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


                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                                Amendment No. 2



                                Radiologix, Inc.
-------------------------------------------------------------------------------
                                (Name of Issuer)



                         Common Stock, $0.0001 par value
-------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    75040K109
                  --------------------------------------------
                                 (CUSIP Number)




                                December 31, 2003
-------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

[X] Rule 13d-1(b)

[_] Rule 13d-1(c)

[_] Rule 13d-1(d)



                                Page 1 of 10 pages



-----------------------
  CUSIP No. 75040K109                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

           Goldman Sachs Asset Management, L.P.


------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group
                                                                (a) [_]
                                                                (b) [_]

------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 755,010

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               1,903,809
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  945,161

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               1,148,799

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person

           2,093,960

------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)

          9.6%

------------------------------------------------------------------------------
12.   Type of Reporting Person

           IA

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




                               Page 2 of 10 pages



------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

           Goldman Sachs Trust on behalf of
           Goldman Sachs Small Cap Equity Fund


------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group
                                                                (a) [_]
                                                                (b) [_]

------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               1,148,799
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               1,148,799

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person

           1,148,799

------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)

           5.3%

------------------------------------------------------------------------------
12.   Type of Reporting Person

           IC

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



                                Page 3 of 10 pages




Item 2(a).         Name of Persons Filing:
                   Goldman  Sachs  Asset  Management,  L.P.  and
                   Goldman  Sachs  Trust on behalf of
                   Goldman Sachs Small Cap Equity Fund

Item 2(c).         Citizenship:
                   Goldman Sachs Asset Management, L.P. - Delaware
                   Goldman Sachs Trust - Delaware


Item 3.            If this statement is filed pursuant to Rules 13d-1(b) or
                   13d-2(b) or (c), check whether the person filing is a :

          (a).[ ]  Broker or dealer registered under Section 15 of the Act
                   (15 U.S.C. 78o).

          (b).[_]  Bank as defined in Section 3(a)(6) of the Act
                   (15 U.S.C. 78c).

          (c).[_]  Insurance company as defined in Section 3(a)(19) of the Act
                   (15 U.S.C. 78c).

          (d).[X]  Investment company registered under Section 8 of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-8);
                   Goldman Sachs Trust on behalf of Goldman Sachs Small Cap
                   Equity Fund

          (e).[X]  An investment adviser in accordance with
                   Rule 13d-1(b)(1)(ii)(E);
                   Goldman Sachs Asset Management, L.P.

          (f).[_]  An employee benefit plan or endowment fund in accordance
                   with Rule 13d-1(b)(1)(ii)(F);

          (g).[_]  A parent holding company or control person in accordance
                   with Rule 13d-1(b)(1)(ii)(G);

          (h).[_]  A savings association as defined in Section 3(b) of the
                   Federal Deposit Insurance Act (12 U.S.C. 1813);

          (i).[_]  A church plan that is excluded from the definition of an
                   investment company under Section 3(c)(14) of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-3);

          (j).[_]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


                               Page 4 of 10 pages


Item 4.            Ownership.*

          (a).     Amount beneficially owned:
                   See the response(s) to Item  9 on the attached cover page(s).

          (b).     Percent of Class:
                   See the response(s) to Item 11 on the attached cover page(s).

          (c).     Number of shares as to which such person has:

                   (i).     Sole power to  vote or to direct  the vote:  See the
                            response(s) to Item 5 on the attached cover page(s).

                   (ii).    Shared power to vote or to direct the vote:  See the
                            response(s) to Item 6 on the attached cover page(s).

                   (iii).   Sole power to  dispose or to direct  the disposition
                            of:  See the response(s) to  Item 7  on the attached
                            cover page(s).

                   (iv).    Shared power to dispose or to direct the disposition
                            of:  See the response(s) to  Item 8  on the attached
                            cover page(s).

Item 10.           Certification.
                   By signing  below I certify that, to the best of my knowledge
                   and belief,  the  securities  referred to above were acquired
                   and are held in the ordinary  course of business and were not
                   acquired  and are not  held  for the  purpose  of or with the
                   effect of changing or  influencing  the control of the issuer
                   of the  securities  and were not acquired and are not held in
                   connection with or as a participant in any transaction having
                   that purpose or effect.


--------------------------
     (1) In accordance with Securities and Exchange  Commission  ("SEC") Release
No.   34-39538   (January  12,  1998),   this  filing  reflects  the  securities
beneficially owned by Goldman Sachs Asset Management, L.P. ("GSAM LP"). GSAM LP,
an investment advisor, disclaims beneficial ownership of any securities managed,
on GSAM LP's behalf, by third parties.

     (2) This  statement  amends the  statement on Schedule 13G as most recently
amended by  Amendment  No. 1 thereto  filed with the SEC on March 7, 2003 by
Goldman Sachs Asset Management ("GSAM"), a separate business unit of The Goldman
Sachs Group, Inc.  Beginning on or about April 26, 2003, GSAM LP assumed all, or
substantially all of the rights and  responsibilities of GSAM under the terms of
its advisory agreements.  The full assumption is expected to be completed by the
close of the first quarter of 2004.



