SecProbe.io

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                          Morgan, Lewis & Bockius LLP
                           1111 Pennsylvania Ave N.W.
                             Washington, D.C. 20004

December 23, 2004

VIA EDGAR CORRESPONDENCE AND E-MAIL

U.S. Securities and Exchange Commission
Division of Investment Management
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

Attn: James O'Connor, Esq.

        RE: ISHARES, INC. FILE NOS. 33-97598, 811-09102

Dear Mr. O'Connor:

     This letter is in response to comments that you provided via telephone call
on  December  16,  2004  regarding   Post-Effective  Amendment  No.  28  to  the
above-referenced   Registrant's   registration   statement  on  Form  N-1A  (the
"Post-Effective  Amendment"),  which was filed with the  Securities and Exchange
Commission  ("SEC") pursuant to Rule 485(a) under the Securities Act of 1933, as
amended, and Rule 8b-16 under the Investment Company Act of 1940, as amended, on
November 1, 2004, and which included the  Registrant's  Prospectus and Statement
of  Additional  Information  ("SAI").  The  comments  of the SEC  Staff  and the
Registrant's responses are listed below:

PROSPECTUS  -  DISCLOSURE  REGARDING  THE USE AND  EFFECTS  OF USING  FAIR VALUE
PRICING

1.   Comment:  Please  confirm  that  the  Registrant  has  provided  disclosure
     regarding the circumstances under which it will use fair value pricing that
     is specific to each series of the Registrant as required by the Instruction
     to Item 6(a)(1) of Form N-1A.

     Response:  The Registrant  discloses the circumstances  under which it will
     use fair value  pricing as required by the  Instruction  to Item 6(a)(1) of
     Form N-1A in the  "Determination  of Net Asset Value" section on page 80 of
     the  Prospectus.  The Registrant  believes this  disclosure is sufficiently
     specific to each series of the Registrant.

<PAGE>

Mr. James O'Connor
December 23, 2004
Page 2

2.   Comment:  Please  confirm  that  the  Registrant  has  provided  disclosure
     regarding  the  effects  of using fair value  pricing  as  required  by the
     Instruction to Item 6(a)(1) of Form N-1A.

     Response:  The Registrant discloses the effects of using fair value pricing
     as  required  by the  Instruction  to  Item  6(a)(1)  of  Form  N-1A in the
     "Determination of Net Asset Value" section on page 80 of the Prospectus.

PROSPECTUS - DISCLOSURE REGARDING PORTFOLIO HOLDINGS INFORMATION

3.   Comment: Please confirm that the Registrant states in its Prospectus that a
     description of the Registrant's policies and procedures with respect to the
     disclosure of the Funds' portfolio  securities is available in its SAI and,
     if applicable, on its website as required by Item 4(d) of Form N-1A.

     Response:  Page 5 of  the  Prospectus  states  that  a  description  of the
     Registrant's  policies and procedures with respect to the disclosure of the
     Funds'  portfolio  securities  is  available  in the  Registrant's  SAI, as
     required by Item 4(d) of Form N-1A.

STATEMENT OF ADDITIONAL  INFORMATION - DISCLOSURE  REGARDING  PORTFOLIO HOLDINGS
INFORMATION

4.   Comment: Please simplify the following statement on page 8 of the SAI:

     "The  Funds'  Board  of  Directors  has  adopted  a  policy  regarding  the
     disclosure of the Funds' portfolio holdings  information that requires that
     such information be disclosed in a manner that...(c) does not advantage any
     current  or  prospective  Fund  shareholders  over  any  other  current  or
     prospective  Fund   shareholders,   except  to  the  extent  that  National
     Securities Clearing Corporation ("NSCC") members and subscribers to various
     fee-based  subscription  services,   including  those  large  institutional
     investors (known as "Authorized Participants") that have been authorized by
     the  Distributor  to purchase and redeem  large blocks of shares  (known as
     "Creation  Units")  pursuant  to legal  requirements,  including  exemptive
     orders  granted  by the SEC  pursuant  to which the Funds  offer and redeem
     their shares ("iShares Exemptive Orders"),  and other institutional  market
     participants and entities that provide  information  services,  may receive
     portfolio   holdings   information   not  available  to  other  current  or
     prospective  Fund  shareholders  in connection  with the  dissemination  of
     information  necessary for  transactions in Creation Units, as contemplated
     by the iShares Exemptive Orders and discussed below;...."

