Bond Goldman & Sachs 10.25% ( US38147QD526 ) in USD

Goldman & Sachs

100 % ▼

United States

US38147QD526 ( in USD )

10.25% per year ( payment 2 times a year)

29/07/2029

Prospectus brochure of the bond Goldman Sachs US38147QD526 en USD 10.25%, maturity 29/07/2029

1 000 USD

38147QD52

N/A

29/01/2026 ( In 86 days )

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

The Bond issued by Goldman & Sachs ( United States ) , in USD, with the ISIN code US38147QD526, pays a coupon of 10.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 29/07/2029

424B2 1 a14-16359_29424b2.htm PROSPECTUS SUPPLEMENT NO. 3021 DATED JULY 24, 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 7 6 9 1 4

T he Goldm a n Sa c hs Group, I nc .
$6,000,000

Autocallable Monthly EURO STOXX 50® Index-Linked Range Accrual Notes due
2029

Subject to the automatic call feature described below, interest, if any, on your notes will be paid monthly on the 29th day of each
month, commencing on the first interest payment date (August 29, 2014) and ending on the stated maturity date (July 29, 2029).
The amount of interest that you will be paid each month will be based on the number of scheduled trading days, each a "reference
date", on which the closing level of the EURO STOXX 50® Index is greater than or equal to 92.50% of the initial index level of
3,220.07, which is 2,978.56475. 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 10.25%. Your monthly interest
payment for each $1,000 face amount of your notes will equal the product of the applicable annualized interest rate times $1,000
times an accrued interest factor determined in accordance with the 30/360 (ISDA) day count convention. U nle ss t he a bove
c ondit ion is m e t on e a c h re fe re nc e da t e in a m ont hly 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 1 0 .2 5 % 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 .0 0 % .
Your notes will be automatically called on any monthly call observation date (the tenth scheduled trading day prior to each interest
payment date, beginning with the July 29, 2015 interest payment date and ending with the June 29, 2029 interest payment date) if
the closing level of the index on such date is greater than or equal to 115.00% of the initial index level, resulting in a payment on
the corresponding call payment date equal to the face amount of your notes plus any accrued and unpaid interest.
If your notes are not automatically called on a call observation date, the amount that you will be paid on your notes on the stated
maturity date, in addition to any accrued and unpaid interest, is based solely on the performance of the index as measured from
the trade date (July 24, 2014) to and including the determination date (July 16, 2029). If the final index level on the determination
date is greater than or equal to 65.00% of the initial index level, you will receive the face amount of your notes. I f t he fina l
inde x le ve l is le ss t ha n 6 5 .0 0 % of t he init ia l inde x le ve l, t he a m ount you re c e ive w ill de pe nd on t he inde x
re t urn but w ill be le ss t ha n t he fa c e a m ount of your not e s. Y ou w ill not be ne fit from a ny inc re a se in t he
fina l inde x le ve l a bove t he init ia l inde x le ve l, a nd you c ould lose your e nt ire inve st m e nt in t he not e s if t he
fina l inde x le ve l is ze ro .
To determine your payment at maturity, excluding any interest payment, we will calculate the index return, which is the percentage
increase or decrease in the final index level from the initial index level. On the stated maturity date, for each $1,000 face amount of
your notes, you will receive an amount in cash equal to:
·
if the index return is greater than or equal to -35.00% (the final index level is greater than or equal to 65.00% of the initial

index level), $1,000; or
·
if the index return is less than -35.00% (the final index level is less than 65.00% of the initial index level), the sum of

(i) $1,000 plus (ii) the product of (a) the index return times (b) $1,000.
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 -1 1 .
You should read the additional disclosure provided 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 $893 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 $953.50 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 July 29, 2015.
Origina l issue da t e :
July 29, 2014
Origina l issue pric e :
100.00% of the face amount
U nde rw rit ing disc ount :
4.70% of the face amount
N e t proc e e ds t o t he issue r: 95.30% of the face amount
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
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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. 3021 dated July 24, 2014.

