UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q







|x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2008.
|- | ------------------------------------------------------------------------------------------------------------------------------------------



| ̈ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from
 to .
|- | -----------------------------------------------------------------------------------------------------------------------------

Commission file number: 001-32418





iShares® COMEX® Gold Trust

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|New York                                                       |  | 81-6124036                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

c/o Barclays Global Investors International, Inc.

400 Howard 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s telephone number, including area code)

N/A

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





Indicate by check mark whether the registrant (1) has 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) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of
the Exchange Act.



|                                                                       |  |                              |  |                     
|---------------------------------------------------------------------- |  | ---------------------------- |  | --------------------
|Large accelerated filer  x                                             |  |                              |  | Accelerated filer   ̈
|Non-accelerated filer   ̈ (Do not check if a smaller reporting company) |  | Smaller reporting company   ̈

Indicate by check mark whether the registrant is a shell company (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   
|                               |  |                                                                                                                                                      
|                               |  | Balance Sheets at September 30, 2008 (Unaudited) and December 31, 2007                                                                                |  | 1   
|                               |  |                                                                                                                                                      
|                               |  | Income Statements (Unaudited) for the three months ended September 30, 2008 and 2007 and the nine months ended September 30, 2008 and 2007            |  | 2   
|                               |  |                                                                                                                                                      
|                               |  | Statements of Changes in Shareholders Equity (Deficit) for the nine months ended September 30, 2008 (Unaudited) and the year ended December 31, 2007 |  | 3   
|                               |  |                                                                                                                                                      
|                               |  | Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2008 and 2007                                                            |  | 4   
|                               |  |                                                                                                                                                      
|                               |  | Notes to the Financial Statements (Unaudited)                                                                                                         |  | 5   
|                               |  |                                                                                                                                                      
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                 |  | 9   
|                               |  |                                                                                                                                                      
|Item 3.                        |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                            |  | 11  
|                               |  |                                                                                                                                                      
|Item 4.                        |  | Controls and Procedures                                                                                                                               |  | 11  
|                               |  |                                                                                                                                                      
|Item 4T.                       |  | Controls and Procedures                                                                                                                               |  | 11  
|                               | 
|PART II  OTHER INFORMATION    |  |                                                                                                                                                      
|                               |  |                                                                                                                                                      
|Item 1.                        |  | Legal Proceedings                                                                                                                                     |  | 11  
|                               |  |                                                                                                                                                      
|Item 1A.                       |  | Risk Factors                                                                                                                                          |  | 11  
|                               |  |                                                                                                                                                      
|Item 2.                        |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                           |  | 12  
|                               |  |                                                                                                                                                      
|Item 3.                        |  | Defaults Upon Senior Securities                                                                                                                       |  | 12  
|                               |  |                                                                                                                                                      
|Item 4.                        |  | Submission of Matters to a Vote of Security Holders                                                                                                   |  | 12  
|                               |  |                                                                                                                                                      
|Item 5.                        |  | Other Information                                                                                                                                     |  | 12  
|                               |  |                                                                                                                                                      
|Item 6.                        |  | Exhibits                                                                                                                                              |  | 13  
|                               | 
|SIGNATURES                     |  | 14                                                                                                                                                   



