Prospectus Supplement to the Prospectus dated July 16, 2008
and the Prospectus Supplement dated July 16, 2008 — No. 7

The notes will mature on the stated maturity date (July 31, 2023), subject to our early redemption as described below. On the stated maturity date, we will pay you an amount in cash equal to the outstanding face amount of your notes. The notes will pay interest, if any, quarterly beginning on October 31, 2008. Interest will accrue on each calendar day in each applicable interest period (1) at the maximum interest rate of 8.25% per annum for each of the first four interest periods beginning on the original issue date and (2) based on the CMS spread for each interest period thereafter. The CMS spread on any calendar day in each applicable interest period will equal the difference of the 10-year CMS rate minus the 2-year CMS rate, each rate determined as described below. If the CMS spread on any day is greater than or equal to 0.00%, interest for such day will accrue at the maximum interest rate; however, if the CMS spread for such day is less than 0.00%, interest for such day will accrue at the minimum interest rate of 0.00% per annum. Therefore, excluding the first four interest periods (which begin on the original issue date), no interest will accrue on any given day when the 10-year CMS rate is less than the 2-year CMS rate.

Each quarterly interest period will include all calendar days from and including each interest payment date (or the original issue date, in the case of the initial interest period) to but excluding the next succeeding interest payment date. The CMS spread for any calendar day in the applicable interest period will be subject to the spread cut-off date provision, which means that the CMS spread on the spread cut-off date will apply to each calendar day from and including the spread cut-off date to and including the last day of the applicable interest period. The spread cut-off date for each applicable interest period will be the date that is 5 business days prior to the interest payment date for such interest period. Therefore, in any interest period after the first four interest periods, if the CMS spread on the spread cut-off date is less than 0.00%, no interest will accrue for that day and the next four business days, even if the CMS spread on those days is greater or equal to 0.00%.

For any calendar day, the 10-year CMS rate is the 10-year U.S. dollar interest rate swap rate on such day and the 2-year CMS rate is the 2-year U.S. dollar interest rate swap rate on such day, in each case subject to adjustments as described elsewhere in this prospectus supplement. See Page S-8.

We have the right to redeem your notes, in whole but not in part, at 100% of their face amount plus any accrued and unpaid interest, on each interest payment date, beginning with the fourth interest payment date (July 31, 2009) upon five business days prior notice. It is our sole option whether to redeem your notes prior to maturity, and therefore the term of your notes could be anywhere between one and fifteen years.

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 but prior to the settlement date, at an issue price, underwriting discount and net proceeds that differ from the amounts set forth above.

Because we have provided only a brief summary of the terms of your notes above, you should read the detailed description of the terms of the notes found in “Specific Terms of Your Notes” on page S-7 as well as the “Additional Risk Factors Specific to Your Notes” on page S-4.

Your investment in the notes involves certain risks. Assuming circumstances where no interest payment is to be made on your notes over the life of your notes after the first four interest periods, the present value of your notes after the first year will equal the present value of a zero coupon bond with the same maturity and face amount issued by us, in each case discounted using current interest rates and credit spreads based on the discount method used by Goldman, Sachs & Co., which may be different from the methods used by others. On that date such present value is expected to be approximately 37.9% of the face amount of your notes (you should not base any tax characterization of your notes on such present value).

In addition, assuming no changes in market conditions or other relevant factors, the market value of your notes on the trade date (as determined by reference to pricing models used by Goldman, Sachs & Co.) is significantly less than the original issue price. The value or quoted price of your notes at any time will reflect many factors and cannot be predicted; however, the price at which Goldman, Sachs & Co. would initially buy or sell notes (if Goldman, Sachs & Co. makes a market) and the value that Goldman, Sachs & Co. will initially use for account statements and otherwise will significantly exceed the value of your notes using such pricing models. The amount of the excess will decline on a straight line basis over the period from the date hereof through January 31, 2009. We encourage you to read “Additional Risk Factors Specific to Your Notes” on page S-4 of this prospectus supplement so that you may better understand those risks.

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 prospectus supplement. Any representation to the contrary is a criminal offense.

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

SUMMARY INFORMATION

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-7. 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 July 16, 2008 as supplemented by the accompanying prospectus supplement, dated July 16, 2008, relating to 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.

Key Terms

Issuer: The Goldman Sachs Group, Inc.

Face amount: each note will have a face amount equal to $1000; $804,000 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 of the offered notes on a date subsequent to the date of this prospectus supplement

Stated maturity date: July 31, 2023

Specified currency: U.S. dollars (“$”)

Denominations: $1,000 or integral multiples of $1,000 in excess thereof

Original issue discount notes: no

Form of notes: global form only

Early redemption: 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, on each interest payment date beginning with the fourth scheduled interest payment date (July 31, 2009), subject to five business days’ prior notice

Interest rate: interest on the notes will accrue daily at a rate equal to:

on each calendar day in the first four interest periods: the maximum interest rate;
on each calendar day in any interest period thereafter,
- if the CMS spread is greater than or equal to 0.00%: the maximum interest rate; and
- if the CMS spread is less than 0.00%: the minimum interest rate

Maximum interest rate: 8.25% per annum

Minimum interest rate: 0.00% per annum

CMS spread: for any calendar day in the applicable interest period, the result of the 10-year CMS rate minus the 2-year CMS rate, subject to the spread cut-off date provision and the reset business day provision

10-year CMS rate: for any calendar day in the applicable interest period, the 10-year U.S. dollar interest rate swap rate (as described on page S-8) on such day, subject to adjustments as described elsewhere in this prospectus supplement

2-year CMS rate: for any calendar day in the applicable interest period, the 2-year U.S. dollar interest rate swap rate (as described on page S-8) on such day, subject to adjustments as described elsewhere in this prospectus supplement

Spread cut-off date provision: the CMS spread on the spread cut-off date will apply to each calendar day from and including the spread cut-off date to and including the last day of the applicable interest period

