Bond Goldman Sachs 1.168% ( US38147QLY07 ) in USD

Goldman Sachs

100 % ▲

United States

US38147QLY07 ( in USD )

1.168% per year ( payment 2 times a year)

19/11/2024 - Bond has expired

Prospectus brochure of the bond Goldman Sachs US38147QLY07 in USD 1.168%, expired

1 000 USD

2 000 000 USD

38147QLY0

BBB+ ( Lower medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

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 USD 1.168% Bonds due November 19, 2024 (CUSIP: 38147QLY0, ISIN: US38147QLY07), with a total issuance size of $2,000,000 and a minimum trading size of $1,000, matured on November 19, 2024, at 100% of face value, and was rated BBB+ by S&P and A2 by Moody's.

424B2 1 a14-21758_40424b2.htm PROSPECTUS SUPPLEMENT NO. 3278 DATED NOVEMBER 12, 2014
Table of Contents

File d pursua nt t o Rule t o 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -1 9 8 7 3 5

T he Goldm a n Sa c hs Group, I nc .
$2,000,000
Floating Rate Notes due 2024
(Linked to the Non-Seasonally Adjusted U.S. City Average All Items
Consumer Price Index for All Urban Consumers)

We will pay interest, if any, on the 19th of each month, commencing on December 19, 2014 to, and including, the stated
maturity date (November 19, 2024), at a floating rate equal to the then-applicable annual inflation rate plus the spread of 1.05%,
subject to the minimum interest rate of 0.00% per annum. The annual inflation rate will be determined by the change in the level of
the non-seasonally adjusted U.S. City Average All Items Consumer Price Index for All Urban Consumers (which we refer to as the
index) over the one-year period that ends three months prior to the related interest payment date (which we refer to as the annual
inflation rate). The notes will mature on the stated maturity date. On the stated maturity date, you will receive $1,000, plus any
accrued and unpaid interest, for each $1,000 of the face amount of your notes.

We will calculate your monthly interest rate as follows for each monthly interest period: on each interest determination date, we
will first determine the annual inflation rate by calculating the percentage increase or decrease in the level of the index from the
level of the index as of the month that is fifteen months prior to the relevant interest payment date to the level of the index as of
the month that is three months prior to the relevant interest payment date. With respect to any given monthly interest period, the
interest rate applicable to your notes will equal the annual inflation rate with respect to that interest period, plus the spread. The
interest rate will not be less than the minimum interest rate. Interest payments on your notes, if any, will reflect only the year-over-
year percentage change in the index as measured monthly with respect to such interest period. If the annual inflation rate
decreases (i.e., is negative for any interest period) by more than the spread of 1.05% for any monthly interest period, you will
receive no interest payments on your notes for such interest period.

The per annum interest rate on your notes for each interest period will be a rate equal to the annual inflation rate on the
interest determination date plus the spread, subject to the minimum interest rate.

Y our inve st m e nt in t he not e s involve s c e rt a in risk s, inc luding, a m ong ot he r t hings, our c re dit risk . Se e
pa ge S -6 .

You should read the additional disclosure herein so that you may better understand the terms and risks of your investment.

The estimated value of your notes at the time the terms of your notes were set on the trade date (as determined by
reference to pricing models used by Goldman, Sachs & Co. and taking into account our credit spreads) was equal to
approximately $962 per $1,000 face amount, which is less than the original issue price. The value of your notes at any
time will reflect many factors and cannot be predicted.

Origina l issue da t e :
November 19, 2014
Origina l issue pric e :
100.00% of the face amount
U nde rw rit ing disc ount :
2.175% of the face amount
N e t proc e e ds t o t he
97.825% of the face amount
issue r:

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.

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny ot he r re gula t ory body ha s a pprove d or
disa pprove d of t he se se c urit ie s or pa sse d upon t he a c c ura c y or a de qua c y of t his prospe c t us. Any
re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse . T he not e s a re not ba nk de posit s a nd a re not insure d by
t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of,
or gua ra nt e e d by, a ba nk .

Goldm a n, Sa c hs & Co.
Prospectus Supplement No. 3278 dated November 12, 2014.

Table of Contents

The issue price, underwriting discount and net proceeds listed on the cover page hereof relate to the notes we sell initially. We
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may decide to sell additional notes after the date of this prospectus supplement, at issue prices and with underwriting discounts and
net proceeds that differ from the amounts set forth above. The return (whether positive or negative) on your investment in notes
will depend in part on the issue price you pay for such notes.

