Exhibit 4.10


                              CERTIFICATE OF TRUST
                                       OF
                             GOLDMAN SACHS CAPITAL I

         This Certificate of Trust of Goldman Sachs Capital I (the "Trust"),
dated as of January 20, 2004, is being duly executed and filed by the
undersigned, as trustees, to form a statutory trust under the Delaware Statutory
Trust Act (12 Del. C. Section 3801, et seq.)(the "Act").

         1. Name. The name of the statutory trust being formed hereby is Goldman
Sachs Capital I.

         2. Delaware Trustee. The name and business address of the trustee of
the Trust, with a principal place of business in the State of Delaware, are The
Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware
19711.

         3. Effective Date. This Certificate of Trust shall be effective as of
its filing with the Secretary of State of the State of Delaware.

         IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
of Trust in accordance with Section 3811(a)(1) of the Act as of the date first
above written.

                                   THE BANK OF NEW YORK (DELAWARE), not in its
                                   individual capacity, but solely as trustee



                                   By: /s/ William T. Lewis
                                      _______________________________________
                                       Name:  William T. Lewis
                                       Title: Sr. Vice President