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

 
FORM 8-A
 
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

 
STONEMOR PARTNERS L.P.
(Exact Name of Registrant as Specified in its Charter)

Delaware	  	80-0103159	
(State or other jurisdiction	  	(I.R.S. Employer	
of incorporation or organization)	  	Identification Number)	
		
155 Rittenhouse Circle	  	 	
Bristol, Pennslyvania	  	19007	
(Address of Principal Executive Offices)	  	(Zip Code)	

	
 
If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
 
If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨
 
Securities Act registration statement file number to which this Form relates: 333-114354.
 
Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	  	Name of each exchange on which
each class is to be registered	
Common units representing limited partner interests	  	The Nasdaq National Market	
 
Securities to be registered pursuant to Section 12(g) of the Act: None

Item 1. Description of Registrant’s Securities to be Registered.
 
A description of common units representing limited partner interests of StoneMor Partners L.P., a Delaware limited partnership (the “Registrant”), is set forth under the captions “Prospectus Summary,” “Cash Distribution Policy,” “Description of the Common Units,” “The Partnership Agreement” and “Material Tax Consequences” in the prospectus to be filed by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which prospectus will constitute a part of the Registrant’s Registration Statement on Form S-1, as amended (Registration No. 333-114354) (the “Form S-1 Registration Statement”), initially filed with the Securities and Exchange Commission on April 9, 2004. Such prospectus, in the form in which it is so filed, shall be deemed to be incorporated herein by reference.
 
Item 2. Exhibits.
 
The following exhibits to this Registration Statement on Form 8-A are incorporated by reference to the documents specified, which have been filed with the Securities and Exchange Commission.

Exhibit No.
	  	Description

1.	  	Registrant’s Form S-1 Registration Statement, as amended (Registration No. 333-114354), initially filed with the Securities and Exchange Commission on April 9, 2004 — incorporated herein by reference.	
		
2.	  	Certificate of Limited Partnership of the Registrant — incorporated herein by reference to Exhibit 3.1 to the Form S-1 Registration Statement.	
		
3.	  	Form of First Amended and Restated Agreement of Limited Partnership of the Registrant — incorporated herein by reference to Exhibit 3.2 to the Form S-1 Registration Statement.	
		
4.	  	Specimen Unit Certificate for the Common Units — incorporated herein by reference to Exhibit 3.2 to the Form S-1 Registration Statement.	
 
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SIGNATURE
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 	  	STONEMOR PARTNERS L.P.	
			
 	  	By:	 	STONEMOR GP LLC	
 	  	 	 	Its General Partner	
			
Date: August 5, 2004	  	By:	 	/s/ Lawrence Miller	
 	  	 	 		
 	  	Name:	 	Lawrence Miller	
 	  	Title:	 	Chief Executive Officer, President and	
 	  	 	 	Chairman of the Board of Directors	
 
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INDEX TO EXHIBITS

Exhibit No.
	  	Description

1.	  	Registrant’s Form S-1 Registration Statement, as amended (Registration No. 333-114354), initially filed with the Securities and Exchange Commission on April 9, 2004 — incorporated herein by reference.	
		
2.	  	Certificate of Limited Partnership of the Registrant — incorporated herein by reference to Exhibit 3.1 to the Form S-1 Registration Statement.	
		
3.	  	Form of First Amended and Restated Agreement of Limited Partnership of the Registrant — incorporated herein by reference to Exhibit 3.2 to the Form S-1 Registration Statement.	
		
4.	  	Specimen Unit Certificate for the Common Units — incorporated herein by reference to Exhibit 3.2 to the Form S-1 Registration Statement.	
 
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