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 * GOLDMAN SACHS GROUP INC/   2. Issuer Name and Ticker or Trading Symbol Horsehead Holding Corp [ZINC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 85 BROAD ST 3. Date of Earliest Transaction (Month/Day/Year) 12/07/2007 (Street) NEW YORK, NY 10004 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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 Common Stock 12/07/2007   S   2,307,692 D $ 17.2 2,051,971 I See footnotes (1) (2) Common Stock 12/07/2007   S   3,102 D $ 17.5 2,048,869 I See footnotes (1) (2) Common Stock 12/07/2007   S   1,000 D $ 17.52 2,047,869 I See footnotes (1) (2) Common Stock 12/07/2007   S   2,400 D $ 17.55 2,045,469 I See footnotes (1) (2) Common Stock 12/07/2007   S   1,498 D $ 17.6 2,043,971 I See footnotes (1) (2) Common Stock 12/07/2007   S   500 D $ 17.7 2,043,471 I See footnotes (1) (2) Common Stock 12/07/2007   S   4,000 D $ 17.75 2,039,471 I See footnotes (1) (2) Common Stock 12/07/2007   S   2,500 D $ 17.8 2,036,971 I See footnotes (1) (2) Common Stock 12/07/2007   S   10,000 D $ 18 2,026,971 (3) I See footnotes (1) (2)

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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GOLDMAN SACHS GROUP INC/ 85 BROAD ST NEW YORK, NY 10004		X
GOLDMAN SACHS & CO 85 BROAD STREET NEW YORK, NY 10004		X

Signatures

/s/ Andrea Louro DeMar, Attorney-in-fact		12/11/2007
**Signature of Reporting Person		Date
/s/ Andrea Louro DeMar, Attorney-in-fact		12/11/2007
**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)	This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and, together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group.
(2)	On December 7, 2007, Goldman Sachs sold (the "Fund Shares") 2,307,692 shares of common stock, $0.01 par value per share ("Common Stock") of Horsehead Holding Corp. (the "Company") to Goldman Sachs Investment Partners Master Fund, L.P. ("GSIP"), a separate business unit within the Goldman organization. The price paid by GSIP to Goldman Sachs was $17.20 per share, which was the closing price of the Common Stock on the Nasdaq National Market on December 6, 2007. The securities reported herein may be deemed to have been beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any to the Company. As of December 7, 2007, Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 2,026,971 shares of Common Stock.
(3)	On December 7, 2007, as a result of the sales reported herein, the Reporting Persons ceased to be the beneficial owners of more than 10% of the Common Stock of the Company.

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