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* GOLDMAN SACHS & CO OHG (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol R H DONNELLEY CORP [ RHD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/19/2004
	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 Stock	03/19/2004		J(1)		1,526	A	$0	7,584	I	See(2)(3)

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
Stock Options (right to buy)	$29.585							(4)	05/01/2010	Common Stock	1,500		1,500	I	See(4)
Stock Options (right to buy)	$29.585							(5)	05/01/2010	Common Stock	1,500		1,500	I	See(5)
Convertible Cumulative Preferred Stock	(6)							(7)	(6)	Common Stock	8,341,119(8)		200,804(8)	I	See(9)
Warrants to Purchase Common Stock	$26.28							(7)	01/03/2008	Common Stock	577,500		577,500	I	See(9)
Warrants to Purchase Common Stock	$28.62							(7)	01/03/2008	Common Stock	1,072,500		1,072,500	I	See(9)
Stock Options (right to buy)	$29.205							(10)	01/03/2013	Common Stock	1,500		1,500	I	See(10)
Stock Options (right to buy)	$29.205							(11)	01/03/2013	Common Stock	1,500		1,500	I	See(11)

Explanation of Responses:

1. As a result of an internal restructuring among subsidiaries of The Goldman Sachs Group, Inc. ("GS Group"), 1,526 shares of Common Stock and an open short position of 7,126 shares of Common Stock that were previously held by affiliates of GS Group but were disaggregated from securities held by Goldman, Sachs & Co. ("Goldman Sachs") and the investment partnerships specified below in footnote 2 are now held directly by Goldman Sachs and are aggregated with securities held by such investment partner ships.

2. See Exhibit 99.1.

3. GS Group may be deemed to own 6,000 shares of Common Stock owned by Robert R. Gheewalla and Terence M. O'Toole, each a managing director of Goldman Sachs, in their capacity as directors of R.H. Donnelley Corporation (the "Company"). Each of Robert R. Gheewalla and Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such deferred shares for the benefit of GS Group. In addition, Goldman Sachs owns beneficially and directly and GS Group may be deemed to own beneficiall y and indirectly 1,584 shares of Common Stock. Goldman Sachs also has open short positions of 10,541 shares of Common Stock. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. Each of the Reporting Persons other than Goldman Sachs and GS Group disclaims beneficial ownership of the shares of Common Stock directly owned by Goldman Sachs and GS Group other than to the extent of its pecuniary interest therein.

4. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Robert R. Gheewalla, a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant, which was May 1, 2003. Robert R. Gheewalla has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

5. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Terence M. O'Toole, a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant, which was May 1, 2003. Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

6. Each share of Convertible Cumulative Preferred Stock (the "Preferred Stock") is convertible at any time at the option of the holder into a number of fully paid and nonassessable shares of Common Stock equal to $1,000 for each share of Preferred Stock outstanding, plus an amount equal to all accrued but unpaid dividends thereon as of the date of conversion, divided by $24.05. The Certificate of Designations governing the Preferred Stock contains customary anti-dilution protection for the shares of Preferred Stock. The Preferred Stock may be redeemed by the Company, at its option, at any time after January 3, 2013.

7. Immediately exercisable.

8. The number of shares of Common Stock underlying the Preferred Stock increases as dividends accumulate on the Preferred Stock.

9. See Exhibit 99.1.

10. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Robert R. Gheewalla, a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant, which was January 3, 2003. Robert R. Gheewalla has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

11. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Terence M. O'Toole, a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant, which was January 3, 2003. Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

	/s/ Roger S. Begelman, Attorney-in-fact	03/25/2004
	** Signature of Reporting Person	Date
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