SC 13D/A

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549

File No. 005-56295

SCHEDULE 13D/A

(Rule 13d-101)

Amendment No. 68

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)

The Goldman Sachs Group, Inc.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

38141G 10 4

(CUSIP Number)

Kenneth L. Josselyn
Beverly L. O’Toole
The Goldman Sachs Group, Inc.
85 Broad Street
New York, New York 10004
Telephone: (212) 902-1000

(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)

January 7, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box o.

(Continued on following pages)


CUSIP No.		38141G 10 4	13D

NAMES OF REPORTING PERSONS:

Each of the persons identified on Appendix A.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

As to a group consisting solely of Covered Persons¹ (a) þ

As to a group consisting of persons other than Covered Persons (b) þ

SEC USE ONLY

SOURCE OF FUNDS:

OO and PF (Applies to each person listed on Appendix A.)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
(Applies to each person listed on Appendix A.)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States unless otherwise indicated on Appendix A.

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER (See Item 6) (Applies to each person listed on Appendix A.)

BENEFICIALLY

OWNED BY
EACH
REPORTING
PERSON

25,787,165 Voting Shares² held by Covered Persons
3,660 Shared Ownership Shares held by Covered Persons³
10,352,699 Sixty Day Shares held by Covered Persons⁴
3,758,008 Other Shares held by Covered Persons⁵

WITH

SOLE DISPOSITIVE POWER (See Item 6)

As to Voting Shares, less than 1%
As to Shared Ownership Shares, Sixty Day Shares and Other Shares, 0

SHARED DISPOSITIVE POWER (See Item 6):

As to Voting Shares, 0
As to Shared Ownership Shares, less than 0.01%
As to Sixty Day Shares and Other Shares, less than 1%.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

39,901,532

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.75%

TYPE OF REPORTING PERSON:

IN as to Covered Persons; CO as to Reporting Entities¹
that are corporations; OO as to Reporting Entities that are trusts


1		For a definition of this term, please see Item 2.

2		For a definition of this term, please see Item 6.

3		“Shared Ownership Shares” are shares of Common Stock (other than Other Shares, as defined below) of which a Covered Person shares beneficial ownership with someone other than the Covered Person’s spouse. Each Covered Person disclaims beneficial ownership of Shared Ownership Shares beneficially owned by each other Covered Person.

4		“Sixty Day Shares” are shares of Common Stock deemed to be beneficially owned under Rule 13d-3(d)(1) because a Covered Person has the right to acquire beneficial ownership within 60 days of the date hereof. See Annex D for a description of these shares. Upon acquisition by the Covered Person, these shares will become Voting Shares. Each Covered Person disclaims beneficial ownership of Sixty Day Shares beneficially owned by each other Covered Person.

5		“Other Shares” include: (i) 662,682 shares of Common Stock held by 32 private charitable foundations established by 32 Covered Persons; (ii) 2,436,055 shares of Common Stock held by certain family members of Covered Persons and by certain estate planning entities established by Covered Persons; (iii) 658,693 shares of Common Stock held in escrow for the benefit of certain Covered Persons; and (iv) 578 shares of Common Stock held by the trust underlying The Goldman Sachs Employees’ Profit Sharing Retirement Income Plan. Each Covered Person disclaims beneficial ownership of Other Shares beneficially owned by each other Covered Person, and each Covered Person disclaims beneficial ownership of all shares held by any private charitable foundation or any family member of a Covered Person.

-2-

APPENDIX A


		ITEM 6
		Citizenship
		(United States
ITEM 1		unless otherwise
Names of Reporting Persons		indicated)
Peter C. Aberg
Mark E. Agne
Gregory A. Agran
Raanan A. Agus
Yusuf A. Aliredha		Bahrain
Philippe J. Altuzarra		France
John A. Ashdown		UK
Akio Asuke		Japan
Armen A. Avanessians
Dean C. Backer
Steven M. Barry
Christopher M. Barter
Stacy Bash-Polley
Jonathan A. Beinner
Driss Ben-Brahim		Morocco
Milton R. Berlinski		The Netherlands
Frances R. Bermanzohn
Paul D. Bernard
Stuart N. Bernstein
Elizabeth E. Beshel
Mark R. Beveridge
Leslie A. Biddle
Lloyd C. Blankfein
Dorothee Blessing		Germany
Johannes M. Boomaars		The Netherlands
Charles W.A. Bott		UK
Craig W. Broderick
Jason M. Brown		UK
Melissa R. Brown
Steven M. Bunson
Nicholas F. Burgin
Mary D. Byron
Jin Yong Cai		China/Hong Kong
Richard M. Campbell-Breeden		UK
Gerald J. Cardinale
Mark M. Carhart
Valentino D. Carlotti
Anthony H. Carpet
Michael J. Carr
Lik Shuen David Chan		Hong Kong
Amy L. Chasen
R. Martin Chavez
Andrew A. Chisholm		Canada
Jane P. Chwick
James B. Clark
Abby Joseph Cohen
Alan M. Cohen
Gary D. Cohn
Christopher A. Cole
Peter H. Comisar
Laura C. Conigliaro
William J. Conley Jr.
Thomas G. Connolly		Ireland/USA
Linnea K. Conrad
Karen R. Cook		UK
Edith W. Cooper
Colin J. Corgan
Thomas W. Cornacchia
Henry Cornell
E. Gerald Corrigan
Frank L. Coulson, Jr.
Randolph L. Cowen
Brahm S. Cramer		Canada
Matthew H. Cyzer		UK
Michael D. Daffey		Australia
John S. Daly		Ireland
Stephen D. Daniel		Canada
Diego De Giorgi		Italy
Michael G. De Lathauwer		Belgium
François-Xavier de Mallmann		France/Switzerland
Jean A. De Pourtales		France/UK
Giorgio De Santis		Italy
Daniel L. Dees
Mark Dehnert
Juan A. Del Rivero		Spain
Martin R. Devenish		UK
Salvatore Di Stasi		Italy
Alexander C. Dibelius		Germany
Simon P. Dingemans		UK
Joseph P. DiSabato
Katinka I. Domotorffy
Suzanne O. Donohoe
Donald J. Duet
Michael L. Dweck
Gordon E. Dyal
Isabelle Ealet		France
Glenn P. Earle		UK
Kenneth M. Eberts III
Edward K. Eisler		Austria
Jason H. Ekaireb		UK
Kathleen G. Elsesser
Peter C. Enns		Canada
James P. Esposito
Michael P. Esposito
J. Michael Evans		Canada
Carl Faker		France/Lebanon