i



---

Part I  Financial Information



|Item 1. | Financial Statements
|------- | --------------------

iShares COMEX Gold Trust

Balance Sheets

At September 30, 2008 (Unaudited) and

December 31, 2007



|                                                                                                                                                                                                                |  |                   |           |   |                  |   |           |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | --------- | - | ---------------- | - | --------- | -
|(Dollar amounts in 000s)                                                                                                                                                                                       |  | September 30,2008 |           |   | December 31,2007 |  
|ASSETS                                                                                                                                                                                                          |  |                   |           |   |                  |   |           |  
|Current assets                                                                                                                                                                                                  |  |                   |           |   |                  |   |           |  
|Gold bullion inventory (fair value $1,783,795 and $1,481,769, respectively)                                                                                                                                     |  | $                 | 1,321,522 |   |                  | $ | 1,004,140 |  
|Receivable for capital shares sold                                                                                                                                                                              |  |                   | 17,506    |   |                  |   |          |  
|                                                                                                                                                                                                                |  |                   |           |   |                  |   |           |  
|TOTAL ASSETS                                                                                                                                                                                                    |  | $                 | 1,339,028 |   |                  | $ | 1,004,140 |  
|                                                                                                                                                                                                                |  |                   |           |   |                  |   |           |  
|LIABILITIES, REDEEMABLE CAPITAL SHARES AND SHAREHOLDERS EQUITY (DEFICIT)                                                                                                                                       |  |                   |           |   |                  |   |           |  
|Current liabilities                                                                                                                                                                                             |  |                   |           |   |                  |   |           |  
|Sponsors fees payable                                                                                                                                                                                          |  | $                 | 531       |   |                  | $ | 480       |  
|                                                                                                                                                                                                                |  |                   |           |   |                  |   |           |  
|Total Liabilities                                                                                                                                                                                               |  |                   | 531       |   |                  |   | 480       |  
|                                                                                                                                                                                                                |  |                  
|Commitments and contingent liabilities (Note 1F)                                                                                                                                                                |  |                   |          |   |                  |   |          |  
|Redeemable capital shares, no par value, unlimited amount authorized (at redemption value)  20,700,000 issued and outstanding at
September 30, 2008 and 17,950,000 issued and outstanding at December 31, 2007 |  |                   | 1,783,264 |   |                  |   | 1,481,289 |  
|Shareholders equity (deficit)                                                                                                                                                                                  |  |                   | (444,767  | ) |                  |   | (477,629  | )
|                                                                                                                                                                                                                |  |                   |           |   |                  |   |           |  
|TOTAL LIABILITIES, REDEEMABLE CAPITAL SHARES AND SHAREHOLDERS EQUITY (DEFICIT)                                                                                                                                 |  | $                 | 1,339,028 |   |                  | $ | 1,004,140 |  
|                                                                                                                                                                                                                |  |                   |           |   |                  |   |           |  

See notes to the financial statements.



1



---

iShares COMEX Gold Trust

Income Statements (Unaudited)

For the three months
ended September 30, 2008 and 2007 and

the nine months ended September 30, 2008 and 2007



|                                                      |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|----------------------------------------------------- |  | ------------------------------- | ---------- | - | ------------------------------ | - | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                                      |  | Three Months EndedSeptember 30, |            |   | Nine Months EndedSeptember 30, |  
|(Dollar amounts in 000s, except per share amounts)   |  | 2008                            |            |   | 2007                           |   |            | 2008 |  |   | 2007       |  
|Revenues                                              |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Proceeds from sales of gold to pay expenses           |  | $                               | 1,766      |   |                                | $ | 992        |      |  | $ | 5,242      |   |  | $ | 2,850      |  
|Cost of gold sold to pay expenses                     |  |                                 | (1,271     | ) |                                |   | (789       | )    |  |   | (3,665     | ) |  |   | (2,269     | )
|                                                      |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Gain on sales of gold to pay expenses                 |  |                                 | 495        |   |                                |   | 203        |      |  |   | 1,577      |   |  |   | 581        |  
|Gain on gold distributed for the redemption of shares |  |                                 | 20,050     |   |                                |   |           |      |  |   | 70,432     |   |  |   | 2,831      |  
|                                                      |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Total gain on sales and distributions of gold         |  |                                 | 20,545     |   |                                |   | 203        |      |  |   | 72,009     |   |  |   | 3,412      |  
|                                                      |  |                                 |            |  
|Expenses                                              |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Sponsors fees                                        |  |                                 | (1,720     | ) |                                |   | (1,037     | )    |  |   | (5,293     | ) |  |   | (2,916     | )
|                                                      |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Total expenses                                        |  |                                 | (1,720     | ) |                                |   | (1,037     | )    |  |   | (5,293     | ) |  |   | (2,916     | )
|                                                      |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|NET INCOME (LOSS)                                     |  | $                               | 18,825     |   |                                | $ | (834       | )    |  | $ | 66,716     |   |  | $ | 496        |  
|                                                      |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Net income (loss) per share                           |  | $                               | 0.95       |   |                                | $ | (0.05      | )    |  | $ | 3.35       |   |  | $ | 0.03       |  
|Weighted-average shares outstanding                   |  |                                 | 19,891,848 |   |                                |   | 15,321,196 |      |  |   | 19,940,511 |   |  |   | 14,787,363 |  

See notes to the financial statements.



