The Goldman Sachs Group, Inc. (GS) 11-K Annual report of employee stock purchases

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

þ Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended November 26, 2004.

Or

o Transition report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the transition period from _________________ to ____________________

Commission file number 001-14965

A.   Full title of the plan and the address of the plan, if different from that of issuer named below:

GOLDMAN SACHS EMPLOYEES’ PROFIT SHARING
RETIREMENT INCOME PLAN

B.   Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

THE GOLDMAN SACHS GROUP, INC
85 Broad Street
New York, NY 10004

Goldman Sachs
Employees’ Profit Sharing
Retirement Income Plan
Financial Statements
November 30, 2004 and November 28, 2003

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm

Statements of Net Assets Available for Benefits

Statements of Changes in Net Assets Available for Benefits

Notes to Financial Statements

Schedule of Assets (Held at End of Year)

Signatures

Index to Exhibits

Consent of PriceWaterhouseCoopers LLP

TABLE OF CONTENTS

	Page(s)
Report of Independent Registered Public Accounting Firm		1
Financial Statements
Statements of Net Assets Available for Benefits		2
Statements of Changes in Net Assets Available for Benefits		3
Notes to Financial Statements		4-14
Supplemental Schedules*
Schedule of Assets (Held at End of Year)		15

*   All other schedules required by 29 CFR 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 are not included because they are not applicable.

Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of
Goldman Sachs Employees’ Profit Sharing Retirement Income Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Goldman Sachs Employees’ Profit Sharing Retirement Income Plan (the “Plan”) as of November 30, 2004 and November 28, 2003, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PriceWaterhouseCoopers LLP

New York, NY
May 20, 2005

1

Goldman Sachs Employees’ Profit Sharing Retirement Income Plan

Statements of Net Assets Available for Benefits

(in thousands of dollars)	As of		As of
	November		November
	2004		2003
Assets
Interest in Goldman Sachs Profit Sharing Master Trust	$	2,842,180	$	2,532,038
Receivables
Employer contributions		50,619		51,665
Employee contributions		34,590		34,153
		85,209		85,818
Net assets available for benefits	$	2,927,389	$	2,617,856

The accompanying notes are an integral part of these financial statements.

2

Goldman Sachs Employees’ Profit Sharing Retirement Income Plan

Statements of Changes in Net Assets Available for Benefits

(in thousands of dollars)	For the		For the
	Year Ended		Year Ended
	November		November
	2004		2003
Additions
Interest in net investment profit of Goldman Sachs Profit Sharing Master Trust	$	280,359	$	284,884
Contributions
Employer, net		50,619		51,665
Employees		111,252		100,431
		161,871		152,096
Total additions		442,230		436,980
Deductions
Benefits paid		132,697		106,053
Total deductions		132,697		106,053
Net increase		309,533		330,927
Net assets available for benefits
Beginning of year		2,617,856		2,286,929
End of year	$	2,927,389	$	2,617,856

The accompanying notes are an integral part of these financial statements.

