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                                UNITED  STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                  FORM 10-K/A

    [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 1998

                                      OR

    [_]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

            For the transition period from            to
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                         Commission file number 1-4694

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

              Delaware                                 36-1004130
   (State or other jurisdiction of                  (I.R.S. Employer
   incorporation or organization)                  Identification No.)

        77 West Wacker Drive,
          Chicago, Illinois                               60601
   (Address of principal executive                     (ZIP Code)
              offices)

                 Registrant's telephone number--(312) 326-8000

          Securities registered pursuant to Section 12(b) of the Act:

        Title of each Class        Name of each exchange on which registered
 -----------------------------   ----------------------------------------------
    Common (Par Value $1.25)     New York, Chicago and Pacific Stock Exchanges
 Preferred Stock Purchase Rights New York, Chicago and Pacific Stock Exchanges

  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to the
filing requirements for the past 90 days.
                                                 Yes   X               No

  Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information state-
ments incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. [X]

  As of January 31, 1999, 133,657,005 shares of common stock were outstanding,
and the aggregate market value of the shares of common stock (based on the
closing price of these shares on the New York Stock Exchange--Composite Trans-
actions on January 31, 1999) held by nonaffiliates was $4,795,177,263.

                      DOCUMENTS INCORPORATED BY REFERENCE

  Portions of the registrant's definitive Proxy Statement dated February 18,
1999, are incorporated by reference into Part III of this Form 10-K.

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                                   SIGNATURE

  The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for
1998 as set forth below:

  (a)  Item 11. EXECUTIVE COMPENSATION

  Information concerning executive and director compensation for the year ended
December 31, 1998, and, with respect to certain of such information, prior
years, is contained on pages 17, 21-24 and 28-30 of the company's definitive
proxy statement dated February 18, 1999, and is incorporated herein by
reference.

  Pursuant to the requirement of Section 13 or 15(d) 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, on the 5th day of August,
1999.
                                          R. R. DONNELLEY & SONS COMPANY

                                                /s/ Gregory A. Stoklosa
                                          By __________________________________
                                                   Gregory A. Stoklosa,
                                               Vice President and Controller

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