Obligation Goldman Sachs 6.5% ( US38147QK968 ) en USD

Goldman Sachs

99 % ⇌

Etas-Unis

US38147QK968 ( en USD )

6.5% par an ( paiement semestriel )

31/10/2029

Prospectus brochure de l'obligation Goldman Sachs US38147QK968 en USD 6.5%, échéance 31/10/2029

1 000 USD

38147QK96

N/A

01/05/2025 ( Dans 67 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 émise par Goldman Sachs ( Etas-Unis ) , en USD, avec le code ISIN US38147QK968, paye un coupon de 6.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/10/2029

424B2 1 a14-21758_6424b2.htm PROSPECTUS SUPPLEMENT NO. 3219 DATED OCTOBER 29, 2014
Table of Contents

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

T he Goldm a n Sa c hs Group, I nc .
$655,000

Callable Monthly Index-Linked Range Accrual Notes due 2029

T he not e s do not pa y a fix e d c oupon a nd m a y pa y no c oupon on a n int e re st pa ym e nt da t e . Subject to our
redemption right described below, interest, if any, on your notes will be paid monthly on the last calendar day of each month,
commencing on the first interest payment date (November 30, 2014) and ending on the stated maturity date (October 31, 2029).
The amount of interest that you will be paid on your notes each month, if not previously redeemed, will be based on the number of
scheduled trading days (reference dates) on which the closing levels of both the Russell 2000® Index and the EURO STOXX
50® Index are greater than or equal to 75.00% of their respective initial index levels. 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 condition is met by the total number of reference dates in that interest period. We will then multiply the
resulting fraction by 6.50%. Your monthly interest payment for each $1,000 face amount of your notes will equal the product of the
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 ion is m e t on e a c h re fe re nc e da t e in a n 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 6 .5 0 % pe r a nnum , a nd if it is 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 % .

We may redeem your notes at 100% of their face amount plus any accrued and unpaid interest on any monthly interest payment
date on or after October 31, 2015.

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 -7 .

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 $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 equals approximately $957.50 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 October 31, 2015.

Origina l issue da t e :
October 31, 2014
Origina l issue pric e :
100.00% of the face amount*
U nde rw rit ing disc ount : 4.30% of the face amount
N e t proc e e ds t o t he
95.70% of the face amount
issue r:

*The original issue price will be 97.00% for certain investors; see "Supplemental Plan of Distribution" on page S-40.

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

Goldm a n, Sa c hs & Co.

Prospectus Supplement No. 3219 dated October 29, 2014.

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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-15. Please note
that in this prospectus supplement, references to "The Goldman Sachs Group, Inc.", "we", "our" and "us" mean only The Goldman
Sachs Group, Inc. and do not include its consolidated subsidiaries. Also, references to the "accompanying prospectus" mean the
accompanying prospectus, dated September 15, 2014, as supplemented by the accompanying prospectus supplement, dated
September 15, 2014, 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 ndic e s: the Russell 2000® Index (Bloomberg symbol, "RTY Index"), as published by the Russell Investment Group ("Russell");
the EURO STOXX 50® Index (Bloomberg symbol, "SX5E Index"), as published by STOXX Limited; see "The Indices" on page S-23

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

Fa c e a m ount : each note will have a face amount equal to $1,000; $655,000 in the aggregate for all the offered notes; the
aggregate face amount of the offered notes may be increased if the issuer, at its sole option, decides to sell an additional amount
of the offered notes on a date subsequent to the date of this prospectus supplement

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

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

Purc ha se a t a m ount ot he r t ha n fa c e a m ount : the amount we will pay you for your notes on the stated maturity date 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
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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 the applicable interest payment date, on the interest payment date that
will fall on October 31, 2015 and on each interest payment date occurring thereafter, subject to ten business days' prior notice

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 the closing level of each index on each reference date during the interest period

S-2
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immediately preceding such interest payment date. The interest rate will be equal to: the product of (i) 6.50% times (ii) the
quotient of (a) the number of reference dates during the applicable interest period when the closing levels of both indices are
greater than or equal to their respective trigger levels divided by (b) the number of reference dates in such interest period

I nit ia l inde x le ve l: 1,146.369 with respect to the Russell 2000® Index and 3,022.42 with respect to the EURO STOXX 50® Index

T rigge r le ve l: 859.77675 with respect to the Russell 2000® Index and 2,266.815 with respect to the EURO STOXX 50® Index

