SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* HELLMAN ROBERT B JR (Last) (First) (Middle) 525 MIDDLEFIELD ROAD SUITE 210 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 09/23/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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. 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	09/23/2004		D(1)		551,250	D	$9.53	13,532	I	See footnotes(2)(3)
Common Units representing limited partnership interests								5,000	D

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 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: 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. In connection with the initial public offering of common units of the Issuer, the underwriters have exercised their over-allotment option to purchase an additional 551,250 common units from the Issuer (the "Over-Allotment Purchase") which closed on September 23, 2004. Pursuant to the terms of the Issuer's First Amended and Restated Agreement of Limited Partnership, 50% of the proceeds from the Over-Allotment Purchase were used to redeem 551,250 common units owned by CFSI LLC, a Delaware limited liability company ("CFSI").

2. These securities are held directly by CFSI. McCown De Leeuw & Co. IV, L.P., a California limited partnership ("MDCIV"), McCown De Leeuw & Co. IV Associates, L.P., a California limited partnership ("MDCIVA") and Delta Fund LLC, a California limited liability company ("Delta" and, collectively with MDCIV and MDCIVA, the "MDC Funds") collectively control CFSI. The MDC Funds also collectively control Cornerstone Family Services LLC, a Delaware limited liability company ("CFS") that has an equity interest in CFSI. 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 directors of MDC Management and, as such, collectively control MDC Management. CFSI, MDCIV, MDCIVA, Delta, CFS, MDC Management, Mr. McCown and Mr. De Leeuw file Section 16 reports separately from Mr. Hellman.

3. Mr. Hellman disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

Remarks:

	Robert B. Hellman, Jr.	09/23/2004
	** Signature of Reporting Person	Date
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