SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KENNEDY KEVIN W

(Last)

(First)

(Middle)

C/O GOLDMAN SACHS GROUP INC

85 BROAD STREET

(Street)

NEW YORK

10004

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. VP - Human Capital Mgmt.

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2004

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	01/05/2004		A	V	53,110	A	⁽¹⁾	1,043,644	D
Common Stock, par value $0.01 per share	01/05/2004		F		20,821	D	$97.045	1,022,823	D
Common Stock, par value $0.01 per share	01/05/2004		J⁽²⁾	V	9,077	A	⁽²⁾	1,031,900	D
Common Stock, par value $0.01 per share	01/05/2004		F		3,636	D	$97.045	1,028,264	D
Common Stock, par value $0.01 per share	01/05/2004		S		37,730	D	$96.8921	990,534	D
Common Stock, par value $0.01 per share								58,232	I	See Footnote⁽³⁾
Common Stock, par value $0.01 per share								20,063	I	See Footnote⁽³⁾
Common Stock, par value $0.01 per share								28,373	I	See Footnote⁽³⁾
Common Stock, par value $0.01 per share								93,761	I	See Footnote⁽³⁾
Common Stock, par value $0.01 per share								79,937	I	See Footnote⁽³⁾
Common Stock, par value $0.01 per share								19,634	I	See Footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	01/05/2004		M	V		53,110	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.01 per share	53,110	⁽¹⁾	0	D

Explanation of Responses:

1. On January 5, 2004, 53,110 shares of the Issuer's common stock underlying these Restricted Stock Units became deliverable, without the payment of any consideration, and were delivered to the Reporting Person.

2. On January 5, 2004, 9,077 shares of the Issuer's common stock previously held indirectly by the Reporting Person through The Goldman Sachs Defined Contribution Plan vested and were delivered to the Reporting Person. This transaction was exempt from Section 16 pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended.

3. As trustee of grantor retained annuity trust

	/s/ Edward T. Joel, Attorney-in-fact	01/07/2004
	** 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 4 (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).
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