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 *
  GNODDE RICHARD J
2. Date of Event Requiring Statement (Month/Day/Year)
01/01-05:00/2017
3. Issuer Name and Ticker or Trading Symbol
GOLDMAN SACHS GROUP INC [GS]
(Last)
(First)
(Middle)
C/O GOLDMAN, SACHS & CO., 200 WEST STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
Vice Chairman
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10282
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 167,927 (1)
D
 

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (2)   (2) Common Stock, par value $0.01 per share 113,055 $ (2) D  
Nonqualified Stock Options (right to buy)   (3)   (3) Common Stock, par value $0.01 per share 110,760 $ (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GNODDE RICHARD J
C/O GOLDMAN, SACHS & CO.
200 WEST STREET
NEW YORK, NY 10282
      Vice Chairman  

Signatures

/s/ Beverly L. O'Toole, Attorney-in-fact 01/11-05:00/2017
**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) Certain of these shares cannot be transferred before dates ranging from January 2017 to January 2020.
(2) A portion of these Restricted Stock Units ("RSUs") were granted in January 2015, with the remainder granted in January 2016. These RSUs are fully vested and will generally convert into shares of the Issuer's common stock on dates ranging from January 2017 to January 2019. The shares of common stock delivered pursuant to these RSUs generally cannot be sold or transferred before January 2020 (with respect to RSUs granted in January 2015) and January 2021 (with respect to RSUs granted in January 2016).
(3) The exercise price for these stock options is $204.16, and their expiration date is November 24, 2017. All of these stock options are vested and exercisable.

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