Obligation Goldman & Sachs 3.25% ( US38143C2T71 ) en USD

Goldman & Sachs

100 % ▲

Etas-Unis

US38143C2T71 ( en USD )

3.25% par an ( paiement semestriel )

15/01/2027

Prospectus brochure de l'obligation Goldman Sachs US38143C2T71 en USD 3.25%, échéance 15/01/2027

1 000 USD

432 000 USD

38143C2T7

BBB+ ( Qualité moyenne inférieure )

A2 ( Qualité moyenne supérieure )

15/01/2026 ( Dans 180 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.

Cet instrument obligataire, émis par Goldman Sachs aux États-Unis et identifié par les codes ISIN US38143C2T71 et CUSIP 38143C2T7, offre un taux d'intérêt de 3,25% avec des paiements semi-annuels et arrive à maturité le 15 janvier 2027; l'émission totale représente un montant nominal de 432 000 USD avec une taille minimale d'achat fixée à 1 000 USD, le titre se négociant actuellement à 100% de sa valeur nominale en USD, et bénéficie de notations de crédit BBB+ par Standard & Poor's et A2 par Moody's.

424B2 1 a14-25360_44424b2.htm PRICING SUPPLEMENT NOS. 3399 AND 3400 DATED DECEMBER 29, 2014.
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 .

Fixed Rate Notes
$1,929,000

We will pay you interest on each tranche of notes on a monthly basis on the 15th of each month. The first such payment will be
made on February 15, 2015. The interest rate per annum and stated maturity date are set forth in the table below.

If requested, we will redeem the notes prior to their stated maturity date upon the death of a beneficial owner who has owned the
notes for at least six months. In any calendar year, this "survivor's option" is subject to (1) a limit of $250,000 on the permitted
aggregate principal amount exercisable by the estate of the deceased beneficial owner and (2) a limit of two percent of the
aggregate principal amount of all notes of The Goldman Sachs Group, Inc. outstanding as of the end of the prior calendar year that
(a) contain a survivor's option and (b) were registered under the Securities Act of 1933 (as of December 31, 2013, two percent of
the aggregate principal amount of such notes outstanding was approximately $108,000,000).

A valid redemption request requires the representative of the deceased beneficial owner to provide information to the Trustee,
together with a properly completed redemption request form. See "Additional Information About the Notes Survivor's Option to
Request Repayment" and Appendix A.

I nit ia l Pric e t o Public
U nde rw rit ing Disc ount
Proc e e ds, be fore

e x pe nse s, t o I ssue r

Title of Note:
Per Note
Total
Per Note
Total
Per Note
Total

3.25% Notes due 2027
100.00%
$432,000.00
2.475%
$10,692.00
97.525%
$421,308.00

4.00% Notes due 2043
100.00%
$1,497,000.00
3.875%
$58,008.75
96.125%
$1,438,991.25

The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will accrue from the
Original Issue Date and must be paid by the purchaser if the notes are delivered after the Original Issue Date.

In addition to offers and sales at the initial price to public, the notes may be offered and sold from time to time by the underwriters
in one or more transactions at market prices prevailing at the time of sale, at prices related to market prices or at negotiated prices.

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.

Goldm a n, Sa c hs & Co.
I nc a pit a l LLC

Pricing Supplement Nos. 3399 and 3400 dated December 29, 2014.

Table of Contents

About Y our Prospe c t us

The notes are part of the Medium-Term Notes, Series D program of The Goldman Sachs Group, Inc. This prospectus includes
this pricing supplement and the accompanying documents listed below. This pricing supplement constitutes a supplement to the
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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 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 its consolidated subsidiaries. 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 pricing supplement nos. 3399 and 3400 dated December 29, 2014 (pricing supplement) and the accompanying prospectus
dated September 15, 2014 (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 D, this pricing supplement and the accompanying prospectus
should also be read with the accompanying prospectus supplement dated September 15, 2014 (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.

