Bond Goldman Sachs 3% ( US38150A2M69 ) in USD

Goldman Sachs

100 % ⇌

United States

US38150A2M69 ( in USD )

3% per year ( payment 2 times a year)

31/03/2025

Prospectus brochure of the bond Goldman Sachs US38150A2M69 en USD 3%, maturity 31/03/2025

1 000 USD

38150A2M6

N/A

01/04/2025 ( In 37 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 US38150A2M69, pays a coupon of 3% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/03/2025

Amendment No. 1 to Pricing Supplement No. 15 dated March 30, 2017
424B2 1 d374487d424b2.htm AMENDMENT NO. 1 TO PRICING SUPPLEMENT NO. 15 DATED MARCH 30,
2017
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-198735

$12,500,000

T he Goldm a n Sa c hs Group, I nc .
Callable Step-Up Fixed Rate Notes due 2025

We will pay you interest semi-annually on your notes at a rate of 3.00% per annum from and including March 31, 2017 to but
excluding March 31, 2021. We will pay you interest semi-annually on your notes at a rate of 3.50% per annum from and including
March 31, 2021 to but excluding March 31, 2023. We will pay you interest semi-annually on your notes at a rate of 4.00% per
annum from and including March 31, 2023 to but excluding March 31, 2024. We will pay you interest semi-annually on your notes
at a rate of 5.00% per annum from and including March 31, 2024 to but excluding the stated maturity date (March 31, 2025).
Interest will be paid on each March 31 and September 30. The first such payment will be made on September 30, 2017.
I n a ddit ion, w e m a y re de e m t he not e s a t our opt ion, in w hole but not in pa rt , on e a c h M a rc h 3 1 ,
J une 3 0 , Se pt e m be r 3 0 a nd De c e m be r 3 1 on or a ft e r M a rc h 3 1 , 2 0 1 9 , upon five busine ss da ys' prior not ic e ,
a t a re de m pt ion pric e e qua l t o 1 0 0 % of t he out st a nding princ ipa l a m ount plus a c c rue d a nd unpa id int e re st
t o but e x c luding t he re de m pt ion da t e . Alt hough t he int e re st ra t e w ill st e p up during t he life of your not e s,
you m a y not be ne fit from suc h inc re a se in t he int e re st ra t e if your not e s a re re de e m e d prior t o t he st a t e d
m a t urit y da t e .

Per Note

Total
Initial price to public

100.00%

$12,500,000
Underwriting discount
1.70% of the principal amount for the $9,500,000 principal amount
$209,500
of notes traded on March 24, 2017; and

1.60% of the principal amount for the $3,000,000 principal amount

of notes traded on March 30, 2017

Proceeds, before expenses, to The
98.30% of the principal amount for the $9,500,000 principal amount
$12,290,500
Goldman Sachs Group, Inc.
of notes traded on March 24, 2017; and

98.40% of the principal amount for the $3,000,000 principal amount

of notes traded on March 30, 2017

The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will accrue from
March 31, 2017 and must be paid by the purchaser if the notes are delivered after March 31, 2017. 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.
The return (whether positive or negative) on your investment in notes will depend in part on the issue price you pay for such
notes.
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 .

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 the notes after their 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.
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Amendment No. 1 to Pricing Supplement No. 15 dated March 30, 2017

Goldm a n, Sa c hs & Co.

Amendment No. 1 dated March 30, 2017 to Pricing Supplement No. 15 dated March 24, 2017.
Table of Contents
About Y our Prospe c t us
The notes are part of the Medium-Term Notes, Series N 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:

· Prospectus supplement dated January 19, 2017

· Prospectus dated January 6, 2017
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
SPECI FI C T ERM S OF T H E N OT ES