3

Goldman Sachs Employees’ Profit Sharing Retirement Income Plan

Notes to Financial Statements

1.	Plan Description
	The following description of the Goldman Sachs Employees’ Profit Sharing Retirement Income Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions. Items referenced “as defined” are defined in our Plan document or are separate provisions to the Plan.
	The Plan became effective on January 1, 1945 and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
	General The Plan is a defined contribution plan to which participants, in addition to rolling over contributions from other qualified plans, may elect to make pre-tax contributions each year based on their compensation, as defined. The Goldman Sachs Group, Inc. (the “Firm”) contributes to the Plan a discretionary percentage, to be determined each year, of each participant’s Profit Sharing Compensation, as defined (the “Basic Contribution”). The Firm made a Basic Contribution on behalf of eligible participants equal to 20% of their Profit Sharing Compensation for the plan years ended November 30, 2004 and November 28, 2003.
	The Plan’s “Plan Year” is the 12-month period ending on the last Friday in November (i.e., the last day of the 2004 Plan Year was November 26, 2004, and the last day of the 2003 Plan Year was November 28, 2003). As the information required to prepare the financial statements is available only on a month end basis, the financial statements have been presented as of November 30, 2004.
	The Plan’s Retirement Committee (the “Committee”), as defined, monitors the investment objectives and performance of the Plan’s individual investment options. The Committee is made up of employees of the Firm or its affiliates including, in some cases, senior management of the Firm or its affiliates. Hewitt Associates, LLC is the record keeper of the Plan.
	Participants direct the investments of their and the Firm’s contributions into various investment options offered by the Plan through the Goldman Sachs Profit Sharing Master Trust (the “Trust”). Participants’ directed investments are managed in mutual funds, collective trusts and managed accounts.
	The Plan offers participants the option to invest in the Company Stock Fund, a separately managed account, which primarily invests in shares of the Firm’s common stock. In accordance with a policy adopted by the Committee, no more than 25% of any contribution made on behalf of each participant can be invested in the Company Stock Fund. When a participant reallocates his or her total investment balance, he or she is limited to reallocating 25% of his or her total investment balance into the Company Stock Fund. In addition, participants’ abilities to make decisions in investment activities in the Company Stock Fund are suspended during the “black-out” periods that are part of the Firm’s compliance procedures designed to avoid violations of applicable securities laws.

4

Goldman Sachs Employees’ Profit Sharing Retirement Income Plan

Notes to Financial Statements, Continued

Eligibility
Under the Plan’s provisions, employees are eligible, as defined in the Plan document, to participate in the Basic Contribution generally upon completing one year of service, attaining age 21 and provided they are employed on the last day of the Plan year. Employees become eligible to make additional pre-tax contributions to the Plan as of the first day of the month after they join the Firm as employees.

Benefits
Any benefits provided by the Plan are paid from net assets available for benefits. The benefit to which a Plan participant is entitled equals the amount that can be provided by the vested contributions and net earnings thereon (including net realized and unrealized investment gains and losses) allocated to such participant’s account. The Basic Contribution and net earnings of each investment option are credited to participants’ accounts based on their Profit Sharing Compensation or their percentage holdings in each option, respectively.

Vesting
Participants are fully vested in their own contributions at all times and are fully vested in the Firm’s contributions after three years of service, as defined. Forfeitures of terminated participants’ non-vested Firm contributions are used to reduce employer contributions. Upon regular or disability retirement, death or termination, each participant or beneficiary may receive a lump-sum amount equal to the vested value of the funds allocated to the account or may receive periodic distributions from the Plan. As of November 30, 2004 and November 28, 2003 forfeited nonvested accounts totaled $631,495 and $1,164,617, respectively.

Loans
Each participant in the Plan is permitted to borrow from $1,000 to $50,000, reduced by (i) the highest outstanding balance of loans from the Plan during the one-year period ending on the day before the date on which such new loan is made, less (ii) the outstanding balance of loans from the Plan on the date of such new loan, subject to an overall cap of the lesser of (a) one-half of the participant’s total vested account balance (including Basic Contributions) or (b) the balance in the participant’s 401(k) and Rollover Contribution accounts. A participant may not borrow any amounts attributable to the Firm’s Basic Contribution. Interest on loans is charged at the prime rate of interest plus 1%. Loans generally must be repaid within five, or in some cases ten years. Loans are repaid (principal and interest) and added back to participants’ account balances generally through regular after-tax payroll deductions.

Trust Agreement
The Plan’s investments are included in the Trust which is subject to a trust agreement (the “Trust Agreement”) with State Street Bank (the “Trustee”). The Plan’s percentage of the Trust investments is specified in Note 3.