-3-


		ITEM 6
		Citizenship
		(United States
ITEM 1		unless otherwise
Names of Reporting Persons		indicated)
Fenglei Fang		China
Elizabeth C. Fascitelli
Douglas L. Feagin
Steven M. Feldman
Gregg J. Felton
Luca D. Ferrari		Italy
Stephen C. Fitzgerald		Australia
Pierre-Henri Flamand		France
Mark B. Florian
Timothy B. Flynn
Elisabeth Fontenelli
Silverio Foresi		Italy
Edward C. Forst
Colleen A. Foster
Orit Freedman		Israel
Matthew T. Fremont-Smith
Christopher G. French		UK
Richard A. Friedman
Enrico S. Gaglioti
James R. Garman		UK
Kevin S. Gasvoda
Robert R. Gheewalla
Gary T. Giglio
H. John Gilbertson, Jr.
Joseph H. Gleberman
Justin G. Gmelich
Richard J. Gnodde		Ireland/South Africa
Jeffrey B. Goldenberg
Gregg A. Gonsalves
Andrew M. Gordon
Lorenzo Grabau		Italy
Michael J. Graziano
Stefan Green		Australia
David J. Greenwald
Douglas C. Grip
Peter Gross
Vishal Gupta		India
Celeste A. Guth
Jana Hale Doty
Rumiko Hasegawa		Japan
Keith L. Hayes		UK
David B. Heller
Robert D. Henderson
Bruce A. Heyman
Stephen P. Hickey
Melina E. Higgins
Kenneth L. Hirsch
Kenneth W. Hitchner
Maykin Ho
Simon N. Holden		UK
Margaret J. Holen
Peter Hollmann		Germany
Philip Holzer		Germany
Robert Howard
Zu Liu Frederick Hu		China
Alastair J. Hunt		UK/USA
Edith A. Hunt
Phillip S. Hylander		UK
Timothy J. Ingrassia
Zubin P. Irani		UK/India
Raymond J. Iwanowski
William L. Jacob III
Andrew J. Jonas
Adrian M. Jones		Ireland
Robert C. Jones
Andrew J. Kaiser
Toshinobu Kasai		Japan
James C. Katzman
Carsten Kengeter		Germany
Kevin W. Kennedy
Thomas J. Kenny
Richard A. Kimball Jr.
Robert C. King, Jr.
Timothy M. Kingston
Shigeki Kiritani		Japan
Koji Kotaka		Japan
John D. Kramer
Peter S. Kraus
Eric S. Lane
Jonathan A. Langer
John J. Lauto
George C. Lee
Gregory D. Lee		Australia
Ronald Lee
Tim Leissner		Brazil/Germany
Todd W. Leland
Gregg R. Lemkau
Hughes B. Lepic		France
Johan Leven		Sweden
Allan S. Levine
Brian T. Levine
Jack Levy
George C. Liberopoulos		Canada/USA
Gwen R. Libstag
Mitchell J. Lieberman
Ryan D. Limaye
Anthony W. Ling		UK

-4-


		ITEM 6
		Citizenship
		(United States
ITEM 1		unless otherwise
Names of Reporting Persons		indicated)
Robert Litterman
Victor M. Lopez-Balboa
Antigone Loudiadis		UK
Peter J. Lyon
Peter B. MacDonald		UK
Mark G. Machin		UK
Paula B. Madoff
John A. Mahoney
Puneet Malhi		UK
Charles G. R. Manby		UK
Simon I. Mansfield		UK
Robert J. Markwick		UK
Serge Marquie		France
Allan S. Marson		UK
Alison J. Mass
David J. Mastrocola
Kathy M. Matsui
George N. Mattson
Theresa E. McCabe
Ian R. McCormick		UK
Stephen J. McGuinness
John W. McMahon
James A. McNamara
Robert A. McTamaney
Sanjeev K. Mehra		USA/India
Bernard A. Mensah		UK
Julian R. Metherell		UK
Michael J. Millette
Masanori Mochida		Japan
Timothy H. Moe
Philip J. Moffitt		Australia
William C. Montgomery
J. Ronald Morgan III
Simon P. Morris		UK
Thomas C. Morrow
Jeffrey M. Moslow
Sharmin Mossavar-Rahmani		UK
Donald R. Mullen
Ken N. Murphy
Arjun N. Murti
Marc O. Nachmann		Germany
Kenichi Nagasu		Japan
Jeffrey P. Nedelman
Anthony J. Noto
Gavin G. O’Connor
L. Peter O’Hagan		Canada
Terence J. O’Neill		UK
Timothy J. O’Neill
Richard T. Ong		Malaysia
Taneki Ono		Japan
Peter C. Oppenheimer		UK
Fumiko Ozawa		Japan
Robert J. Pace
Gregory K. Palm
Konstantinos N. Pantazopoulos		Greece
James R. Paradise		UK
Sanjay H. Patel		India
Sheila H. Patel
Arthur J. Peponis
David B. Philip
Stephen R. Pierce
Kenneth A. Pontarelli
Ellen R. Porges
Richard H. Powers
Kevin A. Quinn
Jean Raby		Canada
John J. Rafter		Ireland
Dioscoro-Roy I. Ramos		Philippines
Charlotte P. Ransom		UK
Krishna S. Rao		India
Buckley T. Ratchford
Joseph Ravitch
Sara E. Recktenwald
Gene Reilly
Jeffrey A. Resnick
William M. Roberts
John F. W. Rogers
Eileen P. Rominger
Ivan Ross
Stuart M. Rothenberg
Paul M. Russo
Richard M. Ruzika
David C. Ryan
David M. Ryan		Australia
Katsunori Sago		Japan
Ankur A. Sahu		India
Guy E. Saidenberg		France
Pablo J. Salame		Ecuador
Muneer A. Satter
Peter Kevin Scaturro
Susan J. Scher
Gary B. Schermerhorn
Stephen M. Scherr
Clare R. Scherrer
Howard B. Schiller
Jeffrey W. Schroeder
Harvey M. Schwartz
Steven M. Scopellite

