SEC FORM 4

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

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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^*

GHEEWALLA ROBERT R

(Last)

(First)

(Middle)

C/O GOLDMAN, SACHS & CO.

85 BROAD STREET

(Street)

NEW YORK

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)

X	Director	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/19/2004		J⁽¹⁾		1,526	A	$0	7,584	I	See⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (right to buy)	$29.585							⁽³⁾	05/01/2010	Common Stock	1,500		1,500	I	See⁽²⁾⁽³⁾
Stock Options (right to buy)	$29.585							⁽⁴⁾	05/01/2010	Common Stock	1,500		1,500	I	See⁽²⁾⁽⁴⁾
Convertible Cumulative Preferred Stock	⁽⁵⁾							⁽⁶⁾	⁽⁵⁾	Common Stock	8,341,119		200,604	I	See⁽²⁾⁽⁷⁾
Warrants to purchase Common Stock	$28.62							⁽⁶⁾	01/03/2008	Common Stock	1,072,500		1,072,500	I	See⁽²⁾⁽⁷⁾
Warrants to purchase Common Stock	$26.28							⁽⁶⁾	01/03/2008	Common Stock	577,500		577,500	I	See⁽²⁾⁽⁷⁾
Stock Options (right to buy)	$29.205							⁽⁸⁾	01/03/2013	Common Stock	1,500		1,500	I	See⁽²⁾⁽⁸⁾
Stock Options (right to buy)	$29.205							⁽⁹⁾	01/03/2013	Common Stock	1,500		1,500	I	See⁽²⁾⁽⁹⁾

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 certain investment partnerships of which affiliates of Goldman Sachs and GS Group are the general partner, managing partner, or managing general partner (such in vestment partnerships, collectively, the "Limited Partnerships") are now held directly by Goldman Sachs and are aggregated with securities held by the Limited Partnerships.

2. See Exhibit 99.1.

3. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to the Reporting Person. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the next three Annual Meetings of Shareholders of R. H. Donnelley Corporation (the "Company"), following the date of grant which was May 1, 2003. The Reporting Person has an understanding with GS Group pursuant to which he holds such options for th e benefit of GS Group.

4. 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. 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 p ursuant to which he holds such options for the benefit of GS Group.

5. Each share of Convertible Cumulative Preferred Stock ("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 number of shares of Common Stock underlying the Preferred Stock increases as dividends accumulate on the Preferred Stock. The Preferred Stock may be redeemed by the Company, at its option, at any time after January 3, 2013.

6. Immediately exercisable.

7. Goldman Sachs and GS Group may be deemed to own beneficially and indirectly 200,604 shares of Convertible Cumulative Preferred Stock of the Company which are convertible into 8,341,119 shares of Common Stock and warrants to purchase 1,650,000 shares of Common Stock, through the Limited Partnerships. The number of shares of Common Stock underlying the Convertible Cumulative Preferred Stock increases as dividends accumulate on the Convertible Cumulative Preferred Stock. The Convertible Cumulative Preferred Stock and warrants reported herein are owned by the Limited Partnerships.

8. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to the Reporting Person. 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. The Reporting Person has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

9. 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. 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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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