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U.S. Securities and Exchange Commission

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

November 27, 2006

Response of the Office of Chief Counsel
Division of Corporation Finance


iShares COMEX Gold Trust
Incoming letter dated November 20, 2006

Based on the facts presented in your letter, the Division will not recommend enforcement action to the Commission if, following the substitution of Barclays Global Investors International Inc., in place of Barclays Global Investors, N.A., as the sponsor of iShares COMEX Gold Trust, iShares COMEX Gold Trust complies with the certification requirements of Rules 13a-14(a) and 15(d)-14(a) 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 and does not express any legal conclusion on the question presented.


Carol M. McGee
Deputy Chief Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 12/12/2006