-5-


		ITEM 6
		Citizenship
		(United States
ITEM 1		unless otherwise
Names of Reporting Persons		indicated)
John A. Sebastian
Karen D. Seitz
Peter D. Selman		UK
Lisa M. Shalett
David G. Shell
Michael S. Sherwood		UK
David A. Shiffman
Kunihiko Shiohara		Japan
Ravi M. Singh
Ravi Sinha		India/USA
Edward M. Siskind
Jeffrey S. Sloan
Sarah E. Smith		UK
Jonathan S. Sobel
David M. Solomon
Theodore T. Sotir
Daniel L. Sparks
Marc A. Spilker
Christoph W. Stanger		Austria
Esta E. Stecher
Laurence Stein		South Africa
Chase O. Stevenson
Steven H. Strongin
Jonathan R. Symonds		UK
Gene T. Sykes
Morgan C. Sze
Shahriar Tadjbakhsh
Roland W. Tegeder		Germany
Thomas D. Teles
Daisuke Toki		Japan
Peter K. Tomozawa
Byron D. Trott
Michael A. Troy
Donald J. Truesdale
Irene Y. Tse		Hong Kong
Eiji Ueda		Japan
Kaysie P. Uniacke
Lucas van Praag		UK
Ashok Varadhan
John J. Vaske
Andrea Vella		Italy
Robin A. Vince		UK
David A. Viniar
Alejandro Vollbrechthausen		Mexico
David H. Voon
Casper W. Von Koskull		Finland
John E. Waldron
Theodore T. Wang		China
Alan S. Waxman
Nicholas H. Weber
David M. Weil
John S. Weinberg
Gregg S. Weinstein
George W. Wellde, Jr.
Martin M. Werner		Mexico
Matthew Westerman		UK
William Wicker
Elisha Wiesel
C. Howard Wietschner
Susan A. Willetts
Todd A. Williams
John S. Willian
Andrew F. Wilson		New Zealand
Kendrick R. Wilson III
Jon Winkelried
Samuel J. Wisnia		France
Andrew E. Wolff
Tracy R. Wolstencroft
Jon A. Woodruff
Neil J. Wright		UK
Shinichi Yokote		Japan
W. Thomas York, Jr.
Wassim G. Younan		UK/Lebanon
Paul M. Young
William J. Young
Sanaz Zaimi		UK
Paolo Zannoni		Italy
Yoel Zaoui		France
Kevin Zhang		China

-6-

Reporting Entities


ITEM 1		ITEM 6	Name of Establishing
Name of Entity	Type of Entity	Place of Organization	Covered Person
Anahue Limited	Corporation	Jersey	Andrew A. Chisholm
Bott 2004 Settlement	Trust	UK	Charles W.A. Bott
Campbell-Breeden 2004 Settlement	Trust	UK	Richard M. Campbell-Breeden
Devenish 2004 Settlement	Trust	UK	Martin R. Devenish
Dingemans 2004 Settlement	Trust	UK	Simon P. Dingemans
Drayton 2004 Settlement	Trust	UK	Karen R. Cook
French 2004 Settlement	Trust	UK	Christopher G. French
Ling 2004 Settlement	Trust	UK	Anthony W. Ling
Manby 2004 Settlement	Trust	UK	Charles G.R. Manby
Markwick 2004 Settlement	Trust	UK	Robert J. Markwick
O’Neill 2004 Trust	Trust	UK	Terence J. O’Neill
Ransom 2004 Settlement	Trust	UK	Charlotte P. Ransom
RJG Holding Company	Corporation	Cayman Islands	Richard J. Gnodde
Sherwood 2004 Settlement	Trust	UK	Michael S. Sherwood
Westerman 2004 Settlement	Trust	UK	Matthew Westerman
Zurrah Limited	Corporation	Jersey	Yoel Zaoui

-7-

This Amendment No. 68 to a Statement on Schedule 13D amends and restates in its entirety such Schedule 13D (as so amended and restated, this “Schedule”). This Amendment No. 68 is being filed primarily because the number of shares of Common Stock (as defined in Item 1 below) beneficially owned by Covered Persons (as defined in Item 2 below) has decreased by an amount in excess of one percent of the total number of shares of Common Stock outstanding.

ITEM 1. Security and Issuer

This Schedule relates to the Common Stock, par value $.01 per share (the “Common Stock”), of The Goldman Sachs Group, Inc. (“GS Inc.”), a Delaware corporation. The address of the principal executive offices of GS Inc. is 85 Broad Street, New York, New York 10004.

ITEM 2. Identity and Background

(a), (b), (c), (f) The cover page to this Schedule and Appendix A hereto contain the names of the individuals (“Covered Persons”) who are parties to a Shareholders’ Agreement, dated as of May 7, 1999 and amended and restated as of June 22, 2004 (as amended from time to time, the “Shareholders’ Agreement”). This filing is being made on behalf of all of the Covered Persons, and their agreement that this filing may be so made is contained in the Shareholders’ Agreement.

Appendix A hereto also provides the citizenship of each Covered Person. Each Covered Person is a Participating Managing Director (as defined in Item 6 below) employed by GS Inc. or one of its affiliates. GS Inc. is a global investment banking and securities firm. The business address of each Covered Person for purposes of this Schedule is 85 Broad Street, New York, New York 10004.

Each entity listed on Appendix A under “Reporting Entities” (each a “Reporting Entity”) is a trust or corporation created by or for a Covered Person for estate planning purposes. Each Reporting Entity is controlled by a Covered Person. The name, citizenship, business address and present principal occupation or employment of each of the directors and executive officers of each Reporting Entity that is a corporation (other than the Covered Person that established the Reporting Entity) are set forth in Annex A hereto. The business address of each Reporting Entity for purposes of this Schedule is: (i) in the case of entities organized in Jersey or under the laws of the United Kingdom, 26 New Street, St. Helier, Jersey, JE2 3RA; and (ii) in the case of entities organized in the Cayman Islands, P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.

(d), (e) Except as described in Annex A or Annex B, during the last five years no Covered Person and, to the best knowledge of the Covered Persons, no executive officer or director of a Reporting Entity, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction resulting in such Covered Person or executive officer or director being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. Source and Amount of Funds or Other Consideration

The Covered Persons have acquired and will acquire shares of Common Stock in the following manners: (i) the former profit participating limited partners active in the business of The Goldman Sachs Group, L.P. (“Group L.P.”) (the “IPO PMDs”) acquired certain shares of Common Stock in exchange for their interests in Group L.P. and certain of its affiliates and investee corporations; (ii) the former owners (the “Acquisition Covered Persons”) of Hull and Associates, L.L.C. (“Hull”) acquired certain shares of Common Stock in exchange for their interests in Hull; and (iii) certain Covered Persons have acquired and will acquire beneficial ownership of certain shares of Common Stock in connection with GS Inc.’s initial public offering and/or pursuant to GS Inc.’s employee compensation, benefit or similar plans. The Reporting Entities have acquired and may in the future acquire beneficial ownership of shares of Common Stock as contributions or gifts made by Covered Persons.

