THE INFORMATION IN THIS PRELIMINARY PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND
MAY BE CHANGED. THIS PRELIMINARY PROSPECTUS SUPPLEMENT IS NOT AN OFFER TO SELL
NOR DOES IT SEEK AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE
OFFER OR SALE IS NOT PERMITTED.

Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-112367

SUBJECT TO COMPLETION. DATED JUNE 10, 2004.
Prospectus Supplement to the Prospectus dated February 6, 2004
and the Prospectus Supplement dated February 6, 2004 -- No.

(GOLDMAN SACHS LOGO)
THE GOLDMAN SACHS GROUP, INC.
Medium-Term Notes, Series B

----------------------

Index-Linked Notes due 2009
(Linked to the TOPIX(R) Index)

----------------------

The amount that you will be paid on your note on the stated maturity date,
, 2009 (unless extended due to market disruption or non-business days), is
determined with reference to the performance of the TOPIX(R) Index during the
period from the trade date ( , 2004) to the determination date (described
below).
- If the TOPIX(R) Index increases, then you will be paid the face amount of
your note plus the supplemental payment amount. The supplemental payment
amount will equal the face amount of your note multiplied by the
percentage increase in the TOPIX(R) Index multiplied by the participation
rate. The participation rate will be 1.40.
- If the TOPIX(R) Index is unchanged or declines by not more than 30%, then
you will be paid the face amount of your note.
- If the TOPIX(R) Index declines by more than 30%, then you will lose an
amount equal to the face amount of your note times 1.42857 multiplied by
the percentage decline in the TOPIX(R) Index in excess of 30%. THEREFORE,
TO THE EXTENT THAT THE TOPIX(R) INDEX DECLINES BY MORE THAN 30%, THE RATE
OF DECLINE IN THE AMOUNT YOU WILL BE PAID ON YOUR NOTE ON THE STATED
MATURITY DATE WILL EXCEED THE RATE OF DECLINE IN THE TOPIX(R) INDEX.

DEPENDING ON THE PERFORMANCE OF THE TOPIX(R) INDEX YOU COULD LOSE ALL OR A
SUBSTANTIAL PORTION OF YOUR ENTIRE INVESTMENT IN YOUR NOTE. IN ADDITION,
REGARDLESS OF WHETHER THE TOPIX(R) INDEX INCREASES OR DECREASES, WE WILL NOT PAY
INTEREST ON THE NOTES.
We will determine the amount to be paid to you on your note by first
calculating the percentage increase or decrease, if any, in the TOPIX(R) Index
from the initial index level of (the closing level on the trade date) 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). We will then calculate the amount, if any, which you will
be paid for each $1,000 face amount of your note on the stated maturity date as
follows:
- If the final index level is greater than the initial index level, we will
pay the face amount of your note plus the supplemental payment amount. The
supplemental payment amount will equal the face amount of your note
multiplied by the percentage increase in the TOPIX(R) Index multiplied by
the participation rate of 1.40.
- If the final index level is equal to or less than the initial index level,
but has not declined by more than 30% from the initial index level, we
will pay you the face amount of your note.
- If the final index level has declined from the initial index level by more
than 30%, i.e., if the final index level is less than 70% of the initial
index level, we will pay you the face amount of your note multiplied by
1.42857 multiplied by the result of the final index level divided by the
initial index level.
- For example, if the final index level falls to 50% of the initial
index level, the amount we will pay you on the stated maturity date
for each $1,000 face amount of your note will be $714.29, calculated
as follows: the face amount of your note multiplied by an amount equal
to 1.42857 times 50%. If the final index level falls an additional 10%
(so that it is 40% of the initial index level), the amount we will pay
you on the stated maturity date ($571.43) will be 14.2857% lower than
the amount we would have paid had the final index level been 50% of
the initial index level.
Because we have provided only a brief summary of the terms of your note
above, you should read the detailed description of the terms of the notes found
in "Summary Information" on page S-2 and "Specific Terms of Your Note" on page
S-15.

YOUR INVESTMENT IN THE NOTES INVOLVES CERTAIN RISKS. IN PARTICULAR, ASSUMING
NO CHANGES IN MARKET CONDITIONS OR OTHER RELEVANT FACTORS, THE VALUE OF YOUR
NOTE ON THE DATE OF THIS PROSPECTUS SUPPLEMENT (AS DETERMINED BY REFERENCE TO
PRICING MODELS USED BY GOLDMAN, SACHS & CO.) IS SIGNIFICANTLY LESS THAN THE
ORIGINAL ISSUE PRICE. WE ENCOURAGE YOU TO READ "ADDITIONAL RISK FACTORS SPECIFIC
TO YOUR NOTE" ON PAGE S-8 SO THAT YOU MAY BETTER UNDERSTAND THOSE RISKS.

ORIGINAL ISSUE DATE (SETTLEMENT DATE): , 2004

ORIGINAL ISSUE PRICE: 100% of the face amount

UNDERWRITING DISCOUNT: % of the face amount

NET PROCEEDS TO THE GOLDMAN SACHS GROUP, INC.: % of the face amount

----------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

----------------------

Goldman Sachs may use this prospectus supplement in the initial sale of the
notes. In addition, Goldman, Sachs & Co. or any other affiliate of Goldman Sachs
may use this prospectus supplement in a market-making transaction in a note
after its initial sale. UNLESS GOLDMAN SACHS OR ITS AGENT INFORMS THE PURCHASER
OTHERWISE IN THE CONFIRMATION OF SALE, THIS PROSPECTUS SUPPLEMENT IS BEING USED
IN A MARKET-MAKING TRANSACTION.

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

GOLDMAN, SACHS & CO.

----------------------

Prospectus Supplement dated , 2004.

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-15. 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 February 6,
2004, as supplemented by the accompanying Prospectus Supplement, dated February
6, 2004, of The Goldman Sachs Group, Inc.

KEY TERMS

ISSUER: The Goldman Sachs Group, Inc.