Each tranche of notes is a separate tranche of our debt securities under our Medium-Term Notes, Series D program governed by
our Senior Debt Indenture, dated as of July 16, 2008 (2008 Indenture), between us and The Bank of New York Mellon, as trustee
(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 Fix e d Ra t e N ot e s

I ssue r: The Goldman Sachs Group, Inc.

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

T ype of N ot e s: Fixed rate notes (notes)

I nt e re st Ra t e : As set forth in the table below

M a t urit y Da t e : As set forth in the table below

T it le of N ot e :
I nt e re st
M a t urit y Da t e
Princ ipa l Am ount
M T N D N um be r
CU SI P

Ra t e

3.25% Notes due 2027
3.25%
January 15, 2027
$432,000.00
3399
38143C2T7

4.00% Notes due 2043
4.00%
January 15, 2043
$1,497,000.00
3400
38143C2U4

De nom ina t ions: $1,000 and integral multiples of $1,000

T ra de da t e : December 29, 2014 in respect of all notes

Origina l issue da t e : January 2, 2015 in respect of all notes

Origina l issue disc ount (OI D): not applicable

I nt e re st pa ym e nt da t e s: the 15th of each month, commencing on February 15, 2015 subject to adjustment under the
applicable business day convention specified below

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

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

Busine ss da y: New York
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Busine ss da y c onve nt ion: following unadjusted

Re de m pt ion a t opt ion of issue r be fore st a t e d m a t urit y: not applicable

Survivor's opt ion t o re que st re pa ym e nt : the notes are subject to repayment prior to the stated maturity upon the death of
a beneficial owner who owned the notes for at least six months, if requested,

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at a price equal to 100% of the principal amount of the note, plus any unpaid interest accrued to (but excluding) the date of
repayment, subject to limitations described under "Additional Information About the Notes -- Survivor's Option to Request
Repayment"

List ing: None

ERI SA: as described under "Employee Retirement Income Security Act" on page 118 of the accompanying prospectus

Form of not e s: Your notes will be issued in book-entry form and represented by a master global note.

You should read the section "Legal Ownership and Book-Entry Issuance" in the accompanying prospectus for more information
about notes issued in book-entry form

De fe a sa nc e a pplie s a s follow s:

·
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

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.

Fore ign Ac c ount T a x Com plia nc e Ac t (FAT CA) Wit hholding: 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 final Treasury
regulations, 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, 2017.

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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 each tranche of 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.

Survivor's Option to Request Repayment

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Following the death of the beneficial owner of a note, so long as that note was owned by that beneficial owner or the estate of that
beneficial owner for at least six months prior to the request, if requested by the authorized representative of the beneficial owner of
that note (subject to the limitations described below), we agree to redeem any notes prior to the stated maturity unless the notes:

· have been previously redeemed or otherwise repaid, or

· have been declared due and payable before their stated maturity by reason of an event of default under the 2008 Indenture, as
more fully described in the accompanying prospectus under "Description of Debt Securities We May Offer -- Default, Remedies
and Waiver of Default".

Upon the valid exercise of the option to request repayment described in the preceding paragraph (Survivor's Option) and the
proper tender of that note for repayment (subject to the limitations described below), we will redeem that note, in whole or in part
(but in amounts of not less than $1,000), at a price equal to 100% of the principal amount of the note plus any unpaid interest
accrued to (but excluding) the date of repayment.

Incapital LLC has advised that it intends to make a market in the notes. Depending on market conditions, including changes in
interest rates, and our creditworthiness, the value of the notes may be greater than the redemption price. Ac c ordingly, t he
a ut horize d re pre se nt a t ive should c ont a c t I nc a pit a l LLC t o de t e rm ine t he m a rk e t pric e of t he not e s a nd
should ot he rw ise c a re fully c onside r w he t he r t o se ll t he not e s t o I nc a pit a l LLC or a not he r m a rk e t pa rt ic ipa nt
ra t he r t ha n re de e m ing t he not e s a t t he re de m pt ion pric e pursua nt t o a re que st for re de m pt ion.