2



---

iShares COMEX Gold Trust

Statements of Changes in Shareholders Equity (Deficit)

For the nine months ended September 30, 2008 (Unaudited) and the

year ended December 31, 2007



|                                                            |  |                                   |          |   |                            |   |          |  
|----------------------------------------------------------- |  | --------------------------------- | -------- | - | -------------------------- | - | -------- | -
|(Dollar amounts in 000s)                                   |  | Nine MonthsEndedSeptember 30,2008 |          |   | Year EndedDecember 31,2007 |  
|Shareholders equity (deficit) - beginning of period        |  | $                                 | (477,629 | ) |                            | $ | (162,737 | )
|Net income (loss)                                           |  |                                   | 66,716   |   |                            |   | (507     | )
|Adjustment of redeemable capital shares to redemption value |  |                                   | (33,854  | ) |                            |   | (314,385 | )
|                                                            |  |                                   |          |   |                            |   |          |  
|Shareholders equity (deficit) - end of period              |  | $                                 | (444,767 | ) |                            | $ | (477,629 | )
|                                                            |  |                                   |          |   |                            |   |          |  

See notes to the financial statements.



3



---

iShares COMEX Gold Trust

Statements of Cash Flows (Unaudited)

For the nine
months ended September 30, 2008 and 2007



|                                                                                  |  |                                |          |   |      |   |         |  
|--------------------------------------------------------------------------------- |  | ------------------------------ | -------- | - | ---- | - | ------- | -
|                                                                                  |  | Nine Months EndedSeptember 30, |         
|(Dollar amounts in 000s)                                                         |  | 2008                           |          |   | 2007 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                                |          |   |      |   |         |  
|Proceeds from sales of gold                                                       |  | $                              | 5,242    |   |      | $ | 2,850   |  
|Expenses  Sponsors fee paid                                                     |  |                                | (5,242   | ) |      |   | (2,850  | )
|                                                                                  |  |                                |          |   |      |   |         |  
|Net cash provided by operating activities                                         |  |                                |         |   |      |   |        |  
|                                                                                  |  |                                |          |   |      |   |         |  
|Increase (decrease) in cash                                                       |  |                                |         |   |      |   |        |  
|Cash, beginning of period                                                         |  |                                |         |   |      |   |        |  
|                                                                                  |  |                                |          |   |      |   |         |  
|Cash, end of period                                                               |  | $                              |         |   |      | $ |        |  
|                                                                                  |  |                                |          |   |      |   |         |  
|RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES:        |  |                                |          |   |      |   |         |  
|Net income                                                                        |  | $                              | 66,716   |   |      | $ | 496     |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                |          |   |      |   |         |  
|(Gain) on gold distributed for the redemption of shares                           |  |                                | (70,432  | ) |      |   | (2,831  | )
|Cost of gold sold to pay expenses                                                 |  |                                | 3,665    |   |      |   | 2,269   |  
|Increase in Sponsors fees payable                                                |  |                                | 51       |   |      |   | 66      |  
|                                                                                  |  |                                |          |   |      |   |         |  
|Net cash provided by operating activities                                         |  | $                              |         |   |      | $ |        |  
|                                                                                  |  |                                |          |   |      |   |         |  
|Supplemental disclosure of non-cash information:                                  |  |                                |          |   |      |   |         |  
|Carrying value of gold received for creation of shares                            |  | $                              | 521,203  |   |      | $ | 143,408 |  
|Carrying value of gold distributed for redemption of shares, at average cost      |  | $                              | (182,650 | ) |      | $ | (12,931 | )

See notes to the financial statements.