Covered Persons may from time to time acquire shares of Common Stock for investment purposes. Such Common Stock may be acquired with personal funds of or funds borrowed by such Covered Person.

-8-

ITEM 4. Purpose of Transactions

The Covered Persons, other than the Acquisition Covered Persons, acquired certain shares of Common Stock in connection with the succession of GS Inc. to the business of Group L.P. and GS Inc.’s initial public offering and/or through certain employee compensation, benefit or similar plans of GS Inc. The Acquisition Covered Persons acquired certain shares of Common Stock in connection with the acquisition by GS Inc. of Hull and through certain employee compensation, benefit or similar plans of GS Inc. The Reporting Entities acquired shares of Common Stock as contributions or gifts made by Covered Persons.

Covered Persons may from time to time acquire shares of Common Stock for investment purposes. Except as described herein and in Annex C and except for the acquisition by Covered Persons or their Reporting Entities of Common Stock pursuant to employee compensation, benefit or similar plans of GS Inc. in the future or as described above, none of the Covered Persons has any plans or proposals which relate to or would result in the acquisition of additional Common Stock by them or their Reporting Entities or any of the other events described in Item 4(a) through 4(j).

Each Covered Person is expected to evaluate on an ongoing basis GS Inc.’s financial condition and prospects and his or her interests in and with respect to GS Inc. Accordingly, each Covered Person may change his or her plans and intentions at any time and from time to time. In particular, each Covered Person or Reporting Entity may at any time and from time to time acquire or dispose of shares of Common Stock.

ITEM 5. Interest in Securities of the Issuer

(a) Rows (11) and (13) of the cover page to this Schedule and Appendix A are hereby incorporated by reference. Each Covered Person hereby disclaims beneficial ownership of any shares of Common Stock held by any other Covered Person. Except as described in Annex D, none of the shares of Common Stock reported in rows (11) and (13) of the cover page to this Schedule and Appendix A are shares as to which there is a right to acquire exercisable within 60 days.

(b) Rows (7) through (10) of the cover page to this Schedule set forth for each Covered Person and Reporting Entity: the percentage range of Voting Shares, Shared Ownership Shares, Sixty Day Shares and Other Shares (each as defined on the cover page hereof) as to which there is sole power to vote or direct the vote or to dispose or direct the disposition or shared power to vote or direct the vote or to dispose or direct the disposition. The power to vote Voting Shares by Covered Persons is shared with each other Covered Person, as described below in response to Item 6. Each Covered Person hereby disclaims beneficial ownership of any shares of Common Stock held by any other Covered Person.

(c) Except as described in Annex E or previously reported on Schedule 13D, no Covered Person or Reporting Entity has effected any transactions in Common Stock in the past 60 days.

(d), (e) Not applicable.

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Each Covered Person listed on the cover page to this Schedule and Appendix A hereto is a party to the Shareholders’ Agreement. The Shareholders’ Agreement and forms of the Counterparts to the Shareholders’ Agreement are filed as Exhibits to this Schedule and the following summary of the terms of the Shareholders’ Agreement is qualified in its entirety by reference thereto. The Shareholders’ Agreement was amended and restated effective as of the close of business on June 22, 2004. References to the “board of directors” are to the board of directors of GS Inc.

The Covered Persons under the Shareholders’ Agreement include all Managing Directors of GS Inc. who participate in the GS Inc. Partner Compensation Plan or Restricted Partner Compensation Plan (each as defined in the Shareholders’ Agreement) or any other employee benefit plan specified by the Shareholders’ Committee (the “Participating Managing Directors”).

-9-

The “Voting Shares” include all of the shares of Common Stock of which a Covered Person is the sole beneficial owner (excluding shares of Common Stock held by the trust underlying The Goldman Sachs Employees’ Profit Sharing Retirement Income Plan). The interest of a spouse or domestic partner in a joint account, an economic interest of GS Inc. as pledgee, and the interest of certain persons in the Reporting Entities and other approved estate planning vehicles will be disregarded for the purposes of determining whether a Covered Person is the sole beneficial owner of shares of Common Stock.

TRANSFER RESTRICTIONS

Each Covered Person has agreed in the Shareholders’ Agreement, among other things, to retain sole beneficial ownership of a number of shares of Common Stock at least equal to 25% of such Covered Person’s Covered Shares (as defined below) (the “General Transfer Restrictions”). In addition, certain senior officers designated by the Shareholders’ Committee have each agreed to retain sole beneficial ownership of a number of shares of Common Stock at least equal to 75% of such Covered Person’s Covered Shares (the “Special Transfer Restrictions” and, together with the General Transfer Restrictions, the “Transfer Restrictions”). The same shares may be used to satisfy both the Special Transfer Restrictions and the General Transfer Restrictions. The Transfer Restrictions applicable to a Covered Person terminate upon the death of the Covered Person. Shares beneficially owned by a Covered Person through a Reporting Entity or certain other approved estate planning vehicles established by Covered Persons, are generally deemed to count toward the satisfaction of the Transfer Restrictions.

For these purposes, “Covered Shares,” with respect to a Covered Person, will be recalculated each time the Covered Person receives Common Stock underlying an award of restricted stock units, exercises a stock option (not including, in each case, awards in connection with GS Inc.’s initial public offering) or receives an award of restricted stock. The calculation of Covered Shares will include the gross number of shares underlying such restricted stock units or stock options or the gross number of shares of restricted stock, in each case less (i) a number of shares determined by reference to tax rates specified by the Shareholders’ Committee and (ii) the number of shares necessary to cover the option exercise price, if applicable (all as calculated pursuant to a formula set out in the Shareholders’ Agreement). The calculation of Covered Shares will only take into account awards that occurred after the Covered Person became a Participating Managing Director.

WAIVERS

The Shareholders’ Committee, described below under “Information Regarding the Shareholders’ Committee,” has the power to waive the Transfer Restrictions to permit Covered Persons to: participate as sellers in underwritten public offerings of, and stock repurchase programs and tender and exchange offers by GS Inc. for, Common Stock; transfer Common Stock to charities, including charitable foundations; transfer Common Stock held in employee benefit plans; and transfer Common Stock in particular situations (such as transfers to family members, partnerships or trusts), but not generally.