To be valid, the Survivor's Option must be exercised by or on behalf of the person who has:

· authority to act on behalf of the deceased beneficial owner of the note, including, without limitation, the personal representative
or executor of the deceased beneficial owner or the surviving joint owner with the deceased beneficial owner, under the laws of
the applicable jurisdiction, and

· the right to sell, transfer or otherwise dispose of an interest in a note and the right to receive the proceeds from the note, as
well as the principal and interest payable to the holder of the note.

The following will be deemed the death of a beneficial owner of a note, and the entire principal amount of the note so held will be
subject to redemption by us upon request (with the limitations described below):

· death of a person holding a beneficial ownership interest in a note as a joint tenant or tenant by the entirety with another
person, a tenant in common with the deceased holder's spouse or a tenant in common with a person other than such
deceased person's spouse;

PS-4
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·
death of a person who at the time of his or her death was a beneficiary of a revocable or irrevocable trust that holds a

beneficial ownership interest in a note may, in the discretion of the Trustee, be deemed the death of a beneficial owner of that
note, if such beneficial trust interest can be established to the satisfaction of us and the Trustee; and

·
death of a person who, at the time of his or her death, was entitled to substantially all of the beneficial ownership interests in a

note regardless of whether that beneficial owner was the registered holder of that note, if entitlement to those interests can be
established to the satisfaction of us and the Trustee.

In addition, a beneficial ownership interest will be deemed to exist:

·
in typical cases of nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts to Minors Act,

community property or other joint ownership arrangements between a husband and wife; and

·
in custodial and trust arrangements where one person has all of the beneficial ownership interests in the applicable note at the

time of his or her death.

We have the discretionary right to limit the aggregate principal amount of notes as to which exercises of the Survivor's Option shall
be accepted by us from authorized representatives:

·
of all deceased beneficial owners in any calendar year to an amount equal to 2% of the aggregate principal amount of all notes

of The Goldman Sachs Group, Inc. outstanding as of the end of the prior calendar year that (a) contain a survivor's option and
(b) were registered under the Securities Act of 1933 (two percent aggregate limitation); and

·
of any individual deceased beneficial owner of notes to $250,000 in any calendar year ($250,000 limitation).

In addition, we will not permit the exercise of the Survivor's Option except in principal amounts of $1,000 and integral multiples of
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$1,000 in excess thereof.

We may, at our option and pursuant to the exercise of the Survivor's Option, redeem interests of any deceased beneficial owner in
the notes in any calendar year in excess of the $250,000 limitation. Any optional redemption by us of this kind, to the extent it
exceeds the $250,000 limitation for any deceased beneficial owner, will not be included in the computation of the two percent
aggregate limitation for redemption of the notes for that or any other calendar year.

We may also, at our option and pursuant to the exercise of the Survivor's Option, redeem interests of deceased beneficial owners
in the notes in any calendar year in an aggregate principal amount exceeding the two percent aggregate limitation. Any optional
redemption by us of this kind, to the extent it exceeds the two percent aggregate limitation, will not be considered in calculating the
two percent aggregate limitation for any other calendar year.

Furthermore, any optional redemption with respect to a deceased beneficial owner's interest in the notes is inapplicable with
respect to any other deceased beneficial owner's interest in the notes. In other words, we may waive any applicable limitations with
respect to a deceased beneficial owner but not make the same or similar waivers with respect to other deceased beneficial owners.

Each election to exercise the Survivor's Option will be accepted in the order that elections are received by the Trustee, except for
any note the acceptance of which would contravene either the two percent aggregate limitation or the $250,000 limitation. Upon
any determination by us to redeem notes in excess of the $250,000 limitation or the two percent aggregate limitation, notes will be
redeemed in the order of receipt of redemption requests by the Trustee. Each tendered note that is not accepted in any calendar
year due to the application of either the two percent aggregate limitation or the $250,000 limitation will be deemed to be tendered
in the following calendar year in the order in which all such notes were originally tendered.