4



---

NOTES TO THE FINANCIAL STATEMENTS

As of September 30, 2008 (Unaudited)



|1. | ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
|-- | ------------------------------------------------

The iShares COMEX Gold
Trust (the Trust) was organized on January 21, 2005 as a New York Trust. The trustee is The Bank of New York (the Trustee) and is responsible for the day to day administration of the Trust. The Trusts sponsor is
Barclays Global Investors International, Inc. (the Sponsor), a Delaware corporation wholly-owned by Barclays Bank PLC. The Trust is governed by the amended and restated Depositary Trust Agreement dated as of February 7, 2007 (the
Trust Agreement).

The objective of the Trust is for the value of its shares to reflect, at any given time, the price of gold owned by the
Trust at that time, less the Trusts expenses and liabilities. The Trust is designed to provide a vehicle for investors to own interests in gold bullion.

The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United
States of America. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those estimates.

The accompanying unaudited financial statements were prepared
in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions for Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (the
SEC). In the opinion of management, all material adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the interim period financial statements have been made. Interim period results
are not necessarily indicative of results for a full-year period. These financial statements and the notes thereto should be read in conjunction with the Trusts financial statements included in its Annual Report on Form 10-K for the year ended
December 31, 2007 as filed with the SEC on February 27, 2008.



|A. | Gold Bullion
|-- | ------------

The Bank of Nova Scotia, (the Custodian),
is responsible for safekeeping the gold owned by the Trust.

For financial statement purposes, the gold bullion is valued at the lower of cost or market,
using the average cost method. Should the market value of the gold held be lower than its average cost during the interim periods of the same fiscal year, an adjustment of value below cost (market value reserve) is recorded by the Trust.
Gain or loss on sales of gold bullion is calculated on a trade date basis. Fair value of the gold bullion is based on the COMEX settlement price for the spot month gold futures contract, which at any time is the contract then closest to maturity
(COMEX Spot Settlement Price).



5



---

The following table summarizes activity in gold bullion for the three months ended September 30, 2008 (all balances
in 000s):



|                                               |  |         |   |  |             |           |   |           |   |           |                     |  |   |       
|---------------------------------------------- |  | ------- | - |  | ----------- | --------- | - | --------- | - | --------- | ------------------- |  | - | ------
|                                               |  | Ounces  |   |  | AverageCost |           |   | FairValue |   |           | RealizedGain (Loss)
|Beginning balance                              |  | 1,968.6 |   |  | $           | 1,250,841 |   |           | $ | 1,823,302 |                     |  |   |      
|Gold contributed                               |  | 172.5   |   |  |             | 152,911   |   |           |   | 152,911   |                     |  |   |      
|Gold distributed                               |  | (98.6   | ) |  |             | (63,453   | ) |           |   | (83,503   | )                   |  | $ | 20,050
|Gold sold                                      |  | (2.0    | ) |  |             | (1,271    | ) |           |   | (1,766    | )                   |  |   | 495   
|Adjustment for realized gain                   |  |        |   |  |             |          |   |           |   | 20,545    |                     |  |   |      
|Adjustment for unrealized gain on gold bullion |  |        |   |  |             |          |   |           |   | (127,694  | )                   |  |   |      
|                                               |  |         |   |  |             |           |   |           |   |           |                     |  |   |       
|Ending balance                                 |  | 2,040.5 |   |  | $           | 1,339,028 |   |           | $ | 1,783,795 |                     |  | $ | 20,545
|                                               |  |         |   |  |             |           |   |           |   |           |                     |  |   |       

The following table summarizes activity in gold bullion for the nine months ended September 30, 2008 (all
balances in 000s):



|                                               |  |         |   |  |             |           |   |           |   |           |                     |  |   |       
|---------------------------------------------- |  | ------- | - |  | ----------- | --------- | - | --------- | - | --------- | ------------------- |  | - | ------
|                                               |  | Ounces  |   |  | AverageCost |           |   | FairValue |   |           | RealizedGain (Loss)
|Beginning balance                              |  | 1,774.8 |   |  | $           | 1,004,140 |   |           | $ | 1,481,769 |                     |  |   |      
|Gold contributed                               |  | 557.8   |   |  |             | 521,203   |   |           |   | 521,203   |                     |  |   |      
|Gold distributed                               |  | (286.2  | ) |  |             | (182,650  | ) |           |   | (253,082  | )                   |  | $ | 70,432
|Gold sold                                      |  | (5.9    | ) |  |             | (3,665    | ) |           |   | (5,242    | )                   |  |   | 1,577 
|Adjustment for realized gain                   |  |        |   |  |             |          |   |           |   | 72,009    |                     |  |   |      
|Adjustment for unrealized gain on gold bullion |  |        |   |  |             |          |   |           |   | (32,862   | )                   |  |   |      
|                                               |  |         |   |  |             |           |   |           |   |           |                     |  |   |       
|Ending balance                                 |  | 2,040.5 |   |  | $           | 1,339,028 |   |           | $ | 1,783,795 |                     |  | $ | 72,009
|                                               |  |         |   |  |             |           |   |           |   |           |                     |  |   |       



