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 *
PAULSON HENRY M JR
  2. Issuer Name and Ticker or Trading Symbol
GOLDMAN SACHS GROUP INC/ [GS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman of the Board and CEO
(Last)
(First)
(Middle)
C/O GOLDMAN, SACHS & CO., 85 BROAD STREET
3. Date of Earliest Transaction (Month/Day/Year)
12/13/2005
(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
Common Stock, par value $0.01 per share 12/13/2005   A   224,777 (1) (2) A (2) 3,982,408 D  
Common Stock, par value $0.01 per share 12/13/2005   F   89,910 D (3) 3,892,498 D  

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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
Nonqualified Stock Options (right to buy) $ 131.64 12/13/2005   A   220,392 (4)     (4) 11/27/2015 Common Stock 220,392 $ 0 220,392 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PAULSON HENRY M JR
C/O GOLDMAN, SACHS & CO.
85 BROAD STREET
NEW YORK,, NY 10004
  X     Chairman of the Board and CEO  

Signatures

 /s/ Roger S. Begelman, Attorney-in-fact   12/15/2005
**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) The shares, together with the Stock Options described in Table II, represent the Reporting Person's entire compensation other than base salary for the Issuer's 2005 fiscal year, as he is not receiving any cash bonus. The Reporting Person was the highest paid executive officer of the Issuer for the Issuer's 2005 fiscal year.
(2) The number of shares awarded to the Reporting Person was determined by dividing $30,147,000 by $134.12 (the closing price of the Issuer's Common Stock on the New York Stock Exchange ("NYSE") on November 25, 2005, the last day of the Issuer's 2005 fiscal year). Of these shares, 89,910 vested immediately upon grant and were withheld for tax purposes, with the remaining 134,867 vesting on November 28, 2008; the unvested shares are subject to restrictions on transfer and will generally be transferable, without the payment of any consideration, in January 2009.
(3) The shares that were withheld for tax purposes were withheld at a value of $130.20, the average of the high and low prices of the Issuer's Common Stock on the NYSE on the date of grant.
(4) The value of each Stock Option, based on a binomial option valuation method, was $32.91. Of these Stock Options, 40% vested immediately upon grant, with the remaining 60% vesting on November 28, 2008. The Stock Options become exercisable in January 2009, although the underlying shares are subject to transfer restrictions until January 2010.

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