##### Table of Contents





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 March 31, 2009.



| ̈ | 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 |  | (I.R.S. Employer   
|incorporation or organization)  |  | 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 has
submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).    Yes   ̈    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 March 31, 2009 (Unaudited) and December 31, 2008                                                                                  |  | 1   
|                               |  |                                                                                                                                                    
|                               |  | Income Statements (Unaudited) for the three months ended March 31, 2009 and 2008                                                                    |  | 2   
|                               |  |                                                                                                                                                    
|                               |  | Statements of Changes in Shareholders Equity (Deficit) for the three months ended March 31, 2009 (Unaudited) and the
 year ended December 31, 2008 |  | 3   
|                               |  |                                                                                                                                                    
|                               |  | Statements of Cash Flows (Unaudited) for the three months ended March 31, 2009 and 2008                                                             |  | 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                                                                                         |  | 11  
|                               |  |                                                                                                                                                    
|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                                                                                                                                                 



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##### Table of Contents

Part I  Financial Information

Item 1. Financial Statements

iShares®
COMEX® Gold Trust

Balance Sheets

At March 31, 2009 (Unaudited) and December 31, 2008



|                                                                                                                                                                                                            |  |               |           |   |                  |   |           |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | --------- | - | ---------------- | - | --------- | -
|(Dollar amounts in $000s)                                                                                                                                                                                  |  | March 31,2009 |           |   | December 31,2008 |  
|ASSETS                                                                                                                                                                                                      |  |               |           |   |                  |   |           |  
|Current assets                                                                                                                                                                                              |  |               |           |   |                  |   |           |  
|Gold bullion inventory (fair value of $2,010,516 and $1,896,894, respectively)                                                                                                                              |  | $             | 1,499,373 |   |                  | $ | 1,448,373 |  
|                                                                                                                                                                                                            |  |               |           |   |                  |   |           |  
|TOTAL ASSETS                                                                                                                                                                                                |  | $             | 1,499,373 |   |                  | $ | 1,448,373 |  
|                                                                                                                                                                                                            |  |               |           |   |                  |   |           |  
|LIABILITIES, REDEEMABLE CAPITAL SHARES AND SHAREHOLDERS EQUITY (DEFICIT)                                                                                                                                   |  |               |           |   |                  |   |           |  
|Current liabilities                                                                                                                                                                                         |  |               |           |   |                  |   |           |  
|Sponsors fees payable                                                                                                                                                                                      |  | $             | 685       |   |                  | $ | 589       |  
|                                                                                                                                                                                                            |  |               |           |   |                  |   |           |  
|Total liabilities                                                                                                                                                                                           |  |               | 685       |   |                  |   | 589       |  
|Commitments and contingent liabilities (Note 1F)                                                                                                                                                            |  |               |          |   |                  |   |          |  
|Redeemable capital shares, no par value, unlimited amount authorized (at redemption value)  22,150,000 issued and outstanding at
March 31, 2009 and 21,800,000 issued and outstanding at December 31, 2008 |  |               | 2,009,831 |   |                  |   | 1,896,305 |  
|Shareholders equity (deficit)                                                                                                                                                                              |  |               | (511,143  | ) |                  |   | (448,521  | )
|                                                                                                                                                                                                            |  |               |           |   |                  |   |           |  
|TOTAL LIABILITIES, REDEEMABLE CAPITAL SHARES AND SHAREHOLDERS EQUITY (DEFICIT)                                                                                                                             |  | $             | 1,499,373 |   |                  | $ | 1,448,373 |  
|                                                                                                                                                                                                            |  |               |           |   |                  |   |           |  

See notes to the financial statements.



1



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iShares® COMEX® Gold Trust

Income Statements (Unaudited)

For the three months ended March 31, 2009 and 2008



|                                                         |  |                             |            |   |      |   |            |  
|-------------------------------------------------------- |  | --------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                         |  | Three Months EndedMarch 31, |           
|(Dollar amounts in $000s, except for per share amounts) |  | 2009                        |            |   | 2008 |  
|Revenues                                                 |  |                             |            |   |      |   |            |  
|Proceeds from sales of gold to pay expenses              |  | $                           | 1,871      |   |      | $ | 1,596      |  
|Cost of gold sold to pay expenses                        |  |                             | (1,400     | ) |      |   | (1,028     | )
|                                                         |  |                             |            |   |      |   |            |  
|Gain on sales of gold to pay expenses                    |  |                             | 471        |   |      |   | 568        |  
|Gain on gold distributed for the redemption of shares    |  |                             | 24,879     |   |      |   | 29,547     |  
|                                                         |  |                             |            |   |      |   |            |  
|Total gain on sales and distributions of gold            |  |                             | 25,350     |   |      |   | 30,115     |  
|Expenses                                                 |  |                             |            |   |      |   |            |  
|Sponsors fees                                           |  |                             | (1,967     | ) |      |   | (1,784     | )
|                                                         |  |                             |            |   |      |   |            |  
|Total expenses                                           |  |                             | (1,967     | ) |      |   | (1,784     | )
|                                                         |  |                             |            |   |      |   |            |  
|NET INCOME                                               |  | $                           | 23,383     |   |      | $ | 28,331     |  
|                                                         |  |                             |            |   |      |   |            |  
|Net income per share                                     |  | $                           | 1.05       |   |      | $ | 1.44       |  
|Weighted-average shares outstanding                      |  |                             | 22,265,556 |   |      |   | 19,704,396 |  

