SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

CLARKE DAVID T

(Last)

(First)

(Middle)

103 JFK PARKWAY

(Street)

SHORT HILLS

07078

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2003

3. Issuer Name and Ticker or Trading Symbol
DUN & BRADSTREET CORP/NW [ DNB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, U.S. S&MS

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,480	D
Common Stock	2,816.7302	I	Held in ESPP⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option - Right to Buy	12/21/1995⁽²⁾	12/20/2004	Common Stock	1,940	$9.5301	D
Non-Qualified Stock Option - Right to Buy	12/20/1996⁽²⁾	12/19/2005	Common Stock	2,026	$11.2508	D
Non-Qualified Stock Option - Right to Buy	11/15/1997⁽²⁾	11/15/2006	Common Stock	1,746	$10.5948	D
Non-Qualified Stock Option - Right to Buy	12/22/1998⁽²⁾	12/22/2007	Common Stock	1,807	$14.0731	D
Non-Qualified Stock Option - Right to Buy	07/01/2003	07/01/2008	Common Stock	1,705	$16.892	D
Non-Qualified Stock Option - Right to Buy	03/31/2004	03/31/2009	Common Stock	2,030	$17.5862	D
Non-Qualified Stock Option - Right to Buy	12/21/2002⁽³⁾	12/21/2009	Common Stock	3,600	$14.4083	D
Non-Qualified Stock Option - Right to Buy	01/19/2003⁽³⁾	01/19/2010	Common Stock	2,005	$14.0381	D
Non-Qualified Stock Option - Right to Buy	12/04/2003⁽³⁾	12/04/2010	Common Stock	16,300	$23.7188	D
Non-Qualified Stock Option - Right to Buy	12/19/2004⁽³⁾	12/19/2011	Common Stock	8,800	$36.16	D
Non-Qualified Stock Option - Right to Buy	02/12/2006⁽³⁾	02/12/2013	Common Stock	11,500	$34.165	D

Explanation of Responses:

1. Held in the ESPP (Employee Stock Purchase Plan) as of 7/11/03

2. One-fourth of the option vests each year beginning on the date indicated.

3. One-third of the option vests each year beginning on the date indicated.

	David T. Clarke	08/07/2003
	** 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 5 (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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