UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                     ----

                                   FORM 10-K
                       FOR ANNUAL AND TRANSITION REPORTS
                    PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

(Mark One)

      [X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934

      For the fiscal year ended December 31, 2005

                                      or

      [_]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934

      For the transition period from ________ to ________

               Commission File Numbers: 333-111858-03, 001-32235

                    Synthetic Fixed-Income Securities, Inc.

                                 on behalf of:

      STRATS(SM) Trust For Goldman Sachs Group Securities, Series 2004-8
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

                  Delaware                               52-2316339
--------------------------------------------------------------------------------
      (State or other jurisdiction of          (I.R.S. Employer Identification
               incorporation                                No.)
              or organization)


301 South College, Charlotte, North Carolina                28288
--------------------------------------------------------------------------------
  (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code: (704) 383-7727

Securities registered pursuant to Section 12(b) of the Act:

Title of each class              Name of exchange on which registered
-------------------              -----------------------------------------------

STRATS(SM) Certificates,         New York Stock Exchange ("NYSE")
Series 2004-8


<PAGE>


Securities registered pursuant to Section 12(g) of the Act:   None

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes [_]  No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes [_]  No [X]

Indicate by check mark whether the registrant: (1) Has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X]  No [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. Not applicable.

Indicate by check mark whether the registrant is large accelerated filer, an
accelerated filer or a non-accelerated filer. See the definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. (check one):
Large accelerated filer [_]   Accelerated filer [_]   Non- accelerated filer [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).

Yes [_]  No [X]

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently
completed second fiscal quarter:

The registrant has no voting stock or class of common stock that is held by
non-affiliates.

                      DOCUMENTS INCORPORATED BY REFERENCE

The following documents are incorporated by reference into Part IV of this
Annual Report: The distribution reports to security holders filed on Form 8-K
during the fiscal year, in lieu of reports on Form 10-Q, which include the
reports filed on Form 8-K listed in Item 15(a) hereto.

                               Introductory Note

Synthetic Fixed-Income Securities, Inc. (the "Depositor") is the Depositor in
respect of the STRATS(SM) Trust For Goldman Sachs Group Securities, Series
2004-8 (the "Trust"), a common law trust formed pursuant to the Base Trust
Agreement, dated as of September 26, 2003, between the Depositor and U.S. Bank
Trust National Association, as trustee (the "Trustee"), as supplemented by the
STRATS(SM) Certificates Series Supplement 2004-8 (the "Series Supplement")
dated as of June 29, 2004 in respect of the Trust. The Trust's assets consist
solely of notes issued by The Goldman Sachs Group, Inc. The Certificates do
not represent obligations of or interests in the Depositor or the Trustee.

Pursuant to staff administrative positions established in Corporate Asset
Backed Corporation (available August 9, 1995), the Trust is not required to
respond to various items of Form 10-K. Such items are designated herein as
"Not Applicable." Distribution reports detailing receipts and distributions by
the Trust are filed after each distribution date on Form 8-K in lieu of
reports on Form 10-Q.


                                      2
<PAGE>


The Goldman Sachs Group, Inc., the issuer of the underlying securities, is
subject to the information reporting requirements of the Securities Exchange
Act of 1934, as amended, (the "Exchange Act"). For information on The Goldman
Sachs Group, Inc. please see its periodic and current reports filed with the
Securities and Exchange Commission (the "Commission") under its Exchange Act
file number, 001-14965. The Commission maintains a site on the World Wide Web
at "http://www.sec.gov" at which users can view and download copies of
reports, proxy and information statements and other information filed
electronically through the Electronic Data Gathering, Analysis and Retrieval
system, or "EDGAR." Periodic and current reports and other information
required to be filed pursuant to the Exchange Act by The Goldman Sachs Group,
Inc. may be accessed on this site. Neither Synthetic Fixed-Income Securities,
Inc. nor the Trustee has participated in the preparation of such reporting
documents, or made any due diligence investigation with respect to the
information provided therein. Neither Synthetic Fixed-Income Securities, Inc.
nor the Trustee has verified the accuracy or completeness of such documents or
reports. There can be no assurance that events affecting the issuer of the
underlying securities, or the underlying securities themselves, have not
occurred or have not yet been publicly disclosed which would affect the
accuracy or completeness of the publicly available documents described above.


                                    PART I

Item 1. Business.
-----------------

      Not Applicable

Item 1A. Risk Factors.
----------------------

      Not Applicable

Item 1B. Unresolved Staff Comments.
-----------------------------------

      Not Applicable

Item 2. Properties.
-------------------

      Not Applicable

Item 3. Legal Proceedings.
--------------------------

      None

Item 4. Submission of Matters to a Vote of Security Holders.
------------------------------------------------------------

      None


                                    PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities.
------------------------------------------------------------------------------

      The Certificates representing investors' interest in the Trust are
represented by one or more physical Certificates registered in the name of
"Cede & Co.", the nominee of The Depository Trust Company. The Certificates
are listed on the NYSE.

