The Goldman Sachs Group, Inc. (GS) 424B3 Prospectus supplement

Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-130074

Prospectus Supplement to the Prospectus dated December 1, 2005
and the Prospectus Supplement dated December 1, 2005 — No. 596

The Goldman Sachs Group, Inc.

Medium-Term Notes, Series B

$40,000,000

Floating Rate Excess Return Index-Linked Notes due October 2007

(Linked to the Dow Jones-AIG Commodity Index^SM)

     The return on your note is linked to the performance of the Dow Jones-AIG Commodity Index^SM. The stated maturity date is October 31, 2007, unless extended due to market disruption or non-business days. Unless your note is redeemed, on the stated maturity date we will pay you an amount in cash, which will never be less than zero, equal to:

• the face amount of your note,plus

• the final commodity amount, which will equal the face amount of your notemultipliedby 3.0timesthe percentage increase or decrease, if any, in the index from the initial index level of 161.343 to the final index level (the closing level on the determination date, which will be the fifth business day prior to the stated maturity date, unless extended due to market disruption or non-business days),minus

• the final fee amount, which will equal the face amount of your notemultipliedby 3.0timesa fee percentage of 0.23%timesthequotientof the final fee daysdividedby 365.

     Your note will be automatically redeemed in whole if the closing level of the index is at or below 141.982 (88% of the initial index level) on any trading day prior to the determination date, which we refer to as an index event. In addition, you may elect, at any time prior to the determination date, to have us redeem the note in whole, but only if you own 100% of the outstanding face amount of the notes issued to you on the original issue date.

     If an index event has occurred or you have elected early redemption, on the early maturity date, which will be the fifth business day after the early determination date described below (and in lieu of any amounts payable on the stated maturity date), we will pay you an amount in cash, which will never be less than zero, equal to:

• the face amount of your note,plus

• the early commodity amount, which will equal the face amount of your notemultipliedby 3.0timesthe percentage increase or decrease, if any, in the index from the initial index level to the early index level (the closing level on the early determination date, which will be the trading day after you elect early redemption or an index event occurs, as applicable, unless extended due to market disruption), with the result reduced by the commodity discount factor described on page S-3,minus

• the early fee amount, which will equal the face amount of your notemultipliedby 3.0timesa fee percentage of 0.23%timesthequotientof the early fee daysdividedby 365.

     In addition to the amount payable, if any, on the stated maturity date or the early maturity date, as applicable, we will pay interest on your note quarterly on December 29, 2006, March 30, 2007, June 29, 2007 and the stated maturity date, unless your note is redeemed, in which case we will make the last interest payment (which will be discounted by the fixed income discount factor described on page S-3) on the early maturity date and will not pay interest on any date that is subsequent to the early maturity date. The interest rate for each interest period will be the rate per annum for three-month (or a shorter length, interpolated in the manner described below) USD LIBORminus0.16% (subject to a minimum of 0.00%), reset quarterly, in the manner described below.

     You could lose all or a substantial portion of your investment in your note.Because the return on the index could be negative, the amount payable on your note on the stated maturity date or the early maturity date, as applicable, could be substantially less than the face amount and could be zero. The amount you may receive will depend on the level of the index on the determination date or the early determination date, as applicable, relative to the initial index level, even if the level is higher at other times during the life of your note.

     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 offered notes found in “Summary Information” on page S-2 and “Specific Terms of Your Note” on page S-12.

     Your investment in the notes involves a number of risks. We encourage you to read “Additional Risk Factors Specific To Your Note” on page S-5 so that you may better understand those risks.

Original issue date (settlement date):September 20, 2006
Original issue price:100% of the face amount
Underwriting discount:0.10% of the face amount
Net proceeds to the issuer:99.90% 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 offered 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 September 13, 2006.

     “Dow Jones”, “AIG^®”, “Dow Jones-AIG Commodity Index” and “DJ-AIGCI^SM” are service marks of Dow Jones & Company, Inc. (“Dow Jones”) and American International Group, Inc. (“American International Group”), as the case may be, and have been licensed for use for certain purposes by The Goldman Sachs Group, Inc. The notes linked to the DJ-AIGCI^SM are not sponsored, endorsed, sold, or promoted by Dow Jones, AIG International Inc. (“AIGI”), American International Group, or any of their respective subsidiaries or affiliates, and none of Dow Jones, AIGI, American International Group, or any of their respective subsidiaries or affiliates, makes any representation regarding the advisability of investing in such 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-12. 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.

Index:Dow Jones-AIG Commodity Index^SM (Bloomberg: “DJAIG”)

Index sponsor:Dow Jones, and any successor sponsor

Face amount:each note will have a face amount equal to $1,000; $40,000,000 in the aggregate for all the offered notes

Interest rate basis:USD LIBOR, as determined by the calculation agent in the manner described under “Specific Terms of Your Note — Interest Payment” on page S-15

Spread:–16 basis points

Initial base rate:5.39% per annum

Minimum rate:0.00%

Base rate:the base rate defined under “Specific Terms of Your Note — Interest Payment — Base Rate” on page S-15

Interest rate:the greater of (1) the base rateplus the spread and (2) the minimum rate

Interest reset dates:December 29, 2006, March 30, 2007 and June 29, 2007 (in each case, subject to adjustment for non-business days)

Interest payment dates:December 29, 2006, March 30, 2007, June 29, 2007 and the stated maturity date; however, any such date that is subsequent to the early maturity date will not be an interest payment date, and the early maturity date shall instead be the last interest payment date (in each case, subject to adjustment for non-business days)

Interest period:the period from (and including) the settlement date, or the last date to which interest has been paid or made available for payment, to (but excluding) the immediately following interest payment date or the stated maturity date, as applicable

Amount payable on your note:

• in addition to the interest payment, if any, we will pay you an amount in cash, if any, on the stated maturity date, equal to the greater of (1) zero and (2) theresultof (a) the outstanding face amount of your noteplus(b) the final commodity amount (which may be negative)minus(c) the final fee amount, unless an index event has occurred or an early redemption has been designated; no amount will be paid on any other date, and

• if an index event has occurred or an early redemption has been designated, in addition to the interest payment, if any, we will pay you an amount in cash, if any, on the early maturity date, equal to the greater of (1) zero and (2) theresultof (a) the outstanding face amount of your noteplus (b) the early commodity amount (which may be negative)minus (c) the early fee amount; no amount will be paid on the stated maturity date or any other date in such event

Final commodity amount:theproductof (1) the outstanding face amount of the notetimes(2) 3.0times(3) the index return

Final fee amount:theproductof (1) the outstanding face amount of the notetimes(2) 3.0times (3) 0.23%times(4) thequotientof (a) the final fee daysdividedby (b) 365

Early commodity amount:theproductof (1) the commodity discount factortimes(2) the outstanding face amount of the notetimes(3) 3.0times(4) the early index return

Early fee amount:theproductof (1) the outstanding face amount of the notetimes

S-2

(2) 3.0times(3) 0.23%times(4) thequotientof (a) the early fee daysdividedby (b) 365

Initial index level:161.343

Final index level:the closing level of the index on the determination date, except in the limited circumstances described under “Specific Terms of Your Note — Consequences of a Market Disruption Event” on page S-14 and subject to adjustment as provided under “— Discontinuance or Modification of the Index” on page S-14

Early index level:the closing level of the index on the early determination date, except in the limited circumstances described under “Specific Terms of Your Note — Consequences of a Market Disruption Event” on page S-14 and subject to adjustment as provided under “— Discontinuance or Modification of the Index” on page S-14

Index return:theresultof (1) the final index levelminusthe initial index leveldividedby (2) the initial index level

Early index return:theresultof (1) the early index levelminusthe initial index leveldivided by (2) the initial index level

Final fee days:the number of days from (but excluding) the trade date up to (and including) the determination date

Early fee days:the number of days from (but excluding) the trade date up to (and including) the early determination date

Commodity days remaining:the number of days from (but excluding) the early maturity date up to (and including) October 31, 2007

Fixed income days remaining:the number of days from (but excluding) the early maturity date up to (and including) the earlier of (1) the interest reset date immediately following the early maturity date and (2) October 31, 2007

Commodity discount factor:thequotientof (1) onedividedby (2) thesumof (a) one and (b) theproductof (i) the CDF LIBOR leveltimes(ii) thequotientof (x) the commodity days remainingdividedby (y) 360

Fixed income discount factor:thequotientof (1) onedividedby (2) thesumof (a) one and (b) theproductof (i) the FIDF LIBOR leveltimes(ii) thequotientof (x) the fixed income days remainingdividedby (y) 360

CDF LIBOR level:the LIBOR rate for deposits in U.S. dollars for the CDF LIBOR designated maturity (interpolated, if necessary), which appears on the Moneyline Telerate page 3750 (or any successor or replacement page) as of 11:00 a.m., London time, on the early determination date; or if such rate does not appear on the Moneyline Telerate page 3750 (or any successor or replacement page), the rate determined by the calculation agent

FIDF LIBOR level:the LIBOR rate for deposits in U.S. dollars for the FIDF LIBOR designated maturity (interpolated, if necessary), which appears on the Moneyline Telerate page 3750 (or any successor or replacement page) as of 11:00 a.m., London time, on the early determination date; or if such rate does not appear on the Moneyline Telerate page 3750 (or any successor or replacement page), the rate determined by the calculation agent

CDF LIBOR designated maturity:a period equal to the commodity days remaining, subject to a minimum of one month

FIDF LIBOR designated maturity:a period equal to the fixed income days remaining, subject to a minimum of one month

Trade date:September 13, 2006

Stated maturity date:October 31, 2007, subject to extension in the case of market disruption or non-business days

Determination date:the fifth business day prior to October 31, 2007, unless extended for up to five business days

