Bond Goldman & Sachs 0% ( US38147QGZ37 ) in USD

Goldman & Sachs

100 % ⇌

United States

US38147QGZ37 ( in USD )

19/09/2029

Prospectus brochure of the bond Goldman Sachs US38147QGZ37 en USD 0%, maturity 19/09/2029

1 000 USD

1 500 000 USD

38147QGZ3

N/A

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 1,500,000 zero-coupon bond (ISIN: US38147QGZ37, CUSIP: 38147QGZ3) maturing September 19, 2029, currently trading at 100% of par value with a minimum purchase size of 1,000 and a semi-annual payment frequency; Moody's rating is not available (NR).

424B2 1 a14-20348_16424b2.htm PROSPECTUS SUPPLEMENT NO. 3156 DATED SEPTEMBER 16, 2014
Table of Contents

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

T he Goldm a n Sa c hs Group, I nc .
$1,500,000

Callable Monthly Index-Linked Range Accrual Notes due 2029

T he not e s do not pa y a fix e d c oupon a nd m a y pa y no c oupon on a n int e re st pa ym e nt da t e . Subject to our
redemption right described below, interest, if any, on your notes will be paid monthly on the 19th of each month, commencing on
the first interest payment date (October 19, 2014) and ending on the stated maturity date (September 19, 2029). The amount of
interest that you will be paid on your notes each month, if not previously redeemed, will be based on the number of scheduled
trading days (reference dates) on which the closing levels of both the Russell 2000® Index and the EURO STOXX 50® Index are
greater than or equal to their respective initial index levels. To determine your annualized interest rate with respect to each interest
payment date, we will divide the number of reference dates in the immediately preceding interest period on which the above
condition is met by the total number of reference dates in that interest period. We will then multiply the resulting fraction by
25.00%. Your monthly interest payment for each $1,000 face amount of your notes will equal the product of the annualized interest
rate times $1,000 times an accrued interest factor determined in accordance with the 30/360 (ISDA) day count convention. U nle ss
t he a bove c ondit ion is m e t on e a c h re fe re nc e da t e in a n int e re st pe riod, t he int e re st ra t e w it h re spe c t t o
t he ne x t int e re st pa ym e nt da t e w ill be le ss t ha n 2 5 .0 0 % pe r a nnum , a nd if it is ne ve r m e t , t he int e re st ra t e
w it h re spe c t t o suc h int e re st pa ym e nt da t e w ill be 0 % .

We may redeem your notes at 100% of their face amount plus any accrued and unpaid interest on any monthly interest payment
date on or after December 19, 2014.

If we do not redeem your notes, the amount that you will be paid on your notes at maturity, in addition to any interest then due, is
based on the performance of the lesser performing index (the index with the lowest index return). The index return for each index
is the percentage increase or decrease in the final index level on the determination date (September 5, 2029) from its initial index
level. If the index return for both indices is greater than or equal to -50.00% (the final index level of both indices is greater than or
equal to 50.00% of their respective initial index levels), you will receive the face amount of your notes. I f t he inde x re t urn for
e it he r inde x is less than -5 0 .0 0 % (t he fina l inde x le ve l of e it he r inde x is less than 5 0 .0 0 % of it s re spe c t ive
init ia l inde x le ve l), t he pe rc e nt a ge of t he fa c e a m ount of your not e s t ha t you re c e ive w ill be ba se d on t he
pe rform a nc e of t he le sse r pe rform ing inde x , a s de sc ribe d be low . I n suc h e ve nt , you w ill re c e ive less than
5 0 .0 0 % of t he fa c e a m ount of your not e s a nd c ould pot e nt ia lly lose your e nt ire inve st m e nt .

At maturity, excluding any interest payment, for each $1,000 face amount of your notes you will receive an amount in cash equal
to:
·
if the index return of both indices is greater than or equal to -50.00%, $1,000; or

·
if the index return of either index is less than -50.00%, the sum of (i) $1,000 plus (ii) the product of (a) the lesser performing

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 -9 .