Please note that in this section entitled "Specific Terms of the Notes", references to "The Goldman Sachs Group,
Inc.", "we", "our" and "us" mean only The Goldman Sachs Group, Inc. and do not include any of its subsidiaries or
affiliates. Also, in this section, references to "holders" mean The Depository Trust Company (DTC) or its nominee
and not indirect owners who own beneficial interests in notes through participants in DTC. Please review the special
considerations that apply to indirect owners in the accompanying prospectus, under "Legal Ownership and
Book-Entry Issuance".
This amendment no. 1 dated March 30, 2017 to pricing supplement no. 15 dated March 24, 2017 (pricing supplement) and
the accompanying prospectus dated January 6, 2017 (accompanying prospectus), relating to the notes, should be read together.
Because the notes are part of a series of our debt securities called Medium-Term Notes, Series N, this pricing supplement and the
accompanying prospectus should also be read with the accompanying prospectus supplement, dated January 19, 2017
(accompanying prospectus supplement). Terms used but not defined in this pricing supplement have the meanings given them in
the accompanying prospectus or accompanying prospectus supplement, unless the context requires otherwise.
The notes are part of a separate series of our debt securities under our Medium-Term Notes, Series N program governed by
our Senior Debt Indenture, dated as of July 16, 2008, as amended, between us and The Bank of New York Mellon, as trustee. This
pricing supplement summarizes specific terms that will apply to your notes. The terms of the notes described here supplement
those described in the accompanying prospectus supplement and accompanying prospectus and, if the terms described here are
inconsistent with those described there, the terms described here are controlling.
T e rm s of t he Ca lla ble St e p-U p Fix e d Ra t e N ot e s due 2 0 2 5
I ssue r: The Goldman Sachs Group, Inc.
gain or loss equal to the difference, if any, between (i) the
Princ ipa l a m ount : $12,500,000
amount realized on the disposition (other than amounts
attributable to accrued but unpaid interest, which would be
Spe c ifie d c urre nc y: U.S. dollars ($)
treated as such) and (ii) the U.S. holder's adjusted tax basis in
T ype of N ot e s: Fixed rate notes (notes)
the note.
De nom ina t ions: $1,000 and integral multiples of $1,000 in
I nt e re st pa ym e nt da t e s: March 31 and September 30 of
excess thereof
each year, commencing on September 30, 2017 and ending
on the stated maturity date
T ra de da t e : March 24, 2017 with respect to $9,500,000
principal amount of notes and March 30, 2017 with respect to
Re gula r re c ord da t e s: for interest due on an interest
$3,000,000 principal amount of notes; the notes that traded on
payment date, the day immediately prior to the day on which
March 30, 2017 have the same CUSIP and ISIN numbers as
payment is to be made (as such payment day may be adjusted
the notes that traded on March 24, 2017
under the applicable business day convention specified below)
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Amendment No. 1 to Pricing Supplement No. 15 dated March 30, 2017
Origina l issue da t e : March 31, 2017
Da y c ount c onve nt ion: 30/360
St a t e d m a t urit y da t e : March 31, 2025
Busine ss da y: New York
I nt e re st ra t e : 3.00% per annum from and including
Busine ss da y c onve nt ion: following unadjusted
March 31, 2017 to but excluding March 31, 2021; 3.50% per
Re de m pt ion a t opt ion of issue r be fore st a t e d
annum from and including March 31, 2021 to but excluding
m a t urit y: We may redeem the notes at our option, in whole
March 31, 2023; 4.00% per annum from and including
but not in part, on each March 31, June 30, September 30
March 31, 2023 to but excluding March 31, 2024; 5.00% per
and December 31 on or after March 31, 2019, upon five
annum from and including March 31, 2024 to but excluding
business days' prior notice, at a redemption price equal to
March 31, 2025
100% of the outstanding principal amount plus accrued and
Supple m e nt a l disc ussion of U .S. fe de ra l inc om e t a x
unpaid interest to but excluding the redemption date
c onse que nc e s: Subject to the discussion set forth in the
Lim it e d e ve nt s of de fa ult : The only events of default for
section referenced below regarding short-term debt securities,
the notes are (i) interest or principal payment defaults that
it is the opinion of Sidley Austin LLP that interest on a note will
continue for 30 days and (ii) certain insolvency events. No
be taxable to a U.S. holder as ordinary interest income at the
other breach or default under our senior debt indenture or the
time it accrues or is received in accordance with the U.S.
notes will result in an event of default for the notes or permit
holder's normal method of accounting for tax purposes
the trustee or holders to accelerate the maturity of any debt
(regardless of whether we call the notes). Upon the disposition
securities that is, they will not be entitled to declare the
of a note by sale, exchange, redemption or retirement (i.e., if
principal amount of any notes to be immediately due and
we exercise our right to call the notes or otherwise) or other
payable. See "Risks Relating to Regulatory Resolution
disposition, a U.S. holder will generally recognize capital
Strategies and Long-Term Debt Requirements" and
"Description of Debt Securities We May Offer -- Default,

