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GOLDMAN SACHS TRUST
4900 Sears Tower
Chicago, Illinois 60606-6303
December 31, 1998
VIA EDGAR TRANSMISSION
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Goldman Sachs Trust -- CIK No. 0000822977
Request for Withdrawal of Post-Effective
Amendment No. 49 to the Registration
Statement on Form N-1A
(1933 Act Registration No. 33-17619)
(1940 Act Registration No. 811-5349)
Ladies and Gentlemen:
Pursuant to Rule 477(a) under the Securities Act of 1933, Goldman Sachs
Trust (the "Trust") hereby requests that the above-referenced Post-Effective
Amendment to the Trust's Registration Statement on Form N-1A (the
"Post-Effective Amendment") be withdrawn.
The Post-Effective Amendment was submitted and accepted for filing on
December 4, 1998 (Form Type 485APOS). The purpose of the Post-Effective
Amendment was to add to the statement of additional information separate account
performance information relating to the CORE Large Cap Value Fund. The Trust is
requesting that the Post-Effective Amendment be withdrawn because the staff of
the Securities and Exchange Commission (the "Commission") has requested that the
Trust remove the separate account performance from the statement of additional
information.
The disclosure in the registration statement and all financial
statements prepared since the commencement of operations are the responsibility
of the Trust. The Trust acknowledges that staff comments or changes in response
to staff comments in the proposed disclosure in the registration statement and
the financial statements may not be asserted as a defense in any proceeding
which may be brought by any party with respect to this matter. The Trust also
represents to the Commission that should the Commission or the staff acting
pursuant to delegated authority, withdraw the Post-Effective Amendment, it does
not foreclose the Commission from taking any action with respect to the
registration statement or financial statements, and the Trust
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represents that it will not assert this action as a defense in any proceeding
initiated by the Commission or any party under the federal securities laws of
the United States.
The Trust further acknowledges, that the action of the Commission or the
staff, acting pursuant to delegated authority, in withdrawing the Post-Effective
Amendment, does not relieve the Trust from its full responsibility for the
adequacy and accuracy of the disclosures in the registration statement and the
financial statements.
Thank you for your consideration of this request. Should questions arise
in conjunction with this request, or if there is any way we can be of
assistance in expediting the processing of this request, please call Kenneth
L. Greenberg, Esq. at (215) 988-1152.
Very truly yours,
Goldman Sachs Trust
By: /s/ Douglas C. Grip
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Douglas C. Grip
President
