Bond Goldman Sachs 7.2% ( US38148T3X51 ) in USD

Goldman Sachs

98.95 % ⇌

United States

US38148T3X51 ( in USD )

7.2% per year ( payment 2 times a year)

10/06/2025

Prospectus brochure of the bond Goldman Sachs US38148T3X51 en USD 7.2%, maturity 10/06/2025

1 000 USD

2 330 000 USD

38148T3X5

N/A

10/06/2025 ( In 107 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.

The Bond issued by Goldman Sachs ( United States ) , in USD, with the ISIN code US38148T3X51, pays a coupon of 7.2% per year.
The coupons are paid 2 times per year and the Bond maturity is 10/06/2025

424B2 1 a15-10538_32424b2.htm PROSPECTUS SUPPLEMENT NO. 3805 DATED MAY 27, 2015
Table of Contents

File d pursua nt t o Rule 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 .
$2,330,000
Autocallable Contingent Coupon Index-Linked Notes due 2025

I f t he c losing le ve l of e it he r t he S& P 5 0 0 ® I nde x or t he EU RO ST OX X 5 0 ® I nde x on a ny de t e rm ina t ion da t e is
less than 7 0 .0 0 % of it s init ia l le ve l, you w ill not re c e ive a c oupon on t he a pplic a ble pa ym e nt da t e . The amount
that you will be paid on your note is based on the performances of the indexes. The notes will mature on the stated maturity date
(June 10, 2025), unless automatically called on any determination date commencing in May 2016 to and including February 2025.
Your note will be called if the closing levels of both indexes on any such determination date are greater than or equal to their
respective initial levels. If your note is called, you will receive a payment on the next payment date (the tenth business day after the
relevant determination date) equal to the face amount of your note plus a coupon (as described below).

Determination dates are the 27th day of each February, May, August and November commencing in August 2015 and ending in
May 2025. If on any determination date the closing levels of both indexes are greater than or equal to 70.00% of their respective
initial levels, you will receive on the applicable payment date a coupon for each $1,000 face amount of your note equal to $18.00.

The amount that you will be paid on your note at maturity, if it has not been called, in addition to the final coupon, if any, is based on
the performance of the index with the lowest index return. The index return for each index is the percentage increase or decrease in
the final level of such index on the final determination date from its initial level.

At maturity, for each $1,000 face amount of your note, you will receive an amount in cash equal to:

·
if the index return of both indexes is greater than or equal to -30.00% (the final level of both indexes is greater than or equal to

70.00% of their respective initial levels), $1,000 plus a coupon calculated as described above; or

·
if the index return of both indexes is greater than or equal to -50.00% (the final level of both indexes is greater than or equal to

50.00% of their respective initial levels) but the index return of either index is less than -30.00%, $1,000. Y ou w ill not
re c e ive a c oupon ; or

·
if the index return of either index is less than -50.00% (the final level of either index is less than 50.00% of its initial level), the

sum of (i) $1,000 plus (ii) the product of (a) the lesser performing index return times (b) $1,000. Y ou w ill re c e ive le ss t ha n
5 0 .0 0 % of t he fa c e a m ount of your not e a nd no c oupon.

If the index return for both indexes is greater than or equal to -50.00% but the index return of either index is less than -
30.00%, you will receive the face amount of your note a nd no c oupon . I f t he inde x re t urn for e it he r inde x is less
than -5 0 .0 0 % , t he pe rc e nt a ge of t he fa c e a m ount of your not e you w ill re c e ive w ill be ba se d on t he
pe rform a nc e of t he inde x w it h t he low e st inde x re t urn. I n suc h e ve nt , you w ill re c e ive less than 5 0 .0 0 %
of t he fa c e a m ount of your not e a nd no c oupon.

The maximum return on your note is 1.80% quarterly, regardless of how much either index appreciates.