See notes to the financial statements.



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iShares® COMEX® Gold Trust

Statements of Changes in Shareholders Equity (Deficit)

For the three months ended March 31, 2009 (Unaudited)

and the year ended December 31, 2008



|                                                            |  |                                |          |   |                            |   |          |  
|----------------------------------------------------------- |  | ------------------------------ | -------- | - | -------------------------- | - | -------- | -
|(Dollar amounts in $000s)                                  |  | Three MonthsEndedMarch 31,2009 |          |   | Year EndedDecember 31,2008 |  
|Shareholders equity (deficit) - beginning of period        |  | $                              | (448,521 | ) |                            | $ | (477,629 | )
|Net income                                                  |  |                                | 23,383   |   |                            |   | 75,276   |  
|Adjustment of redeemable capital shares to redemption value |  |                                | (86,005  | ) |                            |   | (46,168  | )
|                                                            |  |                                |          |   |                            |   |          |  
|Shareholders equity (deficit) - end of period              |  | $                              | (511,143 | ) |                            | $ | (448,521 | )
|                                                            |  |                                |          |   |                            |   |          |  

See notes to the financial statements.



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iShares® COMEX® Gold Trust

Statements of Cash Flows (Unaudited)

For the three months ended March 31, 2009 and 2008



|                                                                                  |  |                             |         |   |      |   |         |  
|--------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                  |  | Three Months EndedMarch 31, |        
|(Dollar amounts in $000s)                                                        |  | 2009                        |         |   | 2008 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                             |         |   |      |   |         |  
|Proceeds from sales of gold                                                       |  | $                           | 1,871   |   |      | $ | 1,596   |  
|Expenses  Sponsors fee paid                                                     |  |                             | (1,871  | ) |      |   | (1,596  | )
|                                                                                  |  |                             |         |   |      |   |         |  
|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                                                                        |  | $                           | 23,383  |   |      | $ | 28,331  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                             |         |   |      |   |         |  
|(Gain) on gold distributed for the redemption of shares                           |  |                             | (24,879 | ) |      |   | (29,547 | )
|Cost of gold sold to pay expenses                                                 |  |                             | 1,400   |   |      |   | 1,028   |  
|Increase in Sponsors fees payable                                                |  |                             | 96      |   |      |   | 188     |  
|                                                                                  |  |                             |         |   |      |   |         |  
|Net cash provided by operating activities                                         |  | $                           |        |   |      | $ |        |  
|                                                                                  |  |                             |         |   |      |   |         |  
|Supplemental disclosure of non-cash information:                                  |  |                             |         |   |      |   |         |  
|Carrying value of gold received for creation of shares                            |  | $                           | 116,364 |   |      | $ | 368,292 |  
|Carrying value of gold distributed for redemption of shares, at average cost      |  | $                           | (63,964 | ) |      | $ | (62,748 | )

See notes to the financial statements.



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NOTES TO THE FINANCIAL STATEMENTS

As of March 31, 2009 (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 Mellon (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. The Trust is governed by the First Amended and Restated Depositary Trust Agreement dated as of February 6, 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 and these differences could be material.

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, 2008 as filed with the SEC on February 27, 2009.



|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 held by the Trust 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. Should the market value of the gold held increase subsequent to the market value reserve being recorded, a market value recovery 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 Commodity Exchange, Inc. (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).



