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:03-31-2019
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. FergusonWashingtonDC05-13-2019
[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:3
Form 13F Information Table Entry Total:11
Form 13F Information Table Value Total:2,078,392
(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.
3028-18762Carlyle Global Credit Investment Management 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 A15136A10211,4961,307,828SH DFND101,307,8280
Chesapeake Energy CorpCom165167107535,982172,897,387SH DFND10172,897,3870
Enviva Partners LPCom Unit29414J107359,77211,155,725SH DFND1011,155,7250
Fang Hldgs LtdADR30711Y10216,61512,307,691SH DFND1, 2012,307,6910
Golden Ocean Group LtdShs NewG396372059,2971,949,124SH DFND101,949,1240
Liberty Oilfield Svcs IncCom Cl A53115L104735,71947,804,996SH DFND1047,804,9960
Onesmart Intl Ed Group LtdSponsored Ads68276W103182,71023,157,142SH DFND1, 2023,157,1420
Seacor Marine Hldgs IncCom78413P10113,3181,000,585SH DFND101,000,5850
Sequential Brnds Group Inc NCom81734P1078,1536,369,812SH DFND106,369,8120
Sirius International InsuranComG8196D1012,308174,170SH DFND30174,1700
Wesco Aircraft Hldgs IncCom950814103203,02223,096,882SH DFND1023,096,8820