Y ou should re a d t he a ddit iona l disc losure he re in so t ha t you m a y be t t e r unde rst a nd t he t e rm s a nd risk s of
your inve st m e nt , inc luding, a m ong ot he r t hings, our c re dit risk . Se e pa ge S -9 . The estimated value of your notes
at the time the terms of your notes are set on the trade date is equal to approximately $937 per $1,000 face amount. For a
discussion of the estimated value and the price at which Goldman, Sachs & Co. would initially buy or sell your notes, if it
makes a market in the notes, see the following page.

Origina l issue da t e :
May 29, 2015
Origina l issue pric e :
100.00% of the face amount

U nde rw rit ing
3.95% of the face amount
N e t proc e e ds t o t he
96.05% of the face amount
disc ount :
issue r:

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
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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. 3805 dated May 27, 2015.

Table of Contents

The issue price, underwriting discount and net proceeds listed above relate to the notes we sell initially. We 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 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.

Est im a t e d V a lue of Y our N ot e s

The estimated value of your notes at the time the terms of your notes are set on the trade date (as determined by
reference to pricing models used by Goldman, Sachs & Co. (GS&Co.) and taking into account our credit spreads) is equal
to approximately $937 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; however, the price (not including GS&Co.'s customary bid and ask
spreads) at which GS&Co. would initially buy or sell notes (if it makes a market, which it is not obligated to do) and the
value that GS&Co. will initially use for account statements and otherwise is equal to approximately $960 per $1,000 face
amount, which exceeds the estimated value of your notes as determined by reference to these models. The amount of the
excess will decline on a straight line basis over the period from the trade date through May 27, 2016.

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 ON

We refer to the notes we are offering by this prospectus supplement as the "offered notes" or the "notes". Each of the offered
notes, including your notes, has the terms described below and under "Specific Terms of Your Notes" on page S-19. 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,
in each case relating to the Medium-Term Notes, Series D of The Goldman Sachs Group, Inc. 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
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I ssue r: The Goldman Sachs Group, Inc.

I ndic e s: the S&P 500® Index (Bloomberg symbol, "SPX Index"), as published by S&P Dow Jones Indices LLC ("S&P"); the EURO
STOXX 50® Index (Bloomberg symbol, "SX5E Index"), as published by STOXX Limited; see "The Indices" on page S-27

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; $2,330,000 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

Purc ha se a t a m ount ot he r t ha n fa c e a m ount : the amount we will pay you for your notes on a call payment date or the
stated maturity date, as the case may be, will not be adjusted based on the issue price you pay for your notes, so if you acquire
notes at a premium (or discount) to face amount and hold them to a call payment date or the stated maturity date, it could affect your
investment in a number of ways. The return on your investment in such notes will be lower (or higher) than it would have been had
you purchased the notes at face amount. See "Additional Risk Factors Specific to Your Notes -- If You Purchase Your Notes at a
Premium to Face Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at Face Amount and
the Impact of Certain Key Terms of the Notes Will Be Negatively Affected" on page S-11 of this prospectus supplement

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: you will be obligated pursuant to the terms of the
notes -- in the absence of a change in law, an administrative determination or a judicial ruling to the contrary -- to characterize each
note for all tax purposes as an income-bearing pre-paid derivative contract in respect of the indices, as described under
"Supplemental Discussion of Federal Income Tax Consequences" herein. Pursuant to this approach, it is the opinion of Sidley Austin
LLP that it is likely that any coupon payment will be taxed as ordinary income in accordance with your regular method of accounting
for U.S. federal income tax purposes. If you are a United States alien holder of the notes, we intend to withhold on coupon payments
made to you at a 30% rate or at a lower rate specified by an applicable income tax treaty. In addition, upon the sale, exchange,
redemption or maturity of your notes, it would be reasonable for you to recognize capital gain or loss equal to the difference, if any,
between the amount of cash you receive at such time (excluding amounts attributable to any coupon payment) and your tax basis in
your notes

Ca sh se t t le m e nt a m ount (on a ny c a ll pa ym e nt da t e ): if your notes are automatically called on a call observation date
because the closing levels of both indices are greater than or equal to their respective initial index levels, for each $1,000 face
amount of your notes, on the related call payment date, we will pay you an amount in cash