INDEX: TOPIX Index, as published by the TSE Market Information System
(Bloomberg: "TPX")

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

PAYMENT AMOUNT: on the stated maturity date, we will pay the holder of each
note an amount, if any, in cash equal to:

- - if the index return is greater than 0%, the outstanding face amount of the
note plus the supplemental payment amount. The supplemental payment amount
will equal the outstanding face amount of the note multiplied by the index
return multiplied by the participation rate of 1.40

- - if the index return is equal to or less than 0% but equal to or greater than
-30%, the outstanding face amount of the note

- - if the index return is less than -30%, the outstanding face amount of the note
multiplied by 1.42857 multiplied by the result of the final index level
divided by the initial index level. For example, if the final index level
falls to 50% of the initial index level, the amount we will pay you on the
stated maturity date for each $1,000 face amount of your note will be $714.29,
calculated as follows: the face amount of your note multiplied by a number
equal to 1.42857 times 50%; if the final index level falls an additional 10%
(so that it is 40% of the initial index level), the amount we will pay you on
the stated maturity date ($571.43) will be 14.2857% lower than the amount we
would have paid had the final index level been 50% of the initial index level

TRADE DATE: , 2004

INITIAL INDEX LEVEL: the closing level of the TOPIX Index on the trade date

FINAL INDEX LEVEL: the closing level of the TOPIX 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-17 and subject
to adjustment as provided under "Specific Terms of Your Note -- Discontinuance
or Modification of the Index" on page S-17

INDEX RETURN: the result of (1) the final index level minus the initial index
level divided by (2) the initial index level, expressed as a percentage

PARTICIPATION RATE: 1.40

STATED MATURITY DATE: , 2009 unless extended for up to six business
days

DETERMINATION DATE: the fifth business day prior to , 2009, unless
extended for up to five business days

NO INTEREST: the offered notes will not bear interest prior to the stated
maturity date

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

CALCULATION AGENT: Goldman, Sachs & Co.

BUSINESS DAY: as described on page S-18

S-2

Q&A

HOW DO THE NOTES WORK?

The notes offered by this prospectus supplement will have a stated
maturity date five years and six months after the original issue date (unless
extended due to market disruption or non-business days). The amount that you
will be paid on your note on the stated maturity date is determined with
reference to the performance of the TOPIX Index during the period from the trade
date to the determination date. If the TOPIX Index increases, then the amount
you will be paid will be linked to the amount of the increase in the TOPIX Index
multiplied by the participation rate of 1.40. If the TOPIX Index is unchanged or
declines by not more than 30%, then you will be paid the face amount of your
note. If the TOPIX Index declines by more than 30%, then you will lose the face
amount of your note multiplied by 1.42857 multiplied by the percentage decline
in the TOPIX Index in excess of 30%. The notes do not bear interest and no other
payments will be made on your note before the stated maturity date. You may lose
all or a significant amount of your initial investment. See "Additional Risk
Factors Specific to Your Note" on page S-8.

As discussed in the accompanying prospectus, the notes are indexed debt
securities and are part of a series of debt securities entitled "Medium-Term
Notes, Series B" issued by The Goldman Sachs Group, Inc. The notes will rank
equally with all other unsecured and unsubordinated debt of The Goldman Sachs
Group, Inc. For more details, see "Specific Terms of Your Note" on page S-15.

WHO SHOULD OR SHOULD NOT CONSIDER AN INVESTMENT IN THE NOTES?

We have designed the notes for investors who want to participate in the
potential increase in the TOPIX Index while protecting their entire investment
against a decline of up to 30% in the TOPIX Index level from the initial index
level. Because the entire principal amount of your notes will be fully exposed
to any potential depreciation beyond 30% of the TOPIX Index level over the term
of the notes, you should only consider purchasing the notes if you are willing
to accept the risk of loss of the entire principal amount of your note. To the
extent that the TOPIX Index declines by more than 30%, the rate of decline in
the amount you will be paid on your note on the stated maturity date will exceed
the rate of decline in the TOPIX Index.

In addition, if the amount payable on your note on the stated maturity
date is the face amount or even if the amount payable exceeds the face amount of
your note, the overall return you earn on your note may be less than you would
have earned by investing in a non-indexed debt security that bears interest at a
prevailing market rate. The notes may therefore not be a suitable investment for
you if you prefer the lower risk of fixed income investments with comparable
maturities issued by companies with comparable credit ratings. For more details,
see "Additional Risk Factors Specific to Your Note -- Your Note Does Not Bear
Interest" on page S-8.

WHAT WILL I RECEIVE AT THE STATED
MATURITY OF THE NOTES?

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

- - if the index return is equal to or less than 0% but equal to or greater than
-30%, the outstanding face amount of the note.

S-3

index level falls to 50% of the initial index level, the amount we will pay
you on the stated maturity date for each $1,000 face amount of your note will
be $714.29, calculated as follows: the face amount of your note multiplied by
a number equal to 1.42857 times 50%. If the final index level falls an
additional 10% (so that it is 40% of the initial index level), the amount we
will pay you on the stated maturity date ($571.43) will be 14.2857% lower than
the amount we would have paid had the final index level been 50% of the
initial index level. If the index return is less than -30%, the payment on
your note on the stated maturity date will be less than the face amount of
your note and may even be reduced to zero.

The index return is calculated by subtracting the initial index level from
the final index level and by dividing the result by the initial index level,
with the result expressed as a percentage.

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.

WHAT WILL I RECEIVE IF I SELL THE NOTE
PRIOR TO THE STATED MATURITY?

