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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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|x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2006.



| ̈ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
to.

Commission file numbers: 333-126810 (Registrant)

333-126810-01 (Co-Registrant)



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iShares® GSCI® Commodity-Indexed Trust

iShares® GSCI® Commodity-Indexed Investing Pool LLC

(Rule 140 Co-Registrant)

(Exact name of Registrant as specified in its charter)



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|                                                               |  |                                                   
|-------------------------------------------------------------- |  | --------------------------------------------------
|Delaware                                                       |  | 51-6573369 (Registrant) 34-2061331 (Co-Registrant)
|(State or other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification Numbers.)         

c/o Barclays Global Investors International, Inc.

45 Fremont Street

San Francisco,
California 94105

Attn: BGIs Product Management Team

Intermediary Investor and Exchange-Traded Products Department

(Address of
principal executive offices)

(415) 597-2000

(Registrant and Co-Registrants telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)



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Indicate by check mark whether the Registrant and
Co-Registrant (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) have been subject to such filing requirements for the past 90 days.    Yes  x    No ̈

Indicate by check mark whether the Registrant and Co-Registrant are large accelerated
filers, accelerated filers, or non-accelerated filers. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one.)



|                          |  |                     |  |                           
|------------------------- |  | ------------------- |  | --------------------------
|Large accelerated filers ̈ |  | Accelerated filers ̈ |  | Non-accelerated filers   x

Indicate by check mark whether the Registrant and Co-Registrant are shell companies (as defined in Rule 12b-2 of
the Exchange Act).    Yes ̈No  x



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|                               |  |                                                                                                                                                |  |     
|------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                               |  |                                                                                                                                                |  | Page
|PART I  FINANCIAL INFORMATION |  |                                                                                                                                               
|                               |  |                                                                                                                                               
|Item 1.                        |  | Financial Statements                                                                                                                           |  | 1   
|                               |  |                                                                                                                                               
|                               |  | iShares® GSCI® Commodity-Indexed Trust                                                                                                         |  |     
|                               |  |                                                                                                                                               
|                               |  | Statements of Financial Condition at September 30, 2006 (Unaudited) and July 10, 2006 (Commencement of Operations)                             |  | 1   
|                               |  |                                                                                                                                               
|                               |  | Statement of Operations for the period from July 10, 2006 (Commencement of Operations) through September 30, 2006 (Unaudited)                  |  | 2   
|                               |  |                                                                                                                                               
|                               |  | Statement of Changes in Shareholders Capital for the period from July 10, 2006 (Commencement of Operations) to September 30, 2006 (Unaudited) |  | 3   
|                               |  |                                                                                                                                               
|                               |  | Statement of Cash Flows for the period from July 10, 2006 (Commencement of Operations) through September 30, 2006 (Unaudited)                  |  | 4   
|                               |  |                                                                                                                                               
|                               |  | Notes to Financial Statements (Unaudited)                                                                                                      |  | 5   
|                               |  |                                                                                                                                               
|                               |  | iShares® GSCI® Commodity-Indexed Investing Pool LLC                                                                                            |  |     
|                               |  |                                                                                                                                               
|                               |  | Statements of Financial Condition at September 30, 2006 (Unaudited) and July 10, 2006 (Commencement of Operations)                             |  | 8   
|                               |  |                                                                                                                                               
|                               |  | Statement of Operations for the period from July 10, 2006 (Commencement of Operations) through September 30, 2006 (Unaudited)                  |  | 9   
|                               |  |                                                                                                                                               
|                               |  | Statement of Changes in Members Equity for the period from July 10, 2006 (Commencement of Operations) through September 30, 2006 (Unaudited)  |  | 10  
|                               |  |                                                                                                                                               
|                               |  | Statement of Cash Flows for the period from July 10, 2006 (Commencement of Operations) through September 30, 2006 (Unaudited)                  |  | 11  
|                               |  |                                                                                                                                               
|                               |  | Notes to Financial Statements (Unaudited)                                                                                                      |  | 12  
|                               |  |                                                                                                                                               
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                          |  | 15  
|                               |  |                                                                                                                                               
|Item 3.                        |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                     |  | 17  
|                               |  |                                                                                                                                               
|Item 4.                        |  | Controls and Procedures                                                                                                                        |  | 17  



i



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|                            |  |                                                                                                          |  |   
|--------------------------- |  | -------------------------------------------------------------------------------------------------------- |  | --
|PART II  OTHER INFORMATION |  |                                                                                                         
|                            |  |                                                                                                         
|Item 1.                     |  | Legal Proceedings                                                                                        |  | 18
|                            |  |                                                                                                         
|Item 1A.                    |  | Risk Factors                                                                                             |  | 18
|                            |  |                                                                                                         
|Item 2.                     |  | Unregistered Sales of Equity Securities and Use of Proceeds                                              |  | 18
|                            |  |                                                                                                         
|Item 3.                     |  | Defaults Upon Senior Securities                                                                          |  | 18
|                            |  |                                                                                                         
|Item 4.                     |  | Submission of Matters to a Vote of Security Holders                                                      |  | 18
|                            |  |                                                                                                         
|Item 5.                     |  | Other Information                                                                                        |  | 18
|                            |  |                                                                                                         
|Item 6.                     |  | Exhibits                                                                                                 |  | 19
|                            | 
|SIGNATURES                  |  | 20                                                                                                      
|                            |  |                                                                                                         
|                            |  | EXHIBIT INDEX                                                                                            |  |   
|                            |  |                                                                                                         
|                            |  | Exhibit 31.1: Certification of Lee T. Kranefuss for iShares® GSCI® Commodity-Indexed Trust               |  |   
|                            |  | Exhibit 31.2: Certification of Michael A. Latham for iShares® GSCI® Commodity-Indexed Trust              |  |   
|                            |  | Exhibit 31.3: Certification of Lee T. Kranefuss for iShares® GSCI® Commodity-Indexed Investing Pool LLC  |  |   
|                            |  | Exhibit 31.4: Certification of Michael A. Latham for iShares® GSCI® Commodity-Indexed Investing Pool LLC |  |   
|                            |  | Exhibit 32.1: Certification of Lee T. Kranefuss                                                          |  |   
|                            |  | Exhibit 32.2: Certification of Michael A. Latham                                                         |  |   



ii



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Part I  Financial Information

