Obligation Goldman Sachs 3.898% ( US38147QYX86 ) en USD

Goldman Sachs

99.5 % ⇌

Etas-Unis

US38147QYX86 ( en USD )

3.898% par an ( paiement semestriel )

29/04/2025

Prospectus brochure de l'obligation Goldman Sachs US38147QYX86 en USD 3.898%, échéance 29/04/2025

1 000 USD

920 000 USD

38147QYX8

N/A

29/04/2025 ( Dans 65 jours )

Goldman Sachs est une banque d'investissement multinationale américaine offrant des services financiers tels que la banque d'investissement, la gestion d'actifs, la gestion de patrimoine et la vente et négociation de titres.

L'obligation Goldman Sachs (ISIN : US38147QYX86, CUSIP : 38147QYX8), émise aux États-Unis, d'une valeur nominale totale de 920 000 USD, avec un prix actuel de marché de 99,5% du nominal, offre un taux d'intérêt de 3,898%, payable deux fois par an, et arrive à échéance le 29 avril 2025, avec une taille minimale d'achat de 1000 USD.

424B2 1 a15-8428_11424b2.htm PROSPECTUS SUPPLEMENT NO. 3685 DATED APRIL 24, 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 .
$920,000

Callable Quarterly USD LIBOR and Russell 2000® Index-Linked Floating Range Accrual Notes due 2025

Subject to our redemption right described below, interest, if any, on your notes will be paid quarterly on the 29th day of each
January, April, July and October, commencing on July 29, 2015 and ending on the stated maturity date (April 29, 2025). The
amount of interest that you will be paid, if any, each quarter will be based on the applicable interest factor and the number of days
that are both scheduled trading days and scheduled London business days, each a "reference date", on which both of the following
conditions are met: (i) the closing level of the Russell 2000® Index is greater than or equal to 60.00% of the initial index level of
1,267.535, which is 760.521; and (ii) the level of 3-month USD LIBOR is within the rate trigger range (greater than or equal to
0.00% and less than or equal to 6.00%).

To determine your annualized interest rate with respect to each interest payment date, we will divide the number of reference
dates in the immediately preceding interest period on which the above conditions are met by the total number of reference dates in
that interest period. We will then multiply the resulting fraction by the applicable interest factor, which will be the applicable
reference rate plus the spread of 1.97%, subject to a floor of 0.00%. The reference rate used to calculate the interest factor for
each interest payment date will equal the 3-month USD LIBOR on the applicable LIBOR determination date (or, in the case of the
first interest payment date, the 3-month USD LIBOR on April 27, 2015). Your quarterly interest payment for each $1,000 face
amount of your notes will equal the product of the applicable annualized interest rate times $1,000 times an accrued interest factor
determined in accordance with the 30/360 (ISDA) day count convention. U nle ss t he a bove c ondit ions a re m e t on e a c h
re fe re nc e da t e in a qua rt e rly int e re st pe riod, t he int e re st ra t e w it h re spe c t t o t he ne x t int e re st pa ym e nt
da t e w ill be le ss t ha n t he re fe re nc e ra t e plus t he spre a d of 1 .9 7 % , subje c t t o a floor of 0 .0 0 % , for suc h
int e re st pa ym e nt da t e , a nd if t he y a re ne ve r m e t , t he int e re st ra t e w it h re spe c t t o suc h int e re st pa ym e nt
da t e w ill be 0 .0 0 %.

We may redeem your notes at 100% of their face amount plus any accrued and unpaid interest on any quarterly interest
payment date on or after April 29, 2016.

If we do not redeem your notes, on the stated maturity date, we will pay you an amount in cash equal to the face amount of
your notes plus accrued and unpaid interest, if any.

Y our inve st m e nt in t he not e s involve s c e rt a in risk s, inc luding, a m ong ot he r t hings, our c re dit risk . Se e
pa ge S -8 .

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

The estimated value of your notes at the time the terms of your notes were set on the trade date (as determined by
reference to pricing models used by Goldman, Sachs & Co. (GS&Co.) and taking into account our credit spreads) was
equal to approximately $925 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 equals approximately $963.50 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 April 29, 2016.

