The Goldman Sachs Group, Inc. 424B3 Prospectus supplement

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-130074

Subject to Completion. Dated February 14, 2006.

Prospectus Supplement to the Prospectus dated December 1, 2005

and the Prospectus Supplement dated December 1, 2005 — No.

The Goldman Sachs Group, Inc.

Medium-Term Notes, Series B

Basket Linked Notes due

(Linked to a Basket of the S&P 500^® Index,

the Russell 2000^® Index, the FTSE™ 100 Index,

the Dow Jones Euro STOXX 50^® Index

and the TOPIX^® Index)

The amount that you will be paid on your note on the stated maturity date, (which will be set on the trade date, and will be approximately two years after the original issue date), will be determined with reference to the performance of a basket of two U.S. and of three international indices during the period from the trade date ( , 2006) to the determination date (the fifth trading day prior to the stated maturity date, unless extended due to market disruption or non-business days).

On the stated maturity date, you will receive the following:


	•	If the basket return isgreaterthan 0%, you will be paid the face amount of your noteplusan amount equal to the face amount of your notemultipliedby the basket return.
	•	If the basket return isequalto orlessthan 0% butequalto orgreaterthan the downside threshold, you will be paid the face amount of your note.
	•	If the basket return islessthan the downside threshold, you will be paid an amount equal to the face amount of your notemultiplied by the downside multipliermultiplied by thequotient of the final basket level and the initial basket level. The downside multiplier will be set on the trade date and will equal 100%divided by the buffer (which will be determined on the trade date and is expected to be between 86% and 88%).

Depending on the performance of the basket you could lose all or a substantial portion of your investment in your note. The notes bear no interest and no other payments will be made prior to the stated maturity date.

The initial basket level will be set at 100 units. The initial weighted value for each of the indices will be determined on the trade date bymultiplying the initial weight of the index by the initial basket level. The expected initial weight of each index in the basket is indicated below.

The final basket level will equal thesum of the following: (1) the closing level of the S&P 500^® Index on the determination datedivided by the initial level of the S&P 500^® Indexmultipliedby the initial weighted value of the S&P 500^® Index; (2) the closing level of the Russell 2000^® Index on the determination datedivided by the initial level of the Russell 2000^® Indexmultiplied by the initial weighted value of the Russell 2000^® Index; (3) the closing level of the FTSE^TM 100 Index on the determination datedivided by the initial level of the FTSE^TM 100 Indexmultiplied by the initial weighted value of the FTSE^TM 100 Index; (4) the closing level of the Dow Jones Euro STOXX 50^® Index on the determination datedivided by the initial level of the Dow Jones Euro STOXX 50^® Indexmultiplied by the initial weighted value of the Dow Jones Euro STOXX 50^® Index; and (5) the closing level of the TOPIX^® Index on the determination datedivided by the initial level of the TOPIX^® Indexmultiplied by the initial weighted value of the TOPIX^® Index.

The return on your note with respect to these indices will reflect only the percentage change, if any, of the indices as determined on the determination date, subject to the initial weightings of the indices in the basket, and will not reflect any change in the value of the U.S. dollar versus any local currency.


	Expected
	Initial Weighting
Index	in Basket

S&P 500^® Index		58.34%
Russell 2000^® Index		8.33%
FTSE^™100 Index		10.00%
Dow Jones Euro STOXX 50^® Index		13.33%
TOPIX^® Index		10.00%

Because we have provided only a brief summary of the terms of your note above, you should read the detailed description of the terms of the notes found in “Summary Information” on page S-2 and “Specific Terms of Your Note” on page S-17.

Your investment in the notes involves certain risks. In particular, assuming no changes in market conditions or other relevant factors, the value of your note on the date of this prospectus supplement (as determined by reference to pricing models used by Goldman, Sachs & Co.) is significantly less than the original issue price. You should read “Additional Risk Factors Specific To Your Note” on page S-10 so that you may better understand those risks.

Original issue date (settlement date): , 2006

Original issue price:100% of the face amount

Net proceeds to The Goldman Sachs Group, Inc.: % of the face amount

Underwriting discount: % of the face amount

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.

Goldman Sachs may use this prospectus supplement in the initial sale of the notes. In addition, Goldman, Sachs & Co. or any other affiliate of Goldman Sachs may use this prospectus supplement in a market-making transaction in a note after its initial sale.Unless Goldman Sachs or its agent informs the purchaser otherwise in the confirmation of sale, this prospectus supplement is being used in a market-making transaction.

Goldman, Sachs & Co.

Prospectus Supplement dated , 2006.

“Standard & Poor’s”, “S&P”, “Standard & Poor’s 500” and “S&P 500” are trademarks of The McGraw-Hill Companies, Inc. and are licensed for use by Goldman Sachs & Co. The notes are not sponsored, endorsed or promoted by Standard & Poor’s, and Standard & Poor’s makes no representations regarding the advisability of investing in the notes.

The Russell 2000^® Index is a trademark of the Frank Russell Company. The notes are not sponsored, endorsed, or promoted by the Frank Russell Company and the Frank Russell Company makes no representation regarding the advisability of investing in the notes.

The Dow Jones Euro STOXX 50^® Index is owned by STOXX LIMITED. The name of the index is a service mark of DOW JONES & COMPANY, INC. and has been licensed for certain purposes by Goldman, Sachs & Co. The notes are not sponsored, endorsed, sold or promoted by STOXX LIMITED or DOW JONES & COMPANY, INC.

“FTSE™”,“FT-SE^®”, and“Footsie^®” are trademarks of the London Stock Exchange PLC and The Financial Times Ltd. and are used by FTSE International Ltd. under license. The notes are not issued, endorsed, sponsored, sold or otherwise promoted by FTSE International Ltd. or by the London Stock Exchange PLC or by The Financial Times Ltd., and none of them makes any representation regarding the advisability of investing in the notes.

TOPIX^® is a registered trademark of the Tokyo Stock Exchange, Inc. (TSE). The notes are not sponsored, endorsed or promoted by TSE, and TSE makes no representations regarding the advisability of investing in the notes.

SUMMARY INFORMATION

We refer to the notes we are offering by this prospectus supplement as the “offered notes” or the “notes”. Each of the offered notes, including your note, has the terms described below and under “Specific Terms of Your Note” on page S-17. Please note that in this prospectus supplement, references to “The Goldman Sachs Group, Inc.”, “we”, “our” and “us” mean only The Goldman Sachs Group, Inc. and do not include its consolidated subsidiaries. Also, references to the “accompanying prospectus” mean the accompanying prospectus, dated December 1, 2005, as supplemented by the accompanying prospectus supplement, dated December 1, 2005, of The Goldman Sachs Group, Inc.

Key Terms

Issuer:The Goldman Sachs Group, Inc.

Indices:the S&P 500^® Index (Bloomberg: “SPX”), the Russell 2000^® Index (Bloomberg: “RTY”), the FTSE™ 100 Index (Bloomberg: “UKX”), the Dow Jones Euro STOXX 50^® Index (Bloomberg: “SX5E”) and the TOPIX^® Index (Bloomberg: “TPX”)

Face amount:each note will have a face amount equal to $1,000; $ in the aggregate for all the offered notes

Initial index level (to be determined on the trade date): for the S&P 500^® Index, for the Russell 2000^® Index, for the FTSE™ 100 Index, for the Dow Jones Euro STOXX 50^® Index and for the TOPIX^® Index

Initial basket level:the initial basket level will be set at 100 units

Initial weighted value:the initial weighted value for each of the indices will be determined on the trade date bymultiplying the initial weight of the index by the initial basket level. The initial weight of each index will be determined on the trade date and may be different than the levels shown in the table below:


	Expected Initial
Index	Weighting in Basket

S&P 500^® Index		58.34	%
Russell 2000^® Index		8.33	%
FTSE^™100 Index		10.00	%
Dow Jones Euro STOXX 50^® Index		13.33	%
TOPIX^® Index		10.00	%

Final basket level:the final basket level will equal thesum of the following:(1) the closing level of the S&P 500^® Index on the determination datedivided by the initial level of the S&P 500^® Indexmultiplied by the initial weighted value of the S&P 500^® Index; (2) the closing level of the Russell 2000^® Index on the determination datedivided by the initial level of the Russell 2000^® Indexmultiplied by the initial weighted value of the Russell 2000^® Index; (3) the closing level of the FTSE^TM 100 Index on the determination datedivided by the initial level of the FTSE^TM 100 Indexmultiplied by the initial weighted value of the FTSE^TM 100 Index; (4) the closing level of the Dow Jones Euro STOXX 50^® Index on the determination datedivided by the initial level of the Dow Jones Euro STOXX 50^® Indexmultiplied by the initial weighted value of the Dow Jones Euro STOXX 50^® Index; and (5) the closing level of the TOPIX^® Index on the determination datedivided by the initial level of the TOPIX^® Indexmultiplied by the initial weighted value of the TOPIX^® Index except in limited circumstances described under “Specific Terms of Your Note — Consequences of a Market Disruption Event” on page S-19 and “Market Disruption Event” on pageS-22 and subject to adjustment as provided under “Specific Terms of Your Note — Discontinuance or Modification of the Indices” on page S-19. The final basket level will be determined by the calculation agent on the determination date

The return on your note with respect to these indices will reflect only the percentage change, if any, of the indices, as determined

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on the determination date, subject to the initial weightings of the indices in the basket, and will not reflect any change in the value of the U.S. dollar versus any local currency

Basket return:the result of (1) the final basket levelminusthe initial basket leveldividedby (2) the initial basket level, expressed as a percentage

Payment amount:on the stated maturity date, we will pay you an amount, if any, in cash equal to:


•	if the basket return isgreaterthan 0%, the outstanding face amount of your noteplusan amount equal to the outstanding face amount of your notemultipliedby the basket return;

•	if the basket return isequalto orlessthan 0% butequalto orgreaterthan the downside threshold, the outstanding face amount of your note; or

•	if the basket return islessthan the downside threshold, the outstanding face amount of your notemultiplied by the downside multipliermultiplied by thequotient of the final basket level and the initial basket level

Downside multiplier:the downside multiplier will be determined on the trade date and will be equal to 100%divided by the buffer

Buffer: the buffer will be determined on the trade date and is expected to be between 86% and 88%

Trade date: , 2006

Downside threshold: the downside threshold will be determined on the trade date and is expected to be between -12% and -14%

Stated maturity date (to be determined on the trade date):approximately two years after the original issue date, unless extended for up to six business days

Determination date:the fifth trading day prior to , , unless extended for up to five business days

No interest:the offered notes will not bear interest

No listing:the offered notes will not be listed on any securities exchange or interdealer market quotation system

Calculation agent:Goldman, Sachs & Co.

Business day:as described on page S-21

Trading day:as described on page S-21

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Q&A

How Do The Notes Work?

The notes offered by this prospectus supplement will have a stated maturity date of approximately two years after the original issue date. The stated maturity date will be determined on the trade date. The return on the notes will be linked to the performance of a weighted basket of the following two U.S. and three international equity indices, with each index having an expected relative weighting as follows: 58.34% for the S&P 500^® Index, 8.33% for the Russell 2000^® Index, 10.00% for the FTSE™ 100 Index, 13.33% for the Dow Jones Euro STOXX 50^® Index and 10.00% for the TOPIX^® Index. Because the indices are not equally weighted, even if a majority of the index levels increases, a decrease in one or more of the other index levels may offset those increases. The notes will not bear interest and no other payments will be made on your note prior to the stated maturity date. You may lose all or a significant amount of your initial investment. See “Additional Risk Factors Specific to Your Note” on page S-10.

Which Key Terms Have Not Been Set?

We have not set some key terms, and we will not set those terms until the trade date. These include:


•	the downside multiplier;

•	the buffer;

•	the downside threshold;

•	the initial weighted value

•	the stated maturity date; and

•	the initial index levels.

We will set these terms on the trade date, and each of them could significantly affect the amount, if any, you will receive at the stated maturity date.

Who Should Or Should Not Consider An Investment In The Notes?

We have designed the notes for investors who want to participate in the potential increase in a basket of two U.S. and three international equity indices while protecting their entire investment against a negative basket return equal to the downside threshold (to be set on the trade date). Because the entire principal amount of your notes will be fully exposed to any depreciation in the basket level in excess of the downside threshold, you should only consider purchasing the notes if you are willing to accept the risk of loss of the entire principal amount of your note. To the extent that the final basket level declines by more than the downside threshold from the initial basket level, the rate of decline in the amount you will be paid on your note on the stated maturity date will exceed the rate of decline of the basket.

