Exhibit (g.3)

                        AMENDMENT TO CUSTODIAN AGREEMENT

     AMENDMENT TO CUSTODIAN AGREEMENT, effective as of May 21, 2002, by and
among iSHARES TRUST, a business trust established under the laws of the state of
Delaware (the "Fund"), and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust
company (the "Bank").

     WHEREAS, the Fund and Bank entered into a Custody Agreement dated April 25,
2000, as amended from time to time (the "Custodian Agreement"); and

     WHEREAS, the Fund and Bank desire to amend the Custodian Agreement as set
forth below.

     NOW, THEREFORE, in consideration of the premises set forth herein, the
parties agree as follows:

     1.   Amendments.

     (a) Section 1 of the Custodian Agreement is hereby amended by deleting such
Section 1 in its entirety and inserting in lieu thereof the following:

     "Bank Appointed as Custodian. The Fund hereby appoints the Bank as
     custodian of its portfolio securities and cash delivered to the Bank as
     hereinafter described and the Bank agrees to act as such upon the terms and
     conditions hereinafter set forth. As custodian, the Bank shall have general
     responsibility for the safekeeping of all securities, cash and other
     property of the Index Series that are delivered to the Bank for custody.
     For the services rendered pursuant to this Agreement the Fund agrees to pay
     to the Bank such fees as may be agreed to from time to time in writing
     between the parties."

     (b) Section 13 of the Custodian Agreement is hereby amended by deleting
such Section 13 in its entirety and by inserting in lieu thereof, the following:

     "Additional Services. The Bank shall perform the additional services for
     the Fund as are set forth on Appendix C hereto. Appendix C may be amended
     from time to time upon agreement of the parties to include further
     additional services to be provided by the Bank to the Fund.

     (c) Section 14.5 of the Custodian Agreement is hereby amended by deleting
such Section 14.5 in its entirety and by inserting in lieu thereof, the
following:

     "Fees and Expenses of the Bank. For the services rendered by the Bank
     hereunder, the Fund will pay to the Bank such fees at such rate as shall be
     agreed upon in writing by the parties from time to time. The Fund will also
     pay or reimburse the Bank from time to time for any transfer taxes payable
     upon any transfers made hereunder, and for all necessary proper
     disbursements, expenses and charges made or incurred by the Bank in the
     performance of this Agreement (including any duties listed on any Schedule
     hereto, if any) including any indemnities for any loss, liabilities or
     expense to the Bank as provided herein. The Bank will also be entitled to
     reimbursement by the Fund for all reasonable expenses incurred in
     conjunction with termination of this Agreement and any conversion or
     transfer work done in connection therewith.



     (d) Schedule B to the Agreement is deleted in its entirety and reserved.

     (e) The lead in paragraph of Section 16.1 of the Custodian Agreement is
hereby amended by deleting such paragraph in its entirety and by inserting in
lieu thereof, the following:

     "This Agreement shall remain in effect until May 21, 2005 (the "Initial
     Term"), unless earlier terminated as provided herein. After the expiration
     of the Initial Term, the term of this Agreement shall automatically renew
     for successive three-year terms (each a "Renewal Term") unless notice of
     non-renewal is delivered by the non-renewing party to the other party no
     later than ninety (90) days prior to the expiration of the Initial Term or
     any Renewal Term, as the case may be."

     2.   Miscellaneous.

     a) Except as amended hereby, the Custodian Agreement shall remain in full
force and effect.

     b) This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the day and year
first written above.

iSHARES TRUST                               INVESTORS BANK & TRUST COMPANY

By: /s/ Michael Latham                      By: /s/ Andrew M. Nesvet
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Name: Michael Latham                        Name: Andrew M. Nesvet
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Title: Secretary                            Title: Managing Director
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