S-4

As filed with the Securities and Exchange Commission on June 18, 2004

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

R.R. Donnelley & Sons Company

(Exact Name of Registrant as Specified in its Charter)

Delaware	36-1004130
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

77 West Wacker Drive

Chicago, Illinois 60601-1696

(866) 425-8272

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Suzanne S. Bettman

Senior Vice President

General Counsel and Assistant Secretary

R.R. Donnelley & Sons Company

77 West Wacker Drive

Chicago, Illinois 60601-1696

(312) 326-8233

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Robert W. Downes

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

(212) 558-4000

Approximate date of commencement of proposed sale to the public:    As soon as practicable after this registration statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED(1)		PROPOSED MAXIMUM OFFERING PRICE PER UNIT		PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(1)		AMOUNT OF REGISTRATION FEE(2)
3.75% Notes Due 2009	$	400,000,000	100	%	$	400,000,000	$	126,700
4.95% Notes Due 2014	$	600,000,000	100	%	$	600,000,000

(1) Determined solely for the purpose of calculating the registration fee pursuant to Rule 457(f)(2) promulgated under the Securities Act.

(2) Represents aggregate registration fee for all classes.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated                     , 2004

PROSPECTUS

$1,000,000,000

R.R. Donnelley & Sons Company

Offer to Exchange

$400,000,000              3.75% Notes Due 2009	$600,000,000              4.95% Notes Due 2014
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR ALL OUTSTANDING UNREGISTERED	WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR ALL OUTSTANDING UNREGISTERED
$400,000,000              3.75% Notes Due 2009	$600,000,000              4.95% Notes Due 2014

R.R. Donnelley & Sons Company, or RR Donnelley, is hereby offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange $400,000,000 aggregate principal amount of its outstanding, unregistered 3.75% Notes due 2009 (which we refer to as the unregistered 2009 Notes) that you now hold for an equal principal amount of 3.75% Notes due 2009 (which we refer to as the registered 2009 Notes) with substantially identical terms and $600,000,000 aggregate principal amount of its outstanding, unregistered 4.95% Notes due 2014 (which together with the unregistered 2009 Notes are referred to as the private notes) that you now hold for an equal principal amount of 4.95% Notes due 2014 (which together with the registered 2009 Notes are referred to as the exchange notes) with substantially identical terms. The exchange notes are registered under the Securities Act of 1933, as amended, and, as a result, will generally not be subject to the transfer restrictions applicable to the private notes. This exchange offer will expire at 5:00 p.m., New York City time, on                     , 2004, unless we extend the expiration date for up to 20 business days. You must tender your private notes by the expiration date to obtain exchange notes and the liquidity benefits the exchange notes offer.

We have agreed with the initial purchasers of the private notes to make this exchange offer and to register the issuance of the exchange notes after the initial sale of the private notes. This exchange offer applies to any and all private notes tendered by the expiration date.

The exchange notes will be unsecured senior obligations of RR Donnelley and will rank equally with all of its unsecured senior indebtedness. The exchange notes will be effectively subordinated to RR Donnelley’s secured indebtedness.

We will not list the exchange notes on any established exchange.

Investing in the exchange notes involves a high degree of risk. See “ Risk Factors,” beginning on page 8, for a discussion of certain factors that you should consider in connection with the exchange offer and an investment in the exchange notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2004.

AVAILABLE INFORMATION

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission, or the SEC, on a regular basis. You may read and copy this information or obtain copies of this information by mail from the Public Reference Section of the SEC, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Further information on the operation of the SEC’s Public Reference Room in Washington, D.C. can be obtained by calling the SEC at 1-800-SEC-0330.

The SEC also maintains an Internet world wide web site that contains those reports, proxy statements and other information about issuers, like us, who file electronically with the SEC. The address of that site is http://www.sec.gov.

This prospectus incorporates important business and financial information about RR Donnelley from documents that are not included in or delivered with this document. You can obtain documents incorporated by reference in this document by requesting them in writing or by telephone at the following address or telephone number:

R.R. Donnelley & Sons Company

77 West Wacker Drive

Chicago, Illinois 60601

Telephone: (866) 425-8272

You will not be charged for any of these documents that you request. In order to ensure timely delivery of the documents, any request should be made at least five days prior to the expiration date.

See “Documents Incorporated by Reference” on page 39.