In addition, if the amount payable on your note on the stated maturity date is the face amount of your note or even if the amount payable exceeds the face amount of your note, the overall return you earn on your note may be less than you would have earned by investing in a non-indexed debt security that bears interest at a prevailing market rate. The notes may therefore not be a suitable investment for you if you prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit ratings. For more details, see “Additional Risk Factors Specific to Your Note — Your Note Does Not Bear Interest” on pageS-10.

What Will I Receive On The Stated Maturity Date Of The Notes?

The payment amount, if any, for each note outstanding on the stated maturity date will be an amount in cash equal to:


•	if the basket return isgreaterthan 0%, the outstanding face amount of your noteplusan amount equal to the outstanding face amount of your notemultipliedby the basket return;

•	if the basket return isequalto orlessthan 0% butequalto orgreaterthan the downside threshold, the outstanding face amount of your note; or

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•	if the basket return islessthan the downside threshold, the outstanding face amount of your notemultiplied by the downside multipliermultiplied by thequotient of the final basket level and the initial basket level

To the extent that the final basket level declines by more than the downside threshold from the initial basket level, the rate of decline in the amount you will be paid on your note on the stated maturity date will exceed the rate of decline in the basket. If the basket return is less than the downside threshold, the payment on your note on the stated maturity date will be less than the face amount of your note and may even be reduced to zero.

The basket return is calculated bysubtractingthe initial basket level from the final basket level anddividingthe result by the initial basket level, with the result expressed as a percentage. The initial basket level will be set at 100 units. The final basket level is as described on page S-2. The calculation agent will determine the final index level for each index, which will be the closing level of that index on the determination date as calculated and published by the applicable index sponsor.

As discussed in the accompanying prospectus, the notes are indexed debt securities and are part of a series of debt securities entitled “Medium-Term Notes, Series B” issued by The Goldman Sachs Group, Inc. The notes will rank equally with all other unsecured and unsubordinated debt of The Goldman Sachs Group, Inc. For more details, see “Specific Terms of Your Note” on page S-17.

Who Should Or Should Not Consider An Investment In The Notes?

We have designed the notes for investors who want to participate in the potential increase in a basket of two U.S. and three international equity indices while protecting their entire investment against a negative basket return equal to the downside threshold (to be set on the trade date). Because the entire principal amount of your note will be fully exposed to any depreciation in the basket level in excess of the downside threshold, you should only consider purchasing the notes if you are willing to accept the risk of loss of the entire principal amount of your note. To the extent that the final basket level declines by more than the downside threshold from the initial basket level, the rate of decline in the amount you will be paid on your note on the stated maturity date will exceed the rate of decline of the basket.

What Will I Receive If I Sell The Note Prior To The Stated Maturity?

If you sell your note prior to the stated maturity date, you will receive the market price for your note. The market price for your note may be influenced by many factors, such as interest rates and the volatility of the indices. Depending on the impact of these factors, you may receive significantly less than the face amount of your note in any sale of your note before the stated maturity date.

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In addition, assuming no changes in market conditions or any other relevant factors, the market value of your note on the date of this prospectus supplement (as determined by reference to pricing models used by Goldman, Sachs & Co.) is significantly less than the original issue price. For more information on the market value of your note in the secondary market, see “Additional Risk Factors Specific to Your Note — Assuming No Changes In Market Conditions Or Any Other Relevant Factors, the Value Of Your Note On The Date Of This Prospectus Supplement (As Determined By Reference To Pricing Models Used by Goldman, Sachs & Co.) Is Significantly Less Than The Original Issue Price” on page S-10 and “— The Market Value of Your Note May Be Influenced By Many Factors That Are Unpredictable And Interrelated In Complex Ways” on page S-11.

Hypothetical Examples

We have assumed for the following table, chart and examples that the closing levels of the indices on the determination date will be the same as they are on the stated maturity date. We have also assumed that the buffer and the downside threshold, which will both be determined on the trade date, are 87.25% and - -12.75%, respectively. We have further assumed that the note is purchased on the original issue date and held until the stated maturity date, and that the downside multiplier, which has not yet been set, is 1.1461. The downside multiplier will be set on the trade date and will equal 100%divided by the buffer. If you sell your note before the stated maturity date, your return will depend upon the market value of your note at the time of sale, which may be affected by a number of factors that are not reflected in the examples below. For a discussion of some of these factors, see “Additional Risk Factors Specific to Your Note” on page S-10.

The following table, chart and examples are based on index returns that are entirely hypothetical and do not take into account any taxes you may owe as a result of owning your note; no one can predict what the value of the indices will be on the determination date. The actual levels of the indices have been highly volatile — meaning that the index levels have changed substantially in relatively short periods — in the past, and their future performance cannot be predicted. The final basket level can appreciate or depreciate due to changes in the index levels. For more details about hypothetical returns on your note, please see the following examples and “Hypothetical Returns on Your Note” on page S-24.

Moreover, we have not yet set the initial index levels that will serve as the baseline for determining the basket return and the amount, if any, that we will pay on your note at maturity. We will not do so until the trade date. As a result, the actual initial index levels may differ substantially from current index levels. They may also differ substantially from the index levels at the time you purchase your note.

For these reasons, the actual performance of the indices over the life of the offered notes, as well as the amount payable at maturity, may bear little relation to the hypothetical examples shown below or to the historical levels of the indices shown elsewhere in this prospectus supplement. For information about the level of the indices during recent periods, see “The Indices — Historical Closing Levels of the Indices” on page S-30. Before investing in the offered notes, you should consult publicly available news sources to determine the levels of the indices between the date of this prospectus supplement and your purchase of the offered notes.

The table, chart and examples below also assume that there is no change in or affecting the composition of the index stocks in the indices or the method by which the index sponsors calculate the index levels, that there is no change in the relative weighting of any index stock in a particular index, and that no market disruption event occurs with respect to any index.

The levels in the left column of the table represent hypothetical final basket levels and are expressed as percentages of the initial basket level, which has not yet been set. The amounts in the right column represent the hypothetical payment amounts, based on the corresponding hypothetical final basket levels and are expressed as percentages of the face

S-6

amount of a note. The hypothetical payment amounts are based on an assumed downside multiplier of 1.1461.


Hypothetical Final Basket Level		Hypothetical Payment Amount as
as Percentage of		Percentage of Face Amount
Initial Basket Level		on the Stated Maturity Date

	200.00%		200.00%
	175.00%		175.00%
	150.00%		150.00%
	125.00%		125.00%
	100.00%		100.00%
	87.25%		100.00%
	75.00%		85.96%
	50.00%		57.31%
	25.00%		28.65%
	0.00%		0.00%

We have not yet set the buffer which will serve as the basis for determining the downside threshold and the downside multiplier. For example, using a buffer of 87.25%, if the basket level declines by more than 12.75% as determined on the determination date, then you will lose 1.1461multiplied by the percentage decrease in the basket level in excess of 12.75%. As a result, to the extent the basket level declines by more than 12.75%, the rate of decline in the amount you will be paid on your note on the stated maturity date will exceed the rate of decline of the basket level. If, for example, the final basket level falls to 50% of the initial basket level, the payment amount that we would deliver to you at maturity would be 57.31% of the face amount of your note or $573.05 for each $1,000 face amount of your note, as shown in the table above. As a result, if you purchased your note on the original issue date and held it until the stated maturity date, you would lose 42.69% of your investment.

The following chart also shows a graphical illustration of the hypothetical payment amounts (expressed as a percentage of the face amount of your note) that we would deliver to you on the stated maturity date, if the final basket level (expressed as a percentage of the initial basket level) were any of the hypothetical levels shown on theX-Axis and based on an assumed buffer of 87.25%, an assumed downside threshold of - -12.75% and an assumed downside multiplier of 1.1461. The chart shows that any hypothetical final basket level of less than 87.25% of the initial basket level (the section left of the 87.25% marker on theX-Axis) would result in a hypothetical payment amount of less than 100% of the face amount of your note (the section below the 100% marker on theY-Axis) and, accordingly, in a loss of principal to the holder of the note.

S-7

The final basket level will be determined by the performance of each of the indices as determined on the determination date. The examples below demonstrate how these factors may affect the payment amount that the holder of each note will receive on the stated maturity date, expressed as a percentage of the face amount and based on an assumed buffer of 87.25%, an assumed downside threshold of -12.75% and an assumed downside multiplier of 1.1461.


Example I:	All five index returns are positive. The final basket level is greater than the initial basket level. The payment amount is greater than the face amount of your note.


					Dow Jones
			Russell		Euro
	S&P 500^®		2000^®		STOXX 50^®		FTSE^TM100		TOPIX^®
	Index		Index		Index		Index		Index

Initial index level		1,263.78		718.16		3,726.81		5,808.70		1,682.26
Initial weighted value		58.34		8.33		13.33		10.00		10.00
Final index level		1,400.00		800.00		4,000.00		7,000.00		2,000.00
Downside multiplier										114.61	%
Initial basket level										100.00
Final basket level										112.17
Basket return										12.17	%
Payment amount as percentage of face amount										112.17	%

S-8


Example II:	The returns on the FTSE™ 100 Index and the TOPIX^® Index are positive and the returns on the S&P 500^® Index, the Russell 2000^® Index and the Dow Jones Euro STOXX 50^® Index are negative. The final basket level is less than the initial basket level, but not by more than 12.75%. The payment amount is 100% of the face amount of your note.


			Russell		Dow Jones
	S&P 500^®		2000^®		Euro STOXX 50^®		FTSE^™100		TOPIX^®
	Index		Index		Index		Index		Index

Initial index level		1,263.78		718.16		3,726.81		5,808.70		1,682.26
Initial weighted value		58.34		8.33		13.33		10.00		10.00
Final index level		1,150.00		700.00		3,600.00		6,000.00		1,800.00
Downside multiplier										114.61	%
Initial basket level										100.00
Final basket level										95.11
Basket return										(4.89	)%
Payment amount as percentage of face amount										100.00	%


Example III:	All five index returns are negative. The final basket level is less than the initial basket level by more than 12.75%. The payment amount is 93.93% of the face amount of your note.


			Russell		Dow Jones
	S&P 500^®		2000^®		Euro STOXX 50^®		FTSE^™100		TOPIX^®
	Index		Index		Index		Index		Index

Initial index level		1,263.78		718.16		3,726.81		5,808.70		1,682.26
Initial weighted value		58.34		8.33		13.33		10.00		10.00
Final index level		1,000.00		600.00		3,400.00		5,200.00		1,300.00
Downside multiplier										114.61	%
Initial basket level										100.00
Final basket level										81.96
Basket return										(18.04	)%
Payment amount as percentage of face amount										93.93	%

Who Publishes The Indices And What Does Each Index Measure?

Please see “The Indices” on page S-30 for a description of these indices.

What About Taxes?

The U.S. federal income tax consequences of an investment in your note are uncertain, both as to the timing and character of any inclusion in income in respect of your note. Some of these tax consequences are summarized below, but we urge you to read the more detailed discussion in “Supplemental Discussion of Federal Income Tax Consequences” on page S-38.

Pursuant to the terms of the notes, The Goldman Sachs Group, Inc. and you agree (in the absence of an administrative or judicial ruling to the contrary) to characterize your note for all purposes as a pre-paid forward contract with respect to the indices. If your note is so treated, you will generally recognize capital gain or loss upon the sale or maturity of your note in an amount equal to the difference between the amount you receive upon the sale of your note or on the stated maturity date and the amount you paid for your note. Such gain or loss generally would be long-term capital gain or loss if you held your note for more than one year.

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ADDITIONAL RISK FACTORS SPECIFIC TO YOUR NOTE

An investment in your note is subject to the risks described below, as well as the risks described under “Considerations Relating to Indexed Securities” in the accompanying prospectus dated December 1, 2005. Your note is a riskier investment than ordinary debt securities. Also, your note is not equivalent to investing directly in the index stocks,i.e., the stocks comprising the indices to which your note is linked. You should carefully consider whether the offered notes are suited to your particular circumstances.