5

Goldman Sachs Employees’ Profit Sharing Retirement Income Plan

Notes to Financial Statements, Continued

2.	Summary of Significant Accounting Policies
	Basis of Accounting The accompanying financial statements are prepared on the accrual basis of accounting.
	Use of Estimates These financial statements are prepared in conformity with accounting principles generally accepted in the United States of America and requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of additions and deductions during the reporting periods. Significant judgment is required in making these estimates and assumptions are based on the best available information. Actual results could be materially different from those estimates.
	Employer Contributions The Employer contribution receivable is presented on the Statement of Net Assets Available for Benefits, net of the forfeited nonvested account balance as of November 30, 2004 and November 28, 2003.
	Investments of the Trust Mutual funds and collective trusts represent investments with various investment managers. The respective fair values are determined by reference to the funds’ underlying assets, which are principally marketable equity and fixed income securities. Shares held in mutual funds traded on national securities exchanges are valued at the net asset value on the last business day of each Plan year. Units held in collective trusts are valued at the unit value as reported by the investment managers on the last business day of each Plan year.
	Investments in managed accounts are described below:
	Cash and short-term investments include cash and short-term interest bearing investments with initial maturities of three months or less. Such amounts are recorded at cost, plus accrued interest, which approximates fair value.
	Common stock, preferred stock, fixed income securities, options and futures traded on national and international securities exchanges are valued at closing prices on the last business day of each Plan year. Securities traded in the over-the-counter (“OTC”) market are valued at their last sale price. In the absence of a recent sale, investments owned are valued at the bid price; investments sold but not yet purchased are valued at the ask price.
	Forward currency contracts are valued at estimated fair value as determined by the Trust’s investment managers.
	Swap contracts are valued at estimated fair value, using exchange quotations on the underlying instruments or dealer quotations.
	Investments denominated in currencies other than the U.S. dollar are translated using exchange rates prevailing at the end of the fiscal period presented. Purchases and sales of such investments are translated at the rate of exchange on the respective dates of such transactions.

6

Goldman Sachs Employees’ Profit Sharing Retirement Income Plan

Notes to Financial Statements, Continued

Guaranteed investment contracts (“GICs”) held by the Trust are fully-benefit responsive. All of the GICs are held within the Stable Value Fund. Each GIC is recorded at contract value, which approximates fair value, as reported by the insurance companies. Contract value represents contributions, reinvested income, less any withdrawals and/or reserves, if any, plus accrued interest. The Stable Value Fund also invests in several synthetic investment contracts comprised of underlying investments in a collective trust and wrapper contracts issued by financially responsible third parties. The issuers of the wrapper contracts provide that the Trust may make withdrawals at contract value for benefit responsive requirements. The synthetic investment contracts are recorded at contract value which approximates fair value as reported by the investment advisor of the Stable Value Fund.

Money market mutual funds are valued by the amortized cost method as permitted by Rule 2a-7 under the Investment Company Act of 1940.

Participant loans are valued at cost, which approximates fair value.

Purchases and sales of the investments within the trust are reflected on a trade-date basis.

Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis.

Note 3 presents the net appreciation/(depreciation) in the fair value of Trust investments, which consists of realized gains or losses and unrealized appreciation/(depreciation) on those investments.

Payment of Benefits
Benefits are recorded when paid.

Risks and Uncertainties
The Plan provides for various investment options which include investments in any combination of equities, fixed income securities, individual guaranteed investment contracts, currency and commodities and futures, forwards, options and derivative contracts. Investment securities are exposed to various risks, such as interest rate, market and credit risk. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the value of investment securities, it is possible that changes in risks in the near term could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits.

Other
Investment advisory expenses incurred by the managed accounts and collective trusts of the Plan are borne by the Plan participants through the Trust and are included in Interest in Net Investment Profit/(Loss) of the Trust on the Statements of Changes in Net Assets Available for Benefits. Other administrative fees are paid by the Firm. The investment managers of the U.S. Equity Hedge Fund, Technology Hedge Fund, Multi-Market Hedge Fund, Multi-Strategy Hedge Fund and Global Relative Value Fund (each of which is a separate account managed on behalf of the Plan), charge fixed asset-based management fees plus annual incentive fees of up to 15% to 20% of the net investment income earned, if any, by each fund.