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

U nde rw rit ing
3.60% of the face amount
N e t proc e e ds t o t he
96.40% 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 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 .

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Goldm a n, Sa c hs & Co.
Prospectus Supplement No. 3685 dated April 24, 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.

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-
16. 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

I ssue r: The Goldman Sachs Group, Inc.

I nde x : the Russell 2000® Index (Bloomberg symbol, "RTY Index"), as published by the Russell Investment Group ("Russell"); see
"The Index" on page S-25

Re fe re nc e ra t e : for any LIBOR determination date or for any reference date that is a London business day, the 3-month
London Interbank Offered Rate (LIBOR) for deposits in U.S. dollars ("3-month USD LIBOR") as it appears on Reuters screen
LIBOR01 page (or any successor or replacement service or page thereof) at 11:00 a.m., London time on such day, subject to
adjustment as described on page S-17

Fa c e a m ount : each note will have a face amount equal to $1,000; $920,000 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
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of the offered notes on a date subsequent to the date of this prospectus supplement

Princ ipa l a m ount : if your notes are not called, on the stated maturity date we will pay you an amount in cash equal to the
outstanding face amount of your notes

T ra de da t e : April 24, 2015

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

St a t e d m a t urit y da t e : April 29, 2025, subject to our early redemption right and to adjustment as described under "Specific
Terms of Your Notes -- Payment of Principal on Stated Maturity Date -- Stated Maturity Date" on page S-17

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

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 at the stated maturity date for your notes or
upon any early redemption of 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 or date of early redemption, 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-9 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: We intend to treat your notes as variable rate
debt instruments for U.S. federal income tax purposes. Under this characterization, it is the opinion of Sidley Austin LLP that you
should include the interest payments on the notes in ordinary income at the time you receive or accrue such payments, depending
on your regular method of accounting for tax purposes. In addition, any gain or loss you recognize upon the sale, exchange,
redemption or maturity of your notes should be capital gain or loss except to the extent of any amount attributable to any accrued
but unpaid interest payments on your notes. Please see "Supplemental Discussion of Federal Income Tax Consequences" below
for a more detailed discussion.

Ea rly re de m pt ion right : we have the right to redeem your notes, in whole but not in part, at a price equal to 100% of the face
amount plus accrued and unpaid interest to but excluding such redemption date, on the interest payment date that will fall on
April 29, 2016 and on each interest payment date occurring thereafter, subject to ten business days' prior notice

S-2
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I nt e re st ra t e : the interest rate with respect to any interest payment date will be determined on the immediately preceding
interest determination date, based on (a) the closing level of the index and the level of the reference rate on each reference date
during the interest period immediately preceding such interest payment date and (b) the applicable interest factor, which is
dependent on the level of the reference rate on the applicable LIBOR determination date. The interest rate will be equal to the
product of (1) the applicable interest factor times (2) the quotient of (i) the number of reference dates during the applicable interest
period when the closing level of the index was greater than or equal to the index trigger level and the level of the reference rate
was within the rate trigger range divided by (ii) the number of reference dates in such interest period.

I nt e re st fa c t or: with respect to any interest payment date, the reference rate determined on the applicable LIBOR determination
date plus the spread, subject to a floor of 0.00%, except that for the first interest payment date, the reference rate shall be the 3-
month USD LIBOR as it appears on the Reuters screen LIBOR01 page (or any successor or replacement service or page thereof)
at 11:00 a.m., London time on April 27, 2015, in each case, subject to adjustment as described on page S-17

LI BOR de t e rm ina t ion da t e s: for each interest payment date (other than for the first interest payment date as described
above), the second London business day preceding the immediately preceding quarterly interest payment date. For example, the
LIBOR determination date applicable to the 2nd quarterly interest payment date shall be the second London business day
immediately preceding the 1st quarterly interest payment date.