                              Page 5 of 10 pages



                                    SIGNATURE


            After reasonable inquiry and to the best of my knowledge
            and belief,  I certify that the information set forth in
            this statement is true, complete and correct.


Date:  February 12, 2004


                                GOLDMAN SACHS ASSET MANAGEMENT, L.P.


                                By: /s/ Roger S. Begelman
                                   ----------------------------------------
                                Name:   Roger S. Begelman
                                Title:  Attorney-in-fact





                                GOLDMAN SACHS TRUST on behalf of
                                Goldman Sachs Small Cap Equity Fund


                                By: /s/ Roger S. Begelman
                                  -------------------------------------------
                                Name:   Roger S. Begelman
                                Title:  Attorney-in-fact



                              Page 6 of 10 pages



                                INDEX TO EXHIBITS


Exhibit No.   Exhibit
-----------   -------

  99.1                Joint Filing  Agreement, dated February 12,2004, between
                      Goldman Sachs Asset Management, L.P. and Goldman Sachs
                      Trust on behalf of Goldman Sachs Small Cap Equity Fund

  99.2                Power of Attorney, dated November 19, 2003,  relating to
                      Goldman Sachs Asset Management, L.P.

  99.3                Power of Attorney, dated July 9, 2003, relating to
                      Goldman Sachs Trust on behalf of GS Small Cap Equity Fund



                              Page 7 of 10 pages




                                                                 EXHIBIT (99.1)




                             JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)  promulgated  under the Securities  Exchange
Act of 1934,  the  undersigned  agree to the  joint  filing  of a  Statement  on
Schedule 13G  (including  any and all  amendments  thereto)  with respect to the
common stock,  $0.0001 par value,  of Radiologix,  Inc. and further agree to the
filing of this agreement as an Exhibit thereto. In addition,  each party to this
Agreement expressly authorizes each other party to this Agreement to file on its
behalf any and all amendments to such Statement on Schedule 13G.

Date:  February 12, 2004



                                  GOLDMAN SACHS ASSET MANAGEMENT, L.P.



                                  By: /s/ Roger S. Begelman
                                  ----------------------------------------
                                  Name:   Roger S. Begelman
                                  Title:  Attorney-in-fact




                                  GOLDMAN SACHS TRUST on behalf of Goldman Sachs
                                  Small Cap Equity Fund


                                  By: /s/ Roger S. Begelman
                                  ----------------------------------------
                                  Name:   Roger S. Begelman
                                  Title:  Attorney-in-fact



                               Page 8 of 10 pages



                                                                  EXHIBIT (99.2)



                                POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE  PRESENTS  that GOLDMAN  SACHS ASSET  MANAGEMENT,
L.P. (the "Company")  does hereby make,  constitute and appoint each of Roger S.
Begelman, Edward T. Joel, Saskia Brookfield Martin and Ted Chang, (and any other
employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in
writing  by one of the  attorneys-in-fact),  acting  individually,  its true and
lawful  attorney,  to execute and deliver in its name and on its behalf  whether
the Company is acting  individually or as representative of others,  any and all
filings required to be made by the Company under the Securities  Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be  beneficially  owned by the Company  under the Act,  giving and granting unto
each said  attorney-in-fact  power and authority to act in the premises as fully
and to all intents and purposes as the Company  might or could do if  personally
present by one of its authorized  signatories,  hereby  ratifying and confirming
all that said  attorney-in-fact  shall lawfully do or cause to be done by virtue
hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of November 19th, 2003.


GOLDMAN SACHS ASSET MANAGEMENT, L.P.


By: s/ Howard Surloff
----------------------------
Name:  Howard Surloff
Title: Managing Director





                              Page 9 of 10 pages



                                                                 EXHIBIT (99.3)







                                POWER OF ATTORNEY


    KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS TRUST (the  "Company")
does hereby make,  constitute and appoint each of Roger S.  Begelman,  Edward T.
Joel, Saskia Brookfield Martin and Susan Goddard, (and any other employee of The
Goldman Sachs Group, Inc. or one of its affiliates  designated in writing by one
of the attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf  whether the Company is acting
individually or as representative of others,  any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended,  the
"Act"),  with respect to securities which may be deemed to be beneficially owned
by  the   Company   under  the  Act,   giving  and   granting   unto  each  said
attorney-in-fact  power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if  personally  present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

    THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

    IN WITNESS  WHEREOF,  the  undersigned  has duly  subscribed these presents
as of July 9th, 2003.


GOLDMAN SACHS TRUST


By: s/ Howard Surloff
                ----------------------------
Name:  Howard Surloff
Title: Managing Director




                              Page 10 of 10 pages