Table of Contents

The issue price, underwriting discount and net proceeds listed above relate to the notes we sell initially. We may decide to sell
additional notes after the date of this prospectus supplement, at issue prices and with underwriting discounts and net proceeds that
differ from the amounts set forth above. The return (whether positive or negative) on your investment in notes will depend in part
on the issue price you pay for such notes.

Goldman Sachs may use this prospectus in the initial sale of the notes. In addition, Goldman, Sachs & Co. or any other affiliate of
Goldman Sachs may use this prospectus in a market-making transaction in a note after its initial sale. Unless Goldman Sachs or
its agent informs the purchaser otherwise in the confirmation of sale, this prospectus is being used in a market-making
transaction.

About Y our Prospe c t us

The notes are part of the Medium-Term Notes, Series D program of The Goldman Sachs Group, Inc. The 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 19, 2011
http://www.sec.gov/Archives/edgar/data/886982/000119312511251448/d233005d424b2.htm

· Prospectus dated September 19, 2011
http://www.sec.gov/Archives/edgar/data/886982/000119312511251384/d226127ds3asr.htm

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.

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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-20.
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 19, 2011, as supplemented by the accompanying
prospectus supplement, dated September 19, 2011, in each case relating to the Medium-Term Notes, Series D of The
Goldman Sachs Group, Inc. References to the "indenture" in this prospectus supplement mean the senior debt indenture,
dated July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.

K e y T e rm s

I ssue r: The Goldman Sachs Group, Inc.

I nde x : the EURO STOXX 50® Index (Bloomberg symbol, "SX5E Index"), as published by the STOXX Limited ("STOXX"); see
"The Index" on page S-28

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

Fa c e a m ount : each note will have a face amount of $1,000; $6,000,000 in the aggregate for all the offered notes; the
aggregate face amount of the offered notes may be increased if the issuer, at its sole option, decides to sell an additional amount
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of the offered notes on a date subsequent to the date of this prospectus supplement

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 a call payment date or the
stated maturity date, as the case may be, 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 a call payment date or the stated maturity date, it could affect
your investment in a number of ways. The return on your investment in such notes will be lower (or higher) than it would have
been had you purchased the notes at face amount. See "Additional Risk Factors Specific to Your Notes -- If You Purchase Your
Notes at a Premium to Face Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at Face
Amount and the Impact of Certain Key Terms of the Notes Will Be Negatively Affected" on page S-13 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: you will be obligated pursuant to the terms of the
notes -- in the absence of a change in law, an administrative determination or a judicial ruling to the contrary -- to characterize
each note for all tax purposes as an income-bearing pre-paid derivative contract in respect of the index, as described under
"Supplemental Discussion of Federal Income Tax Consequences" herein. Pursuant to this approach, it is the opinion of Sidley
Austin LLP that it is likely that any interest payment will be taxed as ordinary income in accordance with your regular method of
accounting for U.S. federal income tax purposes. If you are a United States alien holder of the notes, we intend to withhold on
interest payments made to you at a 30% rate or at a lower rate specified by an applicable income tax treaty. In addition, upon the
sale, exchange, redemption or maturity of your notes, it would be reasonable for you to recognize capital gain or loss equal to the
difference, if any, between the amount of cash you receive at such time (excluding amounts attributable to any interest payment)
and your tax basis in your notes.

Ca sh se t t le m e nt a m ount (on a ny c a ll pa ym e nt da t e ): if your notes are automatically called on a call observation date
because the closing level of the index on such day is greater than or equal to the call level, for each $1,000 face amount of your
notes, on the related call payment date, we will pay you an amount in cash equal to the sum of (i) $1,000 plus (ii) any accrued and
unpaid interest.

