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Llp Agreements - Excel

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									ISHARES INC
485APOS
09/19/2002

MORGAN, LEWIS BOCKIUS LLP BARCLAYS GLOBAL INVESTORS, N.A.




Details on Investing
   in iShares              Overview                                       1
                           Introduction                                   1
                           Investment Objective                           1
                           Principal Investment Strategies                1
                           Replication                                    2
                           Representative Sampling                        2
                           Correlation                                    2
                           Industry Concentration Policy                  2
Details on the Risks of
   Investing in iShares    Principal Risk Factors Common to All Funds     2
                           Market Risk                                    2
                           Trading Risk                                   2
                           Asset Class Risk                               2
                           Tracking Error Risk                            3
                           Market Trading Risks                           3
                           Passive Investments                            3
                           Lack of Governmental Insurance or Guarantee    3
                           Concentration                                  3
                           Derivatives                                    3

Details on Each
   iShares Fund            Description of iShares MSCI Index Fund         4

                           iShares MSCI Emerging Markets Index Fund       5

                           Management                                     8

                           Investment Advisor                             8
                           Administrator, Custodian and Transfer Agent    8

                           Shareholder Information                        8

                           Buying and Selling iShares                     8
                           Book Entry                                     9
                           iShare Prices                                  9
                           Determining NAV                                9
Details on Management      Dividends and Distributions                    9
   and Operations          Taxes                                         10
                           Taxes on Distributions                        10
                           Taxes when iShares are Sold                   10
Details on Buying and      Creations and Redemptions                     11
   Selling iShares
                           iShares Transaction Fees                      11
                           Possible Claim                                12

                           Distribution                                  12

                           Financial Highlights                          12

                           Index Provider                                13

                           Disclaimers                                   14
                           Supplemental Information   16


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ISHARES INC
485APOS
09/19/2002

MORGAN, LEWIS BOCKIUS LLP BARCLAYS GLOBAL INVESTORS, N.A.




Shareholder Fees
     (fees paid directly from your investment, but see the Creation
     Transaction Fees and Redemption Transaction Fees discussion below)   None
Annual Fund Operating Expenses
     (expenses that are deducted from the Fund's assets)**
     Management Fees                                                      ______
     Distribution and Service (12b-1) Fees                                None
     Other Expenses***                                                    None

Total Annual Fund Operating Expenses                                      ______




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ISHARES INC
485APOS
09/19/2002

MORGAN, LEWIS BOCKIUS LLP BARCLAYS GLOBAL INVESTORS, N.A.




                                                                Standard      Maximum
                                               Approximate     Creation/     Creation/
                                                Value of a     Redemption    Redemption
                                              Creation Unit   Transaction   Transaction
                Name of Fund                  as of _______       Fee           Fee




iShares MSCI Emerging Markets Index Fund     __________       ______        ______


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Created by Morningstar Document Research.
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ISHARES INC
485APOS
09/19/2002

MORGAN, LEWIS BOCKIUS LLP BARCLAYS GLOBAL INVESTORS, N.A.




                                             PAGE




GENERAL INFORMATION                                                                         1
INVESTMENT STRATEGIES AND RISKS                                                             1
      Exchange Listing and Trading                                                          1
      Lending Portfolio Securities                                                          2
      Repurchase Agreements                                                                 2
      Currency Transactions                                                                 3
      Futures Contracts and Options                                                         3
          Futures Transactions                                                              4
          Restrictions on the Use of Futures Contracts and Options on Future Contracts      5
          Federal Tax Treatment of Futures Contracts                                        5
          Future Developments                                                               5
      Swap Agreements                                                                       6
      Non-U.S. Equity Portfolios                                                            6
      Foreign Securities                                                                    6
      Investment Companies, REITs                                                           6
      Concentrations and Lack of Diversification of Certain Index Funds                     6
      Investments in Subject Equity Markets                                                 7
MSCI INDICES                                                                                7
INVESTMENT LIMITATIONS                                                                     10
MANAGEMENT OF THE COMPANY                                                                  12
      Directors and Officers of the Company                                                12
      Directors' Compensation                                                              14
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES                                        14
INVESTMENT ADVISORY MANAGEMENT, ADMINISTRATIVE
      AND DISTRIBUTION SERVICES                                                             15
      Investment Advisor, Custodian and Transfer Agent                                      15
BROKERAGE ALLOCATION                                                                        17
ADDITIONAL INFORMATION CONCERNING iSHARES                                                   19
      Capital Stock                                                                         19
      Book Entry Only System                                                                19
PURCHASE AND REDEMPTION OF iSHARES                                                          21
      Creation Units                                                                        21
      Purchase and Issuance of iShares in Creation Units                                    21
      Redemption of iShares in Creation Units                                               25
      Determining Net Asset Value                                                           27
      Continuous Offering                                                                   27
TAXES                                                                                       28
PERFORMANCE INFORMATION                                                                     29
COUNSEL AND INDEPENDENT AUDITORS                                                            32
      Counsel                                                                               32
      Independent Auditors                                                                  32
APPENDIX A                                                                               A-1