Goldman Sachs may use this prospectus in the initial sale of the offered notes. In addition, Goldman, Sachs & Co., or any
other affiliate of Goldman Sachs may use this prospectus in a market-making transaction in a note after its initial sale. Unless
Goldman Sachs or its agent informs the purchaser otherwise in the confirmation of sale, this prospectus is being used in
a market-making transaction.

About Y our Prospe c t us

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

·
Prospectus supplement dated September 15, 2014

·
Prospectus dated September 15, 2014

The information in this prospectus 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.

Table of Contents

SU M M ARY I N FORM AT I O N

We refer to the notes we are offering by this prospectus supplement as the "offered notes" or the "notes". Please note
that in this prospectus supplement, 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, while references to "Goldman Sachs" mean The
Goldman Sachs Group, Inc., together with its consolidated subsidiaries. Also, references to the "accompanying prospectus"
mean the accompanying prospectus, dated September 15, 2014, as supplemented by the accompanying prospectus
supplement, dated September 15, 2014, relating to Medium-Term Notes, Series D, of The Goldman Sachs Group, Inc. Please
note that in this section entitled "Specific Terms of Your Notes", references to "holders" mean those who own notes registered
in their own names, on the books that we or the trustee maintain for this purpose, and not those who own beneficial interests
in notes registered in street name or in notes issued in book-entry form through The Depository Trust Company. Please review
the special considerations that apply to owners of beneficial interests in the accompanying prospectus, under "Legal Ownership
and Book-Entry Issuance". References to the "indenture" in this prospectus supplement mean the senior debt indenture, dated
July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.

K e y T e rm s

I ssue r: The Goldman Sachs Group, Inc.

I nde x : the non-seasonally adjusted U.S. City Average All Items Consumer Price Index for All Urban Consumers (with the 1982-
1984 average as the base reference period), reported monthly by the Bureau of Labor Statistics (the "BLS") of the U.S. Department
of Labor (Bloomberg symbol, "CPURNSA") or any successor service or page; see "The Index" on page S-16

Spe c ifie d c urre nc y: U.S. dollars ("$")

Fa c e a m ount : each note will have a face amount equal to $1,000, or integral multiples of $1,000 in excess thereof; $2,000,000
in the aggregate for all the offered notes; the aggregate face amount of the offered notes may be increased if the issuer, at its sole
option, decides to sell an additional amount of the offered notes on a date subsequent to the date of this prospectus supplement

De nom ina t ions: $1,000 or integral multiples of $1,000 in excess thereof

St a t e d m a t urit y da t e : November 19, 2024

T ra de da t e : November 12, 2014

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Origina l issue da t e (se t t le m e nt da t e ): November 19, 2014

Form of N ot e s: global form only

Supple m e nt a l disc ussion of U .S. fe de ra l inc om e t a x c onse que nc e s: We intend to treat your notes as variable rate
debt instruments for U.S. federal income tax purposes. Under this characterization, it is the opinion of Sidley Austin LLP that you
should include the interest payments on the notes in ordinary income at the time you receive or accrue such payments, depending
on your regular method of accounting for tax purposes. In addition, any gain or loss you recognize upon the sale, exchange or
maturity of your notes should be capital gain or loss except to the extent of any amount attributable to any accrued but unpaid
interest payments on your notes. Please see "Supplemental Discussion of Federal Income Tax Consequences" below for a more
detailed discussion.

I nt e re st ra t e : for each interest period, the per annum interest rate on the notes will be:

·
if the annual inflation rate calculated on an interest determination date plus the spread is equal to or less than the minimum

interest rate, the minimum interest rate; or
·
if the annual inflation rate calculated on an interest determination date plus the spread is greater than the minimum interest

rate, the annual inflation rate plus the spread.