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Spre a d: 1.97%

I nit ia l inde x le ve l: 1,267.535

I nde x t rigge r le ve l: 760.521, which is 60.00% of the initial index level

Ra t e t rigge r ra nge : greater than or equal to 0.00% and less than or equal to 6.00%

Closing le ve l of t he inde x : the closing level of the index on any reference date, as further described under "Specific Terms of
Your Notes -- Special Calculation Provisions -- Closing Level" on page S-21

I nt e re st pa ym e nt da t e s: the 29th day of each January, April, July and October, beginning on July 29, 2015 and ending on
the stated maturity date, subject to adjustments as described elsewhere in the prospectus supplement

Re fe re nc e da t e : for each interest period, each day that is both a scheduled trading day and a scheduled London business day

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

Busine ss da y c onve nt ion: following unadjusted

Ac c rue d int e re st fa c t or: calculated in accordance with the day count convention with respect to each period from and
including each interest payment date (or the original issue date, in the case of the first interest payment date) to but excluding the
next succeeding interest payment date

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

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-21

London busine ss da y: as described on page S-21

Sc he dule d London busine ss da y: as described on page S-21

T ra ding da y: as described on page S-21

Sc he dule d t ra ding da y: as described on page S-21

I nt e re st de t e rm ina t ion da t e s: the tenth scheduled trading day prior to each interest payment date

I nt e re st pe riod: the period from and including each interest determination date (or the original issue date, in the case of the
initial interest period) to but excluding the next succeeding interest determination date

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

CU SI P no.: 38147QYX8

S-3
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I SI N no.: US38147QYX86

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
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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 method we will use to determine the interest rate
on any given interest payment date (which will be based on (a) the level of the reference rate on the applicable LIBOR
determination date and (b) the closing level of the index and the level of the reference rate on the reference dates in the
immediately preceding interest period) and (ii) the method we will use to calculate the amount of interest accrued between interest
payment dates.

The examples below are based on a range of levels of the index and reference rate that are entirely hypothetical; no one can
predict what the levels of the index or reference rate will be on any day throughout the life of your notes, and no one can predict
whether interest will accrue on your notes. The index and reference rate have been highly volatile in the past -- meaning that the
levels of the index and the reference rate 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 method we will use to calculate the interest rate applicable to any
interest payment date and 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 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 tables below such as interest rates, the volatility of the index and the reference rate and our
creditworthiness. In addition, the estimated value of your notes at the time the terms of your notes were set on the trade date (as
determined by reference to pricing models used by Goldman, Sachs & Co.) was 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 Were Set On the Trade Date (as Determined By Reference to Pricing
Models Used By Goldman, Sachs & Co.) Was Less Than the Original Issue Price Of Your Notes" on page S-8 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

Index trigger level
60.00% of the initial index level

Rate trigger range
greater than or equal to 0.00% and less than or equal to 6.00%

Spread
1.97%

The day count convention calculation results in an accrued interest factor of 0.25

The notes are not called

Neither a market disruption event nor a non-trading day occurs on any reference date

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

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

Moreover, we have not yet set the initial index level that will serve as the baseline for determining the interest payable at
each interest payment date, if any, subject to our early redemption right. We will not do so until the trade date. As a result, the
actual initial index level may differ substantially from the current level of the index prior to the trade date. It may also differ
substantially from the level of the index at the time you purchase your notes.

For these reasons, the actual levels of the index and the reference rate on any reference date in any interest period, the
actual level of the reference rate on any LIBOR determination date, as well as the interest payable at each interest payment date, if
any, may bear little relation to the hypothetical examples shown below or to the historical levels of the index and reference rate
shown elsewhere in this prospectus supplement. For information about the levels of the index and the reference rate during recent
periods, see "The Index -- Historical Closing Levels of the Index" on page S-30 and "Historical 3-Month USD LIBOR" on page S-
33, respectively. Before investing in the notes, you should consult publicly available information to determine the index levels and
reference rates between the date of this prospectus supplement and the date of your purchase of the notes.