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

The estimated value of your notes at the time the terms of your notes were set on the trade date (as determined by
reference to pricing models used by Goldman, Sachs & Co. (GS&Co.) and taking into account our credit spreads) was
equal to approximately $868 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 $955 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 December 19, 2014.

Origina l issue da t e :
September 19, 2014
Origina l issue pric e :
100.00% of the face amount
U nde rw rit ing disc ount : 4.55% of the face amount
N e t proc e e ds t o t he
95.45% of the face amount
issue r:

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny ot he r re gula t ory body ha s a pprove d or
disa pprove d of t he se se c urit ie s or pa sse d upon t he a c c ura c y or a de qua c y of t his prospe c t us. Any
re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse . T he not e s a re not ba nk de posit s a nd a re not insure d
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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. 3156 dated September 16, 2014.

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

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

About Y our Prospe c t us

The notes are part of the Medium-Term Notes, Series D program of The Goldman Sachs Group, Inc. This prospectus includes
this prospectus supplement and the accompanying documents listed below. This prospectus supplement constitutes a
supplement to the documents listed below and should be read in conjunction with such documents:

·
Prospectus supplement dated September 15, 2014

·
Prospectus dated September 15, 2014

The information in this prospectus supplement supersedes any conflicting information in the documents listed above. In addition,
some of the terms or features described in the listed documents may not apply to your notes.

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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-18. Please note
that in this prospectus supplement, references to "The Goldman Sachs Group, Inc.", "we", "our" and "us" mean only The Goldman
Sachs Group, Inc. and do not include its consolidated subsidiaries. Also, references to the "accompanying prospectus" mean the
accompanying prospectus, dated September 15, 2014, as supplemented by the accompanying prospectus supplement, dated
September 15, 2014, in each case relating to the Medium-Term Notes, Series D of The Goldman Sachs Group, Inc. References
to the "indenture" in this prospectus supplement mean the senior debt indenture, dated July 16, 2008, between The Goldman
Sachs Group, Inc. and The Bank of New York Mellon, as trustee.

K e y T e rm s

I ssue r: The Goldman Sachs Group, Inc.

I ndic e s: the Russell 2000® Index (Bloomberg symbol, "RTY Index"), as published by the Russell Investment Group ("Russell");
the EURO STOXX 50® Index (Bloomberg symbol, "SX5E Index"), as published by STOXX Limited; see "The Indices" on page S-27

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

Fa c e a m ount : each note will have a face amount equal to $1,000; $1,500,000 in the aggregate for all the offered notes; the
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aggregate face amount of the offered notes may be increased if the issuer, at its sole option, decides to sell an additional amount
of the offered notes on a date subsequent to the date of this prospectus supplement

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

Purc ha se a t a m ount ot he r t ha n fa c e a m ount : the amount we will pay you for your notes on the stated maturity date or
upon any early redemption of your notes will not be adjusted based on the issue price you pay for your notes, so if you acquire
notes at a premium (or discount) to face amount and hold them to the stated maturity date or date of early redemption, it could
affect your investment in a number of ways. The return on your investment in such notes will be lower (or higher) than it would
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-11 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 indices, 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 t he st a t e d m a t urit y da t e ): for each $1,000 face amount of your notes, in addition to any
accrued and unpaid interest, we will pay you on the stated maturity date, subject to our early redemption right, an amount in cash
equal to:

·
if the final index level of the lesser performing index is greater than or equal to 50.00% of its initial index level, $1,000; or

·
if the final index level of the lesser performing index is less than 50.00% of its initial index level, the sum of (1) $1,000 plus

(2) the product of (i) $1,000

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times (ii) the lesser performing index return

Ea rly re de m pt ion right : we have the right to redeem your notes, in whole but not in part, at a price equal to 100% of the face
amount plus accrued and unpaid interest to but excluding the applicable interest payment date, on the interest payment date that
will fall on December 19, 2014 and on each interest payment date occurring thereafter, subject to ten business days' prior notice