Notes accepted for repayment through the exercise of the Survivor's Option will be redeemed on the earlier of the June 15th or
December 15th interest payment date that occurs 60 or more calendar days after the date of the acceptance. For example, if the
acceptance date of a note tendered through a valid exercise of the Survivor's Option is December 1, 2015, and interest on that
note is paid monthly on the 15th of every month, we would normally, at our option, repay that note on the interest payment date
occurring on June 15, 2016, because the December 15, 2015 interest payment date would occur less

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than 60 days from the date of acceptance. Any redemption request may be withdrawn by the person(s) presenting the request
upon delivery of a written request for withdrawal given by the participant on behalf of the person(s) to the Trustee not less than 30
days before the redemption date. If a note tendered through a valid exercise of the Survivor's Option is not accepted, the Trustee
will deliver a notice by first-class mail to the participant through whom the note was tendered that states the reason that note has
not been accepted for redemption.

With respect to notes represented by a master global note (such as these notes), DTC or its nominee is the depositary and is
treated as the holder of the notes and the institution that has an account with the depositary of the notes is referred to as the
"participant".

To obtain redemption pursuant to exercise of the Survivor's Option for a note, the deceased beneficial owner's authorized
representative must provide the following items to the participant in DTC through which the beneficial interest in the note is held by
the deceased beneficial owner:

·
a written request for redemption signed by the authorized representative of the deceased beneficial owner with the signature

guaranteed by a member firm of a registered national securities exchange or of the Financial Institution Regulatory
Authority, Inc. (FINRA) or a commercial bank or trust company having an office or correspondent in the United States and a
written instruction to notify the Trustee of the authorized representative's desire to obtain redemption pursuant to exercise of
the Survivor's Option;

·
appropriate evidence satisfactory to us and the Trustee:

(a) that the deceased was the beneficial owner of the note at the time of death and his or her interest in the note was owned
by the deceased beneficial owner or his or her estate for at least six months prior to the request for redemption,
(b) of the price paid by the beneficial owner for the note,
(c) that the death of the beneficial owner has occurred,
(d) of the date of death of the beneficial owner, and
(e) that the representative has authority to act on behalf of the beneficial owner;

·
if applicable, a properly executed assignment or endorsement;

·
tax waivers and any other instruments or documents that we or the Trustee reasonably require in order to establish the validity

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of the beneficial ownership of the note and the claimant's entitlement to payment;

·
any additional information we or the Trustee reasonably require to evidence satisfaction of any conditions to the exercise of the

Survivor's Option or to document beneficial ownership or authority to make the election and to cause the redemption of the
note; and

·
if the interest in the note is held by a nominee of the deceased beneficial owner, a certificate satisfactory to us and the Trustee

from the nominee attesting to the deceased's beneficial ownership of such note.

After the representative provides the information to the participant, the participant will then deliver each of these items to the
Trustee, and to Goldman, Sachs & Co. in its capacity as administrator of the Survivor's Option on our behalf, together with
evidence satisfactory to us and the Trustee from the participant stating that it represents the deceased beneficial owner. The
participant will then need to deliver to the Trustee a request for redemption substantially in the form attached as Appendix A to this
pricing supplement.

All questions regarding the eligibility or validity of any exercise of the Survivor's Option will be determined by us, in our sole
discretion, which determination will be final and binding on all parties.

Subject to arrangements with the depositary, payment for interests in the notes to be redeemed will be made to the depositary in
the aggregate principal amount specified in the redemption requests submitted to the Trustee by the depositary that are to be
fulfilled in connection with the payment upon presentation of the notes to the Trustee for redemption.

Additional redemption request forms for the exercise of the Survivor's Option may be obtained from the Trustee at The Bank of
New York Mellon at 2001 Bryan Street, 9th Floor, Dallas, TX 75201, Attention: Survivor Options Processing, telephone: (800) 254-
2826, fax: (241) 468-6405.

