An Artist's Impression Of A Goldman Sachs Bonus Securitization Offering

Prospectus Supplement to Prospectus dated August 19, 2009.

$30,000,000,000 *
(subject to arbitrary increase)

The Goldman Sachs Group, Inc.

in conjunction with

United States Treasury Department

is pleased to offer you the following

0% Subordinated HFT Participation Notes

in the

GSBS I (Goldman Sachs Bonus Securitization *)

*for legal reasons, Goldman Sachs Group will not use the word "Trust" to describe this entity

The 0% Subordinated HFT Participation Notes represent a securitization of forward-looking executive-retention payments, payable to Goldman Sachs employees. The Notes will pay interest in the form of negative-accrual on the notes on August 19 and February 19 of each year. The first such negative-accrual will be made on February 19, 2010. The Notes WILL NOT be guaranteed by Goldman Sachs Group, Inc. or any of its affiliates. The HFT Notes will be collateralized by proceeds from the bond and an indirect guarantee from the United States Treasury. Both the GSBS I collateral and Treasury Guarantee are for the sole benefit of the Goldman Sachs Group Inc. executive retention program, not holders of the HFT Notes. In the event that GSBS I collateral is not sufficient to meet the "2010 Bonus Payment Amount", the United States Treasury has provided a full and unconditional guarantee for any shortfall in payment amount.

At the earlier of the scheduled maturity date (December 31, 2010) or the "Bonus Payment Date", all principal outstanding for the HFT Notes will be extinguished. At the maturity, all collateral in the GSBS I entity will be paid out to executives, which will result in zero recovery value for the HFT Notes. In exchange for the participating in this HFT Note transaction, participating holders will be "exempted" from front-running by Goldman Sachs Group Inc. proprietary and high-frequency trading activities. Such exemption period will last until the "Bonus Payment Date", at which point Holders of the HFT Notes will be subject to front-running, dark-pools, scalping, and other trading actions that Goldman Sachs Group Inc., in its sole discretion, deems appropriate. If Goldman Sachs becomes obligated to pay additional amounts to non-U.S. investors due to changes in U.S. withholding tax requirements, Goldman Sachs may redeem the notes before their stated maturity at a price equal to 100% of the principal amount redeemed plus accrued interest to the redemption date.

Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. If such criminal offense is committed by a Goldman Sachs employee, it will not be prosecuted.

Initial public offering price 99.858 % $ 29,957,400,000

Underwriting discount 0.450 % $ 135,000,000

Proceeds, before expenses, to Goldman Sachs 99.408 % $ 29,822,400,000

Proceeds to Goldman Sachs executives 99.408 % $ 29,822,400,000

Goldman Sachs may use this prospectus supplement and the accompanying prospectus in the initial sale of the notes. In addition, Goldman, Sachs & Co. or any other affiliate of Goldman Sachs may use this prospectus supplement and the accompanying prospectus in a market-making transaction in the notes after their initial sale, and unless they inform the purchaser otherwise in the confirmation of sale, this prospectus supplement and accompanying prospectus is being used by them in a market-making transaction.

Goldman, Sachs & Co.

United States Government

Disclaimer:

Any resemblance to bonds or securitization pools, actual or imaginary, positive or negative-accrual, issued by Goldman Sachs or The United States Government, is purely coincidental. No puppies were hammered to death in the preparation of this lampoon.

h/t Troy