Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-112367
Prospectus Supplement to the Prospectus dated February 6, 2004
and the Prospectus Supplement dated February 6, 2004 -- No. 408

(GOLDMAN SACHS LOGO)
THE GOLDMAN SACHS GROUP, INC.

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

$9,306,000

Medium-Term Notes, Series B
European Basket Index-Linked Notes due December 2009
(Linked to a Basket of the Dow Jones Euro STOXX 50(SM) Index
and the Swiss Market Index(R))

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

The amount that you will be paid on your note on the stated maturity date,
December 29, 2009 (unless extended due to market disruption, currency disruption
or non-business days), is determined with reference to the U.S. DOLLAR VALUE of
the performance of a basket of two indices during the period from the trade date
(June 22, 2004) to the determination date (the fifth business day prior to the
stated maturity date, unless extended due to market disruption or currency
disruption).
- If the final basket level increases from the initial basket level, 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 basket level multiplied
by the participation rate of 1.10.
- If the final basket level is unchanged or declines from the initial basket
level by not more than 30%, you will be paid the face amount of your note.
- If the final basket level declines from the initial basket level by more
than 30%, you will be paid the face amount of your note multiplied by
1.42857 multiplied by the number obtained by dividing the final basket
level by the initial basket level. TO THE EXTENT THAT THE FINAL BASKET
LEVEL DECLINES BY MORE THAN 30% FROM THE INITIAL BASKET LEVEL, THE RATE OF
DECLINE (1.42857 TIMES THE PERCENTAGE DECLINE IN THE BASKET LEVEL) IN THE
AMOUNT THAT YOU WILL BE PAID ON YOUR NOTE ON THE STATED MATURITY DATE WILL
EXCEED THE RATE OF DECLINE IN THE BASKET LEVEL.
DEPENDING ON THE PERFORMANCE OF THE BASKET (AS CONVERTED INTO U.S. DOLLARS)
YOU COULD LOSE ALL OR A SUBSTANTIAL PORTION OF YOUR ENTIRE INVESTMENT IN YOUR
NOTE. IN ADDITION, WE WILL NOT PAY INTEREST ON THE NOTES.
The performance of each index will be equal to the increase or decrease IN
THE U.S. DOLLAR VALUE of such index from the trade date to the determination
date determined by converting the value of each index from the currency in which
it is denominated ("Index Currency") into U.S. dollars on the trade date and on
the determination date. The return on your note will reflect changes in the
value of each index and in the exchange rate between the U.S. dollar and the
Index Currencies. AS A RESULT, IF THE VALUE OF THE U.S. DOLLAR APPRECIATES
AGAINST ONE OR BOTH OF THE INDEX CURRENCIES, YOU MAY LOSE A SUBSTANTIAL PORTION
OF YOUR INVESTMENT IN YOUR NOTE, EVEN IF THERE HAVE BEEN INCREASES IN BOTH OF
THE INDICES.
The initial basket level is USD 100 and the relative weighting of the two
indices is 81.90% for the Dow Jones Euro STOXX 50(SM) Index (denominated in
euros) and 18.10% for the Swiss Market Index (R) (denominated in Swiss francs).
We will calculate the amount, if any, that you will be paid for each USD
1,000 face amount of your note on the stated maturity date as follows:
- First, the reference amount for each index has been determined on the
trade date, based on the initial index level for the index (converted into
U.S. dollars), an initial basket level of USD 100 and the relative
weighting of the index in the basket. This is described in more detail on
page S-3. The reference amounts are 0.024346 for the Dow Jones Euro STOXX
50(SM) Index and 0.004002 for the Swiss Market Index(R).
- Second, to determine the final basket level, on the determination date we
will (1) convert the final index level of each index into U.S. dollars at
the effective currency exchange rate on that date, (2) multiply the U.S.
dollar value of each index in (1) by the reference amount, and (3)
determine the final basket level by adding the amounts determined in (2)
for each index.
- Third, we will calculate the basket return by determining the percentage
increase or decrease (if any) from the initial basket level to the final
basket level.
The amount that you will be paid on your note will be based on the increase
or decrease (if any) in the final basket level from the initial basket level. We
describe this in the bullet points following the first paragraph on this page.
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-19.
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-11 SO THAT YOU MAY BETTER UNDERSTAND THOSE RISKS.
ORIGINAL ISSUE DATE (SETTLEMENT DATE): June 29, 2004
ORIGINAL ISSUE PRICE: 100% of the face amount
NET PROCEEDS TO THE GOLDMAN SACHS GROUP, INC.: 99.65% of the face amount
UNDERWRITING DISCOUNT: 0.35% of the face amount

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

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

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

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

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

Prospectus Supplement dated June 22, 2004.

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

SMI(R) (Swiss Market Index) is a registered trademark of SWX Swiss Exchange
which is used under license. The notes are neither endorsed, issued, sold or
promoted by SWX Swiss Exchange. All liability is excluded.

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-19. 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.

INDICES: the Dow Jones Euro STOXX 50(SM) Index (Bloomberg: "SX5E") and the
Swiss Market Index(R) (Bloomberg: "SMI") (or both of them as the case may be)

FOREIGN EXCHANGE RATES: USD/EUR and CHF/USD (or both of them as the case may
be). In this prospectus supplement, when we refer to "USD", "EUR" and "CHF", we
mean U.S. dollars, euros and Swiss francs, respectively

INITIAL FOREIGN EXCHANGE RATE: 1.2090 for USD/EUR and 1.2510 for CHF/USD

FINAL FOREIGN EXCHANGE RATE: with respect to each foreign exchange rate, the
spot foreign exchange rate as displayed on the Reuters WMRPSPOT page (or any
successor or replacement page) for the hour following the close of both indices
on the determination date (other than when a currency disruption event shall
have occurred or be continuing)

INITIAL INDEX LEVEL: 2,782.43 for the Dow Jones Euro STOXX 50(SM) Index and
5,658.40 for the Swiss Market Index(R)

FINAL INDEX LEVEL: with respect to each index, the closing level of the index
on the determination date, except in the limited circumstances described under
"Specific Terms of Your Note -- Consequences of a Market Disruption Event or
Currency Disruption Event" on page S-21 and subject to adjustment as provided
under "Specific Terms of Your Note -- Discontinuance or Modification of the
Indices" on page S-22

FACE AMOUNT: each note will have a face amount equal to $1,000; $9,306,000 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 basket 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 1.10 multiplied by the basket return

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

- - if the basket return is less than -30%, the outstanding face amount of the
note multiplied by 1.42857 multiplied by the result of the final basket level
divided by the initial basket level. For example, if the final basket level
falls to 50% of the initial basket 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%

PARTICIPATION RATE: 1.10

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

INITIAL BASKET LEVEL: the initial basket level is USD 100. It equals the
weighted sum of the U.S. dollar values of the initial index level for

S-2

each index included in the basket, with each such level converted to U.S.
dollars at its respective initial foreign exchange rate multiplied by the
reference amount for that index (as shown in the table below). The reference
amounts are 0.024346 for the Dow Jones Euro STOXX 50(SM) Index and 0.004002 for
the Swiss Market Index(R). The reference amount for each index specified in the
table below has been determined on the trade date by (1) converting the closing
level of the index on the trade date (denominated in the relevant index
currency) into U.S. dollars at the effective currency exchange rate on the trade
date, and (2) dividing the initial U.S. dollar value of that index in the basket
based on the initial weightings listed below by the U.S. dollar value of each
index determined in (1).