Table of Contents

	Page
SUMMARY	1
THE EXCHANGE NOTES	6
RISK FACTORS	8
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS	12
USE OF PROCEEDS	14
THE EXCHANGE OFFER	15
DESCRIPTION OF THE EXCHANGE NOTES	25
BOOK-ENTRY; DELIVERY AND FORM	35
PLAN OF DISTRIBUTION	37
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	38
VALIDITY OF THE EXCHANGE NOTES	38
EXPERTS	38
DOCUMENTS INCORPORATED BY REFERENCE	39

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SUMMARY

This summary may not contain all of the information that may be important to you. You should read the entire prospectus and the documents incorporated by reference and noted below under “Documents Incorporated by Reference” before making a decision to exchange any notes. For a complete understanding of this exchange offer, we urge you to read this entire document, especially the discussion of the risks of investing in the notes discussed under “Risk Factors.” In this prospectus, unless the context indicates otherwise, the term “RR Donnelley” refers to R.R. Donnelley & Sons Company and its subsidiaries. The term “Moore Wallace” refers to Moore Wallace Incorporated and its subsidiaries. The terms “we,” “us,” “company” and “our” refer to RR Donnelley and Moore Wallace as a combined company.

RR Donnelley

RR Donnelley is a full-service global print provider and the largest printing company in North America, serving customers in the publishing, healthcare, advertising, retail, technology, financial services, and many other industries. Founded 140 years ago, the company provides solutions in commercial printing, forms and labels, direct mail, financial printing, print fulfillment, business communication outsourcing, logistics, online services, digital photography, and content and database management. The largest companies in the world and others rely on RR Donnelley’s scale, scope and insight through a comprehensive range of online tools, variable printing services, and market-specific solutions.

On February 27, 2004, RR Donnelley completed its business combination with Moore Wallace with each common share of Moore Wallace being exchanged for 0.63 of a share of common stock of RR Donnelley.

As a result of the combination, we are now one of the largest integrated providers of print management solutions in North America with an established and diverse Fortune 500 customer base, a broad geographic production and distribution network and a diversified product offering. After the combination, on the pro forma basis set forth herein for the year ended December 31, 2003, we would have had net sales of $8.2 billion and income from operations of $452.5 million.

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Summary of the Exchange Offer

The Exchange Offer We are offering to exchange

• $1,000 principal amount of our 3.75% Notes due 2009 registered under the Securities Act,

for

• each $1,000 principal amount of our unregistered 3.75% Notes due 2009 issued on March 10, 2004 in a private offering,

and

• $1,000 principal amount of our 4.95% Notes due 2014 registered under the Securities Act,

for

• each $1,000 principal amount of our unregistered 4.95% Notes due 2014 issued on March 10, 2004 in a private offering.

We refer to the 3.75% Notes due 2009 and the 4.95% Notes due 2014 registered under the Securities Act collectively as the exchange notes. We refer to the unregistered 3.75% Notes due 2009 and 4.95% Notes due 2014 issued on March 10, 2004 in a private offering collectively as the private notes. We sometimes will refer to the exchange notes and the private notes together as the notes. As of the date of this prospectus, there is $1,000,000,000 aggregate principal amount of private notes outstanding. See “The Exchange Offer.”

Expiration Date The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2004, unless we extend it for up to 20 business days. In that case, the phrase “expiration date” will mean the latest date and time to which we extend the exchange offer. We will issue exchange notes on the expiration date or promptly after that date.

Conditions to the Exchange Offer The exchange offer is subject to customary conditions which include, among other things, any applicable law or any applicable interpretation of the staff of the SEC which, in our reasonable judgment, would materially impair our ability to proceed with the exchange offer. The exchange offer is not conditioned upon any minimum principal amount of private notes being submitted for exchange. See “The Exchange Offer—Conditions.”

Procedures for Participating in the Exchange Offer If you wish to participate in the exchange offer, you must complete, sign and date an original or faxed letter of transmittal in accordance with the instructions contained in the letter of transmittal accompanying this prospectus. Then you must mail or deliver the completed letter of transmittal, (or facsimile of the letter of transmittal) together with the notes you wish to exchange and any other required documentation to LaSalle Bank National Association,

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which is acting as exchange agent, on or before the expiration date. By signing the letter of transmittal, you will represent to and agree with us that,

• you are acquiring the exchange notes in the ordinary course of your business;

• you are not participating, do not intend to participate, and have no arrangement or understanding with anyone to participate in a distribution of the exchange notes; and

• you are not an “affiliate,” as defined in Rule 405 under the Securities Act, of RR Donnelley, or a broker-dealer tendering the private notes acquired directly from RR Donnelley for its own account.

If you are a broker-dealer who will receive exchange notes for your own account in exchange for private notes that you acquired as a result of your market-making or other trading activities, you will be required to acknowledge in the letter of transmittal that you will deliver a prospectus in connection with any resale of such exchange notes.

Resale of Exchange Notes We believe that you may offer for resale, resell and transfer your exchange notes without registering them under the Securities Act and delivering a prospectus, if you can make the same three representations that appear above under the heading “Procedures for Participating in the Exchange Offer.” Our belief is based on interpretations of the SEC staff for other exchange offers that the SEC staff expressed in some of the SEC’s no-action letters to other issuers in exchange offers like ours.