During any time in which the notes are not represented by a master global note and are issued in definitive form:

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·
all references in this section of the pricing supplement to participants and the depositary, including the depositary's governing

rules, regulations and procedures, will be deemed inapplicable;

·
all determinations that the participants are required to make as described in this section will be made by us, including, without

limitation, determining whether the applicable decedent is in fact the beneficial owner of the interest in the notes to be
redeemed or is in fact deceased and whether the representative is duly authorized to request redemption on behalf of the
applicable beneficial owner; and

·
all redemption requests, to be effective, must:

be delivered by the representative to the Trustee, with a copy to us;

if required by the Trustee and us, be in the form of the attached redemption request with appropriate changes mutually

agreed to by the Trustee and us to reflect the fact that the redemption request is being executed by a representative,
including provision for signature guarantees; and

be accompanied by the note that is the subject of the redemption request or, if applicable, a properly executed

assignment or endorsement, in addition to all documents that are otherwise required to accompany a redemption request.
If the record holder of the note is a nominee of the deceased beneficial owner, a certificate or letter from the nominee
attesting to the deceased's ownership of a beneficial interest in the note must also be delivered.

Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your Notes, Including as a Result
of the Failure of the Bank or Broker Through Which You Hold the Notes to Provide Information to Tax Authorities

Please see the discussion under "United States Taxation -- Taxation of Debt Securities -- Foreign Account Tax Compliance Act
(FATCA) Withholding" in the accompanying prospectus for a description of the applicability of FATCA to payments made on your
notes.

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SU PPLEM EN T AL PLAN OF DI ST RI BU T I ON

The Goldman Sachs Group, Inc. and the underwriters for this offering named below have entered into a terms agreement and a
distribution agreement with respect to the notes. Subject to certain conditions, each underwriter named below has severally agreed
to purchase the principal amount of notes indicated in the following table.

T it le of N ot e
Goldm a n, Sa c hs & Co.
I nc a pit a l LLC
T ot a l

3.25% Notes due 2027
$216,000.00
$216,000.00
$432,000.00

4.00% Notes due 2043
$749,000.00
$748,000.00
$1,497,000.00

Notes sold by the underwriters to the public will initially be offered at the initial price to public set forth on the cover of this pricing
supplement. The underwriters intend to purchase the notes from The Goldman Sachs Group, Inc. at a purchase price equal to the
initial price to public less a discount of the percentage of the principal amount of the notes as indicated below. Any notes sold by
the underwriters to securities dealers may be sold at a discount from the initial price to public of up to the percentage of the
principal amount of the notes as indicated below. Any such securities dealers may resell any notes purchased from the
underwriters to certain other brokers or dealers at a discount from the initial price to public of up to the percentage of the principal
amount of the notes as indicated below. If all of the offered notes are not sold at the initial price to public, the underwriters may
change the offering price and the other selling terms.

T it le of N ot e
U nde rw rit ing Disc ount
Se lling Conc e ssion
Re a llow a nc e

3.25% Notes due 2027
2.475%
1.300%
0.200%

4.00% Notes due 2043
3.875%
2.000%
0.350%

We have agreed to sell to the underwriters, and the underwriters have agreed to purchase from us, the aggregate face amount of
notes specified on the front cover of this pricing supplement. 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.

Please note that the information about the initial price to public and net proceeds to The Goldman Sachs Group, Inc. on the front
cover page relates only to the initial sale of the notes. If you have purchased a note in a market-making transaction by Goldman,
Sachs & Co. or any other affiliate of The Goldman Sachs Group, Inc. after the initial sale, information about the price and date of
sale to you will be provided in a separate confirmation of sale.

Each underwriter has represented and agreed that it will not offer or sell the notes in the United States or to United States persons
except if such offers or sales are made by or through FINRA member broker-dealers registered with the U.S. Securities and
Exchange Commission.

The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses, excluding underwriting discounts and
commissions, whether paid to Goldman, Sachs & Co. or any other underwriter, will be approximately $39,000.

The provision regarding the market-making activities of Goldman, Sachs & Co. described under "Plan of Distribution-- Market-
Making Resales by Affiliates" on page 116 of the accompanying prospectus does not apply to the notes. Goldman, Sachs & Co.
does not intend to make a market in these notes. However, in the future, Goldman, Sachs & Co. or other affiliates of The Goldman
Sachs Group, Inc. may decide to repurchase and resell the 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. For more information about the plan of distribution
and possible market-making activities, see "Plan of Distribution" in the accompanying prospectus and "Supplemental Plan of
Distribution" in the accompanying prospectus supplement.