Item 1. Financial Statements

iShares® GSCI® Commodity-Indexed Trust

Statements of Financial Condition

September 30, 2006 (Unaudited) and

July 10, 2006 (Commencement of Operations)



|                                                                                                                                                                                                        |  |                                |            |               |   |           
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ---------- | ------------- | - | ----------
|                                                                                                                                                                                                        |  | September 30, 2006 (Unaudited) |            | July 10, 2006
|Assets                                                                                                                                                                                                  |  |                                |            |               |   |           
|Current Assets                                                                                                                                                                                          |  |                                |            |               |   |           
|Investment in iShares® GSCI® Commodity-Indexed Investing Pool LLC, at equity method                                                                                                                     |  | $                              | 56,782,638 |               | $ | 7,358,911 
|Receivable from shareholder                                                                                                                                                                             |  |                                |           |               |   | 7,359,336 
|                                                                                                                                                                                                        |  |                                |            |               |   |           
|Total Assets                                                                                                                                                                                            |  | $                              | 56,782,638 |               | $ | 14,718,247
|                                                                                                                                                                                                        |  |                                |            |               |   |           
|Liabilities and Shareholders Capital                                                                                                                                                                   |  |                                |            |               |   |           
|Current Liabilities                                                                                                                                                                                     |  |                                |            |               |   |           
|Payable to iShares® GSCI® Commodity-Indexed Investing Pool LLC                                                                                                                                          |  | $                              |           |               | $ | 7,359,336 
|                                                                                                                                                                                                        |  |                                |            |               |   |           
|Total Liabilities                                                                                                                                                                                       |  |                                |           |               |   | 7,359,336 
|                                                                                                                                                                                                        |  |                                |            |               |   |           
|                                                                                                                                                                                                        |  |                               
|Commitments and Contingent Liabilities (Notes 6 & 7)                                                                                                                                                    |  |                                |           |               |   |          
|                                                                                                                                                                                                        |  |                               
|Redeemable capital shares, no par value, unlimited amount authorized - 1,350,000 issued and outstanding on September 30, 2006 and 150,000
issued and outstanding on July 10, 2006 (at redemption value) |  |                                | 56,782,638 |               |   | 7,358,911 
|                                                                                                                                                                                                        |  |                                |            |               |   |           
|Total Shareholders Capital                                                                                                                                                                             |  |                                | 56,782,638 |               |   | 7,358,911 
|                                                                                                                                                                                                        |  |                                |            |               |   |           
|Total Liabilities and Shareholders Capital                                                                                                                                                             |  | $                              | 56,782,638 |               | $ | 14,718,247
|                                                                                                                                                                                                        |  |                                |            |               |   |           

See notes to financial statements.



1



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iShares® GSCI® Commodity-Indexed Trust

Statement of Operations

For the
Period from July 10, 2006 (Commencement of Operations)

through September 30, 2006 (Unaudited)



|                                                                                                       |  |   |            |  
|------------------------------------------------------------------------------------------------------ |  | - | ---------- | -
|Investment Income Allocated From iShares® GSCI® Commodity-Indexed Investing Pool LLC                   |  |   |            |  
|Interest                                                                                               |  | $ | 381,662    |  
|                                                                                                       |  |   |            |  
|Total investment income                                                                                |  |   | 381,662    |  
|                                                                                                       |  |   |            |  
|Expenses Allocated From iShares® GSCI® Commodity-Indexed Investing Pool LLC                            |  |   |            |  
|Management fee                                                                                         |  |   | 53,956     |  
|Brokerage commissions                                                                                  |  |   | 500        |  
|                                                                                                       |  |   |            |  
|Total expenses                                                                                         |  |   | 54,456     |  
|                                                                                                       |  |   |            |  
|Net investment income                                                                                  |  |   | 327,206    |  
|                                                                                                       |  |   |            |  
|                                                                                                       |  |   |            |  
|Realized and Unrealized Gain (Loss) Allocated From iShares® GSCI® Commodity-Indexed Investing Pool LLC |  |   |            |  
|Net realized gain on investments                                                                       |  |   | 10,226     |  
|Net realized loss on futures contracts                                                                 |  |   | (718,712   | )
|Net increase in unrealized loss on futures contracts                                                   |  |   | (5,859,782 | )
|                                                                                                       |  |   |            |  
|Net realized and unrealized loss                                                                       |  |   | (6,568,268 | )
|                                                                                                       |  |   |            |  
|Net loss                                                                                               |  | $ | (6,241,062 | )
|                                                                                                       |  |   |            |  
|Net loss per share                                                                                     |  | $ | (8.55      | )
|                                                                                                       |  |   |            |  
|Weighted-average shares outstanding                                                                    |  |   | 730,357    |  
|                                                                                                       |  |   |            |  

See notes to financial statements.



2



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iShares® GSCI® Commodity-Indexed Trust

Statement of Changes in Shareholders Capital

For the Period from July 10, 2006 (Commencement of Operations)

through September 30,
2006 (Unaudited)



|                                                     |  |   |             |  
|---------------------------------------------------- |  | - | ----------- | -
|Shareholders capital, beginning of period           |  | $ |            |  
|                                                     | 
|Contributions                                        |  |   | 78,788,773  |  
|Redemptions                                          |  |   | (15,765,073 | )
|Net investment income                                |  |   | 327,206     |  
|Net realized gain on investments                     |  |   | 10,226      |  
|Net realized loss on futures contracts               |  |   | (718,712    | )
|Net increase in unrealized loss on futures contracts |  |   | (5,859,782  | )
|                                                     |  |   |             |  
|Shareholders capital, end of period                 |  | $ | 56,782,638  |  
|                                                     |  |   |             |  

See notes to financial statements.



