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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:03-31-2015
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,  DC05-15-2015
[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:48
Form 13F Information Table Value Total:18,924,559
(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 IncCom0138171017,261561,966SH DFND10561,9660
Atlas Resource Partners LPCom Unt Ltd Pr04941A10158,5487,593,800SH DFND107,593,8000
Axalta Coating Sys LtdComG0750C1083,609,004130,666,325SH DFND10130,666,3250
Axalta Coating Sys LtdComG0750C1081,095,01339,645,671SH DFND1,2039,645,6710
Barclays Bk PLCDjubs Cmdt ETN3606738C7782,914105,100SH DFND10105,1000
Booz Allen Hamilton Hldg CorCl A0995021061,184,88740,942,896SH DFND1040,942,8960
Central Pac Finl CorpCom15476040998,0664,269,312SH DFND104,269,3120
China Recycling Energy CorpCom1689131017,9027,747,140SH DFND1, 207,747,1400
Cobalt Intl Energy IncCom19075F106327,68334,822,878SH DFND1034,822,8780
CommScope Hldg Co IncCom20337X1091,593,57855,836,667SH DFND1055,836,6670
CommScope Hldg Co IncCom20337X109724,35425,380,303SH DFND1, 2025,380,3030
CommunityOne BancorpCom20416Q10856,8005,772,376SH DFND105,772,3760
Concord Med Svcs Hldgs LtdSponsored ADR20627710525,6064,362,117SH DFND1, 204,362,1170
Enduro Rty TrTr Unit29269K10035,2608,600,000SH DFND108,600,0000
Freescale Semiconductor HldgSHS OldG3727Q1017,994,540196,136,895SH DFND1, 20196,136,8950
Hampton Roads Bankshares IncCom40932150280,13342,398,583SH DFND1042,398,5830
ISharesIboxx Hi Yd ETF4642885134,84853,500SH DFND1053,5000
ISharesJP Mor Em Mk ETF4642882817,84869,997SH DFND1069,9970
IShares TRCore US AggBd ET4642872265,42048,639SH DFND1048,6390
IShares TRMSCI Emg Mkt ETF4642872341,99349,667SH DFND1049,6670
IShares TRMSCI Eafe ETF4642874652,76343,062SH DFND1043,0620
IShares TRRussell 2000 ETF4642876551,96315,788SH DFND1015,7880
IShares TRTIPS Bd ETF4642871769,89787,127SH DFND1087,1270
IShares TRU.S. Real Es ETF4642877391,50518,970SH DFND1018,9700
INC Resh Hldgs IncCl A45329R10912,288375,444SH DFND10375,4440
Masonite Intl Corp NewCom57538510994,1191,399,327SH DFND101,399,3270
Nielsen Holdings N VComN6321810675,1821,686,819SH DFND1, 201,686,8190
Nielsen Holdings N VComN63218106342,4937,984,391SH DFND107,984,3910
Niska Gas Storage Partners LUnit Ltd Liabi65467810136,63120,464,250SH DFND1020,464,2500
Pattern Energy Group IncCl A70338P100480,37916,962,546SH DFND1016,962,5460
Powershares Db Cmdty Idx TraUnit Ben Int73935S1051,937113,466SH DFND10113,4660
Powershares Global ETF TrustSovereign Debt73936T5737,575266,542SH DFND10266,5420
ProShares TrPshs Ultsh 20yrs74347B2013,79790,679SH DFND1090,6790
RTI Intl Metals IncCom74973W10726,470737,107SH DFND10737,1070
Sandridge Energy IncCom80007P30791,44051,370,888SH DFND1051,370,8880
Sequential Brands Group IncCom New81734020168,1576,369,812SH DFND106,369,8120
SPDR S&P 500 ETF TrTr Unit78462F1035,39126,116SH DFND1026,1160
SPDR Series TrustBrc Hgh Yld Bd78464A4174,224107,711SH DFND10107,7110
Superior Energy Svcs IncCom86815710820,440914,934SH DFND10914,9340
Terraform Pwr IncCl A Com88104R100213,2185,840,000SH DFND105,840,0000
USA Compression Partners LPComunit Ltdpar90290N109113,4365,541,571SH DFND105,541,5710
Vanguard Bd Index Fd IncTotal Bnd Mrkt9219378357,90694,830SH DFND1094,8300
Vanguard Charlotte FdsIntl Bd Idx ETF92203J4072,89953,602SH DFND1053,6020
Vanguard Index FdsReit ETF9229085532,97735,410SH DFND1035,4100
Vanguard Intl Equity Index FFtse Emr Mkt ETF9220428582,98272,963SH DFND1072,9630
Vanguard Tax Managed Intl FdFtse Dev Mkt ETF9219438583,11478,189SH DFND1078,1890
Weatherford Intl PlcOrd ShsG4883310012,3001,000,000SH DFND101,000,0000
Wesco Aircraft Hldgs IncCom950814103357,41823,330,184SH DFND1023,330,1840