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

<Table>
<Caption>
DOW JONES
EURO STOXX 50(SM) INDEX SWISS MARKET INDEX(R)
----------------------- ---------------------

Initial index level..................................... 2,782.43 EUR 5,658.40 CHF
Initial foreign exchange rate........................... 1.2090 USD/EUR 1.2510 CHF/USD
Initial weight (USD).................................... 81.90 18.10
Reference amount (constant value)....................... 0.024346 0.004002
</Table>

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

FINAL BASKET LEVEL: the final basket level is calculated as the weighted sum
(based on the constant reference amount for each index) of the final index
levels of the two indices on the determination date, with each such final index
level converted to U.S. dollars at its respective final foreign exchange rate

TRADE DATE: June 22, 2004

STATED MATURITY DATE: December 29, 2009, unless extended for up to six business
days

DETERMINATION DATE: the fifth business day prior to December 29, 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-23

S-3

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, currency disruption or non-business days).
The return on the notes will be linked to the local currency performance of the
following two European equity indices, with each index initially having a
relative weighting on the trade date as indicated: 81.90% for the Dow Jones Euro
STOXX 50(SM) Index and 18.10% for the Swiss Market Index(R). Because the indices
are not equally weighted, even if one of the index levels increases, a decrease
in the other index level may more than offset that increase. In addition, the
return on the notes will also be linked to changes in the exchange rate between
the U.S. dollar and the currencies in which the respective indices are
denominated. As a result, if the value of the U.S. dollar appreciates against
one or both of the relevant local currencies, you may not receive a positive
return on your note, despite the fact that there have been increases in both of
the respective indices. The notes will not bear interest and no other payments
will be made on your note prior to the stated maturity date. You may lose all or
a significant amount of your initial investment. See "Additional Risk Factors
Specific to Your Note" on page S-11.

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

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

- - if the basket return is less than -30%, the face amount of the note multiplied
by 1.42857 multiplied by the result of the final basket level divided by the
initial basket level. For example, if the final basket level falls to 50% of
the initial basket 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%.

To the extent that the final basket level declines by more than 30% from
the initial basket level, the rate of decline in the amount you will be paid on
your note on the stated maturity date will exceed the rate of decline in the
basket. If the basket return is less than -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 basket return is calculated by subtracting the initial basket level
from the final basket level and dividing the result by the initial basket level,
with the result expressed as a percentage. The initial basket level has been set
at USD 100. The final basket level is calculated as the weighted sum (based on
the constant reference amount for each index, as described in "-- Key Terms"
above) of the final index levels of the two indices included in the basket on
the determination date, with each such final index level converted to U.S.
dollars at its respective final foreign exchange rate.

The calculation agent will determine the final index level for each index,
which will be the closing level of that index on the determination date as
calculated and published by the applicable index sponsor. The calculation agent
will also determine the final foreign exchange rate, which will be the spot
foreign exchange rate corresponding to the currency of the applicable index as
specified on the Reuters WMPRSPOT page (or any successor or replacement page)
for the hour following the close of both indices on the determination date
(other than when a

S-4

currency disruption event shall have occurred or be continuing).

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-19.

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

We have designed the notes for investors who want to participate in the
potential increase in a basket of two local currency denominated European equity
indices while protecting their entire investment against a decline of up to 30%
in the basket level from the initial basket level. Because the entire principal
amount of your notes will be fully exposed to any potential depreciation in the
basket level in excess of 30% 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 final basket
level declines by more than 30% from the initial basket level, the rate of
decline in the amount you will be paid on your note on the stated maturity date
will exceed the rate of decline of the basket.

In addition, if the amount payable on your note on the stated maturity
date is the face amount 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-11.

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, currency exchange rates and the
volatility of the indices. Depending on the impact of these factors, you may
receive significantly less than the face amount of your note in any sale of your
note before the stated maturity date. 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-11 and "-- The Market Value of Your Note May Be Influenced by Many
Factors That Are Unpredictable and Interrelated in Complex Ways" on page S-13.

HYPOTHETICAL EXAMPLES

We have assumed for the following table, chart and examples that the
closing levels of the indices on the determination date, as converted into U.S.
dollars, will be the same as they are on the stated maturity date. We have also
assumed that the note is purchased on the original issue date and held until the
stated maturity date. If you sell your note before the stated maturity date,
your return will depend upon the market value of your note at the time of sale,
which may be affected by a number of factors that are not reflected in the
examples below. For a discussion of some of these factors, see "Additional Risk
Factors Specific to Your Note" on page S-11.

The following table, chart and examples are based on index returns and
foreign

S-5

exchange returns that are entirely hypothetical and do not take into account any
taxes you may owe as a result of owning your note; no one can predict what the
value of the indices or foreign exchange rates will be on the determination
date. The actual levels of the indices have been highly volatile -- meaning that
the index levels have changed substantially in relatively short periods - in the
past, and their future performance cannot be predicted. The foreign exchange
rates have fluctuated in the past, and may, in the future, experience
significant fluctuations. The final basket level can appreciate or depreciate
due to changes in both index levels and foreign currency exchange rates. For
more details about hypothetical returns on your note, please see the following
examples and "Hypothetical Returns on Your Note" on page S-27.

The actual performance of the indices and foreign exchange rates over the
life of the offered notes, as well as the amount payable at maturity, may bear
little relation to the hypothetical examples shown below or to the historical
levels of the indices and the foreign exchange rates shown elsewhere in this
prospectus supplement. For information about the level of the indices during
recent periods, see "The Indices -- Historical Closing Levels of the Indices" on
page S-33. For information about the foreign exchange rates during recent
periods, see "Historical Currency Exchange Rate Information" on page S-36.

S-6

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

The levels in the left column of the table represent hypothetical final
basket levels and are expressed as percentages of the initial basket level,
which is USD 100. The amounts in the right column represent the hypothetical
payment amounts, based on the corresponding hypothetical final basket levels and
the participation rate of 1.10 and are expressed as percentages of the face
amount of a note.

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

250% 265.00%
225% 237.50%
200% 210.00%
175% 182.50%
150% 155.00%
140% 144.00%
130% 133.00%
120% 122.00%
110% 111.00%
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 basket level declines by more than 30% over the life of the notes,
then you will lose 1.42857 multiplied by the percentage decline in the basket
level in excess of 30%. As a result, to the extent the basket level 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 of the basket level.
If, for example, the final basket level were determined to be 50% of the initial
basket level, the payment amount that we would 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.

S-7

The following chart also shows a graphical illustration of the
hypothetical payment amounts (expressed as a percentage of the face amount of
your note) that we would deliver to the holder of your note on the stated
maturity date, if the final basket level (expressed as a percentage of the
initial basket level) were any of the hypothetical levels shown on the
horizontal axis and based on the participation rate of 1.10. The chart shows
that any hypothetical final basket level of less than 70% of the initial basket
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)

The final basket level will be determined by the performance of each of
the indices and their associated foreign exchange rates. The examples below
demonstrate how these factors may affect the payment amount that the holder of
each offered note will receive on the stated maturity date, expressed as a
percentage of the face amount.

