EX-J.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------

We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 23 to the Registration Statement on Form N-1A ("Registration
Statement") of our reports dated May 2, 2003, relating to the financial
statements and financial highlights which appear in the March 31, 2003 Annual
Reports to Shareholders of the Funds comprising the iShares S&P Series and the
iShares Russell Series (the "Funds"), which are also incorporated by reference
into the Registration Statement. We also consent to the references to us under
the headings "Financial Highlights" and "Independent Auditors" in such
Registration Statement.

/s/ PricewaterhouseCoopers LLP

San Francisco, California
July 24, 2003