Exhibit 4.16

                              CERTIFICATE OF TRUST

                                       OF

                            GOLDMAN SACHS CAPITAL IV

      This Certificate of Trust of Goldman Sachs Capital IV (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 IV.

      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