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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                               (Amendment No. _)*



                            Foothills Resources, Inc.
-------------------------------------------------------------------------------
                                (Name of Issuer)



                         Common Stock, $0.001 par value
-------------------------------------------------------------------------------
                         (Title of Class of Securities)



                                    34512E109
                  --------------------------------------------
                                 (CUSIP Number)


                               September 30, 2006
-------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

[X] Rule 13d-1(b)

[_] Rule 13d-1(c)

[_] Rule 13d-1(d)


*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.


The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).




Persons who respond to the collection of information  contained in this form are
not required to respond  unless the form displays a currently  valid OMB control
number.

SEC 1745 (3-06)
                                Page 1 of 11 pages


-----------------------
  CUSIP No. 34512E109                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

           The Goldman Sachs Group, Inc.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group
                                                                (a) [_]
                                                                (b) [_]

------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               8,000,000
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               8,000,000

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person

           8,000,000

------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)

           12.6%

------------------------------------------------------------------------------
12.   Type of Reporting Person

           HC-CO

------------------------------------------------------------------------------



                                Page 2 of 11 pages


-----------------------
  CUSIP No. 34512E109                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

           Goldman, Sachs & Co.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group
                                                                (a) [_]
                                                                (b) [_]

------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           New York

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               8,000,000
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               8,000,000

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person

           8,000,000

------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)

           12.6%

------------------------------------------------------------------------------
12.   Type of Reporting Person

           BD-PN-IA

------------------------------------------------------------------------------



                               Page 3 of 11 pages


Item 1(a).         Name of Issuer:
                   Foothills Resources, Inc.

Item 1(b).         Address of Issuer's Principal Executive Offices:
                   4540 California Avenue, Suite 550
                   Bakersfield, California 93309

Item 2(a).         Name of Persons Filing:
                   The Goldman Sachs Group, Inc. and Goldman, Sachs & Co.

Item 2(b).         Address of Principal Business Office or, if none, Residence:
                   85 Broad Street
                   New York, NY  10004

Item 2(c).         Citizenship:
                   The Goldman Sachs Group, Inc. - Delaware
                   Goldman, Sachs & Co. - New York

Item 2(d).         Title of Class of Securities:
                   Common Stock, $0.001 par value

Item 2(e).         CUSIP Number:
                   34512E109

Item 3.            If this statement is filed pursuant to Rules 13d-1(b) or
                   13d-2(b) or (c), check whether the person filing is a:

          (a).[X]  Broker or dealer registered under Section 15 of the Act
                   (15 U.S.C. 78o).
                              Goldman, Sachs & Co.

          (b).[_]  Bank as defined in Section 3(a)(6) of the Act
                   (15 U.S.C. 78c).

          (c).[_]  Insurance company as defined in Section 3(a)(19) of the Act
                   (15 U.S.C. 78c).

          (d).[_]  Investment company registered under Section 8 of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-8).

          (e).[X]  An investment adviser in accordance with
                   Rule 13d-1(b)(1)(ii)(E);
                              Goldman, Sachs & Co.

          (f).[_]  An employee benefit plan or endowment fund in accordance
                   with Rule 13d-1(b)(1)(ii)(F);

          (g).[X]  A parent holding company or control person in accordance
                   with Rule 13d-1(b)(1)(ii)(G);
                              The Goldman Sachs Group, Inc.

          (h).[_]  A savings association as defined in Section 3(b) of the
                   Federal Deposit Insurance Act (12 U.S.C. 1813);

          (i).[_]  A church plan that is excluded from the definition of an
                   investment company under Section 3(c)(14) of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-3);

          (j).[_]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).



                               Page 4 of 11 pages


Item 4.            Ownership.*

          (a).     Amount beneficially owned:
                   See the response(s) to Item  9 on the attached cover page(s).

          (b).     Percent of Class:
                   See the response(s) to Item 11 on the attached cover page(s).