Le sse r pe rform ing inde x re t urn: the index return of the lesser performing index

Le sse r pe rform ing inde x : the index with the lowest index return

I nt e re st ra t e : the interest rate with respect to any interest payment date will be determined on the immediately preceding
interest determination date, based on the closing level of each index on each reference date during the interest period immediately
preceding such interest payment date. The interest rate will be equal to: the product of (i) 25.00% times (ii) the quotient of (a) the
number of reference dates during the applicable interest period when the closing levels of both indices are greater than or equal to
their respective trigger levels divided by (b) the number of reference dates in such interest period

I nit ia l inde x le ve l: 1,150.971 with respect to the Russell 2000® Index and 3,221.73 with respect to the EURO STOXX 50® Index

Fina l inde x le ve l: with respect to each index, the closing level of such index on the determination date, except in the limited
circumstances described under "Specific Terms of Your Notes -- Consequences of a Market Disruption Event or a Non-Trading
Day" on page S-20
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T rigge r le ve l: 1,150.971 with respect to the Russell 2000® Index and 3,221.73 with respect to the EURO STOXX 50® Index

Closing le ve l: with respect to each index, the closing level of such index on any trading day, as further described under
"Specific Terms of Your Notes -- Special Calculation Provisions -- Closing Level" on page S-23

I nde x re t urn: with respect to each index on 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-23

T ra ding da y: as described on page S-23

Sc he dule d t ra ding da y: as described on page S-23

T ra de da t e : September 16, 2014

Origina l issue da t e (se t t le m e nt da t e ): September 19, 2014

St a t e d m a t urit y da t e : September 19, 2029, subject to our early redemption right and to adjustment as described under
"Specific Terms of Your Notes -- Payment of Principal on Stated Maturity Date -- Stated Maturity Date" on page S-19

De t e rm ina t ion da t e : September 5, 2029, subject to adjustment as described under "Specific Terms of Your Notes -- Payment
of Principal on Stated Maturity Date -- Determination Date" on page S-19

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

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

I nt e re st pa ym e nt da t e s: the 19th day of each month, beginning on October 19, 2014, up to and including the stated maturity
date, subject to adjustments as described elsewhere in the prospectus supplement

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

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

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

S-3
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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.: 38147QGZ3

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I SI N no.: US38147QGZ37

FDI C: the notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency, nor are they obligations of, or guaranteed by, a bank

S-4
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S-5
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H Y POT H ET I CAL EX AM PLES
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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 levels of each index on each reference date 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 lesser performing 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 of the lesser performing index that are entirely hypothetical; no one
can predict what the index level of either index will be on any day throughout the life of your notes, what the final index level of the
lesser performing index will be on the determination date and what the interest rate will be on any interest payment date. The
indices have been highly volatile in the past -- meaning that the index levels have changed substantially in relatively short periods
-- and their performance cannot be predicted for any future period.

The information in the following examples reflects the method we will use to calculate the interest rate applicable to any
interest payment date and the hypothetical rates of return on the offered notes assuming that they are purchased on the original
issue date at the face amount and held to the stated maturity date. If you sell your notes in a secondary market prior to the stated
maturity date, as the case may be, your return will depend upon the market value of your notes at the time of sale, which may be
affected by a number of factors that are not reflected in the tables below such as interest rates, the volatility of the indices and our
creditworthiness. In addition, the estimated value of your notes at the time the terms of your notes were set on the trade date (as
determined by reference to pricing models used by Goldman, Sachs & Co.) was less than the original issue price of your notes.
For more information on the estimated value of your notes, see "Additional Risk Factors Specific to Your Notes -- The Estimated
Value of Your Notes At the Time the Terms of Your Notes Were Set On the Trade Date (as Determined By Reference to Pricing
Models Used By Goldman, Sachs & Co.) Was Less Than the Original Issue Price Of Your Notes" on page S-9 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
with respect to each index, 100.00% of its initial index level

Interest rate
25.00% per annum

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

The notes are not called

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

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

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

For these reasons, the actual performance of the indices over the life of your notes, the actual index levels on any reference
date, as well as the interest payable, if any, at each interest payment date, may bear little relation to the hypothetical examples
shown below or to the historical index levels shown elsewhere in this prospectus supplement. For information about the index
levels during recent periods, see "The Indices --Historical Closing Levels of the Indices" on page S-36. Before investing in the
notes, you should consult publicly available information to determine the index levels between the date of this prospectus
supplement and the date of your purchase of the notes.

