Mail Stop 4561

December 15, 2005

David A. Viniar
Chief Financial Officer
The Goldman Sachs Group, Inc.
85 Broad Street
New York, New York 10004

RE:	The Goldman Sachs Group, Inc.
Form 10-K for Fiscal Year Ended November 26, 2004
Filed February 8, 2005
File No. 001-14965

Dear Mr. Viniar,

	We have reviewed the above referenced filing, limiting our
review to those issues addressed in our comment.  Please provide
us
with the requested information so we may better understand your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Financial Statements
Note 2. Significant Accounting Policies
Revenue Recognition
Financial Instruments, page 102

1. We note your disclosure that you carry physical commodities at
fair value.  Please tell us the authoritative literature you
relied
upon in determining that it was appropriate to carry physical
commodities at fair value.  If you apply the guidance in the AICPA
Audit and Accounting Guide: Brokers and Dealers in Securities
(AICPA
Broker-Dealer Guide) to these positions, please identify the legal
entities that own the physical commodities and tell us whether
these
legal entities are regulated broker-dealer subsidiaries.  If you
apply the guidance in the AICPA Broker-Dealer Guide to non-
regulated
broker-dealer subsidiaries, please tell us why you believe that
these
entities are included in the scope of the guide.

	Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Your letter should
provide any requested information.  Please file your letter on
EDGAR.
Please understand that we may have additional comments after
reviewing your response to our comment.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comment, please provide,
in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Michael Volley, Staff Accountant, at (202)
551-
3437 or me at (202) 551-3490 if you have questions regarding our
comment.

Sincerely,



Don Walker
Senior Assistant Chief Accountant

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David A. Viniar
The Goldman Sachs Group, Inc.
December 15, 2005
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