Bond Goldman Sachs 2% ( US38148TCH05 ) in USD

Goldman Sachs

108.524 % ⇌

United States

US38148TCH05 ( in USD )

2% per year ( payment 2 times a year)

03/09/2025

Prospectus brochure of the bond Goldman Sachs US38148TCH05 en USD 2%, maturity 03/09/2025

1 000 USD

600 000 USD

38148TCH0

N/A

03/03/2025 ( In 8 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 US38148TCH05, pays a coupon of 2% per year.
The coupons are paid 2 times per year and the Bond maturity is 03/09/2025

The Bond issued by Goldman Sachs ( United States ) , in USD, with the ISIN code US38148TCH05, was rated NR by Moody's credit rating agency.

424B2 1 a15-16703_42424b2.htm PRICING SUPPLEMENT NO. 4045 DATED AUGUST 28, 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 .
$600,000
S&P 500® Index-Linked Notes due 2025

The notes will pay interest at a fixed rate of 2.00% per annum payable annually on each interest payment date (September 2nd of
each year, commencing in September 2016, provided that the interest payment date in 2025 will be the stated maturity date). The
stated maturity date is September 3, 2025. In addition to accrued and unpaid interest, on the stated maturity date we will pay you
an amount based on the performance of the S&P 500® Index as measured from the day prior to the trade date (August 27, 2015,
as the trade date is August 28, 2015) to and including the determination date (August 28, 2025). On the stated maturity date, if the
final index level is equal to or less than 120.00% of the initial index level of 1,987.66, you will receive the face amount of your
notes. Y ou w ill not re c e ive m ore t ha n t he fa c e a m ount of your not e s unle ss t he inde x re t urn (de sc ribe d
be low ) is gre a t e r t ha n 2 0 .0 0 % , a nd, e ve n if t he inde x re t urn is gre a t e r t ha n 2 0 .0 0 % , t he re t urn on your not e s
w ill a lw a ys be a t le a st 2 0 .0 0 % le ss t ha n t he posit ive inde x re t urn a nd subje c t t o t he m a x im um se t t le m e nt
a m ount of $ 1 ,4 5 0 .0 0 for e a c h $ 1 ,0 0 0 fa c e a m ount of your not e s.

To determine your payment at maturity, we will calculate the index return, which is the percentage increase or decrease in the final
index level from the initial index level. On the stated maturity date, in addition to accrued and unpaid interest, for each $1,000 face
amount of your notes you will receive an amount in cash equal to:

·
if the index return is greater than 20.00% (the final index level is greater than 120.00% of the initial index level), the sum of

(i) $1,000 plus (ii) the product of (a) $1,000 times (b) the index return minus 20.00%, subject to the maximum settlement
amount; or
·
if the index return is equal to or less than 20.00% (the final index level is equal to or less than 120.00% of the initial index

level), $1,000.

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 PS-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 $939 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 :
September 2, 2015
Origina l issue pric e :
100.00% of the face amount
U nde rw rit ing disc ount :3.45% of the face amount
N e t proc e e ds t o t he
96.55% of the face amount
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 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.

Pricing Supplement No. 4045 dated August 28, 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
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additional notes after the date of this pricing 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 is
equal to approximately $939 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 $970 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 August 28, 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 pricing supplement and the accompanying documents listed below. This pricing supplement constitutes a supplement to the
documents listed below and should be read in conjunction with such documents:

·
General terms supplement dated September 26, 2014

·
Prospectus supplement dated September 15, 2014

·
Prospectus dated September 15, 2014

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.

Table of Contents

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PS-2
Table of Contents

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SU M M ARY I N FORM AT I ON

We refer to the notes we are offering by this pricing supplement as the "offered notes" or the "notes". Each of the offered
notes, including your notes, has the terms described below. Please note that in this pricing 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, of The Goldman Sachs
Group, Inc. relating to the Medium-Term Notes, Series D program of The Goldman Sachs Group, Inc. and references to the
"accompanying general terms supplement" mean the accompanying general terms supplement, dated September 26, 2014, of
The Goldman Sachs Group, Inc.

This section is meant as a summary and should be read in conjunction with the section entitled "Supplemental Terms of the
Notes" on page S-13 of the accompanying general terms supplement. Please note that certain features, as noted below,
described in the accompanying general terms supplement are not applicable to the notes. This pricing supplement supersedes
any conflicting provisions of the accompanying general terms supplement.