M inim um int e re st ra t e : 0.00% per annum

Ba se ra t e : the annual inflation rate (as described under "Specific Terms of Your Notes Annual Inflation Rate" on page S-12)

Spre a d: 1.05% per annum

S-2
Table of Contents

I nt e re st pa ym e nt da t e s: monthly; the 19th of each month, commencing on December 19, 2014 and ending on the stated
maturity date

I nt e re st pe riods: monthly; the periods from and including an interest payment date (or the original issue date, in the case of
the first interest period) to but excluding the next succeeding interest payment date (or the stated maturity date, in the case of the
final interest period) are each an interest period

Busine ss da y c onve nt ion: following unadjusted; applicable to interest payment dates and interest reset dates

I nt e re st de t e rm ina t ion da t e s: the fifth business day preceding the interest reset date

I nt e re st re se t da t e s: monthly; the 19th of each month, commencing on December 19, 2014

Da y c ount c onve nt ion: 30/360 (ISDA)

Re gula r re c ord da t e s: the scheduled business day immediately preceding each interest payment date

N o list ing: the notes will not be listed or displayed on any securities exchange or interdealer market quotation system

N o re de m pt ion: the notes will not be subject to redemption right or price dependent redemption right

Busine ss Da y: New York business day.

Ca lc ula t ion a ge nt : Goldman, Sachs & Co.

CU SI P no.: 38147QLY0

I SI N no.: US38147QLY07

FDI C: the notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other
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governmental agency; nor are they obligations of, or guaranteed by, a bank

S-3
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H Y POT H ET I CAL EX AM PLE S

The following table and examples are provided for purposes of illustration only. They should not be taken as an indication or
prediction of future investment results and are intended merely to illustrate the method we will use to calculate the amount of
interest accrued during each interest period.

The table below is based on annual inflation rates that are entirely hypothetical; no one can predict what the level of the index
will be on any day, and no one can predict the interest that will accrue on your notes in any interest period during the interest
periods.

For these reasons, the actual annual inflation rates, as well as the interest payable on each interest payment date, may bear
little relation to the hypothetical table shown below or to the levels of the index and hypothetical interest rates shown elsewhere in
this prospectus supplement. For information about the annual inflation rates during recent periods, see "The Index -- Historical
Levels of the Index" on page S-17. Before investing in the offered notes, you should consult publicly available information to
determine the levels of the index between the date of this prospectus supplement and the date of your purchase of the offered
notes.

The following table illustrates the method we will use to calculate the interest rate at which interest will accrue on each day
included in each interest period, subject to the key terms and assumptions below.

The percentage amounts in the left column of the table below represent hypothetical final annual inflation rates determined on
a given interest determination date. The right column of the table below represents the hypothetical interest, as a percentage of the
face amount of each note, that would be payable on a given interest payment date, based on the corresponding hypothetical
annual inflation rate. The information in the table also reflects the key terms and assumptions in the box below.

K e y T e rm s a nd Assum pt ion

Face amount
$1,000

Minimum interest rate
0.00% per annum

Spread
1.05% per annum

The day count convention calculation results in an accrued interest factor of approximately 0.08333.

Also, the hypothetical examples shown below do not take into account the effects of applicable taxes.

H ypot he t ic a l int e re st a m ount pa ya ble on a n

H ypot he t ic a l Annua l I nfla t ion Ra t e
int e re st pa ym e nt da t e (inc luding t he spre a d)

On or after December 19, 2014 to and
including the stated maturity date
(per annum)
-3.00%
0.00%*
-2.00%
0.00%*
-1.00%
0.05%
0.00%
1.05%
0.80%
1.85%
0.90%
1.95%
1.00%
2.05%
2.50%
3.55%
3.00%
4.05%
4.00%
5.05%
5.00%
6.05%
6.00%
7.05%
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7.00%
8.05%
* Interest is floored at the minimum interest rate of 0.00% per annum.

For example, using the hypothetical index levels assumed below, the hypothetical interest rate payable on the notes for the
interest payment date falling on December 19, 2014, using the rates assumed below, would be 2.708% per annum. This
hypothetical per annum interest rate is calculated by inserting the following index levels into the interest rate formula described
under "Specific Terms of the Notes -- Annual Inflation Rate":

CPI(t-3) = 238.031, which is assumed to be the index level for September 2014, the third calendar month prior to the interest
payment date on December 19, 2014; and

S-4
Table of Contents

CPI(t-15) = 234.149, which is the index level for September 2013, the fifteenth calendar month prior to the interest payment
date on December 19, 2014,

so to determine the annual inflation rate with respect to the interest payment date on December 19, 2014,

(238.031 234.149) / 234.149 = 1.658%. Since the year-over-year annual inflation rate for September 2014 is 1.658%, the
interest rate for the interest payment due on December 19, 2014 would be

1.658% + 1.050% = 2.708% per annum.