Spread cut-off date: with respect to any applicable interest period, the fifth business day prior to the interest payment date for such interest period, subject to the reset business day provision

Reset business day provision: the CMS spread for a calendar day that is not a reset business day will equal the CMS spread for the reset business day immediately preceding such calendar day

Reset business day: any day except for a Saturday, Sunday or a day on which The Securities Industry and Financial Markets Association (formerly known as The Bond Market Association) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities

Day count fraction: 30/360

Business day convention: following unadjusted

Regular record dates: the business day immediately preceding each interest payment date if the notes are in global form; the 15th calendar day prior to each interest payment date if the notes are not in global form

Defeasance: not applicable

No Listing: the offered notes will not be listed or displayed on any securities exchange or interdealer market quotation system

Business day: as described on page S-10

Trade date: July 28, 2008

Original issue date (settlement date): July 31, 2008

Interest payment dates: interest will be payable quarterly, beginning on October 31, 2008, up to and including the stated maturity date, subject to adjustments as described elsewhere in this prospectus supplement

Interest determination dates: for each interest period, the fifth business day prior to the interest payment date for such interest period

Interest period: the period from and including each interest payment date (or the original issue date, in the case of the initial interest period) to but excluding the next succeeding interest payment date (or the stated maturity date, in the case of the final interest period)

Calculation agent: Goldman, Sachs & Co.

CUSIP no.: 38143UCT6

ISIN no.: US38143UCT60

Assuming No Changes in Market Conditions and Other Relevant Factors, the Value of Your Notes on the Trade Date (As Determined by Reference to Pricing Models Used by Goldman Sachs) Is Significantly Less than the Original Issue Price

The value or quoted price of your notes at any time, however, will reflect many factors and cannot be predicted. If Goldman Sachs makes a market in your notes, the price quoted by us or our affiliates for your notes would reflect any changes in market conditions and other relevant factors, and the quoted price could be higher or lower than the original issue price, and may be higher or lower than the value of your notes as determined by reference to pricing models used by Goldman Sachs.

If at any time a third party dealer quotes a price to purchase your notes or otherwise values your notes, that price may be significantly different (higher or lower) than any price quoted by Goldman Sachs. See “— The Market Value of Your Notes May Be Influenced by Many Factors That Are Unpredictable and Interrelated in Complex Ways” below.

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.

There is no assurance that Goldman, Sachs & Co. or any other party will be willing to purchase your notes; 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.

If the 10-year CMS Rate Is Less Than the 2-year CMS Rate on Any Calendar Day in Any Applicable Interest Period, No Interest Will Accrue For That Day

Because of the formula used to calculate the interest rate applicable to your notes, in the event the CMS spread, which will equal the result of the applicable 10-year CMS rate minus the 2-year CMS rate on any calendar day in any applicable interest period, is less than 0.00%, no interest will accrue on that day. Therefore, if the 10-year CMS rate is lower than the 2-year CMS rate for a prolonged period of time over the life of your notes after the first four interest periods, you will receive no interest during such period. In such case, even if you receive some interest payments on some or all of the interest payment dates, the overall return you earn on your notes may be less than you would have earned by investing in a non-indexed debt security of comparable maturity that bears interest at a prevailing market rate.

Assuming circumstances where no interest payment is to be made on your notes over the life of your notes, the present value of your notes as of the original issue date will equal the present value of a zero coupon bond with the same maturity and face amount issued by us, in each case discounted using current interest rates and credit spreads based on the discount method used by Goldman, Sachs & Co., which may be different from the methods used by others. On that date such present value is expected to be approximately 37.9% of the face amount of your notes (you should not base any tax characterization of your notes on such present value).

When the Spread Cut-Off Date Provision Applies for Any Day Included in Any Applicable Interest Period, the Interest Rate Applicable for Such Day Will Be Determined Based on the CMS Spread on the Previous Spread Cut-Off Date, Subject to Adjustments for Non-Reset Business Days

For each of the five business days prior to any interest payment date after the first four interest payment dates, the spread cut-off date provision will apply so that the CMS spread for any such day will be determined on the spread cut-off date, i.e., the fifth business day prior to the relevant interest payment date for such interest period (subject to adjustments for non-reset

business days). Therefore, if the CMS spread on the spread cut-off date is less than 0.00% in any applicable interest period, no interest will accrue for the remainder of that interest period, even if the CMS spread would be positive or zero if calculated on any day during that time.

The Historical Levels of the CMS Spread Are Not an Indication of the Future Levels of the CMS Spread

In the past, the level of the CMS spread has experienced significant fluctuations. You should note that historical levels, fluctuations and trends of the CMS spread are not necessarily indicative of future levels. Any historical upward or downward trend in the CMS spread is not an indication that the CMS spread is more or less likely to increase or decrease at any time during the life of your notes, and you should not take the historical levels of the CMS spread as an indication of its future performance.

The Market Value of Your Notes May Be Influenced by Many Factors That Are Unpredictable and Interrelated in Complex Ways

When we refer to the market value of your notes, we mean the value that you could receive for your notes if you chose to sell it in the open market before the stated maturity date. A number of factors, many of which are beyond our control, will influence the market value of your notes, including:

These factors, and many other factors, will influence the price you will receive if you sell your notes before maturity. If you sell your notes before maturity, you may receive less than the face amount of your notes.

You cannot predict the future performance of the CMS spread based on its historical performance. The actual performance of the CMS spread over the life of the offered notes, as well as the interest payable on each interest payment date, may bear little or no relation to the hypothetical levels of the CMS spread or to the hypothetical examples shown elsewhere in this prospectus supplement.

If the CMS Spread Changes, the Market Value of Your Notes May Not Change in the Same Manner

The price of your notes may move differently than the CMS spread. Changes in the CMS spread may not result in a comparable change in the market value of your notes. Even if the CMS spread is greater than or equal to 0.00% during some portion of the life of the offered notes, the market value of your notes may not increase in the same manner. We discuss some of the reasons for this disparity under “— The Market Value of Your Notes May Be Influenced by Many Factors That Are Unpredictable and Interrelated in Complex Ways” above.

