content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 144
  
  
  <TABLE>
  <CAPTION>
  
                                                                                                                  SEC USE ONLY
                             NOTICE OF PROPOSED SALE OF SECURITIES                                          ------------------------
                       PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
                                                                                                            DOCUMENT SEQUENCE NO.
  ATTENTION:  Transmit for filing 3 copies of this form concurrently with either
              placing an order with a broker to execute sale or executing a sale
              directly with a market maker.                                                                 CUSIP NUMBER
  
  
  -----------------------------------------------------------------------------------------------------------------------------------
  1(a) NAME OF ISSUER (Please type or print)             (b) IRS IDENT. NO.       (c) S.E.C. FILE NO.       WORK LOCATION
  <S>                                                    <C>
  
       The Goldman Sachs Group, Inc.                             134019460              001-14965
  -----------------------------------------------------------------------------------------------------------------------------------
  1(d) ADDRESS OF ISSUER          STREET                 CITY                 STATE         ZIP CODE           (e) TELEPHONE NO.
                                                                                                               AREA CODE      NUMBER
                                  85 Broad Street        New York               NY             10004              (212)       902-1000
  -----------------------------------------------------------------------------------------------------------------------------------
  2(a) NAME OF PERSON FOR        (b) IRS IDENT. NO.      (c) RELATIONSHIP     (d) ADDRESS STREET        CITY       STATE     ZIP CODE
       WHOSE ACCOUNT THE                                     TO ISSUER
       SECURITIES ARE TO BE SOLD
  
       Kamehameha Activities
       Association                510190227                  Stockholder       567 South King St.     Honolulu        HI        96813
  -----------------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  
  
  INSTRUCTION:  The person  filing this notice  should  contact the issuer to
                obtain the IRS Identification Number and the S.E.C. File Number.
  
  
  <TABLE>
  <CAPTION>
  
  3(a)            (b)                      SEC USE ONLY    (c)                (d)          (e)         (f)              (g)
                                           ------------
  <S>             <C>                     <C>             <C>                <C>           <C>          <C>             <C>
                  Name and Address of
                  Each Broker Through                                                      Number of                    Name of
                  Whom the Securities                                        Aggregate     Shares or    Approximate     Each
  Title of the    are to be Offered or                    Number of Shares   Market        Other Units  Date of Sale    Securities
  Class of        Each Market Maker who                   or Other Units     Value         Outstanding  (See instr.     Exchange
  Securities      is Acquiring the        Broker-Dealer   To Be Sold         (See instr.   (See instr.  3(f))           (See instr.
  To Be Sold      Securities              File Number     (See instr. 3(c))  3(d))         (3(e))       (MO. DAY  YR.)  3(g))
  -----------------------------------------------------------------------------------------------------------------------------------
                  Goldman, Sachs & Co.
                  85 Broad Street
  Common          New York, NY 10004                       1,500,000       $168,150,000(1)  483,474,693   02/06/01       None(2)
  -----------------------------------------------------------------------------------------------------------------------------------
  
  -----------------------------------------------------------------------------------------------------------------------------------
  
  -----------------------------------------------------------------------------------------------------------------------------------
  
  
  (1)  Value as of the close of trading on February 5, 2001.
  (2)  Although the common stock of The Goldman Sachs Group, Inc. is traded on the
       NYSE, the securities being sold will not be sold on the NYSE.
  </TABLE>
  
  
  INSTRUCTIONS:
  
  1. (a) Name of Issuer
     (b) Issuer's I.R.S. Identification Number
     (c) Issuer's S.E.C. file number, if any
     (d) Issuer's address, including zip code
     (e) Issuer's telephone number, including area code
  
  2. (a) Name of person for whose account the securities are to be sold
     (b) Such person's I.R.S. identification number, if such person is an entity
     (c) Such person's relationship to the issuer (e.g., officer, director, 10%
         stockholder, or member of immediate family of any of the foregoing)
     (d) Such person's address, including zip code
  