S-8

EXAMPLE I: BOTH INDEX RETURNS ARE POSITIVE, AND BOTH FOREIGN CURRENCIES
APPRECIATE AGAINST THE U.S. DOLLAR. THE FINAL BASKET LEVEL IS GREATER
THAN THE INITIAL BASKET LEVEL. THE PAYMENT AMOUNT IS GREATER THAN THE
FACE AMOUNT.

<Table>
<Caption>
DOW JONES SWISS
EURO STOXX 50(SM) MARKET
INDEX INDEX(R)
------------------- ---------

Initial index level................................... 2,782.43 5,658.40
Initial foreign exchange rate......................... 1.2090 1.2510
(USD/EUR) (CHF/USD)
Initial weight (USD).................................. 81.90 18.10
Reference amount...................................... 0.024346 0.004002
Final index level..................................... 3,756.28 7,752.01
Final foreign exchange rate........................... 1.3299 1.1384
(USD/EUR) (CHF/USD)
PARTICIPATION RATE.................................... 1.10
INITIAL BASKET LEVEL (USD)............................ 100.00
FINAL BASKET LEVEL (USD).............................. 148.87
BASKET RETURN......................................... 48.87%
PAYMENT AMOUNT AS PERCENTAGE OF FACE AMOUNT........... 153.76%
</Table>

EXAMPLE II: BOTH INDEX RETURNS ARE POSITIVE, BUT THE BASKET RETURN IS NEGATIVE
BECAUSE BOTH FOREIGN CURRENCIES DEPRECIATE AGAINST THE U.S. DOLLAR.
THE FINAL BASKET LEVEL IS LESS THAN THE INITIAL BASKET LEVEL, BUT
NOT BY MORE THAN 30%. THE PAYMENT AMOUNT IS 100% OF THE FACE AMOUNT.

<Table>
<Caption>
DOW JONES SWISS
EURO STOXX 50(SM) MARKET
INDEX INDEX(R)
------------------- ---------

Initial index level................................... 2,782.43 5,658.40
Initial foreign exchange rate......................... 1.2090 1.2510
(USD/EUR) (CHF/USD)
Initial weight (USD).................................. 81.90 18.10
Reference amount...................................... 0.024346 0.004002
Final index level..................................... 3,005.02 6,111.07
Final foreign exchange rate........................... 0.9914 1.3636
(USD/EUR) (CHF/USD)
PARTICIPATION RATE.................................... 1.10
INITIAL BASKET LEVEL (USD)............................ 100.00
FINAL BASKET LEVEL (USD).............................. 90.46
BASKET RETURN......................................... -9.54%
PAYMENT AMOUNT AS PERCENTAGE OF FACE AMOUNT........... 100.00%
</Table>

S-9

EXAMPLE III: BOTH INDEX RETURNS ARE NEGATIVE, AND BOTH FOREIGN CURRENCIES
DEPRECIATE AGAINST THE U.S. DOLLAR. THE FINAL BASKET LEVEL IS LESS
THAN THE INITIAL BASKET LEVEL BY MORE THAN 30%. THE PAYMENT AMOUNT
IS 65.44% OF THE FACE AMOUNT.

<Table>
<Caption>
DOW JONES SWISS
EURO STOXX 50(SM) MARKET
INDEX INDEX(R)
------------------- ---------

Initial index level................................... 2,782.43 5,658.40
Initial foreign exchange rate......................... 1.2090 1.2510
(USD/EUR) (CHF/USD)
Initial weight (USD).................................. 81.90 18.10
Reference amount...................................... 0.024346 0.004002
Final index level..................................... 1,613.81 3,564.79
Final foreign exchange rate........................... 0.9068 1.4011
(USD/EUR) (CHF/USD)
PARTICIPATION RATE.................................... 1.10
INITIAL BASKET LEVEL (USD)............................ 100.00
FINAL BASKET LEVEL (USD).............................. 45.81
BASKET RETURN......................................... -54.19%
PAYMENT AMOUNT AS PERCENTAGE OF FACE AMOUNT........... 65.44%
</Table>

WHAT DO THE INDICES MEASURE AND WHERE CAN I FIND MORE INFORMATION ABOUT THEM?

Please see "The Indices" on page S-33 for a description of these indices.

WHAT ABOUT TAXES?

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

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

S-10

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 indices
to which your note is linked. You should carefully consider whether the offered
notes are suited to your particular circumstances.

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

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

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

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

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

THE PRINCIPAL OF YOUR NOTE IS NOT PROTECTED

The principal of your note is not protected if the final basket level
declines by more than 30% from the initial basket level. If the final basket
level is less than 70% of the initial basket level, you will lose the face
amount of your note multiplied by 1.42857 multiplied by the percentage decline
in the basket level in excess of 30%. For example, if the final basket level
falls to 50% of the initial basket 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 basket level 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 basket level. Thus,
you may lose your entire investment in your note, depending on the final basket
level, as calculated by the calculation agent.

Our cash payment on your note on the stated maturity date will be based on
the final basket level, which is affected by not only the final index level of
each index but also the final foreign exchange rate applicable to each index.

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,

S-11

the overall return you earn on your note may be less than you would have earned
by investing in a non-indexed debt security of comparable maturity that bears
interest at a prevailing market rate.

THE LOWER PERFORMANCE OF ONE
INDEX MAY OFFSET AN INCREASE IN
THE OTHER INDEX

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

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

Each index sponsor calculates the level of the applicable index by
reference to the prices of the common stocks included in the relevant index,
without taking account of the value of dividends paid on those stocks. As a
result, the return on your note will not reflect the return you would realize if
you actually owned the stocks included in each index and received the dividends
paid on those stocks. 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 LEVELS OF THE
INDICES AND IS SUBJECT TO CURRENCY
EXCHANGE RATE RISK

Any amount we pay on the stated maturity date will be based upon the
difference between the final basket level and the initial basket level.
Fluctuations in the exchange rates between the euro and the Swiss franc (in
which the indices are denominated), on the one hand, and the U.S. dollar (in
which your note is denominated), on the other hand, will affect the market price
of your notes, the level of the basket and the amount payable at maturity. For
example, if the U.S. dollar appreciates relative to these currencies, we expect
that the market value of your note will decrease, and conversely, if the U.S.
dollar depreciates relative to these currencies, we expect that the market value
of your note will increase.

These foreign exchange rates vary over time, and may vary considerably
during the life of your note. Changes in the exchange rates result from the
interaction of many factors directly or indirectly affecting economic and
political conditions in Europe and the United States, including economic and
political developments in other countries. Of particular importance are:

- - rates of inflation;

- - interest rate levels;

- - the balances of payments among countries;

- - the extent of governmental surpluses or deficits in Europe and the United
States; and

- - other financial, economic, military and political factors.

All of these factors are, in turn, sensitive to the monetary, fiscal and
trade policies pursued by the governments of various countries in Europe, the
United States and other countries important to European trade and finance.

The price of the notes and payment on the stated maturity date could also
be adversely affected by delays in, or refusals to grant, any required
governmental approval for conversions of a local currency and remittances abroad
with respect to the basket or other de facto restrictions on the repatriation of
U.S. dollars, such as a currency disruption event (as defined under "Specific
Terms of Your Note - Special Calculation Provisions" below).

