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VIA EDGAR

January 22, 2010

Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

     Re: iShares Trust
     (Securities Act File No. 333-92935;
     Investment Company Act File No. 811-09729)
     Post-Effective Amendment No. 371

Ladies and Gentlemen:

On behalf of the iShares Trust (the "Trust"), we hereby transmit for filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "1933 Act"), and the Investment Company Act of
1940, Post-Effective Amendment No. 371 (the "Amendment") to the Trust's
Registration Statement on Form N-1A (the "Registration Statement"). The
Amendment is being filed pursuant to Rule 485(a)(2) under the 1933 Act and for
the sole purpose of adding a new fund to the Trust: iShares MSCI New Zealand
Investable Market Index Fund (the "Fund"). The filing will become automatically
effective 75 days after the filing.

The following information is provided to assist the Staff of the Commission (the
"Staff") in its review of the Registration Statement.

(1) Investment Objectives and Policies

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI New Zealand Investable
Market Index (the "Underlying Index"). The Underlying Index is a free-float
adjusted market capitalization weighted index designed to measure the
performance of equity securities in the top 99% by market capitalization of
equity securities listed on stock exchanges in New Zealand. As of October 30,
2009, the Underlying Index had 22 constituents and its three largest industries
by component weighting were materials, telecommunication services and consumer
discretionary.




(2) Other Changes from Recent Filings

The Fund's description of its investment strategy (i.e., the Fund tracks a
specific benchmark) and risk factors are specific to this Fund. The portfolio
managers are specific to this Fund.

The Amendment follows the general format used by previous Trust filings prepared
in accordance with the revised Form N-1A, for example, Post-Effective Amendment
No. 322 filed pursuant to Rule 485(a)(2) on November 5, 2009.

(3) Prior Filings with Similar Disclosure

Much of the disclosure in the Amendment is substantially similar to that in
previous filings submitted by the Trust and reviewed by the Staff. In
particular, we invite your attention to Post-Effective Amendment No. 322, filed
pursuant to Rule 485(a) on November 5, 2009, relating to the iShares MSCI
Emerging Markets Financial Sector Index.

The disclosures applicable to the Fund and the Trust included in the Amendment
that are substantially similar to those in the referenced prior filing relate to
descriptions of shares, the investment manager and other attributes under the
headings "Introduction," "Portfolio Holdings Information," "Management -
Investment Adviser," "Management - Administrator, Custodian and Transfer Agent,"
"Shareholder Information - Buying and Selling Shares," "Shareholder Information
- Book Entry," "Shareholder Information - Share Prices," "Shareholder
Information - Dividends and Distributions," "Shareholder Information - Taxes,"
"Shareholder Information - Taxes on Distribution," "Shareholder Information -
Taxes When Shares Are Sold," Shareholder Information - Creations and
Redemptions," "Shareholder Information - Householding," and "Distribution,"
included in the Prospectus, and under the headings "Proxy Voting," "Portfolio
Holdings Information," "Continuous Offering," "Investment Advisory,
Administrative and Distribution Services - Investment Adviser," "Investment
Advisory, Administrative and Distribution Services - Codes of Ethics,"
"Investment Advisory, Administrative and Distribution Services - Administrator,
Custodian and Transfer Agent," "Investment Advisory, Administrative and
Distribution Services - Distributor" "Brokerage Transactions," "Additional
Information Concerning the Trust - Termination of the Trust or the Fund,"
"Additional Information Concerning the Trust - DTC as Securities Depository for
Shares of the Fund," and "Miscellaneous Information" included in the Statement
of Additional Information.

                                    * * * * *

The operations of the Fund, the description of the shares offered and the other
information that is typically common in a fund complex do not appear to raise
novel issues or problem areas that warrant particular attention of the Staff in
reviewing the Registration Statement. CONSEQUENTLY, ON BEHALF OF THE TRUST, WE
REQUEST THAT THE REGISTRATION STATEMENT BE GIVEN SELECTIVE REVIEW BY THE
STAFF./1/

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/1/  See Inv. Co. Act. Rel. No. 13768 (Feb. 15, 1984).

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Should members of the Staff have any questions or comments concerning the
Registration Statement, please do not hesitate to contact me at (202) 303-1151.

Sincerely,

/s/ David N. Solander
--------------------------
David N. Solander

cc:  Jessica Bentley, Esq.
     Benjamin J. Haskin

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