Report of Independent Registered Public Accounting Firm



To the Shareholders and Board of Trustees of
iShares Trust:

In planning and performing our audits of the financial statements of the iShares
Goldman  Sachs Series  Funds,  the iShares NYSE Series and the iShares MSCI EAFE
Index Fund,  each a series of the iShares Trust (the "Funds") for the year ended
July  31,  2004,  we  considered  their  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 Public Company Accounting  Oversight Board (United States). A
material  weakness,  for  purposes of this  report,  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 July 31, 2004.

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.


PricewaterhouseCoopers LLP

San Francisco, California
September 17, 2004