If you sell your note prior to the stated maturity date, you will receive
the market price for your note. The market price for your note may be influenced
by many factors, such as interest rates and the volatility of the index.
Depending on the impact of these factors, you may receive significantly less
than the face amount of your note in any sale of your note before the stated
maturity date. In addition, assuming no changes in market conditions or any
other relevant factors, the value of your note on the date of this prospectus
supplement (as determined by reference to pricing models used by Goldman, Sachs
& Co.) is significantly less than the original issue price. For more information
on the value of your note in the secondary market, see "Additional Risk Factors
Specific to Your Note -- Assuming No Changes in Market Conditions Or Any Other
Relevant Factors, the Value of Your Note on the Date of this Prospectus
Supplement (As Determined By Reference to Pricing Models Used by Goldman, Sachs
& Co.) Is Significantly Less Than the Original Issue Price" on page S-8 and
"-- The Market Value of Your Note May Be Influenced by Many Factors That Are
Unpredictable and Interrelated in Complex Ways" on page S-9.

HYPOTHETICAL EXAMPLES

The levels in the left column of the table represent hypothetical final
closing levels for the index on the determination date and are expressed as
percentages of the initial index level, which has not yet been set. The amounts
in the right column represent the hypothetical payment amounts, based on the
corresponding hypothetical final index levels and the participation rate of 1.40
and are expressed as percentages of the face amount of a note.

The examples below are based on a range of index levels that are entirely
hypothetical; no one can predict what the final index level will be on the
determination date. The index has been highly volatile -- meaning that the index
level has changed substantially in relatively short periods -- in the past, and
its future performance cannot be predicted.

Moreover, we have not yet set the initial index level, which will serve as
the baseline for determining the index return and the amount we will pay on your
note at maturity, and we will not do so until the trade date. As a result, the
initial index level may differ

S-4

substantially from current levels and may also differ substantially from the
index level at the time you purchase your note. Before investing in the offered
notes, you should consult publicly available news sources to determine the index
level between the date of this preliminary prospectus supplement and your
purchase of the offered notes.

For these reasons, the actual performance of the index over the life of
the offered notes, as well as the amount payable at maturity, may bear little
relation to the hypothetical examples shown below and cannot be predicted.

For more detail about hypothetical returns on your note, please see the
following examples and "Hypothetical Returns on Your Note" on page S-21.

---------------

<Table>
<Caption>
Hypothetical Final Index Level Hypothetical Payment Amounts as
as Percentage of Percentage of Face Amount
Initial Index Level on the Stated Maturity Date
------------------------------ -------------------------------

250% 310.00%
225% 275.00%
200% 240.00%
175% 205.00%
150% 170.00%
140% 156.00%
130% 142.00%
120% 128.00%
110% 114.00%
100% 100.00%
90% 100.00%
80% 100.00%
70% 100.00%
60% 85.71%
50% 71.43%
40% 57.14%
30% 42.86%
20% 28.57%
0% 0%
</Table>

If the TOPIX Index declines by more than 30% over the life of the notes,
then you will lose 1.42857 multiplied by the percentage decline in the TOPIX
Index in excess of 30%. As a result, to the extent that the TOPIX Index declines
by more than 30%, the rate of decline in the amount you will be paid on your
note on the stated maturity date will exceed the rate of decline in the TOPIX
Index. If, for example, the final index level were determined to be 50% of the
initial index level, the payment amount that we would deliver to you at maturity
would be 71.43% of the face amount of your note, as shown in the table above. As
a result, if you purchased your note on the original issue date and held it
until the stated maturity date, you would lose 28.57% of your investment.

The following chart also shows a graphical illustration of the
hypothetical payment amounts (expressed as a percentage of the face amount of
your note) that we would deliver to the holder of your note on the stated
maturity date, if the final index level (expressed as a percentage of the
initial index level) were any of the hypothetical levels shown on the horizontal
axis and based on the participation rate of 1.40. The chart shows that any
hypothetical final index level of less than 70% of the initial index level (the
section left of the 70% marker on the horizontal axis) would result in a
hypothetical payment amount of less than 100% of the face amount of your note
(the section below the 100% marker on the vertical axis) and, accordingly, in a
loss of principal to the holder of your note.

S-5

(HYPOTHETICAL PAYMENT AMOUNT GRAPH)

WHO PUBLISHES THE INDEX AND WHAT DOES IT MEASURE?

For further information, please see "The Index" on page S-25.

S-6

WHAT ABOUT TAXES?

The U.S. federal income tax consequences of an investment in your note are
uncertain, both as to the timing and character of any inclusion in income in
respect of your note. Some of these tax consequences are summarized below, but
we urge you to read the more detailed discussion in "Supplemental Discussion of
Federal Income Tax Consequences" on page S-28.

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

S-7

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 February 6, 2004. Your note is a riskier
investment than ordinary debt securities. Also, your note is not equivalent to
investing directly in the index stocks, i.e., the stocks comprising the index to
which your note is linked. You should carefully consider whether the offered
notes are suited to your particular circumstances.

ASSUMING NO CHANGES IN MARKET CONDITIONS OR ANY OTHER RELEVANT FACTORS, THE
VALUE OF YOUR NOTE ON THE DATE OF THIS PROSPECTUS SUPPLEMENT (AS DETERMINED BY
REFERENCE TO PRICING MODELS USED BY GOLDMAN, SACHS & CO.) IS SIGNIFICANTLY LESS
THAN THE ORIGINAL ISSUE PRICE

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

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

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

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

THE PRINCIPAL OF YOUR NOTE IS NOT PROTECTED

The principal of your note is not protected if the final index level of
the TOPIX Index declines by more than 30% from the initial index level. If the
final index level is less than 70% of the initial index level, you will lose the
face amount of your note multiplied by 1.42857 multiplied by the percentage
decline in the TOPIX Index in excess of 30%. For example, if the final index
level falls to 50% of the initial index level, resulting in an index return of
- -50%, you will be paid only 71.43% of your principal and you will lose 28.57% of
your principal. Therefore, to the extent that the TOPIX Index declines by more
than 30%, the rate of decline in the amount you will be paid on your note on the
stated maturity date will exceed the rate of decline in the TOPIX Index.

Our cash payment on your note on the stated maturity date will be based on
the final index level. Thus, you may lose your entire investment in your note,
depending on the final index level, as calculated by the calculation agent.

