Sec Form 4 Filing - COHN GARY D @ GOLDMAN SACHS GROUP INC - 2012-11-26-05:00

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 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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1. Name and Address of Reporting Person COHN GARY D 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) President and COO (Last) (First) (Middle) C/O GOLDMAN, SACHS & CO., 200 WEST STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/26-05:00/2012 (Street) NEW YORK, NY10282 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/26-05:00/2012 M( 1 ) 30,000 A $ 78.87 613,584 D Common Stock, par value $0.01 per share 11/26-05:00/2012 S 14,754 D $ 119.1782 ( 2 ) 598,830 D Common Stock, par value $0.01 per share 11/26-05:00/2012 S 12,817 D $ 120.3096 ( 3 ) 586,013 D Common Stock, par value $0.01 per share 11/26-05:00/2012 S 2,429 D $ 120.6781 ( 4 ) 583,584 D Common Stock, par value $0.01 per share 11/27-05:00/2012 M( 1 ) 30,000 A $ 78.87 613,584 D Common Stock, par value $0.01 per share 11/27-05:00/2012 S 6,035 D $ 119.0084 ( 5 ) 607,549 D Common Stock, par value $0.01 per share 11/27-05:00/2012 S 10,207 D $ 119.9511 ( 6 ) 597,342 D Common Stock, par value $0.01 per share 11/27-05:00/2012 S 13,758 D $ 120.7728 ( 7 ) 583,584 D Common Stock, par value $0.01 per share 11/28-05:00/2012 M( 1 ) 30,000 A $ 78.87 613,584 D Common Stock, par value $0.01 per share 11/28-05:00/2012 S 13,525 D $ 117.1231 ( 8 ) 600,059 D Common Stock, par value $0.01 per share 11/28-05:00/2012 S 9,799 D $ 118.1186 ( 9 ) 590,260 D Common Stock, par value $0.01 per share 11/28-05:00/2012 S 6,676 D $ 119.014 ( 10 ) 583,584 D Common Stock, par value $0.01 per share 141,165 I See footnote ( 11 ) Common Stock, par value $0.01 per share 37,211 I See footnote ( 12 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) $ 78.87 11/26-05:00/2012 M 30,000 01/02-05:00/2006 11/30-05:00/2012 Common Stock, par value $0.01 per share 30,000 $ 0 60,000 D Nonqualified Stock Options (right to buy) $ 78.87 11/27-05:00/2012 M 30,000 01/02-05:00/2006 11/30-05:00/2012 Common Stock, par value $0.01 per share 30,000 $ 0 30,000 D Nonqualified Stock Options (right to buy) $ 78.87 11/28-05:00/2012 M 30,000 01/02-05:00/2006 11/30-05:00/2012 Common Stock, par value $0.01 per share 30,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COHN GARY D C/O GOLDMAN, SACHS & CO. 200 WEST STREET NEW YORK, NY10282 X President and COO Signatures /s/ Beverly L. O'Toole, Attorney-in-fact 11/28-05:00/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the exercise by the Reporting Person of Stock Options granted in November 2002 and scheduled to expire in November 2012. This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person. ( 2 )Reflects a weighted average sale price of $119.1782 per share, at prices ranging from $118.5700 to $119.5400 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 3 )Reflects a weighted average sale price of $120.3096 per share, at prices ranging from $119.5700 to $120.5600 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 4 )Reflects a weighted average sale price of $120.6781 per share, at prices ranging from $120.5700 to $120.8400 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 5 )Reflects a weighted average sale price of $119.0084 per share, at prices ranging from $118.4400 to $119.4300 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 6 )Reflects a weighted average sale price of $119.9511 per share, at prices ranging from $119.4400 to $120.4300 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 7 )Reflects a weighted average sale price of $120.7728 per share, at prices ranging from $120.4400 to $121.2900 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 8 )Reflects a weighted average sale price of $117.1231 per share, at prices ranging from $116.6500 to $117.6400 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 9 )Reflects a weighted average sale price of $118.1186 per share, at prices ranging from $117.6500 to $118.6400 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 10 )Reflects a weighted average sale price of $119.014 per share, at prices ranging from $118.6500 to $119.2700 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 11 )Held through a limited liability company. ( 12 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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