SecProbe.io

November 22, 2011

Via E-mail
Jeffrey W. Ferguson, General Counsel  The Carlyle Group L.P.  1001 Pennsylvania Avenue, NW  Washington, D.C. 20004-2505
Re: The Carlyle Group L.P.
Amendment No. 1 to Registrati on Statement on Form S-1
  Filed November 7, 2011    File No. 333-176685

Dear Mr. Ferguson:

We have reviewed your amende d registration statement and response letter and have the
following comments.    Amendment No. 1 to Registration Statement on Form S-1

 Our Business, page 2

1. We note your disclosure in the third paragr aph on page iii in which you describe the
funds you identify as “carry funds”.  Howe ver, in your summary, you only identify as
carry funds five funds that you advise in your  Global Market Strategies segment.  Given
your disclosure that carried interest account s for a significant porti on of your revenue,
please revise your disclosure in  this section to clarify the types of funds within each
segment that receive carried in terest.  Please also disclose the percentage of the carried
interest allocated to Carlyle fo r each type of fund in each segment.  In this regard, we
note your disclosure in the first paragraph on page 235 which states that senior Carlyle
professionals and certain othe r personnel will own approxi mately 45% of any carried
interest in respect of inve stments made by the carry funds , with the exception of the
energy and renewable resources funds, where Carlyle will retain essentially all of the
carry.

2. We note your response to prior comment 10.  Your presentation of total segment
revenues, total ENI, and total distributable ea rnings appears to be more prominent than
your presentation of revenues and income before  the provision for income taxes.  Please
revise your presentation to include the GAAP  amounts in tables similar to the tables
provided for your non-GAAP financ ial measures. In addition, please also disclose your
actual distributions for each period presented.  Refer to Item 10(e)(1)(i) of Regulation
S-K.

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. November 22, 2011  Page 2

 Fund of Funds Solutions, page 4

3. We acknowledge your response to prior comment 11.  Please revise the table to include a
footnote to the AUM metric setting forth the pe rcentage of carried interest allocated to
investors as compared to the historical owners and management team of AlpInvest,
consistent with your discussion in the s econd full paragraph on page 222.

Demonstrated Record of Investment Performance, page 7

4. We note your response to prior comment 13.   Pl ease revise your disclosure to clarify
how the realized/partially realized gross intern al rate of returns differ from the internal
rates of return and net internal rates of retu rn and why these measures  are useful to your
investors rather than investor s of the funds.  Further clar ify why the real ized/partially
realized gross internal rate of returns are higher than the gros s internal rate of returns.
Please also clarify how you determine when di stributions are a substantial majority of
invested capital.  As previously requested, pl ease also address any risk associated with
using these rates as an indicator of your perf ormance.  Please also address this comment
as it relates to your presentation of this fund performance metric with Management’s
Discussion and Analysis.

Financial Strength, page 9

5. We reissue prior comment 15.  The additional disclosures you refer to are provided in the
“Our Business” section of the prospectus su mmary whereas the disclosures referred to in
our prior comment are in your “Competitive Strengths” section of the prospectus
summary.  We continue to believe that the cu rrent discussion of your  financial strength
places too much prominence on ENI, a non-GAA P performance measure.  Please balance
this disclosure with your most directly financial measur e calculated in accordance with
GAAP in your discussion of financial strength as well.  Refer to Item 10(e)(1)(i) of
Regulation S-K.
Organizational Structure, page 11

6. In your diagram depicting your organizati onal structure immediately following the
offering, you indicate that public investors will have 100% of economic rights whereas
the remaining owners of The Carlyle Group L.P. will have no economic rights.  Please disclose the nature of the economic rights th at the public investors will receive and how
those economic rights are impacted by th e Existing Owners and Senior Carlyle
Professionals’ ownership of Carlyl e Holdings partnership units.

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. November 22, 2011  Page 3

 Exchange Rights . . . , page 19; Risk Factors – You will suffer dilution in net tangible book value
. . . , page 72

7. In connection with prior comment 22, please state wh ether the amount of dilution you
cite in these sections is attributable solely to the exchange, and therefore in addition to the
dilution investors will experience immediately upon purchasing shares in the offering.  If
so, then please clarify whethe r the amount of dilution you cite in the risk factor on page
72 is as compared to the offering price, or as to the book value per share immediately
following the offering, which has already b een diluted upon completion of the offering.

