8-A12B 1 isharetrustlehman8a2007-0312.htm ISHARES TRUST LEHMAN MBS TO NYSE 8A 2007-0313 iShares Trust Lehman MBS to NYSE 8a 2007-0312

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

iShares Trust
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(Exact name of registrant as specified in its charter)

State of Delaware
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(State of incorporation or organization)
See Below
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(I.R.S. Employer
Identification No.)
c/o Investors Bank and Trust Company
200 Clarendon Street, Boston, MA
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(Address of principal executive offices)
 
 
02116
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(Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class
to be Registered
 
Exchange
I.R.S. Employer
Identification Number
iShares Lehman MBS Fixed-Rate Bond Fund
American Stock Exchange
51-0593217

If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.     [X]

If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.    [   ]



Securities Act registration statement file number to which this form
relates:          333-92935

Securities to be registered pursuant to Section 12(g) of the Exchange Act:  None.


 
INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant's Securities to be Registered:

Reference is made to Post-Effective Amendment No. 67 to the Registrant’s Registration Statement on Form N-1A filed with the Securities and Exchange Commission (“SEC”) on January 5, 2007, pursuant to paragraph (b) of Rule 485 under the Securities Act of 1933 (Securities Act file number 333-92935 and Investment Company Act file number 811-09729). Any form of supplement to the Registration Statement that is subsequently filed is hereby also incorporated by reference herein.

Item 2. Exhibits

1. Registrant's Agreement and Declaration of Trust, incorporated herein by reference to Exhibit (a) of Post-Effective Amendment No. 53 to the Registration Statement on Form N-1A dated September 18, 2006 (File Nos. 333-92935; 811-09729) (“PEA No. 53”).

2. Registrant’s Restated Certificate of Trust, incorporated by reference to Exhibit (a.1) of PEA No. 53.

3. Amended and Restated By-Laws, incorporated herein by reference to Exhibit (b) to the Registrant’s Post-Effective Amendment No. 38 to the registration statement on Form N-1A dated June 29, 2005 (File Nos. 333-92935; 811-09729).

4. Form of Global Certificate for the Registrant's Securities being registered hereunder, incorporated herein by reference to Exhibit 3 to the Registrant's registration of securities pursuant to Section 12(b) on Form 8-A, dated May 18, 2000 (Securities Exchange Act file number 001-15897), which is incorporated herein by reference.



SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to its registration statement on Form 8-A to be signed on its behalf by the undersigned, thereto duly authorized.        
 
 
 
iSHARES TRUST
   
Date: March 13, 2007
By:
/s/ Michael A. Latham
   
Michael A. Latham
   
Secretary and Treasurer