Our Business Activities May Create Conflicts of Interest Between Your Interest in Your Notes and Us

As we have noted above, Goldman, Sachs & Co. and our other affiliates expect to or have engaged in trading activities related to the CMS spread that are not for your account or on your behalf. These trading activities may present a conflict between your interest in your notes and the interests Goldman, Sachs & Co. and our other affiliates will have in their proprietary accounts, in facilitating transactions, including block trades, for their customers and in accounts under their management. These trading activities, if they influence the level of the CMS spread or any other factor that may affect the amount of interest that may be paid on any interest payment date, could be adverse to your interests as a beneficial owner of your notes.

As Calculation Agent, Goldman, Sachs & Co. Will Have the Authority to Make Determinations that Could Affect the Value of Your Notes and the Amount You May Receive On Any Interest Payment Date

As calculation agent for your notes, Goldman, Sachs & Co. will have discretion in making certain determinations that affect your notes, including determining the CMS spread on any calendar day in certain circumstances, which we will use to determine the amount, if any, we will pay on the applicable interest payment date after the first four interest payment dates. See “Specific Terms of Your Notes” below. The exercise of this discretion by Goldman, Sachs & Co. could adversely affect the value of your notes and may present Goldman, Sachs & Co. with a conflict of interest of the kind described under “— Our Business Activities May Create Conflicts of Interest Between Your Interest in Your Notes and Us” above. We may change the calculation agent at any time without notice and Goldman, Sachs & Co. may resign as calculation agent at any time upon 60 days’ written notice to Goldman Sachs.

Your notes will not be listed or displayed on any securities exchange or included in any interdealer market quotation system, and there may be little or no secondary market for your notes. Even if a secondary market for your notes develops, it may not provide significant liquidity and we expect that transaction costs in any secondary market would be high. As a result, the difference between bid and asked prices for your notes in any secondary market could be substantial.

On any interest payment date from and including the fourth scheduled interest payment date (July 31, 2009), we will be permitted to redeem your notes at our option. Even if we do not exercise our option to redeem your notes, our ability to do so may adversely affect the value of your notes. It is our sole option whether to redeem your notes prior to maturity, and therefore the term of your notes could be anywhere between one and fifteen years.

Any insurance company or fiduciary of a pension plan or other employee benefit plan that is subject to the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended, which we call “ERISA”, or the Internal Revenue Code of 1986, as amended, including an IRA or a Keogh plan (or a governmental plan to which similar prohibitions apply), and that is considering purchasing the offered notes with the assets of the insurance company or the assets of such a plan, should consult with its counsel regarding whether the purchase or holding of the offered notes could become a “prohibited transaction” under ERISA, the Internal Revenue Code or any substantially similar prohibition in light of the representations a purchaser or holder in any of the above categories is deemed to make by purchasing and holding the offered notes. This is discussed in more detail under “Employee Retirement Income Security Act” below.

The offered notes are part of a series of debt securities, entitled “Medium-Term Notes, Series D”, that we may issue under the indenture from time to time as described in the accompanying prospectus. The offered notes are also “indexed debt securities”, as defined in the accompanying prospectus.

This prospectus supplement summarizes specific financial and other terms that apply to the offered notes, including your notes; terms that apply generally to all Series D medium-term notes are described in “Description of Notes We May Offer” in the accompanying prospectus supplement. The terms described here supplement those described in the accompanying prospectus supplement and the accompanying prospectus and, if the terms described here are inconsistent with those described there, the terms described here are controlling.

In addition to those terms described on the first three pages of this prospectus supplement, the following terms will apply to your notes:

Denominations: each note registered in the name of a holder must have a face amount of $1,000 or integral multiples of $1,000 in excess thereof

Please note that the information about the settlement or trade date, issue price, discount or commission and net proceeds to The Goldman Sachs Group, Inc. on the front cover page or elsewhere in this prospectus supplement relates only to the initial issuance and sale of the offered notes. We may decide to sell additional notes on one or more dates after the date of this prospectus supplement, at issue prices, underwriting discounts and net proceeds that differ from the amounts set forth on the front cover page or elsewhere in this prospectus supplement. If you have purchased your notes in a market-making transaction after the initial issuance and sale of the offered notes, any such relevant information about the sale to you will be provided in a separate confirmation of sale.

With respect to the offered notes that have not been redeemed, on the stated maturity date we will pay you an amount in cash equal to the outstanding face amount of your notes.

The stated maturity date will be July 31, 2023, unless that day is not a business day, in which case the stated maturity date will instead occur on the next following business day.

Interest will accrue on the outstanding face amount of your notes and will be calculated and paid as described in the accompanying prospectus and accompanying prospectus supplement with regard to fixed rate notes, except that (i) the interest rate will be determined and applied daily as described below, (ii) the interest payable, if any, on each interest payment date will be calculated as described below, and (iii) the interest payment, interest determination and regular record dates will be those specified in this prospectus supplement.

During the first four interest periods, interest will accrue on each day at the maximum interest rate. For each interest period thereafter, if the CMS spread for any calendar day during the applicable interest period is greater than or equal to 0.00%, interest will accrue for such day at the maximum interest rate. If the CMS spread for any calendar day during the applicable interest period is less than 0.00%, interest will accrue for such day at the minimum interest rate. The maximum interest rate is 8.25% per annum, and the minimum interest rate is 0.00% per annum. Therefore, if the CMS spread for any calendar day during the applicable interest period is negative, no interest will accrue on such calendar day.

