New Issue: Goldman prices $5 million notes exchangeable for Wal-Mart to yield 1%, up 12.25%

New York, Dec. 13 - The Goldman Sachs Group Inc. priced $5 million of four-year 1% notes exchangeable for Wal-Mart Stores Inc., according to a 424B3 filing with the Securities and Exchange Commission.

The notes yield 1% and have a 12.25% initial conversion premium.

Terms of the deal are as follows:

Issuer:	The Goldman Sachs Group Inc.
Issue:	Exchangeable medium-term notes
Underlying stock:	Wal-Mart Stores Inc.
Amount:	$5 million
Maturity:	Dec. 15, 2009
Coupon:	1%
Price:	Par
Yield:	1%
Exchange premium:	12.25% over $52.22 initial price
Exchange price:	$58.6170
Exchange ratio:	17.0599, in cash or stock at Goldman's option
Payout at maturity:	Par in cash, automatic exchange if more valuable
Call:	Dec. 15, 2006 onwards at par, automatic exchange if more valuable
Pricing date:	Dec. 8
Settlement date:	Dec. 15
Underwriter:	Goldman, Sachs & Co.
Distribution:	Off shelf

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