Bond Goldman Sachs 4.25% ( US38143CDN83 ) in USD

Goldman Sachs

100 % ▲

United States

US38143CDN83 ( in USD )

4.25% per year ( payment 2 times a year)

15/08/2027

Prospectus brochure of the bond Goldman Sachs US38143CDN83 en USD 4.25%, maturity 15/08/2027

1 000 USD

3 466 000 USD

38143CDN8

BBB+ ( Lower medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

15/08/2025 ( In 173 days )

Goldman Sachs is a leading global investment banking, securities, and investment management firm that provides a wide range of financial services to corporations, governments, and high-net-worth individuals.

Goldman Sachs issued a USD 3,466,000 bond (CUSIP: 38143CDN8, ISIN: US38143CDN83) maturing August 15, 2027, with a 4.25% coupon rate, paying semi-annually, minimum purchase 1000, currently trading at 100% of par, rated BBB+ by S&P and A2 by Moody's.

Pricing Supplement Nos. 2323, 2324 and 2325 dated August 5, 2013
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424B2 1 d579819d424b2.htm PRICING SUPPLEMENT NOS. 2323, 2324 AND 2325 DATED AUGUST 5, 2013
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-176914

The Goldman Sachs Group, Inc.

Fixed Rate Notes
$17,270,000

We wil pay you interest on each tranche of notes on a monthly basis on the 15th of each month. The first such payment wil be made on September 15,
2013. The interest rate per annum and stated maturity date are set forth in the table below.
If requested, we wil redeem the notes prior to their stated maturity date upon the death of a beneficial owner who has owned the notes for at least six
months. We cal this feature the survivor's option. The survivor's option is subject to a limit of $250,000 on the permitted principal amount exercisable by
the estate of the deceased beneficial owner in any calendar year and to a limit of two percent of the principal amount of all outstanding notes of a
tranche offered by this pricing supplement in any calendar year. We may waive those limits in our discretion. Any notes accepted for repayment through
the exercise of the survivor's option wil be repaid on the earlier of the June 15th or December 15th interest payment date that occurs 60 or more
calendar days after the date of acceptance.
A valid redemption request requires the representative of the deceased beneficial owner to provide the information described on pages PS-5 and PS-6
to the Trustee, together with a properly completed redemption request in the form of Appendix A to this pricing supplement. See "Additional Information
About the Notes Survivor's Option to Request Repayment" on page PS-4 for more information.

Proceeds, before

Initial Price to Public

Underwriting Discount

expenses, to Issuer

Title of Note:

Per Note

Total

Per Note

Total

Per Note

Total

3.75% Notes due 2023
100.00%

$1,776,000.00

2.250%

$39,960.00

97.750%

$1,736,040.00

4.25% Notes due 2027
100.00%

$3,466,000.00

2.775%

$96,181.50

97.225%

$3,369,818.50

4.70% Notes due 2039
100.00%

$12,028,000.00

3.875%

$466,085.00

96.125%

$11,561,915.00

The initial price to public set forth above does not include accrued interest, if any. Interest on the notes wil accrue from the Original Issue Date and
must be paid by the purchaser if the notes are delivered after the Original Issue Date.
In addition to offers and sales at the initial price to public, the notes may be offered and sold from time to time by the underwriters in one or more
transactions at market prices prevailing at the time of sale, at prices related to market prices or at negotiated prices.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus.
Any representation to the contrary is a criminal offense. The notes are not bank deposits and are not insured by the Federal Deposit
Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
Goldman Sachs may use this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus in the initial sale of the
notes. In addition, Goldman, Sachs & Co. or any other affiliate of Goldman Sachs may use this pricing supplement, the accompanying prospectus
supplement and the accompanying prospectus in a market-making transaction in the notes after their initial sale. Unless Goldman Sachs or its agent
informs the purchaser otherwise in the confirmation of sale, this pricing supplement, the accompanying prospectus supplement and the
accompanying prospectus are being used in a market-making transaction.