|B. | Redeemable Capital Shares
|-- | -------------------------

Shares of the Trust are classified as
redeemable for balance sheet purposes, since they are subject to redemption. Trust shares are issued and redeemed continuously in aggregations of 50,000 shares in exchange for gold bullion rather than cash. Individual investors cannot
purchase or redeem shares in direct transactions with the Trust. The Trust only deals with registered broker-dealers eligible to settle securities transactions through the book-entry facilities of the Depository Trust Company and which have entered
into a contractual arrangement with the Trust and the Sponsor governing, among other matters, the creation and redemption processes (such broker-dealers are the Authorized Participants). Holders of shares of the Trust may redeem their
shares at any time acting through an Authorized Participant and in the prescribed aggregations of 50,000 shares; provided,that redemptions of shares may be suspended during any period while regular trading on the AMEX or COMEX is suspended
or restricted, or in which an emergency exists as a result of which delivery, disposal or evaluation of gold is not reasonably practicable.



6



---

The per-share amount of gold exchanged for a purchase or redemption is calculated daily by the Trustee, using the daily
COMEX Spot Settlement Price to calculate the gold amount in respect of any liabilities for which covering gold sales have not yet been made, and represents the per-share amount of gold held by the Trust, after giving effect to its liabilities, sales
to cover expenses and liabilities and any losses that may have occurred.

When gold is exchanged in settlement of a redemption, it is considered a sale of
gold for financial statement purposes.

Due to the expected continuing sales and redemption of capital stock and the three-day period for share settlement
the Trust reflects capital shares sold as a receivable, rather than as contra equity. Shares redeemed are reflected as a contra asset on the trade date. Outstanding Trust shares are reflected at redemption value, which is the net asset value per
share at the period ended date. Adjustments to redemption value are reflected in retained earnings.

Net asset value is computed by deducting all accrued
fees, expenses and other liabilities of the Trust, including the Trustees and Sponsors fees, from the fair value of the gold bullion held by the Trust.

Activity in redeemable capital shares is as follows (all balances in 000s):



|                            |  |                                      |   |  |                                     |           |   |        |        |   |        |   |           |  
|--------------------------- |  | ------------------------------------ | - |  | ----------------------------------- | --------- | - | ------ | ------ | - | ------ | - | --------- | -
|                            |  | Three Months EndedSeptember 30, 2008 |   |  | Nine Months EndedSeptember 30, 2008 |          
|                            |  | Shares                               |   |  | Amount                              |           |   | Shares |        |   | Amount |  
|Beginning balance           |  | 19,950                               |   |  | $                                   | 1,822,725 |   |        | 17,950 |   |        | $ | 1,481,289 |  
|Shares issued               |  | 1,750                                |   |  |                                     | 152,911   |   |        | 5,650  |   |        |   | 521,203   |  
|Shares redeemed             |  | (1,000                               | ) |  |                                     | (83,503   | ) |        | (2,900 | ) |        |   | (253,082  | )
|Redemption value adjustment |  |                                     |   |  |                                     | (108,869  | ) |        |       |   |        |   | 33,854    |  
|                            |  |                                      |   |  |                                     |           |   |        |        |   |        |   |           |  
|Ending balance              |  | 20,700                               |   |  | $                                   | 1,783,264 |   |        | 20,700 |   |        | $ | 1,783,264 |  
|                            |  |                                      |   |  |                                     |           |   |        |        |   |        |   |           |  



