FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person *   Cooper Edith W 2. Date of Event Requiring Statement (Month/Day/Year) 04/04/2011 3. Issuer Name and Ticker or Trading Symbol GOLDMAN SACHS GROUP INC [GS] (Last) (First) (Middle) C/O GOLDMAN, SACHS & CO., 200 WEST STREET 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Global Head of HCM 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NEW YORK, NY 10282 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock, par value $0.01 per share 20,869 (1) D   Common Stock, par value $0.01 per share 5,710 I See footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	  (3)	  (3)	Common Stock, par value $0.01 per share	98,169	$ (3)	D	Â
Nonqualified Stock Options (right to buy)	  (4)	  (4)	Common Stock, par value $0.01 per share	133,147	$ (4)	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cooper Edith W C/O GOLDMAN, SACHS & CO. 200 WEST STREET NEW YORK, NY 10282	Â	Â	  EVP, Global Head of HCM	Â

Signatures

/s/ Beverly L. O'Toole, Attorney-in-fact		04/13/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Certain of these shares cannot be transferred before dates ranging from January 2014 to January 2015.
(2)	Held through a trust, the sole trustee of which is the Reporting Person's spouse and the sole beneficiaries of which are immediate family members of the Reporting Person. The Reporting Person disclaims beneficial ownership of these shares.
(3)	These Restricted Stock Units ("RSUs") either are vested or will vest upon the earlier of (a) dates ranging from December 31, 2011 to December 31, 2012 and (b) the Reporting Person's retirement. These RSUs will generally convert into shares of the Issuer's common stock on dates ranging from January 2012 to January 2014. Substantially all of the common stock that will be delivered pursuant to these RSUs cannot be transferred before dates ranging from January 2014 to January 2016.
(4)	The exercise prices for the stock options range from $78.78 to $91.61, with varying expiration dates from November 25, 2011 to December 31, 2018. All of these stock options either are vested or will vest upon the earlier of (a) December 31, 2011 and (b) the Reporting Person's retirement, and all either are exercisable or will become exercisable in January 2012. If certain of the stock options are exercised, the underlying shares of common stock cannot be transferred before January 2014.

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