PS-2
Table of Contents
Remedies and Waiver of Default -- Securities Issued on or
FDI C: The notes are not bank deposits and are not insured by
After January 1, 2017 under the 2008 Indenture" in the
the Federal Deposit Insurance Corporation or any other
accompanying prospectus for further details.
governmental agency, nor are they obligations of, or
List ing: None
guaranteed by, a bank
ERI SA: as described under "Employee Retirement Income
Ca lc ula t ion Age nt : Goldman, Sachs & Co.
Security Act" on page 125 of the accompanying prospectus
Fore ign Ac c ount T a x Com plia nc e Ac t (FAT CA)
CU SI P no.: 38150A2M6
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
I SI N no.: US38150A2M69
Brok e r T hrough Whic h Y ou H old t he N ot e s t o
Form of not e s: Your notes will be issued in book-entry form
Provide I nform a t ion t o T a x Aut horit ie s:
and represented by a master global note. You should read the
Please see the discussion under "United States Taxation
section "Legal Ownership and Book- Entry Issuance" in the
accompanying prospectus for more information about notes
-- Taxation of Debt Securities -- Foreign Account Tax
issued in book-entry form
Compliance Act (FATCA) Withholding" in the accompanying
prospectus for a description of the applicability of FATCA to
De fe a sa nc e a pplie s a s follow s:
payments made on your notes.

