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:03-31-2017
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:Jeffrey W. Ferguson
Title:General Counsel
Phone:202-729-5626
Signature, Place, and Date of Signing:
/s/ Jeffrey W. FergusonWashingtonDC05-11-2017
[Signature][City, State][Date]
Explanatory Note 1: 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 2: 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:15
Form 13F Information Table Value Total:2,107,273
(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
Centennial Resource Dev IncCl A15136A10228,8671,583,477SH DFND101,583,4770
Cobalt Intl Energy IncCom19075F10618,57534,822,878SH DFND1034,822,8780
Concord Med Svcs Hldgs LtdSpon ADR Cl A20627710520,5894,362,117SH DFND1, 204,362,1170
Enduro Rty TrTr Unit29269K10028,8108,600,000SH DFND108,600,0000
Enviva Partners LPCom Unit29414J107372,39013,252,299SH DFND1013,252,2990
Fang Hldgs LtdADR30711Y10240,12312,307,691SH DFND1012,307,6910
Multi Packaging Solutions InComG6331W109379,87721,163,072SH DFND1021,163,0720
Pattern Energy Group IncCl A70338P100341,45616,962,546SH DFND1016,962,5460
Rice Energy IncCom76276010653,6002,261,607SH DFND102,261,6070
Sequential Brnds Group Inc NCom81734P10724,7796,369,812SH DFND106,369,8120
Superior Energy Svcs IncCom86815710813,047914,934SH DFND10914,9340
USA Compression Partners LPComunit Ltdpar90290N109407,64124,135,029SH DFND1024,135,0290
Weatherford Intl PlcOrd ShsG488331006,6501,000,000SH DFND101,000,0000
Wesco Aircraft Hldgs IncCom950814103263,30423,096,882SH DFND1023,096,8820
Xenith Bankshares Inc NewCom New984102202107,5654,239,858SH DFND104,239,8580