We cannot guarantee that the SEC would make a similar decision about this exchange offer. If our belief is wrong, or if you cannot truthfully make the representations mentioned above, and you transfer any exchange note issued to you in the exchange offer without meeting the registration and prospectus delivery requirements of the Securities Act, or without an exemption from such requirements, you could incur liability under the Securities Act. We are not indemnifying you for any such liability and we will not protect you against any loss incurred as a result of any such liability under the Securities Act.

If you are a broker-dealer that has received exchange notes for your own account in exchange for private notes that were acquired as a result of market-making or other trading activities, you must acknowledge in the letter of transmittal that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. We have agreed that for a period of up to 180 days after the registration statement is declared effective, we will make this prospectus, as amended or

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supplemented, available to any such broker-dealer that requests copies of this prospectus in the letter of transmittal for use in connection with any such resale.

Special Procedures for Beneficial Owners If your private notes are held through a broker, dealer, commercial bank, trust company or other nominee and you wish to surrender such private notes, you should contact your intermediary promptly and instruct it to surrender your private notes on your behalf.

If you wish to tender on your own behalf, you must, before completing and executing the letter of transmittal for the exchange offer and delivering your private notes, either arrange to have your private notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take a long time.

Guaranteed Delivery Procedures If you wish to tender your private notes and you cannot meet the expiration date deadline, or you cannot deliver your private notes, the letter of transmittal or any other documentation on time, then you must surrender your private notes according to the guaranteed delivery procedures appearing below under “The Exchange Offer—Guaranteed Delivery Procedures.”

Acceptance of Private Notes and Delivery of Exchange Notes We will accept for exchange any and all private notes that are properly surrendered in the exchange offer and not withdrawn prior to the expiration date, if you comply with the procedures of the exchange offer. The exchange notes will be delivered promptly after the expiration date.

Withdrawal Rights You may withdraw the surrender of your private notes at any time prior to the expiration date, by complying with the procedures for withdrawal described in “The Exchange Offer—Withdrawal of Tenders.”

Accounting Treatment We will not recognize a gain or loss for accounting purposes as a result of the exchange.

Material Federal Income Tax Considerations The exchange of private notes for exchange notes should not be a taxable transaction for United States Federal income tax purposes. You should not have to pay federal income tax as a result of your participation in the exchange offer. See “Material United States Federal Income Tax Considerations.” If you are considering an exchange of your Private Notes for the Exchange Notes, you should consult your own tax advisor(s) concerning the tax consequences arising under state, local, or foreign laws of such and exchange.

Exchange Agent LaSalle Bank National Association is serving as the exchange agent in connection with the exchange offer. LaSalle Bank National

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Association also serves as the trustee under the indenture governing the notes. The address, telephone number and facsimile number of the exchange agent are listed under the heading “The Exchange Offer—Exchange Agent.”

Failure to Exchange Private Notes Will Adversely Affect You If you are eligible to participate in this exchange offer and you do not surrender your private notes as described in this prospectus, you will not have any further registration or exchange rights. In that event, your private notes will continue to accrue interest until maturity in accordance with the terms of the private notes but will continue to be subject to restrictions on transfer. As a result of such restrictions and the availability of registered exchange notes, your private notes are likely to be a much less liquid security than before.

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THE EXCHANGE NOTES

The exchange notes have the same financial terms and covenants as the private notes. In this prospectus we sometimes refer to the private notes and the exchange notes together as the “notes”. The exchange notes will evidence the same debt as the outstanding private notes which they replace. The private notes are, and the exchange notes will be, governed by the same indenture. The brief summary below describes the principal terms of the exchange notes. Some of the terms and conditions described below are subject to important limitations and exceptions. The “Description of the Exchange Notes” section of this prospectus contains a more detailed description of the terms and conditions of the exchange notes.

Issuer R.R. Donnelley & Sons Company

Notes Offered $400 million aggregate principal amount of 3.75% Notes due 2009 registered under the Securities Act and $600 million aggregate principal amount of 4.95% Notes due 2014 registered under the Securities Act

Maturity Dates The 3.75% Notes due 2009 will mature on April 1, 2009 and the 4.95% Notes due 2014 will mature on April 1, 2014

Interest Payment Dates April 1 and October 1, commencing on October 1, 2004

Ranking The notes will be our unsecured obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness.

Optional Redemption We may redeem some or all of the notes at any time subject to the payment of a make-whole premium described under “Description of the Exchange Notes—Optional Redemption.”

Events of Default The indenture governing the notes defines certain events as “events of default”. These events include:

• default for 30 days in payment of interest on a series of notes;

• default in payment of the principal of a series of notes;

• failure to comply with any other covenant in the indenture, continued for 90 days after written notice as provided in the indenture; and

• certain events of bankruptcy, insolvency or reorganization relating to us.

