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Response Letter to the SEC

 Morgan, Lewis & Bockius LLP

 1111 Pennsylvania Avenue, NW

 Washington, DC 20004

 Tel. 202.739.3000

 Fax: 202.739.3001

 www.morganlewis.com

 W. John McGuire

 202.739.5654

 wjmcguire@morganlewis.com

 August 1, 2005

 VIA EDGAR

 James O’Connor, Esq.

 U.S. Securities and Exchange Commission

 450 Fifth Street, NW

 Washington, DC 20549

Re:
iShares Trust Post-Effective Amendment No. 35 (File Nos. 333-92935 and 811-09729);

iShares MSCI EAFE Growth Index Fund and iShares MSCI EAFE Value Index Fund

 Dear Mr. O’Connor:

 This letter responds to our telephone conversation on June 1, 2005, in which you raised a number of comments concerning iShares
Trust’s (the “Trust”) Post-Effective Amendment (“PEA”) No. 35, filed with the Commission on April 15, 2005 on Form N-1A. This letter also addresses issues discussed in prior conversations relating to certain
changes made to the Trust’s and iShares, Inc.’s (the “Company”) “Determination of Net Asset Value” disclosure in the Prospectus. As you may recall, these changes were made in response to recent actions taken by the
Board of Trustees of the Trust (the “Board”) regarding the Trust’s pricing policies and procedures. Finally, this letter also renews the Trust’s request for Rule 485(b)(1)(vii) relief based on the revised disclosure. Each of your
comments and our response to each comment is set forth below. Unless otherwise noted, capitalized terms have the same meaning as contained in the Trust’s PEA.

I.
Response to Comments on PEA No. 35

A.
Comment. Please confirm that the MSCI EAFE Growth Index and MSCI EAFE Value Index Funds are covered by the exemptive order issued to the Trust.

 Response. An application related to the iShares MSCI EAFE Growth
Index Fund and iShares MSCI EAFE Value Index Fund to amend prior orders under section 6(c) of the Investment Company Act of 1940 (the “1940 Act”) for an exemption from sections

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 August 1, 2005

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2(a)(32), 5(a)(1), 22(d) and 22(e) of the 1940 Act and rule 22c-1 under the 1940 Act, and under sections 6(c) and 17(b) of the 1940 Act for an exemption from
sections 17(a)(1) and (a)(2) of the 1940 Act was filed on February 28, 2003, and amended on March 3, 2004, September 8, 2004 and September 30, 2004 was granted on October 5, 2004 (Investment Company Act Rel.
No. 26597).

B.
Comment. Please provide the creation date for the MSCI EAFE Growth Index and MSCI EAFE Value Index and confirm that they are widely available, bona fide indexes.

 Response. The inception date of the MSCI
EAFE Growth Index and MSCI EAFE Value Index was December 1997, with historical performance going back to December 31, 1969. MSCI indices are among the most widely used benchmarks by global portfolio managers. MSCI distributes index and
company-level data and also licenses the MSCI indices to third parties for the purposes of creating mutual funds, listed and OTC derivatives, exchange-traded funds, research and proprietary products. Over 1,500 clients worldwide currently use the
MSCI benchmarks.

C.
Comment. On which exchange will each Fund’s shares be listed and what is the status of the exchange’s proposal under Rule 19b-4 to list and trade shares of the
Funds? Has the exchange received approval to list the new series?

 Response. The Funds’ shares will be listed on the New York Stock Exchange. The Rule 19b-4 request, File No. SR-NYSE-2005-41, was filed on June 16, 2005 and is currently pending. We expect approval in
the near future.

D.
Comment. On page 12 of the prospectus under the heading “Determination of Net Asset Value,” disclose whether the Board will periodically evaluate the accuracy and
reliability of the Funds’ fair valuation method.

 Response. The Board has expressly delegated the authority and duty to make valuation determinations, including fair value determinations, to Barclays Global Investors, N.A. (“BGI”), the parent of the Funds’ investment
adviser, Barclays Global Fund Advisors, pursuant to the Trust’s pricing policy and procedures. However, the Board maintains responsibility for the oversight of BGI and retains the authority to make any valuation decisions as the Board deems
appropriate. With respect to fair value pricing, in the event that current market valuations are not readily available from approved vendors or such valuations do not reflect current market values, BGI will determine the value of the affected
securities and/or other assets using the fair value pricing guidelines pursuant to the Fund’s pricing procedures, as approved by the Board. The Board will then review and consider for ratification at each quarterly meeting any fair valuation
actions taken by BGI during the previous quarter. As discussed in Section II of this letter, this disclosure has been revised to reflect new pricing policies and procedures that were approved by the Trust’s Board at its quarterly meeting held
on June 14, 2005.