K e y T e rm s

I ssue r: The Goldman Sachs Group, Inc.

U nde rlie r: the S&P 500® Index (Bloomberg symbol, "SPX Index")

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

Fa c e a m ount : each note will have a face amount of $1,000; $600,000 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 pricing supplement

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 at the stated maturity date for your notes 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 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. Also, the cap level would
be triggered at a lower (or higher) percentage return than indicated below, relative to your initial investment. 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 PS-11 of this pricing 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: The notes will be treated as debt instruments
subject to the special rules governing contingent payment debt instruments for U.S. federal income tax purposes. Under this
treatment, it is the opinion of Sidley Austin LLP that if you are a U.S. individual or taxable entity, you generally should be required
to pay taxes on ordinary income from the notes over their term based on the comparable yield for the notes. In addition, any gain
you may recognize on the sale, exchange or maturity of the notes will be taxed as ordinary interest income.

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 ): for each $1,000 face amount of your notes, we will pay you on
the stated maturity date, in addition to accrued and unpaid interest, an amount in cash equal to:

·
if the final underlier level is greater than or equal to the cap level, the maximum settlement amount;

·
if the final underlier level is greater than 120.00% of the initial underlier level but less than the cap level, the sum of (1) $1,000

plus (2) the product of (i) $1,000 times (ii) the underlier return minus 20.00%; or
·
if the final underlier level is equal to or less than 120.00% of the initial underlier level, $1,000.

I nit ia l unde rlie r le ve l: 1,987.66. The initial underlier level represents the closing level of the underlier on the day prior to the
trade date, August 27, 2015. The initial underlier level may be higher or lower than the closing level of the underlier on the trade
date.

PS-3
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Fina l unde rlie r le ve l: the closing level of the underlier on the determination date, except in the limited circumstances described
under "Supplemental Terms of the Notes -- Consequences of a Market Disruption Event or a Non-Trading Day" on page S-19 of
the accompanying general terms supplement and subject to adjustment as provided under "Supplemental Terms of the Notes --
Discontinuance or Modification of an Underlier" on page S-23 of the accompanying general terms supplement

U nde rlie r re t urn: the quotient of (1) the final underlier level minus the initial underlier level divided by (2) the initial underlier
level, expressed as a percentage

Ca p le ve l: 165.00% of the initial underlier level

M a x im um se t t le m e nt a m ount : $1,450.00

I nt e re st ra t e : 2.00% per annum

Busine ss da y c onve nt ion: following unadjusted; as described under "Description of Debt Securities We May Offer --
Calculations of Interest on Debt Securities -- Business Day Conventions" on page 18 of the accompanying prospectus as
supplemented by the description under "-- Interest payment dates" below.

I nt e re st pa ym e nt da t e s: annual; September 2nd of each year, commencing in September 2016, provided that the interest
payment date in 2025 will be the stated maturity date. If the stated maturity date does not occur on the originally scheduled day
(whether because the originally scheduled stated maturity date is not a business day or because of a postponement of the
determination date), the interest payment date scheduled to occur on that day will instead occur on the postponed stated maturity
date. However, interest shall not accrue from and including such originally scheduled interest payment date to and including the
postponed maturity date.

Re gula r re c ord da t e s: for interest due on an interest payment date, the day immediately prior to the day on which the interest
payment is to be made (as such payment day may be adjusted)

Da y c ount c onve nt ion: 30/360

T ra de da t e : August 28, 2015

Origina l issue da t e (se t t le m e nt da t e ): September 2, 2015

De t e rm ina t ion da t e : August 28, 2025, subject to adjustment as described under "Supplemental Terms of the Notes --
Determination Date" on page S-14 of the accompanying general terms supplement

St a t e d m a t urit y da t e : September 3, 2025, subject to adjustment as described under "Supplemental Terms of the Notes --
Stated Maturity Date" on page S-13 of the accompanying general terms supplement

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

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

Closing le ve l: as described under "Supplemental Terms of the Notes -- Special Calculation Provisions -- Closing Level" on
page S-27 of the accompanying general terms supplement

Busine ss da y: as described under "Supplemental Terms of the Notes -- Special Calculation Provisions -- Business Day" on
page S-27 of the accompanying general terms supplement

