1933 Act Registration No. 33-17619
1940 Act Registration No. 811-5349
 

SECURITIES AND EXCHANGE COMMISSION

Form N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 ( X )

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and/or

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 ( X )

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(Check appropriate box or boxes)

GOLDMAN SACHS TRUST

4900 Sears Tower
Chicago, Illinois 60606-6303
(Address of principal executive offices)

Registrant’s Telephone Number,
including Area Code 312-655-4400

It is proposed that this filing will become effective (check appropriate box)

    Immediately upon filing pursuant to paragraph (b)

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    On December 28, 2001 pursuant to paragraph (b)
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    60 days after filing pursuant to paragraph (a)(1)
    On (date) pursuant to paragraph (a)(1)
    75 days after filing pursuant to paragraph (a)(2)
    On (date) pursuant to paragraph (a)(2) of rule 485.

	THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
	AN INVESTMENT IN A FUND IS NOT A BANK DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN A FUND INVOLVES INVESTMENT RISKS AND YOU MAY LOSE MONEY IN A FUND.

	n	Goldman Sachs CORE SM International Equity Fund
	n	Goldman Sachs International Equity Fund
	n	Goldman Sachs European Equity Fund
	n	Goldman Sachs Japanese Equity Fund
	n	Goldman Sachs International Growth Opportunities Fund
	n	Goldman Sachs Emerging Markets Equity Fund
	n	Goldman Sachs Asia Growth Fund

General Investment
Management Approach

ACTIVE INTERNATIONAL STYLE FUNDS

	Goldman Sachs’ Active International Investment Philosophy:

The Investment Adviser attempts to manage risk in these Funds through disciplined portfolio construction and continual portfolio review and analysis. As a result, bottom-up stock selection, driven by fundamental research, should be a main driver of returns.

QUANTITATIVE (“CORE”) STYLE FUNDS

	Goldman Sachs’ CORE Investment Philosophy:
	Goldman Sachs’ quantitative style of funds—CORE—emphasizes the two building blocks of active management: stock selection and portfolio construction .
	I. CORE Stock Selection
	The CORE Fund uses the Goldman Sachs proprietary multifactor model (“Multifactor Model”), a rigorous computerized rating system, to forecast the returns of securities held in the Fund’s portfolio. The Multifactor Model incorporates common variables covering measures of:

	n	Value (How is the company priced relative to fundamental accounting measures?)
	n	Price Momentum (What are medium-term price trends?)
	n	Earnings Momentum (Are company profit expectations growing?)
	n	Stability (How likely is the risk of earnings disappointment?)

	All of the above factors are carefully evaluated within the Multifactor Model since each has demonstrated a significant impact on the performance of the securities and markets they were designed to forecast. Stock selection in this process combines both our quantitative and qualitative analysis.
	II. CORE Portfolio Construction
	Portfolio risk is monitored with the use of a sophisticated risk model, which measures the portfolio’s exposure to a variety of risk factors and estimates the associated volatility. In this process, the Investment Adviser manages risk by attempting to limit deviations from the benchmark and by attempting to run a size and sector neutral portfolio. A computer optimizer evaluates many different security combinations (considering many possible weightings) in an effort to construct the most efficient risk/return portfolio given each CORE Fund benchmark. In addition, the CORE International Equity Fund utilizes proprietary quantitative models to allocate assets across countries.

Goldman Sachs CORE Funds are fully invested, broadly diversified and offer consistent overall portfolio characteristics. They may serve as good foundations on which to build a portfolio.

Fund Investment Objectives
and Strategies

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

	Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) in a broadly diversified portfolio of equity investments in companies that are organized outside the United States or whose securities are principally traded outside the United States.
	The Fund may allocate its assets among countries as determined by the Investment Adviser from time to time, provided the Fund’s assets are invested in at least three foreign countries. The Fund may invest in the securities of issuers in countries with emerging markets or economies (“emerging countries”).
	The Fund seeks broad representation of large-cap issuers across major countries and sectors of the international economy. The Fund’s investments are selected using both a variety of quantitative techniques and fundamental research in seeking to maximize the Fund’s expected return, while maintaining risk, style, capitalization and industry characteristics similar to the EAFE® Index. In addition, the Fund seeks a portfolio composed of companies with attractive valuations and stronger momentum characteristics than the EAFE® Index.
	Other.  The Fund’s investments in fixed-income securities are limited to securities that are considered to be cash equivalents.