3



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iShares® GSCI® Commodity-Indexed Trust

Statement of Cash Flows

For the
Period from July 10, 2006 (Commencement of Operations)

through September 30, 2006 (Unaudited)



|                                                                              |  |   |             |  
|----------------------------------------------------------------------------- |  | - | ----------- | -
|Cash flows from operating activities                                          |  |   |             |  
|Net loss                                                                      |  | $ | (6,241,062  | )
|Adjustments to reconcile net loss to net cash used in operating activities:   |  |   |             |  
|Increase in investment in iShares® GSCI® Commodity-Indexed Investing Pool LLC |  |   | (56,782,638 | )
|                                                                              |  |   |             |  
|Net cash used in operating activities                                         |  |   | (63,023,700 | )
|                                                                              |  |   |             |  
|Cash flows from financing activities                                          |  |   |             |  
|Contributions                                                                 |  |   | 78,788,773  |  
|Redemptions                                                                   |  |   | (15,765,073 | )
|                                                                              |  |   |             |  
|Net cash provided by financing activities                                     |  |   | 63,023,700  |  
|                                                                              |  |   |             |  
|                                                                              | 
|Net increase in cash and cash equivalents                                     |  |   |            |  
|                                                                              |  |   |             |  
|Cash and cash equivalents                                                     |  |   |             |  
|Beginning of period                                                           |  |   |            |  
|                                                                              |  |   |             |  
|End of period                                                                 |  | $ |            |  
|                                                                              |  |   |             |  

See notes to financial statements.



4



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iShares® GSCI® Commodity-Indexed Trust

Notes to Financial Statements (Unaudited)

1 -
Organization

The iShares® GSCI® Commodity-Indexed Trust, or the Trust, was organized as a Delaware statutory trust on July 7, 2006 and commenced operations on July 10, 2006. Barclays Global
Investors International, Inc. is the Sponsor of the Trust and Barclays Global Investors, N.A. is the Trustee of the Trust. The Trust is governed by the Trust Agreement among the Sponsor, the Trustee and Wilmington Trust
Company, the Delaware trustee. The Trust issues units of beneficial interest, or Shares, representing fractional undivided beneficial interests in its net assets. Substantially all of the net assets of the Trust consist of its holdings
of the limited liability company interests of a commodity pool, which are the only securities in which the Trust may invest. That commodity pool, iShares® GSCI® Commodity-Indexed Investing Pool LLC, or the Investing Pool, holds long positions in future contracts on the GSCI® Excess Return Index, or GSCI-ER, listed on the Chicago Mercantile Exchange,
or the CME, called CERFs and posts margin in the form of cash, short-term or similar securities to collateralize its CERF positions. Margin has to be posted at the time the CERF position is established.

It is the objective of the Trust that the performance of the Shares will correspond generally to the performance of the GSCI® Total Return Index, or the Index, before payment of the
Trusts and the Investing Pools expenses.

The Trust and the Investing Pool are each commodity pools, as defined in the Commodity
Exchange Act and the applicable regulations of the Commodity Futures Trading Commissions, or CFTC, managed by Barclays Global Investors International, Inc., a commodity pool operator registered with the CFTC. Barclays Global Investors
International, Inc. is an indirect subsidiary of Barclays Bank PLC.

Neither the Trust nor the Investing Pool is an investment company
registered under the Investment Company Act of 1940.

2 - Summary of Significant Accounting Policies



| | A. | Basis of Accounting
| | -- | -------------------

The accompanying financial
statements have been prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of financial statements in conformity with U.S. GAAP requires management to make
certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.



| | B. | Investment in the Investing Pool
| | -- | --------------------------------

The Trusts
investment in the Investing Pool is valued at an amount equal to the value of the Trusts capital account in the Investing Pool, which approximates fair value.

The financial statements of the Investing Pool are included elsewhere in this report and should be read in conjunction with the Trusts financial statements.

At September 30, 2006, the Trust owned 99.96% of the Investing Pools net assets. Because the Trust invests substantially all of its assets in
the Investing Pool, the accounting policies of the Investing Pool, including the Investing Pools security valuation policies, will directly affect the recorded value of the Trusts investment in the Investing Pool. The Trust also receives
a daily allocation of its respective income, expenses and net realized and unrealized gains and losses in proportion to its investment in the Investing Pool.



5



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iShares® GSCI® Commodity-Indexed Trust

Notes to Financial Statements (Unaudited)
(Continued)



| | C. | Income Taxes
| | -- | ------------

The Trust is an association not
taxable as a corporation and is treated as a grantor trust for Federal, state and local income tax purposes.

No provision for Federal,
state, and local income taxes has been made in the accompanying financial statements because the Trust is not subject to income taxes. Shareholders are individually responsible for their own tax payments on their proportionate share of gains,
losses, credits, or deductions.



| | D. | Calculation of Net Asset Value
| | -- | ------------------------------

The net asset value
of the Trust on any given day is obtained by subtracting the Trusts accrued expenses and other liabilities on that day from the value of (1) the Trusts equity investment in the Investing Pool and (2) any other assets of the
Trust, as of the close of trading that day. The Trustee will determine the net asset value per share (the NAV) by dividing the net asset value of the Trust on a given day by the number of Shares outstanding or deemed to be outstanding at
the time the calculation is made. The NAV will be calculated on each day on which the New York Stock Exchange is open for regular trading, as soon as practicable after the close of regular trading of the Shares on the New York Stock Exchange
(normally at 4:15 P.M., New York City time).



| | E. | Distributions
| | -- | -------------

Interest and distributions received
by the Investing Pool on the assets posted as margin may be used to acquire additional CERFs or, in the discretion of the Sponsor, distributed to Shareholders. The Sponsor is under no obligation to make periodic distributions to Shareholders.

3 - Offering of the Shares

Shares are
issued and redeemed continuously in one or more blocks of 50,000 shares in exchange for a combination of CERFs and cash (or in the discretion of the Sponsor, short-term or similar securities in lieu of cash). The baskets of CERFs and cash (or in the
discretion of the Sponsor, short-term or similar securities in lieu of cash) will be transferred to or from the Investing Pool in exchange for limited liability company interests in the Investing Pool. In addition, the Investing Pool, and some other
types of market participants, will be required to deposit cash margin with their futures commission merchant, or FCM, with a value equal to 100% of the value of each CERF position at the time it is established. Individual investors
cannot purchase or redeem shares in direct transactions with the Trust. The Trust transacts only with registered broker-dealers that have entered into a contractual arrangement with the Trust and the Sponsor governing, among other matters, the
creation and redemption processes (such authorized broker-dealers are referred to as the Authorized Participants). Authorized Participants may redeem their Shares (as well as Shares on behalf of other investors) at any time on any
business day in one or more blocks of 50,000 shares. Redemptions of Trust shares in exchange for baskets of CERFs and cash (or in the discretion of the Sponsor, short-term or similar securities in lieu of cash) are treated as sales for financial
statement purposes.

