U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24F-2
                         ANNUAL NOTICE OF SECURITES SOLD
                             PURSUANT TO RULE 24F-2

             READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.

 1.  Name and address of issuer:

        iShares Trust
        45 Fremont Street
        San Francisco, CA  94105

 2.  The name of each series or class of securities for which this Form is
     filed (If the Form is being filed for all series and classes of
     securities of the issuer, check the box but do not list series or
     classes):                                              [  ]
        iShares Goldman Sachs Technology Index Fund
        iShares Goldman Sachs Networking Index Fund
        iShares Goldman Sachs Semiconductor Index Fund
        iShares Goldman Sachs Software Index Fund
        iShares MSCI EAFE Index Fund

 3.  Investment Company Act File Number:  811-09729

     Securities Act File Number:  333-92935


 4(a).  Last day of fiscal year for which this Form is filed: 7/31/02


 4(b).  [  ] Check box if this Form is being filed late (i.e., more than 90
        calendar days after the end of the issuer's fiscal year).  (See
        Instruction A.2)


NOTE: IF THE FORM IS BEING FILED LATE, INTEREST MUST BE PAID ON THE
REGISTRATION FEE DUE.

 4(c).  [  ] Check box if this is the last time the issuer will be filing
        this Form.

 5.   Calculation of registration fee:

     (i)    Aggregate sale price of securities sold
            during the fiscal year pursuant to
            section 24(f):                                  $4,679,160,573

     (ii)   Aggregate price of securities redeemed
            or repurchased during the fiscal year:          $204,218,118

     (iii)  Aggregate price of securities redeemed
            or repurchased during any PRIOR fiscal
            year ending no earlier than October 11,
            1995 that were not previously used to
            reduce registration fees payable to
            the Commission:                                 $0

     (iv)   Total available redemption credits
            [add items 5(ii) and 5(iii)]:                   $204,218,118

     (v)    Net sales -- if item 5(i) is greater
            than Item 5(iv) [subtract Item 5(iv)



            from Item 5(I)]:                                $4,474,942,455

     (vi)   Redemption credits available for use
            in future years -- if Item 5(i) is
            less than Item 5(iv) [subtract Item
            5(iv) from Item 5(i)]:                          $0

     (vii)  Multiplier for determining registration
            fee (See Instruction C.9):                      x  0.000092

     (viii) Registration fee due [multiply Item 5(v)
            by Item 5(vii)] (enter "0" if no fee
            is due):                                        = $411,694.71
                                                            -------------
                                                            -------------
  6.   Prepaid Shares

       If the response to Item 5(i) was determined by deducting an amount of
       securities that were registered under the Securities Act of 1933
       pursuant to rule 24e-2 as in effect before October 11, 1997, then report
       the amount of securities (number of shares or other units) deducted
       here: $0.  If there is a number of shares or other units that
       were registered pursuant to rule 24e-2 remaining unsold at the end of
       the fiscal year for which this form is filed that are available for use
       by the issuer in future fiscal years, then state that number
       here: $0.

 7.    Interest due -- if this Form is being filed more than 90 days after the
       end of the issuer's fiscal year (see Instruction D):        N/A

 8.   Total of the amount of the registration fee due plus any interest due
      [Item 5(viii) plus Item 7]:                            = $411,694.71
 9.   Date the registration fee and any interest payment was sent to the
      Commission's lockbox depository:

                        October 10, 2002

                        CIK: 0001100663

      Method of Delivery:

                  [X]  Wire Transfer
                  [ ]  Mail or other means

                                   SIGNATURES

This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.

By (Signature and Title)*

                /s/ Jeffrey J. Gaboury
                ---------------------
                Jeffrey J. Gaboury
                Assistant Treasurer

Date:  October 28, 2002

*Please print the name and title of the signing officer below the signature.