Early maturity date:the fifth business day following the early determination date

Early determination date:

• if an early redemption has been designated, any trading day on which a notice of early redemption is delivered by 9:00 a.m., New York time on such day; if the notice of early redemption is delivered after 9:00 a.m., the immediately succeeding trading day, or

S-3

• if an index event has occurred, the trading day immediately following the day on which the index event occurs,

and, subject in each case to extension for up to five business days

Early redemption; notice of early redemption:the holder has the option to redeem the note in whole only but not in part (if such holder owns the full outstanding face amount of the note issued to the holder on the original issue date) prior to the earlier of (1) the occurrence of an index event and (2) the scheduled determination date (the fifth business day prior to October 31, 2007). A notice of early redemption must be given on a business day, in writing, to the trustee, the calculation agent and the issuer in accordance with procedures described under “Specific Terms of Your Note — Holder’s Option to Redeem” on page S-18. An early redemption is designated by a valid exercise of the holder’s option. Once given, the notice of early redemption is irrevocable

Index event:if, on any trading day prior to the earlier of (1) the designation of an early redemption by the holder and (2) the scheduled determination date (the fifth business day prior to October 31, 2007), the closing level of the index is at or below 141.982 (88% of initial index level), an index event occurs. If an index event occurs, the note shall automatically be redeemed in accordance with procedures described under “Specific Terms of Your Note — Automatic Redemption Due to an Index Event” on page S-19

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

Calculation agent:Goldman, Sachs & Co.

Business day:as described on page S-20

Trading day:as described on page S-20

London business day:as described on page S-20

S-4

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 commodities, i.e., the commodity contracts comprising the index to which your note is linked. You should carefully consider whether the offered notes are suited to your particular circumstances.

The Principal of Your Note is Not Protected

     If neither an index event has occurred nor an early redemption has been designated, in addition to the interest payment, if any, you will be paid an amount in cash, if any, equal to the outstanding face amount of your noteplusthe final commodity amount (which may be negative)minus the final fee amount on the stated maturity date. The amount payable, if any, on the stated maturity date excluding the interest payment, if any, will never be less than zero. However, if the final index level declines below the initial index level, the amount payable on your note excluding the interest payment, if any, is not protected and may even be zero. For example, if the final index level falls to 90% of the initial index level, resulting in an index return of -10%, and the fee amount equals 0.77%, then the amount payable on the stated maturity date will be only 69.23% of the outstanding face amount of your note, and you will lose 30.77% of the outstanding face amount of your note.

     If an index event has occurred or an early redemption has been designated, in addition to the interest payment, if any, you will be paid an amount in cash, if any, equal to the outstanding face amount of your noteplusthe early commodity amount (which may be negative)minusthe early fee amount on the early maturity date. The amount payable, if any, on the early maturity date excluding the interest payment, if any, will never be less than zero. However, if the early index level is less than the initial index level, the amount payable on your note excluding the interest payment, if any, is not protected and may even be zero. For example, if the early index level falls to 80% of the initial index level, resulting in an early index return of -20%, the commodity discount factor equals 0.96427 and the early fee days equal 156 days, then the amount payable on the early maturity date will be only 41.85% of the outstanding face amount of your note, and you will lose 58.15% of the outstanding face amount of your note.

     Our cash payment on your note, if any, on the stated maturity date or the early maturity date, as the case may be, excluding the interest payment, if any, will be based on, among other factors, the final index level or the early index level, respectively. Thus, if neither an index event has occurred nor an early redemption has been designated, you may lose your entire investment in your note, depending on the final index level, as calculated by the calculation agent, and you may receive only the interest payment, if any, on the stated maturity date. On the other hand, if an index event has occurred or an early redemption has been designated, you may still lose your entire investment in your note, depending on the early index level, as calculated by the calculation agent, and you may receive only the interest payment, if any, on the early maturity date. Moreover, in each case, the percentage decrease in the level of the index is multiplied by, among other things, a factor of 3.0. Therefore, to the extent that the index level declines below the initial index level, your loss is leveraged, and the rate of decline in the final commodity amount or the early commodity amount, as applicable, will exceed the rate of decline in the index level.

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

     Moreover, the formula used to calculate the final index level or the early index level, as the case may be, only compares the index levels

S-5

on the trade date, on the one hand, and the determination date or the early determination date, respectively, on the other hand. No other index levels will be taken into account for that purpose. As a result, you may lose some or all of your investment even if the index has risen above the initial index level at certain times during the life of the offered notes, including the period between the determination date or the early determination date, as applicable, and the stated maturity date or the early maturity date, respectively.

The Interest Rate on Your Note May Be Less than the Prevailing Market Rate

     You will receive interest, if any, on your note at the rate per annum for three-month (or a shorter length, interpolated in a manner as described in “Specific Terms of Your Note — Interest Payment” below) USD LIBORminus0.16% (subject to a minimum of 0.00%), reset quarterly, on each interest payment date. If an index event has occurred or an early redemption has been designated, any originally scheduled interest payment date that is subsequent to the early maturity date will not be an interest payment date, and the early maturity date will instead be the last interest payment date. Also, the accrued interest payable on the early maturity date will be reduced by the fixed income discount factor.

     The interest payable on your note may be less than the prevailing market rate for our debt securities that are not indexed. Moreover, even if the final commodity amount or the early commodity amount, as applicable, as described in the front part of this prospectus supplement, is positive, the overall return you earn on your note may be less than the amount you would have earned by investing the face amount of your note in a non-indexed debt security that bears interest at a prevailing market rate.

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 receive for your note if you chose to sell it in the open market before the stated maturity date or the early maturity date, as the case may be. The following factors, many of which are beyond our control, will influence the market value of your note:

• the index level;

• the volatility — i.e., the frequency and magnitude of changes in the level of the index;

• economic, financial, regulatory and political, military or other events that affect commodity markets generally and the market segments of which the index commodities are a part, and which may affect the level of the index;

• interest rate and yield rates in the market;

• the time remaining until your note matures; and

• our creditworthiness.

     These factors will influence the price you will receive if you sell your note before maturity. If you sell your note before maturity, you may receive less than the outstanding face amount of your note.

     You cannot predict the future performance of the index based on its historical performance. The actual performance of the index over the life of the offered notes, as well as the amount payable on the stated maturity date or the early maturity date, as the case may be, may bear little or no relation to the historical levels of the index or to the hypothetical return examples shown elsewhere in this prospectus supplement.

If the Level of the Index Changes, the Market Value of Your Note May Not Change in the Same Manner

     Your note may trade quite differently from the performance of the index. Changes in the level of the index may not result in a comparable change in the market value of your note. In part, this is because your note may be redeemed early at your option or automatically on occurrence of certain events. Moreover, the amount that may be paid on the stated maturity date or the early maturity date, as the case may be, are subject to a number of factors other than the index return or the early index return, respectively. Even if the level of the index increases above the initial index level during the life of the notes, the market value of your note

S-6

may not increase by the same amount. 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
Index or Index Commodities 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, have hedged our obligations under the notes by purchasing the index commodities. We also expect to adjust the hedge by, among other things, purchasing or selling any of the foregoing, and perhaps also the index commodities, 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 the index or one or more of the index commodities. Any of these hedging activities may adversely affect the index level — directly or indirectly by affecting the price of the index commodities — and therefore the market value of your note and the amount we will pay on your note on the stated maturity date or the early maturity date, as the case may be. 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 commodities or instruments whose returns are linked to the index or the index commodities for their proprietary accounts, 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 index level — directly or indirectly by affecting the price of the index commodities — and/or any other factor that may affect the amount that may be paid on the stated maturity date or the early maturity date, as the case may be, and, therefore, the market value of your note and the amount we will pay on your note on the stated maturity date or the early maturity date, as applicable. 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 the index or one or more of the index commodities. 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.

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

     The index consists of futures contracts on 19 physical commodities, three of which are traded on the London Metal Exchange (LME). You should be aware that investments in securities linked to the value of foreign commodity futures contracts involve particular risks.

     The index will include futures contracts on foreign trading facilities that are less regulated than U.S. markets and are subject to risks that do not always apply to U.S. markets. The index will include futures contracts on physical commodities on trading facilities located outside the United States. The Dow Jones-AIG Commodity Index Oversight Committee currently has not established any limits on the percentages of the commodities, by weight, traded on a non-U.S. trading facility that can be included in the index; historically, such percentages have not exceeded 20%. The regulations of the CFTC do not apply to trading on foreign trading facilities, and trading on foreign trading facilities may involve different and greater risks than trading on United States trading facilities. Certain foreign markets may be more susceptible to disruption than United States trading facilities due to the lack of a government-regulated clearinghouse system. Trading on foreign trading facilities also involves certain other risks that are not applicable to trading on United States trading facilities. Those risks include: exchange rate risk relative to the U.S. dollar, exchange controls, expropriation, burdensome or confiscatory taxation, and moratoriums, and political or diplomatic events. It will also likely be more costly and difficult for

S-7

Dow Jones, AIGI and the Dow Jones-AIG Commodity Index Oversight Committee to enforce the laws or regulations of a foreign country or trading facility, and it is possible that the foreign country or trading facility may not have laws or regulations which adequately protect the rights and interests of investors in the futures contracts included in the index. In addition, because foreign trading facilities may be open on days when the level of the index is not published, the value of the commodities underlying the index may change on days when the index level is unavailable.

You Have No Rights with Respect to Commodities or Commodities Contracts or Rights to Receive Any Commodities

     Investing in your note will not make you a holder of any of the commodities underlying the index or any contracts with respect thereto. Neither you nor any other holder or owner of your note will have any rights with respect to any index commodity. Any amounts payable on your note will be made in cash, and you will have no right to receive delivery of any index commodity.

