Certificate of Incorporation - Goldman Sachs Group Inc.


                                                       STATE OF DELAWARE
                                                       SECRETARY OF STATE
                                                    DIVISION OF CORPORATIONS
                                                    FILED 03:15 PM 07/21/1998
                                                        981283699-2923466

                          CERTIFICATE OF INCORPORATION

                                       OF

                         THE GOLDMAN SACHS GROUP, INC.


     FIRST. The name of the Corporation is The Goldman Sachs Group, Inc.

     SECOND. The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.

     THIRD. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law.

     FOURTH. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 1,000, of which 900 shares of the
par value of $0.001 per share shall be designated as a Common Stock and 100
shares of the par value of $0.001 per share shall be designated as Preferred
Stock.

     Shares of Preferred Stock may be issued in one or more series from time to
time as determined by the board of directors, and the board of directors is
expressly authorized to fix by resolution or resolutions the designations and
the powers, preferences and rights, and the qualifications, limitations and
restrictions thereof, of the
shares of each series of Preferred Stock, including the following:

         (a)  the distinctive serial designation of such series which shall
    distinguish it from other series;

         (b)  the number of shares included in such series;

         (c)  the dividend rate (or method of determining such rate), if any,
    payable to the holders of the shares of such series, any conditions upon
    which such dividends shall be paid and the date or dates upon which such
    dividends shall be payable;

         (d)  whether dividends on the shares of such series shall be cumulative
    and, in the case of shares of any series having cumulative dividend rights,
    the date or dates or method of determining the date or dates from which
    dividends on the shares of such series shall be cumulative;

         (e)  the amount or amounts which shall be payable out of the assets of
    the Corporation to the holders of the shares of such series upon voluntary
    or involuntary liquidation, dissolution or winding up of the Corporation,
    and the relative rights of priority, if any, of payment of the shares of
    such series;

         (f)  the price or prices at which, the period or periods within which
    and the terms and conditions upon which the shares of such series may be
    redeemed, in whole or in part, at the option of the Corporation or





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at the option of the holder or holders thereof or upon the happening of a
specified event or events;

     (g) the obligation, if any, of the Corporation to purchase or redeem
shares of such series pursuant to a sinking fund or otherwise and the price or
prices at which, the period or periods within which and the terms and
conditions upon which the shares of such series shall be redeemed or purchased,
in whole or in part, pursuant to such obligation;

     (h) whether or not the shares of such series shall be convertible or
exchangeable, at any time or times at the option of the holder or holders
thereof or at the option of the Corporation or upon the happening of a
specified event or events, into shares of any other class or classes or any
other series of the same or any other class or classes of stock of the
Corporation, and the price or prices or rate or rates of exchange or conversion
and any adjustments applicable thereto; and

     (i) whether or not the holders of the shares of such series shall have
voting rights, in addition to the voting rights provided by law, and if so the
terms of such voting rights.

     FIFTH. The name and mailing address of the incorporator is Gregory K.
Palm, 85 Broad Street, New York, New York 10004.

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         SIXTH.  The board of directors of the Corporation is expressly
authorized to adopt, amend or repeal by-laws of the Corporation.

         SEVENTH. Elections of directors need not be by written ballot except
and to the extent provided in the by-laws of the Corporation.

         EIGHTH.  The number of directors of the Corporation shall be fixed by
the board of directors from time to time pursuant to the by-laws of the
Corporation.

         NINTH.  A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that such exemption from liability or
limitation thereof is not permitted under the Delaware General Corporation Law
as currently in effect or as the same may hereafter be amended. No amendment,
modification or repeal of this Article NINTH shall adversely affect any right or
protection of a director that exists at the time of such amendment, modification
or repeal.

         IN WITNESS WHEREOF, I have signed this certificate of incorporation
this 20th day of July, 1998.



                                           /s/ Gregory K. Palm
                                           -------------------
                                           Gregory K. Palm
                                           Incorporator
    



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