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The following table summarizes activity in gold bullion for the three months ended March 31, 2009 (all balances in
000s):



|                                               |  |         |   |  |             |           |   |           |   |           |                     |  |   |       
|---------------------------------------------- |  | ------- | - |  | ----------- | --------- | - | --------- | - | --------- | ------------------- |  | - | ------
|March 31, 2009                                 |  | Ounces  |   |  | AverageCost |           |   | FairValue |   |           | RealizedGain (Loss)
|Beginning balance                              |  | 2,146.8 |   |  | $           | 1,448,373 |   |           | $ | 1,896,894 |                     |  |   |      
|Gold contributed                               |  | 127.9   |   |  |             | 116,364   |   |           |   | 116,364   |                     |  |   |      
|Gold distributed                               |  | (93.4   | ) |  |             | (63,964   | ) |           |   | (88,843   | )                   |  | $ | 24,879
|Gold sold                                      |  | (2.1    | ) |  |             | (1,400    | ) |           |   | (1,871    | )                   |  |   | 471   
|Adjustment for realized gain                   |  |        |   |  |             |          |   |           |   | 25,350    |                     |  |   |      
|Adjustment for unrealized gain on gold bullion |  |        |   |  |             |          |   |           |   | 62,622    |                     |  |   |      
|                                               |  |         |   |  |             |           |   |           |   |           |                     |  |   |       
|Ending balance                                 |  | 2,179.2 |   |  | $           | 1,499,373 |   |           | $ | 2,010,516 |                     |  | $ | 25,350
|                                               |  |         |   |  |             |           |   |           |   |           |                     |  |   |       

The following table summarizes activity in gold bullion for the year ended December 31, 2008 (all balances in
000s):



|                                               |  |         |   |  |             |           |   |           |   |           |                     |  |   |       
|---------------------------------------------- |  | ------- | - |  | ----------- | --------- | - | --------- | - | --------- | ------------------- |  | - | ------
|December 31, 2008                              |  | Ounces  |   |  | AverageCost |           |   | FairValue |   |           | RealizedGain (Loss)
|Beginning balance                              |  | 1,774.8 |   |  | $           | 1,004,140 |   |           | $ | 1,481,769 |                     |  |   |      
|Gold contributed                               |  | 764.6   |   |  |             | 697,456   |   |           |   | 697,456   |                     |  |   |      
|Gold distributed                               |  | (384.7  | ) |  |             | (248,188  | ) |           |   | (328,608  | )                   |  | $ | 80,420
|Gold sold                                      |  | (7.9    | ) |  |             | (5,035    | ) |           |   | (6,856    | )                   |  |   | 1,821 
|Adjustment for realized gain                   |  |        |   |  |             |          |   |           |   | 82,241    |                     |  |   |      
|Adjustment for unrealized loss on gold bullion |  |        |   |  |             |          |   |           |   | (29,108   | )                   |  |   |      
|                                               |  |         |   |  |             |           |   |           |   |           |                     |  |   |       
|Ending balance                                 |  | 2,146.8 |   |  | $           | 1,448,373 |   |           | $ | 1,896,894 |                     |  | $ | 82,241
|                                               |  |         |   |  |             |           |   |           |   |           |                     |  |   |       



|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 transacts 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 NYSE Arca 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.

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.



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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 shareholders equity.

Net asset value is computed by deducting all accrued
fees, expenses and other liabilities of the Trust, including the 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 EndedMarch 31, 2009 |   |  | Year EndedDecember 31,2008 |          
|                            |  | Shares                           |   |  | Amount                     |           |   | Shares |        |   | Amount |  
|Beginning balance           |  | 21,800                           |   |  | $                          | 1,896,305 |   |        | 17,950 |   |        | $ | 1,481,289 |  
|Shares issued               |  | 1,300                            |   |  |                            | 116,364   |   |        | 7,750  |   |        |   | 697,456   |  
|Shares redeemed             |  | (950                             | ) |  |                            | (88,843   | ) |        | (3,900 | ) |        |   | (328,608  | )
|Redemption value adjustment |  |                                 |   |  |                            | 86,005    |   |        |       |   |        |   | 46,168    |  
|                            |  |                                  |   |  |                            |           |   |        |        |   |        |   |           |  
|Ending balance              |  | 22,150                           |   |  | $                          | 2,009,831 |   |        | 21,800 |   |        | $ | 1,896,305 |  
|                            |  |                                  |   |  |                            |           |   |        |        |   |        |   |           |  



|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 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 monthly in arrears. The Sponsor has agreed to assume the following administrative and marketing expenses incurred by the Trust: the
Trustees fee, the Custodians fee, NYSE Arca 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.



|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.



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|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.



|3. | SUBSEQUENT EVENT
|-- | ----------------

On April 9, 2009, Barclays Global Investors UK
Holdings Limited, the parent company of the Sponsor of the Trust, entered into an agreement which contemplates the sale of its interest in the Sponsor and certain affiliated entities to Blue Sparkle, L.P., a Cayman Islands limited partnership. Blue
Sparkle, L.P. is an investment vehicle for private equity funds affiliated with CVC Capital Partners Group SICAV-FIS S.A., a private equity and investment advisory firm. The sale is subject to certain regulatory approvals and other conditions.