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ISHARES INC
485APOS
09/19/2002

IOPV




                                                           Interested Directors




                                   Position(s),          Principal Occupation(s)
       Name, Age and Address    Length of Service          During Past 5 Years




 *Garrett F. Bouton (56)       Director (2001),     Managing Director and Chief
 Barclays Global Investors     Chairman (since      Executive Officer (since
 45 Fremont Street             February 28, 2002)   1999) for Barclays Global
 San Francisco, CA 94105       and President.       Investors, N.A. ("BGI")
                                                    Global Individual Investor
                                                    Business; Global H.R.
                                                    Director (from 1996-1999)
                                                    for BGI.

 *Nathan Most (88)             Director (since      Consultant to BGI
 P.O. Box 193                               1996.00 (1998-present), American Stock
 Burlingame, CA 94011                               Exchange (1996-2000) and the
                                                    Hong Kong Stock Exchange (1998
                                                    to present); Consultant to the
                                                    Amsterdam Stock Exchange
                                                    (1997-1998); Consultant to the
                                                    Pacific Stock Exchange
                                                    (1997-1998); Formerly Senior
                                                    Vice President American Stock
                                                    Exchange (New Product
                                                    Development) (1976-1996).



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  Other Directorships Held




Chairman of the Board of
Directors (since 1998) of
BGFA; Director (since
1998) of BGI; Director of
various Barclays
subsidiaries (since 1997).



None.
ISHARES INC
485APOS
09/19/2002

IOPV




                                                     Independent Directors


                                Position(s),        Principal Occupation(s)
   Name, Age and Address     Length of Service        During Past 5 Years




 John B. Carroll (65)       Director (since     Retired Vice President of
 520 Main Street                        1996.00 Investment Management
 Ridgefield, CT 06877                           (1984-2000) of Verizon
                                                Corporation; Advisory Board
                                                member of Ibbotson
                                                Associates (1992-1998);
                                                former Vice Chairman and
                                                Executive Committee Member
                                                (1994-1998) of the Committee
                                                on Investment of Employee
                                                Benefit Assets of the
                                                Financial Executive
                                                Institute.

 Richard K. Lyons (41)      Director            Professor, University of
 Haas School of Business,               2001.00 California, Berkeley: Haas
 UC Berkeley                                    School of Business (since
 Berkeley, CA 94720                             1993); Consultant for IMF
                                                World Bank, Federal Reserve
                                                Bank, and Citibank N.A.
                                                (since 2000)


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  Other Directorships Held




Trustee and member of the
Executive Committee (since
1991) of The Common Fund
Institutional Funds, a
non-profit organization;
Member of the Board of
Managers of JP Morgan
Private Equity Funds.




Board of Trustees:
Matthews Asian Funds since
1995 (oversees 6
portfolios).
ISHARES INC
485APOS
09/19/2002

IOPV




                                                       Independent Directors (continued)


                                    Position(s),            Principal Occupation(s)
       Name, Age and Address     Length of Service            During Past 5 Years




George C. Parker (61)          Director (since       Dean Witter Distinguished
Graduate School of Business                  2001.00 Professor of Finance (since
(Room K301)                                          1994); Associate Dean for
Stanford University                                  Academic Affairs, Director
521 Memorial Way                                     of MBA Program, and
Stanford, CA 94305                                   Professor, Stanford
                                                     University: Graduate School
                                                     of Business (1993-2001).



W. Allen Reed (54)             Director (since       President and Chief
General Motors Investment                    1996.00 Executive Officer (since
Management Corp.                                     1994) of General Motors
767 Fifth Avenue                                     Investment Management
New York, NY 10153                                   Corporation.




