FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * MDC MANAGEMENT CO IV LLC   2. Issuer Name and Ticker or Trading Symbol STONEMOR PARTNERS LP [STON] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 950 TOWER LANE, SUITE 800 3. Date of Earliest Transaction (Month/Day/Year) 12/21/2007 (Street) FOSTER CITY, CA 94404 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Units representing limited partnership interests 12/21/2007   S(1)   903,490 D $ 19.15 (2) 0 I By McCown De Leeuw and Co. IV, L.P. (3) Common Units representing limited partnership interests 12/21/2007   S(1)   18,590 D $ 19.15 (2) 0 I By McCown De Leeuw and Co. IV Associates, L.P. (3) Common Units representing limited partnership interests 12/21/2007   S(1)   14,407 D $ 19.15 (2) 0 I By Delta Fund, LLC (3)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

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		X
De Leeuw David 950 TOWER LANE SUITE 800` FOSTER CITY, CA 94404		X
Delta Fund, LLC 950 TOWER LANE SUITE 800 FOSTER CITY, CA 94404		X
McCown De Leeuw & Co. IV Associates, L.P. 950 TOWER LANE SUITE 800 FOSTER CITY, CA 94404		X
McCown De Leeuw & Co. IV, L.P. 950 TOWER LANE SUITE 800 FOSTER CITY, CA 94404		X

Signatures

/s/ Robert B. Hellman, Jr., Managing Member		12/21/2007
**Signature of Reporting Person		Date
David E. De Leeuw, by Pamela Swain, Attorney-In-Fact		12/21/2007
**Signature of Reporting Person		Date
Delts Fund, LLC, by Robert B. Hellman, Jr., Member		12/21/2007
**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		12/21/2007
**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		12/21/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	The sale of common units representing limited partner interests (the "Units") by McCown De Leeuw and Co. IV, L.P., a California limited partnership ("MDCIV"), McCown De Leeuw and Co. IV Associates, L.P., a California limited partnership ("MDCIVA") and Delta Fund, LLC, a California limited liability company ("Delta"), was part of an underwritten offering discussed in the definitive prospectus supplement of StoneMor Partners L.P. (the "Issuer") dated December 17, 2007 and filed with the Securities and Exchange Commission (the "Commission") on December 18, 2007, supplementing the prospectus dated December 7, 2007 filed as part of the Issuer's registration statement on Form S-3 (File No. 333-144453) with the Commission on July 10, 2007. The offering closed and the Units were sold on December 21, 2007.
(2)	Pursuant to the Purchase Agreement dated December 17, 2007 among Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the underwriters identified therein, the Issuer and the selling unitholders identified therein, the purchase price paid by the underwriters for the Units reflected the underwriting discount.
(3)	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. MDCIV, MDCIVA, MDC Management and Messrs. Hellman and McCown file Section 16 reports separately from the Reporting Persons. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

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