OMB APPROVAL
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 6-K


       REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934


For the month of:          MAY 2006

Commission File Number:    0-13979

                            BREAKWATER RESOURCES LTD.
         95 Wellington Street West, Suite 950, Toronto, Ontario M5J 2N7


Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F: FORM 20-F [ ] FORM 40-F |X|


Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): YES [ ] NO |X|


Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): YES [ ] NO |X|

Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
YES [ ] NO |X|


If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________


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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

BREAKWATER RESOURCES LTD.


Date:    May 16, 2006                        By:      "SIGNED: PRIYA PATIL"
                                                 ------------------------------
                                                 Corporate Counsel & Secretary

                                INDEX TO EXHIBITS

The following document is being filed with the Commission as exhibit to, and is
incorporated by reference into and form part of, the report on Form 6-K.

EXHIBIT 1: REPORTING PACKAGE UNDER NATIONAL INSTRUMENT 51-102 COMPRISING THE
CORPORATION'S NOTICE OF CHANGE OF AUDITORS AND LETTERS FROM DELOITTE & TOUCHE
LLP (FORMER AUDITOR) AND PRICEWATERHOUSECOOPERS LLP (SUCCESSOR AUDITOR).


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