Suspensions or Disruptions of Market Trading in Commodities
And Related Futures May Adversely Affect the Value Of Your Note

     The commodity markets are subject to temporary distortions and other disruptions due to various factors, including the lack of liquidity in these markets, the participation of speculators and government regulation and intervention. In addition, U.S. futures trading facilities and some foreign trading facilities have regulations that limit the amount of fluctuation in futures contract prices that may occur during a single business day. These limits are generally referred to as “daily price fluctuation limits” and the maximum or minimum price of a contract on any given day as a result of these limits is referred to as a “limit price”. Once the limit price has been reached in a particular contract, no trades may be made at a different price. Limit prices may have the effect of precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices. These circumstances could adversely affect the level of the index and, therefore, the value of your note.

     For purposes of determining the final commodity amount on the stated maturity date or the early commodity amount on the early maturity date, if any, Goldman, Sachs & Co., as calculation agent, may in certain circumstances when a market disruption event occurs determine the level of the index on the determination date or the early determination date, using a methodology described under “Specific Terms of Your Note — Consequences of a Market Disruption Event” below. This methodology may differ from that used to calculate the level of the index by the index sponsor. As a result, if a market disruption event occurs on the determination date or the early determination date, as the case may be, the closing level that the calculation agent will use in determining the final index level or the early index level, respectively, and therefore, ultimately, the amount payable on your note, if any, may not reflect the actual level of the index as published by the index sponsor.

Our Business Activities May Create Conflicts of Interest Between You and Us

     As we have noted above, Goldman, Sachs & Co. and our other affiliates have engaged and expect to engage in trading activities related to the index and the index commodities 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 index or any other factor that may affect the amount that may be paid on the stated maturity date or the early maturity date, as the case may be, 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 index sponsor, including making loans to or equity investments in the index sponsor or providing advisory services to the index sponsor. 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 the index sponsor. Any of these

S-8

activities by any of our affiliates may affect the level of the index and, therefore, the value of your note and the value of the consideration we will deliver on your note at maturity.

As Calculation Agent, Goldman, Sachs & Co. Will Have the Authority to Make Determinations that Could Affect the Value
of Your Note, Including Whether Early Redemption Was Designated or Index Event Occurred, and the Amount You May
Receive On the Stated Maturity Date Or the Early Maturity Date

     As calculation agent for your note, Goldman, Sachs & Co. will have discretion in making various determinations that affect your note, including determining the final index level on the determination date, which we will use to determine the amount we may pay on the stated maturity date, and the early index level on the early determination date, which we will use to determine the amount we may pay on the early maturity date, making all determinations and calculations of the interest rate applicable to your note (including the determination of any interpolated interest rate), determining the effectiveness of a notice of early redemption or the occurrence of an index event, and determining whether to postpone the determination date, the early determination date or the stated maturity date, as applicable, because of a market disruption event. 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 at any time upon 60 days’ written notice to Goldman Sachs.

The Policies of the Index Sponsor and Changes That Affect the Index and the Index Commodities Could Affect the
Amount Payable on Your Note and Its Market Value

     The policies of the index sponsor concerning the calculation of the index level, additions, deletions or substitutions of the index commodities comprising the index, and the manner in which changes affecting those index commodities (such as rebalancing of the index commodities) are reflected in the index level could affect the index level and, therefore, the amount payable on your note on the stated maturity date or the early maturity date, as the case may be, 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 the index sponsor changes these policies, for example, by changing the manner in which it calculates the index level, or if the index sponsor 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 the index level is not available on the determination date or on the early determination date, as the case may be, 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 level on the determination date or the early determination date, as applicable — and thus the amount payable on the stated maturity date or the early maturity date — in a manner as described below under “Specific Terms of Your Note — Consequences of a Market Disruption Event” and/or as it considers appropriate, in its sole discretion. We describe the discretion that the calculation agent will have in determining the index level on the determination date or the early determination date, as the case may be, and the amount payable on your note more fully under “Specific Terms of Your Note — Discontinuance or Modification of the Index” and “— Role of Calculation Agent” below.

Commodity Prices May Change Unpredictably, Affecting the Value of Your Note in Unforeseeable Ways

     Commodity prices are affected by a variety of factors, including weather, governmental programs and policies, national and international political, military, terrorist and economic events, changes in interest and exchange rates and trading activities in commodities and related contracts. These factors may affect the levels of the index and the value of your note in varying ways, and different factors may cause the value of different index commodities and the volatilities of their prices, to move in inconsistent directions and at inconsistent rates.

S-9

Higher Future Prices of Commodities Underlying the Index Relative to Their Changes in the
Composition and Valuation of the Index May Adversely Affect Your Note

     The index sponsor may make changes over time to the methodologies of compilation of the index. Additional commodities will satisfy the eligibility criteria and commodities currently included in the index will fail to satisfy such criteria. The weighting factors applied to each commodity underlying the index change annually, based on changes in commodity production statistics. In addition, the index sponsor may modify the methodology for determining the composition and weighting of the index for calculating its value in order to assure that the index represents an adequate measure of market performance or for other reasons. A number of modifications to the methodology for determining the contracts to be included in the index, and for valuing the index, have been made in the past several years and further modifications may be made in the future. Such changes could adversely affect the value of your note.

The Notes Are Linked To The Dow Jones-AIG Commodity Index^SM And Not The DJ-AIG TR

     The return on the notes is linked to the performance of the Dow Jones-AIG Commodity Index^SM, which, as discussed under “The Index”, reflects the returns that are potentially available through an unleveraged investment in the commodity futures contracts comprising the index. The Dow Jones-AIG Commodity Total Return Index (“DJ-AIG TR”) is a “total return” index which, in addition to reflecting those returns, also reflects interest that could be earned on funds committed to the trading of the underlying futures contracts. Because the notes are linked to the performance of the Dow Jones-AIG Commodity Index^SM, the return on the notes will not include the total return feature or the interest component of the DJ-AIG TR.

Contract Pricing In The Commodities Markets Will Affect The Amount Payable on Your Note, If Any

     As the contracts that comprise the index come to expiration, they are replaced by contracts that have a later expiration. Thus, for example, a contract purchased and held in August may specify an October expiration. As time passes, the October contract is replaced by a contract for delivery in November. This is accomplished by selling the October contract and purchasing the November contract. This process is referred to as “rolling”. If the market for these contracts (putting aside other considerations) is in “backwardation”, which describes a situation where the prices are lower in the distant delivery months than in the nearest delivery months, the sale of the October contract will take place at a price that is higher than the price at which that contract was originally purchased in August, thereby creating the “roll yield”. While many of the contracts included in the index have historically exhibited consistent periods of backwardation, backwardation will most likely not exist at all times. Moreover, certain of the commodities included in the index, such as gold, have historically been “contango” markets. Contango markets are markets in which the prices of contracts are higher in the distant delivery months than in the nearer delivery months. The absence of backwardation in the commodity markets could result in negative “roll yields”, which could adversely affect the value of the index and accordingly, because of the formula used, decrease the amount payable on your note.

There Is No Affiliation Between the Index Sponsor and Us, and
We Are Not Responsible for Any Disclosure by the Index Sponsor

     Goldman Sachs is not affiliated with the index sponsor. Neither we nor any of our affiliates assumes any responsibility for the accuracy or the completeness of any information about the index. You, as an investor in your note, should make your own investigation into the index. See “The Index” below for additional information about the index.

     The index sponsor is not involved in this offering of your note in any way and does not have any obligation of any sort with respect to your note. The index sponsor does not have any obligation to take your interests into consideration for any reason, including when taking any 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

S-10

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.

Your Note Will Be Automatically Redeemed If an Index Event Occurs

     Your note will be automatically redeemed if an index event occurs, which may adversely affect the value of your note.

We Can Postpone the Determination Date and the Stated Maturity Date or
the Early Determination Date, As the Case May Be, If a Market Disruption Event Occurs

     If the calculation agent determines that, on the determination date or the early determination date, as the case may be, a market disruption event has occurred or is continuing, the determination date or the early determination date, as applicable, will be postponed until the first trading day on which no market disruption event occurs or is continuing and, in any event, not more than five business days. As a result, if the determination date or the early determination date, as the case may be, is so postponed, the stated maturity date or the early maturity date, respectively, for your note will also be postponed, although not by more than five business days. Thus, when the determination date is so postponed, you may not receive the cash payment, if any, that we are obligated to deliver on the stated maturity date until several days after the originally scheduled stated maturity date. Similarly, when the early determination date is so postponed, you may not receive the cash payment, if any, that we are obligated to deliver on the early maturity date until several days after the date that would have been the early maturity date had the market disruption event not occurred or continued on the early determination date. Moreover, if the determination date or the early determination date, as the case may be, 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 or the early determination date, respectively. If the determination date or the early determination date, as the case may be, is postponed due to a market disruption event, the calculation agent will determine the final index level or the early index level based on the procedures described under “Specific Terms of Your Note — Consequences of a Market Disruption Event” below. In addition, if the calculation agent determines that the index level or any settlement price that must be used to determine the final index level or the early index level, as the case may be, is not available on the determination date or the early determination date, respectively, for any other reason, then the calculation agent will determine the final index level or the early index level based on its assessment, made in its sole discretion, of the level of the index or relevant settlement price on that day.

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 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.

The Tax Consequences of an Investment in Your Note Are Uncertain

     The 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. We discuss these matters under “Supplemental Discussion of Federal Income Tax Consequences” below. Please also consult your own tax advisor concerning the U.S. federal income tax and any other applicable tax consequences to you of owning your note in your particular circumstances.

S-11

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. 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 supplement. The terms described here supplement those described in the accompanying prospectus supplement and 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:

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 of $1,000 in excess 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 have the meaning described under “— Special Calculation Provisions” below

• a London business day for your note will have the meaning 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.