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

YOUR NOTE DOES NOT BEAR INTEREST

You will not receive any interest payments on your note. Even if the
amount payable on your note on the stated maturity date exceeds the face amount
of your note, the overall return you earn on your note may be less than you
would have earned by

S-8

investing in a non-indexed debt security of comparable maturity that bears
interest at a prevailing market rate.

THE RETURN ON YOUR NOTE WILL NOT REFLECT
ANY DIVIDENDS PAID ON THE INDEX STOCKS

The index sponsor calculates the level of the index by reference to the
prices of the common stocks included in the index, without taking account of the
value of dividends paid on those stocks. As a result, the return on your note
will not reflect the return you would realize if you actually owned the stocks
included in the index and received the dividends paid on those stocks. You will
not receive any dividends that may be paid on any of the index stocks by the
index stock issuers. See "-- You Have No Shareholder Rights or Rights to Receive
any Stock" below for additional information.

THE RETURN ON YOUR NOTE WILL DEPEND ON
CHANGES IN THE INDEX LEVEL AND WILL NOT BE
ADJUSTED FOR CHANGES IN THE YEN/DOLLAR
EXCHANGE RATE

Although the index stocks are traded in Japanese yen and your note is
denominated in U.S. dollars, the amount payable on your note at maturity will
not be adjusted for changes in the Japanese yen/U.S. dollar exchange rate. The
amount we pay on the stated maturity date will be based solely upon the overall
change in the index level during the life of your note. Changes in exchange
rates, however, may reflect changes in the Japanese economy that, in turn, may
affect the final index level.

AN INVESTMENT IN THE OFFERED NOTES IS
SUBJECT TO RISKS ASSOCIATED WITH THE
JAPANESE SECURITIES MARKETS

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

Securities prices in Japan are subject to political, economic, financial
and social factors that apply in Japan. These factors, which could negatively
affect the Japanese securities markets, include the possibility of recent or
future changes in the Japanese government's economic and fiscal policies, the
possible imposition of, or changes in, currency exchange laws or other Japanese
laws or restrictions applicable to Japanese companies or investments in Japanese
equity securities and the possibility of fluctuations in the rate of exchange
between currencies. Moreover, the Japanese economy may differ favorably or
unfavorably from the U.S. economy in important respects such as growth of gross
national product, rate of inflation, capital reinvestment, resources and
self-sufficiency. The Japanese economy has been troubled by negative or low
rates of growth for many years. Many Japanese stocks have performed poorly over
an extended period.

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. The market value of your note will be affected by many
factors that are beyond our control and are unpredictable. For more information
about the value of your note in the secondary market, see "-- Assuming No
Changes in Market Conditions Or Any Other

S-9

Relevant Factors, the Value of Your Note on the Date of this Prospectus
Supplement (As Determined By Reference to Pricing Models Used by Goldman, Sachs
& Co.) Is Significantly Less Than the Original Issue Price" above.

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

The Index Level Will Affect the Market Value of Your Note

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

You cannot predict the future performance of the index based on its
historical performance. Before investing in the offered notes, you should
consult publicly available news sources to determine the index level between the
date of this preliminary prospectus supplement and your purchase of the offered
notes. The actual initial index level, which will serve as the baseline for
determining the index performance, may differ substantially from the index level
on the date of this preliminary prospectus supplement. Moreover, the actual
performance of the index over the life of the offered notes, as well as the
amount payable at maturity, may bear little relation to the historical levels of
the index or to the hypothetical return examples shown elsewhere in this
prospectus supplement.

Changes in Interest Rates are Likely to Affect the Market Value of Your
Note

Because we will pay, at a minimum, 100% of the outstanding face amount of
your note on the stated maturity date if the index level does not decrease by
more than 30%, we expect that the market value of your note, like that of a
traditional debt security, will be affected by changes in interest rates,
although these changes may affect your note and a traditional debt security in
different degrees. In general, if U.S. interest rates increase, we expect that
the market value of your note will decrease and, conversely, if U.S. interest
rates decrease, we expect that the market value of your note will increase. In
general, if interest rates in Japan increase, we expect that the market value of
your note will increase and, conversely, if interest rates in Japan decrease, we
expect that the market value of your note will decrease.

Changes in the Volatility of the Index are Likely to Affect the Market
Value of Your Note

The volatility of the index refers to the magnitude and frequency of the
changes in the index level. In most scenarios, if the volatility of the index
increases, we expect that the market value of your note will increase and,
conversely, if the volatility of the index decreases, we expect that the market
value of your note will decrease.

Changes in the Volatility of the Japanese Yen/U.S. Dollar Exchange Rate,
and the Correlation Between that Rate and the Index Level, Are Likely to Affect
the Market Value of Your Note

The Japanese yen/U.S. dollar rate refers to a foreign exchange spot rate
that

S-10

measures the relative values of two currencies, the Japanese yen and the U.S.
dollar. This rate reflects the amount of Japanese yen that can be purchased for
one U.S. dollar and thus increases when the U.S. dollar appreciates relative to
the Japanese yen. The volatility of the Japanese yen/U.S. dollar rate refers to
the size and frequency of changes in that rate. Because your note is payable in
U.S. dollars, the volatility of the Japanese yen/U.S. dollar rate could affect
the market value of your note. In most scenarios, if the volatility of the
Japanese yen/U.S. dollar rate increases, we expect that the market value of your
note will increase and, conversely, if the volatility of that rate decreases, we
expect that the market value of your note will decrease.

The correlation between the Japanese yen/U.S. dollar rate and the index
level refers to the relationship between the percentage changes in that rate and
the percentage changes in the level of the index -- the greater the correlation,
the more closely the percentage changes in one resemble the percentage changes
in the other. In general, if the correlation between the Japanese yen/U.S.
dollar rate and the index level increases, we expect that the market value of
your note will increase and, conversely, if this correlation decreases, we
expect that the market value of your note will decrease.