The notes are a new issue of securities with no established trading market. The Goldman Sachs Group, Inc. has been advised by
Incapital LLC that they intend to make a market in the notes. Incapital LLC is

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not obligated to do so and may discontinue market-making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the notes.

The Goldman Sachs Group, Inc. has agreed to indemnify the several underwriters against certain liabilities, including liabilities
under the Securities Act of 1933.

Certain of the underwriters and their affiliates have in the past provided, and may in the future from time to time provide,
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investment banking and general financing and banking services to The Goldman Sachs Group, Inc. and its affiliates, for which they
have in the past received, and may in the future receive, customary fees. The Goldman Sachs Group, Inc. and its affiliates have in
the past provided, and may in the future from time to time provide, similar services to the underwriters and their affiliates on
customary terms and for customary fees. Goldman, Sachs & Co., one of the underwriters, is an affiliate of The Goldman Sachs
Group, Inc. Please see "Plan of Distribution-- Conflicts of Interest" on page 117 of the accompanying prospectus.

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 Federal laws of the United States, 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 September 15, 2014, which has been filed as
Exhibit 5.5 to The Goldman Sachs Group, Inc.'s registration statement on Form S-3 filed with the Securities and Exchange
Commission on September 15, 2014.

PS-9
Table of Contents

APPEN DI X A FORM OF REDEM PT I ON REQU EST

The Bank of New York Mellon,
Attention: Survivor Options Processing,
2001 Bryan Street, 9th Floor,
Dallas, TX 75201
Telephone: (800) 254-2826
Fax: (241) 468-6405

with a copy to:

Goldman, Sachs & Co.,
PIPG Americas,
200 West Street, 4th Floor,
New York, NY 10282-2198
Telephone: (212) 357-4612
Fax: (212) 428-1577

T H E GOLDM AN SACH S GROU P, I N C.

M EDI U M -T ERM N OT ES, SERI ES D

Princ ipa l Am ount t o be Re de e m e d (m ust be a m inim um of $ 1 ,0 0 0 or int e gra l m ult iple s t he re of):

$

T it le :
Cusip:

3.25% Notes due 2027
38143C2T7

4.00% Notes due 2043
38143C2U4

The undersigned (the "Participant") is, or is acting on behalf of, the beneficial owner of a portion of the notes specified above,
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which portion has an outstanding face amount equal to the amount set forth at the top of this redemption request notice under
"Principal Amount to be Redeemed." The undersigned hereby elects to exercise the Survivor's Option as described under
"Additional Information About the Notes Survivor's Option to Request Repayment" in the applicable Pricing Supplement dated
December 29, 2014 (the "Pricing Supplement") to the accompanying prospectus dated September 15, 2014 and the accompanying
prospectus supplement dated September 15, 2014.

The undersigned, , does hereby certify, pursuant to the provisions set forth in the Pricing Supplement and
the Senior Debt Indenture dated as of July 16, 2008, as amended, modified or supplemented from time to time (the "2008
Indenture"), between The Goldman Sachs Group, Inc. (the "Issuer") and The Bank of New York Mellon, as trustee (the "Trustee"),
to The Depository Trust Company (the "Depositary"), to the Issuer and to the Trustee that:

1.
[Name of deceased Beneficial Owner] is deceased.

2.
[Name of deceased Beneficial Owner] had a $ beneficial interest in the above-referenced notes.

3.
The beneficial interest of [Name of deceased Beneficial Owner] in the above-referenced notes to be redeemed were acquired

at the following price: $ per $1,000 principal amount. If such notes to be redeemed were acquired at different prices,
specify such prices and the principal amount(s) of notes to which such prices are applicable.