Index, Index Sponsor and Index Commodities

     In this prospectus supplement, when we refer to the index, we mean the index specified on the front cover page, or any successor index, as it may be modified, replaced or adjusted from

S-12

time to time as described under “— Discontinuance or Modification of the Index” 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 index as then in effect. When we refer to the index commodities, we mean the commodity futures contracts that comprise the index as then in effect, after giving effect to any additions, deletions or substitutions.

Payment on the Stated Maturity Date

     If neither an index event has occurred nor an early redemption has been designated, in addition to the interest payment, if any, the amount payable, if any, on the stated maturity date will be an amount in cash equal to the greater of (1) zero and (2) theresultof (a) the outstanding face amount of the noteplus(b) the final commodity amount (which may be negative)minus(c) the final fee amount. If an index event has occurred or an early redemption has been designated, no payment of principal will be made on the stated maturity date.

Final commodity amount

     The final commodity amount will be equal to theproductof (1) the outstanding face amount of the notetimes(2) 3.0times(3) the index return. The index return will be calculated bysubtractingthe initial index level from the final index level anddividingthe result by the initial index level.

     The final commodity amount, and therefore the amount payable on your note on the stated maturity date, if any, will be based on, among other factors, the final index level. If the final index level is greater than the initial index level — i.e., the index return is positive due to an increase in the index — you will participate in any such increase. On the other hand, if the index return is negative due to a decrease in the index, you may lose some or all of the principal in your note, and may receive no payment at all on the stated maturity date. Moreover, the index return is multiplied by, among other things, a factor of 3.0. Therefore, to the extent that the index level declines below the initial index level, your loss is leveraged, and the rate of decline in the final commodity amount will exceed the rate of decline in the index level.

     The calculation agent will determine the final index level, which will be the closing level of the index on the determination date as calculated and published by the index sponsor, subject to adjustment in certain circumstances described under “— Consequences of a Market Disruption Event” and “— Discontinuance or Modification of the Index” below. Moreover, the calculation agent will have discretion to adjust the closing level on any particular day or to determine it in a different manner as described under “— Discontinuance or Modification of the Index” below.

Final fee amount

     The final fee amount will be equal to theproductof (1) the outstanding face amount of the notetimes(2) 3.0times(3) 0.23%times(4) thequotientof (a) the final fee daysdividedby (b) 365. The calculation agent will determine the final fee days, which will be the number of days from (but excluding) the trade date up to (and including) the determination date.

Stated Maturity Date

     The stated maturity date will be October 31, 2007 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 business 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. The calculation agent may postpone the determination date — and therefore the stated maturity date — if a market disruption event occurs or is continuing on the determination date. We describe market disruption events under “— Special Calculation Provisions” below.

Determination Date

     The determination date will be the fifth business day prior to October 31, 2007,providedthat, if such day is not a trading day, then the determination date will be the next day that is a trading day. The determination date is also subject to extension if the calculation agent determines that a market disruption event occurs or is continuing on that 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 or is not continuing. In no event,

S-13

however, will the determination date be later than October 31, 2007 or, if October 31, 2007 is not a business day, later than the first business day after October 31, 2007.

Consequences of a Market Disruption Event

     As indicated above and under “— Holder’s Option to Redeem” and “— Automatic Redemption Due to an Index Event” below, if a market disruption event (as described in “Special Calculation Provisions — Market Disruption Event” below) occurs or is continuing on a day that would otherwise be the determination date or the early determination date, as the case may be, then the determination date or the early determination date, respectively, will be postponed to the next following trading day on which a market disruption event does not occur or is not continuing. In no event, however, will the determination date or the early determination date be postponed by more than five business days.

     If the determination date or the early 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 or the early determination date, as the case may be. In the event a market disruption event has occurred on the determination date or the early determination date, the final index level or the early index level, as the case may be, will be determined by the calculation agent as follows:

• with respect to each index commodity that is not affected by the market disruption event, the final index level or the early index level, as the case may be, will be based on the official settlement price of each such index commodity as published by the trading facility on which it is traded (which is referred to as the settlement price in this prospectus supplement) on the scheduled determination date or the scheduled early determination date, as the case may be,

• with respect to each index commodity that is affected by the market disruption event, the final index level or the early index level, as the case may be, will be based on the settlement price of each such index commodity on the first day immediately following the determination date or the early determination date, as the case may be, on which no market disruption event is occurring with respect to such index commodity,unlesssuch market disruption event continues with respect to any such index commodity for more than five business days, in which event the price of each such index commodity to be used in calculating the final index level or the early index level shall be determined by the calculation agent on the fifth business day following the scheduled determination date or the scheduled early determination date, as the case may be, and

• the calculation agent shall determine the final index level or the early index level, as the case may be, by reference to the settlement prices or other prices determined in the two preceding bullet points, using the then-current method for calculating the index.

Discontinuance or Modification of the Index

     If the index sponsor discontinues publication of the index and the index sponsor or anyone else publishes a substitute index that the calculation agent determines is comparable to the index, then the calculation agent will determine the final commodity amount or the early commodity amount, as the case may be, by reference to the substitute index. We refer to any substitute index approved by the calculation agent as a successor index.

     If the calculation agent determines that the publication of the index is discontinued and there is no successor index, or that the level of the index is not available on the determination date or the early determination date, as the case may be, because of a market disruption event or for any other reason, the calculation agent will determine the final index level or the early index level, as the case may be, based on the procedures described under “— Consequences of a Market Disruption Event” above and/or by a computation methodology that the calculation agent determines will as closely as reasonably possible replicate the index or the relevant settlement prices.

     If the calculation agent determines that the index, the index commodities or the method of calculating the index or the index commodities is changed at any time in any respect — including

S-14

any addition, deletion or substitution and any reweighting or rebalancing of the index commodities, 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 commodities or is due to any other reason — then the calculation agent will be permitted (but not required) to make such adjustments in the index or the method of its calculation as it believes are appropriate to ensure that the final index level or the early index level, as applicable, used to determine the amount payable on the stated maturity date or the early maturity date, respectively, is equitable.

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

Interest Payment

     Your note will bear interest at a rate equal to the base rateminus 0.16%, which will be determined by the calculation agent as described in “— Base Rate” below, subject to a minimum of 0.00%. Interest will accrue and be calculated and paid as described in the accompanying prospectus and the accompanying prospectus supplement with regard to floating rate notes, except that, if an index event has occurred or an early redemption has been designated, the interest payment dates and the interest amount on the early maturity date will be changed as described in "— Redemption Adjustments” below. See the accompanying prospectus and the accompanying prospectus supplement for additional information about calculation mechanics.

     The calculation agent’s determination of the applicable base rate, any interest payment date and its calculation of the accrued interest and/or the fixed income discount factor for any interest period, will be final and binding in the absence of manifest error.

Base Rate

     The base rate will be determined by the calculation agent, and will be equal to:

• if the applicable interest period begins on the settlement date: the initial base rate provided in the front part of this prospectus supplement,

• if the applicable interest period (1) does not begin on the settlement date and (2) does not end on the day before the stated maturity date: three-month USD LIBOR, as it appears on Moneyline Telerate page 3750 (or any successor or replacement page), as of 11:00 a.m. London time, as determined on the interest determination date, or

• if the applicable interest period ends on the day before the stated maturity date: a rate calculated by interpolating between (1) the USD LIBOR of longest maturity that is less than or equal to the length of the applicable interest period, and (2) the USD LIBOR of shortest maturity that is greater than or equal to the length of the applicable interest period, in both cases as they appear on Moneyline Telerate page 3750 (or any successor or replacement page), as of 11:00 a.m. London time, as determined on the interest determination date (the base rate so determined will not be re-calculated even if the stated maturity date is postponed due to a market disruption event).

Redemption Adjustments

     The interest on your note will be paid on the interest payment dates provided in the front part of this prospectus supplement. If an index event has occurred or an early redemption has been designated, however, any originally scheduled interest payment date that is subsequent to the early maturity date will not be an interest payment date, and the early maturity date will instead be the last interest payment date.

     In addition, the accrued interest payable on the early maturity date will be reduced by the fixed income discount factor. Therefore, on the early maturity date, in addition to the amount payable as described in “— Payment on the Early Maturity Date” below, if any, you will receive an interest payment, if any, that will equal theresultof (1) the fixed income discount factortimes (2) the accrued interest that would have been payable but for the adjustment described in this paragraph.

S-15

     The fixed income discount factor is equal to thequotientof (1) onedividedby (2) thesumof (a) one and (b)��theproductof (i) the FIDF LIBOR leveltimes(ii) thequotientof (x) the fixed income days remainingdividedby (y) 360. FIDF LIBOR level is the LIBOR for deposits in U.S. dollars for the FIDF LIBOR designated maturity (interpolated, if necessary, between (1) the USD LIBOR of longest maturity that is less than or equal to the FIDF LIBOR designated maturity, and (2) the USD LIBOR of shortest maturity that is greater than or equal to the FIDF LIBOR designated maturity, in both cases as they appear on the Moneyline Telerate page 3750 (or any successor or replacement page) as of 11:00 a.m., London time, on the early determination date). The FIDF LIBOR designated maturity will be equal to the longer of (1) the fixed income days remaining and (2) one month, and will be determined on the early determination date. The fixed income days remaining will be determined by the calculation agent, and will be equal to the number of days from (but excluding) the early maturity date up to (and including) the earlier of (1) the interest reset date immediately following the early maturity date and (2) October 31, 2007.