The examples below illustrate the method we will use to determine the interest factor on any LIBOR determination date and
the method used to calculate the interest rate with respect to an interest payment date based on such interest
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S-5
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factor, subject to the key terms and assumptions above. The interest factor with respect to any interest payment date will equal the
reference rate determined on the LIBOR determination date immediately preceding the prior quarterly interest payment date (or on
the original issue date in the case of the first interest payment date) plus the spread, subject to a floor of 0.00%. These examples
are based on a range of reference rates that are entirely hypothetical.

The following tables illustrate the method we will use to calculate the interest rate with respect to an interest payment date,
subject to the key terms and assumptions above. The numbers in the first column represent the number of reference dates ("N")
during any given interest period for which the closing level of the index is greater than or equal to the index trigger level and the
level of the reference rate is within the rate trigger range. The levels in the fourth column represent the hypothetical interest
amount, as a percentage of the face amount of each note, that would be payable with respect to a given interest period in which
the closing level of the index is greater than or equal to the index trigger level and the level of the reference rate is within the rate
trigger range for a given number of reference dates (as specified in the first column assuming the hypothetical interest factor in
such example).

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

Ex a m ple 1 : Based on a hypothetical level of the reference rate of 0.27% on the relevant LIBOR determination date, the
hypothetical interest factor for the relevant interest payment date equals:

0.27% + 1.97% = 2.24%

Based on a hypothetical interest factor of 2.24%, the hypothetical interest rate with respect to the relevant interest payment
date and the hypothetical interest amount, as a percentage of the face amount of each note, that would be payable with respect to
the relevant interest period in which the closing level of the index is greater than or equal to the index trigger level and the
reference rate is within the rate trigger range for the indicated number of reference dates are set forth below:

Am ount of int e re st t o
Assum e d num be r of
be pa id on t he
Fra c t ion (A/B) ×
e ligible t ra ding da ys
re la t e d int e re st
N * (A)
H ypot he t ic a l I nt e re st
in a n int e re st pe riod
pa ym e nt da t e (using
Fa c t or of 2 .2 4 %
(B)
3 0 /3 6 0 (I SDA)
c onve nt ion)
0
60
0.00000000
0.00%
15
60
0.00560000
0.14%
30
60
0.01120000
0.28%
45
60
0.01680000
0.42%
60
60
0.02240000
0.56%
*The number of days for which the closing level of the index is greater than or equal to the index trigger level and the level of the
reference rate is within rate trigger range in a given interest period is subject to numerous adjustments, as described elsewhere in
this prospectus supplement.

Ex a m ple 2 : Based on a hypothetical level of the reference rate of 0.00% on the relevant LIBOR determination date, the
hypothetical interest factor for the relevant interest payment date equals:

0.00% + 1.97% = 1.97%

Based on a hypothetical interest factor of 1.97%, the hypothetical interest rate with respect to the relevant interest payment
date and the hypothetical interest amount, as a percentage of the face amount of each note, that would be payable with respect to
the relevant interest period in which the closing level of the index is greater than or equal to the index trigger level and the
reference rate is within the rate trigger range for the indicated number of reference dates are set forth below:

Am ount of int e re st t o
Assum e d num be r of
be pa id on t he
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Fra c t ion (A/B) ×
e ligible t ra ding da ys
re la t e d int e re st
N * (A)
H ypot he t ic a l I nt e re st
in a n int e re st pe riod
pa ym e nt da t e (using
Fa c t or of 1 .9 7 %
(B)
3 0 /3 6 0 (I SDA)
c onve nt ion)
0
60
0.00000000
0.00%
15
60
0.00492500
0.12%

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30
60
0.00985000
0.25%
45
60
0.01477500
0.37%
60
60
0.01970000
0.49%
*The number of days for which the closing level of the index is greater than or equal to the index trigger level and the level of the
reference rate is within rate trigger range in a given interest period is subject to numerous adjustments, as described elsewhere in
this prospectus supplement.

Ex a m ple 3 : Based on a hypothetical level of the reference rate of -2.00% on the relevant interest factor determination date,
the hypothetical interest factor for the relevant interest payment date equals:

-2.00% + 1.97% = -0.03%

Given that -2.00% plus the spread of 1.97% equals -0.03%, which is less than 0.00%, the hypothetical interest factor for the
relevant interest payment date shall be 0.00%. The notes will not pay any interest on the relevant interest payment date regardless
of the number of reference dates on which the closing level of the index is greater than or equal to the index trigger level and the
reference rate is within the rate trigger range.