·
full defeasance -- i.e., our right to be relieved of all our

obligations on the note by placing funds in trust for the
holder: yes

·
covenant defeasance -- i.e., our right to be relieved of

specified provisions of the note by placing funds in trust
for the holder: yes

PS-3
Table of Contents
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Amendment No. 1 to Pricing Supplement No. 15 dated March 30, 2017
ADDI T I ON AL I N FORM AT I ON ABOU T T H E N OT ES
Book-Entry System
We will issue the notes as a master global note registered in the name of DTC, or its nominee. The sale of the notes will
settle in immediately available funds through DTC. You will not be permitted to withdraw the notes from DTC except in the limited
situations described in the accompanying prospectus under "Legal Ownership and Book-Entry Issuance -- What Is a Global
Security? -- Holder's Option to Obtain a Non-Global Security; Special Situations When a Global Security Will Be Terminated".
Investors may hold interests in a master global note through organizations that participate, directly or indirectly, in the DTC system.
In addition to this pricing supplement, the following provisions are hereby incorporated into the global master note: the
description of the 30/360 day count convention appearing under "Description of Debt Securities We May Offer Calculations of
Interest on Debt Securities Interest Rates and Interest" in the accompanying prospectus, the description of New York business
day appearing under "Description of Debt Securities We May Offer Calculations of Interest on Debt Securities Business Days"
in the accompanying prospectus, the description of the following unadjusted business day convention appearing under "Description
of Debt Securities We May Offer Calculations of Interest on Debt Securities Business Day Conventions" in the accompanying
prospectus and the section "Description of Debt Securities We May Offer Defeasance and Covenant Defeasance" in the
accompanying prospectus.
When We Can Redeem the Notes
We will be permitted to redeem the notes at our option before their stated maturity, as described below. The notes will not be
entitled to the benefit of any sinking fund that is, we will not deposit money on a regular basis into any separate custodial account
to repay your note. In addition, you will not be entitled to require us to buy your note from you before its stated maturity.
We will have the right to redeem the notes at our option, in whole but not in part, on each March 31, June 30, September 30
and December 31 on or after March 31, 2019, at a redemption price equal to 100% of the outstanding principal amount plus
accrued and unpaid interest to but excluding the redemption date. We will provide not less than five business days' prior notice in
the manner described under "Description of Debt Securities We May Offer -- Notices" in the attached prospectus. If the
redemption notice is given and funds deposited as required, then interest will cease to accrue on and after the redemption date on
the notes. If any redemption date is not a business day, we will pay the redemption price on the next business day without any
interest or other payment due to the delay.
What are the Tax Consequences of the Notes
You should carefully consider, among other things, the matters set forth under "United States Taxation" in the accompanying
prospectus supplement and the accompanying prospectus. The following discussion summarizes certain of the material U.S.
federal income tax consequences of the purchase, beneficial ownership, and disposition of each of the notes. This summary
supplements the section "United States Taxation" in the accompanying prospectus supplement and the accompanying prospectus
and is subject to the limitations and exceptions set forth therein.
As of the original issue date, the notes should not be treated as issued with "original issue discount" ("OID") despite the fact
that the interest rate on the notes is scheduled to step-up over the term of the notes because Treasury regulations generally deem
an issuer to exercise a call option in a manner that minimizes the yield on the debt instrument for purposes of determining whether
a debt instrument is issued with OID. The yield on the notes would be minimized if we call the notes immediately before the
increase in the interest rate on March 31, 2021 and therefore the notes should be treated as maturing on such date for OID
purposes. This assumption is made solely for purposes of determining whether the notes are issued with OID for U.S. federal
income tax purposes, and is not an indication of our intention to call or not to call the notes at any time. If we do not call the notes
prior to the increase in the interest rate then, solely for OID purposes, the notes will be deemed to be reissued at their adjusted
issue price on March 31, 2021. This deemed issuance should not give rise to taxable gain or loss to holders. The same analysis
would apply to the increase in the interest rate on March 31, 2023 and March 31, 2024. If the notes are not called on the interest
payment date occurring on March 31, 2024 then, because the period between the interest payment date on March 31, 2024 and
the stated maturity date of the notes is one year or less, the notes, upon their deemed reissuance on March 31, 2024, could be
treated as short-term debt securities for OID purposes (but not for purposes of determining the holding period of your notes). For a
discussion of the U.S. federal income tax consequences to a U.S. holder of owning short-term debt securities, please review the
section entitled "United States Taxation Taxation of Debt Securities United States Holders Short-Term Debt Securities" in the
accompanying prospectus.
Under this approach, and subject to the discussion above regarding short-term debt securities, interest on a note will be
taxable to a U.S. holder as ordinary interest income at the time it accrues or is received in accordance with the U.S. holder's
normal method of accounting for tax purposes (regardless of whether we call the notes).

PS-4
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Amendment No. 1 to Pricing Supplement No. 15 dated March 30, 2017
Table of Contents
Upon the disposition of a note by sale, exchange, redemption or retirement (i.e., if we exercise our right to call the notes or
otherwise) or other disposition, a U.S. holder will generally recognize capital gain or loss equal to the difference, if any, between
(i) the amount realized on the disposition (other than amounts attributable to accrued but unpaid interest, which would be treated
as such) and (ii) the U.S. holder's adjusted tax basis in the note. A U.S. holder's adjusted tax basis in a note generally will equal
the cost of the note (net of accrued interest) to the U.S. holder. The deductibility of capital losses is subject to significant limitations.
Foreign Account Tax Compliance Act (FATCA) Withholding. Pursuant to Treasury regulations, Foreign Account Tax
Compliance Act (FATCA) withholding (as described in "United States Taxation--Taxation of Debt Securities--Foreign Account Tax
Compliance Act (FATCA) Withholding" in the accompanying prospectus) will generally apply to obligations that are issued on or
after July 1, 2014; therefore, the notes will generally be subject to FATCA withholding. However, according to published guidance,
the withholding tax described above will not apply to payments of gross proceeds from the sale, exchange, redemption or other
disposition of the notes made before January 1, 2019.