The calculation agent will calculate the amount of interest that has accrued on your notes during each interest period in the following manner. For each interest period, the calculation agent will calculate the amount of accrued interest by multiplying the face amount of your notes that are outstanding on the relevant interest determination date by an accrued interest factor for the interest period. This factor will equal the result of (i) the sum of the interest factors calculated for each day during the relevant interest period divided by (ii) the actual number of days included in that interest period multiplied by (iii) the number of days included in that interest period assuming twelve 30-day months in a 360-day year. The interest factor for each day will be expressed as a decimal and will be calculated by dividing the interest rate determined for such day as described in the immediately preceding paragraph, also expressed as a decimal, by 360.

Interest, if any, will be paid on your notes on each quarterly interest payment date, beginning on October 31, 2008. If an interest payment date would otherwise be a day that is not a business day, the interest payment date will be postponed to the next day that is a business day. If the stated maturity date does not occur on the originally scheduled day, the interest payment date scheduled to occur on that originally scheduled day will instead occur on the postponed stated maturity date. However, interest on your notes will accrue only up to but excluding the originally scheduled stated maturity date.

In this prospectus supplement, when we refer to the CMS rate, we mean the rate, on each calendar day in the applicable interest period, appearing on Reuters page ISDAFIX1 (or any successor or replacement page) under the heading for 10-year or 2-year index maturity, as the case may be, for rates as of 11:00 a.m. New York time. If the CMS rate cannot be determined in this manner, the following procedures will apply for your notes.

In this prospectus supplement, when we refer to the CMS spread, we mean, for any calendar day in the applicable interest period, the result of the 10-year CMS rate minus the 2-year CMS rate, subject to the spread cut-off date provision and the reset business day provision.

The CMS spread on the spread cut-off date will apply to each calendar day from and including the spread cut-off date to and including the last day of the applicable interest period.

The CMS spread for a calendar day that is not a reset business day will equal the CMS spread for the reset business day immediately preceding such calendar day.

If an event of default occurs and the maturity of your notes is accelerated, we will pay the default amount in respect of the principal of your notes at the maturity, instead of the amount payable on the stated maturity date as described earlier. We describe the default amount under “— Special Calculation Provisions” below.

For the purpose of determining whether the holders of our Series D medium-term notes, which include your notes, are entitled to take any action under the indenture, we will treat the outstanding face amount of each of your notes as the outstanding principal amount of that note. Although the terms of your notes differ from those of the other Series D medium-term notes, holders of specified percentages in principal amount of all Series D medium-term notes, together in some cases with other series of our debt securities, will be able to take action affecting all the Series D medium-term notes, including your notes, except with respect to certain Series D medium-term notes if the terms of such notes specify that the holders of specified percentages in principal amount of all of such notes must also consent to such action. This action may involve changing some of the terms that apply to the Series D medium-term notes, accelerating the maturity of the Series D medium-term notes after a default or waiving some of our obligations under the indenture. In addition, certain changes to the indenture and the notes that only affect certain debt securities may be made with the approval of holders of a majority in principal amount of such affected debt securities. We discuss these matters in the accompanying prospectus under “Description of Debt Securities We May Offer — Default, Remedies and Waiver of Default” and “— Modification of the Debt Indentures and Waiver of Covenants”.

Any payment on your notes at maturity will be made to an account designated by the holder of your notes and approved by us, or at the office of the trustee in New York City, but only when your notes are surrendered to the trustee at that office. We may pay interest on any interest payment date by check mailed to the person who is the holder on the regular record date. We also may make any payment in accordance with the applicable procedures of the depositary.

As described in the accompanying prospectus, any payment on your notes that would otherwise be due on a day that is not a business day may instead be paid on the next day that is a business day, with the same effect as if paid on the original due date. For your notes, however, the term business day may have a different meaning than it does for other Series D medium-term notes. We discuss this term under “— Special Calculation Provisions” below.

The calculation agent in its sole discretion will make all determinations regarding the CMS spread, the 10-year CMS rate, the 2-year CMS rate, the spread-cut off date, the interest determination dates, the regular record dates, the interest payable, if any, on each interest payment date, reset business days, business days, postponement of the stated maturity date, the default amount and the amount payable on your notes at maturity or redemption, as applicable. Absent manifest error, all determinations of the calculation agent will be final and binding on you and us, without any liability on the part of the calculation agent.

Please note that Goldman, Sachs & Co., our affiliate, is currently serving as the calculation agent as of the date of this prospectus supplement. We may change the calculation agent for your notes at any time after the date of this prospectus supplement without notice and Goldman, Sachs & Co. may resign as calculation agent at any time upon 60 days’ written notice to Goldman Sachs.

We may redeem your notes, at our option, in whole but not in part on any interest payment date, beginning with the fourth scheduled interest payment date (July 31, 2009), for cash equal to 100% of the face amount plus any accrued and unpaid interest to, but excluding, the redemption date.

If we choose to exercise our redemption right described in this prospectus supplement, we will notify the holder of your notes and the trustee by giving five business days' prior notice. The day we give the notice, which will be a business day, will be the redemption notice date and the immediately following interest payment date, which we will state in the redemption notice, will be the redemption date. We will not give a redemption notice that results in a redemption date later than the stated maturity date.

If we give the holder a redemption notice, we will redeem the entire outstanding face amount of your notes as follows. On the redemption date, we will pay the redemption price in cash, together with any accrued and unpaid interest to, but excluding, the redemption date, in the manner described under “Manner of Payment” above.

When we refer to a business day with respect to your notes, we mean a day that is a business day as defined in the accompanying prospectus.

When we refer to a reset business day with respect to your notes, we mean any day except for a Saturday, Sunday or a day on which The Securities Industry and Financial Markets Association (formerly known as The Bond Market Association) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

The default amount for your notes on any day will be an amount, in the specified currency for the face amount of your notes, equal to the cost of having a qualified financial institution, of the kind and selected as described below, expressly assume all of our payment and other obligations with respect to your notes as of that day and as if no default or acceleration had occurred, or to undertake other obligations providing substantially equivalent economic value to you with respect to your notes. That cost will equal:

During the default quotation period for your notes, which we describe below, the holder and/or we may request a qualified financial institution to provide a quotation of the amount it would charge to effect this assumption or undertaking. If either party obtains a quotation, it must notify the other party in writing of the quotation. The amount referred to in the first bullet point above will equal the lowest — or, if there is only one, the only — quotation obtained, and as to which notice is so given, during the default quotation period. With respect to any quotation, however, the party not obtaining the quotation may object, on reasonable and significant grounds, to the assumption or undertaking by the qualified financial institution providing the quotation and notify the other party in writing of those grounds within two business days after the last day of the default quotation period, in which case that quotation will be disregarded in determining the default amount.