Item 6. Selected Financial Data.
--------------------------------

      Not Applicable


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<PAGE>


Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
-----------------------------------------------------------------------

      Not Applicable

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
--------------------------------------------------------------------

      Not Applicable

Item 8. Financial Statements and Supplementary Data.
----------------------------------------------------

      Not Applicable

Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
-----------------------------------------------------------------------

      None

Item 9A.  Controls and Procedures.
----------------------------------

      Not Applicable

Item 9B. Other Information.
---------------------------

      None


                                   PART III

Item 10. Directors and Executive Officers of the Registrant.
------------------------------------------------------------

      Not Applicable

Item 11. Executive Compensation.
--------------------------------

      Not Applicable

Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stock Matters.
---------------------------------------------------------------------------

      Not Applicable

Item 13. Certain Relationships and Related Transactions.
--------------------------------------------------------

      None

Item 14. Principal Accounting Fees and Services.
------------------------------------------------

      Not Applicable


                                    PART IV

Item 15. Exhibits, Financial Statement Schedules.
-------------------------------------------------

      (a)   The following documents have been filed as part of this report.


                                      4
<PAGE>


            1.    Trustee's Distribution Statements documented on Form 8-K of
                  STRATS(SM) Trust For Goldman Sachs Group Securities, Series
                  2004-8 to the certificateholders for the period from January
                  1, 2005 through and including December 31, 2005 have been
                  filed with the Securities and Exchange Commission and are
                  hereby incorporated by reference. Filing dates are listed
                  below:

--------------------------------------------------------------------------------
                Trust Description                   Distribution     Filed on
                                                        Date
--------------------------------------------------------------------------------
STRATS(SM) Trust For Goldman Sachs Group             01-15-2005     01-20-2005
Securities, Series 2004-8                            02-15-2005     02-23-2005
                                                     03-15-2005     03-29-2005
                                                     04-15-2005     04-25-2005
                                                     05-15-2005     05-25-2005
                                                     06-15-2005     06-29-2005
                                                     07-15-2005     07-26-2005
                                                     08-15-2005     08-23-2005
                                                     09-15-2005     09-19-2005
                                                     10-15-2005     10-25-2005
                                                     11-15-2005     11-23-2005
                                                     12-15-2005     12-21-2005

--------------------------------------------------------------------------------

            2.    None

            3.    Exhibits:

                  31.1 - Certification by Director of the Registrant pursuant
                  to 15 U.S.C. Section 7241, as adopted pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002.

                  99.1 - Annual Compliance Report by Trustee pursuant to 15
                  U.S.C. Section 7241, as adopted pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

                  99.2 - Report of Aston Bell & Associates.

                  99.3 - Registrant's Current Report on Form 8-K filed with
                  the Securities and Exchange Commission on January 20, 2005,
                  as further described in Item 15(a)(1) above, is incorporated
                  herein by reference.

                  99.4 - Registrant's Current Report on Form 8-K filed with
                  the Securities and Exchange Commission on February 23, 2005,
                  as further described in Item 15(a)(1) above, is incorporated
                  herein by reference.

                  99.5 - Registrant's Current Report on Form 8-K filed with
                  the Securities and Exchange Commission on March 29, 2005, as
                  further described in Item 15(a)(1) above, is


                                      5
<PAGE>


                  incorporated herein by reference.

                  99.6 - Registrant's Current Report on Form 8-K filed with
                  the Securities and Exchange Commission on April 25, 2005, as
                  further described in Item 15(a)(1) above, is incorporated
                  herein by reference.

                  99.7 - Registrant's Current Report on Form 8-K filed with
                  the Securities and Exchange Commission on May 25, 2005, as
                  further described in Item 15(a)(1) above, is incorporated
                  herein by reference.

                  99.8 - Registrant's Current Report on Form 8-K filed with
                  the Securities and Exchange Commission on June 29, 2005, as
                  further described in Item 15(a)(1) above, is incorporated
                  herein by reference.

                  99.9 - Registrant's Current Report on Form 8-K filed with
                  the Securities and Exchange Commission on July 26, 2005, as
                  further described in Item 15(a)(1) above, is incorporated
                  herein by reference.

                  99.10 - Registrant's Current Report on Form 8-K filed with
                  the Securities and Exchange Commission on August 23, 2005,
                  as further described in Item 15(a)(1) above, is incorporated
                  herein by reference.

                  99.11 - Registrant's Current Report on Form 8-K filed with
                  the Securities and Exchange Commission on September 19,
                  2005, as further described in Item 15(a)(1) above, is
                  incorporated herein by reference.

                  99.12 - Registrant's Current Report on Form 8-K filed with
                  the Securities and Exchange Commission on October 25, 2005,
                  as further described in Item 15(a)(1) above, is incorporated
                  herein by reference.

                  99.13 - Registrant's Current Report on Form 8-K filed with
                  the Securities and Exchange Commission on November 23, 2005,
                  as further described in Item 15(a)(1) above, is incorporated
                  herein by reference.

                  99.14 - Registrant's Current Report on Form 8-K filed with
                  the Securities and Exchange Commission on December 21, 2005,
                  as further described in Item 15(a)(1) above, is incorporated
                  herein by reference.