The interest payment on December 19, 2014 would be $1,000 times 2.708% times the accrued interest factor using the
30/360 (ISDA) day count convention (or $1,000 times 0.22567%).

Payments on the notes are economically equivalent to the amounts that would be paid on a combination of other instruments.
For example, payments on the notes are economically equivalent to the amounts that would be paid on a combination of an
interest-bearing bond bought, and an option bought, by the holder (with an implicit option premium paid over time by the holder).
The discussion in this paragraph does not modify or affect the terms of the notes or the United States income tax treatment of the
notes, as described elsewhere in this prospectus supplement.

We cannot predict the actual annual levels of the index on any day or the market value of your notes, nor can we
predict the relationship between the actual annual inflation rate and the market value of your notes at any time prior to the
stated maturity date. The actual interest payment that a holder of the offered notes will receive on each interest payment date
and the rate of return on the offered notes will depend on the actual annual inflation rates determined by the calculation agent
over the life of your notes. Moreover, the assumptions on which the hypothetical table is based may turn out to be inaccurate.
Consequently, the interest amount to be paid in respect of your notes on each interest payment date may be very different from
the information reflected in the table above.

S-5
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ADDI T I ON AL RI SK FACT ORS SPECI FI C T O Y OU R N OT ES

An investment in your notes is subject to the risks described below as well as the risks and considerations described in
the accompanying prospectus dated September 15, 2014 and in the accompanying prospectus supplement dated
September 15, 2014. Your notes are a riskier investment than ordinary debt securities. You should carefully review these risks
and considerations as well as the terms of the notes described herein and in the accompanying prospectus, dated
September 15, 2014, as supplemented by the accompanying prospectus supplement, dated September 15, 2014, of The
Goldman Sachs Group, Inc. You should carefully consider whether the offered notes are suited to your particular
circumstances.

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T he Est im a t e d V a lue of Y our N ot e s At t he T im e t he T e rm s of Y our N ot e s We re Se t On t he T ra de Da t e (a s
De t e rm ine d By Re fe re nc e t o Pric ing M ode ls U se d By Goldm a n, Sa c hs & Co.) Wa s Le ss T ha n t he Origina l
I ssue Pric e Of Y our N ot e s

The original issue price for your notes exceeds the estimated value of your notes as of the time the terms of your notes were
set on the trade date, as determined by reference to Goldman, Sachs & Co.'s pricing models and taking into account our credit
spreads. Such estimated value on the trade date is set forth on the cover of this prospectus supplement; after the trade date, the
estimated value as determined by reference to these models will be affected by changes in market conditions, our creditworthiness
and other relevant factors. If Goldman, Sachs & Co. buys or sells your notes it will do so at prices that reflect the estimated value
determined by reference to such pricing models at that time. The price at which Goldman, Sachs & Co. will buy or sell your notes
at any time also will reflect its then current bid and ask spread for similar sized trades of structured notes.

In estimating the value of your notes as of the time the terms of your notes were set on the trade date, as disclosed on the
front cover of this prospectus supplement, Goldman, Sachs & Co.'s pricing models consider certain variables, including principally
our credit spreads, interest rates (forecasted, current and historical rates), volatility, price-sensitivity analysis and the time to
maturity of the notes. These pricing models are proprietary and rely in part on certain assumptions about future events, which may
prove to be incorrect. As a result, the actual value you would receive if you sold your notes in the secondary market, if any, to
others may differ, perhaps materially, from the estimated value of your notes determined by reference to our models due to, among
other things, any differences in pricing models or assumptions used by others. See "-- The Market Value of Your Notes May Be
Influenced by Many Unpredictable Factors" below.

The difference between the estimated value of your notes as of the time the terms of your notes were set on the trade date
and the original issue price is a result of certain factors, including principally the underwriting discount and commissions, the
expenses incurred in creating, documenting and marketing the notes, and an estimate of the difference between the amounts we
pay to Goldman, Sachs & Co. and the amounts Goldman, Sachs & Co. pays to us in connection with your notes. We pay to
Goldman, Sachs & Co. amounts based on what we would pay to holders of a non-structured note with a similar maturity. In return
for such payment, Goldman, Sachs & Co. pays to us the amounts we owe under your notes.