S-2
Table of Contents

equal to the sum of (i) $1,000 plus (ii) the coupon then due

Ca sh se t t le m e nt a m ount (on t he st a t e d m a t urit y da t e ): if your notes are not automatically called, for each $1,000 face
amount of your notes, we will pay you on the stated maturity date an amount in cash equal to:

·
if the index return of both indices is greater than or equal to -30.00%, $1,000 plus the related coupon; or

·
if the index return of both indices is greater than or equal to -50.00% but the index return of either index is less than -

30.00%, $1,000. Y ou w ill not re c e ive a c oupon ; or

·
if the index return of either index is less than -50.00%, the sum of (i) $1,000 plus (ii) the product of (a) the lesser performing

index return times (b) $1,000. Y ou w ill re c e ive le ss t ha n 5 0 .0 0 % of t he fa c e a m ount of your not e a nd no
c oupon

Aut om a t ic c a ll fe a t ure : if, as measured on any call observation date, the closing levels of both indices are greater than or equal
to their respective initial index levels, your notes will be automatically called; if your notes are automatically called on any call
observation date, on the corresponding call payment date, in addition to the coupon then due, you will receive an amount in cash
equal to $1,000 for each $1,000 face amount of your notes

Le sse r pe rform ing inde x re t urn: the index return of the lesser performing index

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Le sse r pe rform ing inde x : the index with the lowest index return

Coupon: subject to the automatic call feature, on each coupon payment date, for each $1,000 face amount of your notes, we will
pay you an amount in cash equal to:

·
if the closing levels of both indices on the related coupon determination date are greater than or equal to their respective

coupon trigger levels, $18.00; or

·
if the closing level of either index on the related coupon determination date is less than its respective coupon trigger level,

$0.00

I nit ia l inde x le ve l: 2,123.48 with respect to the S&P 500® Index and 3,682.87 with respect to the EURO STOXX 50® Index

Fina l inde x le ve l: with respect to each index, the closing level of such index on the determination date, except in the limited
circumstances described under "Specific Terms of Your Notes -- Consequences of a Market Disruption Event or a Non-Trading Day"
on page S-21

Coupon t rigge r le ve l: 1,486.436 with respect to the S&P 500® Index and 2,578.009 with respect to the EURO STOXX 50® Index
(in each case 70.00% of its initial index level)

Closing le ve l: with respect to each index, the closing level of such index on any trading day, as further described under "Specific
Terms of Your Notes -- Special Calculation Provisions -- Closing Level" on page S-24

I nde x re t urn: with respect to each index on the determination date, the quotient of (i) the final index level minus the initial index
level divided by (ii) the initial index level, expressed as a positive or negative percentage

De fe a sa nc e : not applicable

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

Busine ss da y: as described on page S-23

T ra ding da y: as described on page S-23

Sc he dule d t ra ding da y: as described on page S-23

T ra de da t e : May 27, 2015

Origina l issue da t e (se t t le m e nt da t e ): May 29, 2015

St a t e d m a t urit y da t e : June 10, 2025, subject to adjustment as described under "Specific Terms of Your Notes -- Payment of
Principal on Stated Maturity Date -- Stated Maturity Date" on page S-20

De t e rm ina t ion da t e : May 27, 2025, subject to adjustment as described under "Specific Terms of Your Notes -- Payment of
Principal on Stated Maturity Date -- Determination Date" on page S-21

Ca ll obse rva t ion da t e : each coupon determination date commencing in May 2016 and ending in February 2025, subject to
adjustment as described under "Specific Terms of Your Notes -- Payment of Principal on Stated Maturity Date -- Call Observation
Dates" on page S-21

Ca ll pa ym e nt da t e s: the tenth business day after each call observation date subject to adjustment as described under "Specific
Terms of Your Notes -- Payment of Principal on Stated Maturity Date -- Call Payment Dates" on page S-21

