UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 31, 2006

StoneMor Partners L.P.
(Exact Name of Registrant as Specified in Its Charter)

 
					
Delaware	 	000-50910	 	80-0103159	
(State or other jurisdiction
of incorporation)	 	(Commission File Number)	 	(IRS Employer
Identification No.)	

155 Rittenhouse Circle, Bristol, PA	 	19007	
(Address of principal executive offices)	 	(Zip Code)	
Registrant’s telephone number, including area code (215) 826-2800
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
 
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

Item 8.01 Other Events
On March 31, 2006, the Registrant issued a press release. A copy of the press release is attached as Exhibit 99.1 to this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
 
 	(a)	Financial statements of businesses acquired.	
None.
 
 	(b)	Pro forma financial information.	
None.
 
 	(c)	Shell Company transactions	
None.
 
 	(d)	Exhibits.	
The following exhibit is filed herewith:

Exhibit No.	 	Description	
99.1	 	Press Release dated March 31, 2006.	
 
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	 	STONEMOR PARTNERS L.P.	

	 	By:	 	StoneMor GP LLC	
	 		 	its general partner	
			
Date: March 31, 2006	 	By:	 	/s/ William R. Shane	
	 	Name:	 	William R. Shane	
	 	Title:	 	Executive Vice President and Chief
Financial Officer	
 
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Exhibit Index

Exhibit No.	 	Description	
99.1	 	Press Release dated March 31, 2006.	
 
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Exhibit 99.1
Press Release
StoneMor Partners L.P. Announces Further Delay in Completion of 2005 Financial Statements
Bristol, PA, March 31, 2006 – StoneMor Partners L.P. (NASDAQ: STON) announced a further delay in the completion of its 2005 financial statements and the filing of its Form 10-K Report for 2005 due to the material weakness in internal control previously disclosed in its March 15, 2006 press release. The Company believes this material weakness in internal control will not have any effect on the Company’s net cash flow or its distributions to unit holders. The Company’s management reaffirmed its confidence in the estimated results of operations for calendar year 2005 reflected in its March 15, 2006 press release.
Following an internal and external inspection of its cemetery locations, the Company determined that some of the pre-need burial vaults that it previously believed to have been installed in the ground in fiscal 2005 had not been installed. On March 14, 2006, the Company’s Audit Committee retained independent counsel. The independent counsel’s investigation has been completed. The results of this investigation did not show any material differences from information previously reported in our March 15 press release and determined that senior management was not involved. The Company has implemented cemetery maintenance control procedures to remedy this internal weakness and is currently taking steps to discipline employees who were involved.