     Response: The Registrant has revised the paragraph at issue to state:

                                       2

<PAGE>

Mr. James O'Connor
December 23, 2004
Page 3

     "The  Funds'  Board  of  Directors  has  adopted  a  policy  regarding  the
     disclosure of the Funds' portfolio holdings  information that requires that
     such  information  be  disclosed  in a manner that (a) is  consistent  with
     applicable  legal  requirements  and in the best  interests  of each Fund's
     respective  shareholders;  (b) does  not put the  interests  of the  Funds'
     investment  adviser  (the  "BGFA"  or  "Investment  Adviser"),  the  Funds'
     distributor (the "Distributor"), or any affiliated person of the Funds, the
     Investment  Adviser or the Distributor,  above those of Fund  shareholders;
     (c) does not advantage any current or prospective  Fund  shareholders  over
     any other current or prospective  Fund  shareholders,  except to the extent
     that certain Entities (as described below) may receive  portfolio  holdings
     information not available to other current or prospective Fund shareholders
     in  connection  with  the   dissemination  of  information   necessary  for
     transactions in Creation  Units,  as contemplated by the iShares  Exemptive
     Orders and discussed  below;  and (d) does not provide  selective access to
     portfolio holdings  information except pursuant to the procedures  outlined
     below and to the extent appropriate  confidentiality  arrangements limiting
     the use of such  information are in effect.  The "Entities"  referred to in
     sub-section  (c) above include  National  Securities  Clearing  Corporation
     ("NSCC")  members  and  subscribers  to  various   fee-based   subscription
     services,   including  those  large   institutional   investors  (known  as
     "Authorized  Participants") that have been authorized by the Distributor to
     purchase  and redeem large  blocks of shares  (known as  "Creation  Units")
     pursuant to legal  requirements,  including exemptive orders granted by the
     SEC  pursuant to which the Funds offer and redeem  their  shares  ("iShares
     Exemptive  Orders"),   and  other  institutional  market  participants  and
     entities that provide information services."

5.   Comment:  Please address the disclosure  required by Item  11(f)(1)(ii)  of
     Form N-1A with respect to any conditions or restrictions  placed on the use
     of information about portfolio securities that is disclosed,  including any
     requirement  that the  information be kept  confidential or prohibitions on
     trading based on the information,  and any procedures to monitor the use of
     this information.

     Response:  The  Registrant  believes that the  disclosure in the "Portfolio
     Holdings  Information"  section on page 8 of the SAI,  which  describes the
     Registrant's  policies and procedures with respect to the disclosure of the
     Funds'  portfolio   securities  to  any  person  adequately  addresses  the
     requirements  of  Item  11(f)(1)  of Form  N-1A,  including  those  of Item
     11(f)(1)(ii).

6.   Comment:  Please address the disclosure  required by Item  11(f)(1)(iv)  of
     Form N-1A with respect to any policies and procedures regarding the receipt
     of compensation or other consideration by the fund, its investment adviser,
     or any other party in connection  with the disclosure of information  about
     portfolio securities.

                                       3

<PAGE>

Mr. James O'Connor
December 23, 2004
Page 4

     Response:  The  Registrant  believes that the  disclosure in the "Portfolio
     Holdings Information" section on page 8 of the SAI adequately describes the
     Registrant's  policies and procedures with respect to the disclosure of the
     Funds' portfolio  securities to any person.  As disclosed in the "Portfolio
     Holdings  Information"  section  of the  SAI,  the  Funds  do  not  provide
     selective disclosure of portfolio holdings information,  except through the
     creation/redemption  process. The Registrant believes that any compensation
     received  as a result  of the  creation/redemption  process  is  adequately
     disclosed in the "Purchase and Redemption of iShares" section  beginning on
     page 51 of the SAI.

7.   Comment:  Please address the disclosure  required by Item  11(f)(1)(vi)  of
     Form N-1A with respect to the procedures that the Registrant uses to ensure
     that disclosure of information  about  portfolio  securities is in the best
     interests of Fund shareholders,  including  procedures to address conflicts
     between the interests of Fund  shareholders,  on the one hand, and those of
     the Funds' investment  adviser;  principal  underwriter;  or any affiliated
     person  of  the  Funds,  their  investment   adviser,  or  their  principal
     underwriter, on the other.

     Response:  As stated in the  Registrant's  SAI, the  Registrant's  Board of
     Directors  has  adopted a policy  regarding  the  disclosure  of the Funds'
     portfolio  holdings  information  that  requires that such  information  be
     disclosed in a manner that, among other things,  does not put the interests
     of the Funds' investment adviser,  distributor, or any affiliated person of
     the Funds, the investment  advisor or the distributor,  above those of Fund
     shareholders,  and does not provide selective access to portfolio  holdings
     information except pursuant to the procedures disclosed in the Registrant's
     SAI and to the extent appropriate confidentiality arrangements limiting the
     use of such information are in effect.

     The  Registrant  understands  that it is  responsible  for the adequacy and
accuracy of the  disclosure in the Post Effective  Amendment;  Staff comments or
changes to  disclosure  in  response  to Staff  comments  in the Post  Effective
Amendment  reviewed by the Staff does not foreclose the  Commission  from taking
any action with respect to the Post Effective Amendment;  and the Registrant may
not assert  Staff  comments  as a defense  in any  proceeding  initiated  by the
Commission or any person under the Federal securities laws of the United States.

                                       4

<PAGE>

Mr. James O'Connor
December 23, 2004
Page 5

     Please contact me at (202) 739-5654 if you have any questions regarding the
Registrant's responses.

Very truly yours,

/s/ W. John McGuire

W. John McGuire

cc:     Richard F. Morris, Esq.

                                       5

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