Bond Goldman & Sachs 6% ( US38141ET901 ) in USD

Goldman & Sachs

100 % ▼

United States

US38141ET901 ( in USD )

6% per year ( payment 2 times a year)

15/09/2041

Prospectus brochure of the bond Goldman Sachs US38141ET901 en USD 6%, maturity 15/09/2041

1 000 USD

53 966 000 USD

38141ET90

BBB+ ( Lower medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

15/03/2026 ( In 132 days )

Goldman Sachs is a leading global investment banking, securities, and investment management firm that provides a wide range of financial services to corporations, governments, and high-net-worth individuals.

Goldman Sachs issued a USD 53,966,000 bond (CUSIP: 38141ET90, ISIN: US38141ET901) maturing September 15, 2041, with a 6% coupon rate, paying semi-annually, a minimum purchase size of 1000, currently trading at 100% of par, and rated BBB+ by S&P and A2 by Moody's.

http://www.sec.gov/Archives/edgar/data/886982/000110465911052560/...
424B2 1 a11-25538_6424b2.htm PRICING SUPPLEMENT NO. 1054 DATED SEPTEMBER 16, 2011
Table of Contents

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-176914

Pricing Supplement to the Prospectus dated July 6, 2011 and the
Prospectus Supplement dated July 6, 2011 -- No. 1054

$53,966,000

The Goldman Sachs Group, Inc.
6.00% Notes due 2041

Medium-Term Notes, Series D

We wil pay you interest on your notes on a monthly basis at a rate of 6.00% per annum on the 15th of each
month. The first such payment wil be made on October 15, 2011.

If requested, we wil 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. We cal this feature the survivor's option. The survivor's option is
subject to a limit of $250,000 on the permitted principal amount exercisable by the estate of the deceased beneficial
owner in any calendar year and to a limit of two percent of the principal amount of all outstanding notes offered by this
pricing supplement in any calendar year. We may waive those limits in our discretion. Any notes accepted for
repayment through the exercise of the survivor's option wil be repaid on the earlier of the June 15th or
December 15th interest payment date that occurs 60 or more calendar days after the date of acceptance.

A valid redemption request requires the representative of the deceased beneficial owner to provide the
information described on page PS-5 to the Trustee, together with a properly completed redemption request in the form
of Appendix A to this pricing supplement. See "Additional Information About the Notes Survivor's Option to Request
Repayment" on page PS-3 for more information.

Per Note
Total

Initial price to public
100.000%
$ 53,966,000.00

Underwriting discount
4.025%
$
2,172,131.50

Proceeds, before expenses, to The Goldman Sachs Group, Inc.
95.975%
$ 51,793,868.50

The initial price to public set forth above does not include accrued interest, if any. Interest on the notes wil
accrue from September 21, 2011 and must be paid by the purchaser if the notes are delivered after September 21,
2011.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this pricing supplement, the
accompanying prospectus supplement or the accompanying prospectus. Any representation to the contrary is
a criminal offense.

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.

Goldman Sachs may use this pricing supplement, the accompanying prospectus supplement and the
accompanying prospectus in the initial sale of the notes. In addition, Goldman, Sachs & Co. or any other affiliate of
Goldman Sachs may use this pricing supplement, the accompanying prospectus supplement and the accompanying
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 pricing supplement, the accompanying prospectus
supplement and the accompanying prospectus are being used in a market-making transaction.

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Goldman, Sachs & Co.
Incapital LLC

Pricing Supplement dated September 16, 2011.

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SPECIFIC TERMS OF THE NOTES

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 no. 1054 dated September 16, 2011 (pricing supplement) and the accompanying
prospectus dated July 6, 2011 (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 July 6, 2011,
relating to Series D (accompanying prospectus supplement). Terms used but not defined in this pricing supplement
have the meanings given them in the accompanying prospectus or accompanying prospectus supplement, unless the
context requires otherwise.

The notes are part of a separate series of our debt securities under our Medium-Term Notes, Series D program
governed by our Senior Debt Indenture, dated as of July 16, 2008 (2008 Indenture), between us and The Bank of New
York Mel on, as trustee (Trustee). This pricing supplement summarizes specific terms that wil 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 control ing.

Terms of the 6.00% Notes due 2041

Issuer: The Goldman Sachs Group, Inc.

