EX-99

Report of Independent Accountants

To the Board of Trustees of
iShares Trust


In planning and performing our audit of the financial  statements of the iShares
Trust (the "Funds") for the period ended  February 28, 2003,  we considered  its
internal control,  including control activities for safeguarding securities,  in
order to determine our auditing  procedures  for the purpose of  expressing  our
opinion on the financial  statements and to comply with the requirements of Form
N-SAR, not to provide assurance on internal control.

The  management of the Funds is responsible  for  establishing  and  maintaining
internal control. In fulfilling this responsibility,  estimates and judgments by
management  are  required to assess the expected  benefits and related  costs of
controls.  Generally,  controls  that are  relevant  to an audit  pertain to the
entity's objective of preparing financial  statements for external purposes that
are  fairly   presented  in  conformity  with  generally   accepted   accounting
principles.   Those  controls   include  the   safeguarding  of  assets  against
unauthorized acquisition, use or disposition.

Because of inherent  limitations in internal control,  errors or fraud may occur
and not be detected.  Also,  projection of any evaluation of internal control to
future  periods  is  subject to the risk that  controls  may  become  inadequate
because of changes in conditions or that the  effectiveness  of their design and
operation may deteriorate.

Our consideration of internal control would not necessarily disclose all matters
in  internal   control  that  might  be  material   weaknesses  under  standards
established  by the  American  Institute  of  Certified  Public  Accountants.  A
material weakness is a condition in which the design or operation of one or more
of the internal control components does not reduce to a relatively low level the
risk  that  misstatements  caused  by error or fraud in  amounts  that  would be
material in relation to the financial statements being audited may occur and not
be  detected  within a timely  period  by  employees  in the  normal  course  of
performing  their assigned  functions.  However,  we noted no matters  involving
internal  control  and  its  operation,   including  controls  for  safeguarding
securities,  that we consider to be material  weaknesses  as defined above as of
February 28, 2003.

This  report is  intended  solely  for the  information  and use of the Board of
Trustees,  management  and the  Securities  and Exchange  Commission  and is not
intended  to be and  should not be used by anyone  other  than  these  specified
parties.



April 4, 2003

EX-99

iShares Trust
N-SAR filing dated 2/28/03
Attachment for Item 77E

The  Trust is a  defendant  in an  action  in the U.S.  District  Court  for the
Northern District of Illinois.  There are numerous other  defendants,  including
the Trust's  investment  advisor,  other  exchange  traded  funds,  various fund
service  providers and market  makers,  and the Chicago Stock  Exchange,  Inc. A
company named MOPEX, Inc. is the plaintiff in this action. MOPEX claims that the
actions of the parties,  including  the Trust,  infringe a patent held by MOPEX,
and that the parties  engaged in a "conspiracy"  amongst  themselves to infringe
the patent.  MOPEX's patent,  however, was found to be invalid by the judge in a
related case in the U.S.  District Court for the Southern  District of New York.
That case has now been settled.  Although the Trust is not a party to the action
in New York,  the Trust  believes  that the finding of invalidity of the alleged
patent will permit the action in Illinois to be resolved  quickly with no effect
on the Trust.

EX-99

iShares Trust
N-SAR Filing dated 02/28/2003
Item 77Q3

Section  (a)(i):  The President and Principal  Financial  Officer have concluded
that, based on their evaluation,  the disclosure  controls and procedures of the
iShares Trust are reasonably  designed to achieve the purposes  described in the
attached certification, Section (a)(iii).

Section  (a)(ii):  There  were no  significant  changes in the  iShares  Trust's
internal  controls or in other  factors  that could  significantly  affect these
controls subsequent to the date of their evaluation.

Section  (a)(iii):  Certifications  of the  President  and  Principal  Financial
Officer of iShares Trust are attached.


CERTIFICATIONS

iShares Trust
200 Clarendon Street
Boston, MA  02116
617-330-6700

I, Garrett F. Bouton, certify that:

1. I have reviewed  this report on Form N-SAR for the  following  four series of
iShares Trust:  iShares Lehman 1-3 Year Treasury Bond Fund;  iShares Lehman 7-10
Year Treasury Bond Fund;  iShares Lehman 20+ Year Treasury Bond Fund and iShares
GS $InvesTop Corporate Bond Fund.

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial information included in this report, and
the financial  statements on which the financial  information  is based,  fairly
present in all material respects the financial condition, results of operations,
changes in net assets, and cash flows (if the financial  statements are required
to include a statement  of cash  flows) of the  registrant  as of, and for,  the
periods presented in this report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
rule 30a-2(c) under the Investment Company Act) for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this report
(the "Evaluation Date"); and

c)  presented  in this report our  conclusions  about the  effectiveness  of the
disclosure  controls and procedures based on our evaluation as of the Evaluation
Date;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the  registrant's  board of  directors  (or persons  performing  the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize,  and report  financial data and have identified for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this report
whether or not there were significant  changes in internal  controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent  evaluation,  including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date: April 28, 2003

/s/ Garrett F. Bouton
Garrett F. Bouton
President
iShares Trust




CERTIFICATIONS

iShares Trust
200 Clarendon Street
Boston, MA  02116
617-330-6700

I, Michael Latham, certify that:

1. I have  reviewed  this report on Form N-SAR for the  following  six series of
iShares Trust:  iShares Lehman 1-3 Year Treasury Bond Fund;  iShares Lehman 7-10
Year Treasury Bond Fund;  iShares Lehman 20+ Year Treasury Bond Fund and iShares
GS $InvesTop Corporate Bond Fund.

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial information included in this report, and
the financial  statements on which the financial  information  is based,  fairly
present in all material respects the financial condition, results of operations,
changes in net assets, and cash flows (if the financial  statements are required
to include a statement  of cash  flows) of the  registrant  as of, and for,  the
periods presented in this report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
rule 30a-2(c) under the Investment Company Act) for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this report
(the "Evaluation Date"); and

c)  presented  in this report our  conclusions  about the  effectiveness  of the
disclosure  controls and procedures based on our evaluation as of the Evaluation
Date;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the  registrant's  board of  directors  (or persons  performing  the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize,  and report  financial data and have identified for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this report
whether or not there were significant  changes in internal  controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent  evaluation,  including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date: April 28, 2003

/s/ Michael Latham
Michael Latham
Principal Financial Officer
iShares Trust