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^*

Burnett George

(Last)

(First)

(Middle)

C/O R.H. DONNELLEY CORPORATION

1001 WINSTEAD DRIVE

(Street)

CARY

27513

(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
X	Officer (give title below)	Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2006

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, $1.00 par value per share	01/31/2006		A		54,481⁽¹⁾	A	⁽¹⁾	54,481	D
Common Stock, $1.00 par value per share	01/31/2006		A		24,395⁽²⁾	A	⁽¹⁾	24,395	I	By Trust⁽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)
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 Option (right to buy)	$10.78	01/31/2006		A		221,028		01/31/2006	11/08/2012	Common Stock	221,028	⁽⁴⁾	221,028	D
Stock Option (right to buy)	$10.78	01/31/2006		A		221,019		01/31/2006	09/09/2013	Common Stock	221,019	⁽⁵⁾	442,047	D

Explanation of Responses:

1. Mr. Burnett received 54,481 shares of R.H. Donnelley Corporation common stock in exchange for 225,560 shares of common stock, par value $0.01 per share, of Dex Media, Inc. in connection with the merger (the "Merger") of Dex Media, Inc. with and into Forward Acquisition Corp., a wholly owned subsidiary of R.H. Donnelley Corporation. In the Merger, each share of Dex Media, Inc. common stock outstanding immediately prior to the effective time of the Merger was converted into the right to receive .24154 of a share of R.H. Donnelley Corporation common stock and $12.30 in cash. The last reported closing price of R.H. Donnelley Corporation common stock prior to the effective time of the Merger was $64.01 per share. The last reported closing price of Dex Media, Inc. common stock prior to the effective time of the Merger was $27.72 per share.

2. Received in the Merger in exchange for 101,000 shares of Dex Media, Inc. common stock.

3. Represents an aggregate of 24,395 shares of common stock held by two irrevocable trusts for the benefit of Mr. Burnett's children for which George Burnett, Robert C. Burnett and Todd S. McCuaig serve as the co-trustees. Mr. Burnett disclaims beneficial ownership of these 24,395 shares.

4. Received in the Merger in exchange for options to purchase 513,100 shares of Dex Media, Inc. common stock for an exercise price of $4.64 per share.

5. Received in the Merger in exchange for options to purchase 513,080 shares of Dex Media, Inc. common stock for an exercise price of $4.64 per share.

	/s/ Robert J. Bush, Attorney in Fact for Reporting Person	02/02/2006
	** 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 4 (b)(v).
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