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 level of the index or the level of the reference rate on any day or the market
value of your notes, nor can we predict the relationship among the closing level of the index, the level of the reference rate and
the market value of your notes at any time prior to the stated maturity date. The actual interest payment that a holder of the
notes will receive on each interest payment date and the rate of return on the offered notes will depend on the actual level of
the reference rate on each LIBOR determination date and on the closing level of the index and the level of the reference rate
on each reference date as determined by the calculation agent. Moreover, the assumptions on which the hypothetical
examples are based may turn out to be inaccurate. Consequently, the interest amount to be paid in respect of your notes, if
any, on each interest payment date may be very different from the information reflected in the 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
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index 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 We re Se t On t he T ra de Da t e (a s
De t e rm ine d By Re fe re nc e t o Pric ing M ode ls U se d By Goldm a n, Sa c hs & Co.) Wa s Le ss T ha n t he Origina l
I ssue Pric e Of Y our N ot e s

The original issue price for your notes exceeds the estimated value of your notes as of the time the terms of your notes
were set on the trade date, as determined by reference to Goldman, Sachs & Co.'s pricing models and taking into account our
credit spreads. Such estimated value on the trade date is set forth on the cover of this prospectus supplement; after the trade date,
the estimated value as determined by reference to these models will be affected by changes in market conditions, our
creditworthiness and other relevant factors. The price at which Goldman, Sachs & Co. would initially buy or sell your notes (if
Goldman, Sachs & Co. makes a market, which it is not obligated to do), and the value that Goldman, Sachs & 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 Goldman, Sachs & Co. and the distribution participants, the amount of the excess will decline on a straight
line basis over the period from the date hereof through the applicable date set forth on the cover. Thereafter, if Goldman, Sachs &
Co. buys or sells your notes it will do so at prices that reflect the estimated value determined by reference to such pricing models
at that time. The price at which Goldman, Sachs & Co. will buy or sell your notes at any time also will reflect its then current bid
and ask spread for similar sized trades of structured notes.

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

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

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

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

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

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

We Are Able t o Re de e m Y our N ot e s a t Our Opt ion

We have the right to redeem your notes, in whole but not in part, at 100% of their outstanding face amount plus any
accrued and unpaid interest up to but excluding the redemption date, on the interest payment date falling on April 29, 2016 and on
each interest payment date occurring thereafter, upon ten business days' prior notice. Even if we do not exercise our option to
redeem your notes, our ability to do so may adversely affect the value of your notes. It is our sole option whether to redeem your
notes prior to maturity, and therefore the term of your notes could be anywhere between one and fifteen years.

I f t he Closing Le ve l of t he I nde x I s Le ss T ha n t he I nde x T rigge r Le ve l or t he Le ve l of t he Re fe re nc e Ra t e I s
N ot Wit hin t he Ra t e T rigge r Ra nge on Any Re fe re nc e Da t e in Any I nt e re st Pe riod, t he I nt e re st Ra t e Wit h
Re spe c t t o t he N e x t I nt e re st Pa ym e nt Da t e Will Be Re duc e d

Because of the formula used to calculate the interest rate applicable to your notes, if, on any reference date in any
applicable interest period, the closing level of the index is less than the index trigger level or the level of the reference rate is not
within the rate trigger range, the interest rate with respect to the next interest payment date will be reduced. Therefore, if either the
closing level of the index is less than the index trigger level or the level of the reference rate is not within the rate trigger range for
an entire interest period, you will receive no interest on the related interest payment date. In such case, even if you receive some
interest payments on some or all of the interest payment dates, 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.

Assuming circumstances where no interest payment is to be made on your notes, the present value of your notes as of the
original issue date will equal the present value of a zero coupon bond with the same maturity and face amount issued by us, in
each case discounted using current interest rates and credit spreads based on the discount method used by Goldman, Sachs &
Co., which may be different from the methods used by others. On the original issue date such present value is approximately
71.20% of the face amount of your notes (you should not base any tax characterization of your notes on such present value).