In addition to the factors discussed above, the value and quoted price of your notes at any time will reflect many factors and
cannot be predicted. If Goldman, Sachs & Co. makes a market in the notes, the price quoted by Goldman, Sachs & Co. would
reflect any changes in market conditions and other relevant factors, including any deterioration in our creditworthiness or perceived
creditworthiness. These changes may adversely affect the value of your notes, including the price you may receive for your notes
in any market making transaction. To the extent that Goldman, Sachs & Co. makes a market in the notes, the quoted price will
reflect the estimated value determined by reference to Goldman, Sachs & Co.'s pricing models at that time, plus or minus its then
current bid and ask spread for similar sized trades of structured notes.

Furthermore, if you sell your notes, you will likely be charged a commission for secondary market transactions, or the price will
likely reflect a dealer discount. This commission or discount will further reduce the proceeds you would receive for your notes in a
secondary market sale.

S-6
Table of Contents

There is no assurance that Goldman, Sachs & Co. or any other party will be willing to purchase your notes at any price and, in
this regard, Goldman, Sachs & Co. is not obligated to make a market in the notes. See "-- Your Notes May Not Have an Active
Trading Market" below.

T he N ot e s Are Subje c t t o t he Cre dit Risk of t he I ssue r

Although the return on the notes will be based on the performance of the annual inflation rate, the payment of any amount due
on the notes is subject to our credit risk. The notes are our unsecured obligations. Investors are dependent on our ability to pay all
amounts due on the notes, and therefore investors are subject to our credit risk and to changes in the market's view of our
creditworthiness. See "Description of the Notes We May Offer -- Information About Our Medium-Term Notes, Series D Program
-- How the Notes Rank Against Other Debt" on page S-4 of the accompanying prospectus supplement.

I n Pe riods of De fla t ion, t he I nt e re st Pa ya ble on Y our N ot e s During Any
I nt e re st Pe riod M a y Be Z e ro

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The interest payments on the notes are linked to year-over-year changes in the level of the index determined during each
interest period (the annual inflation rate). If the annual inflation rate for any interest period decreases by more than the spread of
1.05% per annum, which may occur when there is deflation, investors in the notes will receive no interest payment with respect to
such interest period. In no event, however, will the monthly interest rate be less than 0.00% per annum.

T he I nt e re st Ra t e on t he N ot e s During Any I nt e re st Pe riod M a y Be Be low t he Ra t e Ot he rw ise Pa ya ble on
Sim ila r Floa t ing Ra t e Se c urit ie s I ssue d by U s

If there are only minimal increases, no changes or decreases between the two levels of the index used to calculate the annual
inflation rate during an interest period, the interest rate on the notes may be below what we would currently expect to pay as of the
date of this prospectus supplement if we issued a floating rate debt instrument with terms similar to those of the notes. As a result,
even if you receive interest payments during some interest periods, the overall return you earn on your notes may be less than you
would have earned by investing in a non-indexed debt security of comparable maturity that bears interest at a prevailing market
rate.

We M a y Se ll a n Addit iona l Aggre ga t e Fa c e Am ount of t he N ot e s a t a Diffe re nt I ssue Pric e

At our sole option, we may decide to sell an additional aggregate face amount of the notes subsequent to the date of this
prospectus supplement. The issue price of the notes in the subsequent sale may differ substantially (higher or lower) from the issue
price you paid as provided on the cover of this prospectus supplement.

T he I nt e re st Pa ym e nt During Any I nt e re st Pe riod is Link e d t o t he Le ve l of t he I nde x on Spe c ifie d Da t e s

The interest payment for any interest period is calculated based on the annual inflation rate, which is calculated based on the
level of the index for two specified months (i.e., the months that are three months and fifteen months, respectively, before each
interest payment date), and therefore not any simple performance of the index during the interest period. As a result, the annual
inflation rate may not accurately reflect the performance of the index during any or all of the interest periods. For example, if the
two levels of the index used to calculate the annual inflation rate for any interest period moved so that the difference between
those two levels was zero or negative because of seasonality or any other factor, the annual inflation rate calculated for purposes
of the interest payment for such period, if any, may be significantly less than it would have been had the amount been calculated
using different months. In addition, even if there is a dramatic increase in the level of the index immediately prior to the maturity of
your notes, it will not be reflected in any annual inflation rate calculation (including the annual inflation rate calculated for the final
interest period) because the latest index level used for any annual inflation rate calculation will be that used for the final interest
period, which will be the level of the index three months prior to the final interest payment date, which is also the stated maturity
date.