Coupon de t e rm ina t ion da t e s: the 27th day of each February, May, August and November, commencing in August 2015 and
ending in May 2025, subject to adjustment as described under "Specific Terms of Your Notes --Coupon Determination Dates" on
page S-21

S-3
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Coupon pa ym e nt da t e s: the tenth business day after each coupon determination date to and including the stated maturity date,
subject to adjustment as described under "Specific Terms of Your Notes --Coupon and Coupon Payment Dates" on page S-21

Re gula r re c ord da t e s: the scheduled business day immediately preceding the day on which payment is made

Ca lc ula t ion a ge nt : GS&Co.

CU SI P no.: 38148T3X5

I SI N no.: US38148T3X51

FDI C: 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

S-4
Table of Contents

H Y POT H ET I CAL EX AM PLES

The following tables 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 (i) the impact that various hypothetical closing levels of the
indices on a coupon determination date could have on the coupon payable on the related coupon payment date and (ii) the impact
that various hypothetical closing levels of the lesser performing index on the determination date could have on the cash settlement
amount at maturity assuming all other variables remain constant.

The examples below are based on a range of index levels that are entirely hypothetical; no one can predict what the index level
of either index will be on any day throughout the life of your notes, what the closing level of either index will be on any coupon
determination date or call observation date, as the case may be, and what the final index level of the lesser performing index will be
on the determination date. The indices have been highly volatile in the past -- meaning that the index levels have changed
substantially in relatively short periods -- and their performance cannot be predicted for any future period.

The information in the following examples reflects the hypothetical rates of return on the offered notes assuming that they are
purchased on the original issue date at the face amount and held to a call payment date or the stated maturity date. If you sell your
notes in a secondary market prior to a call payment date or the stated maturity date, as the case may be, your return will depend
upon the market value of your notes at the time of sale, which may be affected by a number of factors that are not reflected in the
tables below such as interest rates, the volatility of the indices and our creditworthiness. In addition, the estimated value of your
notes at the time the terms of your notes are set on the trade date (as determined by reference to pricing models used by GS&Co.)
is less than the original issue price of your notes. For more information on the estimated value of your notes, see "Additional Risk
Factors Specific to Your Notes -- The Estimated Value of Your Notes At the Time the Terms of Your Notes Are Set On the Trade
Date (as Determined By Reference to Pricing Models Used By GS&Co.) Is Less Than the Original Issue Price Of Your Notes" on
page S-9 of this prospectus supplement. The information in the tables also reflect the key terms and assumptions in the box below.

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

Face amount
$1,000

Initial index level of the S&P 500® Index
2,123.48

Initial index level of the EURO STOXX 50® Index
3,682.87

The notes are not automatically called, unless otherwise indicated below

Neither a market disruption event nor a non-trading day occurs on any originally scheduled coupon determination date or call observation date or the
originally scheduled determination date

No change in or affecting any of the index stocks or the method by which the applicable index sponsor calculates either index

Notes purchased on original issue date at the face amount and held to a call payment date or the stated maturity date

For these reasons, the actual performance of the indices over the life of your notes, the actual index levels on any call
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observation date or coupon determination date, as well as the coupon payable, if any, on each coupon payment date, may bear little
relation to the hypothetical examples shown below or to the historical index levels shown elsewhere in this prospectus supplement.
For information about the index levels during recent periods, see "The Indices -- Historical Closing Levels of the Indices" on page S-
31. Before investing in the notes, you should consult publicly available information to determine the index levels between the date of
this prospectus supplement and the date of your purchase of the notes.

Also, the hypothetical examples shown below do not take into account the effects of applicable taxes. Because of the U.S. tax
treatment applicable to your notes, tax liabilities could affect the after-tax rate of return on your notes to a comparatively greater
extent than the after-tax return on the index stocks.