                               Officer               Officers who are not Directors


                                                     Principal Occupation(s)
   Name, Age and Address       Position              During Past 5 Years

                               <C>                   <C>
Lee T. Kranefuss (39)          Vice President        Chief Executive Officer of
Barclays Global Investors                            the Individual Investor
45 Fremont Street                                    Business of BGI; The Boston
San Francisco, CA 94105                              Consulting Group (until
                                                     1997).

Michael Latham (35)            Secretary,            Director of Mutual Fund
Barclays Global Investors      Treasurer and         Delivery in the U.S.
45 Fremont Street              Principal             Individual Investor Business
San Francisco, CA 94105        Financial Officer     of BGI (since 2000); Head of
                                                    Operations, BGI Europe
                                                    (1997-2000)

Donna M. Rogers (35)          Assistant Treasurer   Senior Director (formerly
Investors Bank & Trust Co.                          Director), Mutual Fund
200 Clarendon Street                                Administration at Investors
Boston, MA 02116                                    Bank & Trust Company
                                                    ("IBT")(since 1994).
Jeffrey J. Gaboury (33)       Assistant Treasurer   Director (formerly Manager),
Investors Bank & Trust Co.                          Mutual Fund Administration,
200 Clarendon Street                                Reporting and Compliance,
Boston, MA 02116                                    IBT (since 1996)

Susan C. Mosher (47)          Assistant Secretary   Senior Director & Senior
Investors Bank & Trust Co.                          Counsel, Mutual Fund
200 Clarendon Street                                Administration, IBT (since
Boston, MA 02116                                    1995).

Sandra I. Madden (35)         Assistant Secretary   Associate Counsel, Mutual
Investors Bank & Trust Co.                          Fund Administration, IBT
200 Clarendon Street                                (since 1999); Associate,
Boston, MA 02116                                    Scudder Kemper Investments,
                                                    Inc. (1996-1999).


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        Other Directorships Held




Board of Directors: Affinity Group
(since 1998); Bailard, Biehl and
Kaiser, Inc. (since 1985);
California Casualty Group of
Insurance Companies (since 1978);
Continental Airlines, Inc. (since
1996); Community First Financial
Group (since 1995); Dresdner/RCM
Mutual Funds (1994-2002); Tyon
Ranch Company (since 1999).

Director (since 1994) of General
Motors Investment Management
Corporation; Director (1995-1998)
of Taubman Centers, Inc. (a real
estate investment trust); Director
(since 1992) of FLIR Systems (an
imaging technology company);
Director (since 1994) of General
Motors Acceptance Corporation;
Director (since 1994) of GMAC
Insurance Holdings, Inc.; Director
(since 1995) of Global Emerging
Markets Fund; Director (since 2000)
of Temple Inland Industries;
Chairman (since 1995) of the
Investment Advisory Committee of
Howard Hughes Medical Institute.




Directorships Held by Officers

<C>
Board of Trustees for Barclays
Global Investors Funds and Master
Investment Portfolios (since 2001).



None.
None.




None.




None.




None.
ISHARES INC
485APOS
09/19/2002

IOPV




Lois Towers (52)            Assistant Vice       US Compliance Officer, BGI
Barclays Global Investors   President-AML        (since 1999);
45 Fremont Street           Compliance Officer
San Francisco, CA 94105


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ISHARES INC
485APOS
09/19/2002

IOPV




                          Aggregate          Pension or
                          Estimated          Retirement                            Total Estimated
                         Compensation     Benefits Accrued     Estimated Annual      Compensation
                           from the      As Part of Company     Benefits Upon       From the Fund
       Name of Trustee     Company           Expenses**          Retirement**     and Fund Complex*




Garrett F. Bouton***                0   Not   Applicable.     Not   Applicable.                   0
John B. Carroll                50,000   Not   Applicable.     Not   Applicable.              50,000
Richard K. Lyons***                 0   Not   Applicable.     Not   Applicable.              52,500
Nathan Most                   119,500   Not   Applicable.     Not   Applicable.             172,000
George G.C. Parker***               0   Not   Applicable.     Not   Applicable.              52,500
W. Allen Reed                  50,000   Not   Applicable.     Not   Applicable.              50,000


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ISHARES INC
485APOS
09/19/2002