Default Quotation Period. The default quotation period is the period beginning on the day the default amount first becomes due and ending on the third business day after that day, unless:

If either of these two events occurs, the default quotation period will continue until the third business day after the first business day on which prompt notice of a quotation is given as described above. If that quotation is objected to as described above within five business days after that first business day, however, the default quotation period will continue as described in the prior sentence and this sentence.

In any event, if the default quotation period and the subsequent two business day objection period have not ended before the determination date, then the default amount will equal the principal amount of your notes.

Qualified Financial Institutions. For the purpose of determining the default amount at any time, a qualified financial institution must be a financial institution organized under the laws of any jurisdiction in the United States of America, Europe or Japan, which at that time has outstanding debt obligations with a stated maturity of one year or less from the date of issue and is rated either:

We will use the net proceeds we receive from the sale of the offered notes for the purposes we describe in the accompanying prospectus under “Use of Proceeds”. We or our affiliates may also use those proceeds in transactions intended to hedge our obligations under the offered notes as described below.

In anticipation of the sale of the offered notes, we and/or our affiliates have entered into hedging transactions involving purchases of instruments linked to CMS rates. In addition, from time to time, we and/or our affiliates expect to enter into additional hedging transactions and to unwind those we have entered into, in connection with the offered notes and perhaps in connection with other notes we issue, some of which may have returns linked to CMS rates. Consequently, with regard to your notes, from time to time, we and/or our affiliates:

We and/or our affiliates may also acquire a long or short position in securities similar to your notes from time to time and may, in our or their sole discretion, hold or resell those securities.

In the future, we and/or our affiliates expect to close out hedge positions relating to the offered notes and perhaps relating to other notes with returns linked to the CMS spread.

The table set forth below illustrates hypothetical CMS spreads since January 1, 2005.

In the table below, the first and second columns show the highest and lowest, respectively, CMS spreads during the relevant quarter. The third column shows the number of days that the CMS spread would have been greater than or equal to 0.00% in the relevant quarter, and the rightmost column shows the number of days in the given quarter. After the first four interest periods, interest will accrue daily on your notes at the maximum interest rate on calendar days in each applicable interest period where the CMS spread is greater than or equal to 0.00%, and no interest will accrue on calendar days in each applicable interest period where the CMS spread is less than 0.00%. Excluding the first four interest periods, the table below illustrates how many days interest would have accrued on your notes at the maximum interest rate in past quarters, had the same criteria applied.

The hypothetical CMS spreads reflected in the table set forth below are based on actual CMS rate movements during the relevant time periods. We cannot assure you, however, that this performance will be replicated in the future or that the historical CMS spreads will serve as a reliable indicator of future performance. The CMS spread has fluctuated in the past and may, in the future, experience significant fluctuations. Any historical upward or downward trend in the CMS spread during any period shown below is not an indication that the CMS spread is more or less likely to increase or decrease at any time during the life of your notes.

You should not take the historical CMS spreads provided below as an indication of the future CMS spreads. We cannot give you any assurance that the future CMS spreads will result in you receiving interest payments greater than the interest payments you would have received if you invested in a non-indexed debt security of comparable maturity that bears interest at a prevailing market rate. Neither we nor any of our affiliates make any representation to you as to the CMS spread. Moreover, in light of current market conditions, the trends reflected in the CMS spreads may be less likely to be indicative of the CMS spreads over the life of your notes. In light of the increased volatility currently being experienced by U.S. and global capital markets and recent market declines, it may be substantially more likely that you could receive interest payments less than the interest payments you would have received if you invested in a non-indexed debt security of comparable maturity that bears interest at a prevailing market rate.

For example, the amount of interest that would have accrued during the first calendar quarter of 2006 would be calculated in the following manner. The maximum interest rate is 8.25% per annum, and the minimum interest rate is 0.00% per annum. For the purposes of this example, we have assumed that each calendar quarter constitutes an interest period for your notes. In addition, for the convenience of presentation, we have assumed that the notes were issued before January 1, 2004 (which assumes the first year of fixed interest payments at the maximum rate has already elapsed), that all business days are reset business days and all non-business days are non-reset business days for the purposes of the reset business days provision, and that the spread cut-off date provision does not apply.

The interest factor for any calendar day equals the quotient of 0.0825 divided by 360, or approximately 0.0002277, if the CMS spread for that day is greater than or equal to 0.00%. On the other hand, the interest factor for any calendar day equals 0.00 if the CMS spread for that day is less than 0.00%.

Based on the table above, out of the total of 90 days included in the interest period beginning on January 1, 2006 and ending on March 31, 2006, the interest factor for 83 days is 0.0002277 per day, while the interest factor for remaining 7

days is 0.00 per day. Therefore, the sum of the interest factors calculated for each day within the relevant interest period is equal to the sum of (i) 0.0002277 times 86 plus (ii) 0.00, or 0.0188991.

We will calculate the accrued interest factor for the relevant interest period by dividing 0.0188991 by the actual number of days included in that interest period, or 90. We will then multiply the quotient by the number of days included in that interest period assuming twelve 30-day months in a 360-day year, or 90, of which result will equal 0.0188991. Therefore, for each $1,000 face amount of a note, the amount of interest that accrues during the relevant interest period will equal the product of $1,000 times 0.0188991 or $18.8991.

The following section supplements the discussion of U.S. federal income taxation in the accompanying prospectus with respect to United States holders.