Ca sh se t t le m e nt a m ount (on t he st a t e d m a t urit y da t e ): if your notes are not automatically called, for each $1,000 face
amount of your notes, in addition to any accrued

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and unpaid interest, we will pay you on the stated maturity date an amount in cash equal to:

·
if the final index level is greater than or equal to 65.00% of the initial index level, $1,000; or

·
if the final index level is less than 65.00% of the initial index level, the sum of (1) $1,000 plus (2) the product of (i) $1,000

times (ii) the index return

Aut om a t ic c a ll fe a t ure : if, as measured on any call observation date, the closing level of the index on such day is greater
than or equal to the call level, your notes will be automatically called; if your notes are automatically called on any call observation
date, on the corresponding call payment date, in addition to any accrued and unpaid interest, you will receive an amount in cash
equal to $1,000 for each $1,000 face amount of your notes

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 the index on each reference date during the interest period immediately
preceding such interest payment date. The interest rate will be equal to: the product of (1) 10.25% times (2) the quotient of (i) the
number of reference dates during the applicable interest period when the closing level of the index was greater than or equal to the
trigger level divided by (ii) the number of reference dates in such interest period, as further described under "Specific Terms of Your
Notes -- Interest Payments" on page S-22

I nit ia l inde x le ve l: 3,220.07

Fina l inde x le ve l: the closing level of the index on the determination date, except in the limited circumstances described under
"Supplemental Terms of the Notes -- Consequences of a Market Disruption Event or a Non-Trading Day" on page S-22

T rigge r le ve l: 2,978.56475, which is 92.50% of the initial index level

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Closing le ve l of t he inde x : the closing level of the index on any trading day, as further described under "Specific Terms of
Your Notes -- Special Calculation Provisions -- Closing Level" on page S-25

I nde x re t urn: with respect to the determination date, the quotient of (i) the final index level minus the initial index level divided
by (ii) the initial index level, expressed as a positive or negative percentage

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-25

T ra ding da y: as described on page S-25

Sc he dule d t ra ding da y: as described on page S-25

T ra de da t e : July 24, 2014

Origina l issue da t e (se t t le m e nt da t e ): July 29, 2014

St a t e d m a t urit y da t e : July 29, 2029, subject to adjustment as described under "Specific Terms of Your Notes -- Payment of
Principal on Stated Maturity Date -- Stated Maturity Date" on page S-21

De t e rm ina t ion da t e : July 16, 2029, subject to adjustment as described under "Specific Terms of Your Notes -- Payment of
Principal on Stated Maturity Date -- Determination Date" on page S-21

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 tenth scheduled trading day prior to each interest payment date

I nt e re st pa ym e nt da t e s: the 29th day of each month (except for the interest payment date in each February, which will be
the last calendar day of such month), beginning on August 29, 2014, up to and including the stated maturity date, subject to
adjustments as described under "Specific Terms of Your Notes -- Interest Payments" on page S-22

Ca ll obse rva t ion da t e s: the tenth scheduled trading day prior to each call payment date, subject to adjustments as described
under "Specific Terms of Your Notes -- Payment of Principal on Stated Maturity Date -- Call Observation Dates" on page S-21

Ca ll pa ym e nt da t e s: each interest payment date beginning on July 29, 2015 and ending on June 29, 2029, subject to
adjustments as described under "Specific Terms of Your Notes -- Interest Payments" on page S-22

Ca ll le ve l: 115.00% of the initial index level with respect to each scheduled call observation date

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

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

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

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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.: 38147QD52

I SI N no.: US38147QD526

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
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Table of Contents

H Y POT H ET I CAL EX AM PLES

The following tables and examples are provided for purposes of illustration only. They should not be taken as an indication or
prediction of future investment results and are intended merely to illustrate (i) the method we will use to determine the interest rate
on any given interest payment date based on the closing level of the index on the applicable reference dates in the immediately
preceding interest period, (ii) the method we will use to calculate the amount of interest accrued between interest payment dates
and (iii) the impact that the various hypothetical closing levels of the index on the determination date could have on the cash
settlement amount at maturity, as the case may be, 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
level will be on any day throughout the life of your notes, what the closing level of the index will be on any call observation date,
what the final index level will be on the determination date and what the interest rate will be on any interest payment date. The
index has been highly volatile in the past -- meaning that the index level has changed substantially in relatively short periods --
and its 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 a call payment date or the stated maturity date. If you sell your notes in a secondary
market prior to a call payment date or 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 tables below such as
interest rates, the volatility of the index 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-11 of this prospectus supplement. The information in the tables also reflect the key terms and assumptions
in the box below.

