SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934


The Goldman Sachs Group, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State of incorporation or organization) 13-4019460
(I.R.S. Employer Identification No.)

85 Broad Street, New York, New York 10004
(Address of Principal Executive Offices)            (Zip Code)

If this form relates to the registration
of a class of securities pursuant to
Section 12(b) of the Exchange Act
and is effective pursuant to General
Instruction A.(c), check the following
box.|X| If this form relates to the registration
of a class of securities pursuant to
Section 12(g) of the Exchange Act and
is effective pursuant to General
Instruction A.(d), check the following
box.|_|

Securities Act registration statement file number to which this form relates:    333-63082
(If applicable)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class
to be so registered
Index Linked Notes due April 2013
(Linked to the S&P 500^® Index) Name of each exchange on which
each class is to be registered
American Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:
None

Item 1.     Description of Registrant’s Securities to be Registered.

             The material set forth in (i) the section captioned “Description of Debt Securities We May Offer” beginning on page 8 of the registrant’s Prospectus, dated June 25, 2001, (ii) the section captioned “Description of Notes We May Offer” beginning on page S-3 of the Prospectus Supplement, dated June 25, 2001, to the registrant’s Prospectus, dated June 25, 2001, and (iii) the section “Specific Terms of Your Note” beginning on page S-10 of the Prospectus Supplement No. 280, dated April 11, 2003, to the registrant’s Prospectus, dated June 25, 2001, and Prospectus Supplement, dated June 25, 2001, is incorporated herein by reference.

Item 2.     Exhibits.

1. Indenture, dated as of May 19, 1999, between The Goldman Sachs Group, Inc. and The Bank of New York, as trustee, incorporated herein by reference to Exhibit 6 to the registrant’s registration statement on Form 8-A (No. 001-14965).

2. Form of The Goldman Sachs Group, Inc.’s Index Linked Notes due April 2013 (Linked to the S&P 500^® Index).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: April 15, 2003 THE GOLDMAN SACHS GROUP, INC.

By:  /s/ Elizabeth E. Beshel

Name:
Title: Elizabeth E. Beshel
Assistant Treasurer