Closing le ve l: with respect to each index, the closing level of such index on any trading day, as further described under
"Specific Terms of Your Notes -- Special Calculation Provisions -- Closing Level" on page S-19

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-19

T ra ding da y: as described on page S-19

Sc he dule d t ra ding da y: as described on page S-19

T ra de da t e : October 29, 2014

Origina l issue da t e (se t t le m e nt da t e ): October 31, 2014

St a t e d m a t urit y da t e : October 31, 2029, 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-16

I nt e re st pe riod: each 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

I nt e re st de t e rm ina t ion da t e s: the day that is the tenth scheduled trading day for both indices prior to each scheduled
interest payment date; for the avoidance of doubt, a day that is a scheduled trading day for only one index will not count as one of
the ten scheduled trading days for both indices

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I nt e re st pa ym e nt da t e s: the last calendar day of each month, beginning on November 30, 2014, up to and including 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 a scheduled trading day for both indices

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

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.

Busine ss da y c onve nt ion: following unadjusted

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

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

CU SI P no.: 38147QK96

I SI N no.: US38147QK968

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-3
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S-4
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H Y POT H ET I CAL EX AM PLES

The following table and examples are provided for purposes of illustration only. They should not be taken as an indication or
prediction of future investment results and are intended merely to illustrate (i) the method we will use to determine the interest rate
on any given interest payment date based on the closing levels of each index on each reference date in the immediately preceding
interest period and (ii) the method we will use to calculate the amount of interest accrued between interest payment dates,
assuming all other variables remain constant.

The examples below are based on a range of index levels that are entirely hypothetical; no one can predict what the index
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level of either index will be on any day throughout the life of your notes and what the interest rate will be on any interest payment
date. The indices have been highly volatile in the past -- meaning that the index levels have changed substantially in relatively
short periods -- and their performance cannot be predicted for any future period.

The information in the following examples reflects the 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, as the case may be, your return will depend upon the market value of your notes at the time of sale, which may be
affected by a number of factors that are not reflected in the table below such as interest rates, the volatility of the indices and our
creditworthiness. In addition, the estimated value of your notes at the time the terms of your notes 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-7 of this prospectus
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

Trigger level
with respect to each index, 75.00% of its initial index level

Interest rate
6.50% per annum

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

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 applicable index sponsor calculates either index

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 indices over the life of your notes, the actual index levels on any reference
date, as well as the interest payable, if any, at each interest payment date, may bear little relation to the hypothetical examples
shown below or to the historical index levels shown elsewhere in this prospectus supplement. For information about the index
levels during recent periods, see "The Indices --Historical Closing Levels of the Indices" on page S-33. Before investing in the
notes, you should consult publicly available information to determine the index levels between the date of this prospectus
supplement and the date of your purchase of the notes.

The following table and examples 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 levels of both indices are greater than or equal to their
respective trigger levels. 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 levels of both indices are
greater than or equal to their respective trigger levels for a given number of reference dates (as specified in the first column).

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

S-5
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Am ount of int e re st t o
Assum e d num be r of
be pa id on t he re la t e d
N * (A)
e ligible t ra ding da ys in
Fra c t ion (A/B) x 6 .5 0 %
int e re st pa ym e nt da t e
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a n int e re st pe riod (B)
(using 3 0 /3 6 0 (I SDA)
c onve nt ion)
0
20
0.00000000
0.00%
5
20
0.01625000
0.14%
10
20
0.03250000
0.27%
15
20
0.04875000
0.41%
20
20
0.06500000
0.54%
* The number of days for which the closing levels of both indices are greater than or equal to their respective trigger levels in a given interest
period is subject to numerous adjustments, as described elsewhere in this prospectus supplement.

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

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

S-6
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ADDI T I ON AL RI SK FACT ORS SPECI FI C T O Y OU R N OT ES

An investment in your notes is subject to the risks described below, as well as the risks and considerations described in the
accompanying prospectus dated September 15, 2014 and in the accompanying prospectus supplement dated September 15,
2014. You should carefully review these risks and considerations as well as the terms of the notes described herein and in the
accompanying prospectus, dated September 15, 2014, as supplemented by the accompanying prospectus supplement, dated
September 15, 2014, of The Goldman Sachs Group, Inc. Your notes are a riskier investment than ordinary debt securities. Also,
your notes are not equivalent to investing directly in the index stocks, i.e., the stocks comprising the indices to which your notes
are linked. You should carefully consider whether the offered notes are suited to your particular circumstances.