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 August 1, 2005

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E.
Comment. On page 7 of the Statement of Additional Information (“SAI”) under the heading “Portfolio Holdings Information,” please list all entities that
may receive non-public portfolio holdings information in connection with the dissemination of information necessary for transactions in Creation Units.

 Response. We note that the Funds are all index funds and therefore their holdings are generally made available to the
public by the index providers. We have confirmed that the entities that may receive non-public portfolio holdings information are limited to those entities currently listed in the SAI. We have therefore revised the disclosure in the first paragraph
following the heading “Portfolio Holdings Information” as follows:

 The “Entities” referred to in sub-section (c) above [include]ARE GENERALLY LIMITED TO 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.

F.
Comment. On page 8 of the SAI in the third paragraph under the heading “Portfolio Holdings Information,” please list all service providers whose personnel are given
daily access to information concerning the Funds’ portfolio holdings.

 Response. We have confirmed that the service providers whose personnel are given daily access to information concerning the Funds’ portfolio holdings are limited to those entities currently listed in the
SAI, as well as the Trust’s distributor. We have therefore revised the disclosure in the third paragraph following the heading “Portfolio Holdings Information” as follows:

 Daily access to information concerning the Funds’ portfolio holdings is permitted (i) to certain personnel of
those service providers that are involved in portfolio management and providing administrative, operational, risk management, or other support to portfolio management, including affiliated broker-dealers and/or Authorized Participants, and
(ii) to other personnel of the Investment Adviser and [other service providers, such as] the Funds’ DISTRIBUTOR, administrator, custodian and fund accountant, who deal directly with, or assist in, functions related to investment
management, administration, custody and fund accounting, as

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 August 1, 2005

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may be necessary to conduct business in the ordinary course in a manner consistent with the iShares Exemptive Orders, agreements with the Funds, and the
terms of the iShares Funds’ current registration statements.

G.
Comment. On page 16 of the SAI in the third paragraph under the heading “Approval of Investment Advisory Contract,” please provide the conclusions reached by the
Board in approving the advisory agreement.

 Response. The Board’s conclusions are discussed on page 17 of the SAI in the last paragraph under the heading “Information Received by the Board of Trustees.”

H.
Comment. On page 19 of the SAI in the third paragraph under the heading “Portfolio Manager,” please confirm that the amounts listed for other accounts managed by
each manager represent the assets in accounts for which each Portfolio Manager has primary responsibility.

 Response. We have confirmed that the amounts listed represent the assets in accounts for which each Portfolio Manager has primary responsibility.

II.
Changes in “Determination of Net Asset Value” Disclosure

 Additionally, as we discussed with you via telephone, the Trust’s Board recently approved new pricing policies and procedures at its quarterly meeting held on
June 14, 2005. These changes necessitated revisions to the disclosure that was previously included in the Trust’s PEA No. 35. We provided you with this revised disclosure in our letter dated June 28, 2005, and included it in the
Trust’s PEA Nos. 38 and 39, filed under Rule 485(b) on June 29, 2005 and July 28, 2005, respectively. The new disclosure, marked to show changes since PEA No. 35, is as follows:

 Prospectus

 Determination of Net Asset Value

 Investors Bank calculates the NAV for each Fund as of the close of regular
trading (normally 4:00 p.m. Eastern time) every day that the national securities exchange on which the Fund is listed is open for trading. The NAV of each Fund is calculated by dividing the value of the net assets of such Fund (i.e., the value of
its total assets less total liabilities) by the total number of outstanding shares of the Fund, generally rounded to the nearest cent. In calculating a Fund’s NAV, [the]A Fund’s investments are GENERALLY valued [primarily on the basis
of]USING market [prices]VALUATIONS. In the event that [a market price for an investment is not available or is not reliable, the investment]CURRENT MARKET VALUATIONS ARE NOT READILY AVAILABLE OR SUCH VALUATIONS DO NOT REFLECT CURRENT MARKET VALUES,
THE AFFECTED INVESTMENTS will be valued using fair value pricing [in

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 August 1, 2005

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accordance with BGI’s]PURSUANT TO THE pricing policy[, as] AND PROCEDURES approved by the Board of Trustees. The frequency with which a Fund’s
investments are valued using fair value pricing is primarily a function of the types of securities and other assets in which the Fund invests pursuant to its investment objective, strategies and limitations.

