Exhibit 8.1

                             CLIFFORD CHANCE US LLP
                              31 West 52nd Street
                               New York, NY 10019
                              Tel: + 1 212 878 8000
                              Fax: + 1 212 878 8375

                                                                January 25. 2005
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Barclays Global Investors, N.A.
45 Fremont Street,
San Francisco, CA 94105

Re: iShares COMEX Gold Trust Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as legal counsel to Barclays Global Investors, N.A., a national
banking association chartered in the United States (the "Company"), in
connection with the preparation and filing under the Securities Act of 1933, as
amended (the "Securities Act"), and the rules and regulations of the Securities
and Exchange Commission promulgated thereunder, of a registration statement on
Form S-1, Registration No. 333-112589, filed on February 6, 2004, as amended
through the date hereof (the "Registration Statement"). The Registration
Statement relates to the proposed issuance by the iShares COMEX Gold Trust (the
"Trust"), an investment trust formed on January 21, 2005 under the laws of the
                                                --
State of New York pursuant to the terms of the Depositary Trust Agreement dated
January 19, 2005 (the "Trust Agreement"), entered into by and among the Company
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as sponsor, and The Bank of New York, a banking corporation organized under the
laws of the State of New York, as trustee (the "Trustee"), of 50,000,000 shares,
representing units of fractional undivided beneficial interest in and ownership
of the Trust (the "Shares"). In connection therewith, you have requested our
opinion with respect to certain U.S. federal income tax matters. Capitalized
terms not otherwise defined herein shall have the meanings given to them in the
Trust Agreement.

In rendering the opinions expressed herein, we have examined and relied on the
Trust Agreement; the Registration Statement; originals or copies, certified or
otherwise identified to our satisfaction, of all such agreements, certificates
and other statements of corporate officers and other representatives of the
Company; and such other documents, records and instruments as we have deemed
necessary in order to enable us to render the opinion referred to in this
letter.

In our examination of the foregoing documents, we have assumed, with your
consent, that all documents reviewed by us are original documents, or true and
accurate copies of original documents, and have not been subsequently amended;
the signatures of each original document are genuine; each party who executed
the document had proper authority and capacity; all representations and
statements set forth in such documents are true and correct; and all obligations
imposed by any such documents on the parties thereto have been or will be
performed or satisfied in accordance with their terms.

Our opinions are based upon the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury Regulations promulgated thereunder, pertinent judicial
decisions, current interpretive rulings and



Janaury 25, 2005                                                          Page 2
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pronouncements of the Internal Revenue Service (the "IRS"), and such other
authorities as we have considered relevant, in effect as of the date hereof, all
of which are subject to legislative, judicial or administrative change or
differing interpretation, possibly with retroactive effect. Our opinions are not
binding on the IRS, and no assurance can be given that the conclusions expressed
herein will not be challenged by the IRS or sustained by a court.

Based upon and subject to the foregoing, (i) we are of the opinion, although not
free from doubt due to the lack of directly governing authority, that the Trust
will be classified as a "grantor trust" for U.S. federal income tax purposes,
and (ii) we confirm that the discussion in the Registration Statement under the
caption "United States Federal Income Tax Consequences," to the extent it
consists of statements of law and legal conclusions, and subject to the
limitations and qualifications set forth therein, constitutes our opinion as to
the material U.S. federal income tax consequences that will apply under
currently applicable law to the purchase, ownership and disposition of the
Shares.

The opinions stated above represent our conclusions as to the application of the
U.S. federal income tax laws existing as of the date of this letter. Further,
the opinions set forth above represent our conclusions based upon the
assumptions, documents, facts and representations referred to above. Any
material amendments to such documents, changes in any significant facts or
inaccuracy of such assumptions or representations could affect the accuracy of
our opinions. Although we have made such inquiries and performed such
investigations as we have deemed necessary to fulfill our professional
responsibilities as counsel, we have not undertaken an independent investigation
of all of the facts referred to in this letter and the certificates and other
statements of corporate officers and other representatives of the Company.


The opinions set forth in this letter: (i) are limited to those matters
expressly covered and no opinion is to be implied in respect of any other
matter; (ii) are as of the date hereof, and (iii) rendered by us at the request
of the Company. We assume no obligation to update our opinions for events or
changes in the law occurring after the effective date of the Registration
Statement.


We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement and to the references
therein to us. In giving such consent, we do not hereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act, or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.

Very truly yours,

/s/ Clifford Chance US. LLP