SecProbe.io

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                    [Letterhead of Breakwater Resources Ltd]

                                                     October 24, 2005

Via Facsimile No. 1-202-772-9368 and EDGAR
------------------------------------------

Ms. Jill S. Davis
Branch Chief
United States Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Dear Ms. Davis:

Re:      Responses to Comments of the Staff of
         the Securities and Exchange Commission
         to the Form 40-F for the fiscal year ended
         December 31, 2004 of Breakwater Resources Ltd. (File No. 0-13979)
         -----------------------------------------------------------------

This letter sets out the response of Breakwater Resources Ltd., a corporation
organized under the laws of Canada (the "Company"), to the comments of the staff
(the "Staff") of the United States Securities and Exchange Commission (the
"Commission") contained in the letter dated September 22, 2005 (the "Comment
Letter") with respect to the Annual Report on Form 40-F for the fiscal year
ended December 31, 2004 (the "Form 40-F"), filed with the Commission on April 1,
2005 via EDGAR. The Company will file an amendment to the Form 40-F (the "Form
40-F/A") following the Staff's review of the responses contained in this letter.

For the convenience of the Staff, we have numbered each of our responses to
correspond to the numbered comments in the Comment Letter. Additionally, the
text of each of the numbered comments in the Comment Letter has been duplicated
in bold type to precede each of the Company's responses.

FORM 40-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
-----------------------------------------------------

Disclosure Controls and Procedures
----------------------------------

1.       We note that you have provided conclusions with respect to your
         disclosure controls and procedures within 90 days prior to the filing
         date of the annual report. Please revise your conclusions to indicate
         whether or not the disclosure controls and procedures were effective as
         of the end of the period covered by the Form 40-F. Please refer to
         paragraph 6(b) of General Instruction B to Form 40-F.

         As requested, the Company will revise its conclusions with respect to
         its disclosure controls and procedures in the Form 40-F/A to state that
         the Company's disclosure controls and procedures were effective as of
         the end of the period covered by the Form 40-F by replacing its current
         disclosure with the following disclosure:

                  As of the end of the period covered by this Form 40-F, the
                  Company conducted an evaluation (under the supervision and
                  with the participation of the Company's management, including
                  the chief executive officer and chief financial officer),
                  pursuant to Rule 13a-15 promulgated under the Securities
                  Exchange Act of 1934, as amended (the "Exchange Act"), of the
                  effectiveness of the design and operation of the Company's
                  disclosure controls and procedures. Based on this evaluation,
                  the Company's chief executive officer and chief financial
                  officer concluded that as of the end of the period covered by
                  this Form 40-F such disclosure controls and procedures were
                  effective.

2.       You state that there were no "significant changes" in your "internal
         controls" or in other factors that could "significantly affect" your
         controls. Item 308(c) of Regulation S-K requires that you disclose any
         change in your "internal control over financial reporting" identified
         in connection with the evaluation required by paragraph (d) of Exchange
         Act Rules 13a-15 or 15d-15 that occurred during the period covered by
         the annual report that has "materially affected, or is reasonably
         likely to materially affect, the registrant's internal control over
         financial reporting." See also paragraph 4(d) of Regulation S-K, Item
         601, Exhibit 31. Please revise your disclosure accordingly.

         As requested, the Company will revise the disclosure in the Form 40-F/A
         as required by B.6.e of Form 40-F to indicate that no changes have
         occurred during the period covered by the Form 40-F that have
         materially affected, or are reasonably likely to materially affect, the
         Company's internal control over financial reporting by replacing the
         disclosure contained in the Form 40-F with the following disclosure:

                  During the period covered by this Form 40-F, there have been
                  no changes in the Company's internal controls over financial
                  reporting that have materially affected, or are reasonably
                  likely to materially affect, the Company's internal control
                  over financial reporting.

