Edgar Filing: PALM GREGORY K

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

PALM GREGORY K

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

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive VP - General Counsel

(Last)

(First)

(Middle)

C/O GOLDMAN, SACHS & CO., 85 BROAD STREET

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

(Street)

NEW YORK,, NY 10004

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

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Year-End Restricted Stock Units

⁽¹⁾

12/19/2007

25,037

⁽¹⁾

Common Stock

25,037

⁽¹⁾

25,037

DSP Base Restricted Stock Units

⁽²⁾

12/19/2007

9,797

⁽²⁾

Common Stock

9,797

⁽²⁾

9,797

DSP Discount Restricted Stock Units

⁽³⁾

12/19/2007

3,266

⁽³⁾

Common Stock

3,266

⁽³⁾

3,266

Year-End Nonqualified Stock Options

$ 204.16

12/19/2007

71,572 ⁽⁴⁾

⁽⁴⁾

11/24/2017

Common Stock

71,572

$ 0

71,572

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PALM GREGORY K C/O GOLDMAN, SACHS & CO. 85 BROAD STREET NEW YORK,, NY 10004			Executive VP - General Counsel

Signatures

/s/ Roger S. Begelman, Attorney-in-fact		12/21/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These year-end Restricted Stock Units ("RSUs") will convert into shares of the Issuer's Common Stock in January 2011.
(2)	These Discount Stock Program Base RSUs were purchased by the Reporting Person at the closing price of the Issuer's Common Stock on the New York Stock Exchange on the grant date under the Issuer's Discount Stock Program, which allows eligible employees to acquire a limited number of RSUs at an effective 25% discount. In January 2008, these RSUs convert to Common Stock that generally cannot be transferred before January 2011.
(3)	These Discount Stock Program Discount RSUs were granted at no additional cost to effect the discount described in footnote (2). These RSUs generally convert to Common Stock in January 2011.
(4)	The value of each Stock Option for financial reporting purposes was $51.04. The Stock Options become exercisable in January 2011; if the Stock Options are exercised, the underlying Common Stock cannot be transferred before January 2013.

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