SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* CONWAY WILLIAM E JR (Last) (First) (Middle) 1001 PENNSYLVANIA AVENUE, NW (Street) WASHINGTON DC 20004 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/03/2012	3. Issuer Name and Ticker or Trading Symbol Carlyle Group L.P. [ CG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Founder and Co-CEO	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Carlyle Holdings partnership units	(1)	(1)	Common Units representing limited partnership interests	46,999,644	(1)	D

Explanation of Responses:

1. Pursuant to the terms of the exchange agreement and subject to certain requirements and restrictions, the partnership units of Carlyle Holdings are exchangeable for common units of The Carlyle Group L.P. on a one-for-one basis, from and after the first anniversary date of the closing of the offering.

Remarks:

Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person herein states that this filing shall not be deemed to be an admission that he or it is the beneficial owner of any of these interests, and disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest in such interests.

	/s/ Jeffrey W. Ferguson, General Counsel of The Carlyle Group L.P., by power of attorney for William E. Conway, Jr.	05/03/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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                                                                    Exhibit 24.1

                   POWER OF ATTORNEY AND CONFIRMING STATEMENT
                   ___________________________________________

        This Power of Attorney and Confirming Statement (this "Statement")
confirms that the undersigned has authorized and designated each of William E.
Conway, Jr., Daniel A. D' Aniello, David M. Rubenstein, Adena T. Friedman and
Jeffrey W. Ferguson to execute and file on the undersigned's behalf all Forms 3,
4, and 5 (including any amendments thereto) that the undersigned may be required
to file with the U.S. Securities and Exchange Commission as a result of the
undersigned's ownership of or transactions in securities of The Carlyle Group
L.P. The authority of William E. Conway, Jr., Daniel A. D' Aniello, David M.
Rubenstein, Adena T. Friedman and Jeffrey W. Ferguson under this Statement shall
continue until the undersigned is no longer required to file Forms 3, 4, and 5
with regard to his or her ownership of or transactions in securities of The
Carlyle Group L.P., unless earlier revoked in writing. The undersigned
acknowledges that William E. Conway, Jr., Daniel A. D'Aniello, David M.
Rubenstein, Adena T. Friedman and Jeffrey W. Ferguson are not assuming any of
the undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934, as amended.

        In witness whereof, this Statement is signed and dated as of the date
set forth below.

Date: Jan. 28, 2012                     By: /s/ William E. Conway, Jr.
      _____________                         ___________________________________
                                        Name:  William E Conway, Jr.
                                        Title: Director of Carlyle Group
                                               Management L.L.C., Founder and
                                               Co-Chief Executive Officer