Goldman Sachs
International Equity Fund

INVESTMENT OBJECTIVE

	The Fund seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

	The Fund expects to invest a substantial portion of its assets in the securities of issuers located in the developed countries of Western Europe and in Japan. However, the Fund may also invest in the securities of issuers located in Australia, Canada, New Zealand and in emerging countries. Currently, emerging countries include, among others, most Latin and South American, African, Asian and Eastern European nations.
	Other.  The Fund may also invest up to 20% of its Net Assets in fixed-income securities, such as government, corporate and bank debt obligations.

INVESTMENT OBJECTIVE

	The Fund seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

	Equity Investments.  The Fund invests, under normal circumstances, substantially all, and at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in European issuers. Because of its focus, the Fund will be more susceptible to European economic, market, political and local risks than a fund that is more geographically diversified.
	A European issuer is a company that either:

	n	Has a class of its securities whose principal securities market is in one or more European countries;
	n	Is organized under the laws of, or has a principal office in, a European country;
	n	Derives 50% or more of its total revenue from goods produced, sales made or services provided in one or more European countries; or
	n	Maintains 50% or more of its assets in one or more European countries.

	The Fund may allocate its assets among different countries as determined by the Investment Adviser from time to time, provided that the Fund’s assets are invested in at least three European countries. It is currently anticipated that a majority of the Fund’s assets will be invested in the equity securities of large-cap companies located in the developed countries of Western Europe. However, the Fund may also invest, without limit, in mid-cap companies and small-cap companies, as well as companies located in emerging countries in Eastern European nations, including the states that formerly comprised the Soviet Union and Yugoslavia.
	Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in equity investments in issuers located in non-European countries including emerging countries located in Latin and South America, Africa and Asia, and in fixed-income securities, such as government, corporate and bank debt obligations.

Goldman Sachs
Japanese Equity Fund

INVESTMENT OBJECTIVE

	The Fund seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

	The Fund’s concentration in Japanese issuers will expose it to the risks of adverse social, political and economic events which occur in Japan or affect the Japanese markets. These risks, some of which are discussed briefly below, may adversely affect the ability of the Fund to achieve its investment objective.
	Japan’s economy, the second largest among developed nations, grew substantially after World War II. More recently, however, Japan’s economic growth has been substantially below the level of earlier decades, and its economy has drifted between modest growth and recession. Currently, Japan has been experiencing stagnant consumer demand and rising unemployment. In response to these conditions, Japan has attempted to implement changes regarding high wages and taxes, currency valuations, structural rigidities, political reform and the deregulation

	of its economy. These initiatives have, however, resulted in notable uncertainty and loss of public confidence. The current Prime Minister, shortly after taking office in April 2001, announced the outlines of a reform agenda to revitalize the economy. However, in November 2001, the credit rating of Japanese Government debt was downgraded as concern increased regarding the slow progress in implementing effective structural economic reform.
	Japan’s economy is heavily dependent upon international trade, and is especially sensitive to trade barriers and disputes. In particular, Japan relies on large imports of agricultural products, raw materials and fuels. A substantial rise in world oil or commodity prices, or a fall-off in Japan’s manufactured exports, could be expected to affect Japan’s economy adversely. In addition, Japan is vulnerable to earthquakes, volcanoes and other natural disasters. Japan’s banking industry has suffered from non-performing loans, low real estate values and lower valuations of securities holdings. Many Japanese banks have required public funds to avert insolvency. In addition, large amounts of bad debt have prevented banks from expanding their loan portfolios despite low discount rates.
	The Japanese securities markets are less regulated than the U.S. markets. Evidence has emerged from time to time of distortion of market prices to serve political or other purposes. Shareholders’ rights are also not always enforced. For most of the 1990’s, Japanese securities markets experienced significant declines. Although the stock markets exhibited strength in 1999, they again generally declined in 2000 and through the first three quarters of 2001.
	The common stock of many Japanese companies have historically traded at high price-earnings ratios. Differences in accounting methods, interest rates and inflation have made it difficult to compare the earnings and price-earnings ratios of Japanese companies with those of companies in other countries, especially the United States. In addition, Japan’s relatively high degree of equity security cross-holdings between banks and corporations sometimes distorts supply/ demand conditions of certain securities. Such distortions may lead to higher price-earnings ratios in Japan than in other countries, although more recently the degree of such security cross-holdings has begun to diminish.
	Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in equity investments in non-Japanese issuers and in fixed-income securities, such as government, corporate and bank debt obligations.

