Exhibit 4.17

                              CERTIFICATE OF TRUST

                                       OF

                             GOLDMAN SACHS CAPITAL V

            This Certificate of Trust of Goldman Sachs Capital V (the "Trust"),
dated as of February 15, 2005, is being duly executed and filed by the
undersigned, as trustees, to form a statutory trust under the Delaware Statutory
Trust Act (12 Del. C. Section 3801, et seq.)(the "Act").

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

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

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

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

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

                               By:/s/ Kristine K. Gullo
                                  _______________________________________
                                  Name: Kristine K. Gullo
                                  Title: Asst. Vice President