8-K

UNITED STATES

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):  07/05/2006

R. R. DONNELLEY & SONS COMPANY

(Exact name of registrant as specified in its charter)

Commission File Number:  1-4694

DE	361004130
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

111 S. Wacker Dr., Chicago, IL 60606

(Address of principal executive offices, including zip code)

312-326-8000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Information to be included in the report

Item 5.04.    Temporary Suspension of Trading Under Registrant's Employee Benefit Plans

R.R. Donnelley & Sons Company (the "Company") was notified on July 5, 2006, that as a result of a change in the recordkeepers for the Donnelley Deferred Compensation and Voluntary Savings Plan and the Moore Wallace North America, Inc. Savings Plan (the "Plans"), there will be a blackout period beginning on July 27, 2006, and ending on or about August 11, 2006 (the "Blackout Period"), during which participants in the Plans will be temporarily unable to direct or diversify investments in their individual accounts, including accounts that hold common stock of the Company, to obtain a loan or distribution from the Plans, or to obtain a hardship withdrawal from the Plans.

As a result of the foregoing, on July 6, 2006, the Company sent a notice to its directors and executive officers informing them that a blackout period with respect to directors and executive officers is expected to be in effect beginning July 27, 2006 and ending on or about August 11, 2006, during which period they will be prohibited from enga ging in any transactions in equity securities of the Company (the "Notice").

The Notice was provided to the Company's directors and executive officers pursuant to the requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission's Regulation BTR. A copy of the Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

A participant in either Plan, a security holder or other interested person may obtain without charge, information regarding the Blackout Period, including the actual ending date of the Blackout Period, by contacting David Dykshorn at (312) 326-8199, before and during the Blackout Period.

Item 9.01.    Financial Statements and Exhibits

99.1 Notice to Directors and Executive Officers

Signature(s)

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 hereunto duly authorized.

		R. R. DONNELLEY & SONS COMPANY
Date: July 06, 2006	By:	/s/    Suzanne S. Bettman
		Suzanne S. Bettman
		Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
EX-99.1	Notice to Directors and Executive Officers

EX-99.1 2 rrd122972_14686.htm NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS

Important Notice To Directors and Executive Officers of
RR Donnelley
Concerning the Blackout Period Under 401(k) Plans

As you know, the Donnelley Deferred Compensation and Voluntary Savings Plan and the Moore Wallace North America, Inc. Savings Plan (the "401(k) Plans") will be changing recordkeepers effective August 1, 2006. In connection with this change, our current and former employees who participate in the 401(k) Plans will be temporarily unable to:

• direct or diversify investments in their 401(k) Plan accounts (including transfers into or out of the RR Donnelley common stock fund),
• receive distributions from the 401(k) Plans and
• obtain 401(k) Plan loans.

This short-term period during which participants in the 401(k) Plans will be unable to exercise these rights will qualify as a "blackout period" under the Sarbanes-Oxley Act, and therefore will require us also to prohibit RR Donnelley's directors and executive officers from trading in RR Donnelley common stock during this period.

The blackout period for the 401(k) Plans is expected to begin on July 27, 2006 and is expected to end on or about August 11, 2006. You will receive a follow up notice informing you when the blackout period has ended, however, during this period, you can determine whether the blackout period has started or ended by calling David Dykshorn at (312) 326-8199.

During the blackout period you will not be permitted to purchase, sell or otherwise acquire or transfer, directly or indirectly, any shares of RR Donnelley common stock. For example, you will be prohibited from:

• transferring your own 401(k) Plan account into or out of RR Donnelley shares,
• buying or selling shares of RR Donnelley common stock on the open market, and
• exercising RR Donnelley stock options.

(In addition, you are subject to RR Donnelley's Pre-Clearance and Window Period Policy that requires you to pre-clear any proposed transaction with the General Counsel.)

This trading prohibition does not apply to certain exempt transactions, such as purchases under our Employee Stock Purchase Plan, salary deferral contributions into the 401(k) Plans and purchases under our dividend reinvestment plan. Although you are permitted to engage in transactions involving equity securities that were not acquired in connection with your services as a director or executive officer, there is a presumption that any such transactions are prohibited unless you can identify the source of the shares and show that you used the same identification for all related purposes, such as tax reporting and disclosure requirements.

Any profit realized by a director or executive officer from any non-exempt transaction involving RR Donnelley common stock during the blackout period is recoverable by RR Donnelley. Accordingly, we strongly urge you to refrain from making any trades in RR Donnelley common stock during the blackout period.

If you have any questions concerning this notice or whether certain transactions are subject to this prohibition, you should contact Sue Bettman at sue.bettman@rrd.com or (312) 326-8233.

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

Important Notice To Directors and Executive Officers of
RR Donnelley
Concerning the Blackout Period Under 401(k) Plans

As you know, the Donnelley Deferred Compensation and Voluntary Savings Plan and the Moore Wallace North America, Inc. Savings Plan (the "401(k) Plans") will be changing recordkeepers effective August 1, 2006. In connection with this change, our current and former employees who participate in the 401(k) Plans will be temporarily unable to:

• direct or diversify investments in their 401(k) Plan accounts (including transfers into or out of the RR Donnelley common stock fund),
• receive distributions from the 401(k) Plans and
• obtain 401(k) Plan loans.

This short-term period during which participants in the 401(k) Plans will be unable to exercise these rights will qualify as a "blackout period" under the Sarbanes-Oxley Act, and therefore will require us also to prohibit RR Donnelley's directors and executive officers from trading in RR Donnelley common stock during this period.

The blackout period for the 401(k) Plans is expected to begin on July 27, 2006 and is expected to end on or about August 11, 2006. You will receive a follow up notice informing you when the blackout period has ended, however, during this period, you can determine whether the blackout period has started or ended by calling David Dykshorn at (312) 326-8199.

During the blackout period you will not be permitted to purchase, sell or otherwise acquire or transfer, directly or indirectly, any shares of RR Donnelley common stock. For example, you will be prohibited from:

• transferring your own 401(k) Plan account into or out of RR Donnelley shares,
• buying or selling shares of RR Donnelley common stock on the open market, and
• exercising RR Donnelley stock options.

(In addition, you are subject to RR Donnelley's Pre-Clearance and Window Period Policy that requires you to pre-clear any proposed transaction with the General Counsel.)

This trading prohibition does not apply to certain exempt transactions, such as purchases under our Employee Stock Purchase Plan, salary deferral contributions into the 401(k) Plans and purchases under our dividend reinvestment plan. Although you are permitted to engage in transactions involving equity securities that were not acquired in connection with your services as a director or executive officer, there is a presumption that any such transactions are prohibited unless you can identify the source of the shares and show that you used the same identification for all related purposes, such as tax reporting and disclosure requirements.

Any profit realized by a director or executive officer from any non-exempt transaction involving RR Donnelley common stock during the blackout period is recoverable by RR Donnelley. Accordingly, we strongly urge you to refrain from making any trades in RR Donnelley common stock during the blackout period.

If you have any questions concerning this notice or whether certain transactions are subject to this prohibition, you should contact Sue Bettman at sue.bettman@rrd.com or (312) 326-8233.