Risk Factors, page 24
 Regulatory changes in the United States could adversely affect our business . . . , page 36

8. We note your response in prior comment 26.   Consistent with your supplemental
response to our comment, plea se revise your disclosure in the second paragraph to
disclose, if true, that a numb er of your investors include  foreign banks with a U.S.
branch, agency or U.S. commercial lending subsidiary.  Quantify, if known the portion of
your total active carry fund commitments and AUM  attributable to entities that may be
restricted by the Volcker Rule.  Please also disclose the basis of your belief that these
entities will have the flexibility to continue to invest in the Carlyle funds.  Lastly, we note
that you believe that your continued fundraising efforts will not be significantly adversely
affected by the Volker Rule.  Please clarify whether this is because you do not anticipate
seeking material amounts of capital from these investors, or because you expect them to be able to rely on the special conditions of the Volcker Rule to allowing them to continue
to invest in private equity funds.
Cash Distribution Policy, page 90

9. You currently anticipate th at you will cause Carlyle Holdings to make annual
distributions to its partners in an amount th at, taken together with  the other described
quarterly distributions, repres ents substantially all of your  Distributable Earnings in
excess of the amount determined by your genera l partner to be necessary or appropriate
to provide for the conduct of your business,  to make appropriate investments in your
business and your funds or to comply with applicable law or a ny of your financing
agreements. You anticipate that  the aggregate amount of your distributions for most years
will be less than Distributable Earnings for th at year due to these funding requirements.
Please disclose the amount of distributable earnings and the amount of distributions for
each of the three years ended December 31, 2010 and the nine months ended September 30, 2011.  Please correspondingly discuss the diff erences between these amounts in your
disclosures.  Please also provide thes e disclosures throughout the filing where you
discuss how Distributable Earnings is determined including on page 110.

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. November 22, 2011  Page 4

 Management’s Discussion and Analysis of  Financial Condition  . . . , page 98

10. We note your response to comment 35 in our le tter dated October 3, 2011.  Please revise
the first risk factor on page 26 to specifically address the impact the capital volatility in
August 2011 will have on your business, includi ng that your Corporate Private Equity
(your largest business segment) will be most significantly impacted.

Management’s Discussion and Analysis

Key Financial Measures

Revenues, page 103

11. We note your response to prior comment 37.  We continue to believe that you should
more clearly disclose the gross amounts of performance fees reversed each period
presented on a consolidated as well as se gment level.  For any reversals which are
individually significant to your consolidated and/or segment results, please identify the
fund.  Currently, your segment analysis indica tes that for the Corporate Private Equity
segment, performance fees were only reversed  in 2008.  It appears that performance fees
were reversed in 2010, 2009, and 2008 for the Real Assets segment and that there were
no amounts reversed in the Global Market Stra tegies segment for any period presented.
Please confirm and correspondingly clarify your disclosures.

Assets Under Management, page 110

12. We note your response to prior comment 40.  Please expand your rollforward of
fee-earning AUM and AUM to separately present distributions  and redemptions.

13. We note your response to prior comment 42.   You note that for the Corporate Private
Equity and Real Asset segments, as well as  your carry funds and CLOs in your Global
Market Strategies segment, fund performa nce does not materially impact fee-earning
AUM.  Given that fund performance would appe ar to materially impact your recognition
of performance fees, we continue to belie ve that you should provide readers with a
meaningful understanding of the performance of  each of your significant funds by type.
To the extent necessary to provide invest ors with a sufficient understanding of the
performance of your funds for each period pres ented, please also discuss the specific
underlying assets and how the inherit risks of those assets impacted the market
movements. Refer to Item 303(A)(3)(i) of Re gulation S-K, Instruction 1 of Item 303(A)
of Regulation S-K, and Section 501.12 of the Financial Reporting Codification for
guidance.  In a similar manner, please also discuss any funds which have significantly
impacted your AUM due to market appreciation/ (depreciation).  In this regard, we note
that during the year ended December 31, 2010, AUM for the Corporate Private Equity segment increased by approximately 40% due to market appreciation.  Similarly, during

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. November 22, 2011  Page 5

 the six months ended June 30, 2011, AUM increased by approximately 13% due to
market appreciation.
14. We note your response to prior comment 43.  We continue to believe that you should
further clarify how the amounts described in (a) through (e) u nder the Fee-earning Assets
under Management heading on page 110 corresp ond to the amounts presented in the table
detailing the components of fee-earning AUM at  the top of page 111.  This can be done
by cross-referencing the descriptions on page 110 with the amounts on page 111.

