[INVESTORS BANK & TRUST
                              200 CLAREDON STREET
                               BOSTON, MA 02116]
December 5, 2003

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:             ISHARES TRUST (THE "TRUST"), FILE NOS. 333-92935 AND 811-09729

Ladies and Gentlemen:

Pursuant to Rule 497(j) of the Securities Act of 1933, as amended, and on behalf
of the Trust, please accept this letter as certification that the prospectus and
statement of additional information for the Trust dated December 1, 2003, do not
differ from that contained in Post-Effective  Amendment No. 27 (the "Amendment")
to the Trust's  Registration  Statement on Form N-1A.  The  Amendment  was filed
electronically on November 28, 2003.

Please address all questions  regarding this filing to the  undersigned at (617)
937-7264.



Very truly yours,

/s/ Susan C. Mosher

Susan C. Mosher, Esq.