The Time Remaining to Maturity Is Likely to Affect the Market Value of
Your Note

Prior to the stated maturity date, the market value of your note may be
higher than one would expect if that value were based solely on the level of the
index and the level of interest rates. This difference would reflect a "time
value" due to expectations concerning the level of the index and interest rates
during the time remaining to the stated maturity date. However, as the time
remaining to the stated maturity date decreases, we expect that this time value
will decrease, lowering the market value of your note.

Changes in Our Credit Ratings May Affect the Market Value of Your Note

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

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. 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 STOCKS MAY IMPAIR
THE VALUE OF YOUR NOTE

As we describe under "Use of Proceeds and Hedging" below, we, through
Goldman, Sachs & Co. or one or more of our other affiliates, expect to hedge our
obligations under the offered notes by purchasing futures and/or other
instruments linked to the index. We also expect to adjust the hedge by, among
other things, purchasing or selling any of the foregoing, and perhaps other
instruments linked to the index or the stocks comprising the index, which we
refer to as index stocks, at any time and from time to time, and to unwind the
hedge by selling any of the foregoing on or before the determination date for
your note. We may also enter into, adjust and unwind hedging transactions
relating to other index-linked notes whose returns are linked to changes in the
level of the index or one or more of the index stocks. Any of these hedging
activities may adversely affect the index level -- directly or indirectly by
affecting the price of the index stocks -- and therefore the market value of
your note and the amount we will pay on your

S-11

note at maturity. It is possible that we, through our affiliates, could receive
substantial returns with respect to our hedging activities while the value of
your note may decline. See "Use of Proceeds and Hedging" below for a further
discussion of transactions in which we or one or more of our affiliates may
engage.

Goldman, Sachs & Co. and our other affiliates may also engage in trading
in one or more of the index stocks or instruments whose returns are linked to
the index or index stocks 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 stocks -- and, therefore, the
market value of your note and the amount we will pay on your note at maturity.
We may also issue, and Goldman, Sachs & Co. and our other affiliates may also
issue or underwrite, other securities or financial or derivative instruments
with returns linked to changes in the level of the index or one or more of the
index stocks. By introducing competing products into the marketplace in this
manner, we or our affiliates could adversely affect the market value of your
note and the amount we will pay on your note at maturity.

YOU HAVE NO SHAREHOLDER RIGHTS OR RIGHTS TO
RECEIVE ANY STOCK

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

OUR BUSINESS ACTIVITIES MAY CREATE CONFLICTS
OF INTEREST BETWEEN YOU AND US

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

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

AS CALCULATION AGENT, GOLDMAN, SACHS & CO.
WILL HAVE THE AUTHORITY TO MAKE
DETERMINATIONS THAT COULD AFFECT THE
MARKET VALUE OF YOUR NOTE,
WHEN YOUR NOTE MATURES AND THE
AMOUNT YOU RECEIVE AT MATURITY

As calculation agent for your note, Goldman, Sachs & Co. will have
discretion in making various determinations that affect your note, including
determining the final index value on the determination date, which we will use
to determine how much cash we must pay on the stated maturity date, and
determining whether to postpone the stated maturity date 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

S-12

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 OR THE INDEX
STOCKS 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 index stocks and the manner in
which changes affecting the index stocks or their issuers, such as stock
dividends, reorganizations or mergers, are reflected in the index level could
affect the index level and, therefore, the amount payable on your note on the
stated maturity date and the market value of your note before that date. The
amount payable on your note and its market value could also be affected if 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
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 -- and thus the amount
payable on the stated maturity date -- in a manner it considers appropriate, in
its sole discretion. We describe the discretion that the calculation agent will
have in determining the index level on the determination date 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.

THERE IS NO AFFILIATION BETWEEN THE INDEX
STOCK ISSUERS OR THE INDEX SPONSOR AND US,
AND WE ARE NOT RESPONSIBLE FOR
ANY DISCLOSURE BY ANY OF THE INDEX STOCK ISSUERS OR THE INDEX SPONSOR

Goldman Sachs is not affiliated with the issuers of the index stocks or
the index sponsor. As we have told you above, however, we or our affiliates may
currently or from time to time in the future engage in business with the index
stock issuers. Nevertheless, neither we nor any of our affiliates assumes any
responsibility for the accuracy or the completeness of any information about the
index or the index stock issuers. You, as an investor in your note, should make
your own investigation into the index and the index stock issuers. See "The
Index" below for additional information about the index.

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

YOUR NOTE MAY NOT HAVE
AN ACTIVE TRADING MARKET

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

WE CAN POSTPONE THE STATED MATURITY DATE
IF A MARKET DISRUPTION EVENT OCCURS

If the calculation agent determines that, on the determination date, a
market disruption event has occurred or is continuing, the determination date
will be postponed until the

S-13

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

CERTAIN CONSIDERATIONS FOR INSURANCE
COMPANIES AND EMPLOYEE BENEFIT PLANS

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

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-14

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. The terms described here supplement those
described in the accompanying prospectus and, if the terms described here are
inconsistent with those described there, the terms described here are
controlling.

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

NO INTEREST: we will not pay interest on your note

SPECIFIED CURRENCY:

- - U.S. dollars

FORM OF NOTE:

- - global form only: yes, at DTC

- - non-global form available: no

DENOMINATIONS: each note registered in the name of a holder must have a face
amount of $1,000 or any multiple of $1,000

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

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 STOCKS

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 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

S-15

sponsor, that determines and publishes the index as then in effect. When we
refer to the index stocks as of any time, we mean the stocks that comprise the
index as then in effect, after giving effect to any additions, deletions or
substitutions.

PAYMENT OF PRINCIPAL ON STATED MATURITY DATE

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

- - if the index return is greater than 0%, the outstanding face amount of the
note plus the supplemental payment amount. The supplemental payment amount
will equal the outstanding face amount of the note multiplied by the
participation rate of 1.40 multiplied by the index return.