On September 30, 2006, the Trust had 1,350,000 shares outstanding.

4 - Trust Expenses

The Trust is not expected to bear
any ordinary recurring expenses. The Sponsor has agreed to assume the following administrative, operational and marketing expenses: (1) the fees of the Trustee, Delaware trustee, Trust administrator and processing agent, (2) New York Stock
Exchange listing fees, (3) printing and mailing costs, (4) audit fees, (5) tax reporting costs, (6) license fees, and (7) up to $100,000 per annum in legal fees. The Sponsor has also paid the costs of the Trusts
organization and the initial sales of the Shares, including applicable SEC registration fees.



6



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iShares® GSCI® Commodity-Indexed Trust

Notes to Financial Statements (Unaudited)
(Continued)

5 - Related Parties

The Sponsor, the Manager and the Trustee are considered to be related parties to the Trust. The Trustees fee is paid by the Sponsor and is not a separate expense of the Trust. The Manager is paid by the Investing Pool and that fee is
an indirect expense of the Trust.

6 - Indemnification

The Sponsor and its shareholders, directors, officers, employees, affiliates (as such term is defined under the Securities Act of 1933, as amended) and subsidiaries shall be indemnified from the Trust and held
harmless against any loss, liability or expense arising out of or in connection with the performance of their obligations under the Trust Agreement incurred without their (1) negligence, bad faith, willful misconduct or willful malfeasance or
(2) reckless disregard of their obligations and duties under the Trust Agreement.

7 - Commitments and Contingent Liabilities

In the normal course of business, the Trust may enter into contracts with service providers that contain general indemnification clauses. The Trusts
maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet been made.



7



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iShares® GSCI® Commodity-Indexed Investing Pool LLC

Statements of Financial Condition

September 30, 2006 (Unaudited) and

July 10, 2006 (Commencement of Operations)



|                                                       |  |                                |            |               |   |          
|------------------------------------------------------ |  | ------------------------------ | ---------- | ------------- | - | ---------
|                                                       |  | September 30, 2006 (Unaudited) |            | July 10, 2006
|Assets                                                 |  |                                |            |               |   |          
|Current Assets                                         |  |                                |            |               |   |          
|Cash and cash equivalents                              |  | $                              | 56,230,587 |               | $ | 25,000   
|Receivable for open futures contracts                  |  |                                | 353,340    |               |   |         
|Interest receivable                                    |  |                                | 247,543    |               |   |         
|Receivable from members                                |  |                                |           |               |   | 7,359,336
|                                                       |  |                                |            |               |   |          
|Total Assets                                           |  | $                              | 56,831,470 |               | $ | 7,384,336
|                                                       |  |                                |            |               |   |          
|Liabilities and Members Equity                        |  |                                |            |               |   |          
|Current Liabilities                                    |  |                                |            |               |   |          
|Management fee payable                                 |  | $                              | 27,399     |               | $ |         
|Payable for open futures contracts                     |  |                                |           |               |   | 426      
|                                                       |  |                                |            |               |   |          
|Total Liabilities                                      |  |                                | 27,399     |               |   | 426      
|                                                       |  |                                |            |               |   |          
|Commitments and Contingent Liabilities (Notes 6 and 7) |  |                                |           |               |   |         
|                                                       |  |                               
|Members Equity                                        |  |                                |            |               |   |          
|General member                                         |  |                                | 21,433     |               |   | 24,999   
|Limited members                                        |  |                                | 56,782,638 |               |   | 7,358,911
|                                                       |  |                                |            |               |   |          
|Total Members Equity                                  |  |                                | 56,804,071 |               |   | 7,383,910
|                                                       |  |                                |            |               |   |          
|Total Liabilities and Members Equity                  |  | $                              | 56,831,470 |               | $ | 7,384,336
|                                                       |  |                                |            |               |   |          

See notes to financial statements.



8



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iShares® GSCI® Commodity-Indexed Investing Pool LLC

Statement of Operations

For the
Period from July 10, 2006 (Commencement of Operations)

through September 30, 2006 (Unaudited)



|                                                     |  |   |            |  
|---------------------------------------------------- |  | - | ---------- | -
|Investment Income                                    |  |   |            |  
|Interest                                             |  | $ | 381,942    |  
|                                                     |  |   |            |  
|Total investment income                              |  |   | 381,942    |  
|                                                     |  |   |            |  
|Expenses                                             |  |   |            |  
|Management fee                                       |  |   | 53,996     |  
|Brokerage commissions                                |  |   | 502        |  
|                                                     |  |   |            |  
|Total expenses                                       |  |   | 54,498     |  
|                                                     |  |   |            |  
|Net investment income                                |  |   | 327,444    |  
|                                                     |  |   |            |  
|Realized and Unrealized Gain (Loss)                  |  |   |            |  
|Net realized gain on investments                     |  |   | 10,234     |  
|Net realized loss on futures contracts               |  |   | (718,730   | )
|Net increase in unrealized loss on futures contracts |  |   | (5,863,577 | )
|                                                     |  |   |            |  
|Net realized and unrealized loss                     |  |   | (6,572,073 | )
|                                                     |  |   |            |  
|Net loss                                             |  | $ | (6,244,629 | )
|                                                     |  |   |            |  

See notes to financial statements.



