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

                                   Form 13F

                              Form 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: December 31, 2012
Check here if Amendment [X]; Amendment Number:    1

  This Amendment (Check only one.):  [X] is a restatement.
                                     [_] adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:     StepStone Group LP
Address:  4350 La Jolla Village Drive, Suite 800
          San Diego, California 92122

13F File Number: 028-15126

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:   Jason Ment
Title:  General Counsel and Chief Compliance Officer of StepStone Group
        Holdings LLC, general partner of StepStone Group LP
Phone:  (212) 351-6121

Signature, Place, and Date of Signing:

/s/ Jason Ment            New York, NY                May 13, 2013
------------------------  --------------------------  ------------------------
[Signature]               [City, State]               [Date]

The Form 13F for the quarter ended December 31, 2012, filed by the Reporting
Manager on February 5, 2013 (the "Initial 13F") inadvertently misstated the
number of shares held in C&J Energy Services Inc. as 120,492 shares and the
number of shares held in Apache Corporation as 182,498 shares. The Reporting
Manager is filing this amendment to report the correct number of shares held.
This amendment also amends the total holdings reported on the Initial 13F,
which are restated in the Report Summary.

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).)

List of Other Managers Reporting for this Manager: None.



                             FORM 13F SUMMARY PAGE

Report Summary:

Number of Other Included Managers:                  0
Form13F Information Table Entry Total:             13
Form13F Information Table Value Total:   $    162,208
                                         ------------
                                          (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.

None.

                                      2



                          FORM 13F INFORMATION TABLE



                                                    VALUE   SHARES /  SH / PUT / INVESTMENT  OTHER     VOTING AUTHORITY
NAME OF ISSUER            TITLE OF CLASS   CUSIP   (x$1000) PRN AMT   PRN  CALL  DISCRETION MANAGERS   SOLE    SHARED NONE
--------------            -------------- --------- -------- --------- ---- ----- ---------- -------- --------- ------ ----
                                                                                     
QUINSTREET INC            COM            74874Q100    1,815   270,114 SH         SOLE       N/A        270,114      0    0
ZYNGA INC                 CL A           98986T108    6,175 2,616,360 SH         SOLE       N/A      2,616,360      0    0
FIDUS INVT CORP           COM            316500107    4,279   260,105 SH         SOLE       N/A        260,105      0    0
LPL FINL HLDGS INC        COM            50212V100      755    26,809 SH         SOLE       N/A         26,809      0    0
WHOLE FOODS MKT INC       COM            966837106    3,394    37,230 SH         SOLE       N/A         37,230      0    0
HCA HOLDINGS INC          COM            40412C101   25,715   852,347 SH         SOLE       N/A        852,347      0    0
C&J ENERGY SVCS INC       COM            12467B304   55,386 2,583,345 SH         SOLE       N/A      2,583,345      0    0
APACHE CORP               COM             37411105   46,565   593,193 SH         SOLE       N/A        593,193      0    0
EDUCATION MGMT CORP NEW   COM            28140M103    5,219 1,191,519 SH         SOLE       N/A      1,191,519      0    0
CAESARS ENTMT CORP        COM            127686103   11,522 1,665,032 SH         SOLE       N/A      1,665,032      0    0
REACHLOCAL INC            COM            75525F104    1,240    96,081 SH         SOLE       N/A         96,081      0    0
RPX CORP                  COM            74972G103       40     4,396 SH         SOLE       N/A          4,396      0    0
HALLADOR ENERGY COMPANY   COM            40609P105      102    12,324 SH         SOLE       N/A         12,324      0    0