 Investments that may be valued using fair value pricing include, but are not
limited to: (i) an unlisted security related to corporate actions; (ii) a restricted security (i.e., one that may not be publicly sold without registration under the Securities Act of 1933); (iii) a security whose trading has been
suspended or which has been de-listed from its primary trading exchange; (iv) a security that is thinly traded; (v) a security in default or bankruptcy proceedings for which there is no current market quotation; (vi) a security
affected by [extreme market conditions; (vii) a security affected by ]currency controls or restrictions; and ([viii]VII) a security affected by a significant event (i.e., an event that occurs after the close of the markets on which the security
is traded but before the time as of which the Fund’s NAV is computed and that may materially affect the value of the Fund’s investments). Examples of events that may be [“significant]SIGNIFICANT events[” ] are government actions,
natural disasters, armed conflict, acts of terrorism, and significant market fluctuations.

 Valuing a Fund’s investments using fair value pricing will result in using prices for those investments that may differ from current market [prices]VALUATIONS. Accordingly, fair value pricing could result in a
difference between the prices used to calculate a Fund’s net asset value and the prices used by the Fund’s benchmark index, which, in turn, could result in a difference between the Fund’s performance and the performance of the
Fund’s benchmark index.

 SAI

 Determination of NAV

 The NAV for each Fund is calculated by deducting all of a Fund’s
liabilities (including accrued expenses) from the total value of its assets (including the securities held by the Fund plus any cash or other assets, including interest and dividends accrued but not yet received) and dividing the result by the
number of shares outstanding, and generally rounded to the nearest cent, although each Fund reserves the right to calculate its NAV to more than two decimal places. The NAV for the Lehman TIPS Bond Fund is calculated by Investors Bank and determined
as of the close of the regular trading session on the NYSE (ordinarily 4:00 p.m., Eastern time) on each day that such exchange is open. For all other Funds listed in this SAI, the NAV is calculated by Investors Bank and determined

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as of the close of the regular trading session on the AMEX (ordinarily 4:00 p.m. Eastern time) on each day that such exchange is open for trading.

 [In calculating a Fund’s NAV, the Fund’s
investments are valued primarily on the basis of market prices. In the event that a market price for an investment is not available or is not reliable, the investment will be valued using fair value pricing in accordance with BGI’s pricing
policy, as approved by the Board of Trustees. Investments for which the primary market is a national securities or commodities exchange or a recognized foreign securities exchange or commodities exchange are valued at last sale prices on the
principal exchange on which they are traded, or in the absence of any sale on the valuation date, at latest quoted bid prices. Securities for which the primary market is Nasdaq Stock Market, Inc. (“Nasdaq”) are valued at the Nasdaq
official closing price or, in the absence of any sale on the valuation date, at latest quoted bid prices, which are obtained from a reputable independent pricing service. U.S. Government securities and all other securities for which current
over-the-counter market quotations are readily available are valued at latest quoted bid prices, which are obtained from one or more reputable independent pricing services. If quoted prices are unavailable or inaccurate, market values are determined
based on quotes obtained from brokers, dealers and/or based on averages of prices obtained from reputable independent pricing services. Debt securities maturing in 60 days or less and short-term investments are valued at amortized cost, and shares
of investment companies, other than investment companies whose shares are traded on an exchange, are valued at the]

 IN CALCULATING A FUND’S NAV, THE FUND’S INVESTMENTS ARE GENERALLY VALUED USING MARKET VALUATIONS. A MARKET VALUATION GENERALLY MEANS A VALUATION
(I) OBTAINED FROM AN EXCHANGE, A PRICING SERVICE, OR A MAJOR MARKET MAKER (OR DEALER), (II) BASED ON A PRICE QUOTATION OR OTHER EQUIVALENT INDICATION OF VALUE SUPPLIED BY AN EXCHANGE, A PRICING SERVICE, OR A MAJOR MARKET MAKER (OR DEALER)
OR (III) BASED ON AMORTIZED COST. IN THE CASE OF SHARES OF OTHER FUNDS THAT ARE NOT TRADED ON AN EXCHANGE, A MARKET VALUATION MEANS SUCH fund’s published net asset value per share. [Securities held under a repurchase agreement are valued
at a price equal to the amount of the cash investment at the time of valuation on the valuation date. The market value of the underlying securities is determined in accordance with the above discussed valuation procedures, as appropriate, for the
purpose of determining the adequacy of collateral. ]BGFA MAY USE VARIOUS PRICING SERVICES OR DISCONTINUE THE USE OF ANY PRICING SERVICE. A PRICE OBTAINED FROM A PRICING SERVICE BASED ON SUCH PRICING SERVICE’S VALUATION MATRIX MA