9



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iShares® GSCI® Commodity-Indexed Investing Pool LLC

Statement of Changes in Members Equity

For the Period from July 10, 2006 (Commencement of Operations)

through September 30, 2006 (Unaudited)



|                                                     |  |               |        |   |                |   |             |                      |  |   |             |  
|---------------------------------------------------- |  | ------------- | ------ | - | -------------- | - | ----------- | -------------------- |  | - | ----------- | -
|                                                     |  | GeneralMember |        |   | Limited Member |   |             | Total MembersEquity | 
|Members equity, beginning of period                 |  | $             |       |   |                | $ |            |                      |  | $ |            |  
|                                                     |  |               |       
|Contributions                                        |  |               | 25,000 |   |                |   | 78,788,773  |                      |  |   | 78,813,773  |  
|Redemptions                                          |  |               |       |   |                |   | (15,765,073 | )                    |  |   | (15,765,073 | )
|Net investment income                                |  |               | 238    |   |                |   | 327,206     |                      |  |   | 327,444     |  
|Net realized gain on investments                     |  |               | 8      |   |                |   | 10,226      |                      |  |   | 10,234      |  
|Net realized loss on futures contracts               |  |               | (18    | ) |                |   | (718,712    | )                    |  |   | (718,730    | )
|Net increase in unrealized loss on futures contracts |  |               | (3,795 | ) |                |   | (5,859,782  | )                    |  |   | (5,863,577  | )
|                                                     |  |               |        |   |                |   |             |                      |  |   |             |  
|Members equity, end of period                       |  | $             | 21,433 |   |                | $ | 56,782,638  |                      |  | $ | 56,804,071  |  
|                                                     |  |               |        |   |                |   |             |                      |  |   |             |  

See notes to financial statements.



10



---

iShares® GSCI® Commodity-Indexed Investing Pool LLC

Statement of Cash Flows

For the
Period from July 10, 2006 (Commencement of Operations)

through September 30, 2006 (Unaudited)



|                                                                            |  |   |             |  
|--------------------------------------------------------------------------- |  | - | ----------- | -
|Cash flows from operating activities                                        |  |   |             |  
|Net loss                                                                    |  | $ | (6,244,629  | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |   |             |  
|Increase (decrease) in operating assets and liabilities:                    |  |   |             |  
|Receivable for open futures contracts                                       |  |   | (353,340    | )
|Interest receivable                                                         |  |   | (247,543    | )
|Management fee payable                                                      |  |   | 27,399      |  
|                                                                            |  |   |             |  
|Net cash used in operating activities                                       |  |   | (6,818,113  | )
|                                                                            |  |   |             |  
|Cash flows from financing activities                                        |  |   |             |  
|Contributions                                                               |  |   | 78,813,773  |  
|Redemptions                                                                 |  |   | (15,765,073 | )
|                                                                            |  |   |             |  
|Net cash provided by financing activities                                   |  |   | 63,048,700  |  
|                                                                            |  |   |             |  
|Net increase in cash and cash equivalents                                   |  |   | 56,230,587  |  
|                                                                            |  |   |             |  
|Cash and cash equivalents                                                   |  |   |             |  
|Beginning of period                                                         |  |   |            |  
|                                                                            |  |   |             |  
|End of period                                                               |  | $ | 56,230,587  |  
|                                                                            |  |   |             |  

See notes to financial statements.



11



---

iShares® GSCI® Commodity-Indexed Investing Pool LLC

Notes to Financial Statements (Unaudited)

1 -
Organization

The iShares GSCI Commodity-Indexed Investing Pool LLC, or the Investing Pool, is a limited liability company
organized under the laws of the State of Delaware on July 7, 2006 and commenced operations on July 10, 2006. Barclays Global Investors International, Inc. (the Manager) is responsible for the administration of the Investing
Pool. The Investing Pool holds long positions in futures contracts on the GSCI® Excess Return Index, or GSCI-ER, listed on the Chicago Mercantile Exchange, or the CME, called CERFs and posts margin in the form of cash, short-term or similar securities to
collateralize its CERF positions.

It is the objective of the Investing Pool that its performance will correspond generally to the
performance of the GSCI® Total Return Index, or the
Index, before payment of the Investing Pools expenses. The Investing Pool is a commodity pool, as defined in the Commodity Exchange Act and the applicable regulations of the Commodity Futures Trading Commissions, or
CFTC, and is operated by the Manager, a commodity pool operator registered with the CFTC. The Manager is an indirect subsidiary of Barclays Bank PLC. Barclays Global Fund Advisors (the Advisor), an indirect subsidiary of
Barclays Bank PLC, serves as the commodity trading advisor of the Investing Pool and is registered with the CFTC.

The Investing Pool is not
an investment company registered under the Investment Company Act of 1940, as amended.

2 - Summary of Significant Accounting Policies



| | A. | Basis of Accounting
| | -- | -------------------

The accompanying financial
statements have been prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of financial statements in conformity with U.S. GAAP requires management to make
certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.



| | B. | Investment in CERFs
| | -- | -------------------

CERFs are futures contracts
listed on the CME that have a term of approximately five years after listing and whose settlement at expiration is based on the value of the GSCI-ER at that time. The terms of the CERFs require the Investing Pool to deposit initial margin with a
value equal to 100% of the value of each CERF position at the time the position is established, thereby making those positions unleveraged. Because of this, additional variation margin payments will not be required. Although daily variation margins
are not required, daily fluctuations in the value of the CERFs are recorded as unrealized gain or loss. When a CERF is closed, the Investing Pool records a realized gain or loss based on the difference between the value of the CERF at the time it
was opened and the value at the time it was closed. The Investing Pool will deposit with the clearing futures commission merchant the required margin for the CERFs in the form of cash, short-term or similar securities.

CERFs are valued at fair value in accordance with FAS 133, which the Manager has determined to be that days announced CME settlement price for the
CERF. If there is no announced CME settlement price for the CERF on that day, the Manager will use the most recently announced CME settlement price unless the Manager determines that the price is inappropriate as a basis for the valuation of the
CERFs.



| | C. | Cash and Cash Equivalents
| | -- | -------------------------

The Investing Pool
defines cash and cash equivalents to be highly liquid investments with original maturities of three months or less.



12



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iShares® GSCI® Commodity-Indexed Investing Pool LLC

Notes to Financial Statements
(Unaudited) (Continued)



| | D. | Securities Transactions, Income and Expense Recognition
| | -- | -------------------------------------------------------

Securities transactions are accounted for on the trade date. Realized gains and losses on investment transactions are determined using the specific identification method. Other income and expenses are recognized on the accrual basis.



| | E. | Income Taxes
| | -- | ------------

The Investing Pool is an association
not taxable as a corporation and is treated as a partnership for federal, state and local income tax purposes.

