X0201
4
2003-12-17
0
0000886982
GOLDMAN SACHS GROUP INC/
GS
0001090335
SMITH SARAH G
C/O GOLDMAN, SACHS & CO.
85 BROAD STREET
NEW YORK,
NY
10004
0
1
0
0
VP - Principal Acct. Officer
Restricted Stock Units
2003-12-17
4
A
0
8816
A
Common Stock
8816
8816
D
The number of Restricted Stock Units ("RSUs") awarded to the Reporting Person was determined by dividing the dollar amount to be granted as an equity-based award by $94.44 (the average closing price-per-share of the Issuer's Common Stock on the New York Stock Exchange for the ten trading-day period up to and including the last day of the Issuer's 2003 fiscal year).
Of these RSUs, 25% vested upon grant, with the remaining 75% vesting on November 24, 2006. The shares of Common Stock underlying these RSUs will be deliverable, without the payment of any consideration, in or about January 2007.
/s/ Roger S. Begelman, Attorney-in-fact
2003-12-18