T he Est im a t e d V a lue of Y our N ot e s At t he T im e t he T e rm s of Y our N ot e s 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
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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.

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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.

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

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

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

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

On any monthly interest payment date on or after October 31, 2015, we will be permitted to redeem your notes at our option.
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 we may or may not exercise this option for any reason.
Because of this redemption option, the term of your notes could be anywhere between one and fifteen years.

I f t he Closing Le ve l of Eit he r I nde x I s Le ss T ha n I t s Re spe c t ive T rigge r Le ve l 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, in the event the closing level of either index
on any reference date in any applicable interest period is less than its respective trigger level, the interest rate with respect to the
next interest payment date will be reduced. Therefore, if the closing level of either index is less than its respective trigger level 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
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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 will be approximately
53.30% of the face amount of your notes (you should not base any tax characterization of your notes on such present value).

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

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

·
the levels of the indices;

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

·
the dividend rates of the index stocks;

·
economic, financial, legislative, regulatory, political, military and other events that affect

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stock markets generally and the stocks underlying the indices, and which may affect the closing levels of the indices;

·
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 indices based on their historical performance. The actual performance of the
indices 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 indices or to the hypothetical examples shown elsewhere in this prospectus supplement.

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 or the amount we will pay you upon any early
redemption of your notes 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 or date
of early redemption 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 or date of early redemption, 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.

I f t he Le ve l of t he I ndic e s Cha nge , 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

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The price of your notes may move differently than the performance of the indices. Changes in the levels of the indices may not
result in a comparable change in the market value of your notes. Even if the closing level of each index is greater than or equal to
the trigger level 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.

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

Goldman Sachs expects to hedge our obligations under the notes by purchasing futures and/or other instruments linked to the
indices or constituent indices thereof. Goldman Sachs also expects to adjust the hedge by, among other things, purchasing or
selling any of the foregoing, and perhaps other instruments linked to the indices or the stocks underlying the indices, which we refer
to as index stocks, at any time and from time to time, and to unwind the hedge by selling any of the foregoing on or before any
interest determination date for your notes. Alternatively, Goldman Sachs may hedge all or part of our obligations under the notes
with unaffiliated distributors of the notes which we expect will undertake similar market activity. Goldman Sachs may also enter into,
adjust and unwind hedging transactions relating to other index-linked notes whose returns are linked to changes in the level of an
index or the index stocks.

In addition to entering into such transactions itself, or distributors entering into such transactions, Goldman Sachs may structure
such transactions for its clients or counterparties, or otherwise advise or assist clients or counterparties in entering into such
transactions. These activities may be undertaken to achieve a variety of objectives, including: permitting other purchasers of the
notes or other securities to hedge their investment in whole or in part; facilitating transactions for other clients or counterparties that
may have business objectives

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Table of Contents

or investment strategies that are inconsistent with or contrary to those of investors in the notes; hedging the exposure of Goldman
Sachs to the notes including any interest in the notes that it reacquires or retains as part of the offering process, through its
market-making activities or otherwise; enabling Goldman Sachs to comply with its internal risk limits or otherwise manage firmwide,
business unit or product risk; and/or enabling Goldman Sachs to take directional views as to relevant markets on behalf of itself or
its clients or counterparties that are inconsistent with or contrary to the views and objectives of the investors in the notes.

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

Goldm a n Sa c hs' T ra ding a nd I nve st m e nt Ac t ivit ie s for it s Ow n Ac c ount or for it s Clie nt s, Could N e ga t ive ly
I m pa c t I nve st ors in t he N ot e s

Goldman Sachs is a global investment banking, securities and investment management firm that provides a wide range of
financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and high-
net-worth individuals. As such, it acts as an investor, investment banker, research provider, investment manager, investment
advisor, market maker, trader, prime broker and lender. In those and other capacities, Goldman Sachs purchases, sells or holds a
broad array of investments, actively trades securities, derivatives, loans, commodities, currencies, credit default swaps, indices,
baskets and other financial instruments and products for its own account or for the accounts of its customers, and will have other
direct or indirect interests, in the global fixed income, currency, commodity, equity, bank loan and other markets. Any of Goldman
Sachs' financial market activities may, individually or in the aggregate, have an adverse effect on the market for your notes, and
you should expect that the interests of Goldman Sachs or its clients or counterparties will at times be adverse to those of investors
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