Edgar Filing: GOLDMAN SACHS GROUP INC

Ownership Submission

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â SHERWOOD MICHAEL S.

2. Date of Event Requiring Statement (Month/Day/Year)
02/27/2008

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

(Last)

(First)

(Middle)

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

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Vice Chairman

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

(Street)

NEW YORK,Â NYÂ 10004

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	135,164	I	See footnote ⁽¹⁾
Common Stock, par value $0.01 per share	58,850	I	See footnote ⁽²⁾
Common Stock, par value $0.01 per share	7,302	I	See footnote ⁽³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock, par value $0.01 per share	255,245	$ ⁽⁴⁾	D	Â
Nonqualified Stock Options (right to buy)	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock, par value $0.01 per share	1,003,902	$ ⁽⁵⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SHERWOOD MICHAEL S. C/O GOLDMAN, SACHS & CO. 85 BROAD STREET NEW YORK,Â NYÂ 10004	Â	Â	Â Vice Chairman	Â

Signatures

/s/ Roger S. Begelman, Attorney-in-fact		03/10/2008
^**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)	Held by spouse.
(2)	Reported for informational purposes only. Held through a trust over which the Reporting Person has no investment control and the sole trustee of which is a third-party institution. In accordance with Rule 16a-8, the Reporting Person disclaims beneficial ownership of these shares.
(3)	Held through a trust, the sole trustees of which are the Reporting Person and his spouse and the sole beneficiaries of which are the Reporting Person and his immediate family members.
(4)	These Restricted Stock Units ("RSUs") are vested and shares underlying these RSUs will generally become deliverable, without the payment of any consideration, on dates ranging from January 2009 to January 2011.
(5)	The exercise prices for the Stock Options range from $78.87 to $204.16, with varying expiration dates from November 26, 2010 to November 24, 2017. All of these Stock Options are vested and all are exercisable or will become exercisable on dates ranging from January 2009 to January 2011.

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