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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:12-31-2014
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*Washington,  DC02-17-2015
[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. *Signed pursuant to a Power Of Attorney dated May 7, 2012.
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:49
Form 13F Information Table Value Total:15,964,310
(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
Alcoa IncCom0138171018,873561,966SH DFND10561,9660
Atlas Resource Partners LPCom Unt Ltd Pr04941A10181,2547,593,800SH DFND107,593,8000
Axalta Coating Sys LtdComG0750C1083,399,938130,666,325SH DFND10130,666,3250
Axalta Coating Sys LtdComG0750C1081,031,58039,645,671SH DFND1,2039,645,6710
Barclays Bk PLCDjubs Cmdt ETN3606738C7783,087103,210SH DFND10103,2100
Booz Allen Hamilton Hldg CorCl A0995021061,391,76152,459,885SH DFND1052,459,8850
Central Pac Finl CorpCom154760409173,5488,072,006SH DFND108,072,0060
China Recycling Energy CorpCom1689131016,2158,248,233SH DFND1, 208,248,2330
Cobalt Intl Energy IncCom19075F106309,57534,822,878SH DFND1034,822,8780
CommScope Hldg Co IncCom20337X1091,588,66469,586,667SH DFND1069,586,6670
CommScope Hldg Co IncCom20337X109722,12031,630,303SH DFND1, 2031,630,3030
CommunityOne BancorpCom20416Q10866,0945,772,376SH DFND105,772,3760
Concord Med Svcs Hldgs LtdSponsored ADR20627710527,9614,362,117SH DFND1, 204,362,1170
Enduro Rty TrTr Unit29269K10041,4528,600,000SH DFND108,600,0000
Foresight Energy LPCom Unt Rp Int34552U104240,72014,269,100SH DFND1014,269,1000
Freescale Semiconductor HldgSHS OldG3727Q1014,948,534196,136,895SH OTR1, 20196,136,8950
Hampton Roads Bankshares IncCom40932150271,23042,398,583SH DFND1042,398,5830
ISharesIboxx Hi Yd ETF4642885136,62073,879SH DFND1073,8790
ISharesJP Mor Em Mk ETF4642882818,33675,985SH DFND1075,9850
IShares TRCore US AggBd ET4642872265,79052,583SH DFND1052,5830
IShares TRMSCI Emg Mkt ETF4642872343,30584,127SH DFND1084,1270
IShares TRMSCI Eafe ETF4642874654,13167,898SH DFND1067,8980
IShares TRRussell 2000 ETF4642876552,07617,349SH DFND1017,3490
IShares TRTIPS Bd ETF46428717610,19190,979SH DFND1090,9790
IShares TRU.S. Real Es ETF4642877391,60620,902SH DFND1020,9020
Masonite Intl Corp NewCom57538510986,0031,399,327SH DFND101,399,3270
Natural Resource Partners LCom Unit L P63900P10318,5202,002,202SH DFND102,002,2020
Nielsen Holdings N VComN63218106107,6572,406,819SH DFND1, 202,406,8190
Nielsen Holdings N VComN63218106490,43710,964,390SH DFND1010,964,3900
Niska Gas Storage Partners LUnit Ltd Liabi65467810160,57420,464,246SH DFND1020,464,2460
Pattern Energy Group IncCl A70338P100161,6406,554,738SH DFND106,554,7380
Powershares Db Cmdty Idx TraUnit Ben Int73935S1051,994108,059SH DFND10108,0590
Powershares Global ETF TrustSovereign Debt73936T5737,435264,041SH DFND10264,0410
ProShares TrPshs Ultsh 20yrs74347B2014,21190,775SH DFND1090,7750
RTI Intl Metals IncCom74973W10751,3192,031,615SH DFND102,031,6150
Sandridge Energy IncCom80007P30793,49551,370,888SH DFND1051,370,8880
Sequential Brands Group IncCom New81734020183,2536,369,812SH DFND106,369,8120
SPDR S&P 500 ETF TrTr Unit78462F1035,40626,308SH DFND1026,3080
SPDR Series TrustBrc Hgh Yld Bd78464A4172,59167,112SH DFND1067,1120
Superior Energy Svcs IncCom86815710818,436914,934SH DFND10914,9340
Terraform Pwr IncCl A Com88104R100180,3395,840,000SH DFND105,840,0000
USA Compression Partners LPComunit Ltdpar90290N10981,3234,901,910SH DFND104,481,8200
Vanguard Bd Index Fd IncTotal Bnd Mrkt9219378358,08298,116SH DFND1098,1160
Vanguard Charlotte FdsIntl Bd Idx ETF92203J4072,83253,319SH DFND1053,3190
Vanguard Index FdsReit ETF9229085532,90535,870SH DFND1035,8700
Vanguard Intl Equity Index FFtse Emr Mkt ETF9220428581,75543,853SH DFND1043,8530
Vanguard Tax Managed Intl FdFtse Dev Mkt ETF9219438581,83648,469SH DFND1048,4690
Weatherford Intl PlcOrd ShsG4883310011,4501,000,000SH DFND101,000,0000
Wesco Aircraft Hldgs IncCom950814103326,15623,330,183SH DFND1023,330,1830