Goldman, Sachs & Co.
Incapital LLC

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About Your Notes
The notes are part of the Medium-Term Notes, Series D program of The Goldman Sachs Group, Inc. This pricing supplement constitutes a
supplement to the documents listed below and should be read in conjunction with such documents:

· Prospectus supplement dated September 19, 2011

· Prospectus dated September 19, 2011
The information in this pricing supplement supersedes any conflicting information in the documents listed above. In addition, some of the terms or
features described in the listed documents may not apply to your notes.
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SPECIFIC TERMS OF THE NOTES

Please note that in this section entitled "Specific Terms of the Notes", references to "The Goldman Sachs Group, Inc.", "we", "our" and "us"
mean only The Goldman Sachs Group, Inc. and do not include its consolidated subsidiaries. Also, in this section, references to "holders" mean
The Depository Trust Company (DTC) or its nominee and not indirect owners who own beneficial interests in notes through participants in DTC.
Please review the special considerations that apply to indirect owners in the accompanying prospectus, under "Legal Ownership and
Book-Entry Issuance".
This pricing supplement nos. 2323, 2324 and 2325, dated August 5, 2013 (pricing supplement) and the accompanying prospectus dated
September 19, 2011 (accompanying prospectus), relating to the notes, should be read together. Because the notes are part of a series of our debt
securities called Medium-Term Notes, Series D, this pricing supplement and the accompanying prospectus should also be read with the
accompanying prospectus supplement dated September 19, 2011 (accompanying prospectus supplement). Terms used but not defined in this pricing
supplement have the meanings given them in the accompanying prospectus or accompanying prospectus supplement, unless the context requires
otherwise.
Each tranche of notes is a separate tranche of our debt securities under our Medium-Term Notes, Series D program governed by our Senior Debt
Indenture, dated as of July 16, 2008 (2008 Indenture), between us and The Bank of New York Mel on, as trustee (Trustee). This pricing supplement
summarizes specific terms that wil apply to your notes. The terms of the notes described here supplement those described in the accompanying
prospectus supplement and accompanying prospectus and, if the terms described here are inconsistent with those described there, the terms
described here are control ing.
Terms of the Fixed Rate Notes
Issuer: The Goldman Sachs Group, Inc.
Specified currency: U.S. dol ars ("$")
Type of Notes: Fixed rate notes (notes)
Interest Rate: As set forth in the table below
Maturity Date: As set forth in the table below

Title of Note:

Interest Rate

Maturity Date

Principal Amount

MTND Number

CUSIP
3.75% Notes due 2023

3.75%

August 15, 2023
$1,776,000

2323

38143CDM0
4.25% Notes due 2027

4.25%

August 15, 2027
$3,466,000

2324

38143CDN8
4.70% Notes due 2039

4.70%

August 15, 2039
$12,028,000

2325

38143CDP3
Denominations: $1,000 and integral multiples of $1,000
Trade date: August 5, 2013 in respect of all notes
Original issue date: August 8, 2013 in respect of all notes
Original issue discount (OID): not applicable
Interest payment dates: the 15th of each month, commencing on September 15, 2013 subject to adjustment under the applicable business day
convention specified below
Regular record dates: for interest due on an interest payment date, the day immediately prior to the day on which payment is to be made (as such
payment date may be adjusted under the applicable business day convention specified below)
Day count convention: 30/360 (ISDA)
Business day: New York
Business day convention: fol owing unadjusted
Redemption at option of issuer before stated maturity: not applicable

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Survivor's option to request repayment: the notes are subject to repayment prior to the stated maturity upon the death of a beneficial owner who
owned the notes for at least six months, if requested, subject to certain limitations, as described under "Additional Information About the Notes
Survivor's Option to Request Repayment"
Listing: None
ERISA: as described under "Employee Retirement Income Security Act" on page 138 of the accompanying prospectus
Form of notes: Your notes wil be issued in book-entry form and represented by a master global note.
You should read the section "Legal Ownership and Book-Entry Issuance" in the accompanying prospectus for more information about notes issued in
book-entry form
Defeasance applies as follows:

·
ful defeasance -- i.e. , our right to be relieved of al our obligations on the note by placing funds in trust for the holder: yes

·
covenant defeasance -- i.e. , our right to be relieved of specified provisions of the note by placing funds in trust for the holder: yes
FDIC: The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are
they obligations of, or guaranteed by, a bank.