Payment on the Early Maturity Date

     If an index event has occurred or an early redemption has been designated, in addition to the interest payment, if any, the amount payable, if any, for each offered note outstanding on the early maturity date will be an amount in cash equal to the greater of (1) zero and (2) theresult of (a) the outstanding face amount of the noteplus(b) the early commodity amount (which may be negative)minus(c) the early fee amount.

     The holder has the option to redeem the note (in whole only and not in part, if such holder owns the full outstanding face amount of the notes issued to the holder on the original issue date) prior to the earlier of (1) the occurrence of an index event and (2) the scheduled determination date (the fifth business day prior to October 31, 2007). An early redemption is designated when a notice of early redemption is properly given on a business day, in writing, to the trustee, the calculation agent and the issuer. Once given, a notice of early redemption is irrevocable. An index event occurs if, on any trading day prior to the earlier of (1) the designation of an early redemption by the holder and (2) the scheduled determination date (the fifth business day prior to October 31, 2007), the closing level of the index is at or below 141.982 (88% of initial index level).

     If an early redemption has been designated, the early determination date will be any trading day on which a notice of early redemption is delivered by 9:00 a.m., New York time on such day; if the notice of early redemption is delivered after 9:00 a.m., it will be the immediately succeeding trading day. On the other hand, if an index event has occurred, the early determination date will be the trading day immediately following the day on which the index event occurs. The early determination date is subject to extension up to five business days as described in “— Consequences of a Market Disruption Event” above. The early maturity date is the fifth business day following the early determination date.

Early commodity amount

     The early commodity amount is equal to theproductof (1) the commodity discount factortimes (2) the outstanding face amount of the notetimes(3) 3.0times(4) the early index return.

     The commodity discount factor is equal to thequotientof (1) onedividedby (2) thesumof (a) one and (b) theproductof (i) the CDF LIBOR leveltimes(ii) thequotientof (x) the commodity days remainingdividedby (y) 360. CDF LIBOR level is the LIBOR for deposits in U.S. dollars for the CDF LIBOR designated maturity (interpolated, if necessary, between (1) the USD LIBOR of longest maturity that is less than or equal to the CDF LIBOR designated maturity, and (2) the USD LIBOR of shortest maturity that is greater than or equal to the CDF LIBOR designated maturity, in both cases as they appear on the Moneyline Telerate page 3750 (or any successor or replacement page) as of 11:00 a.m., London time, on the early determination date). The CDF LIBOR designated maturity will be equal to the longer of (1) the commodity days remaining and (2) one month, and will be determined on the early determination date. The commodity days remaining will be determined by the calculation agent, and will be equal to the number of days from (but excluding) the early maturity date up to (and including) October 31, 2007.

S-16

     The early index return will be calculated bysubtractingthe initial index level from the early index level anddividingthe result by the initial index level. The calculation agent will determine the early index level, which will be the closing level of the index on the early determination date as calculated and published by the index sponsor, subject to adjustment in certain circumstances described under "— Consequences of a Market Disruption Event” and “— Discontinuance or Modification of the Index” above.

     The early commodity amount, and therefore the amount payable on your note on the early maturity date, if any, will be based on, among other factors, the early index level. If the early index level is greater than the initial index level — i.e., the early index return is positive due to an increase in the index — you will participate in any such increase. On the other hand, if the early index return is negative due to a decrease in the index, you may lose some or all of the early commodity amount on your note, and may receive no payment at all on the early maturity date.

Early fee amount

     The early fee amount will be theproductof (1) the outstanding face amount of the notetimes (2) 3.0times(3) 0.23%times(4) thequotientof (a) the early fee daysdividedby (b) 365. Calculation agent will determine the early fee days, which will be the number of days from (but excluding) the trade date up to (and including) the early determination date.

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 your 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. However, if the next business day falls in the next calendar month, then the payment will instead be made on the immediately preceding day that is a business day. 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 index, market disruption events, business days, trading days, the determination date, the stated maturity date, the early determination date, the early maturity date, the final index level, the early index level, the default amount, the interest payable on each interest payment date (including the determination of any interpolated interest rate), index event and the final commodity amount and the final fee amount or the early commodity amount and the early fee amount, as the case may be. Absent manifest error, all

S-17

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.

Holder’s Option to Redeem

     If the holder of your note satisfies the conditions described under “— Early Redemption Requirements” below, the holder may elect to redeem the entire outstanding face amount of your note, only in whole and not in part. If the holder does so, we will pay an amount in cash, if any, calculated in a manner as described under “— Payment on the Early Maturity Date” and “— Manner of Payment” above. We describe the early determination date under “— Early Determination Date if an Early Redemption Has Been Designated” below.

     If the note is automatically redeemed due to the occurrence of an index event, the holder will no longer be permitted to exercise the option to redeem. We describe these matters under "— Automatic Redemption Due to an Index Event” below.

     If you decide to redeem your note or your note is automatically redeemed, you will lose the right to receive any amount on your note on the stated maturity date, as described under "— Payment on the Stated Maturity Date” and “— Interest Payment” above.

Early Redemption Requirements

     To exercise the option to redeem, the following requirements must be satisfied on any day that is a business day and before the option to redeem expires:

• The holder must hold the full outstanding face amount of the note issued to the holder on the original issue date, and must elect to redeem such notes in whole, not in part.

• The trustee, the calculation agent and the issuer must receive a properly completed and signed notice of early redemption, in the form attached to this prospectus supplement. Delivery must be made by physical delivery or by facsimile coupled with prompt physical delivery of a written confirmation, as provided in the attached notice of early redemption.

• If your note is in global form, the holder or the bank or broker through which the holder holds the interest in the note being redeemed must enter an order to have that interest transferred on the books of the depositary to the account of the trustee at the depositary and the trustee must receive and accept the transfer, all in accordance with the applicable procedures of the depositary. If the trustee receives and accepts the transfer by 3:00 P.M., New York City time, on any day that is a business day, this requirement will be deemed satisfied as of 9:00 a.m. on the same day. To ensure timely receipt and acceptance, transfer orders should be entered with the depositary well in advance of the 3:00 P.M. deadline.

• If your note is not in global form, the trustee must receive the certificate representing your note. Deliveries of certificates to the trustee must be made by mail or another method acceptable to the trustee, to the address stated in the form of notice of early redemption attached to this prospectus supplement or at any other location that the trustee may provide to the holder for this purpose in the future.

     The calculation agent will, in its sole discretion, resolve any questions that may arise as to the validity of a notice of early redemption or as to whether and when the required deliveries have been made. Once given, a notice of early redemption may not be revoked.

Questions about the early redemption requirements should be directed to the trustee, at the number and location stated in the attached notice of early redemption.

     Early Determination Date if an Early Redemption Has Been Designated.If the required deliveries described under “— Early Redemption Requirements” above occur by 9:00 a.m., New York City time, on a day that is a trading day, that day will be the early determination date. If the required deliveries occur after that time, the next day that is a

S-18

trading day will be the early determination date. In all cases, however, the required deliveries must occur before the option to redeem expires as described below.

     The early determination date is subject to extension as described in “— Consequences of a Market Disruption Event” above.

     Expiration of Option to Redeem.In all cases, the required deliveries described under “— Early Redemption Requirements” above must occur no later than 9:00 a.m., New York City time, no later than the last day that is a business day before the earlier of (1) the occurrence of an index event and (2) the scheduled determination date (the fifth business day prior to October 31, 2007). Immediately after that time, the option to redeem will expire and may not be exercised, although the holder will be entitled to receive the amount payable, if any, on the stated maturity date or the early maturity date, as applicable, calculated in a manner as described under “— Payment on the Stated Maturity Date” above or “— Automatic Redemption Due to an Index Event” below, respectively.

     Only Holder May Exercise Option to Redeem.Since the note is issued only in global form, the depositary or its nominee is the holder of the note and therefore is the only entity that can exercise the option to redeem with respect to the note. If you would like to exercise the option to redeem, you should give proper and timely instructions to the bank or broker through which you hold the interest in the note, requesting that it notify the depositary to exercise the option to redeem on behalf of the holder. Different firms have different deadlines for accepting instructions from their customers, and you should take care to act promptly enough to ensure that your request is given effect by the depositary before the deadline for exercise. Similar concerns apply if the holder holds the note in street name.

Book-entry, street name and other indirect holders should contact their banks and brokers for information about how to exercise the exchange right in a timely manner.

Automatic Redemption Due to an Index Event

     If an index event occurs any time before the earlier of (1) the designation of an early redemption by the holder and (2) the scheduled determination date (the fifth business day prior to October 31, 2007), an automatic redemption of the note will occur on the early maturity date. Upon the automatic redemption, we will pay in cash an amount, if any, calculated in a manner as described under “Payment on the Early Maturity Date” and “— Manner of Payment” above. We describe the early determination date under “— Early Determination Date if an Index Event Has Occurred” below.

     If the holder exercised the option to redeem the note, the holder will be entitled to the amount payable, if any, calculated in a manner as described in “— Holder’s Option to Redeem” above, but no index event will occur thereafter.

     If the automatic redemption due to an index event occurs, you will lose the right to receive any payment on your note on the stated maturity date, as described under “— Payment on Stated Maturity Date” and “— Interest Payment” above.

     Index event.If, on any trading day prior to the earlier of (1) the designation of an early redemption by the holder and (2) the scheduled determination date (the fifth business day prior to October 31, 2007), the closing level of the index is at or below 141.982 (88% of the initial index level), an index event occurs on that day.

     Notice.If an index event occurs, we will notify the holder of your note and the trustee in the manner described in the accompanying prospectus.

     Early Determination Date if an Index Event Has Occurred.If an index event occurs on any day, a day that immediately follows the day on which the index event occurs and that is a trading day will be the early determination date.

     The early determination date is subject to extension as described in “— Consequences of a Market Disruption Event” above.

