EX-J.3

                       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 30, 2003, relating to the financial
statements and financial highlights which appear in the April 30, 2003 Annual
Reports to Shareholders of the Funds comprising the iShares Dow Jones Series and
the iShares Cohen & Steers 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