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^*

ECKERT ALFRED C III

(Last)

(First)

(Middle)

500 CAMPUS DRIVE

SUITE 220

(Street)

FLORHAM PARK

07932

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/27/2004

3. Issuer Name and Ticker or Trading Symbol
DONNELLEY R R & SONS CO [ RRD ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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⁾	23,625⁽²⁾	D
Common Stock⁽¹⁾	10,653,525⁽²⁾⁽³⁾	I	See Notes⁽⁴⁾⁽⁵⁾

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)
Option (Right to Buy)	⁽⁶⁾	04/12/2011	Common Stock⁽¹⁾	3,150⁽⁷⁾	$7.4	D
Option (Right to Buy)	⁽⁶⁾	04/18/2012	Common Stock⁽¹⁾	3,150⁽⁷⁾	$25.49	D

Explanation of Responses:

1. Common Stock, and rights to purchase Series A Junior Participating Preferred Stock attached thereto.

2. Received pursuant to combination agreement between Issuer and Moore Wallace Incorporated ("Moore Wallace") in exchange for shares of Moore Wallace common stock.

3. Greenwich Street Capital Partners II, L.P. ("GSCP II") is the direct beneficial owner of 9,517,625 shares of the Common Stock, GSCP Offshore Fund, L.P. ("GSCP Offshore") is the direct beneficial owner of 198,422 shares of Common Stock, Greenwich Fund, L.P. ("Greenwich Fund") is the direct beneficial owner of 322,397 shares of Common Stock, Greenwich Street Employees Fund, L.P. ("Employees Fund") is the direct beneficial owner of 568,174 shares of Common Stock and TRV Executive Fund, L.P. ("TRV," and together with GSCP II, GSCP Offshore, Greenwich Fund and Employees Fund, the "Greenwich Street Funds") is the direct beneficial owner of 46,907 shares of Common Stock.

4. Mr. Eckert is deemed to be the indirect beneficial owner of the 10,653,525 shares of Common Stock owned by the Greenwich Street Funds in his capacity as (a) a managing member of Greenwich Street Investments II, L.L.C., which is the general partner of each of the Greenwich Street Funds, (b) a limited partner of GSCP (NJ), L.P. (the "Funds Manager"), which is the manager of the Greenwich Street Funds, and (c) an executive officer and stockholder of GSCP (NJ) Inc., which is the general partner of the Funds Manager.

5. Mr. Eckert disclaims beneficial ownership of the shares of Common Stock owned by the Greenwich Street Funds. Nothing in this Form 3 shall be construed as an admission that Mr. Eckert is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities reported on this Form 3, except to the extent of his pecuniary interest in any such securities. The ownership of the shares of Common Stock by the Greenwich Street Funds is being reported by Mr. Eckert only because of his affiliation with the Greenwich Street Funds.

6. All options became exercisable upon consummation of the business combination between the company and Moore Wallace.

7. Received pursuant to combination agreement between Issuer and Moore Wallace in exchange for Moore Wallace options.

	Jennifer Reiners, pursuant to Power of Attorney	03/08/2004
	** 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).
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