          (c).     Number of shares as to which such person has:

                   (i).     Sole power to  vote or to direct  the vote:  See the
                            response(s) to Item 5 on the attached cover page(s).

                   (ii).    Shared power to vote or to direct the vote:  See the
                            response(s) to Item 6 on the attached cover page(s).

                   (iii).   Sole power to  dispose or to direct  the disposition
                            of:  See the response(s) to  Item 7  on the attached
                            cover page(s).

                   (iv).    Shared power to dispose or to direct the disposition
                            of:  See the response(s) to  Item 8  on the attached
                            cover page(s).

Item 5.            Ownership of Five Percent or Less of a Class.
                             Not Applicable

Item 6.            Ownership of More than Five Percent on Behalf of Another
                   Person.
                             Not Applicable

Item 7.            Identification  and  Classification  of the Subsidiary  Which
                   Acquired the Security Being Reported on by the Parent Holding
                   Company.
                             See Exhibit (99.2)

Item 8.            Identification and Classification of Members of the Group.
                             Not Applicable

Item 9.            Notice of Dissolution of Group.
                             Not Applicable

Item 10.           Certification.
                   By signing  below I certify that, to the best of my knowledge
                   and belief,  the  securities  referred to above were acquired
                   and are held in the ordinary  course of business and were not
                   acquired  and are not  held  for the  purpose  of or with the
                   effect of changing or  influencing  the control of the issuer
                   of the  securities  and were not acquired and are not held in
                   connection with or as a participant in any transaction having
                   that purpose or effect.

--------------------------
     * In accordance  with the  Securities and Exchange  Commission  Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively,  the "Goldman Sachs
Reporting  Units") of The Goldman  Sachs Group,  Inc. and its  subsidiaries  and
affiliates  (collectively,  "GSG"). This filing does not reflect securities,  if
any,  beneficially  owned by any  operating  units  of GSG  whose  ownership  of
securities is  disaggregated  from that of the Goldman Sachs  Reporting Units in
accordance  with  the  Release.  The  Goldman  Sachs  Reporting  Units  disclaim
beneficial  ownership  of the  securities  beneficially  owned by (i) any client
accounts  with  respect  to which the  Goldman  Sachs  Reporting  Units or their
employees  have  voting  or  investment  discretion,  or both and  (ii)  certain
investment  entities  of which  the  Goldman  Sachs  Reporting  Units act as the
general  partner,  managing  general  partner  or other  manager,  to the extent
interests  in such  entities  are held by persons  other than the Goldman  Sachs
Reporting Units.



                               Page 5 of 11 pages



                                    SIGNATURE


            After reasonable inquiry and to the best of my knowledge
            and belief,  I certify that the information set forth in
            this statement is true, complete and correct.


Date:  October 10, 2006


                                THE GOLDMAN SACHS GROUP, INC.


                                By:/s/ Andrea Louro DeMar
                                   ----------------------------------------
                                Name:  Andrea Louro DeMar
                                Title: Attorney-in-fact



                                GOLDMAN, SACHS & CO.


                                By:/s/ Andrea Louro DeMar
                                   ----------------------------------------
                                Name:  Andrea Louro DeMar
                                Title: Attorney-in-fact



                               Page 6 of 11 pages



                                INDEX TO EXHIBITS



Exhibit No.             Exhibit
-----------             -------

  99.1                 Joint  Filing  Agreement, dated October 10, 2006, between
                       The Goldman Sachs Group,  Inc.  and  Goldman, Sachs & Co.

  99.2                 Item 7 Information

  99.3                 Power of Attorney,  dated  May 23, 2006,  relating to
                       The Goldman Sachs Group, Inc.