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ADDITIONAL INFORMATION ABOUT THE NOTES
Book-Entry System
We wil issue each tranche of notes as a master global note registered in the name of DTC, or its nominee. The sale of the notes will settle in
immediately available funds through DTC. You wil not be permitted to withdraw the notes from DTC except in the limited situations described in the
accompanying prospectus under "Legal Ownership and Book-Entry Issuance -- What Is a Global Security? -- Holder's Option to Obtain a Non-Global
Security; Special Situations When a Global Security Wil Be Terminated". Investors may hold interests in a master global note through organizations that
participate, directly or indirectly, in the DTC system.
In addition to this pricing supplement, the fol owing provisions are hereby incorporated into the global master note: the description of the 30/360 (ISDA)
day count convention appearing under "Description of Notes We May Offer -- Interest Rates -- Fixed Rate Notes" in the accompanying prospectus
supplement, the description of New York business day appearing under "Description of Debt Securities We May Offer -- Payment Mechanics for Debt
Securities -- Business Days" in the accompanying prospectus, the description of the fol owing unadjusted business day convention appearing under
"Description of Debt Securities We May Offer -- Payment Mechanics for Debt Securities -- Business Day Conventions" in the accompanying
prospectus and the section "Description of Debt Securities We May Offer -- Defeasance and Covenant Defeasance" in the accompanying prospectus.
Survivor's Option to Request Repayment
Fol owing the death of the beneficial owner of a note, so long as that note was owned by that beneficial owner or the estate of that beneficial owner for
at least six months prior to the request, if requested by the authorized representative of the beneficial owner of that note (subject to the limitations
described below), we agree to redeem any notes prior to the stated maturity unless the notes:

·
have been previously redeemed or otherwise repaid, or

·
have been declared due and payable before their stated maturity by reason of an event of default under the 2008 Indenture, as more ful y
described in the accompanying prospectus under "Description of Debt Securities We May Offer -- Default, Remedies and Waiver of Default".
Upon the valid exercise of the option to request repayment described in the preceding paragraph (Survivor's Option) and the proper tender of that note
for repayment (subject to the limitations described below), we wil redeem that note, in whole or in part (but in amounts of not less than $1,000), at a
price equal to 100% of the principal amount of the note plus any unpaid interest accrued to (but excluding) the date of repayment.
Incapital LLC has advised that it intends to make a market in the notes. Depending on market conditions, including changes in interest rates, and our
creditworthiness, the value of the notes may be greater than their principal amount plus any unpaid interest accrued. Accordingly, the authorized
representative should contact Incapital LLC to determine the market price of the notes and should otherwise carefully consider whether to
sell the notes to Incapital LLC or another market participant rather than redeeming the notes at the principal amount plus accrued interest
pursuant to a request for redemption.
To be valid, the Survivor's Option must be exercised by or on behalf of the person who has:

·
authority to act on behalf of the deceased beneficial owner of the note, including, without limitation, the personal representative or executor of the
deceased beneficial owner or the surviving joint owner with the deceased beneficial owner, under the laws of the applicable jurisdiction, and

·
the right to sel , transfer or otherwise dispose of an interest in a note and the right to receive the proceeds from the note, as wel as the principal
and interest payable to the holder of the note.
The fol owing wil be deemed the death of a beneficial owner of a note, and the entire principal amount of the note so held wil be subject to redemption
by us upon request (with the limitations described below):