In the case of a third-party tender or exchange offer, the Transfer Restrictions may be waived or terminated: if the board of directors is recommending acceptance or is not making any recommendation with respect to acceptance of the tender or exchange offer, by a majority of the outstanding Covered Shares; or if the board of directors is recommending rejection of the tender or exchange offer, by 66 2/3% of the outstanding Covered Shares.

In the case of a tender or exchange offer by GS Inc., a majority of the outstanding Covered Shares may also waive or terminate the Transfer Restrictions.

VOTING

Prior to any vote of the shareholders of GS Inc., the Shareholders’ Agreement requires a separate, preliminary vote of substantially all Voting Shares on each matter upon which a vote of the shareholders is proposed to be taken (the “Preliminary Vote”). Each Voting Share will be voted in accordance with the majority of the votes cast by the Voting Shares in the Preliminary Vote. In elections of directors, each Voting Share will be voted in favor of the election of those persons, equal in number to the number of such positions to be filled, receiving the highest numbers of votes cast by the Voting Shares in the Preliminary Vote.

-10-

OTHER RESTRICTIONS

The Shareholders’ Agreement also prohibits Covered Persons from engaging in certain activities relating to any securities of GS Inc. with any person who is not a Covered Person or a director, officer or employee of GS Inc. (“Restricted Persons”). Among other things, a Covered Person may not: participate in a proxy solicitation to or with a Restricted Person; deposit any shares of Common Stock in a voting trust or subject any shares of Common Stock to any voting agreement or arrangement that includes any Restricted Person; form, join or in any way participate in a “group” with any Restricted Person; or together with any Restricted Person, propose certain transactions with GS Inc. or seek the removal of any directors of GS Inc. or any change in the composition of the board of directors.

TERM, AMENDMENT AND CONTINUATION

The Shareholders’ Agreement is to continue in effect until the earlier of January 1, 2050 and the time it is terminated by the vote of 66 2/3% of the outstanding Covered Shares. The Shareholders’ Agreement may generally be amended at any time by a majority of the outstanding Covered Shares.

Unless otherwise terminated, in the event of any transaction in which a third party succeeds to the business of GS Inc. and in which Covered Persons hold securities of the third party, the Shareholders’ Agreement will remain in full force and effect as to the securities of the third party, and the third party shall succeed to the rights and obligations of GS Inc. under the Shareholders’ Agreement.

INFORMATION REGARDING THE SHAREHOLDERS’ COMMITTEE

The Shareholders’ Committee constituted pursuant to the Shareholders’ Agreement (the “Shareholders’ Committee”) shall at any time consist of each of those individuals who are both Covered Persons and members of the board of directors and who agree to serve as members of the Shareholders’ Committee. If there are less than three individuals who are both Covered Persons and members of the board of directors and who agree to serve as members of the Shareholders’ Committee, the Shareholders’ Committee shall consist of each such individual plus such additional individuals who are Covered Persons and who are selected pursuant to procedures established by the Shareholders’ Committee as shall assure a Shareholders’ Committee of not less than three members who are Covered Persons. Currently, Lloyd C. Blankfein, Gary D. Cohn and Jon Winkelried are the members of the Shareholders’ Committee.

EMPLOYEE BENEFIT PLAN TRANSFER RESTRICTIONS

Shares of Common Stock delivered to Covered Persons pursuant to certain GS Inc. employee compensation plans and arrangements are subject to restrictions on transfer. These restrictions lapse at various times depending on the terms of the grant or award.

PLEDGE AGREEMENTS

Certain Covered Persons have pledged in the aggregate 1,588,638 shares of Common Stock to banks as collateral for loans. A portion of these pledged shares may be sold from time to time with the consent of the third-party lending institution.

REGISTRATION RIGHTS INSTRUMENT FOR CHARITABLE DONATIONS

In connection with the donations of shares of Common Stock by certain Covered Persons to certain charitable organizations on December 13, 1999, December 22, 2000, December 26, 2001, January 9, 2002, December 23, 2002, January 8, 2003, December 22, 2003 and January 8, 2004, GS Inc. entered into a Registration Rights Instrument and five substantially similar Supplemental Registration Rights Instruments (the “Charitable Supplements”). The following is a description of the Registration Rights Instrument, as supplemented by the Charitable Supplements. The Registration Rights Instrument and the Charitable Supplements are filed as Exhibits to this Schedule, and the following summary of these agreements is qualified in its entirety by reference thereto.

-11-

Pursuant to the Registration Rights Instrument and the Charitable Supplements, GS Inc. has agreed to register the donated shares of Common Stock for resale by charitable foundations and public charities. GS Inc. has agreed in the Registration Rights Instrument and the Charitable Supplements to pay all of the fees and expenses relating to the offering by the charitable organizations, other than any agency fees and commissions or underwriting commissions or discounts or any transfer taxes incurred by the charitable organizations in connection with their resales. GS Inc. also has agreed to indemnify the charitable organizations against certain liabilities, including those arising under the Securities Act.

GS Inc. may amend the Registration Rights Instrument and the Charitable Supplements in any manner that it deems appropriate, without the consent of any charitable organization. However, GS Inc. may not make any amendment that would cause the shares of Common Stock to fail to be “qualified appreciated stock” within the meaning of Section 170 of the Internal Revenue Code. In addition, GS Inc. may not make any amendment that would materially and adversely affect the rights of any charitable organization without the consent of a majority of the materially and adversely affected charitable organizations.

REGISTRATION RIGHTS INSTRUMENT FOR FORMER EMPLOYEE MANAGING DIRECTORS

In connection with the sale by certain Covered Persons (the “Former Employee Managing Directors”) of shares of Common Stock acquired from GS Inc. pursuant to the terms of restricted stock units, GS Inc. entered into a Supplemental Registration Rights Instrument (the “EMD Supplement”), which supplements the Registration Rights Instrument referred to above. The following is a description of the Registration Rights Instrument, as supplemented by the EMD Supplement. The Registration Rights Instrument and the EMD Supplement are filed as Exhibits to this Schedule, and the following summary of these agreements is qualified in its entirety by reference thereto.