IOPV




  Name of Director                    Dollar Range of Equity Securities in the Funds




                     iShares   S&P 500 Index Fund:
                     iShares   Dow Jones U.S. Technology Sector Index Fund:
Garrett F. Bouton    iShares   Russell 2000 Value Index Fund:
                     iShares   Russell 1000 Value Index Fund:

Nathan Most          iShares MSCI EAFE Index Fund:

John B. Carroll      N/A

Richard K. Lyons     iShares S&P 500 Index Fund:

                     iShares   S&P 100 Index Fund:
                     iShares   S&P Midcap 400/Barra Value Index Fund:
                     iShares   S&P Global 100 Index Fund: 10,001 - 50,000
                     iShares   Dow Jones U.S. Technology Sector Index Fund: 10,001 - 50,000
                     iShares   Russell 1000 Value Index Fund:
George G.C. Parker   iShares   MSCI France Index Fund:
                     iShares   MSCI Mexico Index Fund: 10,001 - 50,000
                     iShares   MSCI Singapore Index Fund: 10,001 - 50,000
                     iShares   MSCI South Korea Index Fund:
                     iShares   MSCI United Kingdom Index Fund: 10,001 - 50,000

W. Allen Reed        N/A



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 Aggregate Dollar Range of Equity
   Securities in All Registered
 Investment Companies Overseen by
 Director in Family of Investment
            Companies




over 100,000




over 100,000

N/A

1 - 10,000

over 100,000




N/A
ISHARES INC
485APOS
09/19/2002

IOPV




                      Name of Owners and
                       Relationship to
  Name of Trustee          Director                   Company           Title of Class




Garrett F. Bouton    Self                   Barclays Global Investors   Options

Nathan Most          N/A

John B. Carroll      N/A

Richard K. Lyons     N/A

George G.C. Parker   N/A

W. Allen Reed        N/A



____________________________
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 Value of Securities    Percent of Class




None (not exercised)   N/A
ISHARES INC
485APOS
09/19/2002

IOPV




                                            Position and Office          Positions and Offices
          Name                                with Underwriter              with Registrant




Alfred P. West, Jr.       Director, Chairman of the Board of Directors
Richard B. Lieb           Director, Executive Vice President
Carmen V. Romeo           Director
Mark J. Held              President & Chief Operating Officer
Dennis J. McGonigle       Executive Vice President
Robert M. Silvestri       Chief Financial Officer & Treasurer
Todd Cipperman            Senior Vice President & General Counsel
Carl A. Guarino           Senior Vice President
Jack May                  Senior Vice President
Kevin P. Robins           Senior Vice President
Patrick K. Walsh          Senior Vice President
Wayne M. Withrow          Senior Vice President
Robert Aller              Vice President
John D. Anderson          Vice President & Managing Director
Timothy D. Barto          Vice President & Assistant Secretary
Robert Crudup             Vice President & Managing Director
Richard A. Deak           Vice President & Assistant Secretary
Scott W. Dellorfano       Vice President & Managing Director
Barbara Doyne             Vice President
Jeff Drennen              Vice President
Scott C. Fanatico         Vice President & Managing Director
Vic Galef                 Vice President & Managing Director
Steven A. Gardner         Vice President & Managing Director
Lydia A. Gavalis          Vice President & Assistant Secretary
Greg Gettinger            Vice President & Assistant Secretary
Kathy Heilig              Vice President
Jeff Jacobs               Vice President
Bridget Jensen            Vice President
Samuel King               Vice President
John Kirk                 Vice President & Managing Director
Kim Kirk                  Vice President & Managing Director
John Krzeminski           Vice President & Managing Director
Karen LaTourette          Secretary
Alan H. Lauder            Vice President
Paul Lonergan             Vice President & Managing Director
Ellen Marquis             Vice President
Christine M. McCullough   Vice President & Assistant Secretary
Carolyn McLaurin          Vice President & Managing Director
Mark Nagle                Vice President
Joanne Nelson             Vice President
Rob Redican               Vice President
Maria Rinehart            Vice President


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ISHARES INC
485APOS
09/19/2002

IOPV




                                      Position and Office          Positions and Offices
          Name                          with Underwriter              with Registrant




Steve Smith               Vice   President
Daniel Spaventa           Vice   President
Kathryn L. Stanton        Vice   President
Sherry K. Vetterlein      Vice   President & Assistant Secretary
Lori L. White             Vice   President & Assistant Secretary
William E. Zitelli, Jr.   Vice   President & Assistant Secretary


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