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

The indices that comprise the basket include stocks issued by foreign
companies. You should be aware that investments in securities linked to the
value of foreign equity securities involve particular risks. The foreign

S-12

securities markets may be more volatile than U.S. or other securities markets
and market developments may affect foreign markets differently from U.S. or
other securities markets. Direct or indirect government intervention to
stabilize the foreign securities markets, as well as cross-shareholdings in
foreign companies, may affect trading prices and volumes in those markets. Also,
there is generally less publicly available information about foreign companies
than about those U.S. companies that are subject to the reporting requirements
of the U.S. Securities and Exchange Commission, and foreign companies are
subject to accounting, auditing and financial reporting standards and
requirements that differ from those applicable to U.S. reporting companies.

Securities prices in Europe are subject to political, economic, financial
and social factors that apply in Europe. These factors, which could negatively
affect European securities markets, include the possibility of recent or future
changes in the economic and fiscal policies of European governments, the
possible imposition of, or changes in, currency exchange laws or other laws or
restrictions applicable to European companies or investments in European equity
securities and the possibility of fluctuations in the rate of exchange between
currencies. Moreover, European economies may differ favorably or unfavorably
from the U.S. economy in important respects such as growth of gross national
product, rate of inflation, capital reinvestment, resources and
self-sufficiency.

THE MARKET VALUE OF YOUR NOTE MAY BE
INFLUENCED BY MANY FACTORS THAT ARE
UNPREDICTABLE AND INTERRELATED IN
COMPLEX WAYS

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

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

The Level of the Basket Will Affect the Market Value of Your Note

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

As indicated under "The Indices -- Historical Closing Levels of the
Indices" below, the levels of the indices comprised in the basket have been
highly volatile at times in the past. As indicated under "-- Historical Currency
Exchange Rate Information", the foreign exchange rates have fluctuated in the
past, and may, in the future, experience
S-13

significant fluctuations. It is impossible to predict whether the levels of the
basket will rise or fall. In addition, we cannot predict whether future changes
in the market prices of the basket stocks or future changes in the foreign
exchange rates will correlate with past changes.

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

Although we will not pay interest on your note, we expect that the market
value of your note, like that of a traditional debt security, will be affected
by changes in interest rates, although these changes may affect your note and a
traditional debt security 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.

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

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

Changes in the Foreign Exchange Rates Are Likely to Affect the Market
Value of Your Note as Are Changes in the Volatility of Foreign Currency/U.S.
Dollar Exchange Rates, and the Correlation Between those Rates and the Index
Levels, Is Likely to Affect the Market Value of Your Note

The foreign currency to U.S. dollar exchange rate refers to a foreign
exchange spot rate that measures the relative values of two currencies, that
foreign currency and the U.S. dollar. This rate reflects the amount of the
relevant foreign currency that can be purchased for one U.S. dollar and thus
increases when the U.S. dollar appreciates relative to that foreign currency.
The volatility of a foreign currency/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 value and volatility of the foreign currency to U.S. dollar exchange rates
will affect the market value of your notes. In general, if the U.S. dollar
appreciates, we expect that the market value of your note will decrease, and
conversely, if the U.S. dollar depreciates, we expect that the market value of
your note will increase. In addition, in most scenarios, if the volatility of
the foreign exchange rates increases, we expect that the market value of your
note will increase and, conversely, if the volatility of those rates decreases,
we expect that the market value of your note will decrease. The correlation
between each of the foreign exchange rates and the levels of the corresponding
indices refers to the relationship between the percentage changes in those rates
and the percentage changes in the level of the indices -- the greater the
correlation, the more closely the percentage changes in one resemble the
percentage changes in the other.

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

Before the stated maturity date, the market value of your note may be
higher than one would expect if that value were based solely on the level of the
basket and the level of interest rates. This difference would reflect a "time
value" due to expectations concerning the level of the basket and 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 basket and interest rates, in addition to our ability to pay
our obligation on
S-14

your note, an improvement in our credit ratings will not reduce the other
investment risks related to your note.

IF THE LEVELS OF THE INDICES CHANGE, THE
MARKET VALUE OF YOUR NOTE MAY NOT
CHANGE IN THE SAME MANNER

Your note may trade quite differently from the performance of the indices
comprising the basket. Changes in the levels of those indices may not result in
a comparable change in the market value of your note. In part, this is because
of the weightings assigned to the indices and the impact from changes in foreign
currency exchange rates. We discuss some of the reasons for this disparity under
"-- The Market Value of Your Note May Be Influenced by Many Factors That Are
Unpredictable and Interrelated in Complex Ways" above.

TRADING AND OTHER TRANSACTIONS BY
GOLDMAN SACHS IN INSTRUMENTS LINKED TO THE
INDICES, THE CURRENCIES THEY ARE
DENOMINATED IN OR THE INDEX STOCKS MAY
IMPAIR THE VALUE
OF YOUR NOTE

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

Goldman, Sachs & Co. and our other affiliates may also engage in trading
in one or more of the index stocks or instruments whose returns are linked to
any of the indices, index stocks or foreign currencies 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 level of one or both of the indices -- directly or indirectly by
affecting the price of the index stocks -- and foreign currencies and,
therefore, the market value of your note and the amount we will pay on your note
at maturity. We may also issue, and Goldman, Sachs & Co. and our other
affiliates may also issue or underwrite, other securities or financial or
derivative instruments with returns linked to changes in the level of one or
both of the indices, one or more of the index stocks or foreign currencies. 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.
S-15

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

As we have noted above, Goldman, Sachs & Co. and our other affiliates
expect to engage in trading activities related to the indices, the index stocks
and in the foreign currencies 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 any index or any foreign
exchange rate, could be adverse to your interests as a beneficial owner of your
note.

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

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

As calculation agent for your note, Goldman, Sachs & Co. will have
discretion in making various determinations that affect your note, including
determining the final basket level on the determination date, which we will use
to determine how much cash we must pay on the stated maturity date, and
determining whether to postpone the stated maturity date because of a market
disruption event or a currency disruption event. See "Specific Terms of Your
Note" below. The exercise of this discretion by Goldman, Sachs & Co. could
adversely affect the value of your note and may present Goldman, Sachs & Co.
with a conflict of interest of the kind described under "-- Our Business
Activities May Create Conflicts of Interest Between You and Us" above. We may
change the calculation agent at any time without notice, and Goldman, Sachs &
Co. may resign as calculation agent at any time upon 60 days' written notice to
Goldman Sachs.

THE POLICIES OF THE INDEX SPONSORS AND
CHANGES THAT AFFECT THE INDICES OR THE INDEX
STOCKS COULD AFFECT THE AMOUNT PAYABLE ON
YOUR NOTE AND ITS MARKET VALUE

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

S-16

discretion. We describe the discretion that the calculation agent will have in
determining the index levels on the determination date and the amount payable on
your note more fully under "Specific Terms of Your Note -- Discontinuance or
Modification of the Indices" and "-- Role of Calculation Agent" below.