K e y T e rm s a nd Assum pt ions

Face amount
$1,000

Trigger level
92.50% of the initial index level

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

The notes are not automatically called

Neither a market disruption event nor a non-trading day occurs on any reference date, any originally scheduled call observation
date or the originally scheduled determination date

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

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

For these reasons, the actual performance of the index over the life of your notes, the actual index level on any reference
date in any interest period, 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 Index -- Historical Closing Levels of the Index" on page S-32.
Before investing in the notes, you should consult publicly available information to determine the index level 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 level of the index is greater than or equal to the trigger
level. The levels in the fourth column represent the hypothetical interest amount, as a percentage of the face amount of each note,
that would be payable with respect to a given interest period in which the closing level of the index is greater than or equal to the
trigger level for a given number of reference dates (as specified in the first column).

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Also, the hypothetical examples shown below do not take into account the effects of applicable taxes. Because of the U.S.
tax

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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.

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
Fra c t ion (A/B) x 1 0 .2 5 %
N * (A)
e ligible t ra ding da ys in
int e re st pa ym e nt da t e
(C)
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
0.02562500
0.21%
10
20
0.05125000
0.43%
15
20
0.07687500
0.64%
20
20
0.10250000
0.85%

* The number of days for which the index closing level is greater than or equal to the trigger level in a given interest period is
subject to numerous adjustments, as described elsewhere in this prospectus supplement.

I f t he not e s a re not c a lle d on a ny c a ll obse rva t ion da t e (i.e., on each call observation date the closing level of the
index was less than the call level) the cash settlement amount we would deliver for each $1,000 face amount of your notes on the
maturity date will depend on the performance of the index on the determination date, as shown in the table below. The table below
assumes that t he not e s ha ve not be e n a ut om a t ic a lly c a lle d on a c a ll obse rva t ion da t e and reflects hypothetical cash
settlement amounts that you could receive on the stated maturity date. The levels in the left column of the table below represent
hypothetical final index levels and are expressed as percentages of the initial index level. The amounts in the right column
represent the hypothetical cash settlement amounts, based on the corresponding hypothetical final index level (expressed as a
percentage of the initial index level), and are expressed as percentages of the face amount of a note (rounded to the nearest one-
thousandth of a percent). Thus, a hypothetical cash settlement amount of 100.000% means that the value of the cash payment
that we would deliver for each $1,000 of the outstanding face amount of the offered notes on the stated maturity date would equal
100.000% of the face amount of a note, based on the corresponding hypothetical final index level (expressed as a percentage of
the initial index level) and the assumptions noted above.

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T he N ot e s H a ve N ot Be e n Ca lle d

H ypot he t ic a l Ca sh Se t t le m e nt Am ount a t
H ypot he t ic a l Fina l I nde x Le ve l
M a t urit y if t he N ot e s H a ve N ot Be e n Ca lle d
on t he De t e rm ina t ion Da t e
on a Ca ll Obse rva t ion Da t e
(a s Pe rc e nt a ge of I nit ia l I nde x Le ve l)
(a s Pe rc e nt a ge of Fa c e Am ount )

200.000%
100.000%
175.000%
100.000%
150.000%
100.000%
125.000%
100.000%
1 0 0 .0 0 0 %
1 0 0 .0 0 0 %
90.000%
100.000%
80.000%
100.000%
6 5 .0 0 0 %
1 0 0 .0 0 0 %
64.999%
64.999%
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50.000%
50.000%
25.000%
25.000%
0 .0 0 0 %
0 .0 0 0 %

