FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FREDMAN SHEARA J

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/4/2019 

3. Issuer Name and Ticker or Trading Symbol

GOLDMAN SACHS GROUP INC [GS]

(Last)        (First)        (Middle)

C/O GOLDMAN SACHS & CO. LLC, 200 WEST STREET

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
Chief Accounting Officer /

(Street)

NEW YORK, NY 10282      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)

 

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


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 8065 (1)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (2) (2)Common Stock, par value $0.01 per share 10588  (2)D  

Explanation of Responses:
(1) Certain of these shares cannot be transferred before dates ranging from January 2020 to January 2023.
(2) These Restricted Stock Units ("RSUs") were granted on dates ranging from January 2017 to January 2019 and will vest upon the earlier of (a) dates ranging from December 31, 2019 to December 31, 2021 and (b) the Reporting Person's retirement. These RSUs will generally convert into shares of the Issuer's common stock on dates ranging from January 2020 to January 2022. The shares of common stock delivered pursuant to these RSUs generally cannot be sold or transferred before January 2022 (with respect to RSUs granted in January 2017), January 2023 (with respect to RSUs granted in January 2018) and January 2024 (with respect to RSUs granted in January 2019).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
FREDMAN SHEARA J
C/O GOLDMAN SACHS & CO. LLC
200 WEST STREET
NEW YORK, NY 10282


Chief Accounting Officer

Signatures
/s/ Beverly L. O' Toole, Attorney-in-fact11/8/2019
**Signature of Reporting PersonDate

Goldman Sachs Grp. Prfd K (NYSE:GSPK)
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