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

The Trust is treated as a grantor
trust for federal income tax purposes and, therefore, no provision for federal income taxes is required. Any interest and gains and losses are deemed passed through to the holders of shares of the Trust.



|D. | Expenses
|-- | --------

The Trust pays to the Sponsor a monthly Sponsors
fee that accrues daily at an annualized rate equal to 0.40% of the adjusted daily net asset value of the Trust, paid in arrears. The Sponsor has agreed to assume the following administrative and marketing expenses incurred by the Trust: the
Trustees monthly fee, the custodians fee, AMEX listing fees, SEC registration fees, printing and mailing costs, audit fees and expenses, and up to $100,000 per annum in legal fees and expenses.



|E. | Related Parties
|-- | ---------------

The Sponsor 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.



7



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|F. | Indemnifications
|-- | ----------------

Under the Trusts organizational documents,
the Sponsor is indemnified against liabilities or expenses it incurs without negligence, bad faith or willful misconduct on its part. 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 occurred.



|2. | CONCENTRATION RISK
|-- | ------------------

Substantially all of the Trusts assets are
holdings of gold bullion, which creates a concentration risk associated with fluctuations in the price of gold. Accordingly, a decline in the price of gold will have an adverse effect on the value of the shares of the Trust. Factors that may have
the effect of causing a decline in the price of gold include large sales by the official sector (governments, central banks and related institutions), an increase in the hedging activities of gold producers, and changes in the attitude towards gold
of speculators and other market participants.



8



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|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 the 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. Neither the sponsor, nor any other person assumes responsibility for the
accuracy or completeness of forward-looking statements. Neither the trust nor the sponsor 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 COMEX
Gold Trust (the Trust) is a grantor trust formed under the laws of the State of New York. The Trust does not have any officers, directors, or employees, and is administered by The Bank of New York (the Trustee) acting as
trustee pursuant to a Depositary Trust Agreement between the Trustee and Barclays Global Investors International, Inc., the sponsor of the Trust (the Sponsor). The Trust issues shares representing fractional undivided beneficial
interests in its net assets. The assets of the Trust consist primarily of gold bullion held by a custodian as an agent of the Trust and responsible only to the Trustee.

The Trust is a passive investment vehicle, and the objective of the Trust is merely for the value of each share approximately to reflect, at any given time, the price of the gold bullion owned by the Trust less the
Trusts liabilities (anticipated to be principally for accrued operating expenses) divided by the number of outstanding shares. The Trust does not engage in any activities designed to obtain a profit from, or ameliorate losses caused by,
changes in the price of gold.

The Trust issues and redeems shares only in exchange for gold, only in aggregations of 50,000 shares or integral multiples
thereof (each, a Basket), and only in transactions with registered broker-dealers that have previously entered into an agreement with the Trust governing the terms and conditions of such issuance (such dealers, the Authorized
Participants). A list of current Authorized Participants is available from the Sponsor or the Trustee.

Shares of the Trust trade on the AMEX under
the symbol IAU.

Valuation of Gold; Computation of Net Asset Value

On each business day, as soon as practicable after 4:00 p.m. (New York time), the Trustee evaluates the gold held by the Trust and determines the net asset value of the Trust and the net asset value per share. The
Trustee values the gold held by the Trust using the COMEX settlement price for the spot month gold futures contract, which at any time is the contract then closest to maturity (COMEX Spot Settlement Price). Having valued the gold held by
the Trust, the Trustee then subtracts all accrued fees (other than fees to be computed by reference to the value of the Trust or its assets), expenses and other liabilities of the Trust from the value of the gold and other assets of the Trust. The
result is the adjusted net asset value of the Trust, which is used to compute all fees (including the Trustees fee and the Sponsors fee), which are calculated from the value of the Trusts assets. To determine the net asset value of
the Trust, the Trustee subtracts from the adjusted net asset value of the Trust the amount of fees computed from the trust assets. The Trustee also computes the net asset value per share, by dividing the net asset value of the Trust by the number of
shares outstanding on the date the computation is made.