Pursuant to the Registration Rights Instrument and the EMD Supplement, GS Inc. has agreed to pay all of the fees and expenses relating to the registered offering of shares of Common Stock held by the Former Employee Managing Directors, other than any agency fees and commissions or underwriting commissions or discounts or any transfer taxes incurred by the Former Employee Managing Directors in connection with the sales. GS Inc. also has agreed to indemnify the Former Employee Managing Directors against certain liabilities, including those arising under the Securities Act.

DERIVATIVE INSTRUMENTS

Certain Covered Persons have entered into derivative transactions with regard to shares of Common Stock as described in Annex F.

-12-

Material to be Filed as Exhibits


Exhibit		Description

A.		Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit G to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)).

B.		Supplemental Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit H to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)).

C.		Form of Counterpart to Shareholders’ Agreement for former profit participating limited partners of The Goldman Sachs Group, L.P. (incorporated by reference to Exhibit I to Amendment No. 2 to the Initial Schedule 13D, filed June 21, 2000 (File No. 005-56295)).

D.		Form of Counterpart to Shareholders’ Agreement for non-individual former owners of Hull and Associates, L.L.C. (incorporated by reference to Exhibit K to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)).

E.		Form of Counterpart to Shareholders’ Agreement for non-U.S. corporations (incorporated by reference to Exhibit L to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)).

F.		Form of Counterpart to Shareholders’ Agreement for non-U.S. trusts (incorporated by reference to Exhibit M to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)).

G.		Supplemental Registration Rights Instrument, dated as of June 19, 2000 (incorporated by reference to Exhibit R to Amendment No. 5 to the Initial Schedule 13D, filed August 2, 2000 (File No. 005-56295)).

H.		Power of Attorney (incorporated by reference to Exhibit X to Amendment No. 14 to the Initial Schedule 13D, filed March 29, 2001 (File No. 005-56295)).

I.		Supplemental Registration Rights Instrument, dated as of December 21, 2000 (incorporated by reference to Exhibit AA to Amendment No. 12 to the Initial Schedule 13D, filed January 23, 2001 (File No. 005-56295)).

J.		Supplemental Registration Rights Instrument, dated as of December 21, 2001 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-74006) filed by The Goldman Sachs Group, Inc.).

K.		Supplemental Registration Rights Instrument, dated as of December 20, 2002 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-101093) filed by The Goldman Sachs Group, Inc.).

L.		Form of Written Consent Relating to Sale and Purchase of Common Stock (incorporated by reference to Exhibit FF to Amendment No. 35 to the Initial Schedule 13D, filed January 8, 2003 (File No. 005-56295)).

M.		Supplemental Registration Rights Instrument, dated as of December 19, 2003 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-110371) filed by The Goldman Sachs Group, Inc.).

-13-

ANNEX D


ITEM 5(A).		DESCRIPTION OF SHARES AS TO WHICH THERE IS A RIGHT TO ACQUIRE EXERCISABLE WITHIN 60 DAYS.

An aggregate of 10,352,699 shares of Common Stock are deliverable to Covered Persons upon the exercise of stock options, all of which have vested and are exercisable. This share amount includes the gross number of shares of Common Stock underlying these options, which are included in the aggregate number of shares beneficially owned by the Covered Persons under Rule 13d-3(d)(1) because they represent a right to acquire beneficial ownership within 60 days of the date hereof. Upon the exercise of stock options, a net amount of shares will be actually delivered to the Covered Person, with some shares withheld for tax payments, to fund the option strike price or for other reasons. The net shares delivered to the Covered Person will continue to be included in aggregate number of shares beneficially owned by the Covered Persons. The withheld shares will cease to be beneficially owned by any Covered Person, and will no longer be included in the aggregate number of shares beneficially owned by Covered Persons.

Prior to delivery, the shares are included in Sixty Day Shares because the Covered Persons do not have the right to vote the shares. Upon delivery, the shares become Voting Shares.

-18-

ANNEX E


ITEM 5(C).		DESCRIPTION OF ALL TRANSACTIONS IN THE COMMON STOCK EFFECTED BY COVERED PERSONS OR REPORTING ENTITIES IN THE PAST 60 DAYS AND NOT PREVIOUSLY REPORTED ON SCHEDULE 13D.

On November 30, 2007, pursuant to the terms under the firm’s equity compensation programs, 869,299 shares were delivered to an escrow account for the benefit of certain Covered Persons and became Other Shares; 146,618 shares were delivered to Covered Persons and became Voting Shares. On January 7, 2008, 199,911 Other Shares that were formerly held in escrow for the benefit of certain Covered Persons were delivered to Covered Persons and became Voting Shares. In addition, on January 7, 2008, 5,195,572 shares of Common Stock were delivered to Covered Persons pursuant to the terms of restricted stock units and became Voting Shares.

The following sales of Voting Shares were made by the following Covered Persons or Reporting Entities through one or more subsidiaries of GS Inc. for cash on the New York Stock Exchange:


Covered Person	Trade Date	Number of Shares		Price Per Share (in $)
Gregg R. Lemkau	December 19, 2007		595		204.85
James A. McNamara	December 19, 2007		215		204.42
Robert Litterman	December 19, 2007		25,000		202.01
Timothy H. Moe	December 19, 2007		2,160		202.00
Rumiko Hasegawa	December 31, 2007		1,000		213.00
Rumiko Hasegawa	December 31, 2007		1,000		215.00
Rumiko Hasegawa	January 4, 2008		327		202.00
Allan S. Marson	January 7, 2008		5,143		198.50
Colin J. Corgan	January 7, 2008		12,944		196.96
David B. Heller	January 7, 2008		3,925		198.29
David B. Philip	January 7, 2008		5,000		195.59
Ivan Ross	January 7, 2008		750		193.54
Jeffrey B. Goldenberg	January 7, 2008		2,000		197.05
Jonathan A. Beinner	January 7, 2008		14,835		198.47
Juan A. Del Rivero	January 7, 2008		100		193.93
Juan A. Del Rivero	January 7, 2008		100		194.02
Juan A. Del Rivero	January 7, 2008		200		193.97
Juan A. Del Rivero	January 7, 2008		245		194.03
Juan A. Del Rivero	January 7, 2008		300		193.90
Juan A. Del Rivero	January 7, 2008		1,200		193.98
Juan A. Del Rivero	January 7, 2008		2,000		194.00
Juan A. Del Rivero	January 7, 2008		2,800		193.91
Luca D. Ferrari	January 7, 2008		1,825		198.50
Marc O. Nachmann	January 7, 2008		3,000		197.77
Margaret J. Holen	January 7, 2008		3,359		198.18
Mark E. Agne	January 7, 2008		5,518		194.67
Michael L. Dweck	January 7, 2008		2,000		193.79
Peter C. Oppenheimer	January 7, 2008		3,000		194.05
Raanan A. Agus	January 7, 2008		8,000		192.56
Raymond J. Iwanowski	January 7, 2008		1,000		192.68
Robert Litterman	January 7, 2008		25,944		195.43
Rumiko Hasegawa	January 7, 2008		536		198.50
Stacy Bash-Polley	January 7, 2008		7,000		195.62
Stephen J. McGuinness	January 7, 2008		16,790		193.25
Stephen M. Scherr	January 7, 2008		3,800		198.59
Steven M. Barry	January 7, 2008		2,814		198.50
Steven M. Bunson	January 7, 2008		1,003		198.50
O’Neill 2004 Trust	January 7, 2008		29,042		197.66
Thomas D. Teles	January 7, 2008		4,715		196.73

