The Goldman Sachs Group, Inc.
200 West Street
New York, New York 10282
Goldman Sachs Capital I
Goldman Sachs Capital II
Goldman Sachs Capital III
Goldman Sachs Capital VI
Goldman Sachs Capital VII
GS Finance Corp.
200 West Street
New York, New York 10282
February 9, 2023
VIA EDGAR
| Re: | The Goldman Sachs Group, Inc. Goldman Sachs Capital I, Goldman Sachs Capital II, Goldman Sachs Capital III, Goldman Sachs Capital VI, Goldman Sachs Capital VII, GS Finance Corp. Registration Statements on Form S-3 File No. 333-269296 |
Ms. Madeline Mateo
Attorney-Advisor
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Dear Ms. Mateo,
In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3, as amended (File No. 333-269296), of The Goldman Sachs Group, Inc., Goldman Sachs Capital I, Goldman Sachs Capital II, Goldman Sachs Capital III, Goldman Sachs Capital VI, Goldman Sachs Capital VII and GS Finance Corp. (the “Registration Statement”). We respectfully request that the Registration Statement become effective as of 5:00 p.m., Eastern Time, on February 13, 2023, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Sullivan & Cromwell LLP, by calling Catherine Clarkin at (212) 558-4175.
The Goldman Sachs Group, Inc. acknowledges the following:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filings effective, it does not foreclose the Commission from taking any action with respect to the filings; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filings effective, does not relieve The Goldman Sachs Group, Inc. from its full responsibility for the adequacy and accuracy of the disclosure in the filings; and |
| • | The Goldman Sachs Group, Inc. may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| Very truly yours, | ||||||||
| Thank you for your assistance in this matter. | ||||||||
| By: | /s/ Matthew E. Tropp | |||||||
| Name: Matthew E. Tropp | ||||||||
Title: Assistant Secretary | ||||||||
The Goldman Sachs Group, Inc. | ||||||||