S-19

Special Calculation Provisions

Business Day

     When we refer to a business day with respect to your note, we mean a Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in New York City generally 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 (1) the index sponsor is open for business and the index is calculated and published by the index sponsor, (2) the calculation agent in New York is open for business and (3) all trading facilities on which the index commodities are traded are open for trading.

London Business Day

     When we refer to a London business day for your note, we mean a day that is a London business day as defined in the accompanying prospectus supplement.

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 your 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 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

S-20

the United States of America, Europe or Japan, which at that time has outstanding debt obligations with a stated maturity of one year or less from the date of issue and is rated either:

• 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:

• a material limitation, suspension, or disruption of trading in one or more futures contracts included in the index which results in a failure by the trading facility on which each applicable futures contact is traded to report a settlement price for such contract on the day on which such event occurs or any succeeding day on which it continues, or

• the settlement price for any futures contract included in the index is a “limit price”, which means that the settlement price for such contract for a day has increased or decreased from the previous day’s settlement price by the maximum amount permitted under applicable rules of the trading facility, or

• failure by the applicable trading facility or other price source to announce or publish the settlement price for any futures contract included in the index.

     For this purpose, “settlement price” means the official settlement price of a futures contract included in the index as published by the trading facility on which it is traded.

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

S-21

HYPOTHETICAL RETURNS ON YOUR NOTE

     The following tables 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 index levels on the determination date or the early determination date could have on the payment amount at maturity assuming all other variables remain constant.

     The first table assumes that neither an index event has occurred nor an early redemption has been designated. The levels in the leftmost column of the first table represent hypothetical closing levels for the index on the determination date and are expressed as percentages of the initial index level. The amounts in the second column from the left represent the face amount of a note expressed as a percentage of the face amount of a note, which will always be 100%. The amounts in the third column from the left represent the hypothetical final commodity amounts on the stated maturity date, and are expressed as percentages of the face amount of a note. Thus, a hypothetical final commodity amount of 100% means that the value of the final commodity amount that we would pay in cash for the outstanding face amount of your note on the stated maturity date would equal 100% of the outstanding face amount of your note, or $1,000, based on the corresponding hypothetical final index level and the assumptions noted below. The amounts in the fourth column from the left represent the hypothetical final fee amounts on the stated maturity date, and are expressed as percentages of the face amount of a note. The amounts in the rightmost column represent the hypothetical amounts payable on the stated maturity date, which will equal the greater of (1) zero and (2) the face amount of a noteplusthe final commodity amountminusthe final fee amount, and are expressed as percentages of the face amount of a note. No amounts shown in the first table take into account the amount of interest that may have been paid before the stated maturity date or that may be paid on the stated maturity date.

     The second table assumes that an index event has occurred or an early redemption has been designated. The levels in the leftmost column of the first table represent hypothetical closing levels for the index on the early determination date, and are expressed as percentages of the initial index level. The amounts in the second column from the left represent the face amount of a note expressed as a percentage of the face amount of a note, which will always be 100%. The amounts in the third column from the left represent the hypothetical early commodity amounts on the early maturity date, and are expressed as percentages of the face amount of a note. Thus, a hypothetical early commodity amount of 100% means that the value of the early commodity amount that we would pay in cash for the outstanding face amount of your note on the early maturity date would equal 100% of the outstanding face amount of your note, or $1,000, based on the corresponding hypothetical early index level and the assumptions noted below. The amounts in the fourth column from the left represent the hypothetical early fee amounts on the early maturity date, and are expressed as percentages of the face amount of a note. The amounts in the rightmost column represent the hypothetical amounts payable on the early maturity date, which will equal the greater of (1) zero and (2) the face amount of a noteplusthe early commodity amountminusthe early fee amount, and are expressed as percentages of the face amount of a note. No amounts shown in the second table take into account the amount of interest that may have been paid before the early maturity date or that may be paid on the early maturity date.

     The information in the tables reflect hypothetical rates of return on the offered notes assuming that they are purchased on the original issue date and held to the stated maturity date or the early maturity date, as the case may be. If you sell your note prior to the stated maturity date or the early maturity date, as the case may be, 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 such as interest rates and the volatility of the index. The information in the tables also reflects the key terms and assumptions in the box below.

S-22

Key Terms and Assumptions
Face amount.	$1,000
No market disruption event occurs
No change in or affecting any of the index commodities or the method by which the index sponsor calculates the index
Example 1:
no index event occurs and no early redemption is designated
Final fee days.	406 days
Example 2:
an index event occurs or an early redemption is designated
CDF LIBOR level.	5.40%
Commodity days remaining.	247 days
Commodity discount factor	0.96427
Early fee days.	156 days

     The index has been highly volatile — meaning that the index level has changed substantially in relatively short periods — in the past and its performance cannot be predicted for any future period.

     The actual performance of the index over the life of the notes, as well as the amount payable on the stated maturity date or the early maturity date, as the case may be, may bear little relation to the hypothetical examples shown below or to the historical levels of the index shown elsewhere in this prospectus supplement. For information about the level of the index during recent periods, see “The Index — Historical Closing Levels of the Index” below.

     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 commodities.

     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 commodities.

     Example 1:The following table illustrates the hypothetical returns to an investor on the stated maturity date when neither an index event has occurred nor an early redemption has been designated.

Hypothetical Final		Hypothetical Final			Hypothetical Final	Hypothetical
Index Level as	Face Amount as	Commodity Amounts			Fee Amounts as	Amounts Payable as
Percentage of	Percentage of Face	as Percentage of			Percentage of Face	Percentage of Face
Initial Index Level	Amount	Face Amount			Amount	Amount
200%	100.00%		300.00	%	0.77%		399.23	%
180%	100.00%		240.00	%	0.77%		339.23	%
150%	100.00%		150.00	%	0.77%		249.23	%
130%	100.00%		90.00	%	0.77%		189.23	%
120%	100.00%		60.00	%	0.77%		159.23	%
110%	100.00%		30.00	%	0.77%		129.23	%
100%	100.00%		0.00	%	0.77%		99.23	%
90%	100.00%		-30.00	%	0.77%		69.23	%
80%	100.00%		-60.00	%	0.77%		39.23	%
70%	100.00%		-90.00	%	0.77%		9.23	%
50%	100.00%		-150.00	%	0.77%		0.00	%
30%	100.00%		-210.00	%	0.77%		0.00	%
20%	100.00%		-240.00	%	0.77%		0.00	%
0%	100.00%		-300.00	%	0.77%		0.00	%

S-23

     Example 2:The following table illustrates the hypothetical returns to an investor on the early maturity date when an index event occurs or an early redemption is designated.

Hypothetical Early		Hypothetical Early			Hypothetical Early	Hypothetical
Index Level as	Face Amount as	Commodity Amounts			Fee Amounts as	Amounts Payable as
Percentage of	Percentage of Face	as Percentage of			Percentage of Face	Percentage of Face
Initial Index Level	Amount	Face Amount			Amount	Amount
200%	100.00%		289.28	%	0.29%		388.99	%
180%	100.00%		231.43	%	0.29%		331.14	%
150%	100.00%		144.64	%	0.29%		244.35	%
130%	100.00%		86.78	%	0.29%		186.49	%
120%	100.00%		57.86	%	0.29%		157.57	%
110%	100.00%		28.93	%	0.29%		128.64	%
100%	100.00%		0.00	%	0.29%		99.71	%
90%	100.00%		-28.93	%	0.29%		70.78	%
80%	100.00%		-57.86	%	0.29%		41.85	%
70%	100.00%		-86.78	%	0.29%		12.93	%
50%	100.00%		-144.64	%	0.29%		0.00	%
30%	100.00%		-202.50	%	0.29%		0.00	%
20%	100.00%		-231.43	%	0.29%		0.00	%
0%	100.00%		-289.28	%	0.29%		0.00	%

     As these tables indicate, you may lose all or a substantial portion of your investment. If, for example, the index declines by 50% over the life of the notes, then you will receive no payment on the stated maturity date or the early maturity date.

     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.

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

S-24

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 have entered into hedging transactions involving purchases of the index commodities 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 index-linked notes we issue, some of which may have returns linked to the index or the index commodities. 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 the index or some or all of the index commodities,

• may take or dispose of positions in the index commodities or futures contracts relating thereto,

• 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 relevant commodities markets or components of such markets, and/or

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

     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 index or the index commodities. We expect these steps to involve sales of instruments linked to the index on or shortly before the determination date or the early determination date, as the case may be. These steps may also involve sales and/or purchases of some or all of the index commodities, or listed or over-the-counter options, futures or other instruments linked to the index, some or all of the index commodities or indices designed to track the performance of the relevant commodities markets or other components of such 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 Index or the Index Commodities 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.

S-25

THE INDEX

     The Dow Jones — AIG Commodity Index^SM (DJ-AIGCI) is composed of futures contracts on 19 physical commodities. Unlike equities, which entitle the holder to a continuing stake in a corporation, commodity futures contracts specify a delivery date for the underlying physical commodity. In order to avoid delivery and maintain a long futures position, nearby contracts must be sold and contracts that have not yet reached the delivery period must be purchased. This process is known as “rolling” a futures position. The DJ-AIGCI is a “rolling index”.

     The DJ-AIGCI is composed of commodities traded on U.S. trading facilities, with the exception of aluminum, nickel and zinc, which trade on the London Metal Exchange (LME). Trading hours for the U.S. commodity trading facilities are between 8:00 am and 3:00 pm ET. A daily settlement price for the index is published at approximately 5:00 pm ET.