S-5
Table of Contents

H ypot he t ic a l Coupon Pa ym e nt s

The examples below show hypothetical performances of each index as well as the hypothetical coupons, if any, that we would
pay on each coupon payment date with respect to each $1,000 face amount of the notes if the closing level of each index on the
applicable coupon determination date were the hypothetical closing levels shown and the coupon trigger levels were 1,486.436 and
2,578.009 for the S&P 500® Index and the EURO STOXX 50® Index, respectively.

Sc e na rio 1

H ypot he t ic a l Coupon
H ypot he t ic a l Closing Le ve l of
H ypot he t ic a l Closing Le ve l of
H ypot he t ic a l Coupon
De t e rm ina t ion Da t e
t he S& P 5 0 0 ® I nde x
t he EU RO ST OX X 5 0 ® I nde x
First
1,400
4,000
$0.00
Se c ond
2,200
2,500
$0.00
T hird
1,400
2,600
$0.00
Fourt h
1 ,6 0 0
2 ,6 0 0
$ 1 8 .0 0
Fift h
1,400
2,700
$0.00
Six t h
1,600
2,400
$0.00
Se ve nt h
1 ,5 5 0
2 ,8 0 0
$ 1 8 .0 0
Eight h
1,600
2,200
$0.00
N int h
1,400
2,500
$0.00
T e nt h
1,600
2,400
$0.00
Ele ve nt h
1,400
2,550
$0.00
T w e lft h
1,600
2,300
$0.00
T hirt e e nt h Fort ie t h
1,400
2,850
$0.00

T ot a l H ypot he t ic a l Coupons
$ 3 6 .0 0

In Scenario 1, the hypothetical closing level of each index increases and decreases by varying amounts on each hypothetical
coupon determination date. Because the hypothetical closing levels of both indices on the fourth and seventh hypothetical coupon
determination dates are greater than or equal to their respective coupon trigger levels, the total of the hypothetical coupons in
Scenario 1 is $36.00. Because the hypothetical closing levels of both indices on the thirteenth through the fortieth hypothetical
coupon determination dates are less than their respective coupon trigger levels, no further coupons will be paid, including at maturity.

Sc e na rio 2

H ypot he t ic a l Coupon
H ypot he t ic a l Closing Le ve l of t he
H ypot he t ic a l Closing Le ve l of t he
H ypot he t ic a l
De t e rm ina t ion Da t e
S& P 5 0 0 ® I nde x
EU RO ST OX X 5 0 ® I nde x
Coupon
First
1,400
4,000
$0.00
Se c ond
2,200
2,400
$0.00
T hird
1,400
2,600
$0.00
Fourt h
1,600
2,200
$0.00
Fift h
1,400
2,500
$0.00
Six t h
1,600
2,100
$0.00
Se ve nt h
1,550
2,400
$0.00
Eight h
1,600
2,000
$0.00
N int h
1,400
2,500
$0.00
T e nt h
1,600
2,000
$0.00
Ele ve nt h
1,400
2,100
$0.00
T w e lft h
1,600
2,400
$0.00
T hirt e e nt h Fort ie t h
1,400
2,800
$0.00

T ot a l H ypot he t ic a l Coupons
$ 0 .0 0

In Scenario 2, the hypothetical closing level of each index increases and decreases by varying amounts on each hypothetical
coupon determination date. Because in each case the hypothetical closing level of at least one of the indices on the related coupon
determination date is less than its respective coupon trigger level, you will not receive a coupon payment on the applicable
hypothetical coupon payment date. Since this occurs on every hypothetical coupon determination date, the overall return you earn on
your notes will be zero or less. Therefore, the total of the hypothetical coupons in Scenario 2 is $0.00.