T ra ding da y: as described under "Supplemental Terms of the Notes -- Special Calculation Provisions -- Trading Day" on
page S-27 of the accompanying general terms supplement

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

CU SI P no.: 38148TCH0

I SI N no.: US38148TCH05

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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

PS-4
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H Y POT H ET I CAL EX AM PLES

The following 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 impact that the various hypothetical underlier levels 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 final underlier levels that are entirely hypothetical; no one can predict what the
underlier level will be on any day throughout the life of your notes, and no one can predict what the final underlier level will be on
the determination date. The underlier has been highly volatile in the past -- meaning that the underlier level has changed
considerably in relatively short periods -- and its performance cannot be predicted for any future period.

The information in the following examples reflects 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 the stated maturity date. If you sell your notes in a secondary
market prior to the stated maturity date, 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 examples below such as interest rates, the volatility of the underlier
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 PS-9 of this pricing supplement. 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 ions
Face amount
$1,000
Cap level
165.00% of the initial underlier level
Maximum settlement amount
$1,450.00
Neither a market disruption event nor a non-trading day occurs on the originally scheduled determination
date

No change in or affecting any of the underlier stocks or the method by which the underlier sponsor
calculates the underlier

The effect of accrued and unpaid interest has been excluded

Notes purchased on original issue date at the face amount and held to the stated maturity date

For these reasons, the actual performance of the underlier over the life of your notes, as well as the amount payable at maturity
may bear little relation to the hypothetical examples shown below or to the historical underlier levels shown elsewhere in this
pricing supplement. For information about the historical levels of the underlier during recent periods, see "The Underlier --
Historical Closing Levels of the Underlier" below. Before investing in the offered notes, you should consult publicly available
information to determine the levels of the underlier between the date of this pricing supplement and the date of your purchase of
the offered 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 underlier stocks.

The levels in the left column of the table below represent hypothetical final underlier levels and are expressed as percentages of
the initial underlier level. The amounts in the right column represent the hypothetical cash settlement amounts, based on the
corresponding hypothetical final underlier level (expressed as a percentage of the initial underlier level), and are expressed as
percentages of the face

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PS-5
Table of Contents

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, in addition to accrued and unpaid interest, would equal 100.000% of the face amount of a note,
based on the corresponding hypothetical final underlier level (expressed as a percentage of the initial underlier level) and the
assumptions noted above.

H ypot he t ic a l Fina l U nde rlie r Le ve l
H ypot he t ic a l Ca sh Se t t le m e nt Am ount *
(a s Pe rc e nt a ge of I nit ia l U nde rlie r Le ve l)
(a s Pe rc e nt a ge of Fa c e Am ount )
200.000%
145.000%
190.000%
145.000%
1 6 5 .0 0 0 %
1 4 5 .0 0 0 %
160.000%
140.000%
140.000%
120.000%
130.000%
110.000%
1 2 0 .0 0 0 %
1 0 0 .0 0 0 %
110.000%
100.000%
1 0 0 .0 0 0 %
1 0 0 .0 0 0 %
75.000%
100.000%
50.000%
100.000%
25.000%
100.000%
0 .0 0 0 %
1 0 0 .0 0 0 %

*Does not include interest.

If, for example, the final underlier level were determined to be 25.000% of the initial underlier level, the cash settlement amount that
we would deliver on your notes at maturity, in addition to accrued and unpaid interest, would be 100.000% of the face amount of
your notes, as shown in the table above. As a result, if you purchased your notes on the original issue date at the face amount
and held them to the stated maturity date, you would receive no return on your investment. Due to the formula used to determine
the cash settlement amount, even if the underlier return is greater than 20.00%, your percentage return based on underlier
performance will always be 20.00% less than the positive underlier return. Thus, for example, if the final underlier level were
determined to be 140.00% of the initial underlier level, the cash settlement amount that we would deliver on your notes at maturity,
in addition to accrued and unpaid interest, would be 120.00% of the face amount of your notes, as shown in the table above. As a
result, if you purchased your notes on the original issue date and held them to the stated maturity date, you would benefit from any
increase in the final underlier level that is greater than 120.00%, but less than or equal to 165.00%, of the initial underlier level,
although your cash settlement amount at maturity in that case will always represent an amount 20.00% less than the percentage
increase in the final underlier level from the initial underlier level. In addition, if the final underlier level were determined to be
greater than 165.00% of the initial underlier level (e.g., 200.000% of the initial underlier level), the cash settlement amount that we
would deliver on your notes at maturity, in addition to accrued and unpaid interest, would be capped at the maximum settlement
amount (expressed as a percentage of the face amount), or 145.000% of 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
underlier level over 165.000% of the initial underlier level.