PS-5
Table of Contents
SU PPLEM EN T AL PLAN OF DI ST RI BU T I ON
The Goldman Sachs Group, Inc. has agreed to sell to Goldman, Sachs & Co., and Goldman, Sachs & Co. has agreed to
purchase from The Goldman Sachs Group, Inc., the aggregate principal amount of the offered notes specified on the front cover of
this pricing supplement. Goldman, Sachs & Co. proposes initially to offer the notes to the public at the initial price to public set forth
on the cover page of this pricing supplement, and to certain securities dealers at such price less a concession not in excess of (i)
1.30% of the principal amount with respect to the $9,500,000 principal amount of notes traded on March 24, 2017 and (ii) 1.20% of
the principal amount with respect to the $3,000,000 face amount of notes traded on March 30, 2017. If all of the offered notes are
not sold at the initial price to public, the underwriters and/or dealers may change the offering price and the other selling terms.
In the future, Goldman, Sachs & Co. or other affiliates of The Goldman Sachs Group, Inc. may repurchase and resell the
offered notes in market-making transactions, with resales being made at prices related to prevailing market prices at the time of
resale or at negotiated prices. The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses, excluding
underwriting discounts and commissions, will be approximately 15,000. For more information about the plan of distribution and
possible market-making activities, see "Plan of Distribution" in the accompanying prospectus.
We will deliver the notes against payment therefor in New York, New York on March 31, 2017.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a
"Relevant Member State") with effect from and including the date on which the Prospectus Directive is implemented in that
Relevant Member State (the "Relevant Implementation Date") an offer of the offered notes which are the subject of the offering
contemplated by this pricing supplement in relation thereto may not be made to the public in that Relevant Member State except
that, with effect from and including the Relevant Implementation Date, an offer of such offered notes may be made to the public in
that Relevant Member State:
a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
b) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus
Directive), subject to obtaining the prior consent of the relevant dealer or dealers nominated by the Issuer for any such offer;
or
c) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of offered notes shall require us or any dealer to publish a prospectus pursuant to Article 3 of the
Prospectus Directive.
For the purposes of this provision, the expression "an offer of notes to the public" in relation to any notes in any Relevant
Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the
notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that
Member State by any measure implementing the Prospectus Directive in that Member State. The expression "Prospectus Directive"
means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and includes any relevant implementing measure in
each Relevant Member State.
Goldman, Sachs & Co. has represented and agreed that:
(a) in relation to any notes that have a maturity of less than one year (i) it is a person whose ordinary activities involve it in
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Amendment No. 1 to Pricing Supplement No. 15 dated March 30, 2017
acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has
not offered or sold and will not offer or sell any notes other than to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is
reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their
businesses where the issue of the offered notes would otherwise constitute a contravention of Section 19 of the Financial
Services and Markets Act 2000 (the "FSMA") by The Goldman Sachs Group, Inc.;
(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an
invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in
connection with the issue or sale of the offered notes in circumstances in which Section 21(1) of the FSMA does not apply to
The Goldman Sachs Group, Inc.; and
(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to
the notes in, from or otherwise involving the United Kingdom.
No advertisement, invitation or document relating to the notes may be issued or may be in the possession of any person for
the purpose of issue (in each case whether in Hong Kong or elsewhere), if such advertisement, invitation or document is directed
at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the
securities laws of Hong Kong) other than with respect to the offered notes which are or are intended to be disposed of only to
persons outside of Hong Kong or only to "professional investors" as defined in the

PS-6
Table of Contents
Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
The offered notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act
No. 25 of 1948, as amended), or the FIEA. The offered notes may not be offered or sold, directly or indirectly, in Japan or to, or for
the benefit of, any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the
laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan,
except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant
laws, and regulations of Japan.
This pricing supplement, along with the accompanying prospectus supplement and prospectus have not been registered as a
prospectus with the Monetary Authority of Singapore. Accordingly, this pricing supplement, along with the accompanying prospectus
supplement and prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or
purchase, of the offered notes may not be circulated or distributed, nor may the offered notes be offered or sold, or be made the
subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an
institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA")) under
Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA,
or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA
or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case
subject to conditions set forth in the SFA.
Where the offered notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a
corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold
investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the
securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferred except: (1) to an institutional investor
under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises
from an offer in that corporation's securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given
for the transfer, (4) as specified in Section 276(7) of the SFA, or (5) as specified in Regulation 32 of the Securities and Futures
(Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore ("Regulation 32").
Where the offered notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust
(where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an
accredited investor, the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferable for six months
after that trust has acquired the offered notes under Section 275 of the SFA except: (1) to an institutional investor under
Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an
offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent
in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other
assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified
in Section 276(7) of the SFA, or (6) as specified in Regulation 32.
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Amendment No. 1 to Pricing Supplement No. 15 dated March 30, 2017
Conflic t s of I nt e re st
GS&Co. is an affiliate of The Goldman Sachs Group, Inc. and, as such, will have a "conflict of interest" in this offering of notes
within the meaning of Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5121. Consequently, this offering of notes will be
conducted in compliance with the provisions of FINRA Rule 5121. GS&Co. will not be permitted to sell notes in this offering to an
account over which it exercises discretionary authority without the prior specific written approval of the account holder.