The following section is the opinion of Sullivan & Cromwell LLP, counsel to The Goldman Sachs Group, Inc. It applies to you only if you hold your notes as a capital asset for tax purposes. This section does not apply to you if you are a member of a class of holders subject to special rules, such as:

This section is based on the U.S. Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations under the Internal Revenue Code, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis.

This subsection describes the tax consequences to a United States holder. You are a United States holder if you are a beneficial owner of notes and you are:

If you are not a United States holder, this section does not apply to you and you should refer to “— United States Alien Holders” below.

The tax treatment of the notes is uncertain. More specifically, the tax treatment of the notes depends on whether the value of the CMS linked variable rate on the notes on the issue date for the notes is intended to approximate the fixed rate for the first year of the notes (“Approximation Test”). If the Approximation Test is not satisfied, the notes should be treated as a single debt instrument subject to special rules governing contingent payment obligations for United States federal income tax purposes. We believe and we intend to take the position that based on the current pricing conditions as of the date of this final prospectus supplement, the Approximation Test should not be treated as satisfied and, except to the extent otherwise provided below, the discussion below assumes that the Approximation Test will not be satisfied and that the notes should therefore be classified as a contingent payment debt instrument for tax purposes.

Under the special rules governing contingent payment obligations, the amount of interest you are required to take into account for each accrual period will be determined by constructing a projected payment schedule for your notes and applying rules similar to those

for accruing original issue discount on a hypothetical noncontingent debt instrument with that projected payment schedule. This method is applied first by determining the yield at which we would issue a noncontingent debt instrument with terms and conditions similar to your notes (the “comparable yield”) and then determining as of the issue date a payment schedule that would produce the comparable yield. Under these rules, you will only accrue interest based on the comparable yield. You will not have to separately include the amount of interest that you receive, except to the extent of any positive or negative adjustments discussed below. Accordingly, the amount of income you will accrue in the first year will be less than the stated interest you will receive in such year.

It is not entirely clear how, under the rules governing contingent payment obligations, the maturity date for debt instruments (such as your notes) that provide for a call right should be determined for purposes of computing the comparable yield and projected payment schedule. It would be reasonable, however, to compute the comparable yield and projected payment schedule for your notes (and we intend to make the computation in such a manner) based on the assumption that your notes will remain outstanding until the stated maturity date and the projected contingent payment will be made at such time.

We have determined that the comparable yield for the notes is equal to 6.124% per annum, compounded semi-annually. Based on this comparable yield, if you are an initial holder that holds a note until maturity and you pay your taxes on a calendar year basis, you would be required to report the following amounts as ordinary income from the note each year:

In addition, we have determined the projected payments for your notes are as follows:

If, during any taxable year, the actual payment with respect to the notes exceeds the projected payment for that taxable year, you will incur a “net positive adjustment” under the contingent debt regulations equal to the amount of such excess. You will treat a net positive adjustment as additional interest income in that taxable year.

If, during any taxable year, the actual payment with respect to the notes is less than the amount of projected payment for that taxable year, you will incur a “net negative adjustment” under the contingent debt regulations equal to the amount of such deficit. This net negative adjustment will (a) reduce your interest income on the notes for that taxable year, and (b) to the extent of any excess after the application of (a), give rise to an ordinary loss to the extent of your interest income on the notes during prior taxable years, reduced to the extent such interest was offset by prior net negative adjustments. Any net negative adjustment in excess of the amounts described in (a) and (b) will be carried forward as a negative adjustment to offset future interest income with respect to the notes or to reduce the amount realized on a sale, exchange, redemption or repurchase of the notes. A net negative adjustment is not subject to the two percent floor limitation on miscellaneous itemized deductions.

If you purchase your notes at a price other than its adjusted issue price determined for tax purposes, you must determine the extent to which the difference between the price you paid for your notes and its adjusted issue price is attributable to a change in expectations as to the projected payment schedule, a change in interest rates, or both, and reasonably allocate the difference accordingly. If the adjusted issue price of your notes is greater than the price you paid for your notes, you must make positive adjustments increasing the amount of interest that you would otherwise accrue and include in income each year, and the amount of ordinary income (or decreasing the amount of ordinary loss) recognized upon redemption or maturity by the amounts allocated to each of interest and projected payment schedule; if the adjusted issue price of your notes is less than the price you paid for your notes, you must make negative adjustments, decreasing the amount of interest that you must include in income each year, and the amount of ordinary income (or increasing the amount of ordinary loss) recognized upon redemption or maturity by the amounts allocated to each of interest and projected payment schedule. Adjustments allocated to the interest amount are not made until the date the daily portion of interest accrues.

The adjusted issue price of your notes will equal your notes’ original issue price plus any interest deemed to be accrued on your notes (under the rules governing contingent payment obligations) as of the time you purchase your notes, decreased by the amount of the projected payments that were previously projected to be made with respect to your notes. The issue price of your notes will be the first price at which a substantial amount of the notes is sold to persons other than bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers. Therefore, you may be required to make the adjustments described above even if you purchase your notes in the initial offering if you purchase your notes at a price other than the issue price.

Because any Form 1099-OID that you receive will not reflect the effects of positive or negative adjustments resulting from your purchase of notes at a price other than the adjusted issue price determined for tax purposes, you are urged to consult with your tax advisor as to whether and how adjustments should be made to the amounts reported on any Form 1099-OID.

You will recognize gain or loss upon the sale, exchange, redemption or maturity of your notes in an amount equal to the difference, if any, between the fair market value of the amount of cash you receive at such time and your adjusted basis in your notes. In general, your adjusted basis in your notes will equal the amount you paid for your notes, increased by the amount of interest you previously accrued with respect to your notes (in accordance with the comparable yield for your notes), decreased by the amount of the projected payments that you were projected to receive with respect to your notes and increased or decreased by the amount of any positive or negative adjustment, respectively, that you are required to make if you purchase your notes at a price other than the adjusted issue price determined for tax purposes. Under the foregoing rules, because the projected payment for the first year will exceed the amount that will be deemed to accrue using the comparable yield, the adjusted issue price and your adjusted basis in the notes will be decreased by the excess of such projected payment over such accrual. Similarly, in subsequent years, the adjusted issue price and your adjusted basis in the notes will increase by the excess of the amount deemed to be accrued using the comparable yield table over the projected payment in such years.