INVESTMENT OBJECTIVE

	The Fund seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

	The Fund seeks to achieve its investment objective by investing in issuers that are considered by the Investment Adviser to be strategically positioned for long-term growth.
	The Fund may allocate its assets among countries as determined by the Investment Adviser from time to time provided that the Fund’s assets are invested in at least three foreign countries. The Fund expects to invest a substantial portion of its assets in securities of companies in the developed countries of Western Europe, Japan and Asia. However, the Fund may also invest in the securities of issuers located in Australia, Canada, New Zealand and in emerging countries. Currently, emerging countries include, among others, most Latin and South American, African, Asian and Eastern European nations.
	Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in equity investments in companies with public stock market capitalizations outside the market capitalization range stated above at the time of investment and in fixed-income securities, such as government, corporate and bank debt obligations. If the market capitalization of a company held by the Fund moves outside the range stated above, the Fund may, consistent with its investment objective, continue to hold the security.

INVESTMENT OBJECTIVE

	The Fund seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

	An emerging country issuer is any company that either:

	n	Has a class of its securities whose principal securities market is in an emerging country;
	n	Is organized under the laws of, or has a principal office in, an emerging country;
	n	Derives 50% or more of its total revenue from goods produced, sales made or services provided in one or more emerging countries; or
	n	Maintains 50% or more of its assets in one or more emerging countries.

	Under normal circumstances, the Fund maintains investments in at least six emerging countries, and will not invest more than 35% of its Net Assets in securities of issuers in any one emerging country. Allocation of the Fund’s investments will depend upon the relative attractiveness of the emerging country markets and particular issuers. In addition, macro-economic factors and the portfolio managers’ and Goldman Sachs economists’ views of the relative attractiveness of emerging countries and currencies are considered in allocating the Fund’s assets among emerging countries.
	Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in (i) fixed-income securities of private and government emerging country issuers; and (ii) equity and fixed-income securities, such as government, corporate and bank debt obligations, of issuers in developed countries.

INVESTMENT OBJECTIVE

	The Fund seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

	Equity Investments.  The Fund invests, under normal circumstances, substantially all, and at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in Asian issuers.
	An Asian issuer is any company that either:

	n	Has a class of its securities whose principal securities market is in one or more Asian countries;
	n	Is organized under the laws of, or has a principal office in, an Asian country;
	n	Derives 50% or more of its total revenue from goods produced, sales made or services provided in one or more Asian countries; or
	n	Maintains 50% or more of its assets in one or more Asian countries.

	as well as any other country in Asia (other than Japan) to the extent that foreign investors are permitted by applicable law to make such investments.
	Allocation of the Fund’s investments will depend upon the Investment Adviser’s views of the relative attractiveness of the Asian markets and particular issuers.
	Concentration of the Fund’s assets in one or a few of the Asian countries and Asian currencies will subject the Fund to greater risks than if the Fund’s assets were not so concentrated. For example, on August 31, 2001 (the end of the Fund’s last fiscal year), 24.5% of the Fund’s assets were invested in securities that traded in Hong Kong.
	Starting in mid-1997 some Pacific region countries began to experience currency devaluations that resulted in high interest rate levels and sharp reductions in economic activity. This situation resulted in a significant drop in the securities prices of companies located in the region. Since that time countries in the region have experienced recession and government intervention, have sought assistance from the International Monetary Fund and have experienced substantial domestic unrest. Although some restructuring has been undertaken, there can be no assurance that these efforts will be successful or that their recent problems will not persist. At the end of its last fiscal year, a substantial portion of the Asia Growth Fund was invested in securities traded in the Hong Kong market. In 1997, the sovereignty of Hong Kong reverted from the United Kingdom to China. Although Hong Kong is, by law, to maintain a high degree of autonomy, there can be no assurance that Hong Kong will not be adversely affected by Chinese sovereignty or political developments. Furthermore, the reversion of Hong Kong to China has created additional uncertainty as to future currency valuations relative to the U.S. dollar. Because the Hong Kong stock market has significant exposure to the property market in Hong Kong, the Fund’s investments could be adversely affected by a decline in that market.
	Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in equity investments in issuers located in non-Asian countries and Japan, and in fixed-income securities, such as government, corporate and bank debt obligations.