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

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

Neither the index sponsors nor the index stock issuers are involved in
this offering of your note in any way and none of them have any obligation of
any sort with respect to your note. Neither the index sponsors 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 OR CURRENCY
DISRUPTION EVENT OCCURS

If the calculation agent determines that, on the determination date, a
market disruption event or a currency disruption event has occurred or is
continuing, the determination date will be postponed until the first business
day on which no market disruption event or currency 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 either of the indices comprising the basket or either of
the final foreign exchange rates are not available on the determination date
because of a continuing market disruption event, currency disruption event or
for any other reason, the calculation agent will nevertheless determine the
final basket level based on its assessment, made in its sole discretion, of the
levels of the indices or the relevant foreign exchange rates, as the case may
be, 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

S-17

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-18

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.

INDICES, INDEX SPONSORS AND INDEX STOCKS

In this prospectus supplement, when we refer to the indices, we mean the
indices specified on the front cover page, or any successor to either of the
indices, as it may be modified, replaced or adjusted from time to time as
described under "-- Discontinuance or Modification of the Indices" below. When
we refer to the index sponsor as of any time, we mean the entity,

S-19

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

PAYMENT OF PRINCIPAL ON STATED MATURITY DATE

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

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

The basket return is calculated by subtracting the initial basket level
from the final basket level and by dividing the result by the initial basket
level, with the result expressed as a percentage. The initial basket level is
USD 100. The initial basket level equals the weighted sum of the closing level
of the two indices (see table below) on the trade date, with each such closing
level converted to U.S. dollars at its respective initial foreign exchange rate.
The final basket level is calculated as the weighted sum (based on the constant
reference amount for each index shown in the table below) of the final index
levels of the two indices included in the basket on the determination date, with
each final index level converted to U.S. dollars at its respective final foreign
exchange rate.

The calculation agent will determine the final index levels, which will be
the closing levels of each of the indices on the determination date as
calculated and published by the index sponsors. However, the calculation agent
will have discretion to adjust the closing levels on any particular day or to
determine them in a different manner as described under "-- Discontinuance or
Modification of the Indices" below.

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

<Table>
<Caption>
DOW JONES
EURO STOXX 50(SM) SWISS MARKET
INDEX INDEX(R)
----------------------- ------------------------

Initial index level........................... 2,782.43 EUR 5,658.40 CHF
Initial foreign exchange rate................. 1.2090 USD/EUR 1.2510 CHF/USD
Initial weight (USD).......................... 81.90 18.10
Reference amount (constant value)............. 0.024346 0.004002
</Table>

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

S-20

STATED MATURITY DATE

The stated maturity date will be December 29, 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 December 29, 2009 or, if December 29, 2009 is not a business day, later
than the sixth business day after December 29, 2009. The calculation agent may
postpone the determination date -- and therefore the stated maturity date -- if
a market disruption event or a currency disruption event occurs or is continuing
on any day that would otherwise be the determination date. We describe market
disruption events and currency disruption events under "-- Special Calculation
Provisions" below.

The calculation agent may also postpone the stated maturity date if a
currency disruption event occurs on a day on which a spot foreign exchange
transaction executed on the determination date would otherwise settle and such
currency disruption event is continuing on each day up to and including the
business day immediately preceding the stated maturity date. The consequences of
such an event are discussed under "Consequences of a Market Disruption Event or
Currency Disruption Event" below.

DETERMINATION DATE

The determination date will be the fifth business day before December 29,
2009 unless the calculation agent determines that a market disruption event or a
currency 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 or
a currency disruption event does not occur and is not continuing. In no event,
however, will the determination date be later than December 29, 2009 or, if
December 29, 2009 is not a business day, later than the first business day after
December 29, 2009.

FINAL FOREIGN EXCHANGE RATES

The final foreign exchange rate applicable to the currency in which an
index is quoted (USD/EUR and CHF/USD), will be determined by the calculation
agent to be the spot foreign exchange rate specified on the Reuters WMPRSPOT
page for the hour following the close of both indices on the determination date
(other than when a currency disruption event shall have occurred or be
continuing) or any successor or replacement page or pages as determined by the
calculation agent. In the event any one of these foreign exchange rates does not
appear on that page, or in the event a currency disruption event shall have
occurred or be continuing, then those affected final foreign exchange rate(s) on
the determination date shall be the arithmetic mean, as determined by the
calculation agent, of the currency mid-quotations obtained by the calculation
agent from as many recognized foreign exchange dealers (which may include the
calculation agent or any of its affiliates), but not exceeding three, as will
make such mid-quotations available to the calculation agent as of the hour
following the close of both indices on the determination date (other than when a
currency disruption event shall have occurred or be continuing).

CONSEQUENCES OF A MARKET DISRUPTION EVENT OR CURRENCY DISRUPTION EVENT

As indicated above, if a market disruption event or a currency 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 or a currency 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 or a currency disruption event occurs or is continuing
on that day, that day will

S-21

nevertheless be the determination date. If the calculation agent determines that
the levels of either of the indices comprising the basket or either of the final
foreign exchange rates that must be used to determine the payment amount are not
available on the last possible determination date because of a market disruption
event, currency disruption event or for any other reason, the calculation agent
will nevertheless determine the final basket level based on its assessment, made
in its sole discretion, of the closing levels of the indices or the relevant
foreign exchange rates, as the case may be, on that day.

If a currency disruption event occurs or is continuing on a day on which a
foreign exchange transaction executed on the determination date would otherwise
settle, then, if such currency disruption event is continuing on each day up to
and including the business day immediately preceding the stated maturity date,
the stated maturity date will be postponed to the next business day following
the date on which such currency disruption event ceases, provided that the
stated maturity date will never be later than the fifth business day after
December 29, 2009, or if December 29, 2009 is not a business day, no later than
the sixth business day after December 29, 2009. If the currency disruption event
is continuing on the business day immediately preceding the last possible day of
the postponed stated maturity date, then the calculation agent will,
notwithstanding the availability of a final foreign exchange rate on the
determination date, adjust the final foreign exchange rate to reflect a lack of
convertibility, based on the calculation agent's assessment, made in its sole
discretion of a lack of convertibility of the applicable currency.

For the avoidance of doubt, if a currency disruption event constitutes or
coincides with any market disruption event, the terms of the notes shall be
adjusted by the calculation agent, in its sole discretion to reflect the
currency disruption event only after any necessary adjustments have been made as
a result of the market disruption event.

DISCONTINUANCE OR MODIFICATION
OF THE INDICES

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

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

If the calculation agent determines that either index, the stocks
comprising either index or the method of calculating either 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 applicable index or the method of
its calculation as it believes are appropriate to ensure that the applicable
final index level used to determine the amount payable on the stated maturity
date is equitable.

All determinations and adjustments to be made by the calculation agent
with respect to any index may be made by the calculation agent in its sole
discretion. The calculation

S-22

agent is not obligated to make any such adjustments.

DEFAULT AMOUNT ON ACCELERATION

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

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

MANNER OF PAYMENT

Any payment on your note at maturity will be made to an account designated
by the holder of 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 reference amounts, the final basket level, the basket return, the
closing levels of the two indices, the final foreign exchange rates, market
disruption events, currency disruption events, business days, 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 respective principal securities markets for all
the index stocks are open for trading, both of the index sponsors are open for
business and the closing levels for both of the indices are calculated and
published by the index sponsors.

