Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
GOLDMAN SACHS GROUP INC
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

  • GOLDMAN SACHS GROUP INC/
Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

200 WEST STREET
NEW YORK, NY 10282
Phone Number: subscription required

Item 3. Related Persons

Name
LLOYD C. BLANKFEIN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
ALAN M. COHEN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
GARY D. COHN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
J. MICHAEL EVANS
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
GREGORY K. PALM
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
MICHAEL S. SHERWOOD
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
ESTA E. STECHER
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
DAVID A. VINIAR
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
JOHN S. WEINBERG
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
JOHN F.W. ROGERS
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
EDITH W. COOPER
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
JOHN H. BRYAN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
CLAES DAHLBACK
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
STEPHEN FRIEDMAN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
WILLIAM W. GEORGE
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JAMES A. JOHNSON
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
LOIS D. JULIBER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
LAKSHMI N. MITTAL
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JAMES J. SCHIRO
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 4. Industry Group

INVESTMENT BANKING

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
OVER $100,000,000

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
First Sale Yet to Occur

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Equity

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes
Clarification of Response
EXCHANGE OFFER

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 13. Offering and Sales Amounts

Total Offering Amount
INDEFINITE
Total Amount Sold
0
Total Remaining to be Sold
INDEFINITE
Clarification of Response

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
0

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response
THIS IS AN EXCHANGE OFFER (SEE ITEM 10).

Signature and Submission

Issuer Name
GOLDMAN SACHS GROUP INC
Issuer Signature
/S/ GREGORY K. PALM
Signer Name
GREGORY K. PALM
Signer Title
EXECUTIVE VP, GENERAL COUNSEL SECRETARY OF THE CORP
Signature Date
05/12/2011

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