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

Also, the hypothetical examples shown below do not take into account the effects of applicable taxes. Because of the U.S.
tax treatment applicable to your notes, tax liabilities could affect the after-tax rate of return on your
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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
N * (A)
e ligible t ra ding da ys in
Fra c t ion (A/B) x 2 5 .0 0 %
int e re st pa ym e nt da t e
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
0.06250000
0.52%
10
20
0.12500000
1.04%
15
20
0.18750000
1.56%
20
20
0.25000000
2.08%
* The number of days for which the closing levels of both indices are greater than or equal to their respective trigger levels in a given interest
period is subject to numerous adjustments, as described elsewhere in this prospectus supplement.

The levels in the left column of the table below represent hypothetical final index levels of the lesser performing index and are
expressed as percentages of the initial index level of the lesser performing index. The amounts in the right column represent the
hypothetical cash settlement amounts, based on the corresponding hypothetical final index level of the lesser performing index
(expressed as a percentage of the initial index level of the lesser performing index), 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 of the lesser performing index (expressed as a percentage of the initial index level of the lesser performing index)
and the assumptions noted above.

H ypot he t ic a l Fina l I nde x Le ve l of t he
H ypot he t ic a l Ca sh Se t t le m e nt Am ount
Le sse r Pe rform ing I nde x
a t M a t urit y
(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 )
175.000%
100.000%
150.000%
100.000%
125.000%
100.000%
1 0 0 .0 0 0 %
1 0 0 .0 0 0 %
80.000%
100.000%
65.000%
100.000%
5 0 .0 0 0 %
1 0 0 .0 0 0 %
49.999%
49.999%
35.000%
35.000%
20.000%
20.000%
10.000%
10.000%
0 .0 0 0 %
0 .0 0 0 %

If, for example, the final index level of the lesser performing index were determined to be 25.000% of its 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 of the lesser performing
index were determined to be 125.000% of its 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
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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-11.

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

We cannot predict the actual closing levels of the indices on any day, the final index level of the indices or what the market
value of your notes will be on any particular trading day, nor can we predict the relationship between the closing levels of the
indices and the market value of your notes at any time prior to the stated maturity date. The actual interest payment, if any, that
a holder of the notes will receive at each interest payment date, 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 redeemed and the actual closing levels of the
indices and the actual final index levels 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 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 15, 2014. You should carefully review these
risks as well as the terms of the notes described herein and in the accompanying prospectus, dated September 15, 2014, as
supplemented by the accompanying prospectus supplement, dated September 15, 2014, of The Goldman Sachs Group, Inc. Your
notes are a riskier investment than ordinary debt securities. Also, your notes are not equivalent to investing directly in the index
stocks, i.e., the stocks comprising the indices to which your notes are linked. You should carefully consider whether the offered
notes are suited to your particular circumstances.

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

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

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

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

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

S-9
Table of Contents

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

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

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

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

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

Y ou M a y Lose Y our Ent ire I nve st m e nt in t he N ot e s

You can lose your entire investment in the notes. The cash settlement amount on your notes, if any, on the stated maturity
date will be based on the performance of the lesser performing of the Russell 2000® Index and the EURO STOXX 50® Index as
measured from their initial index levels to the closing level of the lesser performing index on the determination date. If the final
index level of the lesser performing index for your notes is less than 50.00% of its initial index level, you will have a loss for each
$1,000 of the face amount of your notes equal to the product of the lesser performing index return times $1,000. Thus, you may
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