Liquidity

The Trust is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity needs. In exchange for a fee (the Sponsors fee), the
Sponsor has agreed to assume most of the expenses incurred by the Trust. As a result, the only ordinary expense of the Trust during the period covered by this report was the Sponsors fee. The Trusts only source of liquidity is its sales
of gold.



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Critical Accounting Estimates

The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements relies on estimates and assumptions that
impact the Trusts financial position and results of operations. These estimates and assumptions affect the Trusts application of accounting policies. Below we describe the valuation of gold bullion, a critical accounting policy that we
believe is important to understanding our results of operations and financial position. In addition, please refer to Note 1 of the Notes to the Financial Statements for further discussion of our accounting policies.

Valuation of Gold Bullion

Gold bullion held by the Trust is recorded
at the lower of cost or market. For purposes of this calculation, market values are based on the COMEX Spot Settlement Price. Should the market value of the gold bullion held be lower than its average cost, impairment to the carrying value of the
gold will be recorded and the COMEX Spot Settlement Price will be used as the value for financial statement purposes. As indicated above, the COMEX Spot Settlement Price is also used to value gold bullion held for purposes of calculating the net
asset value of the Trust, which in turn is used for the calculation of the redemption value of outstanding Trust shares.

There are other indicators of the
value of gold bullion that are available that could be different than that chosen by the Trust. The COMEX Spot Settlement Price is used since it is commonly used by the U.S. gold market as an indicator of the value of gold, and is required by the
Depositary Trust Agreement. The use of an indicator of value of gold bullion other than the COMEX Spot Settlement Price could result in materially different fair value pricing of the gold in the Trust, and as such, could result in different lower of
cost or market adjustments or in different redemption value adjustments of the outstanding redeemable capital shares.

The Quarter Ended
September 30, 2008

The Trusts net asset value fell from $1,822,725,444 at June 30, 2008 to $1,783,263,763 at September 30, 2008, a
2.16% decrease for the quarter. The decrease in the Trusts net asset value resulted primarily from a 5.61% decrease in the COMEX Spot Settlement Price, which fell from $926.20 at June 30, 2008 to $874.20 at September 30, 2008. The
decrease in the Trusts net assets was partially offset by an increase in outstanding shares, which rose from 19,950,000 shares at June 30, 2008 to 20,700,000 shares at September 30, 2008, a consequence of 1,750,000 shares (35
Baskets) being created and 1,000,000 shares (20 Baskets) being redeemed during the quarter.

The 5.61% decline in the COMEX Spot Settlement Price also
directly related to the 5.70% decrease in the Trusts net asset value per outstanding share from $91.36 at June 30, 2008 to $86.15 at September 30, 2008.

The Trusts net asset value per share declined slightly more than the COMEX Spot Settlement Price on a percentage basis due to the Sponsors fees, which were $1,719,765 for the quarter, or 0.10% of the
Trusts average weighted assets of $1,705,118,030 during the quarter. The net asset value per share of $96.43 on July 15, 2008 was the highest during the quarter, compared with a low during the period of $73.06 on September 11, 2008.
The net asset value of the Trust is obtained by subtracting the Trusts expenses and liabilities on any day from the value of the gold owned by the Trust on that day; the net asset value per share is obtained by dividing the net asset value of
the Trust on a given day by the number of shares outstanding on that day.

Net income for the quarter ended September 30, 2008 was $18,825,422,
resulting from a net gain of $495,118 on the sales of gold to pay expenses and a net gain of $20,050,069 on gold distributed for the redemption of shares, offset by the Sponsors fees of $1,719,765. Other than the Sponsors fees, the Trust
had no expenses during the period.

The Nine Months Ended September 30, 2008

The Trusts net asset value grew from $1,481,289,446 at December 31, 2007 to $1,783,263,763 at September 30, 2008, a 20.39% increase. The increase in the Trusts net asset value resulted primarily
from an increase in outstanding shares, which grew from 17,950,000 shares at December 31, 2007 to 20,700,000 shares at September 30, 2008, a consequence of 5,650,000 shares (113 Baskets) being created and 2,900,000 shares (58 Baskets)
being redeemed during the period.