Assuming No Changes In Market Conditions Or Any Other Relevant Factors, The Market Value Of Your Note On The Date Of This Prospectus Supplement (As Determined By Reference To Pricing Models Used By Goldman, Sachs & Co.) Is Significantly Less Than The Original Issue Price

The value or quoted price of your note at any time, however, will reflect many factors and cannot be predicted. If Goldman, Sachs & Co. makes a market in the offered notes, the price quoted by Goldman, Sachs & Co. would reflect any changes in market conditions and other relevant factors, and the quoted price could be higher or lower than the original issue price, and may be higher or lower than the value of your note as determined by reference to pricing models used by Goldman, Sachs & Co.

If at any time a third party dealer quotes a price to purchase your note or otherwise values your note, that price may be significantly different (higher or lower) than any price quoted by Goldman, Sachs & Co. You should read “— The Market Value Of Your Note May Be Influenced By Many Factors That Are Unpredictable And Interrelated In Complex Ways” below.

Furthermore, if you sell your note, you will likely be charged a commission for secondary market transactions, or the price will likely reflect a dealer discount.

There is no assurance that Goldman, Sachs & Co. or any other party will be willing to purchase your note; and, in this regard, Goldman, Sachs & Co. is not obligated to make a market in the notes. See “— Your Note May Not Have An Active Trading Market” below.

The Principal Of Your Note Is Not Protected

The principal of your note is not protected if the final basket level declines by more than downside threshold from the initial basket level. We have assumed that the buffer is 87.25%, that the downside threshold is -12.75% and that the downside multiplier is 1.1461. If, for example, the final basket level islessthan 87.25% of the initial basket level, you will lose the outstanding face amount of your notemultiplied by 1.1461multipliedby the percentage decline in the basket level in excess of 12.75%. For example, if the final basket level falls to 50% of the initial basket level, resulting in a basket return of - -50%, you will be paid only 57.31% of your principal and you will lose 42.69% of your principal. Therefore, to the extent that the basket level declines by more than 12.75%, the rate of decline in the amount you will be paid on your note on the stated maturity date will exceed the rate of decline in the basket level. Thus, you may lose your entire investment in your note, depending on the final basket level, as calculated by the calculation agent.

Our cash payment, if any, on your note on the stated maturity date will be based on the final basket level, which is affected by the final index level of each index.

Also, the market value of your note prior to the stated maturity date may be lower than the purchase price you pay for your note. Consequently, if you sell your note before the stated maturity date, you may receive far less than the amount of your investment in the note.

Your Note Does Not Bear Interest

You will not receive any interest payments on your note. Even if the amount payable on your note on the stated maturity

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date exceeds the face amount of your note, the overall return you earn on your note may be less than you would have earned by investing in a non-indexed debt security of comparable maturity that bears interest at a prevailing market rate. Moreover, under applicable United States tax law as described under “Supplemental Discussion Of Federal Income Tax Consequences” below, you will have to pay tax on deemed interest amounts even though your note does not bear periodic interest.

The Lower Performance Of One Index May Offset An Increase In The Other Indices

The basket is comprised of five indices which are not equally weighted. Because the initial weights of the five indices are not the same, declines in the level of one index may offset increases in the levels of the other indices. As a result, the return on the basket — and thus on your note — may be reduced or eliminated, which will have the effect of reducing the amount payable in respect of your note at maturity.

The Return On Your Note Will Not Reflect Any Dividends Paid On The Index Stocks

Each index sponsor calculates the level of the applicable index by reference to the prices of the common stocks included in the relevant index, without taking account of the value of dividends paid on those stocks. Therefore, the return on your note will not reflect the return you would realize if you actually owned the stocks included in each index and received the dividends paid on those stocks. However, for all five indices, you will not receive any dividends that may be paid on any of the index stocks by the index stock issuers. See “— You Have No Shareholder Rights Or Rights To Receive Any Stock” below for additional information.

An Investment In The Offered Notes Is Subject To Risks Associated With Foreign Securities Markets

The indices that comprise the basket include stocks issued by foreign companies in the United Kingdom, Europe and Japan. You should be aware that investments in securities linked to the value of foreign equity securities involve particular risks. The foreign securities markets comprising the indices may have less liquidity and may be more volatile than U.S. or other securities markets and market developments may affect foreign markets differently from U.S. or other securities markets. Direct or indirect government intervention to stabilize the foreign securities markets, as well as cross-shareholdings in foreign companies, may affect trading prices and volumes in those markets. Also, there is generally less publicly available information about foreign companies than about those U.S. companies that are subject to the reporting requirements of the U.S. Securities and Exchange Commission, and foreign companies are subject to accounting, auditing and financial reporting standards and requirements that differ from those applicable to U.S. reporting companies.

Securities prices in the United Kingdom, Europe and Japan are subject to political, economic, financial and social factors that apply in those geographical regions. These factors, which could negatively affect those securities markets, include the possibility of recent or future changes in a foreign government’s economic and fiscal policies, the possible imposition of, or changes in, currency exchange laws or other laws or restrictions applicable to foreign companies or investments in foreign equity securities and the possibility of fluctuations in the rate of exchange between currencies, the possibility of outbreaks of hostility and political instability and the possibility of natural disaster or adverse public health development in the region. Moreover, foreign economies may differ favorably or unfavorably from the U.S. economy in important respects such as growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency.

The Market Value Of Your Note May Be Influenced By Many Factors That Are Unpredictable And Interrelated In Complex Ways

When we refer to the market value of your note, we mean the value that you could

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receive for your note if you chose to sell it in the open market before the stated maturity date. The market value of your note will be affected by many factors that are beyond our control and are unpredictable. For more information about the value of your note in the secondary market, see “— Assuming No Changes In Market Conditions Or Any Other Relevant Factors, The Value Of Your Note On The Date Of This Prospectus Supplement (As Determined By Reference to Pricing Models Used by Goldman, Sachs & Co.) Is Significantly Less Than The Original Issue Price” above.

Moreover, these factors interrelate in complex ways, and the effect of one factor on the market value of your note may offset or enhance the effect of another factor. For example, an increase in U.S. interest rates, which could have a negative effect on the market value of your note, may offset any positive effect that an increase in the level of the basket attributable to favorable political or economic developments in Europe and Japan could have. The following paragraphs describe the expected impact on the market value of your note given a change in a specific factor, assuming all other conditions remain constant.

The Level Of The Basket Will Affect The Market Value Of Your Note

We expect that the market value of your note at any particular time will depend substantially on the amount, if any, by which the level of the basket at that time has risen above or has fallen below the initial basket level. If you sell your note prior to maturity, you may receive substantially less than the amount that would be payable on the stated maturity date based on a final basket level equal to that current level because of an expectation that the level of the basket will continue to fluctuate until the final basket level is determined. Fluctuating dividend rates may affect the level of the basket and, indirectly, the market value of your note. Economic, financial, regulatory, political, military and other developments that affect stock markets generally and the stocks underlying the basket may also affect the level of the basket and, indirectly, the market value of your note.

As indicated under “The Indices — Historical Closing Levels of the Indices” below, the levels of the indices comprised in the basket have been highly volatile at times in the past and may, in the future, experience significant fluctuations. It is impossible to predict whether the levels of the basket will rise or fall. In addition, we cannot predict whether future changes in the market prices of the basket stocks or future changes in the foreign exchange rates will correlate with past changes.

Changes In Interest Rates Are Likely To Affect The Market Value Of Your Note

Although we will not pay interest on your note, we expect that the market value of your note, like that of a traditional debt security, will be affected by changes in interest rates, although these changes may affect your note and a traditional debt security to different degrees. In general, if U.S. interest rates increase, we expect that the market value of your note will decrease. Conversely, if U.S. interest rates decrease, we expect that the market value of your note will increase.

Changes In The Volatility Of The Levels Of The Indices Are Likely To Affect The Market Value Of Your Note

The volatility of the indices refers to the magnitude and frequency of the changes in the levels of the indices. In most scenarios, if the volatility of one or more of the indices comprising the basket increases, we expect that the market value of your note will increase and, conversely, if the volatility of one or more of the indices comprising the basket decreases, we expect that the market value of your note will decrease.

The Time Remaining To Maturity Is Likely To Affect The Market Value Of Your Note

Before the stated maturity date, the market value of your note may be higher than one would expect if that value were based solely on the level of the basket and the level of interest rates. This difference would reflect a “time value” due to expectations concerning the level of the basket and

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interest rates during the time remaining to the stated maturity date. However, as the time remaining to the stated maturity date decreases, we expect that this time value will decrease, lowering the market value of your note.

Changes In Our Credit Ratings May Affect The Market Value Of Your Note

Our credit ratings are an assessment of our ability to pay our obligations, including those on the offered notes. Consequently, actual or anticipated changes in our credit ratings may affect the market value of your note. However, because the return on your note is dependent upon factors, such as the level of the basket and interest rates, in addition to our ability to pay our obligation on your note, an improvement in our credit ratings will not reduce the other investment risks related to your note.

We Can Postpone the Stated Maturity Date If A Market Disruption Event Occurs

If the calculation agent determines that, on the determination date, a market disruption event has occurred or is continuing, the determination date will be postponed until the first trading day on which no market disruption event occurs or is continuing. As a result, the stated maturity date for your note will also be postponed, although not by more than six business days. Thus, you may not receive the cash payment that we are obligated to deliver on the stated maturity date until several days after the originally scheduled due date. Moreover, if the closing level of any of the indices comprising the basket are not available on the determination date because of a continuing market disruption event or for any other reason, the calculation agent will nevertheless determine the final basket level based on its assessment, made in its sole discretion, of the closing levels of the indices at that time.

If The Levels Of The Indices Change, The Market Value Of Your Note May Not Change In The Same Manner

Your note may trade quite differently from the performance of the indices comprising the basket. Changes in the levels of those indices may not result in a comparable change in the market value of your note. In part, this is because of the weightings assigned to the indices. We discuss some of the reasons for this disparity under “— The Market Value Of Your Note May Be Influenced By Many Factors That Are Unpredictable And Interrelated In Complex Ways” above.

Trading And Other Transactions By Goldman Sachs In Instruments Linked To The Indices, The Currencies They Are Denominated In Or The Index Stocks May Impair The Value Of Your Note

As we describe under “Use of Proceeds and Hedging” below, we, through Goldman, Sachs & Co. or one or more of our other affiliates, expect to hedge our obligations under the offered notes by purchasing futures and/or other instruments linked to the indices. We also expect to adjust the hedge by, among other things, purchasing or selling any of the foregoing, and perhaps other instruments linked to one or more of the indices or the stocks in those indices, which we refer to as index stocks, at any time and from time to time, and to unwind the hedge by selling any of the foregoing on or before the determination date for your note. We may also enter into, adjust and unwind hedging transactions relating to other index-linked notes whose returns are linked to changes in the level of one or more of the indices. Any of these hedging activities may adversely affect the levels of one or more of the indices — directly or indirectly by affecting the price of the index stocks — and therefore the market value of your note and the amount we will pay on your note at maturity. It is possible that we, through our affiliates, could receive substantial returns with respect to our hedging activities while the value of your note may decline. See “Use of Proceeds and Hedging” below for a further discussion of transactions in which we or one or more of our affiliates may engage.

Goldman, Sachs & Co. and our other affiliates may also engage in trading in one or more of the index stocks or instruments whose returns are linked to any of the indices or index stocks for their proprietary accounts,

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for other accounts under their management or to facilitate transactions, including block transactions, on behalf of customers. Any of these activities of Goldman, Sachs & Co. or our other affiliates could adversely affect the level of one or more of the indices — directly or indirectly by affecting the price of the index stocks — and therefore, the market value of your note and the amount we will pay on your note at maturity. We may also issue, and Goldman, Sachs & Co. and our other affiliates may also issue or underwrite, other securities or financial or derivative instruments with returns linked to changes in the level of one or more of the indices or one or more of the index stocks. By introducing competing products into the marketplace in this manner, we or our affiliates could adversely affect the market value of your note and the amount we will pay on your note at maturity.

You Have No Shareholder Rights Or Rights To Receive Any Stock

Investing in your note will not make you a holder of any of the index stocks. Neither you nor any other holder or owner of your note will have any voting rights, any right to receive dividends or other distributions or any other rights with respect to the index stocks. Your note will be paid in cash, and you will have no right to receive delivery of any stocks.

Our Business Activities May Create Conflicts Of Interest Between You And Us

As we have noted above, Goldman, Sachs & Co. and our other affiliates expect to engage in trading activities related to the indices and in the index stocks that are not for your account or on your behalf. These trading activities may present a conflict between your interest in your note and the interests Goldman, Sachs & Co. and our other affiliates will have in their proprietary accounts, in facilitating transactions, including block trades, for their customers and in accounts under their management. These trading activities, if they influence the level of the indices, could be adverse to your interests as a beneficial owner of your note.

