Upon issuance of the Series I Preferred Stock (defined in Item 5.03 below), the ability of The Goldman Sachs Group, Inc. (the "Registrant") to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock will be subject to certain restrictions in the event that the Registrant fails to pay dividends on its Series I Preferred Stock. These restrictions are set forth in the Certificate of Designations establishing the terms of the Series I Preferred Stock, a copy of which is listed as Exhibit 3.1 to this Report on Form 8-K and is incorporated herein by reference.

On October 23, 2012, the Registrant filed a Certificate of Designations to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, setting forth the terms of its 5.95% Non-Cumulative Preferred Stock, Series I, liquidation preference $25,000 per share (the "Series I Preferred Stock"). A copy of the Certificate of Designations relating to the Series I Preferred Stock is listed as Exhibit 3.1 to this Report on Form 8-K and is incorporated herein by reference.

Additional exhibits are filed herewith in connection with the offering, issuance and sale of depositary shares representing interests in the Registrant's Series I Preferred Stock under the Registrant's Registration Statement on Form S-3 (File No. 333-176914).

(c) Exhibits.

The following exhibits are filed as part of this Report on Form 8-K:

 3.1 and 4.1    Certificate of Designations of the Registrant relating to the Series I
                Preferred Stock, incorporated herein by reference to Exhibit 3 to the
                Registrant's Registration Statement on Form 8-A, filed on October 24,
                2012.

 4.2            Form of certificate representing the Series I Preferred Stock,
                incorporated herein by reference to Exhibit 5 to the Registrant's
                Registration Statement on Form 8-A, filed on October 24, 2012.

 5.1            Opinion of Sullivan & Cromwell LLP relating to the depositary shares
                representing interests in the Registrant's Series I Preferred Stock.

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