S-7
Table of Contents

T he H ist oric a l Le ve ls of t he I nde x a nd Annua l I nfla t ion Ra t e s Are N ot a n I ndic a t ion of t he Fut ure Le ve ls of
t he I nde x a nd Annua l I nfla t ion Ra t e s

In the past, the level of the index and the annual inflation rate have experienced significant fluctuations. You should note that
historical levels, fluctuations and trends of the index and the annual inflation rate are not necessarily indicative of future levels. Any
historical upward or downward trend in the level of the index or the annual inflation rate is not an indication that the annual inflation
rate is more or less likely to increase or decrease with respect to an interest period, and you should not take the historical levels of
the index and annual inflation rates as an indications of their future performance.

T he M a rk e t V a lue of Y our N ot e s M a y Be I nflue nc e d by M a ny U npre dic t a ble Fa c t ors

When we refer to the market value of your notes, we mean the value that you could receive for your notes if you chose to sell
them in the open market before the stated maturity date. A number of factors, many of which are beyond our control, will influence
the market value of your notes, including:

·
the index level and the expected annual inflation rate;

·
consumer confidence in the United States economy;

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·
real or perceived scarcity of consumer goods, global trade imbalances, scarcity of energy resources, availability of raw

materials, and other supply chain factors;

·
the volatility -- i.e., the frequency and magnitude of changes -- in the level of the index and annual inflation rate;

·
economic, financial, regulatory, political, military and other events that affect the level of the index and the annual

inflation rate generally;

·
other interest rates and yield rates in the market;

·
the time remaining until your notes mature; and

·
our creditworthiness, whether actual or perceived, and including actual or anticipated upgrades or downgrades in our

credit ratings or changes in other credit measures.

These factors, and many other factors, will influence the price you will receive if you sell your notes before maturity, including
the price you may receive for your notes in any market making transaction. If you sell your notes before maturity, you may receive
less than the face amount of your notes.

You cannot predict the future levels of the index and annual inflation rate based on their historical fluctuations. The actual
levels of the index and annual inflation rate, as well as the interest payable on each interest payment date may bear little or no
relation to the hypothetical levels of the index or annual inflation rate or to the hypothetical examples shown elsewhere in this
prospectus supplement.

I f t he Le ve l of t he I nde x or Annua l I nfla t ion Ra t e Cha nge s, t he M a rk e t V a lue of Y our N ot e s M a y N ot Cha nge
in t he Sa m e M a nne r

The price of your notes may move differently than the level of the index or the annual inflation rate. Changes in the level of the
index or the annual inflation rate may not result in a comparable change in the market value of your notes. We discuss some of
the reasons for this disparity under "--The Interest Payment During Any Interest Period is Linked to the Level of the Index on
Specified Dates" and "-- The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors" above.

Ant ic ipa t e d H e dging Ac t ivit ie s by Goldm a n Sa c hs or Our Dist ribut ors M a y N e ga t ive ly I m pa c t I nve st ors in
t he N ot e s a nd Ca use Our I nt e re st s a nd T hose of Our Clie nt s a nd Count e rpa rt ie s t o be Cont ra ry t o T hose of
I nve st ors in t he N ot e s

Goldman Sachs expects to hedge our obligations under the notes by purchasing futures and/or other instruments linked to the
index. Goldman Sachs also expects to adjust the hedge by, among other things, purchasing or selling any of the foregoing, and
perhaps other instruments linked to the index, at any time and from time to time, and to unwind the hedge by selling any of the
foregoing on or before the final interest determination date for your notes. Alternatively, Goldman Sachs may hedge all or part of
our obligations under the notes with unaffilated distributors of the notes which we expect will undertake

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similar market activity. Goldman Sachs may also enter into, adjust and unwind hedging transactions relating to other index-linked
notes whose returns are linked to the index.

In addition to entering into such transactions itself, or distributors entering into such transactions, Goldman Sachs may structure
such transactions for its clients or counterparties, or otherwise advise or assist clients or counterparties in entering into such
transactions. These activities may be undertaken to achieve a variety of objectives, including: permitting other purchasers of the
notes or other securities to hedge their investment in whole or in part; facilitating transactions for other clients or counterparties that
may have business objectives or investment strategies that are inconsistent with or contrary to those of investors in the notes;
hedging the exposure of Goldman Sachs to the notes including any interest in the notes that it reacquires or retains as part of the
offering process, through its market-making activities or otherwise; enabling Goldman Sachs to comply with its internal risk limits or
otherwise manage firmwide, business unit or product risk; and/or enabling Goldman Sachs to take directional views as to relevant
markets on behalf of itself or its clients or counterparties that are inconsistent with or contrary to the views and objectives of the
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investors in the notes.

