We have not authorized anyone to provide any information or to make any representations other than those contained in this Pricing Supplement and the Offering Circular. Neither this Pricing Supplement nor the Offering Circular constitutes an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation. Neither the delivery of this Pricing Supplement or the Offering Circular, nor any sale made hereunder or thereunder, shall, under any circumstances, create any implication that there has been no change in the affairs of The Goldman Sachs Group, Inc. since the date hereof or thereof or that the information contained herein or therein is correct as of any time subsequent to its date.

                   Neither the U.S. Securities and Exchange Commission (the “SEC”) nor the regulatory authority of any other jurisdiction has passed upon the accuracy or adequacy of this Pricing Supplement or the Offering Circular.

                                                     S-4

                   Any person making the decision to acquire the notes shall be deemed, on behalf of itself and the holder, by acquiring and holding the notes or exercising any rights related thereto, to represent that:

                   (i) the funds that the holder is using to acquire the notes are not the assets of an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a plan described in and subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), a governmental plan subject to any federal, state or local law that is similar to the provisions of Section 406 of ERISA or Section 4975 of the Code, or an entity whose underlying assets include “plan assets” by reason of Department of Labor regulation section 2510.3-101, as modified by Section 3(42) of ERISA, or otherwise; or

                   (ii)(A) the holder will receive no less and pay no more than “adequate consideration” (within the meaning of Section 408(B)(17) of ERISA and Section 4975(f)(10) of the Code) in connection with the purchase and holding of the notes; (B) none of the purchase, holding or disposition of the notes or the exercise of any rights related to the notes will result in a non- exempt prohibited transaction under ERISA or the Code (or with respect to a governmental plan, under any similar applicable law or regulation); and (C) neither The Goldman Sachs Group, Inc. nor any of its affiliates is a “fiduciary” (within the meaning of Section 3(21) of ERISA (or any regulations thereunder) or, with respect to a governmental plan, under any similar applicable law or regulation) with respect to the purchaser or holder in connection with such person’s acquisition, disposition or holding of the notes, or as a result of any exercise by The Goldman Sachs Group, Inc. or any of its affiliates of any rights in connection with the notes, and no advice provided by The Goldman Sachs Group, Inc. or any of its affiliates has formed a primary basis for any investment decision by or on behalf of such purchaser or holder in connection with the notes and the transactions contemplated with respect to the notes.

                   ADDITIONAL INVESTMENT CONSIDERATIONS SPECIFIC TO YOUR NOTE

             Assuming No Changes in Market Conditions and Other Relevant Factors, the Value of Your Note on the Date of This Pricing Supplement (As Determined by Reference to Pricing Models Used by Goldman Sachs) May Be Significantly Less than the Original Issue Price

                The value or quoted price of your note at any time will reflect many factors and cannot be predicted. If Goldman Sachs makes a market in the notes, the price quoted by us or our affiliates for your note would reflect any changes in market conditions and other relevant factors, including a deterioration in our creditworthiness or perceived creditworthiness whether measured by our credit ratings or other credit measures. These changes may adversely affect the market price of your notes, including the price you may receive for your notes in any market making transaction. In addition, even if our creditworthiness does not decline, the value of your note on the trade date may be significantly less than the original price taking into account our credit spreads on that date. The quoted price could be higher or lower than the original issue price, and may be higher or lower than the value of your note as determined by reference to pricing models used by Goldman Sachs.

                If at any time a third party dealer quotes a price to purchase your note or otherwise values your note, that price may be significantly different (higher or lower) than any price quoted by Goldman Sachs. See “Risk Factors — Considerations Relating to Notes Generally — The Market Price of Any Notes We May Issue May Be Influenced by Many Unpredictable Factors and If You Buy a Note and Sell It Prior to the Stated Maturity Date, You May Receive Less Than the Face Amount of Your Note” in the Offering Circular.

                Furthermore, if you sell your note, you will likely be charged a commission for secondary market transactions, or the price will likely reflect a dealer discount. There is no assurance that Goldman Sachs or any other party will be willing to purchase your note, and in this regard Goldman Sachs is not obligated to make a market in your note. See “Risk Factors—Considerations Relating to Notes Generally—Any Notes We May Issue May Not Have an Active Trading Market” in the Offering Circular.

             The Market Price of the Notes May Be

             Influenced by Many Unpredictable Factors and If You Sell Your Note Prior to the Stated Maturity Date, You May Receive Less Than the Accreted Value of Your Note

                 The following factors, most of which are beyond our control, will influence the market price of the notes:

              economic, military, financial, regulatory, political, terrorist and other events that affect securities generally;

              interest and yield rates in the market;

              the time remaining until a note matures; and

              our creditworthiness. As a result of these and other factors, if you sell your note prior to maturity, you may receive less than the accreted value of your note. Moreover, these factors interrelate in complex ways, and the effect of one factor may offset or enhance the effect of another factor.

             The Notes May Not Have an Active Trading Market

                 We have appointed KGI Securities Co. Ltd., and KGI Securities Co. Ltd. has agreed to act, as the liquidity provider for providing quotations in respect of the notes listed on the TPEx in accordance with Article 24-1 of the TPEx Rules and the relevant regulations.

                 Neither we, nor any of our affiliates, have any obligation to make a market in the notes. Even if a secondary market for the notes develops, it may not provide significant liquidity. The transaction costs in any such secondary market may be high. As a result, the difference between bid and asked prices for the note in any secondary market could be substantial.

             Listing of the Notes on TPEx

                 Application will be made for the listing of the notes on the TPEx. No assurance can be given as to whether the notes will be, or will remain,

             listed on the TPEx. If the notes fail to or cease to be listed on the TPEx, certain investors may not invest in, or continue to hold or invest in, the notes.

             We Have the Right to Redeem Your Note at Our Option

                On each early redemption date listed above, we will have the option to redeem your notes at a price equal to the product of (i) the face amount outstanding on such early redemption date, multiplied by (ii) the relevant early

                                                     S-7 redemption amount listed above which corresponds to such early redemption date, by notice to Euroclear Bank SA/NV and Clearstream Banking, société anonyme, no fewer than five (5) business days prior to the relevant early redemption date. Even if we do not exercise this option, our ability to do so may adversely affect the value of your notes.

                          ADDITIONAL INFORMATION ABOUT THE PLAN OF DISTRIBUTION

Section label: Distribution Plan