- - if the index return is equal to or less than 0% but equal to or greater than
-30%, the outstanding face amount of the note.

- - if the index return is less than -30%, the outstanding face amount of the note
multiplied by 1.42857 multiplied by the result of the final index level
divided by the initial index level. For example, if the final index level
falls to 50% of the initial index level, the amount we will pay you on the
stated maturity date for each $1,000 face amount of your note will be $714.29,
calculated as follows: the face amount of your note multiplied by an amount
equal to 1.42857 times 50%. If the final index level falls an additional 10%
(so that it is 40% of the initial index level), the amount we will pay you on
the stated maturity date ($571.43) will be 14.2857% lower than the amount we
would have paid had the final index level been 50% of the initial index level.
If the index return is less than -30%, the payment on your note on the stated
maturity date will be less than the face amount of your note and may even be
reduced to zero.

The index return is calculated by subtracting the initial index level from
the final index level and by dividing the result by the initial index level,
with the result expressed as a percentage.

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. However, 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.

STATED MATURITY DATE

The stated maturity date will be , 2009 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, provided that
the stated maturity date will never be later than the fifth business day after
, 2009 or, if , 2009 is not a business day, later than the
sixth business day after , 2009. The calculation agent may postpone
the determination date -- and therefore the stated maturity date -- if a market
disruption event occurs or is continuing on any day that would otherwise be the
determination date. We describe market disruption events under "-- Special
Calculation Provisions" below.

DETERMINATION DATE

The determination date will be the fifth business day before ,
2009 unless the calculation agent determines that a market disruption event
occurs or is continuing on that fifth prior business day. In that event, the
determination date will be the first following business day on which the
calculation agent determines that a market disruption event does not occur and
is not continuing. In no event, however, will the determination date be later
than , 2009 or, if , 2009 is not a business day, later than
the first business day after , 2009.

S-16

CONSEQUENCES OF A MARKET DISRUPTION EVENT

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

If the determination date is postponed to the last possible day, but a
market disruption event occurs or is continuing on that day, that day will
nevertheless be the determination date. If the calculation agent determines that
the index level that must be used to determine the payment amount is not
available on the determination date, either because of a market disruption event
or for any other reason, the calculation agent will nevertheless determine the
final index level based on its assessment, made in its sole discretion, of the
level of the index on that day.

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 amount payable on the stated maturity date by reference to the substitute
index. We refer to any substitute index approved by the calculation agent as a
successor index.

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 because of a market disruption event or
for any other reason, the calculation agent will determine the amount payable on
the stated maturity date, by a computation methodology that the calculation
agent determines will as closely as reasonably possible replicate the index.

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

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

DEFAULT AMOUNT ON ACCELERATION

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

For the purpose of determining whether the holders of our Series B
medium-term notes, which include the offered notes, are entitled to take any
action under the indenture, we will treat the outstanding face amount of each
offered note as the outstanding principal amount of that note. Although the
terms of the offered notes differ from those of the other Series B medium-term
notes, holders of specified percentages in principal amount of all Series B
medium-term notes, together in some cases with other series of our debt
securities, will be able to take action affecting all the Series B medium-term
notes, including the offered notes. This action may involve changing some of the
terms that apply to the Series B medium-term notes, accelerating the maturity of
the

S-17

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. 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, the index return,
the final index level, the default amount and the payment amount on your note,
if any, to be made at maturity. Absent manifest error, all determinations of the
calculation agent will be final and binding on you and us, without any liability
on the part of the calculation agent.

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

SPECIAL CALCULATION PROVISIONS

BUSINESS DAY

When we refer to a business day with respect to your note, we mean a day
that is a business day of the kind described in the accompanying prospectus and
that is also a day on which the Tokyo Stock Exchange is open for trading and on
which the index sponsor is open for business and the closing level for the index
is calculated and published by the index sponsor.

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

S-18

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

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

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

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

S-19

The following events will not be market disruption events:

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

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

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

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

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

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

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

As is the case throughout this prospectus supplement, references to 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-20

HYPOTHETICAL RETURNS ON YOUR NOTE

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

The levels in the left column of the table represent hypothetical closing
levels for the index on the determination date and are expressed as percentages
of the initial index level, which has not yet been set. The amounts in the right
column represent the hypothetical payment amounts, based on the corresponding
hypothetical final index levels and are expressed as percentages of the face
amount of a note. Thus, a hypothetical payment amount of 100% means that the
value of the cash payment that we would deliver in exchange for each $1,000 of
the outstanding face amount of a note on the stated maturity date would equal
100% of the face amount, or $1,000, based on the corresponding hypothetical
final index stock price and the assumptions noted below.

The information in the table reflects 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. If you sell your note prior to the stated
maturity date, your return will depend upon the market value of your note at the
time of sale, which may be affected by a number of factors that are not
reflected in the table below such as interest rates and the volatility of the
index. In addition, assuming no changes in market conditions or any other
relevant factors, the value of your note on the date of this prospectus
supplement (as determined by reference to pricing models used by Goldman, Sachs
& Co.) is significantly less than the original issue price. For more information
on the value of your note in the secondary market, see "Additional Risk Factors
Specific to Your Note -- Assuming No Changes in Market Conditions Or Any Other
Relevant Factors, the Value of Your Note on the Date of this Prospectus
Supplement (As Determined By Reference to Pricing Models Used by Goldman, Sachs
& Co.) Is Significantly Less Than the Original Issue Price" and "-- The Market
Value of Your Note May Be Influenced by Many Factors That Are Unpredictable and
Interrelated in Complex Ways" above. The information in the table also reflects
the key terms and assumptions in the box below. In addition, we have assumed
that the closing level of the index on the determination date will be the same
as on the stated maturity date.