·
death of a person holding a beneficial ownership interest in a note as a joint tenant or tenant by the entirety with another person, a tenant in
common with the deceased holder's spouse or a tenant in common with a person other than such deceased person's spouse;

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·
death of a person who at the time of his or her death was a beneficiary of a revocable or irrevocable trust that holds a beneficial ownership
interest in a note may, in the discretion of the Trustee, be deemed the death of a beneficial owner of that note, if such beneficial trust interest can
be established to the satisfaction of us and the Trustee; and

·
death of a person who, at the time of his or her death, was entitled to substantial y all of the beneficial ownership interests in a note regardless of
whether that beneficial owner was the registered holder of that note, if entitlement to those interests can be established to the satisfaction of us
and the Trustee.
In addition, a beneficial ownership interest wil be deemed to exist:

·
in typical cases of nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts to Minors Act, community property
or other joint ownership arrangements between a husband and wife; and

·
in custodial and trust arrangements where one person has all of the beneficial ownership interests in the applicable note at the time of his or her
death.
We have the discretionary right to limit the aggregate principal amount of notes as to which exercises of the Survivor's Option shal be accepted by us
from authorized representatives:

·
of all deceased beneficial owners in any calendar year to an amount equal to 2% of the principal amount of all outstanding notes offered of a
tranche as of the end of the most recent calendar year (two percent aggregate limitation); and

·
of any individual deceased beneficial owner of notes to $250,000 in any calendar year ($250,000 limitation).
In addition, we wil not permit the exercise of the Survivor's Option except in principal amounts of $1,000 and integral multiples of $1,000 in excess
thereof.
We may, at our option and pursuant to the exercise of the Survivor's Option, redeem interests of any deceased beneficial owner in the notes of a
tranche in any calendar year in excess of the $250,000 limitation. Any optional redemption by us of this kind, to the extent it exceeds the $250,000
limitation for any deceased beneficial owner, wil not be included in the computation of the two percent aggregate limitation for redemption of the notes
of a tranche for that or any other calendar year.
We may also, at our option and pursuant to the exercise of the Survivor's Option, redeem interests of deceased beneficial owners in the notes of a
tranche in any calendar year in an aggregate principal amount exceeding the two percent aggregate limitation. Any optional redemption by us of this
kind, to the extent it exceeds the two percent aggregate limitation, wil not be considered in calculating the two percent aggregate limitation for any
other calendar year.
Furthermore, any optional redemption with respect to a deceased beneficial owner's interest in the notes is inapplicable with respect to any other
deceased beneficial owner's interest in the notes. In other words, we may waive any applicable limitations with respect to a deceased beneficial owner
but not make the same or similar waivers with respect to other deceased beneficial owners.
Each election to exercise the Survivor's Option wil be accepted in the order that elections are received by the Trustee, except for any note the
acceptance of which would contravene either the two percent aggregate limitation or the $250,000 limitation. Upon any determination by us to redeem
notes in excess of the $250,000 limitation or the two percent aggregate limitation, notes wil be redeemed in the order of receipt of redemption
requests by the Trustee. Each tendered note that is not accepted in any calendar year due to the application of either the two percent aggregate
limitation or the $250,000 limitation wil be deemed to be tendered in the fol owing calendar year in the order in which al such notes were originally
tendered.
Notes accepted for repayment through the exercise of the Survivor's Option wil be redeemed on the earlier of the June 15th or December 15th interest
payment date that occurs 60 or more calendar days after the date of the acceptance. For example, if the acceptance date of a note tendered through
a valid exercise of the Survivor's Option is December 1, 2014, and interest on that note is paid monthly on the 15th of every month, we would normal y,
at our option, repay that note on the interest payment date occurring on June 15, 2015, because the December 15, 2014 interest payment date would
occur less than 60 days from the date of acceptance. Any redemption request may be withdrawn by the person(s)

