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


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




                                WATER CHEF, INC.
-------------------------------------------------------------------------------
                                (Name of Issuer)



                        Common Stock , $ 0.001 par value
-------------------------------------------------------------------------------
                         (Title of Class of Securities)



                                    940907108
                  --------------------------------------------
                                 (CUSIP Number)


                                 December 31, 2007
-------------------------------------------------------------------------------
             (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)


*The  remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,and
for any  subsequent  amendment  containing  information which  would  alter the
disclosures provided in a prior cover page.


The  information  required in the  remainder  of this  cover page shall  not be
deemed to be "filed" for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the liabilities of that section of
the Act but  shall be  subject  to all other  provisions  of the Act  (however,
see the Notes).

                           Page 1 of 11



-----------------------
  CUSIP No. 940907108                   13G
-----------------------

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

          THE GOLDMAN SACHS GROUP, INC.

------------------------------------------------------------------------------
 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
                               16,593,081
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               16,593,081

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


           16,593,081


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

                                                                    [_]

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


           8.6 %


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

           HC-CO

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



                                Page 2 of 11


-----------------------
  CUSIP No. 940907108                   13G
-----------------------

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

          GOLDMAN, SACHS & CO.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



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

           New York

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

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               16,593,081
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               16,593,081

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


           16,593,081


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

                                                                    [_]

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


           8.6 %


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

           BD-PN-IA

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



                                Page 3 of 11



Item 1(a).         Name of Issuer:
                   WATER CHEF, INC.

Item 1(b).         Address of Issuer's Principal Executive Offices:
                   68 South Service Road
                   Suite 100
                   Melville, New York 11747


Item 2(a).         Name of Persons Filing:

                   THE GOLDMAN SACHS GROUP, INC.
                   GOLDMAN, SACHS & CO.

Item 2(b).         Address of Principal Business Office or, if none, Residence:

                   The Goldman Sachs Group, Inc.
                   85 Broad Street
                   New York, NY 10004

                   Goldman, Sachs & Co.
                   85 Broad Street
                   New York, NY 10004

Item 2(c).         Citizenship:
                   THE GOLDMAN SACHS GROUP, INC. - Delaware
                   GOLDMAN, SACHS & CO. - New York

Item 2(d).         Title of Class of Securities:
                   Common Stock ,$ 0.001 par value

Item 2(e).         CUSIP Number:
                   940907108

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).[X]  Broker or dealer registered under Section 15 of the Act
                   (15 U.S.C. 78o).
                              Goldman, Sachs & Co.

          (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).[_]  Investment company registered under Section 8 of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-8).

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

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

          (g).[X]  A parent holding company or control person in accordance
                   with Rule 13d-1(b)(1)(ii)(G);
                              The Goldman Sachs Group, Inc.

          (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 11

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 5.            Ownership of Five Percent or Less of a Class.
                             Not Applicable

Item 6.            Ownership of More than Five Percent on Behalf of Another
                   Person.
                             Not Applicable

Item 7.            Identification  and  Classification  of the Subsidiary Which
                   Acquired  the  Security  Being  Reported  on  by the  Parent
                   Holding Company.
                             See Exhibit (99.2)

Item 8.            Identification and Classification of Members of the Group.
                             Not Applicable

Item 9.            Notice of Dissolution of Group.
                             Not Applicable

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.


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


  * In accordance  with the  Securities and Exchange  Commission  Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively,  the "Goldman Sachs
Reporting  Units") of The Goldman  Sachs Group,  Inc. and its  subsidiaries  and
affiliates  (collectively,  "GSG"). This filing does not reflect securities,  if
any,  beneficially  owned by any  operating  units  of GSG  whose  ownership  of
securities is  disaggregated  from that of the Goldman Sachs  Reporting Units in
accordance  with  the  Release.  The  Goldman  Sachs  Reporting  Units  disclaim
beneficial  ownership  of the  securities  beneficially  owned by (i) any client
accounts  with  respect  to which the  Goldman  Sachs  Reporting  Units or their
employees  have  voting  or  investment  discretion,  or both and  (ii)  certain
investment  entities  of which  the  Goldman  Sachs  Reporting  Units act as the
general  partner,  managing  general  partner  or other  manager,  to the extent
interests  in such  entities  are held by persons  other than the Goldman  Sachs
Reporting Units.




                               Page 5 of 11


                                    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 6, 2008

             THE GOLDMAN SACHS GROUP, INC.

             By:/s/  Lauren LoFaro
              ----------------------------------------
             Name:   Lauren LoFaro
             Title:  Attorney-in-fact


             GOLDMAN, SACHS & CO.

             By:/s/  Lauren LoFaro
              ----------------------------------------
             Name:   Lauren LoFaro
             Title:  Attorney-in-fact




                               Page 6 of 11


                                INDEX TO EXHIBITS



Exhibit No.             Exhibit
-----------             -------
  99.1          Joint Filing Agreement
  99.2          Item 7 Information
  99.3          Power of Attorney, relating to
                THE GOLDMAN SACHS GROUP, INC.
  99.4          Power of Attorney, relating to
                GOLDMAN, SACHS & CO.

                               Page 7 of 11


                                                                  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 ,$ 0.001 par value, of WATER CHEF, 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 6, 2008

             THE GOLDMAN SACHS GROUP, INC.

             By:/s/  Lauren LoFaro
              ----------------------------------------
             Name:   Lauren LoFaro
             Title:  Attorney-in-fact


             GOLDMAN, SACHS & CO.

             By:/s/  Lauren LoFaro
              ----------------------------------------
             Name:   Lauren LoFaro
             Title:  Attorney-in-fact



                               Page 8 of 11


                                                                  EXHIBIT (99.2)

                                ITEM 7 INFORMATION

    The  securities   being   reported  on  by  The  Goldman  Sachs Group,  Inc.
("GS Group"), as  a parent  holding  company, are owned, or may be  deemed to be
beneficially  owned, by  Goldman,   Sachs & Co.  ("Goldman  Sachs"), a broker or
dealer  registered  under  Section  15 of  the  Act and an investment    adviser
registered  under Section 203 of the  Investment  Advisers Act of 1940.  Goldman
Sachs is a direct and indirect wholly-owned subsidiary of GS Group.

                               Page 9 of 11

                                                                  EXHIBIT (99.3)

                                POWER OF ATTORNEY


KNOW  ALL  PERSONS BY  THESE PRESENTS  that  THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Catherine Wedgbury,
Ronald L. Christopher and Lauren LoFaro  (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
December 4, 2007.


THE GOLDMAN SACHS GROUP, INC.


By:   /s/ Gregory K. Palm
____________________________
Name:  Gregory K. Palm
Title: Executive Vice President and General Counsel




                               Page 10 of 11



                                                                  EXHIBIT (99.4)

                                POWER OF ATTORNEY


KNOW  ALL  PERSONS BY THESE  PRESENTS that GOLDMAN, SACHS & CO. (the "Company")
does hereby make, constitute and  appoint each of Catherine Wedgbury, Ronald L.
Christopher  and  Lauren LoFaro,  (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
December 4, 2007.


GOLDMAN, SACHS & CO.


By: /s/ Gregory K. Palm
__________________________
Name:  Gregory K. Palm
Title: Managing Director




                               Page 11 of 11