      (b)   See Item 15(a) above.

      (c)   Not Applicable.


                                      6
<PAGE>


                                   SIGNATURE

      Pursuant to the requirements of Section 13 or 15 (d) the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

                                       Synthetic Fixed-Income Securities, Inc.,
                                       as Depositor for the Trust




                                       By: /s/ Jimmy Whang
                                           ---------------------------
                                           Name: Jimmy Whang
                                           Title: Director


Dated:  March 30, 2006


                                      7
<PAGE>


                                 EXHIBIT INDEX

---------------- ------------------------------------------ -------------
Reference                                                        Exhibit
Number per                                                        Number
Item 601 of                                                      in this
Regulation SK    Description of Exhibits                       Form 10-K
---------------- ------------------------------------------ -------------
(31.1)           Certification by Director of the                   31.1
                 Registrant pursuant to 15 U.S.C.
                 Section 7241, as adopted pursuant to
                 Section 302 of the Sarbanes-Oxley Act of
                 2002.
---------------- ------------------------------------------ -------------
(99.1)           Annual Compliance Report by Trustee                99.1
                 pursuant to 15 U.S.C. Section 7241, as
                 adopted pursuant to Section 302 of the
                 Sarbanes-Oxley Act of 2002.
---------------- ------------------------------------------ -------------
(99.2)           Report of Aston Bell, CPA.                         99.2
---------------- ------------------------------------------ -------------
(99.3)           Registrant's Current Report on Form 8-K            99.3
                 filed with the Securities and Exchange
                 Commission on January 20, 2005, as
                 further described in Item 15(a)(1)
                 above, is incorporated herein by
                 reference.
---------------- ------------------------------------------ -------------
(99.4)           Registrant's Current Report on Form 8-K            99.4
                 filed with the Securities and Exchange
                 Commission on February 23, 2005, as
                 further described in Item 15(a)(1)
                 above, is incorporated herein by
                 reference.
---------------- ------------------------------------------ -------------
(99.5)           Registrant's Current Report on Form 8-K            99.5
                 filed with the Securities and Exchange
                 Commission on March 29, 2005, as further
                 described in Item 15(a)(1) above, is
                 incorporated herein by reference.
---------------- ------------------------------------------ -------------
(99.6)           Registrant's Current Report on Form 8-K            99.6
                 filed with the Securities and Exchange
                 Commission on April 25, 2005, as further
                 described in Item 15(a)(1) above, is
                 incorporated herein by reference.
---------------- ------------------------------------------ -------------
(99.7)           Registrant's Current Report on Form 8-K            99.7
                 filed with the Securities and Exchange
                 Commission on May 25, 2005, as further
                 described in Item 15(a)(1) above, is
                 incorporated herein by reference.
---------------- ------------------------------------------ -------------
(99.8)           Registrant's Current Report on Form 8-K            99.8
                 filed with the Securities and Exchange
                 Commission on June 29, 2005, as further
                 described in Item 15(a)(1) above, is
                 incorporated herein by reference.
---------------- ------------------------------------------ -------------
(99.9)           Registrant's Current Report on Form 8-K            99.9
                 filed with the Securities and Exchange
                 Commission on July 26, 2005, as further
                 described in Item 15(a)(1) above, is
                 incorporated herein by reference.
---------------- ------------------------------------------ -------------
(99.10)          Registrant's Current Report on Form 8-K            99.10
                 filed


                                      8
<PAGE>


---------------- ------------------------------------------ -------------
Reference                                                        Exhibit
Number per                                                        Number
Item 601 of                                                      in this
Regulation SK    Description of Exhibits                       Form 10-K
---------------- ------------------------------------------ -------------
                 with the Securities and Exchange
                 Commission on August 23, 2005, as
                 further described in Item 15(a)(1)
                 above, is incorporated herein by
                 reference.
---------------- ------------------------------------------ -------------
(99.11)          Registrant's Current Report on Form 8-K            99.11
                 filed with the Securities and Exchange
                 Commission on September 19, 2005, as
                 further described in Item 15(a)(1)
                 above, is incorporated herein by
                 reference.
---------------- ------------------------------------------ -------------
(99.12)          Registrant's Current Report on Form 8-K            99.12
                 filed with the Securities and Exchange
                 Commission on October 25, 2005, as
                 further described in Item 15(a)(1)
                 above, is incorporated herein by
                 reference.
---------------- ------------------------------------------ -------------
(99.13)          Registrant's Current Report on Form 8-K            99.13
                 filed with the Securities and Exchange
                 Commission on November 23, 2005, as
                 further described in Item 15(a)(1)
                 above, is incorporated herein by
                 reference.
---------------- ------------------------------------------ -------------
(99.14)          Registrant's Current Report on Form 8-K            99.14
                 filed with the Securities and Exchange
                 Commission on December 21, 2005, as
                 further described in Item 15(a)(1)
                 above, is incorporated herein by
                 reference.
---------------- ------------------------------------------ -------------


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