SecProbe.io

April 9, 2012

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. 5 to Registrati on Statement on Form S-1
  Filed April 3, 2012    File No. 333-176685

Dear Mr. Ferguson:

We have reviewed your amende d registration statement and response letter and have the
following comments.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Organizational Structure, page 82

 Our Organizational Structure Fo llowing this Offering, page 82

1. Please also disclose in your diagram the percentage of economic interests the public
investors and existing owners will hold in Carlyle Holdings.
 Capitalization, page 94

2. Please also present cash and cash equivalents held at c onsolidated funds in your
capitalization table.
 Dilution, page 95

3. Please provide us with the calculations you used  to arrive at the pro forma net tangible
book value and the adjusted pro forma net tangible book value as of December 31, 2011.

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. April 9, 2012  Page 2

 Ensure you address any differences from th e pro forma balance sheet amounts provided
on page 185.
 Management’s Discussion and Analysis, page 102

4. Your proposed disclosures include preliminar y fund valuation information for the three
months ended March 31, 2012.  As you note, the va luations of your funds are just one of
the many drivers of performance fees and there are other factors that impact this type of
revenue.  In addition, performance fees are ju st one component of your total revenues.
To the extent available, please provide additional preliminary financial results
information for the three months ended March 31, 2012 to provide a more complete picture of your results of operati ons.  Please ensure that your di sclosure is consistent with
your prior presentation of tre nd disclosures as provided in the MD&A secti on.  If this
additional financial information is not availa ble, please tell us how you determined the
presentation of preliminary fund valuation in formation is meaningful without providing
any additional financia l results information.
 Unaudited Pro Forma Financial Information, page 181

Notes to Unaudited Condensed Combined and Consolidated Pro Forma Statement of Operations,
page 192

Note 3.  Offering Adjustments, page 198

5. For adjustment (b), show precisely how the amount of this adjustment was computed.
Please disclose the amount of each debt being repaid as well as the corresponding interest
rate used to arrive at the am ount of the adjustment.  For debt that incurs interest at a
variable rate, you should disclose whether you us ed the average variable rate that this
debt would have incurred over the appropriate historical period for which you are giving
pro forma effect or the rate as of a given da te.  If you used the rate as of a given date,
please also disclose the date used.  Please al so disclose the interest rate used for each
period and the indexed rate (LIBOR+x% or prime +x%).
 Note 5.  Calculations of Earn ings per Common Unit, page 200

6. Please disclose all units not included in your determination of earnings per common unit
for anti-dilution reasons, in cluding any deferred restrict ed common units which are
disclosed as part of adju stment 3(a) on page 199.

Economic Net Income, Fee Related Earnings and Distributable Earnings — Pro Forma, page 202

7. In a similar manner to your disclosures on pa ge 125, please show how you are arriving at
the following pro forma amounts: net perfor mance fees, investment income, realized
performance fees, net of related co mpensation, and investment income.

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. April 9, 2012  Page 3

 Carried Interest, page 241

8. We note your response to comment 13 in our  letter dated March 29, 2012.  The 25% of
the distributions from the Parent Entities to the non-founder named executives that is
subject to forfeiture in the event they cease providing services to you appears to be
reportable compensation.  Although we note your  position that distributions accrue to
non-founder NEOs as owners of the firm and do not relate to se rvices rendered, we
understand from your response to comment 7 in  our letter dated February 27, 2012 that if
the NEOs are not providing serv ices at the time an investment in a carry fund is realized,
the NEO forfeits this portion of the distribut ion to which he or she would otherwise be
entitled.  Please revise your Summary Co mpensation Table accordingly.  Please also
confirm to us that Carlyle Holdings partne rship units that are granted post-IPO to non-
founder named executive officers, except thos e in connection with  the reorganization,
will also be reflected as compensation in the Summary Compensation Table.
 Financial Statements

Note 3.  Acquisitions and Acquired Intangible Assets

Acquisition of Claren Road, page F-22

9. Please disclose the assumed total company valuation used to value the equity interests
related to the Claren Road acquisition  at December 31, 2010 and December 31, 2011.

You may contact Nudrat Salik at (202) 551-3692 or Jeanne Baker at (202) 551-3691
if you have questions regarding comments on the financial statements and related matters.
Please contact Chambre Malone at (202) 551-3262 or , in her absence, me at (202) 551-3760 with
any other questions.
Sincerely,
   /s/ Pamela Long
Pamela Long Assistant Director
 Cc:   Via E-mail

 Joshua Ford Bonnie, Esq.