7

Goldman Sachs Employees’ Profit Sharing Retirement Income Plan

Notes to Financial Statements, Continued

3.	Master Trust
	The Trust includes the assets of the following plans:

•   Goldman Sachs Employees’ Profit Sharing Retirement Income Plan

•   Goldman Sachs Money Purchase Pension Plan

The Trust is owned solely by these two plans as of November 30, 2004 and November 28, 2003.

Investment assets of the Trust are allocated to the participating plans based on each participating plan’s specific interest in the Trust. Investment income of the Trust is allocated to the Plan based upon the proportion of net assets of the Plan to the net assets of the Trust on a daily or monthly basis in accordance with the Trust Agreement. As of November 30, 2004 and November 28, 2003, the Plan’s interest in the net assets of the Trust was 88.37% and 88.92%, respectively.

8

Goldman Sachs Employees’ Profit Sharing Retirement Income Plan

Notes to Financial Statements, Continued

The following presents the Trust’s Statements of Net Assets Available for Benefits:

(in thousands of dollars)	As of		As of
	November		November
	2004		2003
Assets
Investments, at fair value
Mutual funds	$	1,142,618	$	953,905
Collective trusts		508,399		425,557
Managed accounts
Cash and short term investments		264,828		240,612
Common and preferred stocks		735,001		722,198
Fixed income securities		47,215		79,841
Guaranteed investment contracts		485,128		510,099
Wrapper contracts		486		—
Money market and other mutual funds		1,913		8,778
Collective trusts		134,546		92,561
Unrealized gain on derivative contracts		2,473		6,701
Loans to participants		16,791		15,996
Total investments		3,339,398		3,056,248
Interest and dividends receivable		3,761		3,852
Due from brokers		5,111		322
Total assets		3,348,270		3,060,422
Liabilities
Investments sold, but not yet purchased, at fair value
Managed accounts
Common and preferred stocks		110,080		174,507
Fixed income securities		12,310		15,915
Unrealized loss on derivative contracts		3,167		10,613
		125,557		201,035
Due to brokers and other payables		6,488		11,839
Total liabilities		132,045		212,874
Net trust assets available for benefits	$	3,216,225	$	2,847,548

9

Goldman Sachs Employees’ Profit Sharing Retirement Income Plan

Notes to Financial Statements, Continued

The following presents net investment profit/(loss) for the Trust:

(in thousands of dollars)	For the			For the
	Year Ended			Year Ended
	November			November
	2004			2003
Net appreciation/(depreciation) in fair value of investments
Mutual funds	$	123,301		$	94,014
Collective trusts		56,617			60,775
Managed accounts
Common and preferred stocks		97,291			113,721
Fixed income securities		543			7,594
Derivative contracts		1,644			1,670
Money market and other mutual funds		(8,803	)		164
Collective trusts		—			465
Total		270,593			278,403
Investment income
Interest on GICs		28,680			31,110
Interest and dividends		38,650			35,770
Investment management fees and other expenses		(20,016	)		(22,612	)
Net investment profit	$	317,907		$	322,671

Investments that represented 5% or more of net assets available for benefits as of November 30, 2004 and November 28, 2003 were the Plan’s interest in the Trust.

Trust investments in Loans and the Company Stock Fund (see Note 5) are 100% owned by the Plan.

At November 30, 2004, the contract value of the synthetic investment contracts was approximately $135,031,503. The underlying assets’ market value was approximately $134,545,665, resulting in a wrapper value of approximately $485,838 at November 30, 2004. There were no synthetic investment contracts investments as of November 28, 2003. The interest rates on the synthetic investment contracts held at November 30, 2004 ranged from 4.47% to 4.96% with no stated maturity dates.

Interest rates on GICs held at November 30, 2004 ranged from 2.35% to 7.50% with maturity dates ranging from December 31, 2004 to December 31, 2009. Interest rates on GICs held at November 28, 2003 ranged from 1.00% to 7.80% with maturity dates ranging from June 1, 2004 to December 31, 2009. At November 30, 2004 and November 28, 2003, no valuation reserves had been taken against GICs held within the Trust.