Any of these hedging or other activities may adversely affect the levels of the index -- and therefore the market value of your
notes and the amount we will pay on your notes at maturity. In addition, you should expect that these transactions will cause
Goldman Sachs or its clients, counterparties or distributors to have economic interests and incentives that do not align with, and
that may be directly contrary to, those of an investor in the notes. Neither Goldman Sachs nor any distributor will have any
obligation to take, refrain from taking or cease taking any action with respect to these transactions based on the potential effect on
an investor in the notes, and may receive substantial returns on hedging or other activities while the value of your notes declines.
In addition, if the distributor from which you purchase notes is to conduct hedging activities in connection with the notes, that
distributor may otherwise profit in connection with such hedging activities and such profit, if any, will be in addition to the
compensation that the distributor receives for the sale of the notes to you. You should be aware that the potential to earn fees in
connection with hedging activities may create a further incentive for the distributor to sell the notes to you in addition to the
compensation they would receive for the sale of the notes.

T he Polic ie s of t he BLS a nd Cha nge s t ha t Affe c t t he I nde x Could Affe c t t he I nt e re st Pa ym e nt on Y our N ot e s
During Any I nt e re st Pe riod a nd T he ir M a rk e t V a lue

The policies of the BLS concerning the calculation of the level of the index could affect the level of the index and, therefore,
the annual inflation rate and the interest payment on your notes on any interest payment date and the market value of your notes
before that date. The payment amount on your notes and their market value could also be affected if the BLS changes these
policies, for example, by changing the manner in which it calculates the level of the index, or if the BLS discontinues or suspends
calculation or publication of the index, in which case it may become difficult to determine the market value of your notes. If events
such as these occur, or if the index level necessary to calculate the annual inflation rate is not available for any other reason, the
calculation agent -- which initially will be Goldman, Sachs & Co., our affiliate -- may determine the index level and annual
inflation rate -- and thus the interest payment on your notes on any interest payment date -- in a manner it considers
appropriate, in its sole discretion. We describe the discretion that the calculation agent will have in determining the index level,
annual inflation rate and the interest payment on your notes during any interest period more fully under "Specific Terms of Your
Notes -- Discontinuance or Modification of the Index" and "Specific Terms of Your Notes -- Role of Calculation Agent" below.

As Ca lc ula t ion Age nt , Goldm a n, Sa c hs & Co. Will H a ve t he Aut horit y t o M a k e De t e rm ina t ions t ha t Could
Affe c t t he V a lue of Y our N ot e s a nd t he Am ount Y ou M a y Re c e ive On Any I nt e re st Pa ym e nt Da t e

As calculation agent for your notes, Goldman, Sachs & Co. will have discretion in making certain determinations that affect
your notes, including determining the index level and annual inflation rate on any interest determination date, which we will use to
determine the amount we will pay on any applicable interest payment date. The exercise of this discretion by Goldman, Sachs &
Co. could adversely affect the value of your notes and may present Goldman, Sachs & Co. with a conflict of interest. We may
change the calculation agent at any time without notice and Goldman, Sachs & Co. may resign as calculation agent at any time
upon 60 days' written notice to Goldman Sachs.

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T he re I s N o Affilia t ion be t w e e n t he BLS a nd U s, a nd We Are N ot Re sponsible for Any Disc losure by t he BLS

The index is currently calculated and published by the Bureau of Labor Statistics of the U.S. Department of Labor, a division of
the U.S. federal government. We have derived all information about the BLS in this prospectus supplement from the publicly
available information referred to in the "The Index." We have not participated in the preparation of any of those documents or
made any "due diligence" investigation or inquiry with respect to the index or the BLS in connection with the offering of your note.
You, as an investor in your notes, should make your own investigation into the index and the BLS. See "The Index" below for
additional information about the index.

The BLS is not involved in the offering of your notes in any way and has no obligation of any sort with respect to your notes.
Thus, the BLS has no obligation to take your interests into consideration for any reason, including in taking any actions that might
affect the level of the index and, therefore, the annual inflation rate.