No provision for federal,
state, and local income taxes has been made in the accompanying financial statements since the Investing Pool is not subject to income taxes. Holders of interests in the Investing Pool are individually responsible for their own tax payments on their
proportionate share of gains, losses, credits, or deductions.



| | F. | Calculation of Net Asset Value
| | -- | ------------------------------

The net asset value
of the Investing Pool on any given day is obtained by subtracting the Investing Pools accrued expenses and other liabilities on that day from the value of the assets of the Investing Pool, calculated on each day on which the New York Stock
Exchange is open for regular trading, as soon as practicable after the close of regular trading of the Shares on the New York Stock Exchange (normally at 4:15 P.M., New York City time).

3 - Offering of the Investing Pool Interests

Investing Pool interests are issued and redeemed only
to the Trust in exchange for a combination of CERFs and cash (or, in the discretion of the Sponsor, short-term or similar securities in lieu of cash). The baskets of CERFs and cash (or, in the discretion of the Sponsor, short-term or similar
securities in lieu of cash) will be transferred to or from the Trust in exchange for interests in the Investing Pool. Individual investors cannot purchase or redeem partnership interests in the Investing Pool. The Investing Pool transacts only with
the Trust and the Manager.

Redemptions of Investing Pool interests in exchange for CERFs and cash (or, in the discretion of the Sponsor,
short-term or similar securities in lieu of cash) are treated as sales for financial statement purposes.

4 - Pool Expenses

The Manager will pay the amounts that would otherwise be the ordinary operating expenses, if any, of the Investing Pool. In return for assuming these
operating expenses of the Investing Pool, the Manager will receive an allocation from the Investing Pool that will accrue daily at an annualized rate equal to 0.75% of the net asset value of the Investing Pool. The Manager has also paid the costs of
the Investing Pools organization.

5 - Related Parties

Barclays Global Investors International, Inc. is the Manager of the Investing Pool and Barclays Global Investors, N.A. is the Administrator of the Investing Pool. The Manager and Administrator
are considered to be related parties to the Trust and Investing Pool.



13



---

iShares® GSCI® Commodity-Indexed Investing Pool LLC

Notes to Financial Statements
(Unaudited) (Continued)

6 - Indemnification

The Trust, the Manager and any officers, agents and delegates of the Investing Pool (the Indemnitees) shall be entitled to indemnification from the Investing Pool for any loss, damage, claim or expense
(including reasonable attorneys fees) incurred by any Indemnitee by reason of any act or omission performed or omitted by such Indemnitee on behalf of the Investing Pool, unless such act or omission is the result of such Indemnitees
gross negligence, bad faith or willful misconduct, and provided that such indemnity shall be provided out of, and only to the extent of, the Investing Pools assets.

7 - Commitments and Contingent Liabilities

In the normal course of business, the Investing Pool may
enter into contracts with service providers that contain general indemnification clauses. The Investing Pools maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Investing Pool
that have not yet been made.

8 - Investing in CERFs

Substantially all of the Investing Pools assets are invested in CERFs. The CERFs settlement value at expiration is based on the value of GSCI-ER at that time. Therefore, the value of the Investing Pool
will fluctuate based upon the value of the GSCI-ER and the prices of the commodities underlying the GSCI-ER. The commodities markets have historically been extremely volatile.

As of September 30, 2006, the open CERFs were as follows:



|          |  |                 |  |                 |            |                     |   |          
|--------- |  | --------------- |  | --------------- | ---------- | ------------------- | - | ---------
|Contracts |  | Expiration Date |  | Notional Amount |            | Net Unrealized Loss
|906       |  | March 2011      |  | $               | 56,715,600 |                     | $ | 5,863,577

As of July 10, 2006, the open CERFs were as follows:



|          |  |                 |  |                 |           |                     |   |    
|--------- |  | --------------- |  | --------------- | --------- | ------------------- | - | ---
|Contracts |  | Expiration Date |  | Notional Amount |           | Net Unrealized Loss
|100       |  | March 2011      |  | $               | 7,380,000 |                     | $ | 426



14



---

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

This information
should be read in conjunction with the financial statements and notes to financial statements included in Item 1 of Part I of this Form 10-Q. The discussion and analysis that follows may contain statements that relate to future events or future
performance. In some cases, such forward-looking statements can be identified by terminology such as may, should, expect, plan, anticipate, believe, estimate,
predict, potential or the negative of these terms or other comparable terminology. None of the Sponsor, the Manager, the Trustee, the Delaware Trustee, nor any other person assumes responsibility for the accuracy or
completeness of forward-looking statements. None of the Sponsor, the Manager, the Trustee or the Delaware Trustee is under a duty to update any of the forward-looking statements to conform such statements to actual results or to a change in the
Sponsors expectations or predictions.

Introduction

The iShares® GSCI® Commodity-Indexed Trust, or the Trust, is a Delaware
statutory trust that issues units of beneficial interest, called Shares, representing fractional undivided beneficial interests in its net assets. Substantially all of the assets of the Trust consist of its holdings of the limited liability company
interests of a commodity pool, which are the only securities in which the Trust may invest. That commodity pool, iShares® GSCI® Commodity-Indexed Investing Pool LLC, or the Investing Pool, holds long positions in futures contracts on the GSCI® Excess Return Index, called CERFs, listed on the Chicago Mercantile Exchange and posts margin in the form of cash or
short-term or similar securities to collateralize its CERF positions. It is the objective of the Trust that the performance of the Shares will correspond generally to the performance of the GSCI® Total Return Index, or the Index, before payment of the Trusts and the Investing
Pools expenses and liabilities. The Index is intended to reflect the performance of a diversified group of commodities. Barclays Global Investors International, Inc. is the Sponsor of the Trust, and Barclays Global Investors, N.A. is the
Trustee of the Trust. The Trust and the Investing Pool are commodity pools, as defined in the Commodity Exchange Act and the applicable regulations of the Commodity Futures Trading Commission, and are operated by Barclays Global Investors
International, Inc., a commodity pool operator registered with the Commodity Futures Trading Commission. Neither the Trust nor the Investing Pool is an investment company registered under the Investment Company Act of 1940.

The Trust intends to offer additional Shares on a continuous basis. The Trust will issue and redeem Shares only in one or more blocks of 50,000 Shares called Baskets.
These transactions are in exchange for consideration (or redemption proceeds) consisting of CERFs and cash (or, in the discretion of the Sponsor, short-term or similar securities in lieu of cash) with a value equal to the net asset value per Basket
on the date the creation or redemption order is received. Only institutions that become Authorized Participants may purchase or redeem Baskets. Shareholders who are not Authorized Participants will have no right to redeem their Shares; they may
redeem their Shares only through an Authorized Participant and only in Baskets.