Other Investment Practices
and Securities

The table below identifies some of the investment techniques that may (but are not required to) be used by the Funds in seeking to achieve their investment objectives. The table also highlights the differences among the Funds in their use of these techniques and other investment practices and investment securities. Numbers in this table show allowable usage only; for actual usage, consult the Fund’s annual/semi-annual reports. For more information see Appendix A.

*	Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.

1	The Funds may purchase and sell call and put options.
2	The Funds may sell covered call and put options and purchase call and put options.

10  Percent of Total Assets (excluding securities lending collateral) (italic type)

*	Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.

1	Issued by U.S. or foreign banks.
2	Limited by the amount the Fund invests in fixed-income securities.
3	Except as noted under “Non-Investment Grade Fixed Income Securities,” fixed-income securities are investment grade (e.g., BBB or higher by Standard & Poor’s Rating Group (“Standard & Poor’s”) or Baa or higher by Moody’s Investor’s Service, Inc. (“Moody’s”)).
4	Cash equivalents only.
5	The European Equity Fund may invest in the aggregate up to 20% of its Net Assets in: (1) equity investments in issuers located in non-European countries; and (2) fixed-income securities.
6	May be BB or lower by Standard & Poor’s or Ba or lower by Moody’s at the time of investment.

7	The Japanese Equity Fund may invest in the aggregate up to 20% of its Net Assets in: (1) fixed-income securities; and (2) equity investments in non-Japanese issuers.
8	The International Growth Opportunities Fund may invest in the aggregate up to 20% of its Net Assets in (1) fixed-income securities; and (2) equity investments in companies with public stock market capitalizations of less than $100 million or more than $4 billion at the time of investment.
9	The Emerging Markets Equity Fund may invest in the aggregate up to 20% of its Net Assets in: (1) fixed-income securities of private and government emerging country issuers; and (2) equity and fixed-income investments in issuers in developed countries.

n	Interest Rate Risk — The risk that when interest rates increase, securities held by a Fund will decline in value. Long-term fixed-income securities will normally have more price volatility because of this risk than short-term fixed-income securities.
n	Foreign Risk — The risk that when a Fund invests in foreign securities, it will be subject to risk of loss not typically associated with domestic issuers. Loss may result because of less foreign government regulation, less public information and less economic, political and social stability. Loss may also result from the imposition of exchange controls, confiscations and other government restrictions. A Fund will also be subject to the risk of negative foreign currency rate fluctuations. Foreign risks will normally be greatest when a Fund invests in issuers located in emerging countries.
n	Derivatives Risk — The risk that loss may result from a Fund’s investments in options, futures, swaps, structured securities and other derivative instruments. These instruments may be leveraged so that small changes may produce disproportionate losses to a Fund.
n	Management Risk — The risk that a strategy used by the Investment Adviser may fail to produce the intended results.
n	Market Risk — The risk that the value of the securities in which a Fund invests may go up or down in response to the prospects of individual companies, particular industry sectors and/or general economic conditions. Price changes may be temporary or last for extended periods. A Fund’s investments may be overweighted from time to time in one or more industry sectors, which will increase the Fund’s exposure to risk of loss from adverse developments affecting those sectors.
n	Liquidity Risk — The risk that a Fund will not be able to pay redemption proceeds within the time period stated in this Prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. Funds that invest in non-investment grade fixed-income securities, small capitalization stocks, REITs or emerging country issuers will be especially subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities within particular investment categories, will shrink or disappear suddenly and without warning as a result of adverse economic, market or political events, or adverse investor perceptions whether or not accurate. The Goldman Sachs Asset Allocation Portfolios (the “Asset Allocation Portfolios”) expect to invest a significant percentage of their assets in the Funds and other funds for which Goldman Sachs now or in the future acts as investment adviser or underwriter. Redemptions by an Asset Allocation Portfolio of its position in a Fund may further increase liquidity risk and may impact a Fund’s net asset value (“NAV”).
n	Stock Risk — The risk that stock prices have historically risen and fallen in periodic cycles. Recently, U.S. and foreign stock markets have experienced substantial price volatility.

Specific Funds:

n	Small Cap Risk — The securities of small capitalization stocks involve greater risks than those associated with larger, more established companies and may be subject to more abrupt or erratic price movements. Securities of such issuers may lack sufficient market liquidity to enable a Fund to effect sales at an advantageous time or without a substantial drop in price.
n	IPO Risk — The risk that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. When a Fund’s asset base is small, a significant portion of the Fund’s performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Fund. As the Fund’s assets grow, the effect of the Fund’s investments in IPOs on the Fund’s performance probably will decline, which could reduce the Fund’s performance.

