StoneMor Partners L.P.
155 Rittenhouse Circle
Bristol, Pennsylvania 19007
 
August 26, 2004
 
Via EDGAR
 
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
 
Re:	StoneMor Partners L.P.	
Withdrawal of Form 8-A, File No. 001-32270
 
Ladies and Gentlemen:
 
In accordance with Rule 477 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), StoneMor Partners L.P., a Delaware limited partnership (the “Registrant”) hereby respectfully requests the immediate withdrawal of the above-referenced Registration Statement on Form 8-A (the “Registration Statement”) (File No. 001-32270) filed on August 5, 2004.
 
The Registrant is making this request because the Registration Statement was mistakenly filed as a Form 8-A12B rather than a Form 8-A12G. No securities were sold in connection with the Registration Statement. The Registrant filed the appropriate Form
8-A12G on August 23, 2004 (File No. 000-50910).
 
We appreciate your assistance and should you need any additional information, please feel free to contact the undersigned at (215) 826-2801 or Jeremy Wagers of Vinson & Elkins L.L.P., at (713) 758-4712.

Respectfully submitted,
 
StoneMor Partners L.P.	
		
By:	 	StoneMor GP LLC
its General Partner	
			
 	 	By:	 	/s/ Lawrence Miller	
 	 	 	 	Lawrence Miller
Chief Executive Officer, President and Chairman of the Board of Directors