Any gain you recognize upon the sale, exchange, redemption or maturity of your notes will be ordinary interest income. Any loss you recognize at such time will be ordinary loss to the extent of interest you included as income in the current or previous taxable years in respect of your notes, and thereafter, capital loss.

If the Approximation Test is treated as satisfied, then the note should be treated as a variable rate debt instrument, if it is not reasonably expected that the return on the notes during the first half of the notes’ term will be significantly greater or less than the return on the notes during the second half of the notes’ term (“Front- or Back-Loaded”). Under this characterization, you will be subject to tax on interest payments, if any, as ordinary income at

the time you receive or accrue such payments, depending on your method of accounting for tax purposes and any gain or loss you recognize upon the sale or maturity of your notes will be capital gain or loss. Please see the discussion under “United States Taxation — Taxation of Debt Securities — United States Holders — Variable Rate Debt Securities” in the accompanying prospectus for a detailed description of the tax consequences of owning a variable rate debt instrument.

If you are a United States alien holder, please see the discussion under “United States Taxation — Taxation of Debt Securities — United States Alien Holders” in the accompanying prospectus for a description of the tax consequences relevant to you. You are a United States alien holder if you are the beneficial owner of the notes and are, for United States federal income tax purposes:

Please see the discussion under “United States Taxation — Taxation of Debt Securities — Backup Withholding and Information Reporting” in the accompanying prospectus for a description of the applicability of the backup withholding and information reporting rules to payments made on your notes.

This section is only relevant to you if you are an insurance company or the fiduciary of a pension plan or an employee benefit plan (including a governmental plan, an IRA or a Keogh Plan) proposing to invest in the offered notes.

The U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the U.S. Internal Revenue Code of 1986, as amended (the “Code”), prohibit certain transactions (“prohibited transactions”) involving the assets of an employee benefit plan that is subject to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code (including individual retirement accounts, Keogh plans and other plans described in Section 4975(e)(1) of the Code) (a “Plan”) and certain persons who are “parties in interest” (within the meaning of ERISA) or “disqualified persons” (within the meaning of the Code) with respect to the Plan; governmental plans may be subject to similar prohibitions unless an exemption applies to the transaction. The assets of a Plan may include assets held in the general account of an insurance company that are deemed “plan assets” under ERISA or assets of certain investment vehicles in which the Plan invests. Each of The Goldman Sachs Group, Inc. and certain of its affiliates may be considered a “party in interest” or a “disqualified person” with respect to many Plans, and, accordingly, prohibited transactions may arise if the offered notes are acquired by or on behalf of a Plan unless those notes are acquired and held pursuant to an available exemption. In general, available exemptions are: transactions effected on behalf of that Plan by a “qualified professional asset manager” (prohibited transaction exemption 84-14) or an “in-house asset manager” (prohibited transaction exemption 96-23), transactions involving insurance company general accounts (prohibited transaction exemption 95-60), transactions involving insurance company pooled separate accounts (prohibited transaction exemption 90-1), transactions involving bank collective investment funds (prohibited transaction exemption 91-38) and transactions with service providers under an Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code where the Plan receives no less and pays no more than “adequate consideration” (within the meaning of Section 408(b)(17) of ERISA and Section 4975(f)(10) of the Code). The person making the decision on behalf of a plan or a governmental plan shall be deemed, on behalf of itself and the Plan, by purchasing and holding the offered notes, or exercising any rights related thereto, to represent that (a) the plan will receive no less and pay no more than “adequate consideration” (within the meaning of Section 408(b)(17) of ERISA and Section 4975(f)(10) of the Code) in connection with the purchase and holding of the offered notes, (b) none of the purchase, holding or disposition of the offered notes or the exercise of any rights related to the offered notes will result in a non-exempt prohibited transaction under ERISA or the Code (or, with respect to a governmental plan, under any similar applicable law or regulation), and (c) neither The Goldman Sachs Group, Inc. nor any of its affiliates is a “fiduciary” (within the meaning of Section 3(21) of ERISA, or with respect to a governmental plan under any similar applicable law or regulation) with respect to the purchaser or holder in connection with such person’s acquisition, disposition or holding of the offered notes, or as a result of any exercise by The Goldman Sachs Group, Inc. or any of its affiliates of any rights in connection with the offered notes, and no advice provided by The Goldman Sachs Group, Inc. or any of its affiliates has formed a primary basis for any investment decision by or on behalf of such purchaser or holder in connection with the offered notes and the transactions contemplated with respect to the offered notes.

The Goldman Sachs Group, Inc. has agreed to sell to Goldman, Sachs & Co., and Goldman, Sachs & Co. has agreed to purchase from The Goldman Sachs Group, Inc., the aggregate face amount of the offered notes specified on the front cover of this prospectus supplement. Goldman, Sachs & Co. proposes initially to offer the notes to the public at the original issue price set forth on the cover page of this prospectus supplement, and to certain securities dealers at such price less a concession not in excess of 3% of the face amount.

In the future, Goldman, Sachs & Co. or other affiliates of The Goldman Sachs Group, Inc. may repurchase and resell the offered 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. The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses, excluding underwriting discounts and commissions, will be approximately $19,000. For more information about the plan of distribution and possible market-making activities, see “Plan of Distribution” in the accompanying prospectus.

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), Goldman, Sachs & Co. has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of the notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the notes to the public in that Relevant Member State at any time:

(a) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

(c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or

(d) in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of notes to the public” in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does not apply to The Goldman Sachs Group, Inc.; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom.

