EXHIBIT IV
                                  CERTIFICATION
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



I, Richard R. Godfrey, certify that:

1.      I have reviewed this amendment to annual report of Breakwater Resources
        Ltd. for fiscal year ended December 31, 2003 on Form 20-F/A;

2.      Based on my knowledge, this report does not contain any untrue statement
        of a material fact or omit to state a material fact necessary to make
        the statements made, in light of the circumstances under which such
        statements were made, not misleading with respect to the period covered
        by this report; and

3.      Based on my knowledge, the financial statements, and other financial
        information included in this report, fairly present in all material
        respects the financial condition, results of operations and cash flows
        of the issuer as of, and for, the periods presented in this report.


/s/ Richard R. Godfrey
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Richard R. Godfrey
Chief Financial Officer

Date: March 31, 2005