SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

FORST EDWARD C

(Last)

(First)

(Middle)

C/O GOLDMAN, SACHS & CO.

85 BROAD STREET

(Street)

NEW YORK,

10004

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/13/2004

3. Issuer Name and Ticker or Trading Symbol
GOLDMAN SACHS GROUP INC/ [ GS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Admin. Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	197,103	D
Common Stock, par value $0.01 per share	8,000	I	See footnote⁽¹⁾
Common Stock, par value $0.01 per share	14,331	I	See footnote⁽²⁾
Common Stock, par value $0.01 per share	16,729	I	See footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	21,746	⁽³⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	54,347	⁽⁴⁾	D
Nonqualified Stock Options (right to buy)	⁽⁵⁾	⁽⁵⁾	Common Stock	39,969	$82.875	D
Nonqualified Stock Options (right to buy)	⁽⁶⁾	⁽⁶⁾	Common Stock	87,440	$91.61	D
Nonqualified Stock Options (right to buy)	⁽⁷⁾	⁽⁷⁾	Common Stock	65,238	$78.87	D

Explanation of Responses:

1. Held through a defective grantor trust of which the Reporting Person's spouse is trustee. The Reporting Person disclaims beneficial ownership of these shares.

2. Held through a grantor retained annuity trust of which the Reporting Person's spouse is trustee.

3. These Restricted Stock Units vested 25% immediately upon grant (November 29, 2002), with the remaining 75% vesting on November 25, 2005, and the shares of Common Stock underlying these Restricted Stock Units will generally be deliverable, without the payment of any consideration, in January 2006.

4. These Restricted Stock Units vested 25% immediately upon grant (November 28, 2003), with the remaining 75% vesting on November 24, 2006, and the shares of Common Stock underlying these Restricted Stock Units will generally be deliverable, without the payment of any consideration, in January 2007.

5. These Stock Options vested on November 28, 2003, became exercisable in January 2004 and expire on November 26, 2010.

6. These Stock Options vested 25% immediately upon grant (December 7, 2001), with the remaining 75% vesting on November 26, 2004. These Stock Options become exercisable in January 2005 and expire on November 25, 2011.

7. These Stock Options vested 25% immediately upon grant (November 29, 2002), with the remaining 75% vesting on November 25, 2005. These Stock Options become exercisable in January 2006 and expire on November 30, 2012.

	/s/ Roger S. Begelman, Attorney-in-fact	02/23/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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