SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WEINBERG JOHN S

(Last)

(First)

(Middle)

C/O GOLDMAN, SACHS & CO.

85 BROAD STREET

(Street)

NEW YORK,

10004

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GOLDMAN SACHS GROUP INC/ [ GS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice Chairman of the Corp.

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Year-End Restricted Stock Units	⁽¹⁾	12/19/2007		A		52,452		⁽¹⁾	⁽¹⁾	Common Stock	52,452	⁽¹⁾	52,452	D
DSP Base Restricted Stock Units	⁽²⁾	12/19/2007		A		9,797		⁽²⁾	⁽²⁾	Common Stock	9,797	⁽²⁾	9,797	D
DSP Discount Restricted Stock Units	⁽³⁾	12/19/2007		A		3,266		⁽³⁾	⁽³⁾	Common Stock	3,266	⁽³⁾	3,266	D
Year-End Nonqualified Stock Options	$204.16	12/19/2007		A		149,944⁽⁴⁾		⁽⁴⁾	11/24/2017	Common Stock	149,944	$0	149,944	D

Explanation of Responses:

1. These year-end Restricted Stock Units ("RSUs") will convert into shares of the Issuer's Common Stock in January 2011.

2. These Discount Stock Program Base RSUs were purchased by the Reporting Person at the closing price of the Issuer's Common Stock on the New York Stock Exchange on the grant date under the Issuer's Discount Stock Program, which allows eligible employees to acquire a limited number of RSUs at an effective 25% discount. In January 2008, these RSUs convert to Common Stock that generally cannot be transferred before January 2011.

3. These Discount Stock Program Discount RSUs were granted at no additional cost to effect the discount described in footnote (2). These RSUs generally convert to Common Stock in January 2011.

4. The value of each Stock Option for financial reporting purposes was $51.04. The Stock Options become exercisable in January 2011; if the Stock Options are exercised, the underlying Common Stock cannot be transferred before January 2013.

	/s/ Roger S. Begelman, Attorney-in-fact	12/21/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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