Principal amount: $53,966,000

Specified currency: U.S. dol ars ($)

Type of Notes: Fixed rate notes (notes)

Denominations: $1,000 and integral multiples of $1,000 thereof

Trade date: September 16, 2011

Original issue date: September 21, 2011

Stated maturity date: September 15, 2041

Interest rate: 6.00% per annum

Original issue discount (OID): not applicable

Interest payment dates: the 15th of each month, commencing on October 15, 2011

Regular record dates: 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 date may be adjusted under the applicable business day convention specified
below)

Day count convention: 30/360 (ISDA)

Business day: New York

Business day convention: fol owing unadjusted

Redemption at option of issuer before stated maturity: not applicable

Survivor's option to request repayment: 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, subject to certain limitations, as
described under "Additional Information About the Notes Survivor's Option to Request Repayment"

Listing: None

ERISA: as described under "Employee Retirement Income Security Act" on page 139 of the accompanying prospectus

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CUSIP no.: 38141ET90

Form of notes: Your notes wil 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

Defeasance applies as follows:

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

FDIC: 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.

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ADDITIONAL INFORMATION ABOUT THE NOTES

Book-Entry System

We wil issue the notes as a master global note registered in the name of DTC, or its nominee. The sale of the
notes wil settle in immediately available funds through DTC. You wil 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 Wil Be Terminated". Investors may hold interests in a master global note through organizations that
participate, directly or indirectly, in the DTC system.

Survivor's Option to Request Repayment

Fol owing 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 ful y 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 wil 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 their principal amount
plus any unpaid interest accrued. Accordingly, the authorized representative should contact Incapital LLC to
determine the market price of the notes and should otherwise carefully consider whether to sell the notes to
Incapital LLC or another market participant rather than redeeming the notes at the principal amount plus
accrued interest pursuant to a request for redemption.

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 sel , transfer or otherwise dispose of an interest in a note and the right to receive the proceeds

from the note, as wel as the principal and interest payable to the holder of the note.

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The fol owing wil be deemed the death of a beneficial owner of a note, and the entire principal amount of the note
so held wil 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;

·
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 substantial y 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 wil 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 principal amount

of al outstanding notes offered by this pricing supplement as of the end of the most recent calendar year
(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 wil not permit the exercise of the Survivor's Option except in principal amounts of $1,000 and
integral multiples of $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, wil 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, wil 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

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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 wil 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 wil 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 wil be deemed to be tendered in the fol owing calendar year in the order in which al
such notes were original y tendered.

Notes accepted for repayment through the exercise of the Survivor's Option wil 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
May 1, 2012, 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 December 15, 2012, because the June 15, 2012 interest
payment date would occur less 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 wil 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 fol owing 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) that the death of the beneficial owner has occurred,

(c) of the date of death of the beneficial owner, and

(d) that the representative has authority to act on behalf of the beneficial owner;

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· 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 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 wil 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 wil then need to deliver to the Trustee a request for redemption
substantial y in the form attached as Appendix A to this pricing supplement.

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

Subject to arrangements with the depositary, payment for interests in the notes to be redeemed wil 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 fulfil ed 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 Mel on at 2001 Bryan Street, 9th Floor, Dal as, 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:

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

depositary's governing rules, regulations and procedures, wil be deemed inapplicable;

· all determinations that the participants are required to make as described in this section wil 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

· al 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 mutual y agreed to by the Trustee and us to reflect the fact that the

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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.

United States Federal Income Tax Consequences

Please see the discussion under "United States Taxation" in the accompanying prospectus supplement and the
accompanying prospectus.

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SUPPLEMENTAL PLAN OF DISTRIBUTION

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 several y agreed to purchase the principal amount of notes indicated in the fol owing table.

Principal Amount
Underwriters
of Notes

Goldman, Sachs & Co.
$
26,983,000

Incapital LLC
26,983,000

Total
$
53,966,000

Notes sold by the underwriters to the public wil initial y 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 4.025% of the principal amount of the notes. Any
notes sold by the underwriters to securities dealers may be sold at a discount from the initial price to public of up to
2.150% of the principal amount of the notes. Any such securities dealers may resel any notes purchased from the
underwriters to certain other brokers or dealers at a discount from the initial price to public of up to 0.350% of the
principal amount of the notes. If al 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.

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 wil be provided in a separate confirmation of sale.

Each underwriter has represented and agreed that it wil 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, wil be approximately
$2,703,000.

The provision regarding the market-making activities of Goldman, Sachs & Co. described under "Plan of Distribution
-- Market-Making Resales by Affiliates" on page 137 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 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.

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