I f t he Re fe re nc e Ra t e Plus t he Spre a d I s Le ss t ha n or Equa l t o 0 .0 0 % on t he Re le va nt LI BOR De t e rm ina t ion
Da t e for Any I nt e re st Pe riod, N o I nt e re st Will Be Pa id for t ha t I nt e re st Pe riod

Because of the formula used to calculate the interest payment applicable to your notes on any interest payment date, in the
event that on the relevant LIBOR determination date the reference rate plus the spread is less than or equal to 0.00%, no interest
will be paid for the applicable interest period, even if the reference rate on subsequent days is greater than 0.00%. Therefore, if
the reference rate plus the spread does not exceed 0.00% per annum for a prolonged period of time over the life of your notes
including LIBOR determination dates, you will receive no interest during the affected interest periods. In such case, even if you
receive some interest payments on some or all of the interest payment dates, 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.

I f Y ou Purc ha se Y our N ot e s a t a Pre m ium t o Fa c e Am ount , t he Re t urn on Y our I nve st m e nt Will Be Low e r
T ha n t he Re t urn on N ot e s Purc ha se d a t Fa c e Am ount a nd t he I m pa c t of Ce rt a in K e y T e rm s of t he N ot e s Will
be N e ga t ive ly Affe c t e d

The amount you will be paid for your notes on the stated maturity date will not be adjusted based on the issue price you
pay for the notes. If you purchase notes at a price that differs from the face amount of the notes, then the return on your
investment in such notes held to the stated maturity date will differ from, and may be substantially less than, the return on notes
purchased at face amount. If you purchase your notes at a premium to face amount and hold them to the stated maturity date the
return on your investment in the notes will be lower than it would have been had you purchased the notes at face amount or a
discount to face amount.

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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 level of the index;

·
the 3-month USD LIBOR;

·
the volatility -- i.e., the frequency and magnitude of changes -- in the closing level of the index and the level of the

reference rate;

·
the dividend rates of the index stocks;

·
economic, financial, legislative, regulatory, political, military and other events that affect LIBOR, stock markets generally

and the stocks underlying the index, and which may affect the closing level of the index;

·
interest rates and yield rates in the market;

·
the time remaining until your notes mature; and

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

credit ratings or changes in other credit measures.

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

You cannot predict the future performance of the index or the reference rate based on its historical performance. The
actual performance of the index or the reference rate over the life of the offered notes, as well as the interest payable on each
interest payment date, may bear little or no relation to the historical closing levels of the index, the historical reference rates or the
hypothetical examples shown elsewhere in this prospectus supplement.

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

The price of your notes may move differently than the performance of the index or the reference rate. Changes in the level
of the index or the reference rate may not result in a comparable change in the market value of your notes. Even if the closing
level of the index is greater than or equal to the index trigger level and the level of the reference rate is within the rate trigger
range during some portion of the life of the notes, the market value of your notes may not increase in the same manner. We
discuss some of the reasons for this disparity under "-- The Market Value of Your Notes May Be Influenced by Many Unpredictable
Factors" above.

T he I nt e re st Fa c t or for Any I nt e re st Pa ym e nt Da t e Will N ot Be Affe c t e d by t he Le ve l of t he Re fe re nc e Ra t e
on Any Da y Ot he r T ha n t he Applic a ble LI BOR De t e rm ina t ion Da t e

For each interest payment date, the interest factor will equal the reference rate determined on the LIBOR determination
date immediately preceding the prior quarterly interest payment date plus the spread, subject to a floor of 0.00%. Although the
actual level of the reference rate on an interest payment date or at other times may be higher than the reference rate on the
LIBOR determination date, you will not benefit from the level of the reference rate at any time other than on such LIBOR
determination date for purposes of calculating the interest factor.

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

Goldman Sachs expects to hedge our obligations under the notes by purchasing futures and/or other instruments linked to
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