ANNUAL INFORMATION FORM
-----------------------

Interests of Experts, page 57
-----------------------------

3.       We note your disclosure that "the partners and staff of Deloitte &
         Touche LLP and SRK Consulting may beneficially own, directly or
         indirectly, less than 1% of any class of securities issued by the
         Company." Please provide us with more details regarding the nature of
         the financial interests that the partners and staff of Deloitte &
         Touche LLP may own. Also, explain how the existence of these financial
         interests is compatible with maintaining the independence of your
         auditors. Please address paragraph (c)(1)(i) of Rule 2-01 of Regulation
         S-X in your response.

         The language contained in the Annual Information Form is to comply with
         the Canadian form requirements under National Instrument 51-102.
         However, the Company confirms that, based on information provided to
         the Company by Deloitte & Touche LLP and SRK Consulting, neither
         Deloitte & Touche LLP nor SRK Consulting beneficially own, directly or
         indirectly, any securities issued by the Company.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
--------------------------------------------------------------------------
OPERATIONS
----------

4.       We note your use of the non-GAAP measure, cash provided from operating
         activities (before changes in non-cash working capital items). Please
         expand your MD&A discussion to include the non-GAAP financial
         disclosures for this measure required under CSA Staff Notice 52-306.

         The Company proposes to amend, on a prospective basis, the disclosure
         in the MD&A. The Company believes that it has currently complied with
         the spirit of the five recommendations as set out in CSA Staff Notice
         52-306 for all its non-GAAP measures except for "cash provided from
         operating activities (before changes in non-cash working capital
         items)" which will be amended on a prospective basis. The Company
         acknowledges that additional explanations may be useful to its
         shareholders. In particular, the Company will provide further
         disclosure regarding the non-GAAP measure "cash provided from operating
         activities (before changes in non-cash working capital items)"
         including a reconciliation to a GAAP-based measure. The guidelines set
         forth in the Staff Notice have significant similarities to the U.S.
         non-GAAP guidelines, but specifically acknowledge that "non-GAAP
         financial measures may be a useful means of providing investors with
         additional information to assist them in understanding critical
         components of an issuer's financial results." This disclosure is not
         meant as a substitute for GAAP measures and will not be given
         prominence over GAAP measures. Each time the non-GAAP presentation is
         made, it will be reconciled to the GAAP financial statements. The
         disclosure will emphasize that non-GAAP measures may not have a
         standardized meaning and that they should not be considered in
         isolation or as a substitute for GAAP-based measures.

FINANCIAL STATEMENTS
--------------------

Consolidated Statements of Cash Flows
-------------------------------------

5.       We note in your reconciliation of net earnings to net cash provided by
         operating activities that you present a subtotal above total net cash
         provided by operating activities. We note the Illustrative example in
         CICA 1540, and that the subtotal presented does not include net income;
         rather the presentation only includes "items not affecting cash."
         Support your disclosure of these subtotals under Canadian GAAP as there
         does not appear to be a provision within CICA 1540 for this
         presentation.

         On a prospective basis, the Company will prepare its consolidated
         statements of cash flows with the "items not affecting cash" subtotaled
         to exclude net income as per the illustrative example in CICA Handbook
         Section 1540.

Note 1 - Summary of Significant Accounting Policies
---------------------------------------------------

Revenue Recognition and Receivables
-----------------------------------

6.       We understand that you recognize revenue following the transfer of
         title and risk of metal concentrate and the determination of the final
         settlement price in accordance with the contractual arrangements with
         customers. Please provide us with the details of the facts and
         circumstances surrounding your provisionally-priced contracts. Explain
         to us how these facts and circumstances impact the manner by which you
         recognize revenue for these contracts. For US GAAP refer also to SAB
         Topic 13 and Topic VII of the September 25, 2002 AICPA SEC Regulations
         Committee meeting highlights.
         (http://www.aicpa.org/download/belt/2002_09_25_highlights.pdf).

