8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

December 15, 2011

THE GOLDMAN SACHS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	No. 001-14965		No. 13-4019460
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
200 West Street New York, New York		10282
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 902-1000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

Credit Ratings: As part of its review of ratings on a number of financial institutions, on December 15, 2011, Fitch, Inc. downgraded the credit ratings for The Goldman Sachs Group, Inc. and a number of other financial institutions. Fitch, Inc.’s current credit ratings are provided below:

As of December 15, 2011

Short- Term Debt

Long- Term Debt

Subordinated Debt

Trust Preferred1

Preferred Stock2

Rating Outlook

Fitch, Inc.3,4

F1

A

A–

BBB+

BBB+

Stable

5

¹  Trust preferred securities issued by Goldman Sachs Capital I.

²  Includes The Goldman Sachs Group, Inc.’s non-cumulative preferred stock and the Normal Automatic Preferred Enhanced Capital Securities (APEX) issued by Goldman Sachs Capital II and Goldman Sachs Capital III.

³  Goldman Sachs Bank USA has a rating of A+ for long-term bank deposits, F1 for short-term bank deposits and A as a long-term issuer.

⁴  Goldman, Sachs & Co. has a rating of F1 as a short-term issuer and A as a long-term issuer.

⁵  Applies to long-term issuer default ratings. The rating outlook for Trust Preferred and Preferred Stock is Watch Negative.

Item 9.01 Financial Statements and Exhibits.

Exhibits are filed herewith in connection with the issuance of the following debt securities by The Goldman Sachs Group, Inc. (the “Company”) on December 15, 2011, pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-176914) (the “Registration Statement”):

• $15,617,000 3.60% Notes due 2014.

• $5,380,000 4.50% Notes due 2018.

• $5,310,000 5.50% Notes due 2028.

(d) Exhibits.

The following exhibits are incorporated by reference into the Registration Statement as exhibits thereto and are filed as part of this Current Report:

5.1	Opinion of Sullivan & Cromwell LLP.
23.1	Consent of Sullivan & Cromwell LLP (included as part of Exhibit 5.1).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE GOLDMAN SACHS GROUP, INC.
	(Registrant)
Date: December 15, 2011	By:	/s/ Kenneth L. Josselyn
		Name:	Kenneth L. Josselyn
		Title:	Assistant Secretary

EX-5.1

Exhibit 5.1

[Letterhead of Sullivan & Cromwell LLP]

December 15, 2011

The Goldman Sachs Group, Inc.,

200 West Street,

New York, New York 10282.

Ladies and Gentlemen:

We are acting as counsel to The Goldman Sachs Group, Inc., a Delaware corporation (the “Company”), in connection with the issuance and delivery of the debt securities identified in Annex A to this letter (the “Notes”). The Company filed with the Securities and Exchange Commission, on September 19, 2011, a registration statement on Form S-3ASR (File No. 333-176914) (the “Registration Statement”) under the Securities Act of 1933 (the “Act”) relating to the proposed offer and sale of an unspecified principal amount of the Company’s senior, unsecured debt securities, including the Notes. The Notes are being issued under an indenture, dated as of July 16, 2008 (the “Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).

In rendering this opinion, we have examined the following documents:

1. The Restated Certificate of Incorporation and the Amended and Restated By-Laws of the Company.

2. The Indenture.

3. Certificates of officers of the Company with respect to the authorization of the Notes, the determination of the terms of the Notes and related matters.

4. A specimen of the Master Note, Medium-Term Notes, Series D dated September 19, 2011 (the “Master Note”).

5. The Pricing Supplements, each dated December 12, 2011, relating to the respective Notes.

The Goldman Sachs Group, Inc. - 2 -

We also have examined such questions of law as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, we advise you that, in our opinion, the Notes constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in the Registration Statement or any related prospectus or other offering material regarding the Company or the Notes or their offering and sale.

We have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible, and we have assumed, without independent verification, that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Master Note conforms to the specimen thereof examined by us, that the Trustee’s certificate of authentication of the Master Note has been manually signed by one of the Trustee’s authorized officers, that the Trustee has made an appropriate entry on Schedule A to the Master Note identifying the Notes as supplemental obligations thereunder in accordance with the instructions of the Company, that the Notes have been delivered against payment as contemplated in the Registration Statement and that the signatures on all documents examined by us are genuine.

The Goldman Sachs Group, Inc. - 3 -

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Sullivan & Cromwell LLP

Annex A

Title of Note	Original Principal Amount	Date of Issue
3.60% Notes due 2014	$15,617,000	December 15, 2011
4.50% Notes due 2018	$5,380,000	December 15, 2011
5.50% Notes due 2028	$5,310,000	December 15, 2011