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presenting the request upon delivery of a written request for withdrawal given by the participant on behalf of the person(s) to the Trustee not less than
30 days before the redemption date. If a note tendered through a valid exercise of the Survivor's Option is not accepted, the Trustee will deliver a
notice by first-class mail to the participant through whom the note was tendered that states the reason that note has not been accepted for redemption.
With respect to notes represented by a master global note (such as these notes), DTC or its nominee is the depositary and is treated as the holder of
the notes and the institution that has an account with the depositary of the notes is referred to as the "participant".
To obtain redemption pursuant to exercise of the Survivor's Option for a note, the deceased beneficial owner's authorized representative must provide
the fol owing items to the participant in DTC through which the beneficial interest in the note is held by the deceased beneficial owner:

·
a written request for redemption signed by the authorized representative of the deceased beneficial owner with the signature guaranteed by a
member firm of a registered national securities exchange or of the Financial Institution Regulatory Authority, Inc. (FINRA) or a commercial bank or
trust company having an office or correspondent in the United States and a written instruction to notify the Trustee of the authorized
representative's desire to obtain redemption pursuant to exercise of the Survivor's Option;

·
appropriate evidence satisfactory to us and the Trustee:

(a)
that the deceased was the beneficial owner of the note at the time of death and his or her interest in the note was owned by the deceased

beneficial owner or his or her estate for at least six months prior to the request for redemption,

(b)
that the death of the beneficial owner has occurred,

(c)
of the date of death of the beneficial owner, and

(d)
that the representative has authority to act on behalf of the beneficial owner;

·
if applicable, a properly executed assignment or endorsement;

·
tax waivers and any other instruments or documents that we or the Trustee reasonably require in order to establish the validity of the beneficial
ownership of the note and the claimant's entitlement to payment;

·
any additional information we or the Trustee reasonably require to evidence satisfaction of any conditions to the exercise of the Survivor's Option
or to document beneficial ownership or authority to make the election and to cause the redemption of the note; and

·
if the interest in the note is held by a nominee of the deceased beneficial owner, a certificate satisfactory to us and the Trustee from the nominee
attesting to the deceased's beneficial ownership of such note.
After the representative provides the information to the participant, the participant wil then deliver each of these items to the Trustee, and to Goldman,
Sachs & Co. in its capacity as administrator of the Survivor's Option on our behalf, together with evidence satisfactory to us and the Trustee from the
participant stating that it represents the deceased beneficial owner. The participant wil then need to deliver to the Trustee a request for redemption
substantial y in the form attached as Appendix A to this pricing supplement.
Al questions regarding the eligibility or validity of any exercise of the Survivor's Option wil be determined by us, in our sole discretion, which
determination wil be final and binding on all parties.
Subject to arrangements with the depositary, payment for interests in the notes to be redeemed wil be made to the depositary in the aggregate
principal amount specified in the redemption requests submitted to the Trustee by the depositary that are to be fulfil ed in connection with the payment
upon presentation of the notes to the Trustee for redemption.
Additional redemption request forms for the exercise of the Survivor's Option may be obtained from the Trustee at The Bank of New York Mel on at
2001 Bryan Street, 9th Floor, Dal as, TX 75201, Attention: Survivor Options Processing, telephone: (800) 254-2826, fax: (241) 468-6405.
During any time in which the notes are not represented by a master global note and are issued in definitive form:

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·
al references in this section of the pricing supplement to participants and the depositary, including the depositary's governing rules, regulations
and procedures, wil be deemed inapplicable;

·
al determinations that the participants are required to make as described in this section wil be made by us, including, without limitation,
determining whether the applicable decedent is in fact the beneficial owner of the interest in the notes to be redeemed or is in fact deceased and
whether the representative is duly authorized to request redemption on behalf of the applicable beneficial owner; and

·
al redemption requests, to be effective, must:

·
be delivered by the representative to the Trustee, with a copy to us;

·
if required by the Trustee and us, be in the form of the attached redemption request with appropriate changes mutual y agreed to by the