KEY TERMS AND ASSUMPTIONS

<Table>

Face amount $1,000
Maturity five years and
six months
Participation rate 1.40
No change in or
affecting any of the
index stocks or the
method by which the
index sponsor
calculates the index
level
No market disruption
event occurs
No change in the
Japanese yen/U.S.
dollar exchange rate
between the trade date
and the stated
maturity date
</Table>

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. Moreover, we have not yet
set the initial index level, which will serve as the baseline for determining
the index return and the amount we will pay on your note at maturity, and we
will not do so until the trade date. As a result, the initial index level may
differ substantially from current levels and may also differ substantially from
the index level on the date you purchase your note. Before investing in the
offered notes, you should consult publicly available news sources to determine
the index level between the date of this preliminary

S-21

prospectus supplement and your purchase of the offered notes.

For these reasons, the actual performance of the index over the life of
the notes, as well as the amount payable at maturity, may bear little relation
to the hypothetical examples shown below or to the historical levels of the
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 stocks.
Among other things, the return on the notes will not reflect any dividends that
may be paid on the index stocks. Also, the hypothetical examples shown below do
not take into account the effects of applicable taxes. Because of the U.S. tax
treatment applicable to your note, tax liabilities could affect the after-tax
rate of return on your note to a comparatively greater extent than the after-tax
return on the index stocks.

---------------

<Table>
<Caption>
Hypothetical Final Index Hypothetical Payment Amounts as
Level as Percentage of Percentage of Face Amount on
Initial Index Level the Stated Maturity Date
------------------------- -------------------------------

If the TOPIX Index declines by more than 30% over the life of the notes,
then you will lose 1.42857 multiplied by the percentage decline in the TOPIX
Index in excess of 30%. As a result, to the extent that the TOPIX Index declines
by more than 30%, the rate of decline in the amount you will be paid on your
note on the stated maturity date will exceed the rate of decline in the TOPIX
Index. If, for example, the final index level were determined to be 50% of the
initial index level, the payment amount that we would deliver on your note at
maturity would be 71.43% of the face amount of your note, as shown in the table
above. As a result, if you purchased your note on the original issue date and
held it to the stated maturity date, you would lose 28.57% of your investment.

S-22

The following chart also shows a graphical illustration of the
hypothetical payment amounts (expressed as a percentage of the face amount of
your note) that we would deliver to the holder of your note on the stated
maturity date, if the final index level (expressed as a percentage of the
initial index level) were any of the hypothetical levels shown on the horizontal
axis based on the participation rate of 1.40. The chart shows that any
hypothetical final index level of less than 70% of the initial index level (the
section left of the 70% marker on the horizontal axis) would result in a
hypothetical payment amount of less than 100% of the face amount of your note
(the section below the 100% marker on the vertical axis) and, accordingly, in a
loss of principal to the holder of your note.

(HYPOTHETICAL PAYMENT AMOUNT GRAPH)

Payments on this note may be economically equivalent to the amounts that
would be paid on a combination of other instruments. For example, payments on
the note may be 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 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 stated maturity date. The actual amount that a holder of the
offered notes will receive at stated maturity and the rate of return on
the offered notes will depend on the initial index level and the actual
final 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 to be paid in
respect of your note on the stated maturity date may be very different
from the information reflected in the table and chart above.

S-23

USE OF PROCEEDS AND HEDGING

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

In anticipation of the sale of the offered notes, we and/or our affiliates
expect to enter into hedging transactions involving purchases of futures and/or
other instruments linked to the index 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 stocks. 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 stocks,

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

- - may take or dispose of positions in listed or over-the-counter options or
other instruments based on indices designed to track the performance of the
Tokyo Stock Exchange or other components of the Japanese equity market and/or

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

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 stocks. We expect these steps to
involve sales of instruments linked to the index on or shortly before the
determination date. These steps also may involve sales and/or purchases of some
or all of the index stocks or listed or over-the-counter options, futures or
other instruments linked to the index, some or all of the index stocks or
indices designed to track the performance of the Tokyo Stock Exchange or other
components of the Japanese equity market.

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 Index Stocks May Impair the Value of Your Note" and "-- Our Business
Activities May Create Conflicts of Interest Between You and Us" above for
a discussion of these adverse effects.

S-24

THE INDEX

The TOPIX, also known as the Tokyo Price Index, is a
capitalization-weighted index of all the companies listed on the First Section
of the Tokyo Stock Exchange, Inc. Domestic stocks admitted to the TSE are
assigned either to the First Section or the Second Section. Stocks listed in the
First Section, which number over 1,500, are among the most actively traded
stocks on the TSE. The index is supplemented by the subindices of the 33
industry sectors and developed with a base index value of 100 as of January 4,
1968. The index calculation excludes temporary issues and preferred stocks.
Additional information about the index is available on the website
http://www.tse.or.jp/ english/topix/topix/index.html. We are not incorporating
by reference the website or any material it includes into this prospectus
supplement, the accompanying Prospectus, dated February 6, 2004, or the
accompanying Prospectus Supplement, dated February 6, 2004.

HISTORICAL CLOSING LEVELS OF THE INDEX

TSE first calculated and published the index in 1969. The first table
below shows the closing levels of the index on the last business day of each
year from 1999 through 2001. The second table below shows the high, the low and
the last closing levels of the index for each of the four calendar quarters in
2002 and 2003 and for the two calendar quarters in 2004, through May 18, 2004.
We obtained the closing levels listed in the tables below from Bloomberg
Financial Services, without independent verification.

Since its inception, the level of the index has experienced 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
future performance. We cannot give you any assurance that the future performance
of the index or the index stocks will result in you receiving an amount greater
than the outstanding face amount of your note on the stated maturity date.
Neither we nor any of our affiliates make any representation to you as to the
performance of the index.