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A positive change in the COMEX Spot Settlement Price, which increased 4.71% from $834.90 at December 31, 2007 to
$874.20 at September 30, 2008, directly related to the 4.40% increase in the Trusts net asset value per outstanding share from $82.52 at December 31, 2007 to $86.15 at September 30, 2008.

The Trusts net asset value per share increased less than the COMEX Spot Settlement Price on a percentage basis due to the Sponsors fees, which were
$5,293,489 for the period, or 0.30% of the Trusts average weighted assets of $1,763,409,417 during the period. The net asset value per share of $99.08 on March 18, 2008 was the highest during the period, compared with a low during the
period of $73.06 on September 11, 2008. The net asset value of the Trust is obtained by subtracting the Trusts expenses and liabilities on any day from the value of the gold owned by the Trust on that day; the net asset value per share is
obtained by dividing the net asset value of the Trust on a given day by the number of shares outstanding on that day.

Net income for the nine months ended
September 30, 2008 was $66,715,865, resulting from a net gain of $1,577,442 on the sales of gold to pay expenses and a net gain of $70,431,912 on gold distributed for the redemption of shares, offset by the Sponsors fees of $5,293,489.
Other than the Sponsors fees, the Trust had no expenses during the period.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

Not
applicable.



|Item 4. | Controls and Procedures
|------- | -----------------------

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

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



|Item 4T. | Controls and Procedures
|-------- | -----------------------

Not applicable.

Part II  Other Information



|Item 1. | Legal Proceedings
|------- | -----------------

None.



|Item 1A. | Risk Factors
|-------- | ------------

There has been no material change from risk factors
previously disclosed in the registrants Annual Report on Form 10-K for the year ended on December 31, 2007.



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



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



|b) | Not applicable.
|-- | ---------------



|c) | For the quarter ended September 30, 2008, 35 baskets (1,750,000 shares) have been created, and 20 Baskets (1,000,000 shares) have been redeemed as follows:
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------



|                     |  |                                |  |                                
|-------------------- |  | ------------------------------ |  | -------------------------------
|Period               |  | Total Number of SharesRedeemed |  | Average Ounces of GoldPer Share
|07/01/08 to 07/31/08 |  |                               |  |                               
|08/01/08 to 08/31/08 |  | 550,000                        |  | 0.09858                        
|09/01/08 to 09/30/08 |  | 450,000                        |  | 0.09855                        



|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------

None.



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

None.



|Item 5. | Other Information
|------- | -----------------

None.



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|Item 6. | Exhibits
|------- | --------

Exhibits



|            |  |                                                                                                                                                        |  |                                                                                                                
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                           
|4.1         |  | Amended and Restated Depositary Trust Agreement                                                                                                        |  | Incorporated by reference to Exhibit 4.1 filed with Current Report on Form 8-K on February 7, 2007             
|            |  |                                                                                                                                                       
|4.2         |  | Form of Authorized Participant Agreement                                                                                                               |  | Incorporated by reference to Exhibit 4.2 filed with Registration Statement No. 333-112589 on January 25, 2005  
|            |  |                                                                                                                                                       
|10.1        |  | Form of Custodian Agreement                                                                                                                            |  | Incorporated by reference to Exhibit 10.1 filed with Registration Statement No. 333-112589 on November 12, 2004
|            |  |                                                                                                                                                       
|10.2        |  | Form of Sub-license Agreement                                                                                                                          |  | Incorporated by reference to Exhibit 10.2 filed with Registration Statement No. 333-112589 on January 25, 2005 
|            |  |                                                                                                                                                       
|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.                                                |  |                                                                                                                
|            |  |                                                                                                                                                       
|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. |  |                                                                                                                



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has 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 COMEX Gold Trust
|(Registrant)                                                                         
|                                                                                     
|/s/ Lee T. Kranefuss                                                                 
|Lee T. Kranefuss                                                                     
|Chief Executive Officer                                                              
|(Principal executive officer)                                                        
|Date:                                                                                 |  | November 7, 2008
|                                                                                     
|/s/ Michael A. Latham                                                                
|Michael A. Latham                                                                    
|Chief Financial Officer                                                              
|(Principal financial officer)                                                        
|Date:                                                                                 |  | November 7, 2008



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



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