  3. (a) Title of the class of securities to be sold
     (b) Name and address of each broker through whom the securities are intended
         to be sold
     (c) Number of shares or other units to be sold (if debt securities, give the
         aggregate face amount)
     (d) Aggregate market value of the securities to be sold as of a specified
         date within 10 days prior to the filing of this notice
     (e) Number of shares or other units of the class outstanding, or if debt
         securities the face amount thereof outstanding, as shown by the most
         recent report or statement published by the issuer
     (f) Approximate date on which the securities are to be sold
     (g) Name of each securities exchange, if any, on which the securities are
         intended to be sold
  
  
  <PAGE>
  
  
                           TABLE I--SECURITIES TO BE SOLD
  
                Furnish the following information with respect to the
                  acquisition of the securities to be sold and with
                  respect to the payment of all or any part of the
                   purchase price or other consideration therefor:
  
  
  <TABLE>
  <CAPTION>
  
                                                             Name of Person
                                                             from Whom Acquired
  Title of     Date You   Nature of Acquisition              (if gift, also give        Amount of            Date of   Nature of
  the Class    Acquired   Transaction                        date donor acquired)       Securities Acquired  Payment   Payment
  -----------------------------------------------------------------------------------------------------------------------------------
  <S>          <C>        <C>                                <C>                        <C>                  <C>       <C>
  
  Common       05/05/99   Kamehameha Activities Association  The Goldman Sachs          30,975,421           05/05/99  Exchange of a
                          Association ("KAA") acquired the   Group, Inc                                                limited
                          shares of common stock upon the                                                              partnership
                          succession of The Goldman Sachs                                                              interest in The
                          Group, Inc. to the business of                                                               Goldman Sachs
                          The Goldman Sachs Group, L.P., in                                                            Group, L.P.
                          which KAA held a limited
                          partnership interest.
  
  
  
  -----------------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  
  INSTRUCTIONS:   If the securities were purchased and full payment therefor was
                  not made in cash at the time of purchase, explain in the table
                  or in a note thereto the nature of the consideration given.  If
                  the consideration consisted of any note or other obligation, or
                  if payment was made in installments describe the arrangement
                  and state when the note or other obligation was discharged in
                  full or the last installment paid.
  
  
  
  
                TABLE II -- SECURITIES SOLD DURING THE PAST 3 MONTHS
  
  Furnish the following information as to all securities of the issuer sold during
  the past 3 months by the person for whose account the securities are to be sold.
  
  
  <TABLE>
  <CAPTION>
                                                                                              Amount of
  Name and Address of Seller           Title of Securities Sold            Date of Sale       Securities Sold       Gross Proceeds
  -----------------------------------------------------------------------------------------------------------------------------------
  <S>                                  <C>                                 <C>                <C>                    <C>
  
  N/A                                   N/A                                  N/A               N/A                    N/A
  
  
  -----------------------------------------------------------------------------------------------------------------------------------
  REMARKS:
  </TABLE>
  
  
  INSTRUCTIONS:
  See the definition of "person" in paragraph(a) of Rule 144.  Information is to
  be given not only as to the person for whose account the securities are to be
  sold but also to all other persons included in that definition.  In addition,
  information shall be given as to sales by all persons whose sales are required
  by paragraph  (e) of Rule 144 to be aggregated with sales (for the account of
  the person filing notice.
  
                                   February 6, 2001
                        -------------------------------------
                                   DATE OF NOTICE
  
  
  <PAGE>
  
  
  ATTENTION:
  The person for whose account the securities to which this notice relates are to
  be sold hereby represents by signing this notice that he does not know any
  material adverse information in regard to the current and prospective operations
  of the Issuer of the securities to be sold which has not been publicly
  disclosed.
  
                        /S/ Wallace G. K. Chin
                        -------------------------------------
                        Wallace G. K. Chin
                        President
  
  
   The notice shall be signed by the person for whose account the securities are
       to be sold. At least one copy of the notice shall be manually signed.
       Any copies not manually signed shall bear typed or printed signatures.
  