10

Goldman Sachs Employees’ Profit Sharing Retirement Income Plan

Notes to Financial Statements, Continued

4.	Plan Termination
	The Firm intends to continue the Plan indefinitely, but reserves the right to discontinue or amend the Plan at any time subject to the provisions of ERISA. In the event of discontinuance, affected participants will become fully vested in the Firm’s contributions and the related investment income as required by ERISA.
5.	Related Party Transactions
	An affiliate of the Firm manages several mutual fund investment options within the Trust. These investments include the Money Market, Short Duration Bond, Core Bond, High Yield Bond, Large Cap Core Equity, Large Cap Value Equity, Large Cap Growth Equity, Mid Cap Growth Equity, Mid Cap Value Equity, Small Cap Core Equity, International Equity, Real Estate Equity and Technology Equity Funds, each of which is an investment company registered under the Investment Company Act of 1940. No fees were paid, or are payable by the Plan through the Trust for investment management services relating to these funds for fiscal 2004 and 2003, however, investment advisory fees may be paid from the funds to the Firm or its affiliates.
	In addition, an affiliate of the Trustee manages several mutual fund investment options within the Trust. These investments include the S&P 500 Index, Mid Cap Equity Index, Small Cap Equity Index, International Equity Index, Emerging Markets Index Funds and Treasury Inflated Protected Securities, each of which is a bank collective trust fund. Fees associated with the management of these funds qualify as party-in-interest transactions. An affiliate of the Trustee also serves as a counterparty to one of the Trusts synthetic investment contracts at November 30, 2004.
	The Plan, through the Trust, has invested in the Company Stock Fund, which primarily invests in shares of the Firm’s common stock. As of November 30, 2004 and November 28, 2003 the Plan’s interest in the company stock fund held 253,277 and 225,230 shares with a fair market value of $26,533,299 and $21,640,099, respectively. Purchases of $4,064,994 and $4,846,982 and sales of $1,356,977 and $1,818,054 of the Firm’s common stock were made through the company stock fund during the years ended November 30, 2004 and November 28, 2003, respectively. The Company Stock Fund is managed by an affiliate of the Trustee.
6.	Tax Status
	The Internal Revenue Service has determined and informed the Firm by a letter dated September 23, 2002 that the Plan and related Trust are designed in accordance with applicable sections of the Internal Revenue Code. Although the Plan has been amended since the receipt of the letter, the Firm believes that the Plan continues to be designed and operated in compliance with the applicable requirements of the Internal Revenue Code.

11

Goldman Sachs Employees’ Profit Sharing Retirement Income Plan

Notes to Financial Statements, Continued

7.	Reconciliation of Financial Statements to Form 5500
	The following is a reconciliation of net assets available for benefits from the Plan’s financial statements to the Form 5500:
	(in thousands of dollars)

	As of			As of
	November			November
	2004			2003
Net assets available for benefits per the financial statements	$	2,927,389		$	2,617,856
Less: Amounts allocated to withdrawing participants		(10,479	)		(8,203	)
Net assets available for benefits per the Form 5500	$	2,916,910		$	2,609,653

The following is a reconciliation of benefits paid to participants from the Plan’s financial statements to the Form 5500:

(in thousands of dollars)

	As of			As of
	November			November
	2004			2003
Benefits paid to participants per the financial statements	$	132,697		$	106,053
Add: Amounts allocated to withdrawing participants, end of year		10,479			8,203
Less: Amounts allocated to withdrawing participants, beginning of year		(8,203	)		(11,012	)
Benefits paid to participants per the Form 5500	$	134,973		$	103,244

Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to November 30, 2004 and November 28, 2003 but not yet paid as of that date.