Goldman, Sachs & Co. and our other affiliates may, at present or in the future, engage in business with the issuers of the index stocks, including making loans to or equity investments in those companies or providing advisory services to those companies. These services could include merger and acquisition advisory services. These activities may present a conflict between the obligations of Goldman, Sachs & Co. or another affiliate of Goldman Sachs and your interests as a beneficial owner of a note. Moreover, one or more of our affiliates have published and, in the future, expect to publish research reports with respect to some or all of the issuers of the index stocks and with respect to any of the indices. Any of these activities by any of our affiliates may affect the level of one or more of the indices and, therefore, the market value of your note and the amount we will pay on your note at maturity.

As Calculation Agent, Goldman, Sachs & Co. Will Have The Authority To Make Determinations That Could Affect The Market Value Of Your Note, When Your Note Matures And The Amount You Receive At Maturity

As calculation agent for your note, Goldman, Sachs & Co. will have discretion in making various determinations that affect your note, including determining the final basket level on the determination date, which we will use to determine how much cash we must pay on the stated maturity date, the determination date and determining whether to postpone the stated maturity date because of a market disruption event. The calculation agent also has discretion in making certain adjustments relating to a discontinuation or modification of an index. See “Specific Terms of Your Note” below. The exercise of this discretion by Goldman, Sachs & Co. could adversely affect the value of your note and may present Goldman, Sachs & Co. with a conflict of interest of the kind described under “— Our Business Activities May Create Conflicts Of Interest Between You And Us” above. We may change the calculation agent at any time without notice, and Goldman, Sachs & Co. may resign as calculation agent

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at any time upon 60 days’ written notice to Goldman Sachs.

The Policies Of The Index Sponsors And Changes That Affect The Indices Or The Index Stocks Could Affect The Amount Payable On Your Note And Its Market Value

The policies of the index sponsors concerning the calculation of the index levels, additions, deletions or substitutions of index stocks and the manner in which changes affecting the index stocks or their issuers, such as stock dividends, reorganizations or mergers, are reflected in the index levels, could affect the index levels and, therefore, the amount payable on your note on the stated maturity date and the market value of your note before that date. The amount payable on your note and its market value could also be affected if any of the index sponsors changes these policies, for example, by changing the manner in which it calculates the index level, or if any of the index sponsors discontinues or suspends calculation or publication of the index level, in which case it may become difficult to determine the market value of your note. If events such as these occur, or if any of the index levels is not available on the determination date because of a market disruption event or for any other reason, the calculation agent — which initially will be Goldman, Sachs & Co., our affiliate — may determine the index levels on the determination date — and thus the amount payable on the stated maturity date — in a manner it considers appropriate, in its sole discretion. We describe the discretion that the calculation agent will have in determining the index levels on the determination date and the amount payable on your note more fully under “Specific Terms of Your Note — Discontinuance or Modification of the Indices” and “— Role of Calculation Agent” below.

Except To The Extent We Are One Of The 500 Companies Whose Common Stock Comprises The S&P 500^® Index, There Is No Affiliation Between The Index Stock Issuers Or The Index Sponsors And Us, And We Are Not Responsible For Any Disclosure By The Index Stock Issuers

The common stock of Goldman Sachs is one of the 500 Index Stocks comprising the S&P 500^® Index. Goldman Sachs is not otherwise affiliated with the issuers of the index stocks or the index sponsors. As we have told you above, however, we or our affiliates may currently or from time to time in the future engage in business with the index stock issuers. Nevertheless, neither we nor any of our affiliates assumes any responsibility for the accuracy or the completeness of any information about the indices and the index stock issuers. You, as an investor in your note, should make your own investigation into the indices and the index stock issuers. See “The Indices” below for additional information about the indices.

Neither the index sponsors nor the index stock issuers are involved in this offering of your note in any way and none of them have any obligation of any sort with respect to your note. Thus, neither the index sponsors nor the index stock issuers have any obligation to take your interests into consideration for any reason, including in taking any corporate actions that might affect the value of your note.

Your Note May Not Have An Active Trading Market

Your note will not be listed or displayed on any securities exchange or included in any interdealer market quotation system, and there may be little or no secondary market for your note. Even if a secondary market for your note develops, it may not provide significant liquidity and we expect that transaction costs in any secondary market would be high. As a result, the difference between bid and asked prices for your note in any secondary market could be substantial.

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Certain Considerations For Insurance Companies And Employee Benefit Plans

Any insurance company or fiduciary of a pension plan or other employee benefit plan that is subject to the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended, which we call “ERISA”, or the Internal Revenue Code of 1986, as amended, including an IRA or a Keogh plan (or a governmental plan to which similar prohibitions apply), and that is considering purchasing the offered notes with the assets of the insurance company or the assets of such a plan, should consult with its counsel regarding whether the purchase or holding of the offered notes could become a “prohibited transaction” under ERISA, the Internal Revenue Code or any substantially similar prohibition in light of the representations a purchaser or holder in any of the above categories is deemed to make by purchasing and holding the offered notes. This is discussed in more detail under “Employee Retirement Income Security Act” below.

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SPECIFIC TERMS OF YOUR NOTE

Please note that in this section entitled “Specific Terms of Your Note”, references to “holders” mean those who own notes registered in their own names, on the books that we or the trustee maintain for this purpose, and not those who own beneficial interests in notes registered in street name or in notes issued in book-entry form through The Depository Trust Company (“DTC”). Please review the special considerations that apply to owners of beneficial interests in the accompanying prospectus, under “Legal Ownership and Book-Entry Issuance”.

The offered notes are part of a series of debt securities, entitled “Medium-Term Notes, Series B”, that we may issue under the indenture from time to time as described in the accompanying prospectus. The offered notes are also “indexed debt securities”, as defined in the accompanying prospectus. This prospectus supplement summarizes specific financial and other terms that apply to the offered notes, including your note; terms that apply generally to all Series B medium-term notes are described in “Description of Notes We May Offer” in the accompanying prospectus. The terms described here supplement those described in the accompanying prospectus and, if the terms described here are inconsistent with those described there, the terms described here are controlling.

In addition to those terms described on the first two pages of this prospectus supplement, the following terms will apply to your note:

No interest:we will not pay interest on your note

Specified currency:


•	U.S. dollars (“$”)

Form of note:


•	global form only: yes, at DTC

•	non-global form available: no

Denominations:each note registered in the name of a holder must have a face amount of $1,000 or integral multiples thereof

Defeasance applies as follows:


•	full defeasance: no

•	covenant defeasance: no

Other terms:


•	the default amount will be payable on any acceleration of the maturity of your note as described under “— Special Calculation Provisions” below

•	a business day for your note will not be the same as a business day for our other Series B medium-term notes, as described under “— Special Calculation Provisions” below

•	a trading day for your note will not be the same as a trading day for our other Series B medium-term notes, as described under “— Special Calculation Provisions” below

Please note that the information about the settlement or trade date, issue price, discounts or commissions and net proceeds to The Goldman Sachs Group, Inc. on the front cover page or elsewhere in this prospectus supplement relates only to the initial issuance and sale of the notes. If you have purchased your note in a market-making transaction after the initial issuance and sale of the notes, any such relevant information about the sale to you will be provided in a separate confirmation of sale.

We describe the terms of your note in more detail below.

Indices, Index Sponsors and Index Stocks

In this prospectus supplement, when we refer to the indices, we mean the indices specified on the front cover page, or any successor to any of the indices, as it may be

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modified, replaced or adjusted from time to time as described under “— Discontinuance or Modification of the Indices” below. When we refer to the index sponsor as of any time, we mean the entity, including any successor sponsor, that determines and publishes the applicable index as then in effect. When we refer to the index stocks as of any time, we mean the stocks that comprise the indices as then in effect, after giving effect to any additions, deletions or substitutions.

Payment of Principal on Stated Maturity Date

On the stated maturity date, we will pay as principal, to the holder of the note, an amount, if any, in cash equal to:


•	if the basket return isgreaterthan 0%, the outstanding face amount of your noteplusan amount equal to the outstanding face amount of your notemultipliedby the basket return;

•	if the basket return isequalto orlessthan 0% butequalto orgreaterthan the downside threshold, the outstanding face amount of your note; or

•	if the basket return islessthan the downside threshold, the outstanding face amount of your notemultiplied by the downside multipliermultiplied by thequotient of the final basket level and the initial basket level

Basket return

Initial weighted value

The initial weighted value for each of the indices will be determined bymultiplying the initial weight of the index by the initial basket level.

Final basket level

The final basket level will equal thesum of the following: (1) the closing level of the S&P 500^® Index on the determination datedivided by the initial level of the S&P 500^® Indexmultiplied by the initial weighted value of the S&P 500^® Index; (2) the closing level of the Russell 2000^® Index on the determination datedivided by the initial level of the Russell 2000^® Indexmultiplied by the initial weighted value of the Russell 2000^® Index; (3) the closing level of the FTSE^tm 100 Index on the determination datedivided by the initial level of the FTSE^tm 100 Indexmultiplied by the initial weighted value of the FTSE^tm 100 Index; (4) the closing level of the Dow Jones Euro STOXX 50^® Index on the determination datedivided by the initial level of the Dow Jones Euro STOXX 50^® Indexmultiplied by the initial weighted value of the Dow Jones Euro STOXX 50^® Index; and (5) the closing level of the TOPIX^® Index on the determination datedivided by the initial level of the TOPIX^® Indexmultiplied by the initial weighted value of the TOPIX^® Index.

The expected initial weight of each index is as shown in the table below:

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Initial

Index

Initial

Weighted

Index

Level

Weight

Value

S&P 500^® Index

58.34%

58.34 units

Russell 2000^® Index

8.33%

8.33 units

FTSE^tm100 Index

10.00%

10.00 units

Dow Jones Euro STOXX 50^® Index

13.33%

13.33 units

TOPIX^® Index

10.00%

10.00 units

Stated Maturity Date

The stated maturity date will be , (to be determined on the trade date) unless that day is not a business day, in which case the stated maturity date will be the next following business day. If the fifth trading day before this applicable day is not the determination date referred to below, however, then the stated maturity date will be the fifth business day following the determination date,providedthat the stated maturity date will never be later than the fifth business day after , or, if , is not a business day, later than the sixth business day after , . The calculation agent may postpone the determination date — and therefore the stated maturity date — if a market disruption event occurs or is continuing on any day that would otherwise be the determination date. We describe market disruption events under “— Special Calculation Provisions” below.

Determination Date

The determination date will be the fifth trading day before , unless the calculation agent determines that a market disruption event occurs or is continuing on that fifth prior trading day. In that event, the determination date will be the first following trading day on which the calculation agent determines that a market disruption event does not occur and is not continuing. In no event, however, will the determination date be later than , or, if , is not a business day, later than the first business day after , .

Consequences of a Market Disruption Event

As indicated above, if a market disruption event occurs or is continuing on a day that would otherwise be the determination date, then the determination date will be postponed to the next trading day on which a market disruption event does not occur and is not continuing. In no event, however, will the determination date be postponed by more than five business days.

If the determination date is postponed to the last possible day, but a market disruption event occurs or is continuing on that day, that day will nevertheless be the determination date. If the calculation agent determines that any of the indices comprising the basket are not available on the last possible determination date because of a continuing market disruption event or for any other reason, the calculation agent will nevertheless determine the final basket level based on its assessment, made in its sole discretion, of the closing levels of the indices at that time.

Discontinuance or Modification

of the Indices

If any of the index sponsors discontinues publication of its applicable index and that index sponsor or anyone else publishes a substitute index that the calculation agent determines is comparable to the applicable index, then the calculation agent will determine the amount payable on the stated maturity date by reference to the substitute index. We refer to any substitute index approved by the calculation agent as a successor index.

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If the calculation agent determines that the publication of any of the indices is discontinued and there is no successor index, or that the level of any of the indices is not available on the determination date because of a market disruption event or for any other reason, the calculation agent will determine the amount payable on the stated maturity date, by a computation methodology that the calculation agent determines will as closely as reasonably possible replicate the applicable index.