The following chart also shows a graphical illustration of the hypothetical cash settlement amounts (expressed as a percentage of
the face amount of your notes) that we would pay on your notes on the stated maturity date, if the final underlier level (expressed
as a percentage of the initial underlier level) were any of the hypothetical levels shown on the horizontal axis. The chart shows that
any hypothetical final underlier level (expressed as a percentage of the initial underlier level) of less than 120.000% (the section left
of the 120.000% marker on the horizontal axis) would result in a hypothetical cash settlement amount of 100.000% of the face
amount of your notes. The chart also shows that any hypothetical final underlier level (expressed as a percentage of the initial
underlier level) of greater than or equal to 165.000% (the section right of the 165.000% marker on the horizontal axis) would result
in a capped return on your investment.

PS-6
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The cash settlement amounts shown above are entirely hypothetical; they are based on market prices for the underlier 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 "The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors" below.

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 pricing supplement.

PS-7
Table of Contents

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

PS-8
Table of Contents

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, in the accompanying prospectus supplement dated September 15, 2014
and under "Additional Risk Factors Specific to the Notes" in the accompanying general terms supplement dated September 26,
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 and the accompanying general terms supplement, dated September 26, 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 underlier stocks, i.e., the stocks comprising the underlier 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

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 notes, the quoted price will reflect the
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PS-9
Table of Contents

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 return on the notes will be based on the performance of the underlier, 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 Re c e ive Only t he Fa c e Am ount of Y our N ot e s a t M a t urit y a nd Y ou Will N ot Re c e ive a Ca sh
Se t t le m e nt Am ount t ha t Ex c e e ds t he Fa c e Am ount of Y our N ot e s U nle ss t he U nde rlie r Re t urn I s Gre a t e r
T ha n 2 0 .0 0 %

If the underlier return is equal to or less than 20.00% (the final underlier level is equal to or less than 120.00% of the initial
underlier level), the return on your notes (excluding interest) will be limited to the face amount. The underlier return will have to
exceed 20.00% (the final underlier level will have to be greater than 120.00% of the initial underlier level) in order for you to receive
a cash settlement amount that exceeds the face amount of your notes.

Even if the amount paid on your notes at maturity exceeds the face amount of your notes, the overall return you earn on your
notes may be less than you would have earned by investing in a note with the same stated maturity that bears interest at the
prevailing market rate.

Eve n I f Y ou Re c e ive M ore T ha n t he Fa c e Am ount of Y our N ot e s At M a t urit y, Y our Pe rc e nt a ge Re t urn Ba se d
On U nde rlie r Pe rform a nc e Will Alw a ys Be At Le a st 2 0 .0 0 % Le ss T ha n t he Posit ive U nde rlie r Re t urn

Due to the formula used to determine the cash settlement amount, even if the underlier return is greater than 20.00%, your
percentage return based on underlier performance will always be at least 20.00% less than the positive underlier return and subject
to the maximum settlement amount.

T he Pot e nt ia l for t he V a lue of Y our N ot e s t o I nc re a se Will Be Lim it e d

Your ability to participate in any change in the value of the underlier over the life of your notes will be limited because of the cap
level. The maximum settlement amount will limit the cash settlement amount you may receive for each of your notes at maturity, no
matter how much the level of the underlier may rise beyond the cap level over the life of your notes. Accordingly, the amount
payable for each of your notes may be significantly less than it would have been had you invested directly in the underlier.

Y our N ot e s M a y Be a r I nt e re st a t a Low Ra t e

Your notes may bear interest at a rate below the prevailing market rate for our debt securities that are not linked to an underlier.
Consequently, unless the value of the amount in cash payable on your notes on each interest payment date and on the stated
maturity date sufficiently exceeds the face amount of your notes, 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.

T he Am ount Pa ya ble on Y our N ot e s I s N ot Link e d t o t he Le ve l of t he U nde rlie r a t Any T im e Ot he r t ha n t he
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