  99.4                 Power of Attorney,  dated  June 26, 2006,  relating to
                       Goldman, Sachs & Co.



                               Page 7 of 11 pages



                                                                  EXHIBIT (99.1)



                             JOINT FILING AGREEMENT


     In  accordance  with Rule  13d-1(k)(1)  promulgated  under  the  Securities
Exchange Act of 1934, the  undersigned  agree to the joint filing of a Statement
on Schedule 13G (including  any and all amendments  thereto) with respect to the
Common  Stock,  par value  $0.001 per share,  of Foothills  Resources,  Inc. and
further  agree  to the  filing  of this  agreement  as an  Exhibit  thereto.  In
addition,  each party to this Agreement expressly authorizes each other party to
this Agreement to file on its behalf any and all amendments to such Statement on
Schedule 13G.


Date:  October 10, 2006


                                THE GOLDMAN SACHS GROUP, INC.


                                By:/s/ Andrea Louro DeMar
                                   ----------------------------------------
                                Name:  Andrea Louro DeMar
                                Title: Attorney-in-fact



                                GOLDMAN, SACHS & CO.


                                By:/s/ Andrea Louro DeMar
                                   ----------------------------------------
                                Name:  Andrea Louro DeMar
                                Title: Attorney-in-fact



                               Page 8 of 11 pages




                                                                  EXHIBIT (99.2)



                               ITEM 7 INFORMATION

     The  securities  being  reported on by The Goldman  Sachs Group,  Inc. ("GS
Group"),  as a  parent  holding  company,  are  owned,  or may be  deemed  to be
beneficially  owned,  by Goldman,  Sachs & Co.  ("Goldman  Sachs"),  a broker or
dealer  registered  under  Section  15 of  the  Act  and an  investment  adviser
registered  under Section 203 of the  Investment  Advisers Act of 1940.  Goldman
Sachs is a direct and indirect wholly-owned subsidiary of GS Group.


                               Page 9 of 11 pages


                                                                  EXHIBIT (99.3)




                               POWER OF ATTORNEY



     KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP,  INC. (the
"Company")  does hereby make,  constitute and appoint each of Roger S. Begelman,
Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke,  Felicia J. Rector,  Michael
T. Seeley, and Stephen Wong, (and any other employee of The Goldman Sachs Group,
Inc.  or  one  of  its   affiliates   designated   in  writing  by  one  of  the
attorneys-in-fact),  acting  individually,  its true  and  lawful  attorney,  to
execute and deliver in its name and on its behalf  whether the Company is acting
individually or as representative of others,  any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended,  the
"Act"),  with respect to securities which may be deemed to be beneficially owned
by  the   Company   under  the  Act,   giving  and   granting   unto  each  said
attorney-in-fact  power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if  personally  present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall remain in full force and effect  until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS WHEREOF,  the undersigned has duly subscribed  these presents as
of May 23, 2006.



THE GOLDMAN SACHS GROUP, INC.


By:/s/ Gregory K. Palm
------------------------------------
Name:  Gregory K. Palm
Title: Executive Vice President and General Counsel



                               Page 10 of 11 pages




                                                                  EXHIBIT (99.4)


                                POWER OF ATTORNEY



     KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that  GOLDMAN,  SACHS  & CO.  (the
"Company")  does hereby make,  constitute and appoint each of Roger S. Begelman,
Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke,  Felicia J. Rector,  Michael
T. Seeley, and Stephen Wong, (and any other employee of The Goldman Sachs Group,
Inc.  or  one  of  its   affiliates   designated   in  writing  by  one  of  the
attorneys-in-fact),  acting  individually,  its true  and  lawful  attorney,  to
execute and deliver in its name and on its behalf  whether the Company is acting
individually or as representative of others,  any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended,  the
"Act"),  with respect to securities which may be deemed to be beneficially owned
by  the   Company   under  the  Act,   giving  and   granting   unto  each  said
attorney-in-fact  power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if  personally  present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall remain in full force and effect  until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS WHEREOF,  the undersigned has duly  subscribed these presents as
of June 26, 2006.



GOLDMAN, SACHS & CO.


By:/s/ Gregory  K. Palm
----------------------------
Name:  Gregory K. Palm
Title: Managing Director





                               Page 11 of 11 pages