FORM 8-A/A
(Amendment No. 1)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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

Stoneleigh Partners Acquisition Corp.
(Exact name of registrant as specified in its charter)
 
Delaware
  
20-3483933
(State of incorporation or organization)
 
(I.R.S. Employer Identification No.)
     
c/o PLM International, Inc., 555 Fifth Avenue, New York, NY
  
10017
(Address of principal executive offices)
  
(Zip Code)

Securities to be registered 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
     
Units, each consisting of common stock, par value $0.0001 per share and one warrant
  
American Stock Exchange
 
  
 
Common Stock, par value $0.0001 per share
  
American Stock Exchange
     
Warrants
  
American Stock Exchange
 
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. o

Securities Act registration statement file number to which this form relates:
333-133235     (if applicable)

 
Securities to be registered pursuant to Section 12(g) of the Act:
 
None

Item 1.
Description of Registrant’s Securities to be Registered.

General

The information required by this item is contained under the heading “Description of Securities” in the registration statement to which this Form 8-A relates (File No. 333-133235). This information is incorporated herein by reference.

Item 2.
Exhibits.

 
*3.1
Amended and Restated Certificate of Incorporation
     
 
*3.2
By-Laws
     
 
*4.1
Specimen Unit Certificate
     
 
*4.2 
Specimen Common Stock Certificate 
     
 
*4.3
Specimen Warrant Certificate
     
 
*4.4
Form of Unit Purchase Option to be granted to Representative
     
 
*4.5
Form of Warrant Agreement between Continental Stock Transfer and Trust Company and the Registrant

 
*
Incorporated by reference from the Company’s Registration Statement on Form S-1, which was originally filed with the Securities and Exchange Commission on April 12, 2006, as amended.
     


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.
 
 
Stoneleigh Partners Acquisition Corp.
       
       
Dated: May 29, 2007
By:
/s/ James A. Coyne
   
Name:
James A. Coyne
   
Title:
Vice Chairman and
     
Chief Financial Officer