Trustee and us to reflect the fact that the redemption request is being executed by a representative, including provision for signature
guarantees; and

·
be accompanied by the note that is the subject of the redemption request or, if applicable, a properly executed assignment or endorsement,
in addition to al documents that are otherwise required to accompany a redemption request. If the record holder of the note is a nominee

of the deceased beneficial owner, a certificate or letter from the nominee attesting to the deceased's ownership of a beneficial interest in
the note must also be delivered.
Additional Disclosure About Our Relationship with the Trustee
The Bank of New York Mel on is initial y serving as trustee for the indenture under which the notes are being issued. Affiliates of the trustee have
underwritten our securities from time to time in the past and may underwrite our securities from time to time in the future. The trustee may have to
resign if a default occurs with respect to the notes within one year after any offering of our securities underwritten by an affiliate of the trustee, such as
BNY Mel on Capital Markets, LLC, since the trustee would likely be considered to have a conflicting interest for purposes of the Trust Indenture Act of
1939. In that event, except in very limited circumstances, the trustee would be required to resign as trustee under the indenture under which the notes
are being issued and we would be required to appoint a successor trustee, unless the default is cured or waived within 90 days. In addition, the trustee
can resign for any reason with 60 days notice, and we would be required to appoint a successor trustee. If the trustee resigns fol owing a default or for
any other reason, it may be difficult to identify and appoint a qualified successor trustee. The trustee wil remain the trustee under the indenture until a
successor is appointed. During the period of time until a successor is appointed, the trustee wil have both (a) duties to noteholders under the indenture
and (b) a conflicting interest under the indenture for purposes of the Trust Indenture Act. In the accompanying prospectus dated September 19, 2011
under "Our Relationship with the Trustee," we describe certain other circumstances in which the trustee may have to resign due to a conflict of interest.
United States Federal Income Tax Consequences
Please see the discussion under "United States Taxation" in the accompanying prospectus supplement and the accompanying prospectus. Pursuant to
final Treasury regulations and an Internal Revenue Service notice released on July 12, 2013, Foreign Account Tax Compliance Act (FATCA) withholding
(as described in "United States Taxation -- Taxation of Debt Securities -- Foreign Account Tax Compliance" in the accompanying prospectus) wil
general y not apply to obligations that are issued prior to July 1, 2014; therefore, the notes wil not be subject to FATCA withholding.

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SUPPLEMENTAL PLAN OF DISTRIBUTION
The Goldman Sachs Group, Inc. and the underwriters for this offering named below have entered into a terms agreement and a distribution agreement
with respect to the notes. Subject to certain conditions, each underwriter named below has several y agreed to purchase the principal amount of notes
indicated in the fol owing table.

Title of Note

Goldman, Sachs & Co.
Incapital LLC
Total
3.75% Notes due 2023

$888,000

$888,000

$1,776,000
4.25% Notes due 2027

$1,733,000

$1,733,000
$3,466,000
4.70% Notes due 2039

$6,014,000

$6,014,000
$12,028,000
Notes sold by the underwriters to the public wil initial y be offered at the initial price to public set forth on the cover of this pricing supplement. The
underwriters intend to purchase the notes from The Goldman Sachs Group, Inc. at a purchase price equal to the initial price to public less a discount of
the percentage of the principal amount of the notes as indicated below. Any notes sold by the underwriters to securities dealers may be sold at a
discount from the initial price to public of up to the percentage of the principal amount of the notes as indicated below. Any such securities dealers may
resel any notes purchased from the underwriters to certain other brokers or dealers at a discount from the initial price to public of up to the percentage
of the principal amount of the notes as indicated below. If all of the offered notes are not sold at the initial price to public, the underwriters may change
the offering price and the other sel ing terms.