Shares of the Trust trade on the New York
Stock Exchange under the symbol GSG.

Valuation of CERFs; Computation of Trusts Net Asset Value.

On each Business Day on which the New York Stock Exchange is open for regular trading, as soon as practicable after the close of regular trading of the Shares on the New
York Stock Exchange (normally, 4:15 P.M., New York City time), the Trustee determines the net asset value of the Trust and the net asset value per share, or NAV, as of that time. The Trustee values the Trusts assets based upon the
determination by the Manager, which may act through the Investing Pool Administrator, of the net asset value of the Investing Pool. The Manager determines the net asset value of the Investing Pool as of the same time that the Trustee determines the
net asset value of the Trust.



15



---

The Manager values the Investing Pools long position in CERFs on the basis of that days announced CME
settlement price for the CERF. The value of the Investing Pools CERF position (including any related margin) equals the product of (a) the number of CERF contracts owned by the Investing Pool and (b) the settlement price on the date
of calculation. If there is no announced CME settlement price for the CERF on a Business Day, the Manager uses the most recently announced CME settlement price unless the Manager determines that that price is inappropriate as a basis for evaluation.
The daily settlement price for the CERF is established by the CME shortly after the close of trading in Chicago on each trading day.

The Manager values
all other property of the Investing Pool at (a) its current market value, if quotations for such property are readily available, or (b) its fair value, as reasonably determined by the Manager, if the current market value cannot be
determined.

Once the value of the CERFs and interest earned on any assets posted as margin and any other assets of the Investing Pool has been determined,
the Manager subtracts all accrued expenses and liabilities of the Investing Pool as of the time of calculation in order to calculate the net asset value of the Investing Pool. The Manager, or the Investing Pool Administrator on its behalf, then
calculates the value of the Trusts Investing Pool Interest and provides this information to the Trustee.

Once the value of the Trusts
Investing Pool Interests have been determined and provided to the Trustee, the Trustee subtracts all accrued expenses and other liabilities of the Trust from the total value of the assets of the Trust, in each case as of the calculation time. The
resulting amount is the net asset value of the Trust. The Trustee determines the NAV by dividing the net asset value of the Trust by the number of Shares outstanding at the time the calculation is made. Shares to be delivered under a creation order
are considered to be outstanding for purposes of determining the NAV if the applicable creation order was received by the Trustee prior to 2:40 P.M., New York City time (or, on any day on which the CME is scheduled to close early, prior to the close
of trading of CERFs on the CME on such day), on the date of calculation. Shares to be delivered under a redemption request are not considered to be outstanding for purposes of calculating the NAV if the applicable redemption request was received by
the Trustee prior to 2:40 P.M., New York City time (or, on any day on which the CME is scheduled to close early, prior to the close of trading of CERFs on the CME on such day), on the date of calculation.

Liquidity and Capital Resources

The Investing Pools assets
consist of CERFs and cash and short-term or similar securities that are posted as collateral for the Investing Pools CERF positions. The Trust and the Investing Pool do not anticipate any further need for liquidity because creations and
redemptions of Shares generally occur in kind and ordinary expenses are met by cash on hand. Interest earned on the assets posted as collateral are paid to the Investing Pool and are used to pay the fixed fee to the Manager and purchase additional
CERFs, or, in the discretion of the Sponsor, are distributed to Shareholders. In exchange for a fee based on the net asset value of the Investing Pool, the Sponsor and the Manager have agreed to assume most of the ordinary expenses incurred by the
Trust and the Investing Pool. In the case of an extraordinary expense, however, the Investing Pool could be forced to liquidate its CERF positions.

The
Sponsor is unaware of any trends, demands, conditions or events that are reasonably likely to result in material changes to the Trusts or the Investing Pools liquidity needs.

Because the Investing Pool trades CERFs, its capital is at risk due to changes in the value of the CERFs or other assets (market risk) or the inability of counterparties to perform (credit risk).

Market Risk

The Investing Pool holds CERF positions and posts cash
and short-term or similar securities as margin to collateralize the CERF positions. Because of this limited diversification of the Investing Pools assets, fluctuations in the value of the CERFs are expected to greatly impact the value of the
Shares. The value of the CERFs is expected to track generally the GSCI® Excess Return Index, although this correlation will not be exact. The GSCI® Excess Return index in turn reflects the value of a diversified group of



16



---

commodities. The market risk to be associated with the Investing Pools CERF positions will be limited to the amount
of the cash and short-term or similar securities posted as margin. The Investing Pools exposure to market risk will be influenced by a number of factors, including the liquidity of the CERF market and activities of other market participants.

Credit Risk

When the Investing Pool purchases CERFs,
the Investing Pool is exposed to the credit risk of a default by the CME clearing house, which services as the counterparty to each CERF position, and of a default by its clearing futures commission merchant, or Clearing FCM. In the case of such a
default, the Investing Pool could be unable to recover amounts due to it on its CERF positions and assets posted as margin.

Off-Balance Sheet
Arrangements and Contractual Obligations

The Trust and the Investing Pool have not used, nor do they expect to use, special purpose entities to
facilitate off-balance sheet financing arrangements. The Trust and the Investing Pool have no loan guarantee arrangements or off-balance sheet arrangements of any kind other than agreements entered into in the normal course of business, which may
include indemnification provisions related to certain risks service providers undertake in performing services that are in the best interests of the Trust and the Investing Pool. While the Trusts and the Investing Pools exposure under
such indemnification provisions cannot be estimated, these general business indemnifications are not expected to have a material impact on either the Trusts or the Investing Pools financial position.

Critical Accounting Estimates

The financial statements and
accompanying notes are prepared in accordance with generally accepted accounting principles in the United States of America. The preparation of these financial statements relies on estimates and assumptions that impact the Trusts and Investing
Pools financial position and results of operations. These estimates and assumptions affect the Trusts and Investing Pools application of accounting policies. In addition, please refer to Note 1 to the financial statements of the
Trust and Investing Pool for further discussion of the Trusts and the Investing Pools accounting policies.

