8-A12B 1 inc8ajapansc2007-1219.htm ISHARES INC 8A JAPAN SC 2007-1219 inc8ajapansc2007-1219.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------------

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

iShares, Inc.
-------------
(Exact name of registrant as specified in its charter)

State of Maryland
---------------------------------------------
(State of incorporation or organization)
 
See Below
-----------------------
(I.R.S. Employer
Identification No.)
c/o State Street Bank and Trust Company
200 Clarendon Street, Boston, MA
---------------------------------------------
(Address of principal executive offices)
 
 
 
02116
-----------------------
(Zip Code)
 


Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class
to be Registered
 
Exchange
I.R.S. Employer
Identification Number
 
iShares MSCI Japan Small Cap Index Fund
NYSE Arca, Inc.
26-1185899

              If this form relates to the registration of a class of securities pursuant
              to Section 12(b) of the Exchange Act and is effective pursuant to General
              Instruction A.(c), check the following box.                                              [X]


If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.                                           [   ]

Securities Act registration statement file number to which this form
relates:                                                                                                              33-97598

Securities to be registered pursuant to Section 12(g) of the Exchange Act:      None.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant's Securities to be Registered:

For iShares MSCI Japan Small Cap Index Fund, reference is made to Post-Effective Amendment No. 35 to the Registrant’s registration statement on Form N-1A, filed with the Securities and Exchange Commission (“SEC”) on July 19, 2007 pursuant to paragraph (a) of Rule 485 under the Securities Act of 1933 (File Nos. 33-97598; 811-09102). Any form of supplement to the registration statement that is subsequently filed is hereby also incorporated by reference herein.


Item 2. Exhibits

1.    Registrant's Articles of Restatement, incorporated herein by reference to Exhibit (a.1) of Post-Effective Amendment No. 31 to the Registrant's registration statement on Form N-1A, which was filed with the SEC on December 22, 2006 (File Nos. 33-97598; 811-09102) (“PEA No. 31”).

2.   Registrant's Articles of Amendment, incorporated herein by reference to Exhibit (a.2) of PEA No. 31.

3.   Registrant's Articles Supplementary, incorporated herein by reference to Exhibit (a.3) of PEA No. 31.

4. Registrant's Articles Supplementary, incorporated herein by reference to Exhibit (a.4) to Post Effective Amendment No. 35 to the Registrant's registration statement on Form N-1A, which was filed with the SEC on July 19, 2007 (File Nos. 33-97598; 811-09102).

5.   Registrant's Amended and Restated By-Laws, incorporated herein by reference to Exhibit (b.2) to Post Effective Amendment No. 32 to the Registrant's registration statement on Form N-1A, which was filed with the SEC on April 16, 2007 (File Nos. 33-97598; 811-09102).



SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to its registration statement on Form 8-A to be signed on its behalf by the undersigned, thereto duly authorized.
 
 
 
 
                                                       Date:   December 19, 2007
 
 
 
 
iSHARES, INC.
 
 
                                                                   By:   /s/ Eilleen M. Clavere
     Eilleen M. Clavere
   Secretary