PS-7
Table of Contents
V ALI DI T Y OF T H E N OT ES
In the opinion of Sidley Austin LLP, as counsel to The Goldman Sachs Group, Inc., when the notes offered by this pricing
supplement have been executed and issued by The Goldman Sachs Group, Inc. and authenticated by the trustee pursuant to the
indenture, and delivered against payment as contemplated herein, such notes will be valid and binding obligations of The Goldman
Sachs Group, Inc., enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability (including, without
limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the
effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This
opinion is given as of the date hereof and is limited to the laws of the State of New York and the General Corporation Law of the
State of Delaware as in effect on the date hereof. In addition, this opinion is subject to customary assumptions about the trustee's
authorization, execution and delivery of the indenture and the genuineness of signatures and certain factual matters, all as stated in
the letter of such counsel dated January 19, 2017, which has been filed as an exhibit to a Current Report on Form 8-K filed with
the Securities and Exchange Commission on January 19, 2017.

PS-8
Table of Contents

We have not authorized anyone to provide any information or to make any
representations other than those contained or incorporated by reference in this

pricing supplement, the accompanying prospectus supplement or the
accompanying prospectus. We take no responsibility for, and can provide no
assurance as to the reliability of, any other information that others may give you.
This pricing supplement, the accompanying prospectus supplement and the
accompanying prospectus is an offer to sell only the notes offered hereby, but
$12,500,000
only under circumstances and in jurisdictions where it is lawful to do so. The
information contained in this pricing supplement, the accompanying prospectus
supplement and the accompanying prospectus is current only as of the respective

dates of such documents.

T he Goldm a n Sa c hs Group, I nc .
TABLE OF CONTENTS
Pricing Supplement
Callable Step-Up Fixed Rate

Notes due 2025

Pa ge
Specific Terms of the Notes
PS-2

Additional Information About the Notes
PS-4
Supplemental Plan of Distribution
PS-6
Conflicts of Interest
PS-7
Validity of the Notes
PS-8
Prospectus Supplement dated January 19, 2017

Use of Proceeds
S-2

Description of Notes We May Offer
S-3
Considerations Relating to Indexed Notes
S-19
United States Taxation
S-22
Employee Retirement Income Security Act
S-23
Supplemental Plan of Distribution
S-24

Validity of the Notes
S-26

Prospectus dated January 6, 2017

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Amendment No. 1 to Pricing Supplement No. 15 dated March 30, 2017
Available Information

2
Prospectus Summary

4
Risks Relating to Regulatory Resolution Strategies and Long-Term
Debt Requirements

8
Use of Proceeds

12
Description of Debt Securities We May Offer

13
Description of Warrants We May Offer

45
Description of Purchase Contracts We May Offer

62
Description of Units We May Offer

67

Description of Preferred Stock We May Offer

73
Description of Capital Stock of The Goldman Sachs Group, Inc.

81
Legal Ownership and Book-Entry Issuance

86
Considerations Relating to Floating Rate Securities

91
Considerations Relating to Indexed Securities

93
Considerations Relating to Securities Denominated or Payable in or
Linked to a Non-U.S. Dollar Currency

94
United States Taxation

97
Plan of Distribution
121
Conflicts of Interest
124
Goldm a n, Sa c hs & Co.
Employee Retirement Income Security Act
125
Validity of the Securities
126
Experts
126
Review of Unaudited Condensed Consolidated Financial Statements

by Independent Registered Public Accounting Firm
127
Cautionary Statement Pursuant to the Private Securities Litigation
Reform Act of 1995
127

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Document Outline

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