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 *
SHERWOOD MICHAEL S
  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
_____ Officer (give title below) _____ Other (specify below)
Vice Chairman
(Last)
(First)
(Middle)
C/O GOLDMAN, SACHS & CO., 200 WEST STREET
3. Date of Earliest Transaction (Month/Day/Year)
01/20-05:00/2015
(Street)

NEW YORK, NY 10282
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
Common Stock, par value $.01 per share 01/20-05:00/2015   A(1)   15,630 A $ 0 161,740 D  
Common Stock, par value $.01 per share 01/21-05:00/2015   F(2)   7,347 D (2) $ 175.63 154,393 D  
Common Stock, par value $.01 per share               124,620 I See footnote (3)

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
Year-End Restricted Stock Units (4) 01/20-05:00/2015   A   52,194     (4)   (4) Common Stock, par value $0.01 per share 52,194 $ 0 52,194 D  
Fixed Allowance Restricted Stock Units (5) 01/20-05:00/2015   A   36,469     (5)   (5) Common Stock, par value $.01 per share 36,469 $ 0 88,663 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SHERWOOD MICHAEL S
C/O GOLDMAN, SACHS & CO.
200 WEST STREET
NEW YORK, NY 10282
      Vice Chairman  

Signatures

 /s/ Beverly L. O'Toole, Attorney-in-fact   01/22-05:00/2015
**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 shares of the Issuer's common stock represent approximately 30% of the Reporting Person's equity fixed allowance for 2014. The other 70% is represented by restricted stock units ("RSUs") as described in footnote (5).
(2) Represents shares of the Issuer's common stock withheld to satisfy withholding obligations in connection with the delivery of the common stock described in footnote (1).
(3) Held by spouse.
(4) Approximately 80% of the shares of common stock underlying these 2014 year-end RSUs will be delivered in three approximately equal installments on or about each of the first, second and third anniversaries of the grant date, subject to other terms and conditions of the award agreement; the shares of common stock delivered pursuant to such RSUs generally cannot be sold or transferred before January 2020. The remainder of the shares of the Issuer's common stock underlying these RSUs will be delivered in July 2015, subject to other terms and conditions of the award agreement.
(5) These RSUs represent approximately 70% of the Reporting Person's equity fixed allowance for 2014. The shares of common stock underlying these RSUs will be delivered on the same schedule and have the same transfer restrictions as the equity described in the first sentence of footnote (4).

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