If the calculation agent determines that any index, the stocks comprising any index or the method of calculating any index is changed at any time in any respect — including any split or reverse-split of the index and any addition, deletion or substitution and any reweighting or rebalancing of the index stocks and whether the change is made by the index sponsor under its existing policies or following a modification of those policies, is due to the publication of a successor index, is due to events affecting one or more of the index stocks or their issuers or is due to any other reason — then the calculation agent will be permitted (but not required) to make such adjustments in the applicable index or the method of its calculation as it believes are appropriate to ensure that the applicable final index level used to determine the amount payable on the stated maturity date is equitable.

All determinations and adjustments to be made by the calculation agent with respect to any index may be made by the calculation agent in its sole discretion. The calculation agent is not obligated to make any such adjustments.

Default Amount on Acceleration

If an event of default occurs and the maturity of your note is accelerated, we will pay the default amount in respect of the principal of your note at the maturity, instead of the amount payable on the stated maturity date as described earlier. We describe the default amount under “— Special Calculation Provisions” below.

For the purpose of determining whether the holders of our Series B medium-term notes, which include the offered notes, are entitled to take any action under the indenture, we will treat the outstanding face amount of each offered note as the outstanding principal amount of that note. Although the terms of the offered notes differ from those of the other Series B medium-term notes, holders of specified percentages in principal amount of all Series B medium-term notes, together in some cases with other series of our debt securities, will be able to take action affecting all the Series B medium-term notes, including the offered notes. This action may involve changing some of the terms that apply to the Series B medium-term notes, accelerating the maturity of the Series B medium-term notes after a default or waiving some of our obligations under the indenture. We discuss these matters in the accompanying prospectus under “Description of Debt Securities We May Offer — Default, Remedies and Waiver of Default” and “— Modification of the Debt Indentures and Waiver of Covenants”.

Manner of Payment

Any payment on your note at maturity will be made to an account designated by the holder of the note and approved by us, or at the office of the trustee in New York City, but only when your note is surrendered to the trustee at that office. We also may make any payment in accordance with the applicable procedures of the depositary.

Modified Business Day

As described in the accompanying prospectus, any payment on your note that would otherwise be due on a day that is not a business day may instead be paid on the next day that is a business day, with the same effect as if paid on the original due date. For your note, however, the term business day has a different meaning than it does for other Series B medium-term notes. We discuss this term under “— Special Calculation Provisions” below.

Role of Calculation Agent

The calculation agent in its sole discretion will make all determinations regarding the initial weighted value of each index, the final basket level, the basket return,

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the closing levels of the two U.S. and three international indices, market disruption events, trading days, business days, extension of the determination date or stated maturity date, the default amount and the payment amount on your note, if any, to be made at maturity. Absent manifest error, all determinations of the calculation agent will be final and binding on you and us, without any liability on the part of the calculation agent.

Please note that Goldman, Sachs & Co., our affiliate, is currently serving as the calculation agent as of the original issue date of your note. We may change the calculation agent for your note at any time after the original issue date without notice, and Goldman, Sachs & Co. may resign as calculation agent at any time upon 60 days’ written notice to Goldman Sachs.

Special Calculation Provisions

Business Day

When we refer to a business day with respect to your note, we mean a day that is not a Saturday, Sunday or a day on which banking institutions in the City of New York are authorized or obligated by law, regulation or executive order to close.

Trading Day

When we refer to a trading day with respect to your note, we mean a day on which the respective principal securities markets for all the index stocks are open for trading, all of the index sponsors are open for business and all of the indices are calculated and published by the index sponsors.

Default Amount

The default amount for your note on any day will be an amount, in the specified currency for the principal of your note, equal to the cost of having a qualified financial institution, of the kind and selected as described below, expressly assume all of our payment and other obligations with respect to your note as of that day and as if no default or acceleration had occurred, or to undertake other obligations providing substantially equivalent economic value to you with respect to your note. That cost will equal:


•	the lowest amount that a qualified financial institution would charge to effect this assumption or undertaking,plus

•	the reasonable expenses, including reasonable attorneys’ fees, incurred by the holder of the note in preparing any documentation necessary for this assumption or undertaking.

During the default quotation period for your note, which we describe below, the holder and/or we may request a qualified financial institution to provide a quotation of the amount it would charge to effect this assumption or undertaking. If either party obtains a quotation, it must notify the other party in writing of the quotation. The amount referred to in the first bullet point above will equal the lowest — or, if there is only one, the only — quotation obtained, and as to which notice is so given, during the default quotation period. With respect to any quotation, however, the party not obtaining the quotation may object, on reasonable and significant grounds, to the assumption or undertaking by the qualified financial institution providing the quotation and notify the other party in writing of those grounds within two business days after the last day of the default quotation period, in which case that quotation will be disregarded in determining the default amount.

Default Quotation Period.The default quotation period is the period beginning on the day the default amount first becomes due and ending on the third business day after that day, unless:


•	no quotation of the kind referred to above is obtained, or

•	every quotation of that kind obtained is objected to within five business days after the day the default amount first becomes due.

If either of these two events occurs, the default quotation period will continue until the third business day after the first business day on which prompt notice of a quotation is given as described above. If that quotation is

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objected to as described above within five business days after that first business day, however, the default quotation period will continue as described in the prior sentence and this sentence.

In any event, if the default quotation period and the subsequent two business day objection period have not ended before the determination date, then the default amount will equal the principal amount of your note.

Qualified Financial Institutions.For the purpose of determining the default amount at any time, a qualified financial institution must be a financial institution organized under the laws of any jurisdiction in the United States of America, which at that time has outstanding debt obligations with a stated maturity of one year or less from the date of issue and is ratedeither:


•	A-1 or higher by Standard & Poor’s Ratings Group or any successor, or any other comparable rating then used by that rating agency,or

•	P-1 or higher by Moody’s Investors Service, Inc. or any successor, or any other comparable rating then used by that rating agency.

Market Disruption Event

Any of the following will be a market disruption event with respect to any one of the five indices:


•	a suspension, absence or material limitation of trading in index stocks constituting 20% or more, by weight, of the index on their respective primary markets, in each case for more than two hours of trading or during the one-half hour before the close of trading in that market, as determined by the calculation agent in its sole discretion, or

•	a suspension, absence or material limitation of trading in option or futures contracts relating to the index or to index stocks constituting 20% or more, by weight, of the index, if available, in the respective primary markets for those contracts, in each case for more than two hours of trading or during the one-half hour before the close of trading in that market, as determined by the calculation agent in its sole discretion, or

•	index stocks constituting 20% or more, by weight, of the index, or option or futures contracts relating to the index or to index stocks constituting 20% or more, by weight, of the index, if available, do not trade on what were the respective primary markets for those index stocks or contracts, as determined by the calculation agent in its sole discretion,

and, in the case of any of these events, the calculation agent determines in its sole discretion that the event could materially interfere with the ability of The Goldman Sachs Group, Inc. or any of its affiliates or a similarly situated party to unwind all or a material portion of a hedge that could be effected with respect to the offered notes. For more information about hedging by The Goldman Sachs Group, Inc. and/or any of its affiliates, see “Use of Proceeds and Hedging” below.

The following events will not be market disruption events with respect to an index:


•	a limitation on the hours or numbers of days of trading, but only if the limitation results from an announced change in the regular business hours of the relevant market, and

•	a decision to permanently discontinue trading in the option or futures contracts relating to any of the indices or to any index stock.

For this purpose, an “absence of trading” in the primary securities market on which an index stock, or on which option or futures contracts relating to any of the indices or an index stock, are traded will not include any time when that market is itself closed for trading under ordinary circumstances. In contrast, a suspension or limitation of trading in an index stock or in option or futures contracts relating to any of the indices or an index stock, if available, in the primary market for that stock or those contracts, by reason of:


•	a price change exceeding limits set by that market, or

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•	an imbalance of orders relating to that index stock or those contracts, or

•	a disparity in bid and ask quotes relating to that index stock or those contracts,

will constitute a suspension or material limitation of trading in that stock or those contracts in that market.

As is the case throughout this prospectus supplement, references to an index in this description of market disruption events includes the applicable index and any successor index as it may be modified, replaced or adjusted from time to time.

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HYPOTHETICAL RETURNS ON YOUR NOTE

The following table, chart and examples are provided for purposes of illustration only. They should not be taken as an indication or prediction of future investment results and are intended merely to illustrate the impact that various hypothetical final basket levels on the determination date could have on the payment amount, assuming all other variables remain constant.

Any rate of return you may earn on an investment in the notes may be lower than that which you could earn on a comparable investment in the index stocks. Among other things, the return on the notes will not reflect any dividends that may be paid on the index stocks. Also, the hypothetical examples shown below do not take into account the effects of applicable taxes. Because of the U.S. tax treatment applicable to your note, tax liabilities could affect the after-tax rate of return on your note to a comparatively greater extent than the after-tax return on the index stocks.

We have assumed for the following table, chart and examples that the closing level of the indices on the determination date will be the same as they are on the stated maturity date. We have also assumed that the note is purchased on the original issue date and held until the stated maturity date and that no market disruption event has occurred. If you sell your note before the stated maturity date, your return will depend upon the market value of your note at the time of sale, which may be affected by a number of factors that are not reflected in the table below. For a discussion of some of these factors, see “Additional Risk Factors Specific to Your Note” above.

The following table, chart and examples are based on basket levels that are entirely hypothetical and do not take into account any taxes that you may owe as a result of owning your note; no one can predict what the market value of the indices will be on the determination date. The indices have been highly volatile – meaning that their levels have changed substantially in relatively short periods – in the past and their performance cannot be predicted for the future. The final basket level can appreciate or depreciate due to changes in both index levels.

Moreover, we have not yet set the initial index levels which will serve as the basis for determining the amount, if any, that we will pay on your note at maturity, and we will not do so until the trade date. As a result, the actual initial index levels may differ substantially from the current index levels. They may also differ substantially from the index levels at the time you purchase your note.

For these reasons, the actual performance of the indices over the life of the offered notes, as well as the amount payable at maturity, may bear little relation to the hypothetical examples shown below or to the historical levels of the indices shown elsewhere in this prospectus supplement. For information about the level of the indices during recent periods, see “The Indices — Historical Closing Levels of the Indices” below. Before investing in the offered notes, you should consult publicly available news sources to determine the level of the indices and the foreign exchange rates between the date of this preliminary prospectus supplement and your purchase of the offered notes.

The levels in the left column of the table represent hypothetical final basket levels and are expressed as percentages of the initial basket level, which has not yet been set. The hypothetical payment amounts are based on an assumed buffer of 87.25%, an assumed downside threshold of -12.75% and an assumed downside multiplier of 1.1461. The amounts in the right column represent the hypothetical payment amounts, based on the corresponding hypothetical final basket levels and are expressed as percentages of the face amount of a note.

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Hypothetical Final Basket			Hypothetical Payment Amount as
Level as Percentage of			Percentage of Face Amount on
Initial Basket Level			Stated Maturity Date

	200.00	%		200.00	%
	175.00	%		175.00	%
	150.00	%		150.00	%
	125.00	%		125.00	%
	100.00	%		100.00	%
	87.25	%		100.00	%
	75.00	%		85.96	%
	50.00	%		57.31	%
	25.00	%		28.65	%
	0.00	%		0.00	%

We have not yet set the buffer which will serve as the basis for determining the downsize threshold and the downside multiplier. For example, using a buffer of 87.25%, the basket level declines by more than 12.75% as determined on the determination date, then you will lose 1.1461multiplied by the percentage decrease in the basket level in excess of 12.75%. As a result, to the extent the basket level declines by more than 12.75%, the rate of decline in the amount you will be paid on your note on the stated maturity date will exceed the rate of decline of the basket level. If, for example, the final basket level were determined to be 50% of the initial basket level, the payment amount that we would pay at maturity would be 57.31% of the face amount of your note, as shown in the table above. As a result, if you purchased your note on the original issue date and held it to the stated maturity date, you would lose 42.69% of your investment.

The following chart also shows a graphical illustration of the hypothetical payment amounts (expressed as a percentage of the face amount of your note) that we would deliver to the holder of your note on the stated maturity date, if the final basket level (expressed as a percentage of the initial basket level) were any of the hypothetical levels shown on theX-Axis based on an assumed buffer of 87.25%, an assumed downside threshold of - -12.75% and an assumed downside multiplier of 1.1461. The chart shows that any hypothetical final basket level of less than 87.25% of the initial basket level (the section left of the 87.25% marker on theX-Axis) would result in a hypothetical payment amount of less than 100% of the face amount of your note (the section below the 100% marker on theY-Axis) and, accordingly, in a loss of principal to the holder of the note.