Results of Operations

The Period from July 10, 2006 to September 30, 2006

Net Asset Value of Trust

The Trust commenced trading on July 10, 2006. The Trusts net asset value grew
from $7,358,911 at July 10, 2006 to $56,782,638 at September 30, 2006. The increase in the Trusts net asset value resulted primarily from an increase in outstanding shares, which rose from 150,000 at July 10, 2006 to 1,350,000
at September 30, 2006 due to 1,700,000 shares (34 baskets, each basket consisting of 50,000 shares) being created and 350,000 shares (7 baskets, each basket consisting of 50,000 shares) being redeemed during the quarter. The Trusts net
asset value was also affected by a decline in the price of CERFs during the period from July 10, 2006 to September 30, 2006, which price decreased from $738 per CERF to $626 per CERF.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

The duly authorized officers of the Sponsor and Manager performing functions equivalent
to those a principal executive officer and principal financial officer of the Trust and Investing Pool would perform if the Trust and Investing Pool had any officers, and with the participation of the Trustee and Investing Pool, have evaluated the
effectiveness of the Trusts and Investing Pools disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Trust and Investing Pool have been effective as of the end of the period covered by
this quarterly report.



17



---

There were no changes in the Trusts and Investing Pools internal control over financial reporting that
occurred during the Trusts and Investing Pools last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Trusts and Investing Pools internal control over financial reporting.

Part II  Other Information

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



|a) | None.
|-- | -----



|b) | As described in the Trusts registration statement on Form S-1 (No. 333-126810), proceeds received by the Trust from the issuance and sale of Shares to Authorized Participants
generally consist of long positions in CERFs and cash (or short-term or similar securities in lieu of cash). Such proceeds are delivered to the Investing Pool in return for interests in the Investing Pool. These assets are held on behalf of the
Investing Pool in an account with its clearing futures commission merchant until withdrawn in connection with redemptions of Shares or liquidated to pay expenses and liabilities of the Trust and the Investing Pool not assumed by the Sponsor or the
Manager.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|c) | After formation of the Trust and through September 30, 2006, 34 Baskets (1,700,000 shares) have been created, and 7 Baskets (350,000 shares) have been redeemed as follows:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                        |  |                                |  |                         |      
|--------------------------------------- |  | ------------------------------ |  | ----------------------- | -----
|Periods                                 |  | Total Number of SharesRedeemed |  | Average Price Per Share
|July 10, 2006 to July 31, 2006          |  |                               |  |                         |     
|August 1, 2006 to August 31, 2006       |  | 150,000                        |  | $                       | 50.82
|September 1, 2006 to September 30, 2006 |  | 200,000                        |  | $                       | 40.71

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.



18



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Item 6. Exhibits



|         |  |                                                                                                                                                                
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibits |  |                                                                                                                                                                
|4.1      |  | Trust Agreement*                                                                                                                                               
|         | 
|4.2      |  | Limited Liability Company Agreement*                                                                                                                           
|         | 
|4.3      |  | Form of Authorized Participant Agreement*                                                                                                                      
|         | 
|10.1     |  | Investment Advisory Agreement*                                                                                                                                 
|         | 
|10.2     |  | Form of Sublicense Agreement*                                                                                                                                  
|         | 
|10.3     |  | Form of Sublicense Agreement*                                                                                                                                  
|         | 
|10.4     |  | Form of Futures Commission Merchant Agreement*                                                                                                                 
|         | 
|31.1     |  | Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for iShares® GSCI® Commodity-Indexed Trust.             
|         | 
|31.2     |  | Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for iShares® GSCI® Commodity-Indexed Trust.             
|         | 
|31.3     |  | Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for iShares® GSCI® Commodity-Indexed Investing Pool LLC.
|         | 
|31.4     |  | Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for iShares® GSCI® Commodity-Indexed Investing Pool LLC.
|         | 
|32.1     |  | Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.         
|         | 
|32.2     |  | Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.         

---

|* | Incorporated by reference to our Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on July 18, 2006.
|- | -----------------------------------------------------------------------------------------------------------------------------------------



19



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant and Co-Registrant have duly
caused this report to be signed on its behalf by the undersigned in the capacities* indicated thereunto duly authorized.

Barclays Global Investors
International, Inc.

Sponsor of the iShares® GSCI® Commodity-Indexed Trust (Registrant)

Manager of the iShares® GSCI® Commodity-Indexed Investing Pool LLC (Co-Registrant)



|                             
|-----------------------------
|/s/ Lee T. Kranefuss         
|Lee T. Kranefuss             
|Chief Executive Officer      
|(Principal executive officer)
|Date: November 14, 2006      



|                             
|-----------------------------
|/s/ Michael A. Latham        
|Michael A. Latham            
|Chief Financial Officer      
|(Principal financial officer)
|Date: November 14, 2006      



---

|* | The Registrant is a trust and the Co-Registrant is a limited liability company and the persons are signing in their capacities as officers of Barclays Global Investors
International, Inc., the Sponsor of the Registrant and Manager of the Co-Registrant.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



20



---

EXHIBIT INDEX



|              |  |                                                                                                                                                                
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                        
|4.1           |  | Trust Agreement*                                                                                                                                               
|              | 
|4.2           |  | Limited Liability Company Agreement*                                                                                                                           
|              | 
|4.3           |  | Form of Authorized Participant Agreement*                                                                                                                      
|              | 
|10.1          |  | Investment Advisory Agreement*                                                                                                                                 
|              | 
|10.2          |  | Form of Sublicense Agreement*                                                                                                                                  
|              | 
|10.3          |  | Form of Sublicense Agreement*                                                                                                                                  
|              | 
|10.4          |  | Form of Futures Commission Merchant Agreement*                                                                                                                 
|              | 
|31.1          |  | Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                        
|              | 
|31.2          |  | Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                        
|              | 
|31.3          |  | Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for iShares® GSCI® Commodity-Indexed Investing Pool LLC.
|              | 
|31.4          |  | Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for iShares® GSCI® Commodity-Indexed Investing Pool LLC.
|              | 
|32.1          |  | Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.        
|              | 
|32.2          |  | Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.        

---

|* | Incorporated by reference to our Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on July 18, 2006.
|- | -----------------------------------------------------------------------------------------------------------------------------------------