UNITED STATES
SECURITIESAND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

BREAKWATER RESOURCES LTD.
(Name of Issuer)
COMMON SHARES
(Title of Class of Securities)
	782875
	(CUSIP Number)
October 21, 2005
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[		]	Rule 13d-1(b)
[	X	]	Rule 13d-1(c)
[		]	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No.		782875
1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only).
	DUNDEE CORPORATION (“DUNDEE”)
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)
	(b)
3.	SEC Use Only
4.	Citizenship or Place of Organization
	CANADA
Number of			5.	Sole Voting Power   73,078,651 common shares and 31,801,410 warrants
Shares
Beneficially			6.	Shared Voting Power   N/A
Owned by
Each			7.	Sole Dispositive Power   73,078,651 common shares and 31,801,410 warrants
Reporting
Person With			8.	Shared Dispositive Power   N/A
9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	73,078,651 common shares and 31,801,410 warrants held by Dundee
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9)
	19.72% undiluted; 26.07% partially diluted
12.	Type of Reporting Person (See Instructions)
	Parent holding company

Page 2 of 5 pages

Item 1. (a)  Name of Issuer

BREAKWATER RESOURCES LTD.

Item 1. (b)  Address of Issuer's Principal Executive Offices

95 Wellington Street West, Suite 950

Toronto, Ontario Canada M5J 2N7

Item 2. (a)  Name of Person Filing

DUNDEE CORPORATION

Item 2. (b)  Address of Principal Business Office or, if none, Residence

40 King Street West, Suite 5500

Toronto, Ontario Canada M5H 4A9

Item 2. (c)  Citizenship

CANADIAN

Item 2. (d)  Title of Class of Securities

COMMON SHARES

Item 2. (e)  CUSIP Number

782875

Item 3.  If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

(a)	[		]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)	[		]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	[		]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	[		]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)	[		]	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	[		]	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	[	X	]	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	[		]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	[		]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	[		]	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Page 3 of 5 pages

Item 4.  Ownership.

(a)	Amount beneficially owned:   73,078,651 common shares and 31,801,410 warrants
(b)	Percent of class:   19.72% undiluted; 26.07% partially diluted
(c)	Number of shares as to which the person has:
	(i)	Sole power to vote or to direct the vote   73,078,651 common shares
	(ii)	Shared power to vote or to direct the vote
	(iii)	Sole power to dispose or to direct the disposition of   73,078,651 common shares and 31,801,410 warrants
	(iv)	Shared power to dispose or to direct the disposition of

Item 5.  Ownership of Five Percent or Less of a Class

 n/a

Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

 n/a

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

n/a

Item 8.  Identification and Classification of Members of the Group

 n/a

Item 9.  Notice of Dissolution of Group

 n/a

Item 10.  Certification

(a)  The following certification shall be included if the statement is filed pursuant to Rule 13d-1(b):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

(b)  The following certification shall be included if the statement is filed pursuant to Rule 13d-1(c):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

(c)  The following certification shall be included if the statement is filed pursuant to Rule 13d-1(d):

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

October 25, 2005 

Date

/s/ Lili Mance 

Signature

Lili Mance-Assistant Corporate Secretary

Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

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