More information about the Funds’ portfolio securities and investment techniques, and their associated risks, is provided in Appendix A. You should consider the investment risks discussed in this section and in Appendix A. Both are important to your investment choice.

Fund Performance

HOW THE FUNDS HAVE PERFORMED

	The bar chart and table below provide an indication of the risks of investing in a Fund by showing: (a) changes in the performance of a Fund’s Class A Shares from year to year; and (b) how the average annual total returns of a Fund’s Class A, B and C Shares compare to those of broad-based securities market indices. The bar chart and table assume reinvestment of dividends and distributions. A Fund’s past performance is not necessarily an indication of how the Fund will perform in the future.
	The average annual total return calculation reflects a maximum initial sales charge of 5.5% for Class A Shares, the assumed contingent deferred sales charge (“CDSC”) for Class B Shares (5% maximum declining to 0% after six years), and the assumed CDSC for Class C Shares (1% if redeemed within 12 months of purchase). The bar chart does not reflect the sales loads applicable to Class A Shares. If the sales loads were reflected, returns would be less. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.

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CORE International Equity Fund

TOTAL RETURN		CALENDAR YEAR (CLASS A)
The total return for Class A Shares for the 9-month period ended September 30, 2001 was -23.55%. Best Quarter* Q4 ’98 +18.84% Worst Quarter* Q3 ’98 -16.00%

AVERAGE ANNUAL TOTAL RETURN

For the period ended December 31, 2000		1 Year				Since Inception
Class A (Inception 8/15/97)
Including Sales Charges			-20.84%				1.24%
Morgan Stanley Capital International (MSCI®) Europe, Australasia, Far East (EAFE®) Index (unhedged)**			-13.92%				6.18%
Class B (Inception 8/15/97)
Including CDSC			-20.77%				2.40%
MSCI® EAFE® Index (unhedged)**			-13.92%				6.18%
Class C (Inception 8/15/97)
Including CDSC			-17.51%				5.54%
MSCI® EAFE® Index (unhedged)**			-13.92%				6.18%

*	Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
**	The unmanaged MSCI® EAFE® Index (unhedged) is a market capitalization-weighted composite of securities in 21 developed markets. The Index figures do not reflect any deduction for fees or expenses.

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International Equity Fund

TOTAL RETURN		CALENDAR YEAR (CLASS A)
The total return for Class A Shares for the 9-month period ended September 30, 2001 was -27.68%. Best Quarter* Q4 ’99 +21.70% Worst Quarter* Q3 ’98 -14.37%

AVERAGE ANNUAL TOTAL RETURN

European Equity Fund

TOTAL RETURN		CALENDAR YEAR (CLASS A)
The total return for Class A Shares for the 9-month period ended September 30, 2001 was -28.15%. Best Quarter* Q4 ’99 +24.66% Worst Quarter* Q3 ’00 -6.94%

AVERAGE ANNUAL TOTAL RETURN

Japanese Equity Fund

TOTAL RETURN		CALENDAR YEAR (CLASS A)
The total return for Class A Shares for the 9-month period ended September 30, 2001 was -29.73%. Best Quarter* Q3 ’99 +23.08% Worst Quarter* Q4 ’00 -18.38%

AVERAGE ANNUAL TOTAL RETURN

International Growth Opportunities Fund

TOTAL RETURN		CALENDAR YEAR (CLASS A)
The total return for Class A Shares for the 9-month period ended September 30, 2001 was -29.50%. Best Quarter* Q1 ’00 +14.53% Worst Quarter* Q4 ’00 -13.44%

AVERAGE ANNUAL TOTAL RETURN

Emerging Markets Equity Fund

TOTAL RETURN		CALENDAR YEAR (CLASS A)
The total return for Class A Shares for the 9-month period ended September 30, 2001 was -24.29%. Best Quarter* Q4 ’99 +29.84% Worst Quarter* Q3 ’98 -22.94%

AVERAGE ANNUAL TOTAL RETURN

Asia Growth Fund

TOTAL RETURN		CALENDAR YEAR (CLASS A)
The total return for Class A Shares for the 9-month period ended September 30, 2001 was -24.22%. Best Quarter* Q2 ’99 +30.97% Worst Quarter* Q4 ’97 -27.33%

AVERAGE ANNUAL TOTAL RETURN