Title of Note

Underwriting Discount
Selling Concession
Reallowance
3.75% Notes due 2023

2.250%

1.100%

0.200%
4.25% Notes due 2027

2.775%

1.500%

0.200%
4.70% Notes due 2039

3.875%

2.000%

0.350%
We have agreed to sel to the underwriters, and the underwriters have agreed to purchase from us, the aggregate face amount of notes specified on
the front cover of this pricing supplement. In addition to offers and sales at the initial price to public, the underwriters may offer the notes from time to
time for sale in one or more transactions at market prices prevailing at the time of sale, at prices related to market prices or at negotiated prices.
Please note that the information about the initial price to public and net proceeds to The Goldman Sachs Group, Inc. on the front cover page relates
only to the initial sale of the notes. If you have purchased a note in a market-making transaction by Goldman, Sachs & Co. or any other affiliate of The
Goldman Sachs Group, Inc. after the initial sale, information about the price and date of sale to you wil be provided in a separate confirmation of sale.
Each underwriter has represented and agreed that it wil not offer or sel the notes in the United States or to United States persons except if such offers
or sales are made by or through FINRA member broker-dealers registered with the U.S. Securities and Exchange Commission.
The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses, excluding underwriting discounts and commissions, whether
paid to Goldman, Sachs & Co. or any other underwriter, wil be approximately $349,713.
The provision regarding the market-making activities of Goldman, Sachs & Co. described under "Plan of Distribution -- Market-Making Resales by
Affiliates" on page 137 of the accompanying prospectus does not apply to the notes. Goldman, Sachs & Co. does not intend to make a market in these
notes. However, in the future, Goldman, Sachs & Co. or other affiliates of The Goldman Sachs Group, Inc. may decide to repurchase and resel the
notes in market-making transactions, with resales being made at prices related to prevailing market prices at the time of resale or at negotiated prices.
For more information about the plan of distribution and possible market-making activities, see "Plan of Distribution" in the accompanying prospectus and
"Supplemental Plan of Distribution" in the accompanying prospectus supplement.

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The notes are a new issue of securities with no established trading market. The Goldman Sachs Group, Inc. has been advised by Incapital LLC that
they intend to make a market in the notes. Incapital LLC is not obligated to do so and may discontinue market-making at any time without notice. No
assurance can be given as to the liquidity of the trading market for the notes.
The Goldman Sachs Group, Inc. has agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act
of 1933.
Certain of the underwriters and their affiliates have in the past provided, and may in the future from time to time provide, investment banking and
general financing and banking services to The Goldman Sachs Group, Inc. and its affiliates, for which they have in the past received, and may in the
future receive, customary fees. The Goldman Sachs Group, Inc. and its affiliates have in the past provided, and may in the future from time to time
provide, similar services to the underwriters and their affiliates on customary terms and for customary fees. Goldman, Sachs & Co., one of the
underwriters, is an affiliate of The Goldman Sachs Group, Inc. Please see "Plan of Distribution -- Conflicts of Interest" on page 137 of the
accompanying prospectus.
VALIDITY OF THE NOTES
In the opinion of Sidley Austin LLP, as counsel to The Goldman Sachs Group, Inc., when the notes offered by this pricing supplement have been
executed and issued by The Goldman Sachs Group, Inc. and authenticated by the trustee pursuant to the indenture, and delivered against payment as
contemplated herein, such notes wil be valid and binding obligations of The Goldman Sachs Group, Inc., enforceable in accordance with their terms,
subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of
general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no
opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This
opinion is given as of the date hereof and is limited to the Federal laws of the United States, the laws of the State of New York and the General
Corporation Law of the State of Delaware as in effect on the date hereof. In addition, this opinion is subject to customary assumptions about the
trustee's authorization, execution and delivery of the indenture and the genuineness of signatures and certain factual matters, al as stated in the letter
of such counsel dated September 19, 2011, which has been filed as Exhibit 5.5 to The Goldman Sachs Group, Inc.'s registration statement on Form
S-3 filed with the Securities and Exchange Commission on September 19, 2011.

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