UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 13 F

                               FORM 13F COVER PAGE

Report for the Calendar Year or Quarter Ended:  September 30, 2008

Check here if Amendment |_|; Amendment Number:
    This Amendment (check one only):        |_| is a restatement.
                                            |_| adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:             Carlyle-Blue Wave Partners Management, LP
Address:          1177 Avenue of the Americas, 16th Floor
                  New York, New York 10036


Form 13F File Number:  28- 12763__________________

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:             Ralph Reynolds
Title:            Chief Investment Officer
Phone:            212-938-2500

Signature, Place and Date of Signing:

/s/ Ralph Reynolds         New York, New York           October 31, 2008

Report Type (Check only one):

|X|  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).)

|_|  13F 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).)



                              FORM 13F SUMMARY PAGE

Report Summary:


Number of Other Included Managers:        0

Form 13F Information Table Entry Total:   0
Form 13F Information Table Value Total:   0
                                     (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.


         No.               Form 13F File Number                        Name





                           FORM 13F INFORMATION TABLE




                                                    COLUMN 4              COLUMN 5           COLUMN 6      COLUMN 7     COLUMN 8
     COLUMN 1          COLUMN 2       COLUMN 3       VALUE        SHRS OR    SH/    PUT/    INVESTMENT      OTHER        VOTING
   ISSUER NAME       CLASS TITLE       CUSIP        (x$1000)      PRN AMT   PRN    CALL     DISCRETION     MANAGERS    AUTHORITY
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
- - none -                N/A            N/A            N/A          N/A      N/A     N/A          N/A          N/A            N/A