S-23

DEFAULT AMOUNT

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

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

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

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

DEFAULT QUOTATION PERIOD. The default quotation period is the period
beginning on the day the default amount first becomes due and ending on the
third business day after that day, unless:

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

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

If either of these two events occurs, the default quotation period will continue
until the third business day after the first business day on which prompt notice
of a quotation is given as described above. If that quotation is objected to as
described above within five business days after that first business day,
however, the default quotation period will continue as described in the prior
sentence and this sentence.

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

QUALIFIED FINANCIAL INSTITUTIONS. For the purpose of determining the
default amount at any time, a qualified financial institution must be a
financial institution organized under the laws of any jurisdiction in 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 with respect to any
one of the two indices:

- - a suspension, absence or material limitation of trading in index stocks
constituting 20% or more, by weight, of the index on their

S-24

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.

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

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

- - a decision to permanently discontinue trading in the option or futures
contracts relating to 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 any
of the indices or an index stock, are traded will not include any time when that
market is itself closed for trading under ordinary circumstances. In contrast, a
suspension or limitation of trading in an index stock or in option or futures
contracts relating to either of the indices or an index stock, if available, in
the primary market for that stock or those contracts, by reason of:

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

- - 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 an
index in this description of market disruption events includes the applicable
index and any successor index as it may be modified, replaced or adjusted from
time to time.

CURRENCY DISRUPTION EVENT

A currency disruption event with respect to either of the two currencies
applicable to the offered notes means the occurrence or continuance of any of
the following, as determined by the calculation agent:

- - the failure by the central bank of the local jurisdiction (or any successor to
the central bank of the local jurisdiction as the central and monetary
authority of the local jurisdiction) to approve to the extent legally required
or permit the exchange of local currency for U.S. dollars, or any other action
of the dominant authority (including the promulgation, operation or
enforcement of any law, act, decree, regulation, ordinance, order, policy or
determination, or modification of, or change in the interpretation of any of
the foregoing) or any event in the local jurisdiction that has the effect of
preventing such exchange, the transfer of any U.S. dollars from accounts in
the local jurisdiction to accounts outside

S-25

of the local jurisdiction or the transfer of local currency between accounts
in the local jurisdiction to a person that is a non-resident of the local
jurisdiction by The Goldman Sachs Group, Inc. or any of its affiliates, or if
U.S. dollars are unavailable in any legal exchange market for purchase with
local currency settled through the banking system of the local jurisdiction in
accordance with normal commercial practice; provided that any such failure,
action, event or unavailability is not the result of the failure by The
Goldman Sachs Group, Inc. or any of its affiliates to comply with all legal
requirements of the local jurisdiction (unless such legal requirements are
imposed after June 22, 2004) except if and when required by U.S. law;

- - the failure of the government of the local jurisdiction, or any agency or
subdivision thereof, to make timely payment in full of any principal, interest
or other amounts due on any security issued by such entity;

- - a declared moratorium, waiver, deferral, repudiation or rescheduling of any
security issued by the government of the local jurisdiction, or any agency or
subdivision thereof, or the amendment or modification of the terms and
conditions of the security issued by such entity in a way that in any such
case has a material adverse effect on the holders of such security;

- - the existence of any restriction on the receipt within the local jurisdiction
or the repatriation outside of the local jurisdiction of all or any portion of
the principal, interest, capital gains or other proceeds of assets owned by
foreign persons or entities in the local jurisdiction, including but not
limited to any restriction imposed by the government of the local jurisdiction
or any agency or subdivision thereof;

- - a declaration of a banking moratorium or any suspension of payments by banks
in the local jurisdiction;

- - any expropriation, confiscation, requisition, nationalization or other action
by any dominant authority that could deprive any party in the local
jurisdiction, including The Goldman Sachs Group, Inc. or any of its affiliates
which has an interest in the offered notes, of all or a substantial portion of
its assets (including rights to receive payment) in the local jurisdiction;
provided that such actions are not the result of the failure of The Goldman
Sachs Group, Inc. or any of its affiliates to comply with all legal
requirements of the local jurisdiction (unless such legal requirements are
imposed after June 22, 2004 or constitute an expropriation in and of
themselves) except if and when required by U.S. law; or

- - any war (whether or not declared), revolution, insurrection or hostile act
that prevents the transfer of U.S. dollars outside of the local jurisdiction
or lawfully converting local currency to U.S. dollars.

For purposes of determining the existence of a currency disruption event:

- - "dominant authority" means at any time the government of the local
jurisdiction or any political subdivision thereof or any other authority
asserting governmental, military or political power of any kind in the local
jurisdiction at such time, whether or not such authority is recognized as de
facto or de jure government.

- - "local currency" means with respect to the European Monetary Union, the euro
and with respect to Switzerland, the Swiss franc, as applicable.

- - "local jurisdiction" means with respect to the initial basket, the European
Monetary Union and Switzerland, as applicable.

S-26

HYPOTHETICAL RETURNS ON YOUR NOTE

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

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

We have assumed for the following table, chart and examples that the
closing level of the indices on the determination date will be the same as they
are on the stated maturity date. We have also assumed that the note is purchased
on the original issue date and held until the stated maturity date and that no
market or currency disruption event occurs. If you sell your note before the
stated maturity date, your return will depend upon the market value of your note
at the time of sale, which may be affected by a number of factors that are not
reflected in the table below such as interest rates, the volatility of the
levels of the indices and currency exchange rates. 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 following table, chart and examples are based on basket levels and
foreign exchange rates that are entirely hypothetical and do not take into
account any taxes that you may owe as a result of owning your note; no one can
predict what the value of the indices or foreign exchange rates will be on the
determination date. The indices have been highly volatile - meaning that their
levels have changed substantially in relatively short periods - in the past and
their performance cannot be predicted for the future. The final basket level can
appreciate or depreciate due to changes in both index levels and foreign
currency exchange rates.

The actual performance of the indices and the fluctuations of the foreign
exchange rates over the life of the offered notes, as well as the amount payable
at maturity, may bear little relation to the hypothetical examples shown below
or to the historical levels of the indices and the foreign exchange rates shown
elsewhere in this prospectus supplement. For information about the level of the
indices during recent periods, see "The Indices -- Historical Closing Levels of
the Indices" below. For information about the foreign exchange rates during
recent periods, see "Historical Currency Exchange Rate Information" below.

The levels in the left column of the table represent hypothetical final
basket levels and are expressed as percentages of the initial

S-27

basket level, which is USD 100. The amounts in the right column represent the
hypothetical payment amounts, based on the corresponding hypothetical final
basket levels and are expressed as percentages of the face amount of a note.

