Securities Exchange Act of 1934 - Rules 13a-14 and 15d-14

May 19, 2005

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented in your letter, this Division will not recommend enforcement action to the Commission if iShares COMEX Gold Trust complies with the certification requirements of Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as applicable, by providing certifications in the exact form of the certification provided in your letter.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only. It does not express any legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/ishares051905.htm