U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 24F-2

ANNUAL NOTICE OF SECURITES SOLD

PURSUANT TO RULE 24F-2

READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.

1. Name and address of issuer:

iShares, Inc.

     45 Fremont Street

      San Francisco, CA 94105

2. The name of each series or class of securities for which this Form is

filed (If the Form is being filed for all series and classes of

securities of the issuer, check the box but do not list series or

classes):[X]

3. Investment Company Act File Number: 811-9102

Securities Act File Number: 33-97598

4(a). Last day of fiscal year for which this Form is filed: 8/31/06

4(b). [  ] Check box if this Form is being filed late (i.e., more than 90

calendar days after the end of the issuer’s fiscal year). (See Instruction A.2)

NOTE: IF THE FORM IS BEING FILED LATE, INTEREST MUST BE PAID ON THE

REGISTRATION FEE DUE.

4(c). [  ] Check box if this is the last time the issuer will be filing

this Form.

5.Calculation of registration fee:

 (i) Aggregate sale price of securities sold

during the fiscal year pursuant to

                section 24(f):$23,171,024,074

(ii) Aggregate price of securities redeemed

      or repurchased during the fiscal year:                                   $8,388,618,611

(iii) Aggregate price of securities redeemed

      or repurchased during any PRIOR fiscal

      year ending no earlier than October 11,

      1995 that were not previously used to

      reduce registration fees payable to

      the Commission:                                                                        $0

(iv) Total available redemption credits

       [add items 5(ii) and 5(iii)]:                                                        $8,388,618,611

(v) Net sales -- if item 5(i) is greater

      than Item 5(iv) [subtract Item 5(iv)

     from Item 5(I)]:                                                                           $14,782,405,463

(vi)Redemption credits available for use

       in future years -- if Item 5(i) is

       less than Item 5(iv) [subtract Item

       5(iv) from Item 5(i)]:                                                                  $0

(vii)Multiplier for determining registration

        fee (See Instruction C.9):                                                        x  0.00010700

(viii)Registration fee due [multiply Item 5(v)

         by Item 5(vii)] (enter “0” if no fee

         is due):                                                                                     =  $1,581,717.38

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6. Prepaid Shares

If the response to Item 5(i) was determined by deducting an amount of

      securities that were registered under the Securities Act of 1933

      pursuant to rule 24e-2 as in effect before October 11, 1997, then report

      the amount of securities (number of shares or other units) deducted

      here:  $0. If there is a number of shares or other units that

      were registered pursuant to rule 24e-2 remaining unsold at the end of

the fiscal year for which this form is filed that are available for use

by the issuer in future fiscal years, then state that number

      here: $0.

7. Interest due -- if this Form is being filed more than 90 days after the

    end of the issuer’s fiscal year (see Instruction D):N/A

8. Total of the amount of the registration fee due plus any interest due

     [Item 5(viii) plus Item 7]:                                                    = $1,581,717.38

9. Date the registration fee and any interest payment was sent to the

    Commission’s lockbox depository:

November 22, 2006

CIK: 0000930667

Method of Delivery:

[X] Wire Transfer

[ ] Mail or other means

SIGNATURES

This report has been signed below by the following persons on behalf of the issuer and in the capacities and on the dates indicated.

By (Signature and Title)*

/s/ Brian J. Hall

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Brian J. Hall

Assistant Treasurer

Date: November 29, 2006

*Please print the name and title of the signing officer below the signature.