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 *   COHN GARY D 2. Date of Event Requiring Statement (Month/Day/Year) 06/28/2006 3. Issuer Name and Ticker or Trading Symbol GOLDMAN SACHS GROUP INC/ [GS] (Last) (First) (Middle) C/O GOLDMAN, SACHS & CO., 85 BROAD STREET 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and Co-COO 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NEW YORK, NY 10004 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 361,140 D   Common Stock, par value $0.01 per share 4,732 I See footnote (1) Common Stock, par value $0.01 per share 105,000 I By limited liability company

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	357,385	$ (2)	D	Â
Nonqualified Stock Options (right to buy)	  (3)	  (3)	Common Stock, par value $0.01 per share	623,031	$ (3)	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
COHN GARY D C/O GOLDMAN, SACHS & CO. 85 BROAD STREET NEW YORK, NY 10004	  X	Â	  President and Co-COO	Â

Signatures

/s/ Felicia J. Rector, Attorney-in-fact		07/07/2006
**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)	Held through a trust, the sole trustee of which is the Reporting Person's spouse and the sole beneficiaries of which are immediate family members of the Reporting Person. The Reporting Person disclaims beneficial ownership of these shares.
(2)	These Restricted Stock Units ("RSUs") are either vested or will vest upon the earlier of (a) dates ranging from November 24, 2006 to November 28, 2008 and (b) the Reporting Person's retirement. Shares underlying these RSUs will generally be deliverable, without the payment of any consideration, on dates ranging from January 2007 to January 2009.
(3)	The exercise prices for the Stock Options range from $78.87 to $131.64, with varying expiration dates from November 26, 2010 to November 27, 2015. All of these Stock Options are either vested or will vest upon the earlier of (a) November 28, 2008 and (b) the Reporting Person's retirement, and all are exercisable or will become exercisable in January 2009.

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