         The Company's accounting policy for revenue recognition is in
         accordance with both Canadian and U.S. GAAP. CICA Handbook Section
         3400-Revenue Recognition, paragraph 7, states that in order for revenue
         to be recognized "reasonable assurance exists regarding the measurement
         of the consideration that will be derived from the sale of goods".
         Furthermore, EIC 141 - Revenue Recognition, which is consistent with
         SAB 101, requires that "a sellers price to the buyer is fixed or
         determinable" if revenue is to be recognised. The final contract prices
         are normally computed using the average metal prices for a specified
         period on the date determined by the contract. As the time lag could be
         several months between the date of shipment and the date the final
         prices are determined, the metal prices may have fluctuated
         significantly; thus, determination of the final prices only occurs
         following the specified period set out in the contracts, not at the
         date of shipment. Given the uncertainty regarding the measurement of
         the final consideration, as stated in the Company's accounting policy,
         the Company does not recognise revenue for provisionally priced
         contracts. In light of the Company's accounting policy, the issues
         raised in SAB Topic 13 and Topic VII of September 2002 do not apply.

         All funds received from provisional payments, which are based on
         estimated quantities and current metal prices, are recorded as a
         liability until the three components of the Company's revenue
         recognition policy, transfer of title, transfer of risk and
         determination of final price have been satisfied.

Note 2 - Acquisition of Boliden Westmin (Canada) Limited
--------------------------------------------------------

7.       Please clarify, if true, that the net assets were allocated based on
         their fair value. Please explain how you determined fair value and why
         no goodwill resulted from this transaction.

         The allocation of the purchase price ascribed to the assets and
         liabilities acquired were based on their estimated fair market values.
         The Company followed CICA Handbook Section 1581-Business Combinations
         paragraph 42 in determining fair values. Where an estimated fair value
         was not easily determinable, the Company contracted a third party to
         determine the estimated fair value. Third parties were used in the
         determination of fair values for fixed assets and employee future
         benefits.

         The fair value of the mineral properties was computed using a
         discounted cash flow analysis using proven and probable reserves.

         Quoted market prices were used for the Company's short-term investments
         and long-term investments.

         The asset retirement obligations were calculated in accordance with
         CICA Handbook Section 3110- Asset Retirement Obligations.

         All other assets and liabilities (namely accounts receivable,
         inventories, prepaid expenses, accounts payable and accrued
         liabilities) were assessed as approximating their fair values due to
         their short-term nature.

         Fair value adjustments to the seller's historic carrying values were
         made for short-term investments, long-term investments, mineral
         properties and fixed assets, and employee future benefits. The residual
         purchase price discrepancy was calculated to be an immaterial amount of
         negative goodwill, which was recorded as a reduction of mineral
         properties and fixed assets pursuant to the requirements of CICA 1581
         paragraph 50.

8.       We note your disclosure in Note 6 that the long term investment was
         valued at cost. Please explain why the fair market value of the
         investment was $8 million at December 31, 2004 as compared to the cost
         of the investment of $5.4 million.

         The fair market value of the Company's long-term investment Taseko
         Mines Limited, a publicly traded company, at the date of acquisition
         was determined based on the conversion value of the debentures
         acquired. The fair value of the debentures at the date of acquisition
         (July 23, 2004) was $5.4 million, which became the carrying value of
         the investment, post-acquisition. The increase in the fair value from
         the date of acquisition to $8 million at December 31, 2004 was the
         result of an increase in the common share price of Taseko Mines Limited
         from $1.45 per common share at July 23, 2004 to $2.08 per common share
         at December 31, 2004. Under Canadian GAAP, investments for which there
         is no significant influence are recorded at cost and not marked to
         market.

Note 9 - Royalty Obligation
---------------------------

9.       We note that in December 2004, you entered into a Royalty Agreement
         with Red Mile whereby you sold a "Basic Royalty" on a portion of the
         payable zinc production, over the life of the Myra Falls mine. Please
         address each of the following:

         o    Provide us with more details regarding the terms of the Basic
              Royalty Agreement.

              a.   The Company has an obligation to pay a basic royalty on a
                   portion of the expected annual zinc production from the Myra
                   Falls mine based on a per pound amount rate. The p