-19-

The following sales of Voting Shares were made by the following Covered Persons through an affiliate of Mellon Investor Services LLC for cash on the New York Stock Exchange:


Covered Person	Trade Date	Number of Shares		Price Per Share (in $)
Andrew F. Wilson	January 7, 2008		1,667		194.60
Antigone Loudiadis	January 7, 2008		769		194.60
Carl Faker	January 7, 2008		266		194.60
Carsten Kengeter	January 7, 2008		415		194.60
Casper W. Von Koskull	January 7, 2008		504		194.60
Christoph W. Stanger	January 7, 2008		493		194.60
Christopher M. Barter	January 7, 2008		282		194.60
Diego De Giorgi	January 7, 2008		453		194.60
Driss Ben Brahim	January 7, 2008		2,509		194.60
Edward K. Eisler	January 7, 2008		4,813		194.60
Edward M. Siskind	January 7, 2008		2,344		194.60
Frantois-Xavier de Mallmann	January 7, 2008		531		194.60
Gordon E. Dyal	January 7, 2008		739		194.60
Hughes B. Lepic	January 7, 2008		7,874		194.60
Jean A. De Pourtales	January 7, 2008		3,589		194.60
Johannes M. Boomaars	January 7, 2008		581		194.60
John J. Rafter	January 7, 2008		150		194.60
Juan A. Del Rivero	January 7, 2008		1,114		194.60
Lorenzo Grabau	January 7, 2008		1,234		194.60
Michael G. De Lathauwer	January 7, 2008		660		194.60
Nicholas H. Weber	January 7, 2008		32		194.60
Paolo Zannoni	January 7, 2008		1,540		194.60
Philippe J. Altuzarra	January 7, 2008		1,056		194.60
Richard H. Powers	January 7, 2008		1,341		194.60
Richard J. Gnodde	January 7, 2008		2,040		194.32
Salvatore Di Stasi	January 7, 2008		1,262		194.60
Samuel J. Wisnia	January 7, 2008		290		194.60
Sanaz Zaimi	January 7, 2008		1,143		194.60
Stephen C. Fitzgerald	January 7, 2008		1,216		194.60
Theodore T. Sotir	January 7, 2008		8		194.60
Yoel Zaoui	January 7, 2008		2,947		194.60
Yusuf A. Aliredha	January 7, 2008		1,073		194.60
Zubin P. Irani	January 7, 2008		502		194.60

The following purchases of Voting Shares were made by the following Covered Persons through one or more subsidiaries of GS Inc. for cash on the New York Stock Exchange:


Covered Person	Trade Date	Number of Shares		Price Per Share (in $)
Jonathan S. Sobel	December 19, 2007		5,000		202.00
Richard T. Ong	January 4, 2008		18,116		202.00

-20-

The following purchases and sales of Other Shares were made by family members of the following Covered Persons or by estate planning entities (which are not Reporting Entities) established by the following Covered Persons through one or more subsidiaries of GS Inc. for cash on the New York Stock Exchange:

Number of

Price Per Share

Covered Person

Purchase or Sale

Trade Date

Shares

(in $)

Enrico S. Gaglioti

Purchase

January 4, 2008

150

200.62

Ryan D. Limaye

Sale

January 7, 2008

2,000

198.50

David G. Shell

Sale

January 7, 2008

3,093

198.50

The following cashless exercises of stock options were effected by the following Covered Persons, with the indicated number of underlying shares sold through an affiliate of Mellon Investor Services LLC for cash on the New York Stock Exchange:


		Number		Strike		Sales		Number		Number
		of		Price		Price		of Shares		of Shares
Covered Person	Date of Exercise	Options		(in $)		(in $)		Sold		Retained
H. John Gilbertson, Jr.	December 21, 2007		1,000		78.87		209.80		1,000		0
H. John Gilbertson, Jr.	December 21, 2007		22,763		91.61		209.85		22,763		0
H. John Gilbertson, Jr.	December 21, 2007		7,315		78.87		209.78		4,565		2,750
Keith L. Hayes	December 21, 2007		4,107		78.87		209.43		4,107		0
Keith L. Hayes	December 21, 2007		4,410		96.08		209.09		4,410		0
Keith L. Hayes	December 21, 2007		5,784		82.875		209.15		5,784		0
Keith L. Hayes	December 21, 2007		6,132		91.61		209.06		6,132		0
Nicholas F. Burgin	December 26, 2007		11,172		91.61		215.00		11,172		0

The following charitable contributions and other transfers of shares in transactions for which no consideration was received were made by the following Covered Persons:


				Acquisition or
Covered Person	Transfer Date	Number of Shares		Disposition
Margaret J. Holen	December 13, 2007		980	Acquisition
Kendrick R. Wilson III	December 19, 2007		5,000	Disposition
Mark B. Florian	December 19, 2007		465	Disposition
Paul D. Bernard	December 19, 2007		887	Disposition
Peter S. Kraus	December 19, 2007		492	Disposition
Arthur J. Peponis	December 20, 2007		74	Disposition
Melissa R. Brown	December 20, 2007		150	Disposition
Robert C. King Jr.	December 20, 2007		346	Disposition
Silverio Foresi	December 20, 2007		49	Disposition
Joseph H. Gleberman	December 21, 2007		10,000	Disposition
Peter S. Kraus	December 21, 2007		4,820	Disposition
John F.W. Rogers	December 24, 2007		3,804	Disposition
Paul M. Russo	December 26, 2007		47	Disposition
James C. Katzman	December 28, 2007		1,805	Disposition
Lloyd C. Blankfein	December 28, 2007		2,400	Disposition
Linnea K. Conrad	December 31, 2007		168	Disposition
Robert J. Pace	December 31, 2007		732	Disposition
Robert J. Pace	January 2, 2008		1,014	Disposition

-21-

ANNEX F


ITEM 6.		DESCRIPTION OF POSITIONS IN DERIVATIVE INSTRUMENTS OF COVERED PERSONS OR REPORTING ENTITIES.