If, for example, t he not e s ha ve not be e n c a lle d on a c a ll obse rva t ion da t e and the final index level were
determined to be 25.000% of the initial index level, the cash settlement amount that we would deliver on your notes at maturity
would be 25.000% of the face amount of your notes, as shown in the table above. As a result, if you purchased your notes on the
original issue date at the face amount and held them to the stated maturity date, you would lose 75.000% of your investment (if you
purchased your notes at a premium to face amount you would lose a correspondingly higher percentage of your investment). In
addition, if the final index level were determined to be 200.000% of the initial index level, the cash settlement amount that we
would deliver on your notes at maturity would be limited to 100.000% of each $1,000 face amount of your notes, as shown in the
table above. As a result, if you held your notes to the stated maturity date, you would not benefit from any increase in the final
index level over the initial index level.

The cash settlement amounts shown above are entirely hypothetical; they are based on market prices for the index stocks that
may not be achieved on the determination date and on assumptions that may prove to be erroneous. The actual market value of
your notes on the stated maturity date or at any other time, including any time you may wish to sell your notes, may bear little
relation to the hypothetical cash settlement amounts shown above, and these amounts should not be viewed as an indication of the
financial return on an investment in the offered notes. The hypothetical cash settlement amounts on notes held to the stated
maturity date in the examples above assume you purchased your notes at their face amount and have not been adjusted to reflect
the actual issue price you pay for your notes. The return on your investment (whether positive or negative) in your notes will be
affected by the amount you pay for your notes. If you purchase your notes for a price other than the face amount, the return on
your investment will differ from, and may be significantly lower than, the hypothetical returns suggested by the above examples..
Please read "Additional Risk Factors Specific to Your Notes -- The Market Value of Your Notes May Be Influenced by Many
Unpredictable Factors" on page S-12.

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.

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We cannot predict the actual closing level of the index on any day, the final index level or what the market value of your
notes will be on any particular trading day, nor can we predict the relationship between the index level and the market value
of your notes at any time prior to the stated maturity date. The actual interest payment, if any, that you will receive at each
interest payment date, the actual amount that you will receive at maturity, if any, and the rate of return on the offered notes
will depend on whether or not the notes are called, the actual closing levels of the index and the actual final index level
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, and the
cash amount to be paid in respect of your notes on a call payment date or the stated maturity date, if any, may be very
different from the information reflected in the tables and examples above.

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

An investment in your notes is subject to the risks described below, as well as the risks described under "Considerations
Relating to Indexed Securities" in the accompanying prospectus dated September 19, 2011. You should carefully review these
risks as well as the terms of the notes described herein and in the accompanying prospectus, dated September 19, 2011, as
supplemented by the accompanying prospectus supplement, dated September 19, 2011, 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
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index stocks, i.e., the stocks comprising the index to which your notes are linked. You should carefully consider whether the
offered notes are suited to your particular circumstances.

T he Est im a t e d V a lue of Y our N ot e s At t he T im e t he T e rm s of Y our N ot e s We re Se t On t he T ra de Da t e (a s
De t e rm ine d By Re fe re nc e t o Pric ing M ode ls U se d By Goldm a n, Sa c hs & Co.) Wa s Le ss T ha n t he Origina l
I ssue Pric e Of Y our N ot e s

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

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

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

In addition to the factors discussed above, the value and quoted price of your notes at any time will reflect many factors and
cannot be predicted. If Goldman, Sachs & Co. makes a market in the notes, the price quoted by Goldman, Sachs & Co. would
reflect any changes in market conditions and other relevant factors, including any deterioration in our

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creditworthiness or perceived creditworthiness. These changes may adversely affect the value of your notes, including the price
you may receive for your notes in any market making transaction. To the extent that Goldman, Sachs & Co. makes a market in the
notes, the quoted price will reflect the estimated value determined by reference to Goldman, Sachs & Co.'s pricing models at that
time, plus or minus its then current bid and ask spread for similar sized trades of structured notes (and subject to the declining
excess amount described above).

Furthermore, if you sell your notes, you will likely be charged a commission for secondary market transactions, or the price will
likely reflect a dealer discount. This commission or discount will further reduce the proceeds you would receive for your notes in a
secondary market sale.

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

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