EXHIBIT (i.1)

                              SULLIVAN & CROMWELL
                               125 BROAD STREET
                           NEW YORK, NEW YORK 10004

                                             October 22, 2001

iShares, Inc.,
c/o PFPC Worldwide,
400 Bellevue Parkway,
Wilmington, Delaware  19809.

Dear Sirs:

          In connection with Post-Effective Amendment No. 21 to the Registration
Statement (the "Registration Statement") on Form N-1A (File No. 33-97598) of
iShares, Inc., a Maryland corporation (the "Company"), which you expect to file
on October 22, 2001 under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to an indefinite number of shares of Common
Stock, par value $0.001 per share (the "Shares"), of the iShares MSCI Pacific Ex
Japan Index Fund (the "New Series"), we, as your counsel, have examined such
corporate records, certificates and other documents, and such questions of law,
as we have considered necessary or appropriate for the purposes of this opinion.

          Upon the basis of such examination, we advise you that, in our
opinion, the Shares have been duly authorized to the extent of an aggregate of
12,900,000,000 Shares and, when the Registration Statement has become effective
under the Securities Act and the Shares of the New Series have been issued and
sold (a) for at least the par value thereof, (b) so as not to exceed the then-
authorized number of Shares of the New Series, (c) as contemplated by the
Registration Statement and (d) in accordance with the Company's Articles of
Incorporation, as amended and supplemented, and as authorized by the Board of
Directors of the Company, the Shares of the New Series will be validly issued,
fully paid and nonassessable.

          The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Law of the State of Maryland, and we are
expressing no opinion as to the effect of the laws of any other jurisdiction.

          Also, we have relied as to certain matters on information obtained
from public officials, officers of the Company and other sources believed by us
to be responsible.


          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.  In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act.

                                    Very truly yours,


                                    SULLIVAN & CROMWELL