May 24, 2018

Via E-Mail
Robert W. Downes, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004

       Re:    GGP Inc.
              Schedule 13E-3
              Filed May 2, 2018 by GGP Inc. et. al
              File No. 005-85755

              GGP Inc. and Brookfield Property Partners L.P.
              Registration Statement on Form S-4 / F-4
              Filed May 2, 2018
              File No. 333-224593

Dear Mr. Downes:

       We have reviewed the above filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand the
disclosure.

       Please respond to this letter by amending the registration statement and
providing the
requested information. If you do not believe our comments apply to the filing
persons' facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to the registration statement and the
information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form S-4

General

1.     Please add risk factor disclosure regarding the exclusive forum
provision disclosed on
       page 185. Please address, without limitation, how the exclusive forum
provision may
       impact the rights of shareholders, the reasons for adopting the
exclusive forum provision,
       and any questions as to enforceability of the exclusive forum provision
under Delaware
       law.

2.     We note the arbitration provision in the Form of Amended and Restated
Agreement of
 Robert W. Downes, Esq.
Sullivan & Cromwell LLP
May 24, 2018
Page 2

       Limited Partnership of GGP Operating Partnership, included as Exhibit B
to the
       Agreement and Plan of Merger. Please revise your joint proxy
statement/prospectus to
       clarify the scope of the mandatory arbitration provision and add a
thorough discussion of
       how it may impact the rights of shareholders. In particular, please
expand your
       disclosure to address:

       a.     the shareholders to whom the mandatory arbitration provision
applies;
       b.     whether you intend for arbitration to be the exclusive means for
resolving
              disputes;
       c.     whether the mandatory arbitration provision survives the
consummation of the
              transactions and, if not, disclose at what stage the provision
would no longer be in
              force;
       d.     whether the mandatory arbitration provision only applies to
claims relating to the
              merger or whether it applies more generally to compliance with
the federal
              securities laws; and
       e.     any material risks to shareholders resulting from this mandatory
arbitration
              provision, such as whether the arbitration provision could impact
the ability of
              shareholders to bring class-action lawsuits, and the potential
limitations that could
              result for shareholders.

       Please also disclose that arbitration shall be conducted in New York,
New York, per your
       disclosure on page I-32, and confirm that the laws of New York permit
such a provision,
       or alternatively address any questions as to enforceability.

Letter to GGP Common Stockholders

3.     We note the statement that "...the aggregate number of shares of class A
stock or BPY
       units that unaffiliated GGP common stockholders will receive in
connection with the
       Transactions is generally fixed" (emphasis added). With a view towards
revised
       disclosure, please advise why such qualification is necessary.

Notice of Special Meeting of Stockholders

4.     With a view towards revised disclosure please tell us what consideration
the filing
       persons have given to unbundling proposals 2 and 3. Refer to Exchange
Act Rule 14a-
       4(a)(3).

Questions and Answers, page 1

5.     As discussed on a telephone call with Sullivan & Cromwell on May 23,
2018, please
       consider expanding the various references throughout the proxy statement
/ prospectus to
       "subject to proration" to provide greater context to the reader, or
alternatively, refer
       readers to the appropriate section of the proxy statement / prospectus
where proration is
       explained with the sufficient detail needed to understand the various
summaries of the
 Robert W. Downes, Esq.
Sullivan & Cromwell LLP
May 24, 2018
Page 3

       proposed transactions disclosed in the forepart of the document.

6.     With a view towards revised disclosure, please advise what consideration
the filing
       persons gave to providing additional detail and context for readers to
understand the
       timing and sequence for the determination of the per share merger
consideration and the
       aggregate cash dividend amount given that each defined term appears to
include as part
       of its definition the other defined term.

7.     Disclosure on page 5 includes the statement "...holders of class A stock
will have the
       right following the consummation of the Transactions to exchange each
share of class A
       stock for one BPY unit or the cash equivalent of one BPY unit, at BPY's
election, subject
       to subsequent changes to the conversion ratio in the event of certain
dilutive or capital
       events of BPY or BPR" (emphasis added). Please provide a reference to
the appropriate
       section of the document that provides greater detail regarding these
changes and events.

Reasons for the Recommendation of the Special Committee and the GGP Board, page
74

8.     Disclosure on page 75 indicates that the Board based its fairness
determination in part on
       the Special Committee's analyses, conclusions and determination as to
fairness. To the
       extent the Board did so, the Board should expressly adopt the analyses
and discussion as
       its own, or alternatively, provide the disclosure required by Item 8 of
Schedule 13E-3 and
       Item 1014 of Regulation M-A. See Question 20 of the Exchange Act Release
No. 17719
       (April 13, 1981).

Positions of the Parent Parties and the Brookfield Filing Persons as to the
Fairness..., page 111

9.     Disclosure in the first paragraph on page 112 indicates that each of the
Parent parties and
       the Brookfield filing persons adopted the analysis of the special
committee. Please
       reconcile this disclosure with the disclosure on the top of page 113
which suggest that the
       Parent parties and Brookfield filing persons did not adopt such
analysis.

10.    The factors listed in Instruction 2 to Item 1014 of Regulation M-A are
generally relevant
       to each filing person's fairness determination and should be discussed
in reasonable
       detail. See Question Nos. 20 and 21 of the Exchange Act Release No.
34-17719 (April
       13, 1981). Refer to the preceding comment. To the extent that the Parent
parties and
       Brookfield filing persons did not expressly adopt the analysis of the
special committee,
       please revise this section to either include the factor described on
clause (viii) of
       Instruction 2 to Item 1014 or explain why the factor was not deemed
material or relevant.

Summary of Financial Analyses, page 87

11.    Disclosure on pages 90 and 93 indicates that "[t]he range of terminal
growth rates was
       estimated by Goldman Sachs utilizing its professional judgment and
experience, taking
       into account the [GGP (page 90) / BPY (page 93)] forecasts and market
expectations
 Robert W. Downes, Esq.
Sullivan & Cromwell LLP
May 24, 2018
Page 4

       regarding long-term real growth of gross domestic product and
inflation." Please revise
       to disclose the referenced forecasts and market expectations.

        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please direct any questions to me at (202) 551-3444. You may also
contact me via
facsimile at (202) 772-9203. Please send all correspondence to us at the
following ZIP code:
20549-3628.

                                                            Sincerely,

                                                            /s/ Perry J. Hindin

                                                            Perry J. Hindin
                                                            Special Counsel
                                                            Office of Mergers &
Acquisitions