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
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                      	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(f) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

HELLMAN ROBERT B JR	2. Issuer Name and Ticker or Trading Symbol

STONEMOR PARTNERS LP [ STON ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)	
(Last)          (First)          (Middle)

C/O AMERICAN INFRASTRUCTURE MLP FUND, 950 TOWER LANE, SUITE 800	3. Date of Earliest Transaction (MM/DD/YYYY)

12/21/2007		
(Street)

FOSTER CITY, CA 94404
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person	

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	
1.Title of Security
(Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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 partner interests  	12/21/2007  	 	S (1)	  	903490  	D	$19.15   (2)	0  	I  	By McCown De Leeuw & Co. IV, L.P.   (3)	
Common Units representing limited partner interests  	12/21/2007  	 	S (1)	  	18590  	D	$19.15   (2)	0  	I  	By McCown De Leeuw & Co. IV Associates, L.P.   (3)	
Common Units representing limited partner interests  	12/21/2007  	 	S (1)	  	14407  	D	$19.15   (2)	0  	I  	By Delta Fund LLC   (3)	
Common Units representing limited partner interests  	 	 	 	  	 	 	 	5000  	D  	 	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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	7. Title and Amount of Securities Underlying Derivative Security
(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					

Explanation of Responses:	
(  1) 	The sale of common units representing limited partner interests (the "Units") by McCown De Leeuw and Co. IV, L.P. ("MDCIV"), McCown De Leeuw and Co. IV Associates, L.P. ("MDCIVA") and Delta Fund, LLC ("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, Delta, MDC Management, Mr. McCown and Mr. De Leeuw file Section 16 reports separately from Mr. Hellman. Mr. Hellman disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.	

Remarks:
The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
HELLMAN ROBERT B JR
C/O AMERICAN INFRASTRUCTURE MLP FUND
950 TOWER LANE, SUITE 800
FOSTER CITY, CA 94404	X	X			

Signatures		
/s/ Robert B. Hellman, Jr.		12/26/2007	
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
*	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).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
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