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The final basket level will be determined by the performance of each of the indices as determined on the determination date. The examples below demonstrate how these factors may affect the pre-tax payment amount that the holder of each offered note will receive on the stated maturity date, expressed as a percentage of the face amount and based on an assumed buffer of 87.25%, an assumed downside threshold of - -12.75% and an assumed downside multiplier of 1.1461.


Example I:	All five index returns are positive. The final basket level is greater than the initial basket level. The payment amount is greater than the face amount of your note.


			Russell		Dow Jones
	S&P 500^®		2000^®		Euro STOXX 50^®		FTSE^tm100		TOPIX^®
	Index		Index		Index		Index		Index

Initial index level		1,263.78		718.16		3,726.81		5,808.70		1,682.26
Initial weighted value		58.34		8.33		13.33		10.00		10.00
Final index level		1,400.00		800.00		4,000.00		7,000.00		2,000.00
Downside multiplier										114.61	%
Initial basket level										100.00
Final basket level										112.17
Basket return										12.17	%
Payment amount as percentage of face amount										112.17	%

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Example II:	The returns on the FTSE^TM 100 Index and the TOPIX^® Index are positive and the returns on the S&P 500^® Index, the Russell 2000^® Index and the Dow Jones Euro STOXX 50^® Index are negative. The final basket level is less than the initial basket level, but not by more than 12.75%. The payment amount is 100% of the face amount of your note.


					Dow Jones
			Russell		Euro STOXX
	S&P 500^®		2000^®		50^®		FTSE^TM100		TOPIX^®
	Index		Index		Index		Index		Index

Initial index level		1,263.78		718.16		3,726.81		5,808.70		1,682.26
Initial weighted value		58.34		8.33		13.33		10.00		10.00
Final index level		1,150.00		700.00		3,600.00		6,000.00		1,800.00
Downside multiplier										114.61	%
Initial basket level										100.00
Final basket level										95.11
Basket return										(4.89	)%
Payment amount as percentage of face amount										100.00	%


Example III:	All five index returns are negative. The final basket level is less than the initial basket level by more than 12.75%. The payment amount is 93.93% of the face amount of your note.


					Dow Jones
			Russell		Euro STOXX
	S&P 500^®		2000^®		50^®		FTSE^TM100		TOPIX^®
	Index		Index		Index		Index		Index

Initial index level		1,263.78		718.16		3,726.81		5,808.70		1,682.26
Initial weighted value		58.34		8.33		13.33		10.00		10.00
Final index level		1,000.00		600.00		3,400.00		5,200.00		1,300.00
Downside multiplier										114.61	%
Initial basket level										100.00
Final basket level										81.96
Basket return										(18.04	)%
Payment amount as percentage of face amount										93.93	%

Payments on this note are economically equivalent to the amounts that would be paid on a combination of other instruments. For example, payments on the note are economically equivalent to the amounts that would be paid on a combination of an interest-bearing bond and an option, in each case, bought by the holder (with an implicit option premium paid over time by the holder). The discussion in this paragraph does not modify or affect the terms of the note or the United States income tax treatment of the note as described under “Supplemental Discussion of Federal Income Tax Consequences” below.

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	We cannot predict the actual final basket level on the determination date or the market value of your note, nor can we predict the relationship between the basket level and the market value of your note at any time prior to the stated maturity date. The actual amount that a holder of the offered notes will receive at stated maturity and the rate of return on the offered notes will depend on the initial basket level, the initial weighted value for each index, the actual maturity date, the actual buffer and downside multiplier we set on the trade date and the actual final basket level determined by the calculation agent as described above. Moreover, the assumptions on which the hypothetical examples are based may turn out to be inaccurate. Consequently, the amount of cash to be paid in respect of your note on the stated maturity date may be very different from the information reflected in the table and hypothetical examples above.

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USE OF PROCEEDS AND HEDGING

We will use the net proceeds we receive from the sale of the offered notes for the purposes we describe in the accompanying prospectus under “Use of Proceeds”. We or our affiliates may also use those proceeds in transactions intended to hedge our obligations under the offered notes as described below.

In anticipation of the sale of the offered notes, we and/or our affiliates expect to enter into hedging transactions involving purchases of futures and/or other instruments linked to the indices and foreign currencies on or before the trade date. In addition, from time to time after we issue the offered notes, we and/or our affiliates expect to enter into additional hedging transactions and to unwind those we have entered into, in connection with the offered notes and perhaps in connection with other notes we issue, some of which may have returns linked to any one or more of the indices or index stocks or foreign currencies. Consequently, with regard to your note, from time to time, we and/or our affiliates:


•	expect to acquire or dispose of positions in listed or over-the-counter options, futures or other instruments linked to some or all of the indices or some or all index stocks or foreign currencies,

•	may take or dispose of positions in the securities of the index stock issuers themselves,

•	may take or dispose of positions in listed or over-the-counter options or other instruments based on indices designed to track the performance of the stock exchanges or other components of the equity markets, and/or

•	may take short positions in the index stocks or other securities of the kind described above —i.e., we and/or our affiliates may sell securities of the kind that we do not own or that we borrow for delivery to purchaser and/or

•	may acquire or dispose of U.S. dollars in foreign exchange transactions involving the Japanese yen, euro and British pound sterling.

We and/or our affiliates may acquire a long or short position in securities similar to your note from time to time and may, in our or their sole discretion, hold or resell those securities.

In the future, we and/or our affiliates expect to close out hedge positions relating to the offered notes and perhaps relating to other notes with returns linked to the indices, the index stocks or the foreign currencies. We expect these steps to involve sales of instruments linked to the indices and foreign currencies on or shortly before the determination date. These steps also may involve sales and/or purchases of some or all of the index stocks or listed or over-the-counter options, futures or other instruments linked to any one or more of the indices or the foreign currencies, some or all of the index stocks or indices designed to track the performance of the U.S., European and Japanese stock exchanges or other components of the U.S., European and Japanese equity markets.


	The hedging activity discussed above may adversely affect the market value of your note from time to time and the amount we will pay on your note at maturity. See “Additional Risk Factors Specific To Your Note — Trading And Other Transactions By Goldman Sachs In Instruments Linked To The Indices, The Currencies They Are Denominated In, Or The Index Stocks May Impair The Value Of Your Note” and “— Our Business Activities May Create Conflicts Of Interest Between You And Us” above for a discussion of these adverse effects.

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THE INDICES

We have derived all information regarding each of the five indices contained in this prospectus supplement from publicly available information, without independent verification. Each of the index sponsors owns the copyright and all rights to its applicable index. None of the index sponsors has an obligation to continue to publish, and may discontinue publication of, its applicable index. The consequences of any of the index sponsors discontinuing or modifying its applicable index are described in the section entitled “Specific Terms of Your Note — Discontinuance or Modification of the Indices” above. We are not incorporating by reference any of the websites included below nor any material they may include into this prospectus supplement, the accompanying prospectus, dated December 1, 2005, or the accompanying prospectus supplement, dated December 1, 2005.

S&P 500^® Index

The S&P 500^® Index, or S&P 500^®, includes a representative sample of 500 leading companies in leading industries of the U.S. economy. The history of the S&P 500^® dates back to 1923 when Standard & Poor’s introduced an index covering 233 companies. The S&P 500^® Index, as it is known today, was introduced in 1957 when it was expanded to include 500 companies. Additional information is available on the following website:http://www.standardandpoors.com. We are not incorporating by reference the website or any material it includes in this prospectus supplement.

Russell 2000^® Index

The Russell 2000^® Index is a capitalization-weighted index of 2,000 companies and is designed to track the performance of the small capitalization segment of the U.S. equity market. Additional information about the index is available on the following website:http://www.russell.com. We are not incorporating by reference the website or any material it includes in this prospectus supplement.

Dow Jones Euro STOXX 50^® Index

The Dow Jones Euro STOXX 50^® Index is a capitalization-weighted index of 50 European blue-chip stocks. The index was developed with a base value of 1,000 as of December 31, 1991. Additional information about the index is available on the following website:http://www.stoxx.com. We are not incorporating by reference the website or any material it includes in this prospectus supplement.

FTSE^tm 100 Index

The FTSE^tm 100 Index is a capitalization-weighted index of the 100 most highly capitalized companies traded on the London Stock Exchange. The index was developed with a base level of 1,000 as of January 3, 1984. Additional information about the index is available on the following website:http://www.ftse.com. We are not incorporating by reference the website or any material it includes in this prospectus supplement.

TOPIX^® Index

The TOPIX^® Index, also known as the Tokyo Price Index, is a capitalization weighted index of all the companies listed on the First Section of the Tokyo Stock Exchange, Inc. (TSE). Domestic stocks admitted to the TSE are assigned either to the First Section or the Second Section. Stocks listed in the First Section, which number approximately 1,500, are among the most actively traded stocks on the TSE. The index is supplemented by the subindices of the 33 industry sectors and developed with a base index value of 100 as of January 4, 1968. The index calculation excludes temporary issues and preferred stocks. Additional information about the index is available on the following website:http://www.tse.or.jp/english/topix/topix/index.html. We are not incorporating by reference the website or any material it includes in this prospectus supplement.

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Historical Closing Levels of the Indices

The respective closing levels of the indices have fluctuated in the past and may, in the future, experience significant fluctuations. Any historical upward or downward trend in the closing level of any of the indices during any period shown below is not an indication that the indices are more or less likely to increase or decrease at any time during the life of your note. You should not take the historical levels of the indices as an indication of future performance. We cannot give you any assurance that the future performance of the indices or the index stocks will result in you receiving an amount greater than the outstanding face amount of your note on the stated maturity date. Neither we nor any of our affiliates make any representation to you as to the performance of the indices.

Before investing in the offered notes, you should consult publicly available news sources to determine the relevant index levels between the date of this prospectus supplement and the date of your purchase of the offered notes. The actual initial basket level, which will serve as the baseline for determining the basket return may differ substantially from the basket level on the date of this prospectus supplement (and may also differ from the level on the trade date). The actual performance of the indices over the life of the offered notes, as well as the amount payable at maturity may bear little relation to the historical levels shown below

The tables below show the high, low and final closing levels of each index for each of the four calendar quarters in 2004, 2005 and the first quarter of 2006, through February 9, 2006. We obtained the closing levels listed in the three tables below from Bloomberg Financial Services, without independent verification.

Quarterly High, Low and Closing Levels of the S&P 500^® Index


		High		Low		Close

2004
	Quarter ended March 31		1,157.76		1,091.33		1,126.21
	Quarter ended June 30		1,150.57		1,084.10		1,140.84
	Quarter ended September 30		1,129.30		1,063.23		1,114.58
	Quarter ended December 31		1,213.55		1,094.81		1,211.92
2005
	Quarter ended March 31		1,225.31		1,163.75		1,180.59
	Quarter ended June 30		1,216.96		1,137.50		1,191.33
	Quarter ended September 30		1,245.04		1,194.44		1,228.81
	Quarter ended December 31		1,272.74		1,176.84		1,248.29
2006
	Quarter ending March 31 (through February 9, 2006)		1,294.18		1,254.78		1,263.78
	Closing level of the index on February 9, 2006						1,263.78

S-31

Quarterly High, Low and Closing Levels of the Russell 2000^® Index


		High		Low		Close

2004
	Quarter ended March 31		601.50		557.63		590.31
	Quarter ended June 30		606.39		535.34		591.52
	Quarter ended September 30		582.72		517.10		572.94
	Quarter ended December 31		654.57		564.88		651.57
2005
	Quarter ended March 31		644.95		604.53		615.07
	Quarter ended June 30		644.19		575.02		639.66
	Quarter ended September 30		688.51		643.04		667.80
	Quarter ended December 31		690.57		621.57		673.22
2006
	Quarter ending March 31 (through February 9, 2006)		735.48		684.05		718.16
	Closing level of the index on February 9, 2006						718.16