4.
[Name of Representative] is [Beneficial Owner's personal representative/other person authorized to represent the estate of the

Beneficial Owner/surviving joint tenant/surviving tenant by the entirety/trustee of a trust] of [Name of deceased Beneficial
Owner] and has delivered to the

PS-10
Table of Contents

undersigned a request for redemption in form satisfactory to the undersigned, requesting that $ principal amount of such
notes be redeemed in accordance with the Pricing Supplement and the 2008 Indenture. The documents accompanying such
request, all of which are in proper form, are in all respects satisfactory to the undersigned and [Name of Representative] is
entitled to have the notes to which this redemption request notice relates redeemed.

5.
The Participant holds the beneficial interest in the outstanding face amount of the notes indicated at the top of this redemption

request notice with respect to which this redemption request is being made on behalf of [Name of deceased Beneficial Owner].

6.
The Participant hereby certifies that it will indemnify and hold harmless the Depositary, the Trustee and the Issuer (including

their respective officers, directors, agents, attorneys and employees), against all damages, loss, cost, expense (including
reasonable attorneys' and accountants' fees), obligations, claims or liability incurred by the indemnified party or parties as a
result of or in connection with the redemption of notes to which this redemption request notice relates. The Participant will, at
the request of the Issuer, forward to the Issuer a copy of the documents submitted by [Name of Representative] in support of
the request for redemption.

7.
On the redemption date for the notes to which this redemption request notice relates, the Participant will book a delivery vs.

payment trade at a price equal to the applicable redemption value, facing The Bank of New York Mellon DTC participant code
1541.

8.
The Participant acknowledges and understands that Incapital LLC has advised that it intends to make a market in the notes and

that the value of the notes may be greater than the redemption price for the notes (with respect to any note, 100% of the
principal amount of the note plus any unpaid interest accrued). T he Pa rt ic ipa nt ha s c a re fully c onside re d a nd
c onsult e d w it h [na m e of Re pre se nt a t ive ] a s t o w he t he r a be t t e r pric e m a y be obt a ine d by se lling t he
not e s t o I nc a pit a l LLC or a not he r m a rk e t pa rt ic ipa nt ra t he r t ha n re de e m ing t he not e s a t t he re de m pt ion
pric e .

The undersigned hereby represents that it has been duly authorized by the Representative to act on behalf of the deceased
Beneficial Owner.

Terms used and not defined in this redemption request notice have the meanings given to them in the Pricing Supplement. The
redemption of the notes will be governed by the terms of the notes.

IN WITNESS WHEREOF, the undersigned has executed this redemption request as of , 20 .

[PARTICIPANT NAME]

By:

Name:

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(Title)

(Telephone No.)

(Fax No.)

(DTC participant account number, if any)

PS-11
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
$1,929,000
notes offered hereby, but 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
T he Goldm a n Sa c hs
accompanying prospectus is current only as of the respective dates of
such documents.
Group, I nc .

TABLE OF CONTENTS

Pricing Supplement

Page

Fixed Rate Notes
Specific Terms of the Notes
PS -2

Additional Information About the Notes
PS -4

Supplemental Plan of Distribution
PS -8

Validity of the Notes
PS -9

Appendix A Form of Redemption Request
PS -10

Prospectus Supplement dated September 15, 2014

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 September 15, 2014

Available Information
2

Prospectus Summary
4

Use of Proceeds
8

Description of Debt Securities We May Offer
9

Description of Warrants We May Offer
39

Description of Purchase Contracts We May Offer
56

Description of Units We May Offer
61

Description of Preferred Stock We May Offer
67

Description of Capital Stock of The Goldman Sachs Group, Inc.
75

Goldm a n, Sa c hs & Co.
Legal Ownership and Book-Entry Issuance
80

Considerations Relating to Floating Rate Securities
85

Considerations Relating to Indexed Securities
87

Considerations Relating to Securities Denominated or Payable in or Linked
I nc a pit a l LLC
to a Non-U.S. Dollar Currency
88

United States Taxation
91

Plan of Distribution
114

Conflicts of Interest
117

Employee Retirement Income Security Act
118

Validity of the Securities
119

Experts
119

Review of Unaudited Condensed Consolidated Financial Statements by
Independent Registered Public Accounting Firm
120

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Document Outline

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