Sc e na rio 3

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H ypot he t ic a l Coupon
H ypot he t ic a l Closing Le ve l of t he
H ypot he t ic a l Closing Le ve l of t he
H ypot he t ic a l
De t e rm ina t ion da t e
S& P 5 0 0 ® I nde x
EU RO ST OX X 5 0 ® I nde x
Coupon
First
1,400
2,500
$0.00
Se c ond
1,400
2,550
$0.00
T hird
1,450
2,300
$0.00
Fourt h
2 ,2 0 0
3 ,8 0 0
$ 1 8 .0 0

T ot a l H ypot he t ic a l Coupons
$ 1 8 .0 0

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Table of Contents

In Scenario 3, the hypothetical closing levels of the indices are less than their respective coupon trigger levels on the first three
hypothetical coupon determination dates, but increase to levels that are greater than their respective initial index levels on the fourth
hypothetical coupon determination date. Because the hypothetical closing levels of both indices are greater than or equal to their
respective initial index levels on the fourth hypothetical coupon determination date (which is also the first hypothetical call observation
date), your notes will be automatically called. Therefore, on the corresponding hypothetical call payment date, in addition to the
hypothetical coupon of $18.00, you will receive an amount in cash equal to $1,000 for each $1,000 face amount of your notes.

H ypot he t ic a l Pa ym e nt a t M a t urit y

I f t he not e s a re not c a lle d on a ny c a ll obse rva t ion da t e (i.e., on each call observation date the closing level of either
index is less than its respective initial index level), the cash settlement amount we would deliver for each $1,000 face amount of your
notes on the maturity date will depend on the performance of the lesser performing index on the determination date, as shown in the
table below. The table below assumes that t he not e s ha ve not be e n a ut om a t ic a lly c a lle d on a c a ll obse rva t ion da t e ,
does not include the final coupon, if any, and reflects hypothetical cash settlement amounts that you could receive on the stated
maturity date. If the final index level of the lesser performing index (as a percentage of the initial index level) is less than 70.00%,
you will not be paid a final coupon at maturity.

The levels in the left column of the table below represent hypothetical final index levels of the lesser performing index and are
expressed as percentages of the initial index level of the lesser performing index. The amounts in the right column represent the
hypothetical cash settlement amounts, based on the corresponding hypothetical final index level of the lesser performing index
(expressed as a percentage of the initial index level of the lesser performing index), and are expressed as percentages of the face
amount of a note (rounded to the nearest one-thousandth of a percent). Thus, a hypothetical cash settlement amount of 100.000%
means that the value of the cash payment that we would deliver for each $1,000 of the outstanding face amount of the offered notes
on the stated maturity date would equal 100.000% of the face amount of a note, based on the corresponding hypothetical final index
level of the lesser performing index (expressed as a percentage of the initial index level of the lesser performing index) and the
assumptions noted above.

T he N ot e s H a ve N ot Be e n Ca lle d

H ypot he t ic a l Ca sh Se t t le m e nt Am ount
H ypot he t ic a l Fina l I nde x Le ve l of t he
a t M a t urit y if t he N ot e s H a ve N ot Be e n
Le sse r Pe rform ing I nde x
Ca lle d on a Ca ll Obse rva t ion Da t e
(a s Pe rc e nt a ge of I nit ia l I nde x Le ve l)
(a s Pe rc e nt a ge of Fa c e Am ount )
175.000%
100.000%*
150.000%
100.000%*
125.000%
100.000%*
1 0 0 .0 0 0 %
1 0 0 .0 0 0 % *
90.000%
100.000%*
7 0 .0 0 0 %
1 0 0 .0 0 0 % *
65.000%
100.000%
5 0 .0 0 0 %
1 0 0 .0 0 0 %
49.999%
49.999%
30.000%
30.000%
25.000%
25.000%
20.000%
20.000%
10.000%
10.000%
0 .0 0 0 %
0 .0 0 0 %

*Does not include the final coupon

If, for example, the notes have not been called on a call observation date and the final index level of the lesser performing index
were determined to be 25.000% of its initial index level, the cash settlement amount that we would deliver on your notes at maturity
would be 25.000% of the face amount of your notes, as shown in the table above. As a result, if you purchased your notes on the
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original issue date at the face amount and held them to the stated maturity date, you would lose 75.000% of your investment (if you
purchased your notes at a premium to face amount you would lose a correspondingly higher percentage of your investment). In
addition, if the final index level of the lesser performing index were determined to be 175.000% of its initial index level, the cash
settlement amount that we would deliver on your notes at maturity would be limited to 100.000% of

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each $1,000 face amount of your notes, as shown in the table above. As a result, if you held your notes to the stated maturity date,
you would not benefit from any increase in the final index level over the initial index level.

