Exhibit 32
                          Certification of CEO and CFO
            Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Breakwater Resources Ltd. (the
"Registrant") on Form 20-F for the year ended December 31, 2003, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), Colin
K. Benner, as President and Chief Executive Officer of the Registrant, and
Richard R. Godfrey, as Vice- President, Finance and Chief Financial Officer
(Acting) of the Registrant, each hereby certifies, pursuant to 18 U.S.C. ss.
1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, to the
best of his knowledge, that:

     (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Registrant.


/s/ Colin K. Benner
- -------------------------------------
By:     Colin K. Benner
Title:  President and Chief Executive Officer
May 19, 2004


/s/ Richard R. Godfrey
- -------------------------------------
By:     Richard R. Godfrey
Title:  Vice-President, Finance and Chief Financial Officer (Acting)
May 19, 2004

This certification accompanies the Report pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Registrant for purposes of
ss.18 of the Securities Exchange Act of 1934, as amended.