     The DJ-AIGCI family of indexes includes both the DJ-AIGCI (which is calculated on an excess return basis) and a total return index based on the DJ-AIGCI (the DJ-AIGCITR^SM). While the former reflects the return of its underlying commodity price movements only, the latter reflects the return on a fully collateralized investment in the index. In addition, there are nine sub-indexes, representing the major commodity sectors within the index: Energy (including petroleum and natural gas), Petroleum (including crude oil, heating oil and RBOB gasoline), Precious Metals, Industrial Metals, Grains, Livestock, Softs, Agriculture and ExEnergy. The DJ-AIGCI family of indexes also consists of single commodity indexes on all of the components currently part of the DJ-AIGCI, plus cocoa, in excess and total return versions. Japanese Yen and Euro denominated versions of the DJ-AIGCI and the DJ-AIGCITR also are available.

     To determine its component weightings, the DJ-AIGCI relies primarily on liquidity data, or the relative amount of trading activity of a particular commodity. Liquidity is an important indicator of the value placed on a commodity by financial and physical market participants. The index also relies to a lesser extent on dollar-adjusted production data. The index thus relies on data that is endogenous to the futures markets (liquidity) and exogenous to the futures markets (production) in determining relative weightings. All data used in both the liquidity and production calculations is averaged over a five-year period.

     The component weightings are also determined by several rules designed to insure diversified commodity exposure. Disproportionate weighting of any particular commodity or sector may increase volatility and negate the concept of a broad-based commodity index, unduly subjecting the investor to micro-economic shocks in one commodity or sector. To help insure diversified commodity exposure, the DJ-AIGCI relies on several diversification rules. Among these rules are the following:

• no related group of commodities (e.g., energy, precious metals, livestock and grains) may constitute more than 33% of the index as of the annual reweightings of the components, and

• no single commodity may constitute less than 2% or more than 15% of the index.

     An Oversight Committee meets annually to determine the composition of the index in accordance with the rules established in the DJ-AIGCI Handbook. Committee members are drawn from the academic, financial and legal communities. The most recent Oversight Committee meeting took place in July 2006, with changes in index composition effective January 2007.

     The following table summarizes the commodities included in the index, the trading facilities where the commodity futures contracts are traded and the percentage weight of each index commodity as of August 31, 2006.

S-26

Commodity	Trading Facility	Weighting (%)
Aluminum	London Metal Exchange (LME)		7.52
Soybean Oil	Chicago Board of Trade (CBOT)		0.03
Corn	Chicago Board of Trade (CBOT)		6.89
Coffee	Coffee, Sugar, Cocoa Exchange (CSCE)		2.69
Crude Oil	New York Mercantile Exchange (NYMEX)		14.26
Cotton	New York Cotton Exchange (NYCE)		3.21
Gold	Commodity Exchange Inc. (New York) (COMEX)		7.39
Copper	Commodity Exchange Inc. (New York) (COMEX)		9.88
Heating Oil	New York Mercantile Exchange (NYMEX)		4.41
Live Cattle	Chicago Mercantile Exchange (CME)		5.99
Lean Hogs	Chicago Mercantile Exchange (CME)		4.58
Natural Gas	New York Mercantile Exchange (NYMEX)		0.11
Nickel	London Metal Exchange (LME)		5.54
Soybean	Chicago Board of Trade (CBOT)		7.16
Sugar	Coffee, Sugar, Cocoa Exchange (CSCE)		2.39
Silver	Commodity Exchange Inc. (New York) (COMEX)		2.88
RBOB Gasoline	New York Mercantile Exchange (NYMEX)		4.09
Wheat	Chicago Board of Trade (CBOT)		6.18
Zinc	London Metal Exchange (LME)		4.81

Historical Closing Levels of the Index

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

     The table below shows the high, low and final closing levels of the index for each of the four calendar quarters in 2004 and 2005, and the first, second and third calendar quarters of 2006, through September 13, 2006. We obtained the closing levels listed in the table below from Bloomberg Financial Services, without independent verification.

S-27

Quarterly High, Low and Final Closing Levels of the Index

	High		Low		Close
2004
Quarter ended March 31		151.691		136.818		150.837
Quarter ended June 30		154.994		143.289		144.034
Quarter ended September 30		153.175		140.991		153.175
Quarter ended December 31		159.294		159.294		145.604
2005
Quarter ended March 31		165.246		142.18		162.094
Quaver ended June 30		162.389		146.078		164.272
Quarter ended September 30		179.069		154.107		178.249
Quarter ended December 31		180.24		163.358		171.149
2006
Quarter ended March 31		174.224		158.78		165.194
Quarter ended June 30		187.628		164.723		173.235
Quarter ending September 30 (through September 13, 2006)		179.962		161.343		161.343
Closing level on September 13, 2006						161.343

License Agreement

     “Dow Jones,” “AIG^®” “Dow Jones-AIG Commodity Index^SM,” and “DJ-AIGCI^SM” are service marks of Dow Jones & Company, Inc. and American International Group, as the case may be, and have been licensed for use for certain purposes by The Goldman Sachs Group, Inc. The Goldman Sachs Group, Inc.’s offered notes based on the Dow Jones-AIG Commodity Index^SM, are not sponsored, endorsed, sold or promoted by Dow Jones, AIGI, American International Group, or any of their respective subsidiaries or affiliates, and none of Dow Jones, AIGI, American International Group, or any of their respective subsidiaries or affiliates, makes any representation regarding the advisability of investing in such product.

     The offered notes are not sponsored, endorsed, sold or promoted by Dow Jones, American International Group, AIGI or any of their subsidiaries or affiliates. None of Dow Jones, American International Group, AIGI or any of their subsidiaries or affiliates makes any representation or warranty, express or implied, to the owners of or counterparts to the offered note or any member of the public regarding the advisability of investing in securities or commodities generally or in the offered note particularly. The only relationship of Dow Jones, American International Group, AIGI or any of their subsidiaries or affiliates to The Goldman Sachs Group, Inc. is the licensing of certain trademarks, trade names and service marks and of the DJ-AIGCI^SM, which is determined, composed and calculated by Dow Jones in conjunction with AIGI without regard to The Goldman Sachs Group, Inc. or the offered notes. Dow Jones and AIGI have no obligation to take the needs of The Goldman Sachs Group, Inc. or the owners of the offered notes into consideration in determining, composing or calculating DJ-AIGCI^SM. None of Dow Jones, American International Group, AIGI or any of their respective subsidiaries or affiliates is responsible for or has 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 converted into cash. None of Dow Jones, American International Group, AIGI or any of their subsidiaries or affiliates shall have any obligation or liability, including, without limitation, to the customers of the offered notes, in connection with the administration, marketing or trading of the offered notes. Notwithstanding the foregoing, AIGI, American International Group and their respective subsidiaries and affiliates may independently issue and/or sponsor financial products unrelated to the offered notes currently being issued by The Goldman Sachs Group, Inc., but which may be similar to and

S-28

competitive with the offered notes. In addition, American International Group, AIGI and their subsidiaries and affiliates actively trade commodities, commodity indexes and commodity futures (including the Dow Jones-AIG Commodity Index^SM and Dow Jones-AIG Commodity Index Total Return^SM), as well as swaps, options and derivatives which are linked to the performance of such commodities, commodity indexes and commodity futures. It is possible that this trading activity will affect the value of the Dow Jones-AIG Commodity Index^SM, and offered notes.

     This prospectus supplement relates only to offered notes and does not relate to the exchange-traded physical commodities underlying any of the Dow Jones-AIG Commodity Index^SM components. Purchasers of the offered notes should not conclude that the inclusion of a futures contract in the Dow Jones-AIG Commodity Index^SM is any form of investment recommendation of the futures contract or the underlying exchange-traded physical commodity by Dow Jones, American International Group, AIGI or any of their subsidiaries or affiliates. The information in this prospectus supplement regarding the Dow Jones-AIG Commodity Index^SM components has been derived solely from publicly available documents. None of Dow Jones, American International Group, AIGI or any of their subsidiaries or affiliates has made any due diligence inquiries with respect to the Dow Jones-AIG Commodity Index^SM components in connection with offered notes. None of Dow Jones, American International Group, AIGI or any of their subsidiaries or affiliates makes any representation that these publicly available documents or any other publicly available information regarding the Dow Jones-AIG Commodity Index^SM components, including without limitation a description of factors that affect the prices of such components, are accurate or complete.

     NONE OF DOW JONES, AMERICAN INTERNATIONAL GROUP, AIGI OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE DOW JONES-AIG COMMODITY INDEX^SM OR ANY DATA INCLUDED THEREIN AND NONE OF DOW JONES, AMERICAN INTERNATIONAL GROUP, AIGI OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. NONE OF DOW JONES, AMERICAN INTERNATIONAL GROUP, AIGI OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE GOLDMAN SACHS GROUP, INC., OWNERS OF THE OFFERED NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE DOW JONES-AIG COMMODITY INDEX^SM OR ANY DATA INCLUDED THEREIN. NONE OF DOW JONES, AMERICAN INTERNATIONAL GROUP, AIGI OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES 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 DOW JONES-AIG COMMODITY INDEX^SM OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL DOW JONES, AMERICAN INTERNATIONAL GROUP, AIGI OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES 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 AMONG DOW JONES, AIGI AND THE GOLDMAN SACHS GROUP, INC., OTHER THAN AMERICAN INTERNATIONAL GROUP.

     All disclosures contained in this prospectus supplement regarding the index, including its makeup, method of calculation and changes in its components, are derived from publicly available information prepared by Dow Jones and American International Group. The Goldman Sachs Group, Inc. does not assume any responsibility for the accuracy or completeness of that information.

S-29

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.

     The following section is the opinion of Sullivan & Cromwell LLP, counsel to The Goldman Sachs Group, Inc. This section applies to you only if you are a United States holder that holds your note as a capital asset for tax purposes. You are a United States holder if you are a beneficial owner of a note and you are:

• a citizen or resident of the United States;

• a domestic corporation;

• an estate whose income is subject to United States federal income tax regardless of its source; or

• a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust.