Y our N ot e s M a y N ot H a ve a n Ac t ive T ra ding M a rk e t

Your notes will not be listed or displayed on any securities exchange or included in any interdealer market quotation system,
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and there may be little or no secondary market for your notes. Even if a secondary market for your notes develops, it may not
provide significant liquidity and we expect that transaction costs in any secondary market would be high. As a result, the difference
between bid and asked prices for your notes in any secondary market could be substantial.

Ce rt a in Conside ra t ions for I nsura nc e Com pa nie s a nd Em ploye e Be ne fit Pla ns

Any insurance company or fiduciary of a pension plan or other employee benefit plan that is subject to the prohibited
transaction rules of the Employee Retirement Income Security Act of 1974, as amended, which we call "ERISA", or the Internal
Revenue Code of 1986, as amended, including an IRA or a Keogh plan (or a governmental plan to which similar prohibitions
apply), and that is considering purchasing the offered notes with the assets of the insurance company or the assets of such a plan,
should consult with its counsel regarding whether the purchase or holding of the offered notes could become a "prohibited
transaction" under ERISA, the Internal Revenue Code or any substantially similar prohibition in light of the representations a
purchaser or holder in any of the above categories is deemed to make by purchasing and holding the offered notes. This is
discussed in more detail under "Employee Retirement Income Security Act" below.

T he T a x T re a t m e nt of Y our N ot e s is U nc e rt a in. H ow e ve r, it Would be Re a sona ble T o T re a t Y our N ot e s a s
V a ria ble Ra t e De bt I nst rum e nt s for U .S. Fe de ra l I nc om e T a x Purpose s

The tax treatment of your notes is uncertain. However, it would be reasonable to treat your notes as variable rate debt
instruments for U.S. federal income tax purposes and the issuer intends to so treat the notes. Under those rules, you generally will
be required to account for interest on the notes in the manner described under "Supplemental Discussion of Federal Income Tax
Consequences" below. If you are a secondary purchaser of the notes, the tax consequences to you may be different. Please see
"Supplemental Discussion of Federal Income Tax Consequences" below for a more detailed discussion. Please also consult your
tax advisor concerning the U.S. federal income tax and any other applicable tax consequences to you of owning your notes in your
particular circumstances.

Fore ign Ac c ount T a x Com plia nc e Ac t (FAT CA) Wit hholding M a y Apply t o Pa ym e nt s on Y our N ot e s, I nc luding
a s a Re sult of t he Fa ilure of t he Ba nk or Brok e r T hrough Whic h Y ou H old t he N ot e s t o Provide I nform a t ion
t o T a x Aut horit ie s

Please see the discussion under "United States Taxation -- Taxation of Debt Securities -- Foreign Account Tax Compliance
Act (FATCA) Withholding" in the accompanying prospectus for a description of the applicability of FATCA to payments made on
your notes.

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SPECI FI C T ERM S OF Y OU R N OT ES

We refer to the notes we are offering by this prospectus supplement as the "offered notes" or the "notes". Please note that
in this prospectus supplement, 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, references to the "accompanying prospectus" mean
the accompanying prospectus, dated September 15, 2014, as supplemented by the accompanying prospectus supplement,
dated September 15, 2014, relating to Medium-Term Notes, Series D, of The Goldman Sachs Group, Inc. Please note that in
this section entitled "Specific Terms of Your Notes", references to "holders" mean those who own notes registered in their own
names, on the books that we or the trustee maintain for this purpose, and not those who own beneficial interests in notes
registered in street name or in notes issued in book-entry form through The Depository Trust Company. Please review the
special considerations that apply to owners of beneficial interests in the accompanying prospectus, under "Legal Ownership
and Book-Entry Issuance".

The offered notes are part of a series of debt securities, entitled "Medium-Term Notes, Series D", that we may issue under
the indenture from time to time as described in the accompanying prospectus supplement and accompanying prospectus. The
offered notes are also "indexed debt securities", as defined in the accompanying prospectus.

This prospectus supplement summarizes specific financial and other terms that apply to the offered notes, including your
notes; terms that apply generally to all Series D medium-term notes are described in "Description of Notes We May Offer" in the
accompanying prospectus supplement. The terms described here supplement those described in the accompanying prospectus
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