It is not expected that the change of ownership of the Sponsor will affect the Trust, its shareholders, or an investment in its shares.



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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 Mellon
(the Trustee) acting as trustee pursuant to the First Amended and Restated Depositary Trust Agreement (the 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 to approximately 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 NYSE Arca under the symbol IAU.

On April 9, 2009, Barclays Global Investors
UK Holdings Limited, the parent company of the Sponsor of the Trust, entered into an agreement which contemplates the sale of its interest in the Sponsor and certain affiliated entities to Blue Sparkle, L.P., a Cayman Islands limited partnership.
Blue Sparkle, L.P. is an investment vehicle for private equity funds affiliated with CVC Capital Partners Group SICAV-FIS S.A., a private equity and investment advisory firm. The sale is subject to certain regulatory approvals and other conditions.

It is not expected that the change of ownership of the Sponsor will affect the Trust, its shareholders, or an investment in its shares.

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
Commodity Exchange, Inc. (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 the 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 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 accrued fees computed from the value of the Trusts 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.



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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 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.

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 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, an adjustment of value below cost (market value reserve) is recorded by the Trust and the COMEX Spot Settlement Price is used as the value
for financial statement purposes. Should the market value of the gold held increase subsequent to the market value reserve being recorded, a market value recovery is recorded by the Trust. 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 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 March 31, 2009

The Trusts net asset
value grew from $1,896,304,989 at December 31, 2008 to $2,009,831,043 at March 31, 2009, a 5.99% increase for the quarter. The increase in the Trusts net asset value resulted primarily from an increase in net asset value per
outstanding share. The 4.31% increase in the Trusts net asset value per outstanding share from $86.99 at December 31, 2008 to $90.74 at March 31, 2009 directly relates to an increase in COMEX Spot Settlement Price, which rose 4.41%
from $883.60 at December 31, 2008 to $922.60 at March 31, 2009.

The Trusts outstanding shares increased from 21,800,000 shares at
December 31, 2008 to 22,150,000 shares at March 31, 2009 as a result of 1,300,000 shares (26 Baskets) being created and 950,000 shares (19 Baskets) being redeemed during the quarter.

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
$1,967,438 for the quarter, or 0.10% of the Trusts average weighted assets of $1,996,238,874 during the quarter. The net asset value per share of $98.57 on February 20, 2009 was the highest during the quarter, compared with a low during
the quarter of $79.40 on January 15, 2009. 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.



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Net income for the quarter ended March 31, 2009 was $23,382,529, resulting from a net gain of $470,811 on the sales
of gold to pay expenses and a net gain of $24,879,156 on gold distributed for the redemption of shares, offset by the Sponsors fees of $1,967,438. 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 period covered by this report 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 have been no material changes to Risk Factors since last reported under Part I, Item 1A of the registrants Annual Report on Form 10-K for the year ended on December 31, 2008, filed with the Securities and Exchange
Commission on February 27, 2009.

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



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



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



|c) | For the quarter ended March 31, 2009, 26 Baskets (1,300,000 shares) have been created, and 19 Baskets (950,000 shares) have been redeemed as follows:
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------



|                     |  |                                |  |                                
|-------------------- |  | ------------------------------ |  | -------------------------------
|Period               |  | Total Number of SharesRedeemed |  | Average Ounces of GoldPer Share
|01/01/09 to 01/31/09 |  |                               |  |                               
|02/01/09 to 02/28/09 |  | 650,000                        |  | 0. 0984                        
|03/01/09 to 03/31/09 |  | 300,000                        |  | 0. 0984                        



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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         |  | First 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         |  | Standard Terms for Authorized Participant Agreements                                                                                                   |  | Incorporated by reference to Exhibit 4.2 filed with Amendment No. 1 to Annual Report on Form 10-K filed by the Registrant on November 12, 2008 
|            |  |                                                                                                                                                       
|10.1        |  | Custodian Agreement                                                                                                                                    |  | Incorporated by reference to Exhibit 10.1 filed with Amendment No. 1 to Annual Report on Form 10-K filed by the Registrant on November 12,
2008
|            |  |                                                                                                                                                       
|10.2        |  | Sub-license Agreement                                                                                                                                  |  | Incorporated by reference to Exhibit 10.2 filed with Amendment No. 1 to Annual Report on Form 10-K filed by the Registrant on November 12,
2008
|            |  |                                                                                                                                                       
|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: May 11, 2009                          
|                                            
|/s/    Michael A. Latham                    
|Michael A. Latham                           
|Chief Financial Officer                     
|(Principal financial and accounting officer)
|                                            
|Date: May 11, 2009                          





|* | 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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