The cash settlement amounts shown above are entirely hypothetical; they are based on market prices for the index stocks that
may not be achieved on the determination date and on assumptions that may prove to be erroneous. The actual market value of
your notes on the stated maturity date or at any other time, including any time you may wish to sell your notes, may bear little
relation to the hypothetical cash settlement amounts shown above, and these amounts should not be viewed as an indication of the
financial return on an investment in the offered notes. The hypothetical cash settlement amounts on notes held to the stated maturity
date in the examples above assume you purchased your notes at their face amount and have not been adjusted to reflect the actual
issue price you pay for your notes. The return on your investment (whether positive or negative) in your notes will be affected by the
amount you pay for your notes. If you purchase your notes for a price other than the face amount, the return on your investment will
differ from, and may be significantly lower than, the hypothetical returns suggested by the above examples. Please read "Additional
Risk Factors Specific to Your Notes -- The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors" on
page S-11.

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 a combination of an interest-bearing bond bought by the holder
and one or more options entered into between the holder and us (with one or more implicit option premiums paid over time). The
discussion in this paragraph does not modify or affect the terms of the notes or the U.S. federal income tax treatment of the notes,
as described elsewhere in this prospectus supplement.

We cannot predict the actual closing levels of the indices on any day, the final index level of the indices or what the market
value of your notes will be on any particular trading day, nor can we predict the relationship between the closing levels of the
indices and the market value of your notes at any time prior to the stated maturity date. The actual coupon payment, if any, that a
holder of the notes will receive on each coupon payment date, the actual amount that you will receive at maturity, if any, and the
rate of return on the offered notes will depend on whether or not the notes are called and on the actual closing levels of the
indices on the coupon determination dates and the actual final index levels determined by the calculation agent as described
above. Moreover, the assumptions on which the hypothetical examples are based may turn out to be inaccurate. Consequently,
the coupon to be paid in respect of your notes, if any, and the cash amount to be paid in respect of your notes on the stated
maturity date, if any, may be very different from the information reflected in the tables and examples above.

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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. 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. Your notes are a riskier investment than ordinary debt securities. Also,
your notes are not equivalent to investing directly in the index stocks, i.e., the stocks comprising the indices to which your notes
are linked. You should carefully consider whether the offered notes are suited to your particular circumstances.

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 Are 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 GS& Co.) I s Le ss T ha n t he Origina l I ssue Pric e Of Y our
N ot e s
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The original issue price for your notes exceeds the estimated value of your notes as of the time the terms of your notes are set
on the trade date, as determined by reference to GS&Co.'s pricing models and taking into account our credit spreads. Such estimated
value on the trade date is set forth above under "Estimated Value of Your Notes"; 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. The price at which GS&Co. would initially buy or sell your notes (if GS&Co. makes a market, which it is not obligated to do),
and the value that GS&Co. will initially use for account statements and otherwise, also exceeds the estimated value of your notes as
determined by reference to these models. As agreed by GS&Co. and the distribution participants, the amount of this excess will
decline on a straight line basis over the period from the date hereof through the applicable date set forth above under "Estimated
Value of Your Notes". Thereafter, if GS&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 GS&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 are set on the trade date, as disclosed above under
"Estimated Value of Your Notes", GS&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 are 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
GS&Co. and the amounts GS&Co. pays to us in connection with your notes. We pay to GS&Co. amounts based on what we would
pay to holders of a non-structured note with a similar maturity. In return for such payment, GS&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 GS&Co. makes a market in the notes, the price quoted by GS&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 GS&Co. makes a market in the

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notes, the quoted price will reflect the estimated value determined by reference to GS&Co.'s pricing models at that time, plus or
minus its then current bid and ask spread for similar sized trades of structured notes (and subject to the declining excess amount
described above).