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

YEAR-END CLOSING LEVELS OF THE INDEX

<Table>
<Caption>
YEAR CLOSING LEVEL
- ---- -------------

1999......................................... 1,722.20
2000......................................... 1,283.67
2001......................................... 1,032.14
</Table>

S-25

QUARTERLY HIGH, LOW AND CLOSING LEVELS OF THE INDEX

<Table>
<Caption>
HIGH LOW CLOSE
-------- -------- --------

2002
Quarter ended March 31.................................. 1,125.43 922.51 1,060.19
Quarter ended June 30................................... 1,139.43 984.28 1,024.89
Quarter ended September 30.............................. 1,050.14 886.39 921.05
Quarter ended December 31............................... 903.37 815.74 843.29
2003
Quarter ended March 31.................................. 865.43 770.62 788.00
Quarter ended June 30................................... 904.32 773.10 903.44
Quarter ended September 30.............................. 1,075.73 915.91 1,018.80
Quarter ended December 31............................... 1,105.59 953.19 1,043.69
2004
Quarter ended March 31.................................. 1,179.23 1,022.61 1,179.23
Quarter ending June 30 (through June 10, 2004).......... 1,217.87 1,053.77 1,162.06
Closing level on June 10, 2004.......................... 1,162.06
</Table>

LICENSE AGREEMENT

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

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

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

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

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

THE TOKYO STOCK EXCHANGE, INC. SHALL RESERVE THE RIGHTS TO CHANGE

S-26

THE METHODS OF CALCULATION OR PUBLICATION, TO CEASE THE CALCULATION OR
PUBLICATION OF THE TOPIX INDEX VALUE OR TO CHANGE THE TOPIX TRADEMARKS OR CEASE
THE USE THEREOF.

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

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

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

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

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

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

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

S-27

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. In addition, it is the opinion of
Sullivan & Cromwell LLP that the characterization of the note for U.S.
federal income tax purposes that will be required under the terms of the
note, as discussed below, is a reasonable interpretation of current law.

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
risks;

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

- - a person whose functional currency for tax purposes is not the U.S. dollar.

Although this section is based on the U.S. Internal Revenue Code of 1986,
as amended, its legislative history, existing and proposed regulations under the
Internal Revenue Code, published rulings and court decisions, all as currently
in effect, no statutory, judicial or administrative authority directly addresses
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.

Please 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, including the application of state, local
or other tax laws and the possible effects of changes in federal or other
tax laws.

You will be obligated pursuant to the terms of the note -- in the absence
of an administrative determination or judicial ruling to the contrary -- to
characterize your note for all tax purposes as a forward contract to purchase
the index at the stated maturity date, for which payment was made on the issue
date.

If your note is characterized as described above, your tax basis in your
note generally would equal your cost for your note. Upon the sale or exchange of
your note, you would recognize gain or loss equal to the difference between the
amount realized on the sale or exchange and your tax basis in your note. The
gain or loss generally would be short-term capital gain or loss if you hold the
note for one year or less and would be long-term capital gain or loss if you
hold the

S-28

note for more than one year. If you purchase your note in the initial offering
and do not sell or exchange your note before the maturity date, you would
generally recognize long-term capital gain or loss equal to the difference
between the amount of cash received at maturity and your tax basis in the note.

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

If the rules governing contingent payment obligations apply, you would
recognize gain or loss upon the sale or maturity of your note in an amount equal
to the difference, if any, between the amount you receive at that time and your
adjusted basis in your note. In general, if you purchase your note on the
original issue date, your adjusted basis in your note will equal the amount you
paid for your note, increased by the amount of interest you previously accrued
with respect to your note, in accordance with the comparable yield and the
projected payment schedule for your note.

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

If the rules governing contingent payment obligations apply, special rules
would apply to persons who purchase a note at other than the adjusted issue
price as determined for tax purposes.

It is possible that the Internal Revenue Service could seek to
characterize your note in a manner that results in tax consequences to you
different from those described above. For example, the Internal Revenue Service
could seek to characterize your note as a collar or as a notional principal
contract. Again, you should consult your tax advisor as to possible alternative
characterizations of your note for U.S. 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-29

EMPLOYEE RETIREMENT INCOME SECURITY ACT

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

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

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

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

S-30

SUPPLEMENTAL PLAN OF DISTRIBUTION

The Goldman Sachs Group, Inc. has agreed to sell to Goldman, Sachs & Co.,
and Goldman, Sachs & Co. has agreed to purchase from The Goldman Sachs Group,
Inc., the aggregate face amount of the offered notes specified on the front
cover of this prospectus supplement. Goldman, Sachs & Co. intends to resell the
offered notes at the original issue price. In the future, Goldman, Sachs & Co.
or other affiliates of The Goldman Sachs Group, Inc. may repurchase and resell
the offered notes in market-making transactions, with resales being made at
prices related to prevailing market prices at the time of resale or at
negotiated prices. The Goldman Sachs Group, Inc. estimates that its share of the
total offering expenses, excluding underwriting discounts and commissions, will
be approximately $ . For more information about the plan of distribution and
possible market-making activities, see "Plan of Distribution" in the
accompanying prospectus.

S-31

- ------------------------------------------------------------
- ------------------------------------------------------------

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

<Table>
<Caption>
Page
----

Summary Information............................ S-2
Additional Risk Factors Specific to Your
Note......................................... S-8
Specific Terms of Your Note.................... S-15
Hypothetical Returns on Your Note.............. S-21
Use of Proceeds and Hedging.................... S-24
The Index...................................... S-25
Supplemental Discussion of Federal Income Tax
Consequences................................. S-28
Employee Retirement Income Security Act........ S-30
Supplemental Plan of Distribution.............. S-31
Prospectus Supplement dated February 6, 2004
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
Available Information.......................... 2
Prospectus Summary............................. 4
Ratio of Earnings to Fixed Charges............. 8
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........................... 141
Employee Retirement Income Security Act........ 144
Validity of the Securities..................... 144
Experts........................................ 144
Cautionary Statement Pursuant to the Private
Securities Litigation Reform Act of 1995..... 145
</Table>

- ------------------------------------------------------------
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THE GOLDMAN SACHS
GROUP, INC.

Index-Linked Notes
due 2009
(Linked to the TOPIX(R) Index)
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[GOLDMAN SACHS LOGO]

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GOLDMAN, SACHS & CO.
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