  
  ATTENTION: Intentional misstatements or omission of facts constitute
  Federal Criminal Violations (See 18 U.S.C. 1001)
metadata_documents: [{"type": "144", "sequence": "1", "filename": "0001.txt", "description": "NOTICE OF PROPOSED SALE OF SECURITIES", "secsgml_size_bytes": 11120}]
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 144
  SEC USE ONLY
                             NOTICE OF PROPOSED SALE OF SECURITIES                                          ------------------------
                       PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
                                                                                                            DOCUMENT SEQUENCE NO.
  ATTENTION:  Transmit for filing 3 copies of this form concurrently with either
              placing an order with a broker to execute sale or executing a sale
              directly with a market maker.                                                                 CUSIP NUMBER
  
  -----------------------------------------------------------------------------------------------------------------------------------
  1(a) NAME OF ISSUER (Please type or print)             (b) IRS IDENT. NO.       (c) S.E.C. FILE NO.       WORK LOCATION
  The Goldman Sachs Group, Inc.                             134019460              001-14965
  -----------------------------------------------------------------------------------------------------------------------------------
  1(d) ADDRESS OF ISSUER          STREET                 CITY                 STATE         ZIP CODE           (e) TELEPHONE NO.
                                                                                                               AREA CODE      NUMBER
                                  85 Broad Street        New York               NY             10004              (212)       902-1000
  -----------------------------------------------------------------------------------------------------------------------------------
  2(a) NAME OF PERSON FOR        (b) IRS IDENT. NO.      (c) RELATIONSHIP     (d) ADDRESS STREET        CITY       STATE     ZIP CODE
       WHOSE ACCOUNT THE                                     TO ISSUER
       SECURITIES ARE TO BE SOLD
  
       Kamehameha Activities
       Association                510190227                  Stockholder       567 South King St.     Honolulu        HI        96813
  -----------------------------------------------------------------------------------------------------------------------------------
  INSTRUCTION:  The person  filing this notice  should  contact the issuer to
                obtain the IRS Identification Number and the S.E.C. File Number.
  3(a)            (b)                      SEC USE ONLY    (c)                (d)          (e)         (f)              (g)
                                           ------------
  Name and Address of
                  Each Broker Through                                                      Number of                    Name of
                  Whom the Securities                                        Aggregate     Shares or    Approximate     Each
  Title of the    are to be Offered or                    Number of Shares   Market        Other Units  Date of Sale    Securities
  Class of        Each Market Maker who                   or Other Units     Value         Outstanding  (See instr.     Exchange
  Securities      is Acquiring the        Broker-Dealer   To Be Sold         (See instr.   (See instr.  3(f))           (See instr.
  To Be Sold      Securities              File Number     (See instr. 3(c))  3(d))         (3(e))       (MO. DAY  YR.)  3(g))
  -----------------------------------------------------------------------------------------------------------------------------------
                  Goldman, Sachs & Co.
                  85 Broad Street
  Common          New York, NY 10004                       1,500,000       $168,150,000(1)  483,474,693   02/06/01       None(2)
  -----------------------------------------------------------------------------------------------------------------------------------
  
  -----------------------------------------------------------------------------------------------------------------------------------
  
  -----------------------------------------------------------------------------------------------------------------------------------
  
  (1)  Value as of the close of trading on February 5, 2001.
  (2)  Although the common stock of The Goldman Sachs Group, Inc. is traded on the
       NYSE, the securities being sold will not be sold on the NYSE.
  INSTRUCTIONS:
  
  1. (a) Name of Issuer
     (b) Issuer's I.R.S. Identification Number
     (c) Issuer's S.E.C. file number, if any
     (d) Issuer's address, including zip code
     (e) Issuer's telephone number, including area code
  
