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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:09-30-2015
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/ Anne Frederick as Attorney-in-Fact for Daniel A. D'Aniello*Washington,  DC11-13-2015
[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:28
Form 13F Information Table Value Total:13,817,295
(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 IncCom0138171015,429561,966SH DFND10561,9660
Atlas Resource Partners LPCom Unt Ltd Pr04941A10121,2637,593,800SH DFND107,593,8000
Axalta Coating Sys LtdComG0750C1081,357,23553,560,977SH DFND1053,560,9770
Axalta Coating Sys LtdComG0750C108411,80116,251,019SH DFND1,2016,251,0190
Booz Allen Hamilton Hldg CorCl A0995021061,073,11340,942,896SH DFND1040,942,8960
China Recycling Energy CorpCom1689131013,5797,158,757SH DFND1, 207,158,7570
Cobalt Intl Energy IncCom19075F106246,54634,822,878SH DFND1034,822,8780
CommScope Hldg Co IncCom20337X1091,263,86342,086,667SH DFND1042,086,6670
CommScope Hldg Co IncCom20337X109574,48319,130,303SH DFND1, 2019,130,3030
CommunityOne BancorpCom20416Q10862,7465,772,376SH DFND105,772,3760
Concord Med Svcs Hldgs LtdSponsored ADR20627710520,2844,362,117SH DFND1, 204,362,1170
Enduro Rty TrTr Unit29269K10022,7908,600,000SH DFND108,600,0000
Enviva Partners LPCom Unit29414J107153,75012,300,000SH DFND1012,300,0000
Freescale Semiconductor LtdSHS OldG3727Q1017,205,530196,980,050SH DFND1, 20196,980,0500
Hampton Roads Bankshares IncCom40932150280,55742,398,583SH DFND1042,398,5830
INC Resh Hldgs IncCl A45329R1098,877221,985SH DFND10221,9850
Masonite Intl Corp NewCom57538510984,7711,399,327SH DFND101,399,3270
Niska Gas Storage Partners LUnit Ltd Liabi65467810163,64420,464,250SH DFND1020,464,2500
Pattern Energy Group IncCl A70338P100323,81516,962,546SH DFND1016,962,5460
Sandridge Energy IncCom80007P30713,87051,370,888SH DFND1051,370,8880
Sequential Brands Group IncCom New81734020192,1716,369,812SH DFND106,369,8120
Superior Energy Svcs IncCom86815710811,556914,934SH DFND10914,9340
SouFun Hldgs LtdADR83603410881,23112,307,690SH DFND1,2012,307,6900
Talen Energy CorpCom87422J105197,10319,515,173SH DFND1019,515,1730
TerraForm Pwr IncCl A Com88104R10049,2773,465,300SH DFND103,465,3000
USA Compression Partners LPComunit Ltdpar90290N10994,9036,581,327SH DFND106,581,3270
Weatherford Intl PlcOrd ShsG488331008,4801,000,000SH DFND101,000,0000
Wesco Aircraft Hldgs IncCom950814103284,62823,330,184SH DFND1023,330,1840