Quarterly High, Low and Closing Levels of the FTSE^tm 100 Index


		High		Low		Close

2004
	Quarter ended March 31		4,559.10		4,309.40		4,385.70
	Quarter ended June 30		4,575.70		4,395.20		4,464.10
	Quarter ended September 30		4,608.40		4,287.00		4,570.80
	Quarter ended December 31		4,820.10		4,564.50		4,814.30
2005
	Quarter ended March 31		5,060.80		4,783.60		4,894.40
	Quarter ended June 30		5,114.40		4,789.40		5,113.20
	Quarter ended September 30		5,494.80		5,158.30		5,477.70
	Quarter ended December 31		5,638.30		5,142.10		5,618.80
2006
	Quarter ending March 31 (through February 9, 2006)		5,808.70		5,633.80		5,808.70
	Closing level of the index on February 9, 2006						5,808.70

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Quarterly High, Low and Closing Levels of the Dow Jones Euro STOXX 50^® Index


		High		Low		Close

2004
	Quarter ended March 31		2,959.71		2,702.05		2,787.49
	Quarter ended June 30		2,905.88		2,659.85		2,811.08
	Quarter ended September 30		2,806.62		2,580.04		2,726.30
	Quarter ended December 31		2,955.11		2,734.37		2,951.24
2005
	Quarter ended March 31		3,114.54		2,924.01		3,055.73
	Quarter ended June 30		3,190.80		2,930.10		3,181.54
	Quarter ended September 30		3,429.42		3,170.06		3,428.51
	Quarter ended December 31		3,616.33		3,241.14		3,578.93
2006
	Quarter ending March 31 (through February 9, 2006)		3,728.34		3,532.68		3,726.81
	Closing level of the index on February 9, 2006						3,726.81

Quarterly High, Low and Closing Levels of the TOPIX^® Index


		High		Low		Close

2004
	Quarter ended March 31		1,179.23		1,022.61		1,179.23
	Quarter ended June 30		1,217.87		1,053.77		1,189.60
	Quarter ended September 30		1,188.42		1,084.64		1,102.11
	Quarter ended December 31		1,149.63		1,073.20		1,149.63
2005
	Quarter ended March 31		1,203.26		1,132.18		1,182.18
	Quarter ended June 30		1,201.30		1,109.19		1,177.20
	Quarter ended September 30		1,428.13		1,177.61		1,412.28
	Quarter ended December 31		1,663.75		1,371.37		1,649.76
2006
	Quarter ending March 31 (through February 9, 2006)		1,713.47		1,574.67		1,682.26
	Closing level of the index on February 9, 2006						1,682.26

License Agreements

We, or Goldman, Sachs & Co., have entered or expect to enter into non-exclusive license agreements with each of the sponsors of the S&P 500^® Index, the Russell 2000^® Index, the Dow Jones Euro STOXX 50^® Index, the FTSE^tm 100 Index and the TOPIX^® Index, whereby we and our affiliates, in exchange for a fee, will be permitted to use the indices in connection with the offer and sale of the offered notes. We are not affiliated with any of the index sponsors; the only relationship between any of the index sponsors and us is the licensing of the use of such index and trademarks relating to such index.

Neither The Goldman Sachs Group, Inc. nor any of its affiliates accepts any responsibility for the calculation, maintenance

S-33

or publication of the indices or any successor indices.

License Agreement for the S&P 500^®Index

Standard & Poor’s and Goldman, Sachs & Co. have entered into a non-transferable, non-exclusive license agreement granting Goldman, Sachs & Co. and its affiliates, in exchange for a fee, the right to use the index in connection with the issuance of certain securities, including the offered notes. The Goldman Sachs Group, Inc. is also a party to the license agreement.

The offered notes are not sponsored, endorsed, sold or promoted by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. Standard & Poor’s makes no representation or warranty, express or implied, to the owners of the offered notes or any member of the public regarding the advisability of investing in securities generally or in the offered notes particularly or the ability of the index to track general stock market performance. Standard & Poor’s only relationship to Goldman Sachs (other than transactions entered into in the ordinary course of business) is the licensing of certain trademarks and trade names of Standard & Poor’s and of the use of the index which is determined, composed and calculated by Standard & Poor’s without regard to Goldman Sachs or the offered notes. Standard & Poor’s has no obligation to take the needs of Goldman Sachs or the owners of the offered notes into consideration in determining, composing or calculating the index. Standard & Poor’s is not responsible for and has not participated in the determination of the timing of, prices at or quantities of the offered notes to be issued or in the determination or calculation of the equation by which the offered notes are to be exchanged into cash. Standard & Poor’s has no obligation or liability in connection with the administration, marketing or trading of the offered notes.

STANDARD & POOR’S DOES NOT GUARANTEE THE ACCURACY AND/ OR COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN AND STANDARD & POOR’S SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN. STANDARD & POOR’S MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY GOLDMAN SACHS, OWNERS OF THE OFFERED NOTES OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN. STANDARD & POOR’S MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL STANDARD & POOR’S HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

All disclosures contained in this prospectus supplement regarding the index, including its make-up, method of calculation and changes in its components, are derived from publicly available information prepared by Standard & Poor’s. Goldman Sachs does not assume any responsibility for the accuracy or completeness of that information.

License Agreement for the Russell 2000^® Index

Goldman Sachs & Co. has entered into a non-transferable, non-exclusive license agreement with Frank Russell Company granting Goldman, Sachs & Co. and its affiliates, in exchange for a fee, the right to use the Russell 2000^® index in connection with the issuance of certain securities, including the offered notes. The Goldman Sachs Group, Inc. is also a party to the license agreement.

The offered notes are not sponsored, endorsed, sold or promoted by the Frank Russell Company. The Frank Russell Company makes no representation or warranty, express or implied, to the owners of the offered notes or any member of the public regarding the advisability of investing in securities generally or in the offered notes

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particularly or the ability of the Russell 2000^® Index to track general stock market performance or a segment of the same. The Frank Russell Company’s publication of the Russell 2000 Index in no way suggests or implies an opinion by the Frank Russell Company as to the advisability of investment in any or all of the securities upon which the Russell 2000^® Index is based. The Frank Russell Company’s only relationship to Goldman Sachs is the licensing of certain trademarks, and trade names of the Frank Russell Company and of the Russell 2000^® Index which is determined, composed and calculated by the Frank Russell Company without regard to Goldman Sachs or the offered notes. The Frank Russell Company is not responsible for and has not reviewed the offered notes or any associated literature or publications and the Frank Russell Company makes no representation or warranty express or implied as to their accuracy or completeness otherwise. The Frank Russell Company reserves the right, at any time and without notice, to alter, amend, terminate or in any way change the Russell 2000^® Index. The Frank Russell Company has no obligation or liability in connection with the administration, marketing or trading of the offered notes.

THE FRANK RUSSELL COMPANY DOES NOT GUARANTEE THE ACCURACY AND/ OR THE COMPLETENESS OF THE RUSSELL 2000^® INDEX OR ANY DATA INCLUDED THEREIN AND THE FRANK RUSSELL COMPANY SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN. THE FRANK RUSSELL COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY GOLDMAN SACHS, INVESTORS, OWNERS OF THE NOTES OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE RUSSELL 2000^®INDEX OR ANY DATA INCLUDED THEREIN. THE FRANK RUSSELL COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE RUSSELL 2000^® INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE FRANK RUSSELL COMPANY HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

All disclosures contained in this prospectus supplement regarding the Russell 2000^® Index, including its make-up, method of calculation and changes in its components, are derived from publicly available information prepared by the Frank Russell Company. Goldman Sachs does not assume any responsibility for the accuracy or completeness of that information.

License Agreement for the Dow Jones Euro STOXX 50^® Index

The Dow Jones Euro STOXX 50^® Index is owned and published by STOXX. The license agreement between STOXX and Goldman, Sachs & Co. provides that the following language must be set forth in this prospectus supplement: The notes are not sponsored, endorsed, sold or promoted by STOXX LIMITED (“STOXX”) or DOW JONES & COMPANY, INC. (“DOW JONES”). Neither STOXX nor DOW JONES makes any representation or warranty, express or implied, to the owners of the notes or any member of the public regarding the advisability of investing in securities generally or in the notes particularly. The only relationship of STOXX to the licensee is as the licensor of the Euro STOXX 50^tm Index and of certain trademarks, trade names and service marks of STOXX, and as the sublicensor of the DOW JONES INDEXES^sm and of certain trademarks, trade names and service marks of DOW JONES. The aforementioned indexes are determined, composed and calculated by STOXX or DOW JONES, as the case may be, without regard to the Licensee or Product(s). Neither STOXX nor DOW JONES is responsible for or has participated in the determination of the timing of, prices at or quantities of the notes to be issued or in the determination or calculation of the equation by which the notes are to be converted into cash. Neither STOXX nor DOW JONES has any obligation or liability

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in connection with the administration, marketing or trading of the notes.

NEITHER STOXX NOR DOW JONES GUARANTEES THE ACCURACY AND/ OR THE COMPLETENESS OF THE INDEXES OR ANY DATA INCLUDED THEREIN, AND NEITHER SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN. NEITHER STOXX NOR DOW JONES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE LICENSEE, OWNERS OF THE NOTES OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER STOXX NOR DOW JONES MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEXES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL EITHER STOXX OR DOW JONES HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN STOXX AND THE LICENSEE OTHER THAN LICENSEE’S AFFILIATES.

License Agreement of the FTSE™ 100 Index

The FTSE™ 100 Index is calculated by FTSE™. The license agreement between FTSE International Limited and Goldman Sachs provides that the following language must be set forth in the prospectus supplement: The notes are not in any way sponsored, endorsed, sold or promoted by FTSE International Limited (“FTSE”) or by the London Stock Exchange Plc (the “Exchange”) or by the Financial Times Limited (“FT”) and neither FTSE™ nor Exchange nor FT makes any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the FTSE™ 100 Index (the “Index”) and/or the figure at which the Index stands at any particular time on any particular day or otherwise. The Index is compiled and calculated by FTSE™. However, neither FTSE™ nor Exchange nor FT shall be liable (whether in negligence or otherwise) to any person for any error in the Index and neither FTSE™ nor Exchange nor FT shall be under any obligation to advise any person or any error therein.

“FTSE^tm” and “Footsie^®” are trademarks of the London Stock Exchange PLC and The Financial Times Ltd. and are used by FTSE International Ltd. under license.

License Agreement for the TOPIX^®Index

We expect to enter into a non-exclusive license agreement with TSE, whereby Goldman Sachs, in exchange for a fee, will be permitted to use the index in connection with the offer and sale of the offered notes. We are not affiliated with TSE; the only relationship between TSE and Goldman Sachs is the licensing of the use of the index and trademarks relating to the index.

TSE is under no obligation to continue the calculation and dissemination of the index. The offered notes are not sponsored, endorsed or promoted by TSE. No inference should be drawn from the information contained in this prospectus supplement that TSE makes any representation or warranty, implied or express, to The Goldman Sachs Group, Inc., any holder of the offered notes or any member of the public regarding the advisability of investing in securities generally or in the offered notes in particular or the ability of the index to track general stock market performance.

TSE determines, composes and calculates the index without regard to your note. TSE has no obligation to take into account your interest, or that of anyone else having an interest, in your note in determining, composing or calculating the index. TSE is not responsible for and has not participated in the determination of the terms, prices or amount of your note and will not be responsible for or participate in any determination or calculation regarding the principal amount of your note payable at the

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stated maturity date. TSE has no obligation or liability in connection with the administration, marketing or trading of your note.

Neither The Goldman Sachs Group, Inc. nor any of its affiliates accepts any responsibility for the calculation, maintenance or publication of the index or any successor index. TSE disclaims all responsibility for any errors or omissions in the calculation and dissemination of the index or the manner in which the index is applied in determining any initial index level or final index level or any amount payable upon maturity of the offered notes.

THE TOPIX^® INDEX VALUE AND THE TOPIX TRADEMARKS ARE SUBJECT TO THE INTELLECTUAL PROPERTY RIGHTS OWNED BY THE TOKYO STOCK EXCHANGE, INC. AND THE TOKYO STOCK EXCHANGE, INC. OWNS ALL RIGHTS RELATING TO THE TOPIX^® INDEX SUCH AS CALCULATION, PUBLICATION AND USE OF THE TOPIX^® INDEX VALUE AND RELATING TO THE TOPIX TRADEMARKS.

THE TOKYO STOCK EXCHANGE, INC. SHALL RESERVE THE RIGHTS TO CHANGE THE METHODS OF CALCULATION OR PUBLICATION, TO CEASE THE CALCULATION OR PUBLICATION OF THE TOPIX^® INDEX VALUE OR TO CHANGE THE TOPIX TRADEMARKS OR CEASE THE USE THEREOF.

