8-K

 
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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                            FORM 8-K CURRENT REPORT


                     PURSUANT TO SECTION 13 or 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported)  MARCH 28, 1996


                         R.R. DONNELLEY & SONS COMPANY
             (Exact name of registrant as specified in its charter)



         DELAWARE                       1-4694                  36-1004130
(State or other jurisdiction         (Commission              (IRS Employer
     of incorporation)               file number)          Identification No.)



         77 WEST WACKER DRIVE
          CHICAGO, ILLINOIS                               60601
(Address of principal executive offices)               (Zip Code)

                 Registrant's Telephone Number  (312) 326-8000


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ITEM 5.  OTHER EVENTS

     On March 28, 1996, the Company issued a press release regarding an
accounting charge to reflect a restructuring and asset write-downs, a copy of
which is attached as Exhibit 99.1 and which is hereby incorporated by reference.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION 
         AND EXHIBITS



         EXHIBIT     DESCRIPTION
         -------     -----------
                      
          99.1       Press Release of R.R. Donnelley & Sons Company Issued 
                     March 28, 1996.
 

                                   SIGNATURE

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.

                                  R.R. DONNELLEY & SONS COMPANY



Date: March 28, 1996              By:  /s/ Deborah M. Regan
                                       ------------------------
                                       Deborah M. Regan
                                       Vice President and Corporate Secretary
                                       (Authorized Officer)

 
               "The actions we are announcing today will significantly enhance
     the value of this company to shareholders," R.R. Donnelley Chairman and
     Chief Executive Officer John R. Walter said.  "With the prolonged Federal
     Trade Commission challenge to the Meredith/Burda acquisition now behind us
     and advances in printing technology, we are able to take the actions needed
     to bring our gravure platform to the levels of efficiency, productivity and
     profitability we have already achieved in our pre-eminent web-offset
     platform.  Combined with our other strengths -- our technology, strong and
     growing customer franchise, global reach and the range of services we
     provide -- we are positioned to lead our industry for years to come."

               The company said that its actions will result in a one-time pre-
     tax charge of $512 million, or $2.67 per share after-tax, which will be
     recorded in the first quarter. Approximately $195 million of the charge is
     related to the gravure platform realignment. Approximately $189 million is
     related to the repositioning of Stream International's worldwide operations
     and other smaller manufacturing restructuring actions.  In addition, the
     company is writing down approximately $128 million in equipment,
     intangibles and investments in non-core businesses.

               Pre-tax cash outlays associated with the restructuring and
     realignment charge are expected to total approximately $147 million, which
     will be incurred in 1996 and 1997 and paid back within two years of the
     expenditure.  The remaining $365 million relates to non-cash items, mainly
     the write-down of fixed assets and goodwill.

               Walter noted that R.R. Donnelley also will invest $160 million in
     new equipment and plant upgrades to enhance its overall competitive
     position.  The 1996 portion of these investments, which will be made over a
     three-year period, is included in the company's capital spending program
     for the year, which, as previously announced, is expected to total $500
     million to $550 million.  He stressed that, with the planned investments in
     R.R. Donnelley's gravure production facilities and transfers of equipment
     from Newton and Casa Grande to 

 
     other manufacturing sites, the plant closings will not reduce the company's
     commercial print production capacity.

               "Combined with other investments we are making in our commercial
     print platform and the systems that support it," Walter said, "we will be
     in an even better position to serve our customers and win new business."

               The Casa Grande, Ariz. and Newton, N.C. plants will close in mid-
     and late-1997, respectively.  The Casa Grande plant employs approximately
     300 people and the Newton plant employs approximately 650 people.

               R.R. Donnelley will provide programs to help employees find jobs
     in other facilities, where approximately 170 new jobs will be created as a
     result of the realignment, or, where that is not possible, outside the
     company.  R.R. Donnelley also will offer special separation pay, extended
     medical benefits and skills training to employees who remain on the payroll
     until their established separation dates.

               Separately, Walter said that first-quarter net income, excluding
     the one-time charge, is expected to be 5 cents to 10 cents per share lower
     than 1995's first quarter. He stressed that, excluding the one-time charge,
     the company remains comfortable with analysts' consensus earnings estimates
     for the full year, which are in the $2.20 to $2.25 per share range.

               "Our lower earnings for the quarter are attributable to declines
     in by-product prices, which are down significantly from year-ago levels,"
     Walter said. He added that first-quarter results also would be affected by
     lower catalog, magazine and book printing revenues and earnings. "However,"
     he said, "we expect production and earnings in these areas to improve
     significantly as we move forward."

 
               Additionally, he said, first-quarter earnings were constrained by
     the continuing shakeout in the computer hardware and software industries,
     which affected Stream International.

               Walter said that these factors were partly offset by gains on the
     sale of investments in the company's venture capital portfolio.

               R.R. Donnelley & Sons Company (1995 sales $6.5 billion) is a
     world leader in managing, reproducing and distributing print and digital
     information for the publishing, retailing, merchandising and information-
     technology markets.  It specializes in the production of catalogs, inserts,
     magazines, books, directories, and financial and computer documentation.
     Founded in Chicago in 1864, the company employs 41,000 people in 26
     countries on five continents.

                                      ###

EX-99.1

 
 
Contact:                                                            Exhibit 99.1

     Chicago Media Contact              Newton Media Contact
     Steve Bono                         William Lowe
     Vice President, Corporate Affairs  Senior Director, Corporate Communication
     (312) 326-8330                     (704) 465-9401

     Casa Grande Media Contact          Investor Contact
     Brad Wilks                         Wendy Wilson
     (520) 836-4534                     Vice President, Investor Relations
                                        (312) 326-8702


     For Immediate Release


     R.R. DONNELLEY ANNOUNCES MANUFACTURING RESTRUCTURING
     Action will create low-cost industry position
     $512 million charge reflects realignment and asset write-downs
     First-quarter earnings, excluding charge, will be lower than year earlier

               Chicago March 28, 1996 -- R.R. Donnelley & Sons Company
     (NYSE:DNY) today announced that it is taking action to create the lowest-
     cost, highest-value-added commercial printing platform in the industry.

               The company said it will restructure and realign its gravure
     operations in North America, reposition other businesses, and write down
     certain equipment, investments in non-core businesses and intangible
     assets.

               As part of this action, R.R. Donnelley will close its gravure
     printing facilities in Casa Grande, Ariz. and Newton, N.C. over the next 20
     months.  Production in those plants, acquired in 1990 as part of the
     acquisition of the Meredith/Burda companies, will be transferred to other
     gravure printing locations in R.R. Donnelley's national network.
 
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