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

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

If the basket level declines by more than 30% over the life of the notes,
then you will lose 1.42857 multiplied by the percentage decrease in the basket
level in excess of 30%. As a result, to the extent the basket level 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 of the basket level.
If, for example, the final basket level were determined to be 50% of the initial
basket level, the payment amount that we would 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-28

The following chart also shows a graphical illustration of the
hypothetical payment amounts (expressed as a percentage of the face amount of
your note) that we would deliver to the holder of your note on the stated
maturity date, if the final basket level (expressed as a percentage of the
initial basket level) were any of the hypothetical levels shown on the
horizontal axis based on the participation rate of 1.10. The chart shows that
any hypothetical final basket level of less than 70% of the initial basket 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)

S-29

<Table>
<Caption>
DOW JONES SWISS
EURO STOXX 50(SM) MARKET
INDEX INDEX(R)
----------------- ---------

Initial index level...................................... 2,782.43 5,658.40
Initial foreign exchange rate............................ 1.2090 1.2510
(USD/EUR) (CHF/USD)
Initial weight (USD)..................................... 81.90 18.10
Reference amount......................................... 0.024346 0.004002
Final index level........................................ 3,756.28 7,752.01
Final foreign exchange rate.............................. 1.3299 1.1384
(USD/EUR) (CHF/USD)
PARTICIPATION RATE....................................... 1.10
INITIAL BASKET LEVEL (USD)............................... 100.00
FINAL BASKET LEVEL (USD)................................. 148.87
BASKET RETURN............................................ 48.87%
PAYMENT AMOUNT AS PERCENTAGE OF FACE AMOUNT.............. 153.76%
</Table>

<Table>
<Caption>
DOW JONES SWISS
EURO STOXX 50(SM) MARKET
INDEX INDEX(R)
----------------- ---------

Initial index level...................................... 2,782.43 5,658.40
Initial foreign exchange rate............................ 1.2090 1.2510
(USD/EUR) (CHF/USD)
Initial weight (USD)..................................... 81.90 18.10
Reference amount......................................... 0.024346 0.004002
Final index level........................................ 3,005.02 6,111.07
Final foreign exchange rate.............................. 0.9914 1.3636
(USD/EUR) (CHF/USD)
PARTICIPATION RATE....................................... 1.10
INITIAL BASKET LEVEL (USD)............................... 100.00
FINAL BASKET LEVEL (USD)................................. 90.46
BASKET RETURN............................................ -9.54%
PAYMENT AMOUNT AS PERCENTAGE OF FACE AMOUNT.............. 100.00%
</Table>

S-30

<Table>
<Caption>
DOW JONES SWISS
EURO STOXX 50(SM) MARKET
INDEX INDEX(R)
----------------- ---------

Initial index level...................................... 2,782.43 5,658.40
Initial foreign exchange rate............................ 1.2090 1.2510
(USD/EUR) (CHF/USD)
Initial weight (USD)..................................... 81.90 18.10
Reference amount......................................... 0.024346 0.004002
Final index level........................................ 1,613.81 3,564.79
Final foreign exchange rate.............................. 0.9068 1.4011
(USD/EUR) (CHF/USD)
PARTICIPATION RATE....................................... 1.10
INITIAL BASKET LEVEL (USD)............................... 100.00
FINAL BASKET LEVEL (USD)................................. 45.81
BASKET RETURN............................................ -54.19%
PAYMENT AMOUNT AS PERCENTAGE OF FACE AMOUNT.............. 65.44%
</Table>

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

We cannot predict the actual final basket level on the determination date
or the market value of your note, nor can we predict the relationship
between the basket level and the market value of your note at any time
prior to the stated maturity date. The actual amount that a holder of the
offered notes will receive at stated maturity and the rate of return on
the offered notes will depend on the actual final basket 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-31

USE OF PROCEEDS AND HEDGING

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

In anticipation of the sale of the offered notes, we and/or our affiliates
have entered into hedging transactions involving purchases of futures and other
instruments linked to the indices and foreign currencies on 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 any one or more of the indices or index stocks or foreign
currencies. Consequently, with regard to your note, from time to time, we and/or
our affiliates:

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

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

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

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

- - may acquire or dispose of U.S. dollars in foreign exchange transactions
involving euros and Swiss francs.

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

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

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

S-32

THE INDICES

We have derived all information regarding each of the two indices
contained in this prospectus supplement, from publicly available information
without independent verification. Each of the index sponsors owns the copyright
and all rights to its applicable index. Neither of the index sponsors has an
obligation to continue to publish, and may discontinue publication of, its
applicable index. The consequences of either of the index sponsors discontinuing
or modifying its applicable index are described in the section entitled
"Specific Terms of Your Note -- Discontinuance or Modification of the Indices"
above.

DOW JONES EURO STOXX 50(SM) INDEX

The Dow Jones Euro STOXX 50(SM) Index is a capitalization-weighted index
of 50 European blue-chip stocks. The index was developed with a base value of
1,000 as of December 31, 1991. Additional information about the index is
available on the following website: http://www.stoxx.com.

SWISS MARKET INDEX(R)

The Swiss Market Index(R) is a capitalization-weighted index of the
largest and most liquid stocks traded on the Electronic Bourse System. The
SMI(R) was developed with a base value of 1,500 as of June 30, 1988. Additional
information about the index is available on the web site http://www.swx.com.

HISTORICAL CLOSING LEVELS OF THE INDICES

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

The tables below show the high, the low and the last closing levels of
each index for each of the four calendar quarters in 2002 and 2003 and for the
two calendar quarters in 2004, through June 22, 2004. We obtained the closing
levels listed in the four tables below from Bloomberg Financial Services,
without independent verification.

The actual performance of the indices over the life of the offered notes,
as well as the amount payable at maturity may bear little relation to the
historical levels shown below or the hypothetical return example shown elsewhere
in this prospectus supplement.

S-33

QUARTERLY HIGH, LOW OR CLOSING LEVELS OF THE DOW JONES EURO STOXX 50(SM) INDEX

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

2002
Quarter ended March 31.................................. 3,833.09 3,430.18 3,784.05
Quarter ended June 30................................... 3,748.44 2,928.72 3,133.39
Quarter ended September 30.............................. 3,165.47 2,187.22 2,204.39
Quarter ended December 31............................... 2,669.89 2,150.27 2,386.41
2003
Quarter ended March 31.................................. 2,529.86 1,849.64 2,036.86
Quarter ended June 30................................... 2,527.44 2,067.23 2,419.51
Quarter ended September 30.............................. 2,641.55 2,366.86 2,395.87
Quarter ended December 31............................... 2,760.66 2,434.63 2,760.66
2004
Quarter ended March 31.................................. 2,959.71 2,702.05 2,787.49
Quarter ending June 30 (through June 22, 2004).......... 2,905.88 2,659.85 2,782.43
Closing level of the index on June 22, 2004............. 2,782.43
</Table>

QUARTERLY HIGH, LOW OR CLOSING LEVELS OF THE SWISS MARKET INDEX(R)

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

2002
Quarter ended March 31.................................. 6,655.20 6,105.20 6,655.20
Quarter ended June 30................................... 6,694.10 5,594.20 5,979.70
Quarter ended September 30.............................. 6,024.20 4,561.40 4,783.00
Quarter ended December 31............................... 5,181.90 4,435.00 4,630.80
2003
Quarter ended March 31.................................. 4,965.30 3,675.40 4,085.60
Quarter ended June 30................................... 4,992.50 4,135.50 4,813.70
Quarter ended September 30.............................. 5,422.60 4,700.80 5,043.50
Quarter ended December 31............................... 5,891.20 5,589.50 5,733.50
2004
Quarter ended March 31.................................. 5,487.80 5,061.00 5,487.80
Quarter ending June 30 (through June 22, 2004).......... 5,891.20 5,589.50 5,658.40
Closing level of the index on June 22, 2004............. 5,658.40
</Table>

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

LICENSE AGREEMENTS

We have entered into non-exclusive license agreements with each of the
sponsors of the Dow Jones Euro STOXX 50(SM) Index and the Swiss Market Index(R),
whereby Goldman Sachs, in exchange for a fee, is permitted to use the indices in
connection with the offer and sale of the offered notes. We are not affiliated
with any of the index sponsors; the only relationship between any of the index
sponsors and Goldman Sachs is the licensing of the use of such index and
trademarks relating to such index.