THE TOKYO STOCK EXCHANGE, INC. MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER, EITHER AS TO THE RESULTS STEMMED FROM THE USE OF THE TOPIX^® INDEX VALUE AND THE TOPIX TRADEMARKS OR AS TO THE FIGURE AT WHICH THE TOPIX^® INDEX VALUE STANDS ON ANY PARTICULAR DAY.

THE TOKYO STOCK EXCHANGE, INC. GIVES NO ASSURANCE REGARDING ACCURACY OR COMPLETENESS OF THE TOPIX^® INDEX VALUE AND DATA CONTAINED THEREIN. FURTHER, THE TOKYO STOCK EXCHANGE, INC. SHALL NOT BE LIABLE FOR THE MISCALCULATION, INCORRECT PUBLICATION, DELAYED OR INTERRUPTED PUBLICATION OF THE TOPIX^® INDEX VALUE.

THE NOTES ARE NOT IN ANY WAY SPONSORED, ENDORSED OR PROMOTED BY THE TOKYO STOCK EXCHANGE, INC.

THE TOKYO STOCK EXCHANGE, INC. SHALL NOT BEAR ANY OBLIGATION TO GIVE AN EXPLANATION OF THE NOTES OR AN ADVISE ON INVESTMENTS TO ANY PURCHASER OF THE NOTES OR TO THE PUBLIC.

THE TOKYO STOCK EXCHANGE, INC. NEITHER SELECTS SPECIFIC STOCKS OR GROUPS THEREOF NOR TAKES INTO ACCOUNT ANY NEEDS OF THE ISSUING COMPANY OR ANY PURCHASER OF THE NOTES, FOR CALCULATION OF THE TOPIX^® INDEX VALUE.

INCLUDING BUT NOT LIMITED TO THE FOREGOING, THE TOKYO STOCK EXCHANGE, INC. SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THE ISSUE AND SALE OF THE NOTES.

All disclosures contained in this prospectus supplement regarding the index, including its make-up, method of calculation and changes in its components, are derived from publicly available information prepared by TSE. Goldman Sachs does not assume any responsibility for the accuracy or completeness of that information.

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SUPPLEMENTAL DISCUSSION OF FEDERAL INCOME TAX CONSEQUENCES

The following section supplements the discussion of U.S. Federal income taxation in the accompanying prospectus with respect to United States holders and United States alien holders. It applies only to those United States holders who are not excluded from the discussion of U.S. federal income taxation in the accompanying prospectus.

The following section is the opinion of Sullivan & Cromwell LLP, counsel to The Goldman Sachs Group, Inc. In addition, it is the opinion of Sullivan & Cromwell LLP that the characterization of the note for U.S. federal income tax purposes that will be required under the terms of the note, as discussed below, is a reasonable interpretation of current law. No statutory, judicial or administrative authority directly discusses how your note should be treated for U.S. federal income tax purposes. AS A RESULT, THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF YOUR INVESTMENT IN YOUR NOTE ARE UNCERTAIN. BECAUSE OF THE UNCERTAINTY, YOU SHOULD CONSULT YOUR TAX ADVISOR IN DETERMINING THE U.S. FEDERAL INCOME TAX AND OTHER TAX CONSEQUENCES OF YOUR INVESTMENT IN THE NOTE, INCLUDING THE APPLICATION OF STATE, LOCAL OR OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.

United States Holders

General

If you are a United States holder, you will be obligated pursuant to the terms of the note — in the absence of an administrative determination or judicial ruling to the contrary — to characterize your note for all tax purposes as aprepaid-forward contract on the indices at the stated maturity date, for which payment was made on the issue date.

If your note is characterized as described above, your tax basis in your note generally would equal your cost for your note. Upon the sale or exchange of your note, you would recognize gain or loss equal to the difference between the amount realized on the sale or exchange and your tax basis in your note. The gain or loss generally would be long term capital gain if your holding period for your note is greater than one year and short term capital gain if your holding period is one year or less. If you do not sell or exchange your note before the maturity date, you would generally recognize long-term capital gain or loss equal to the difference between the amount of cash received at maturity and your tax basis in the note.

There is no judicial or administrative authority discussing how your note should be treated for U.S. federal income tax purposes. Therefore, the Internal Revenue Service might assert that treatment other than that described above is more appropriate. In particular, the Internal Revenue Service could treat your note as a single debt instrument subject to special rules governing contingent payment obligations. Under those rules, the amount of interest you are required to take into account for each accrual period would be determined by constructing a projected payment schedule for the note and applying rules similar to those for accruing original issue discount on a hypothetical noncontingent debt instrument with that projected payment schedule. This method is applied by first determining the comparable yield —i.e., the yield at which we would issue a noncontingent fixed rate debt instrument with terms and conditions similar to your note — and then determining payment schedule as of the issue date that would produce the comparable yield. These rules may have the effect of requiring you to include interest in income in respect of your note prior to your receipt of cash attributable to that income.

If the rules governing contingent payment obligations apply, you would recognize gain or loss upon the sale or maturity of your note in an amount equal to the difference, if any, between the amount you receive at that time and your adjusted

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basis in your note. In general, if you purchase your note on the original issue date, your adjusted basis in your note will equal the amount you paid for your note, increased by the amount of interest you previously accrued with respect to your note, in accordance with the comparable yield and the projected payment schedule for your note.

If the rules governing contingent payment obligations apply, any gain you recognize upon the sale or maturity of your note would be ordinary interest income. Any loss you recognize at that time would be treated as ordinary loss to the extent of interest you included as income in the current or previous taxable years in respect of your note, and, thereafter, as capital loss.

It is possible that the Internal Revenue Service could seek to characterize your note in a manner that results in tax consequences to you different from those described above. You should consult your tax advisor as to possible alternative characterizations of your note for U.S. federal income tax purposes.

United States Alien Holders

If you are a United States alien holder whose ownership of a note is not effectively connected with a United States trade or business, under present United States federal income and estate tax law and subject to the discussion of backup withholding below, no deduction for any United States federal withholding tax would be made from any gain that you realize or amount that you receive on the sale, exchange or other disposition of your note.

If you are an individual who at death is not a citizen or resident of the United States, the fair market value of any notes held by you at the time of your death may be included in your gross estate for United States federal estate tax purposes, unless an applicable estate tax treaty provides otherwise. Individual United States alien holders should consult their own tax advisors concerning the United States tax consequences, if any, of investing in the notes.

Backup Withholding and Information Reporting

Please see the discussion under “United States Taxation — Taxation of Debt Securities — Backup Withholding and Information Reporting — United States Holders” in the accompanying prospectus for a description of the applicability of the backup withholding and information reporting rules to payments made on your note.

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EMPLOYEE RETIREMENT INCOME SECURITY ACT

This section is only relevant to you if you are an insurance company or the fiduciary of a pension plan or an employee benefit plan (including a governmental plan, an IRA or a Keogh Plan) proposing to invest in the offered notes.

The Employee Retirement Income Security Act of 1974, as amended, which we call “ERISA” and the Internal Revenue Code of 1986, as amended, prohibit certain transactions involving the assets of an employee benefit plan and certain persons who are “parties in interest” (within the meaning of ERISA) or “disqualified persons” (within the meaning of the Internal Revenue Code) with respect to the plan; governmental plans may be subject to similar prohibitions. Therefore, a plan fiduciary considering purchasing notes should consider whether the purchase or holding of such instruments might constitute a prohibited transaction”.

The Goldman Sachs Group, Inc. and certain of its affiliates each may be considered a “party in interest” or a “disqualified person” with respect to many employee benefit plans by reason of, for example, The Goldman Sachs Group, Inc. (or its affiliate) providing services to such plans. Prohibited transactions within the meaning of ERISA or the Internal Revenue Code may arise, for example, if notes are acquired by or with the assets of a pension or other employee benefit plan that is subject to the fiduciary responsibility provisions of ERISA or Section 4975 of the Internal Revenue Code (including individual retirement accounts and other plans described in Section 4975(e)(1) of the Internal Revenue Code), which we call collectively “Plans”, and with respect to which The Goldman Sachs Group, Inc. or any of its affiliates is a “party in interest” or a “disqualified person”, unless those notes are acquired under an exemption for transactions effected on behalf of that Plan by a “qualified professional asset manager” or an “in-house asset manager”, for transactions involving insurance company general accounts, for transactions involving insurance company pooled separate accounts, for transactions involving bank collective investment funds, or under another available exemption. The assets of a Plan may include assets held in the general account of an insurance company that are deemed to be “plan assets” under ERISA. The person making the decision on behalf of a Plan or a governmental plan shall be deemed, on behalf of itself and the Plan, by purchasing and holding the offered notes, or exercising any rights related thereto, to represent that (a) such purchase, holding and exercise of the offered notes will not result in a non-exempt prohibited transaction under ERISA or the Internal Revenue Code (or, with respect to a governmental plan, under any similar applicable law or regulation) and (b) neither The Goldman Sachs Group, Inc. nor any of its affiliates is a “fiduciary” (within the meaning of Section 3(21) of ERISA) with respect to the purchaser or holder in connection with such person’s acquisition, disposition or holding of the offered notes, or any exercise related thereto or as a result of any exercise by The Goldman Sachs Group, Inc. or any of its affiliates of any rights in connection with the offered notes, and no advice provided by The Goldman Sachs Group, Inc. or any of its affiliates has formed a primary basis for any investment decision by or on behalf of such purchaser or holder in connection with the offered notes and the transactions contemplated with respect to the offered notes.


	If you are an insurance company or the fiduciary of a pension plan or an employee benefit plan, and propose to invest in the offered notes, you should consult your legal counsel.

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SUPPLEMENTAL PLAN OF DISTRIBUTION

The Goldman Sachs Group, Inc. has agreed to sell to Goldman, Sachs & Co., and Goldman, Sachs & Co. has agreed to purchase from The Goldman Sachs Group, Inc., the aggregate face amount of the offered notes specified on the front cover of this prospectus supplement. Goldman, Sachs & Co. intends to resell the offered notes at the original issue price.

In the future, Goldman, Sachs & Co. or other affiliates of The Goldman Sachs Group, Inc. may repurchase and resell the offered notes in market making transactions, with resales being made at prices related to prevailing market prices at the time of resale or at negotiated prices. The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses, excluding underwriting discounts and commissions, will be approximately $ . For more information about the plan of distribution and possible market-making activities, see “Plan of Distribution” in the accompanying prospectus.

S-41

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

TABLE OF CONTENTS

Prospectus Supplement


	Page

Summary Information		S-2
Additional Risk Factors Specific to Your Note		S-10
Specific Terms of Your Note		S-17
Hypothetical Returns on Your Note		S-24
Use of Proceeds and Hedging		S-29
The Indices		S-30
Supplemental Discussion of Federal Income Tax Consequences		S-38
Employee Retirement Income Security Act		S-40
Supplemental Plan of Distribution		S-41
Prospectus Supplement dated December 1, 2005

Use of Proceeds		S-2
Description of Notes We May Offer		S-3
United States Taxation		S-20
Employee Retirement Income Security Act		S-20
Supplemental Plan of Distribution		S-20
Validity of the Notes		S-22

Prospectus dated December 1, 2005

Available Information		2
Prospectus Summary		4
Use of Proceeds		8
Description of Debt Securities We May Offer		9
Description of Warrants We May Offer		31
Description of Purchase Contracts We May Offer		48
Description of Units We May Offer		53
Description of Preferred Stock We May Offer		58
The Issuer Trusts		66
Description of Capital Securities and Related Instruments		69
Description of Capital Stock of The Goldman Sachs Group, Inc.		93
Legal Ownership and Book-Entry Issuance		98
Considerations Relating to Securities Issued in Bearer Form		104
Considerations Relating to Indexed Securities		109
Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dollar Currency		112
Considerations Relating to Capital Securities		115
United States Taxation		118
Plan of Distribution		142
Employee Retirement Income Security Act		145
Validity of the Securities		145
Experts		145
Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995		146

The Goldman Sachs

Group, Inc.

Basket Linked Notes

due

(Linked to a Basket of the S&P 500^® Index,

the Russell 2000^® Index, the Dow Jones

Euro STOXX 50^® Index, the FTSE^tm 100 Index

and the TOPIX^® Index)

Medium-Term Notes, Series B

Goldman, Sachs & Co.

The Goldman Sachs Group, Inc. (GS) 424B3Prospectus supplement