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^*

Mieske John

(Last)

(First)

(Middle)

1001 WINSTEAD DRIVE

(Street)

CARY

27513

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/04/2005

3. Issuer Name and Ticker or Trading Symbol
R H DONNELLEY CORP [ RHD ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP Finance & Operations

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	1,304	D

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)	⁽¹⁾	02/12/2010	Common Stock	45,000	$30.36	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	02/26/2011	Common Stock	11,100	$41.095	D
Stock Appreciation Rights	⁽³⁾	07/28/2011	Common Stock	18,094	$41.58	D

Explanation of Responses:

1. The options vest in 25% increments annually commencing as of 02/12/03.

2. The options vest in 33% increments annually commencing as of 2/26/05.

3. These stock appreciation rights have been granted under the 2001 Stock Award and Incentive Plan and will become 100% vested on the fifth anniversary of the grant date. However, if R. H. Donnelley meets its revenue and EBITDA growth targets under the annual and cumulative three-year business plan ("the Plan"), vesting will be accelerated to 33.3% commencing on the one-year anniversary of the grant date. If the Plan is not met at the first anniversary, there is a one time catch-up opportunity at the second anniversary in which 66.6% becomes vested based on cumulative three-year results compared to the Plan.

	John Lawrence Mieske	03/08/2005
	** 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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