Combined and Consolidated Re sults of Operations, page 114

General

15. We reissue prior comment 46.  While we note y our revised disclosure  clarifies that the
consolidated funds are not the same entities in all periods shown due to changes in U.S.
GAAP, changes in fund terms and the creati on and termination of funds, you have not
quantified the impact that thes e changes had on your results of operations for each period
presented.  Please expand your disclosures as necessary.

16. We note your response to prior comment  48.  Please address the following:

 In regards to evaluating wh ether a fund was material to  your results of operations,
you appear to have looked at the imp act of the fund only on consolidated
management fees and performance fees.  Pl ease also address your consideration of
funds which were material to each segmen ts’ management fees and performance fees
as well as each segments’ economic net income (loss);

 Please tell us what consideration you gave  to quantifying performance fees earned by
type of individual investment fund;

 We continue to believe that you should se parately discuss any increase/decrease in
performance fees due to meeting performance targets and/or realization events, due to
reversals of incentive/performance fees, or due to any other signi ficant factors during
each period presented. It may also be necessary  to provide a detailed discussion of the
funds’ underlying investments to fully explain;
 Please tell us what consideration you gave  to discussing the re asonable likelihood of
attaining specific thresholds in future periods to earn performance fees for any
individual fund(s), if the rea lization or non-realization of such could have a material
impact on the future results  of operations. The timing a nd probability of future
realization events should be discussed; and
 Please tell us what consideration you gave  to discussing and analyzing the potential
of material give-backs by segment or individual fund.

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. November 22, 2011  Page 6

Compensation and Benefits, page 116

17. We note your response to prior comment 51.  Pl ease expand your disc losures to discuss
the factors which caused the apparent significant changes in total compensation and
benefits expense as a percentage of revenues at both the consolidated and segment level.  For example, on page 116, compensation and benefits expense as a percentage of revenues increased from 47% for the six mont hs ended June 30, 2010 to 50% for the six
months ended June 30, 2011.

18. You disclose total compensation and benefits  had compensation attributable to senior
Carlyle professionals been treated as co mpensation expense.  You also disclose
compensation as a percentage of total revenues  before the impact of Consolidated Funds.
Given that this is the discussion of your combined and consolidated results, please
disclose and discuss these amounts after the impact of Consolidated Funds.

19. Please also disclose the actual amounts of co mpensation attributable to senior Carlyle
professionals in addition to your current di sclosure of what total compensation and
benefits would have been had those amounts b een included.  Please also tell us how these
amounts of compensation attributable to seni or Carlyle professiona ls reconcile to your
disclosures on page F-111 relate d to partner compensation.

Net Investment Gains (Losses), page 117

20. We note your response to prior comment  53.  Please address the following:

 In a similar manner to your response, pleas e expand your discussion of net investment
gains (losses) to clarify, if true, that subs tantially all the net investment (gains) losses
are allocated to non-controlling interest a nd therefore do not have a material impact
on net income (loss) attributable to Carlyle Group.  Please also expand your
discussion of net investment gains (losses) on page 107;
 Please further clarify the nature of the CLO investments and why there is a lower
degree of marketability for the CLO liability  such that there is greater fair value
volatility for those liabilities; and

 On page 117, you disclose that the liabilitie s of the CLOs have a lower degree of
market liquidity and accordingly experi ence greater volatility than the CLO
investments in bonds and loans.  On page 171, you disclose a 10% change in value of
the CLO investments coupled with a correla ted 10% change in value of the loans
payable of the CLOs will result in no material net income or loss to the non-controlling interests.  Given your disc losures on page 117, please revise your
disclosures on page 171 accordingly.

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. November 22, 2011  Page 7

 Year Ended December 31, 2010 Compared to  the Year Ended December 31, 2009, page 118

21. Please address the above comments related to your results of opera tions discussion for
the six months ended June 30, 2011 compared to the six months ended June 30, 2010 in your discussion of the