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 *
FORST EDWARD C
   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
__X__ Officer (give title below) _____ Other (specify below)
EVP - Chief Admin. Officer
(Last)
(First)
(Middle)
C/O GOLDMAN, SACHS & CO., 85 BROAD STREET		 3. Date of Earliest Transaction (Month/Day/Year)
12/15/2006
(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

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
Restricted Stock Units (1) 12/15/2006   A   46,520     (1)   (1) Common Stock 46,520 (1) 46,520 D  
Restricted Stock Units (2) 12/15/2006   A   13,346     (2)   (2) Common Stock 13,346 (2) 13,346 D  
Nonqualified Stock Options (right to buy) $ 199.84 12/15/2006   A   121,120 (3)     (3) 11/25/2016 Common Stock 121,120 $ 0 121,120 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FORST EDWARD C
C/O GOLDMAN, SACHS & CO.
85 BROAD STREET
NEW YORK,, NY 10004		       EVP - Chief Admin. Officer  

Signatures

 /s/ Roger S. Begelman, Attorney-in-fact   12/19/2006
**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) Of these Restricted Stock Units ("RSUs"), 40% vested immediately upon grant, with the remaining 60% vesting on November 27, 2009. The shares of Common Stock underlying these RSUs will be deliverable, without the payment of any consideration, in January 2010.
(2) 10,009 of the RSUs (the "Base RSUs") were acquired by the Reporting Person for $199.84 per RSU (the closing price of the Issuer's Common Stock on the New York Stock Exchange on the grant date), while the remaining RSUs (the "Discount RSUs") were granted to the Reporting Person at no additional cost to the Reporting Person. The Base RSUs are not forfeitable for any reason; shares of Common Stock underlying the Base RSUs generally will be delivered to the Reporting Person in January 2007, but generally cannot be transferred (other than as determined by the Issuer to satisfy certain of the Reporting Person's tax obligations) before January 2010. One-half of the Discount RSUs generally will vest in each of November 2008 and November 2009, and the shares of Common Stock underlying vested Discount RSUs generally will be delivered in January 2010, subject to certain terms and conditions.
(3) The value of each Stock Option, based on a binomial option valuation method, was $49.96. Of these Stock Options, 40% vested immediately upon grant, with the remaining 60% vesting on November 27, 2009. The Stock Options become exercisable in January 2010, although the underlying shares are subject to transfer restrictions until January 2011.

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