U.S. $200,000,000                                             33-49539
R. R. DONNELLEY & SONS COMPANY                                RULE 424(b)(3)
MEDIUM-TERM NOTES, SERIES B
(FIXED RATE)

PRICING SUPPLEMENT NO. 3, DATED SEPTEMBER 21, 1994
TO PROSPECTUS DATED AUGUST 17, 1994 AND PROSPECTUS
SUPPLEMENT DATED AUGUST 17, 1994.
 
 
Principal Amount:                         Interest Rate:
     $5,000,000                                7.05%
Original Issue Date:                      Stated Maturity:
     October 3, 1994                           October 3, 1997
 
Regular Record Date(s):                   Interest Payment Date(s):
     May 1 and November 1                      May 15 and November 15
 
Form:  [XX] Book-Entry       [ ] Certificated
 
Specified Currency: U.S. Dollars
 
Option to Elect Payments in U.S. Dollars:  [ ] Yes  [ ] No
     (Applicable only if Specified Currency is other than U.S. Dollars)

Authorized Denominations:
     (Applicable only if Specified Currency is other than U.S. Dollars)

Agent's Commission (%): .35%                  U.S. Depositary:  DTC

Net Proceeds to the Company (%): 99.65%            Overdue Rate: N/A

Optional Redemption:  [ ] Yes  [XX] No

     Initial Redemption Date: N/A

     The Redemption Price shall initially be    % of the principal amount of the
Note to be redeemed and shall decline at each anniversary of the Initial
Redemption Date by    % of the principal amount to be redeemed until the
Redemption Price is 100% of such principal amount. N/A

Optional Repayment:  [ ] Yes   [XX] No

     Optional Repayment Dates: N/A

     Optional Repayment Prices: N/A

Optional Interest Reset:  [ ] Yes    [XX] No

     Optional Interest Reset Dates: N/A

Optional Extensions of Maturity:  [ ] Yes    [XX] No

     Extension Period: N/A

     Number of Extension Periods: N/A

     Final Maturity Date: N/A

Currency Determination Agent: N/A
     (Applicable only if Specified Currency is other than U.S. Dollars)
 
Amortizing Note:  [ ] YES    [XX] NO
 
Other Provisions: N/A
 
Original Issue           Total Amount of         Issue Price (expressed
Discount Security:       OID: N/A                as percentage of
                                                 aggregate principal
[ ] Yes   [XX] No                                amount: 100%


Yield To Maturity:       Short Accrual           Method Used To
          N/A            Period OID: N/A         Determine Yield For
                                                 Short Accrual Period:
                                                      N/A
                                                 [ ] Approximate    [ ] Exact

     The Company has allocated Debt Securities (as defined in the Prospectus)
having an initial public offering amount of $200,000,000 for sale as Medium Term
Notes, Series B (the "Notes") pursuant to the Prospectus Supplement to which
this Pricing Supplement is attached.  As of the date of this Pricing Supplement,
the aggregate principal amount of the Notes which have been sold (including the
Notes to which this Pricing Supplement relates) is $33,000,000.


                                LEHMAN BROTHERS