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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   MDC MANAGEMENT CO IV LLC 2. Date of Event Requiring Statement (Month/Day/Year) 11/05/2008 3. Issuer Name and Ticker or Trading Symbol STONEMOR PARTNERS LP [STON] (Last) (First) (Middle) 950 TOWER LANE, SUITE 800 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) FOSTER CITY, CA 94404 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) 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) Common Units representing limited partnership interests 1,059,946 I By CFSI LLC (1) (2)

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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 of Derivative Security: 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
Subordinated Units representing limited partnership interest	  (3)	  (3)	Common Units of limited partnership interests	2,119,891	$ 0 (3)	I	By CFSI LLC (1) (2)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MDC MANAGEMENT CO IV LLC 950 TOWER LANE SUITE 800 FOSTER CITY, CA 94404	Â	  X	Â	Â
De Leeuw David 950 TOWER LANE SUITE 800` FOSTER CITY, CA 94404	Â	  X	Â	Â
Delta Fund, LLC 950 TOWER LANE SUITE 800 FOSTER CITY, CA 94404	Â	  X	Â	Â
McCown De Leeuw & Co. IV Associates, L.P. 950 TOWER LANE SUITE 800 FOSTER CITY, CA 94404	Â	  X	Â	Â
McCown De Leeuw & Co. IV, L.P. 950 TOWER LANE SUITE 800 FOSTER CITY, CA 94404	Â	  X	Â	Â
CORNERSTONE FAMILY SERVICES LLC 155 RITTENHOUSE CIRCLE BRISTOL, PA 19007	Â	  X	Â	Â
Cornerstone Family Services, Inc. 155 RITTENHOUSE CIRCLE BRISTOL, PA 19007	Â	  X	Â	Â

Signatures

/s/ MDC Management Co. IV, LLC, by Robert B. Hellman, Jr., Managing Member		11/06/2008
**Signature of Reporting Person		Date
David E. DeLeeuw, by Pamela Swain, Attorney-In-Fact		11/06/2008
**Signature of Reporting Person		Date
Delta Fund LLC, by Robert B. Hellman, Jr., Managing Member		11/06/2008
**Signature of Reporting Person		Date
McCown De Leeuw & Co. IV Associates, L.P., by MDC Management Co. IV, LLC, by Robert B. Hellman, Jr., Managing Member		11/06/2008
**Signature of Reporting Person		Date
McCown De Leeuw & Co. IV, L.P., by MDC Management Co. IV, LLC, by Robert B. Hellman, Jr., Managing Member		11/06/2008
**Signature of Reporting Person		Date
Cornerstone Family Services LLC, by Robert B. Hellman, Jr., Manager		11/06/2008
**Signature of Reporting Person		Date
Cornerstone Family Services, Inc., by Robert B. Hellman, Jr., Manager		11/06/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	McCown De Leeuw & Co. IV, L.P., a California limited partnership ("MDCIV"), McCown De Leeuw & Co. IV Associates, L.P., a California limited partnership ("MDCIVA"), and Delta Fund LLC, a California limited liability company ("Delta", and, collectively with MDCIV and MDCIVA, "MDC Funds"), collectively control CFSI LLC, a Delaware limited liability company ("CFSI"). MDC Funds also collectively control Cornerstone Family Services LLC, a Delaware limited liability company ("Cornerstone"), that has an equity interest in CFSI. MDC Management Company IV, LLC, a California limited liability company ("MDC Management"), is the general partner of MDCIV and MDCIVA and, as such, controls MDCIV and MDCIVA. George E. McCown, Robert B. Hellman, Jr. and David E. De Leeuw are managing members of MDC Management and, as such, collectively control MDC Management. Messrs. Hellman, McCown and De Leeuw, collectively, have investment and voting control over the securities held by Delta.
(2)	Messrs. Hellman and McCown file Section 16 reports separately from the Reporting Persons. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
(3)	Each subordinated unit will convert into one common unit at the end of the subordination period, which will end once StoneMor Partners L.P. ("StoneMor") meets the financial tests in the First Amended and Restated Agreement of Limited Partnership of StoneMor, as amended (the "Partnership Agreement"), but it generally cannot end before September 30, 2009. Because the tests for ending the subordination period for any three consecutive four-quarter periods ending on or after September 30, 2008 have been satisfied, 25% of the subordinated units were converted into an equal number of common units on November 5, 2008.

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