The following Covered Persons or Reporting Entities have written American-style standardized call options or purchased American-Style standardized put options on Voting Shares with the following terms:

Call Written

Strike

or Put

Number of

Price

Covered Person

Purchased

Shares

(in $)

Transaction Date

Maturity Date

Jean A. De Pourtales

Call Written

5,400

150

May 14, 2007

January 19, 2008

Christopher A. Cole

Call Written

10,000

250

May 15, 2007

January 19, 2008

Stephen R. Pierce

Call Written

6,000

250

May 15, 2007

January 19, 2008

David M. Ryan *

Call Written

30,000

270

June 21, 2007

January 19, 2008

David H. Voon

Call Written

1,000

240

July 2, 2007

January 19, 2008

William C. Montgomery

Call Written

4,300

220

September 25, 2007

January 19, 2008

Peter K. Tomozawa

Call Written

4,500

230

September 27, 2007

January 19, 2008

Jack Levy

Call Written

60,000

230

October 1, 2007

April 19, 2008

Christopher A. Cole

Call Written

5,000

300

October 9, 2007

January 17, 2009

Ransom 2004 Settlement

Call Written

2,600

240

October 16, 2007

January 19, 2008

Ransom 2004 Settlement

Call Written

2,600

250

October 16, 2007

January 19, 2008

Michael J. Carr

Call Written

11,000

250

October 25, 2007

April 19, 2008

Tracy R. Wolstencroft

Call Written

50,000

300

October 26, 2007

April 19, 2008

C. Howard Wietschner

Call Written

200

210

December 19, 2007

January 19, 2008

Jeffrey M. Moslow

Call Written

4,900

230

December 21, 2007

April 19, 2008

C. Howard Wietschner

Call Written

1,200

200

January 4, 2008

February 16, 2008

C. Howard Wietschner

Call Written

800

210

January 4, 2008

February 16, 2008

C. Howard Wietschner

Call Written

500

195

January 7, 2008

February 16, 2008

Enrico S. Gaglioti

Call Written

4,500

210

January 7, 2008

April 19, 2008

Enrico S. Gaglioti

Call Written

3,000

220

January 7, 2008

April 19, 2008


*		This option is held through an entity.

-22-

EXHIBIT INDEX


Exhibit		Description

A.		Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit G to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)).

B.		Supplemental Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit H to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)).

C.		Form of Counterpart to Shareholders’ Agreement for former profit participating limited partners of The Goldman Sachs Group, L.P. (incorporated by reference to Exhibit I to Amendment No. 2 to the Initial Schedule 13D, filed June 21, 2000 (File No. 005-56295)).

D.		Form of Counterpart to Shareholders’ Agreement for non-individual former owners of Hull and Associates, L.L.C. (incorporated by reference to Exhibit K to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)).

E.		Form of Counterpart to Shareholders’ Agreement for non-U.S. corporations (incorporated by reference to Exhibit L to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)).

F.		Form of Counterpart to Shareholders’ Agreement for non-U.S. trusts (incorporated by reference to Exhibit M to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)).

G.		Supplemental Registration Rights Instrument, dated as of June 19, 2000 (incorporated by reference to Exhibit R to Amendment No. 5 to the Initial Schedule 13D, filed August 2, 2000 (File No. 005-56295)).

H.		Power of Attorney (incorporated by reference to Exhibit X to Amendment No. 14 to the Initial Schedule 13D, filed March 29, 2001 (File No. 005-56295)).

I.		Supplemental Registration Rights Instrument, dated as of December 21, 2000 (incorporated by reference to Exhibit AA to Amendment No. 12 to the Initial Schedule 13D, filed January 23, 2001 (File No. 005-56295)).

J.		Supplemental Registration Rights Instrument, dated as of December 21, 2001 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-74006) filed by The Goldman Sachs Group, Inc.).

K.		Supplemental Registration Rights Instrument, dated as of December 20, 2002 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-101093) filed by The Goldman Sachs Group, Inc.).

L.		Form of Written Consent Relating to Sale and Purchase of Common Stock (incorporated by reference to Exhibit FF to Amendment No. 35 to the Initial Schedule 13D, filed January 8, 2003 (File No. 005-56295)).

M.		Supplemental Registration Rights Instrument, dated as of December 19, 2003 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-110371) filed by The Goldman Sachs Group, Inc.).


	ITEM 1. Security and Issuer
	ITEM 2. Identity and Background
	ITEM 3. Source and Amount of Funds or Other Consideration
	ITEM 4. Purpose of Transactions
	ITEM 5. Interest in Securities of the Issuer
	ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
SIGNATURES
EXHIBIT INDEX


				Convictions or	Beneficial
				Violations of	Ownership of the
				Federal or State	Common Stock of The
				Laws within the	Goldman Sachs
Name	Citizenship	Business Address	Present Employment	Last Five Years	Group, Inc.
Steven M. Bunson	USA	85 Broad Street New York, NY 10004	Managing Director, The Goldman Sachs Group, Inc.	None	Less than 1% of the outstanding shares of Common Stock.

Michael H. Richardson	UK	26 New Street, St. Helier, Jersey, JE4 3RA	Partner, Bedell Cristin	None	None

Anthony J. Dessain	UK	26 New Street, St. Helier, Jersey, JE4 3RA	Partner, Bedell Cristin	None	None

/s/ Beverly L. O’Toole

Beverly L. O’Toole

Attorney-in-Fact


Exhibit		Description

N.		Amended and Restated Shareholders’ Agreement, effective as of the close of business on June 22, 2004 (incorporated by reference to Exhibit M to Amendment No. 54 to the Initial Schedule 13D, filed June 22, 2004 (File No. 005-56295)).


ITEMS 2(D) AND 2(E).		INFORMATION REQUIRED AS TO CERTAIN PROCEEDINGS.


ITEM 4.		PLANNED DISPOSITION OF SECURITIES OF THE ISSUER BY COVERED PERSONS OR REPORTING ENTITIES.