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:06-30-2014
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*WashingtonDC08-14-2014
[Signature][City, State][Date]
*Signed pursuant to a Power Of Attorney dated May 7, 2012. 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
028-15646AlpInvest Partners B.V.
Form 13F Summary Page
Report Summary:
Number of Other Included Managers:2
Form 13F Information Table Entry Total:26
Form 13F Information Table Value Total:13,282,483
(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 ICom01973R10183,8532,696,250SH DFND102,696,2500
Atlas Resource Partners LPCom Unt Ltd Pr04941A101154,0027,593,800SH DFND107,593,8000
Booz Allen Hamilton Hldg CorCl A0995021061,338,48463,017,125SH DFND1063,017,1250
Central Pac Finl CorpCom154760409160,2298,072,006SH DFND108,072,0060
China Recycling Energy CorpCom16891310121,58812,265,938SH DFND1, 2012,265,9380
Cobalt Intl Energy IncCom19075F106639,00034,822,878SH DFND1034,822,8780
CommScope Hldg Co IncCom20337X1091,609,54069,586,667SH DFND1069,586,6670
CommScope Hldg Co IncCom20337X109731,60931,630,303SH DFND1, 2031,630,3030
CommunityOne BancorpCom20416Q10847,8244,930,313SH DFND104,930,3130
Concord Med Svcs Hldgs LtdSponsored ADR20627710535,0284,362,117SH DFND1, 204,362,1170
Enduro Rty TrTr Unit29269K100118,9388,600,000SH DFND108,600,0000
Freescale Semiconductor HldgSHS OldG3727Q1014,609,217196,136,895SH OTR1, 20196,136,8950
Hampton Roads Bankshares IncCom40932150273,35042,398,583SH DFND1042,398,5830
HD Supply Hldgs IncCom40416M105751,30926,463,848SH DFND1026,463,8480
Masonite Intl Corp NewCom57538510978,7261,399,327SH DFND101,399,3270
Nielsen Holdings N VComN63218106116,5142,406,819SH DFND1, 202,406,8190
Nielsen Holdings N VComN63218106530,78610,964,390SH DFND1010,964,3900
Niska Gas Storage Partners LUnit Ltd Liabi654678101287,64218,690,199SH DFND1018,690,1990
Pattern Energy Group IncCl A70338P100728,42022,000,000SH DFND1022,000,0000
RTI Intl Metals IncCom74973W10754,0212,031,615SH DFND102,031,6150
Sandridge Energy IncCom80007P307367,30251,370,888SH DFND1051,370,8880
Superior Energy Svcs IncCom86815710833,066914,934SH DFND10914,9340
USA Compression Partners LPComUnit LtdPar90290N109108,5884,228,495SH DFND104,228,4950
Weatherford International LtReg ShsH2701310323,0001,000,000SH DFND101,000,0000
Wesco Aircraft Hldgs IncCom950814103465,67023,330,183SH DFND1023,330,1830
YRC Worldwide IncCom Par $.01984249607114,7774,083,122SH DFND104,083,1220