SEC FORM 13F-HR

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 13F

FORM 13F COVER PAGE

OMB APPROVAL
OMB Number:3235-0006
Expires:Oct 31, 2018
Estimated average burden
hours per response:23.8

Report for the Calendar Year or Quarter Ended:09-30-2013
Check here if Amendment  Amendment Number:
This Amendment (Check only one.):  is a restatement.
  adds new holdings entries.
Institutional Investment Manager Filing this Report:
Name:Carlyle Group L.P.
Address:C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, DC  20004
Form 13F File Number:028-15025

The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:
Name:Daniel A. D'Aniello
Title:Managing Director
Phone:202-729-5626
Signature, Place, and Date of Signing:
/s/ R. Rainey Hoffman as Attorney-in-Fact for Daniel A. D'Aniello / Signed pursuant to Power Of Attorney dated May 7, 2012WashingtonDC11-14-2013
[Signature][City, State][Date]
Explanatory Note 1: The Carlyle Group L.P. (the "Reporting Manager") does not serve as adviser to all of the owners of, or have formal investment discretion with respect to, the securities issued by Freescale Semiconductor Hldg, but may be deemed to be part of a group of affiliated persons exercising investment discretion with respect to such securities. The filing of this report shall not be deemed an admission, for purposes of Section 13(f), 13(d), 13(g) or 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder, or for any other purpose, that the Reporting Manager or any other manager with respect to the securities listed herein exercises investment discretion or is a member of, or is otherwise affiliated with, such a group with respect to such securities. Reference is made, where relevant, to reports filed under Sections 13(d), 13(g) and 16(a) of the Exchange Act for additional information with respect to such beneficial ownership and/or pecuniary interest of the Reporting Manager, any other manager with which it may share or be deemed to share investment discretion, and related entities. The filing of this report shall not be deemed an admission, for purposes of Section 13(f), 13(d), 13(g) or 16(a) of the Exchange Act, as amended, and the rules thereunder, or for any other purpose, that the Reporting Manager or any other person is the beneficial owner of any securities. Explanatory Note 2: The Carlyle Group L.P. is managed by its general partner, Carlyle Group Management L.L.C., which is managed by a board of directors that is appointed by Carlyle's senior professionals. Explanatory Note 3: AlpInvest Partners B.V. is an indirectly wholly owned investment adviser of The Carlyle Group L.P. However, The Carlyle Group L.P. does not participate in any investment decision-making of AlpInvest Partners B.V.
Report Type (Check only one.):
  13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.)
  13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).)
X13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).)
List of Other Managers Reporting for this Manager:
[If there are no entries in this list, omit this section.]
Form 13F File NumberName
 AlpInvest Partners B.V.
Form 13F Summary Page
Report Summary:
Number of Other Included Managers:2
Form 13F Information Table Entry Total:28
Form 13F Information Table Value Total:12,224,556
(thousands)
List of Other Included Managers:
Provide a numbered list of the name(s) and Form 13F file number(s) of all institutional investment managers with respect to which this report is filed, other than the manager filing this report.
[If there are no entries in this list, state “NONE” and omit the column headings and list entries.]
No.Form 13F File NumberName
1028-12429Carlyle Investment Management LLC
2028-15024CIM Global, L.L.C.

SEC FORM 13-F Information Table

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 13F

FORM 13F INFORMATION TABLE

OMB APPROVAL
OMB Number:3235-0006
Expires:Oct 31, 2018
Estimated average burden
hours per response:23.8

COLUMN 1COLUMN 2COLUMN 3COLUMN 4COLUMN 5COLUMN 6COLUMN 7COLUMN 8
VALUESHRS ORSH/PUT/INVESTMENTOTHERVOTING AUTHORITY
NAME OF ISSUERTITLE OF CLASSCUSIP(x$1000)PRN AMTPRNCALLDISCRETIONMANAGERSOLESHAREDNONE
Allison Transmission Hldgs ICom01973R1011,589,32963,446,250SH DFND106,344,6250
Atlas Resource Partners LPCom Unt Ltd Pr04941A101158,9587,591,111SH DFND107,591,1110
BankUnited IncCom06652K103255,4358,189,631SH DFND108,189,6310
Booz Allen Hamilton Hldg CorCl A0995021061,773,76191,809,598SH DFND1091,809,5980
Central Pac Finl CorpCom154760409167,4979,463,095SH DFND109,463,0950
China Recycling Energy CorpCom16891310129,91812,465,938SH DFND1, 2012,465,9380
Cobalt Intl Energy IncCom19075F106865,69734,822,878SH DFND1034,822,8780
Concord Med Svcs Hldgs LtdSponsored ADR20627710546,4138,724,233SH DFND1, 208,724,2330
Enduro Rty TrTr Unit29269K100108,2748,600,000SH DFND108,600,0000
F N B United CorpCom30251920248,7114,930,313SH DFND104,930,3130
Freescale Semiconductor HldgSHS OldG3727Q1013,265,679196,136,895SH OTR1, 20196,136,8950
Genesee & Wyo IncCl A371559105556,3545,984,232SH DFND105,984,2320
Hampton Roads Bankshares IncCom40932150259,78242,398,583SH DFND1042,398,5830
HD Supply Hldgs IncCom40416M105801,28736,471,872SH DFND1036,471,8720
Lear CorpCom5218652042,00027,938SH DFND1027,9380
Magnachip Semiconductor CorpCom55933J2031085,007SH DFND105,0070
Masonite Intl Corp NewCom57538510966,0731,350,356SH DFND101,350,3560
Nielsen Holdings N VComN63218106202,0305,542,662SH DFND1, 205,542,6620
Nielsen Holdings N VComN63218106920,35925,249,892SH DFND1025,249,8920
Niska Gas Storage Partners LUnit Ltd Liabi654678101268,90717,404,962SH DFND1017,404,9620
RTI Intl Metals IncCom74973W10765,0932,031,615SH DFND102,031,6150
Sandridge Energy IncCom80007P307301,03351,370,888SH DFND1051,370,8880
Superior Energy Svcs IncCom86815710822,910914,934SH DFND10914,9340
Weatherford International LtReg ShsH2701310315,3301,000,000SH DFND101,000,0000
Wesco Aircraft Hldgs IncCom950814103613,88129,330,184SH DFND1029,330,1840
Willbros Group IncCom9692031081,477160,892SH DFND10160,8920
YRC Worldwide IncNote 10.000% 3/3984249AB812,12013,102,895PRN DFND1013,102,8950
YRC Worldwide IncCom Par $.019842496076,140363,745SH DFND10363,7450