     This section does not apply to you if you are a member of a class of holders subject to special rules, such as:

• a dealer in securities or currencies;

• a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;

• a bank;

• a life insurance company;

• a tax exempt organization;

• a person that owns a note as a hedge or that is hedged against interest rate or currency risks;

• a person that owns a note as part of a straddle or conversion transaction for tax purposes;

• persons who do not acquire the notes in the original issuance; or

• a United States holder whose functional currency for tax purposes is not the U.S. dollar.

     In addition, this discussion does not address any U.S. federal income tax considerations that are unique to regulated investment companies, including, without limitation, whether any income earned with respect to the Notes constitutes income described in Section 852(b)(2) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).

     Although this section is based on the Code, its legislative history, existing and proposed regulations under the Code, published rulings and court decisions, all as currently in effect, no statutory, judicial or administrative authority directly discusses how your note should be treated for U.S. federal income tax purposes and as a result, the U.S. federal income tax consequences of your investment in your note are uncertain. Moreover, these laws are subject to change, possibly on a retroactive basis.

     You should consult your tax advisor concerning 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.

     In the opinion of our counsel, Sullivan & Cromwell LLP, it would be reasonable to treat your note for all tax purposes as a pre-paid forward contract with respect to the Dow Jones-AIG Commodity Index^SM. If your note is so characterized, you will be treated as if:

• at the time of issuance of your note you deposit irrevocably with us a fixed amount of cash equal to the purchase price of your note to assure the fulfillment of your purchase obligation described in the third bullet point below, which deposit will unconditionally and irrevocably be applied at the stated maturity date to satisfy that obligation;

S-30

• the payment of the stated rate of interest on your note is compensation to you for our use of the cash deposit during the life of the note; and

• at the stated maturity date the cash deposit unconditionally and irrevocably will be applied by us in full satisfaction of your obligation under the forward purchase contract, and we will deliver to you the amount that you are entitled to receive at that time pursuant to the terms of your note.

     Although we intend to treat the notes as described above, the cash proceeds that we will receive from the offering will not be segregated by us during the term of your note, but instead will be commingled with our other assets.

     If your note is characterized as described above, amounts paid to us in respect of the original issue of an interest-bearing note will be treated as allocable in their entirety to the amount of the cash deposit attributable to your note, and amounts denominated as interest that are payable with respect to your note will be characterized as interest payable on the amount of the deposit and likely subject to the special rules regarding variable rate debt instruments (See “United States Taxation — Taxation of Debt Securities — United States Holders — Original Issue Discount — Variable Rate Debt Securities” in the accompanying prospectus).

     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 will be long-term capital gain if your holding period for your notes is more than one year and short-term capital gain or loss if your holding period for your notes is one year or less, except to the extent attributable to accrued but unpaid interest.

     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. For example, the Internal Revenue Service could treat your note as a single debt instrument subject to special rules governing contingent payment debt instruments. See “United States Taxation — Taxation of Debt Securities — United States Holders — Original Issue Discount — Debt Securities Subject to Contingencies Including Optional Redemption” in the accompanying prospectus. The Internal Revenue Service could also seek to characterize your note as another type of derivative contract with tax consequences that are potentially different from those described above. It is also possible that the coupon payments on your note would not be treated as interest for United States federal income tax purposes but instead would be treated in some other manner. For example, the coupon payments could be treated all or in part as contract fees in respect of a forward contract. The United States federal income tax treatment of such contract fees is uncertain. You should consult your tax advisor as to the tax consequences of such characterization and any possible alternative characterizations of your securities for United States federal income tax purposes.

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.

S-31

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 U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the U.S. Internal Revenue Code of 1986, as amended (the “Code”), prohibit certain transactions (“prohibited transactions”) involving the assets of an employee benefit plan that is subject to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code (including individual retirement accounts and other plans described in Section 4975(e)(1) of the Code (a “Plan”) and certain persons who are “parties in interest” (within the meaning of ERISA) or “disqualified persons” (within the meaning of the Code) with respect to the plan; governmental plans may be subject to similar prohibitions unless an exemption is available to the 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, and, accordingly, prohibited transactions may arise if the notes are acquired by a Plan unless those notes are acquired and held pursuant to an available exemption. In general, available exemptions are: transactions effected on behalf of that Plan by a “qualified professional asset manager” (prohibited transaction exemption 84-14) or an “in-house asset manager” (prohibited transaction exemption 96-23), transactions involving insurance company general accounts (prohibited transaction exemption 95-60), transactions involving insurance company pooled separate accounts (prohibited transaction exemption 90-1), transactions involving bank collective investment funds (prohibited transaction exemption 91-38), and transactions with service providers under an exemption in Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code where the Plan receives no less nor pays no more than “adequate consideration” (within the meaning of Section 408(b)(17) of ERISA and Section 4975(f)(10) of the Code). 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 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 notes, or exercising any rights related thereto, to represent that (a) the Plan will receive no less and pay no more than “adequate consideration” (within the meaning of Section 408(b)(17) of ERISA and Section 4975(f)(10) of the Code) in connection with the purchase and holding of the notes, (b) none of the purchase, holding or disposition of the notes or the exercise of any rights related to the notes will 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 (c) 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 notes, 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 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 notes and the transactions contemplated with respect to the 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.

S-32

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 $35,000. For more information about the plan of distribution and possible market-making activities, see “Plan of Distribution” in the accompanying prospectus.

S-33

FORM OF NOTICE OF EARLY REDEMPTION

Dated:
The Bank of New York
Corporate Trust Administration
101 Barclay Street, 21W
New York, New York 10286
Attn:	Natalie Pesce	(212-815-4991)
	Teisha Wright	(212-815-5058)
	Fax:	(212-815-5802/5803)
with a copy to:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attn:	Commodity Sales and Trading Department
Tel:	212-902-7700
Fax:	212-357-1248
with a copy to:
The Goldman Sachs Group, Inc.
85 Broad Street
New York, New York 10004
Attn:	Corporate Treasury, Debt Management
	Sarah Beer	(212-902-8048)
	Claira Kim	(212-855-9659)
	Nilan Velasco	(212-357-8837)
		Fax: (212-902-3325)

Re: Floating Rate Excess Return Index-Linked Notes due October 2007 (Linked to the Dow Jones-AIG Commodity Index^SM), issued by The Goldman Sachs Group, Inc.

Ladies and Gentlemen:

     The undersigned is, or is acting on behalf of, the beneficial owner of all of the notes specified above. The undersigned hereby irrevocably elects to exercise the option to redeem described in the prospectus supplement no. 596, dated September 13, 2006, with respect to the entire outstanding face amount of the note. The exercise is to be effective on the day that qualifies as a business day on which the trustee has received this notice of early redemption and the calculation agent and the issuer have received a copy of this notice of early redemption, unless this notice has not been received by 9:00 a.m., New York City time, on that day, in which case the exercise will be effective as of the next day that qualifies as a business day. We understand, however, that the effective date in all cases must be no later than the last daybefore the determination date that qualifies as a business day. The effective date will be the early determination date, subject to postponement in case of a market disruption event.

     If the note to be redeemed is in global form, the undersigned is delivering this notice of early redemption to the trustee, to the calculation agent and to the issuer, in each case by physical delivery to the relevant address stated above, or such other address as the trustee, the calculation agent or the issuer may have designated for this purpose to the holder, or by facsimile transmission to the relevant number stated above, or such other number as the trustee or calculation agent may have designated for this purpose to the holder, coupled with a prompt physical delivery of a written confirmation thereof. In

S-34

addition, the beneficial interest in the entire outstanding face amount is being transferred on the books of the depositary to an account of the trustee at the depositary.

     If the note to be redeemed is not in global form, the undersigned or the beneficial owner is the holder of the note and is delivering this notice of early redemption to the trustee, to the calculation agent and to the issuer by physical delivery or by facsimile transmission coupled with physical delivery of written confirmation as described above. In addition, the certificate representing the note and any payment required in respect of accrued interest are being delivered to the trustee.

     If the undersigned is not the beneficial owner of the note to be redeemed, the undersigned hereby represents that it has been duly authorized by the beneficial owner to act on behalf of the beneficial owner.

     Terms used and not defined in this notice have the meanings given to them in the prospectus supplement no. 596, dated September 13, 2006. The redemption of the note will be governed by the terms of the note.

     The calculation agent should internally acknowledge receipt of the copy of this notice of early redemption, in the place provided below, on the business day of receipt, noting the date and time of receipt. The consideration to be paid in the requested redemption should be made on the fifth business day after the early determination date, subject to postponement in case of a market disruption event, in accordance with the terms of the note.

Face amount of note to be redeemed:

$
	Very truly yours,
	(Name of beneficial owner or person
	authorized to act on its behalf)
	(Title)
	(Telephone No.)
	(Fax No.)

FOR INTERNAL USE ONLY:
Receipt of the above notice of early redemption
is hereby acknowledged:
GOLDMAN, SACHS & CO., as calculation agent
By:
	(Title)
Date and time of receipt:

S-35

     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-5
Specific Terms of Your Note		S-12
Hypothetical Returns on Your Note		S-22
Use Of Proceeds and Hedging		S-25
The Index		S-26
Supplemental Discussion of Federal Income Tax Consequences		S-30
Employee Retirement Income Security Act		S-32
Supplemental Plan of Distribution		S-33
Form of Notice of Early Redemption		S-34
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

$40,000,000

The Goldman Sachs
Group, Inc.

Floating Rate Excess Return Index-Linked Notes due October 2007
(Linked to the Dow Jones-AIG Commodity Index^SM)

Medium-Term Notes, Series B

Goldman, Sachs & Co.