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.

There is no assurance that GS&Co. or any other party will be willing to purchase your notes at any price and, in this regard,
GS&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 coupons (if any) and return on the notes will be based on the performance of each index, 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.

Y ou M a y Lose Y our Ent ire I nve st m e nt in t he N ot e s

You can lose your entire investment in the notes. Assuming your notes are not automatically called, the cash settlement amount
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on your notes, if any, on the stated maturity date will be based on the performance of the lesser performing of the S&P 500® Index
and the EURO STOXX 50® Index as measured from their initial index levels to the closing level of the lesser performing index on the
determination date. If the index return of either index is less than -50.00%, you will have a loss for each $1,000 of the face amount
of your notes equal to the product of the lesser performing index return times $1,000. Thus, you may lose your entire investment in
the notes, which would include any premium to face amount you paid when you purchased the notes.

Also, the market price of your notes prior to a call payment date or the stated maturity date, as the case may be, may be
significantly lower than the purchase price you pay for your notes. Consequently, if you sell your notes before the stated maturity
date, you may receive far less than the amount of your investment in the notes.

Y ou M a y N ot Re c e ive a Coupon on Any Coupon Pa ym e nt Da t e

If the closing level of either index on the related coupon determination date is less than its respective coupon trigger level, you
will not receive a coupon payment on the applicable coupon payment date. If this occurs on every coupon determination date, the
overall return you earn on your notes will be zero or less and such return will be less than you would have earned by investing in a
note that bears interest at the prevailing market rate.

Although you will receive a coupon if the closing levels of both of the indices on the related coupon determination date are
greater than or equal to their respective coupon trigger levels, the coupon paid on the corresponding coupon payment date will be
equal to $18.00. You should be aware that, with respect to prior coupon determination dates that did not result in the payment of a
coupon, you will not be compensated for any opportunity cost implied by inflation and other factors relating to the time value of
money. Further, there is no guarantee that you will receive any coupon payment with respect to the notes at any time and you may
lose your entire investment in the notes.

Y our N ot e s Are Subje c t t o Aut om a t ic Re de m pt ion

We will automatically call and redeem all, but not part, of your notes on a call payment date if, as measured on any call
observation date, the closing levels of both indices are greater than or equal to their respective initial index levels. Therefore, the term
for your notes may be reduced to approximately one year after the original issue date. You will not receive any additional coupon
payments after the notes are automatically called and you may not be able to reinvest the proceeds from an investment in the notes
at a comparable return for a similar level of risk in the event the notes are called prior to maturity.

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T he Coupon Doe s N ot Re fle c t t he Ac t ua l Pe rform a nc e of t he I ndic e s from t he T ra de Da t e t o Any Coupon
De t e rm ina t ion Da t e or from Coupon De t e rm ina t ion Da t e t o Coupon De t e rm ina t ion Da t e

The coupon for each quarterly coupon payment date is different from, and may be less than, a coupon determined based on the
percentage difference of the closing levels of the indices between the trade date and any coupon determination date or between two
coupon determination dates. Accordingly, the coupons, if any, on the notes may be less than the return you could earn on another
instrument linked to the indices that pay coupons based on the performance of the indices from the trade date to any coupon
determination date or from coupon determination date to coupon determination date.

T he Ca sh Se t t le m e nt Am ount Will Be Ba se d Sole ly on t he Le sse r Pe rform ing I nde x

If the notes are not automatically called, the cash settlement amount will be based on the lesser performing index without regard
to the performance of the other index. As a result, you could lose all or some of your initial investment if the lesser performing index
return is negative, even if there is an increase in the level of the other index. This could be the case even if the other index
increased by an amount greater than the decrease in the lesser performing index.

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 levels of the indices;

·
the volatility i.e., the frequency and magnitude of changes in the closing levels of the indices;

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