The notes may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement, invitation or document relating to the notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

The notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1998 as amended, the “FIEL”) and Goldman, Sachs & Co. has agreed that it will not offer or sell any offered notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations and ministerial guidelines of Japan. As used in this paragraph, resident of Japan means any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

This prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person (pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the notes pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA; (2) where no consideration is or will be given for the transfer; or (3) where the transfer is by operation of law.

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus supplement. You must not rely on any unauthorized information or representations. This prospectus supplement is an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement is current only as of its date.

Original issue date: July 31, 2008	Underwriting discount: 3% of the face amount
Original issue price: 100% of the face amount	Net proceeds to The Goldman Sachs Group, Inc.: 97% of the face amount

	Highest CMS Spread	Lowest CMS Spread	Number of Calendar Days in Quarter With Positive or Zero CMS Spreads	Total Number of Calendar Days in Quarter
2005
Quarter ended March 31	1.21	0.74	90	90
Quarter ended June 30	0.79	0.38	91	91
Quarter ended September 30	0.40	0.18	92	92
Quarter ended December 31	0.30	0.09	92	92
2006
Quarter ended March 31	0.15	-0.03	83	90
Quarter ended June 30	0.28	0.07	91	91
Quarter ended September 30	0.14	0.03	92	92
Quarter ended December 31	0.11	-0.02	73	92
2007
Quarter ended March 31	0.19	-0.01	85	90
Quarter ended June 30	0.35	0.08	91	91
Quarter ended September 30	0.62	0.30	92	92
Quarter ended December 31	0.88	0.43	92	92
2008
Quarter ended March 31	1.85	0.86	91	91
Quarter ended June 30	1.63	1.00	91	91
Quarter ending September 30 (through July 28, 2008)	1.27	1.11	28	28

Accrual Period	Interest Deemed to Accrue During Accrual Period (per $1000 note)	Total Interest Deemed to Have Accrued from Original Issue Date (per $1000 note) as of End of Accrual Period
January 1, 2008 through	$25.4624	$25.4624
December 31, 2008
January 1, 2009 through	$60.2485	$85.7109
December 31, 2009
January 1, 2010 through	$59.9570	$145.6678
December 31, 2010
January 1, 2011 through	$60.0222	$205.6901
December 31, 2011
January 1, 2012 through	$60.0916	$265.7817
December 31, 2012
January 1, 2013 through	$60.1654	$325.9471
December 31, 2013
January 1, 2014 through	$60.2437	$386.1908
December 31, 2014
January 1, 2015 through	$60.3270	$446.5178
December 31, 2015
January 1, 2016 through	$60.4155	$506.9333
December 31, 2016
January 1, 2017 through	$60.5095	$567.4427
December 31, 2017
January 1, 2018 through	$60.6094	$628.0522
December 31, 2018
January 1, 2019 through	$60.7156	$688.7677
December 31, 2019
January 1, 2020 through	$60.8284	$749.5962
December 31, 2020
January 1, 2021 through	$60.9483	$810.5445
December 31, 2021
January 1, 2022 through	$61.0757	$871.6202
December 31, 2022
January 1, 2023 through	$45.8779	$917.4982
December 31, 2023

Taxable Year:	Payment on January 31	Payment on April 30	Payment on July 31	Payment on October 31
2008	N/A	N/A	N/A	$20.6250
2009	$20.6250	$20.6250	$20.6250	$14.7287
2010	$14.7287	$14.7287	$14.7287	$14.7287
2011	$14.7287	$14.7287	$14.7287	$14.7287
2012	$14.7287	$14.7287	$14.7287	$14.7287
2013	$14.7287	$14.7287	$14.7287	$14.7287
2014	$14.7287	$14.7287	$14.7287	$14.7287
2015	$14.7287	$14.7287	$14.7287	$14.7287
2016	$14.7287	$14.7287	$14.7287	$14.7287
2017	$14.7287	$14.7287	$14.7287	$14.7287
2018	$14.7287	$14.7287	$14.7287	$14.7287
2019	$14.7287	$14.7287	$14.7287	$14.7287
2020	$14.7287	$14.7287	$14.7287	$14.7287
2021	$14.7287	$14.7287	$14.7287	$14.7287
2022	$14.7287	$14.7287	$14.7287	$14.7287
2023	$14.7287	$14.7287	$14.7287	N/A

	Page
Summary Information	S-2
Additional Risk Factors Specific to Your Notes	S-4
Specific Terms of Your Notes	S-7
Use of Proceeds and Hedging	S-12
Hypothetical CMS Spreads	S-13
Supplemental Discussion of Federal Income Tax Consequences	S-16
Employee Retirement Income Security Act	S-21
Supplemental Plan of Distribution	S-22

Prospectus Supplement dated July 16, 2008

Use of Proceeds	S-2
Description of Notes We May Offer	S-3
United States Taxation	S-20
Employee Retirement Income Security Act	S-20
Supplemental Plan of Distribution	S-21
Validity of the Notes	S-24

Prospectus dated July 16, 2008

Available Information	2
Prospectus Summary	4
Use of Proceeds	8
Description of Debt Securities We May Offer	9
Description of Warrants We May Offer	31
Description of Purchase Contracts We May Offer	47
Description of Units We May Offer	52
Description of Preferred Stock We May Offer	57
The Issuer Trusts	64
Description of Capital Securities and Related
Instruments	66
Description of Capital Stock of The Goldman Sachs
Group, Inc.	89
Legal Ownership and Book-Entry Issuance	94
Considerations Relating to Securities Issued in Bearer
Form	100
Considerations Relating to Indexed Securities	104
Considerations Relating to Securities Denominated or
Payable in or Linked to a Non-U.S. Dollar Currency	107
Considerations Relating to Capital Securities	110
United States Taxation	113
Plan of Distribution	136
Employee Retirement Income Security Act	139
Validity of the Securities	139
Experts	140
Cautionary Statement Pursuant to the Private Litigation
Reform Act of 1995	140