S-34

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

LICENSE AGREEMENT FOR THE DOW JONES EURO STOXX 50(SM) INDEX

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

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

LICENSE AGREEMENT FOR THE SWISS MARKET INDEX(R)

The use of and reference to the Swiss Market Index(R) (SMI(R)) in
connection with the notes has been consented to by the SWX Swiss Exchange, the
publisher of the SMI(R), providing that the following language must be set forth
in this prospectus supplement: The notes are not in any way sponsored, endorsed,
sold or promoted by the SWX Swiss Exchange and the Swiss Exchange makes no
warranty or representation whatsoever, express or implied, either as to the
results to be obtained from the use of the SMI(R) and/or the figure at which the
SMI(R) stands at any particular time on any particular day or otherwise.
However, the SWX Swiss Exchange shall not be liable (whether in negligence or
otherwise) to any person for any error in the SMI(R) and the SWX Swiss Exchange
shall not be under any obligation to advise any person of any error therein.
SMI(R) is a registered trademark of SWX Swiss Exchange which is used under
license.

S-35

HISTORICAL CURRENCY EXCHANGE RATE INFORMATION

Provided below are historical mid-exchange rates between the euro Swiss
franc and the U.S. dollar for each of the four calendar quarters in 2002 and
2003 and for the two calendar quarters in 2004, through June 22, 2004. We make
no representation that these foreign currency amounts could have been or could
be converted into U.S. dollars, as the case may be, at any particular rate or at
any rate. The data presented in this prospectus supplement relating to the
foreign exchange rates for the U.S. dollar are furnished for informational
purposes only and based on public information. We cannot assure you that such
disclosure is accurate. See "Additional Risk Factors Specific to Your Note - The
Return on Your Note Will Depend on Changes in the Level of the Indices and is
Subject to Currency Exchange Rate Risk" above.

The foreign exchange rates have fluctuated in the past, and may, in the
future, experience significant fluctuations. The fluctuation in the exchange
rate between the respective foreign currencies and the U.S. dollar will affect
the amount payable at maturity.

Governmental actions affecting such exchange rate in the past and over the
life of the notes may include the imposition of exchange or regulatory controls
or taxes, the intervention by the central bank, the replacement of the
respective foreign currency or the alteration of the exchange rate or the
relative exchange characteristics by devaluation or revaluation of the
respective foreign currency. We cannot assure you that the respective
governments will not impose foreign currency exchange controls in the future.

The exchange rate between each of the respective foreign currencies and
the U.S. dollar varies over time. Changes in the foreign exchange rates result
from the interaction of many factors directly or indirectly affecting economic
and political conditions in Europe and the United States, including economic and
political developments in other countries. Of particular importance are rates of
inflation, interest rate levels, the balance of payments and the extent of
governmental surpluses or deficits in Europe and the United States and other
countries important to international trade and finance.

The price of the notes could also be adversely affected by delays in, or
refusal to grant, any required government approval for conversions of a local
currency and remittances abroad with respect to the indices comprising the
basket or other de facto restrictions on the repatriation of U.S. dollars.

The following tables show, for the periods indicated, the high, low and
closing mid-exchange rates. We obtained the exchange rates listed below from
Bloomberg Financial Services, without independent verification. The actual
fluctuations of the foreign exchange rates over the life of the offered notes
may bear little relation to the historical foreign exchange rates shown below.

S-36

USD/EUR

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

2002
Quarter ended March 31.................................... 0.9033 0.8593 0.8717
Quarter ended June 30..................................... 0.9914 0.8750 0.9914
Quarter ended September 30................................ 1.0117 0.9660 0.9866
Quarter ended December 31................................. 1.0492 0.9707 1.0492
2003
Quarter ended March 31.................................... 1.1054 1.0362 1.0915
Quarter ended June 30..................................... 1.1909 1.0695 1.1511
Quarter ended September 30................................ 1.1656 1.0809 1.1656
Quarter ended December 31................................. 1.2595 1.1416 1.2595
2004
Quarter ended March 31.................................... 1.2842 1.2128 1.2316
Quarter ending June 30 (through June 22, 2004)............ 1.2365 1.1822 1.2107
Mid-exchange closing rate on June 22, 2004................ 1.2107
</Table>

CHF/USD

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

2002
Quarter ended March 31.................................... 1.7192 1.6442 1.6813
Quarter ended June 30..................................... 1.6759 1.4810 1.4810
Quarter ended September 30................................ 1.5198 1.4402 1.4752
Quarter ended December 31................................. 1.5121 1.3836 1.3836
2003
Quarter ended March 31.................................... 1.4029 1.3259 1.3514
Quarter ended June 30..................................... 1.3936 1.2832 1.3509
Quarter ended September 30................................ 1.4189 1.3192 1.3192
Quarter ended December 31................................. 1.3771 1.2391 1.2391
2004
Quarter ended March 31.................................... 1.2961 1.2211 1.2659
Quarter ending June 30 (through June 22, 2004)............ 1.3148 1.2370 1.2498
Mid-exchange closing rate on June 22, 2004................ 1.2498
</Table>

S-37

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 indices at the stated maturity date, for which payment was made on the issue
date.

If your note is characterized as described above, your tax basis in your
note generally would equal your cost for your note. Upon the sale or exchange of
your note, you would recognize gain or loss equal to the difference between the
amount realized on the sale or exchange and your tax basis in your note. The
gain or loss generally would be 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-38

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-39

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-40

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 $42,000. For more information about the plan of distribution
and possible market-making activities, see "Plan of Distribution" in the
accompanying prospectus.

S-41

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

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

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

TABLE OF CONTENTS

Prospectus Supplement

<Table>
<Caption>
Page
----

Summary Information............................ S-2
Additional Risk Factors Specific to Your
Note......................................... S-11
Specific Terms of Your Note.................... S-19
Hypothetical Returns on Your Note.............. S-27
Use of Proceeds and Hedging.................... S-32
The Indices.................................... S-33
Historical Currency Exchange Rate
Information.................................. S-36
Supplemental Discussion of Federal Income Tax
Consequences................................. S-38
Employee Retirement Income Security Act........ S-40
Supplemental Plan of Distribution.............. S-41

Prospectus Supplement dated 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>

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

$9,306,000

THE GOLDMAN SACHS
GROUP, INC.

European Basket Index-Linked Notes
due December 2009
(Linked to a Basket of the Dow Jones
Euro STOXX 50(SM) Index
and the Swiss Market Index(R))
----------------------

[GOLDMAN SACHS LOGO]

----------------------
GOLDMAN, SACHS & CO.
------------------------------------------------------------
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