  2. (a) Name of person for whose account the securities are to be sold
     (b) Such person's I.R.S. identification number, if such person is an entity
     (c) Such person's relationship to the issuer (e.g., officer, director, 10%
         stockholder, or member of immediate family of any of the foregoing)
     (d) Such person's address, including zip code
  
  3. (a) Title of the class of securities to be sold
     (b) Name and address of each broker through whom the securities are intended
         to be sold
     (c) Number of shares or other units to be sold (if debt securities, give the
         aggregate face amount)
     (d) Aggregate market value of the securities to be sold as of a specified
         date within 10 days prior to the filing of this notice
     (e) Number of shares or other units of the class outstanding, or if debt
         securities the face amount thereof outstanding, as shown by the most
         recent report or statement published by the issuer
     (f) Approximate date on which the securities are to be sold
     (g) Name of each securities exchange, if any, on which the securities are
         intended to be sold
  TABLE I--SECURITIES TO BE SOLD
  
                Furnish the following information with respect to the
                  acquisition of the securities to be sold and with
                  respect to the payment of all or any part of the
                   purchase price or other consideration therefor:
  Name of Person
                                                             from Whom Acquired
  Title of     Date You   Nature of Acquisition              (if gift, also give        Amount of            Date of   Nature of
  the Class    Acquired   Transaction                        date donor acquired)       Securities Acquired  Payment   Payment
  -----------------------------------------------------------------------------------------------------------------------------------
  Common       05/05/99   Kamehameha Activities Association  The Goldman Sachs          30,975,421           05/05/99  Exchange of a
                          Association ("KAA") acquired the   Group, Inc                                                limited
                          shares of common stock upon the                                                              partnership
                          succession of The Goldman Sachs                                                              interest in The
                          Group, Inc. to the business of                                                               Goldman Sachs
                          The Goldman Sachs Group, L.P., in                                                            Group, L.P.
                          which KAA held a limited
                          partnership interest.
  
  -----------------------------------------------------------------------------------------------------------------------------------
  INSTRUCTIONS:   If the securities were purchased and full payment therefor was
                  not made in cash at the time of purchase, explain in the table
                  or in a note thereto the nature of the consideration given.  If
                  the consideration consisted of any note or other obligation, or
                  if payment was made in installments describe the arrangement
                  and state when the note or other obligation was discharged in
                  full or the last installment paid.
  
                TABLE II -- SECURITIES SOLD DURING THE PAST 3 MONTHS
  
  Furnish the following information as to all securities of the issuer sold during
  the past 3 months by the person for whose account the securities are to be sold.
  Amount of
  Name and Address of Seller           Title of Securities Sold            Date of Sale       Securities Sold       Gross Proceeds
  -----------------------------------------------------------------------------------------------------------------------------------
  N/A                                   N/A                                  N/A               N/A                    N/A
  
  -----------------------------------------------------------------------------------------------------------------------------------
  REMARKS:
  INSTRUCTIONS:
  See the definition of "person" in paragraph(a) of Rule 144.  Information is to
  be given not only as to the person for whose account the securities are to be
  sold but also to all other persons included in that definition.  In addition,
  information shall be given as to sales by all persons whose sales are required
  by paragraph  (e) of Rule 144 to be aggregated with sales (for the account of
  the person filing notice.
  
                                   February 6, 2001
                        -------------------------------------
                                   DATE OF NOTICE
  ATTENTION:
  The person for whose account the securities to which this notice relates are to
  be sold hereby represents by signing this notice that he does not know any
  material adverse information in regard to the current and prospective operations
  of the Issuer of the securities to be sold which has not been publicly
  disclosed.
  
                        /S/ Wallace G. K. Chin
                        -------------------------------------
                        Wallace G. K. Chin
                        President
  
   The notice shall be signed by the person for whose account the securities are
       to be sold. At least one copy of the notice shall be manually signed.
       Any copies not manually signed shall bear typed or printed signatures.
  
  ATTENTION: Intentional misstatements or omission of facts constitute
  Federal Criminal Violations (See 18 U.S.C. 1001)