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 * SOLOMON DAVID M   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) President and Co-COO (Last) (First) (Middle) C/O GOLDMAN SACHS & CO. LLC, 200 WEST STREET 3. Date of Earliest Transaction (Month/Day/Year) 11/20-05:00/2017 (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 $0.01 per share 11/20-05:00/2017   M(1)   47,282 A $ 204.16 224,876 D   Common Stock, par value $0.01 per share 11/20-05:00/2017   F(2)   44,254 D (2) $ 238.78 180,622 D   Common Stock, par value $0.01 per share 11/20-05:00/2017   S   3,028 D $ 238.683 177,594 D   Common Stock, par value $0.01 per share 11/21-05:00/2017   M(1)   47,282 A $ 204.16 224,876 D   Common Stock, par value $0.01 per share 11/21-05:00/2017   F(2)   44,206 D (2) $ 239.42 180,670 D   Common Stock, par value $0.01 per share 11/21-05:00/2017   S   3,076 D $ 239.2826 177,594 D   Common Stock, par value $0.01 per share               15,760 I See footnote (3) Common Stock, par value $0.01 per share               500 I See footnote (4) Common Stock, par value $0.01 per share               500 I See footnote (5)

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

Nonqualified Stock Options (right to buy)

$ 204.16

11/20-05:00/2017

M

47,282

01/25-05:00/2011

11/24-05:00/2017

Common Stock, par value $0.01 per share

47,282

$ 0

47,282

D

Nonqualified Stock Options (right to buy)

$ 204.16

11/21-05:00/2017

M

47,282

01/25-05:00/2011

11/24-05:00/2017

Common Stock, par value $0.01 per share

47,282

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SOLOMON DAVID M C/O GOLDMAN SACHS & CO. LLC 200 WEST STREET NEW YORK, NY 10282			President and Co-COO

Signatures

/s/ Beverly L. O'Toole, Attorney-in-fact		11/22-05:00/2017
**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)	Reflects the exercise by the Reporting Person of Stock Options granted in December 2007 and scheduled to expire in November 2017. This transaction was automatically triggered pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person, without any additional action taken by the Reporting Person.
(2)	Represents shares of the Issuer's common stock withheld to fund the exercise price and to satisfy withholding obligations in connection with the exercise of the Stock Options described in footnote 1 above.
(3)	Held through trusts, 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.
(4)	Held by family member. The Reporting Person disclaims beneficial ownership of these shares.
(5)	Held by family member. The Reporting Person disclaims beneficial ownership of these shares.

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