12

Goldman Sachs Employees’ Profit Sharing Retirement Income Plan

Notes to Financial Statements, Continued

8.	Financial Instruments with Off-Balance-Sheet Risk in the Trust
	In accordance with the investment strategy of the managed accounts, the Trust’s investment managers execute transactions in various financial instruments that may give rise to varying degrees of off-balance-sheet market and credit risk. These instruments can be executed on an exchange or negotiated in the OTC market. These financial instruments include futures, forward settlement contracts, swap and option contracts.
	Swap contracts include equity, credit default and interest rate swap contracts. Equity swaps involve an agreement to exchange cash flows based on the total return of underlying securities. Credit default swaps involve the exchange of cash flows based on the creditworthiness of the underlying issuer of securities. Interest rate swaps involve an agreement to exchange periodic interest payment streams (typically fixed vs. variable) calculated on an agreed upon periodic interest rate multiplied by a predetermined notional principal amount.
	Market risk arises from the potential for changes in value of financial instruments resulting from fluctuations in interest and foreign exchange rates and in prices of debt and equity securities. The gross notional (or contractual) amounts used to express the volume of these transactions do not necessarily represent the amounts potentially subject to market risk. In many cases, these financial instruments serve to reduce, rather than increase, the Trust’s exposure to losses from market or other risks. In addition, the measurement of market risk is meaningful only when all related and offsetting transactions are identified. The Trust’s investment managers generally limit the Trust’s risk by holding or purchasing offsetting positions.
	As a writer of option contracts, the Trust receives a premium to become obligated to buy or sell financial instruments for a period of time at the holder’s option. During this period, the Trust bears the risk of an unfavorable change in the market value of the financial instrument underlying the option, but has no credit risk, as the counterparty has no performance obligation to the Trust once it has paid its cash premium.
	The gross notional (or contractual) amounts do not accurately measure the Trust’s exposure to credit risk, which results from potential counterparty nonperformance. This exposure is limited to contracts in a gain position, except for written options, which obligate the Trust to perform and do not give rise to any counterparty credit risk.
	Derivative financial instruments executed for risk management purposes are carried at fair value. The fair values of the Trust’s derivative financial instruments as of and for the fiscal years ended November 30, 2004 and November 28, 2003 are as follows:

13

Goldman Sachs Employees’ Profit Sharing Retirement Income Plan

Notes to Financial Statements, Continued

(in thousands of dollars)

	As of November				As of November
	2004				2003
	Assets		Liabilities		Assets		Liabilities
Forward settlement contracts	$	—	$	1,626	$	1,116	$	745
Option contracts		1,434		1,495		601		3,941
Swap contracts		1,038		—		4,896		5,723
Futures contracts		1		46		88		204
Totals	$	2,473	$	3,167	$	6,701	$	10,613

Investments sold, but not yet purchased by the Trust as of November 30, 2004 and November 28, 2003 involve obligations to deliver specified securities at contracted prices and thereby create a liability to purchase the securities at prevailing future market prices. Accordingly, these transactions result in off-balance sheet risk as the Trust’s ultimate obligation to satisfy the sale of securities sold, but not yet purchased, may exceed the amount recognized in the financial statements.

The Trust’s investment managers typically monitor risk exposure related to financial instruments through the use of financial, credit and legal reporting systems.

14

Goldman Sachs Employees’ Profit Sharing Retirement Income Plan

Schedule of Assets (Held at End of Year)

Schedule H, Line 4i

(in thousands of dollars)

			Current
Description	Cost ($)		Value ($)
Loans to participants* (5-10.5%, 12/31/2004 - 11/30/2014)	$	—	$	16,791

* denotes party in interest

15

SIGNATURES

     The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee (or other persons who administer the employee benefit plan) has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

GOLDMAN SACHS EMPLOYEES’ PROFIT SHARING RETIREMENT INCOME PLAN Members of the Administrative Committee
By:	/s/ Christopher Cordaro
Name: Christopher Cordaro
By:	/s/ Edina Jung
Name: Edina Jung
By:	/s/ Angela Reynolds
Name: Angela Reynolds
By:	/s/ Richard J. Stingi
Name: Richard J. Stingi

Date: May 25, 2005

INDEX TO EXHIBITS

Exhibit No.	Description
23	Consent of PriceWaterhouseCoopers LLP, Independent Accountants.