Absence of an Established Market for the Notes We do not intend to apply to have the exchange notes listed on any securities exchange or to arrange for any quotation system to quote them. We have been advised that Citigroup Global Markets Inc., Fleet Securities, Inc. (now known as Banc of America Securities LLC) and J.P. Morgan Securities, Inc. have heretofore acted as market makers for the private notes. We have been advised by each of the aforesaid market makers that it currently intends to make a market in the exchange notes. The market makers are not obligated, however, to

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make a market in the exchange notes, and any such market making may be discontinued at any time at the sole discretion of the market makers. Accordingly, we cannot assure you that a liquid market will develop for the exchange notes, that you will be able to sell your exchange notes or that the prices you receive when you sell will be favorable.

Use of Proceeds We will not receive any proceeds from the issuance of the exchange notes.

Risk Factors Investing in exchange notes involves substantial risks. You should consider carefully all of the information set forth in this prospectus, and in particular, should evaluate the specific factors set forth under “Risk Factors” before investing in the exchange notes.

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RISK FACTORS

An investment in the exchange notes is subject to numerous risks, including those listed below. You should carefully consider the following risks, along with the information provided elsewhere in this prospectus, before deciding to exchange your private notes for exchange notes pursuant to this exchange offer. These risks could materially affect our ability to meet our obligations under the exchange notes. You could lose all or part of your investment in and expected return on the exchange notes.

Risks Relating to the Moore Wallace Acquisition

We may be unable to integrate the operations of RR Donnelley and Moore Wallace successfully and may not achieve the cost savings and increased revenues anticipated for the combined company.

Achieving the anticipated benefits of the Moore Wallace acquisition will depend in part upon our ability to integrate the two companies’ businesses in an efficient and effective manner. Our attempt to integrate two companies that have previously operated independently may result in significant challenges, and we may be unable to accomplish the integration smoothly or successfully. In particular, the necessity of coordinating geographically dispersed organizations and addressing possible differences in corporate cultures and management philosophies may increase the difficulties of integration. The integration will require the dedication of significant management resources, which may temporarily distract management’s attention from the day-to-day operations of the businesses of the combined company. The process of integrating operations after the transaction could cause an interruption of, or loss of momentum in, the activities of one or more of the combined company’s businesses and the loss of key personnel. Employee uncertainty and lack of focus during the integration process may also disrupt the businesses of the combined company. Any inability of management to integrate the operations of RR Donnelley and Moore Wallace successfully could have a material adverse effect on the business and financial condition of the combined company.

In addition to integrating the two companies’ businesses, the combined company will need to complete the integration of the Moore Corporation Limited and Wallace Computer Services, Inc. businesses following the merger of those two companies in May 2003. There can be no assurance that management of the combined company will be able to integrate the operations of each of the businesses successfully or that the anticipated synergies between our companies will be realized. Moreover, the timing of synergies realized, if any, is uncertain.

Our rationale for the Moore Wallace acquisition was, in part, predicated on our ability to realize cost savings and to increase revenues through the combination of two strong companies. Achieving these cost savings and revenue increases is dependent upon a number of factors, many of which are beyond our control. We may not be able to achieve the anticipated cross-selling opportunities, the development and marketing of more comprehensive commercial printing product offerings and solutions, cost savings and revenue growth. An inability to realize the full extent of, or any of, the anticipated benefits of the transaction, as well as any delays encountered in the transition process, could have an adverse effect upon the revenues, level of expenses, operating results and financial condition of the combined company.

We have incurred significant transaction costs and will incur significant combination-related and restructuring costs in connection with the Moore Wallace acquisition.

RR Donnelley has incurred transaction fees and other expenses related to the Moore Wallace acquisition of approximately $118.6 million, including financial advisors’ fees, filing fees, legal and accounting fees, soliciting fees, regulatory fees, mailing costs and debt financing fees and expenses to refinance the current outstanding Moore Wallace debt. Furthermore, we expect to incur significant costs associated with combining the operations of the two companies. However, it is difficult to predict the specific size of those charges before we begin the integration process. The combined company may incur additional unanticipated costs as a consequence of difficulties arising from our efforts to integrate the operations of the two companies.

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Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, can offset incremental transaction, combination-related and restructuring costs over time, we cannot give any assurance that this net benefit will be achieved in the near future, or at all.

We may lose employees due to uncertainties associated with the Moore Wallace acquisition.

The success of the combined company after the Moore Wallace acquisition will depend in part upon our ability to retain key employees of both companies. Competition for qualified personnel can be very intense. In addition, key employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company. Accordingly, no assurance can be given that we will be able to retain key employees to the same extent that we have been able to do so in the past.

Risks Relating to the Businesses of RR Donnelley, Moore Wallace and the Combined Company

The business of the combined company is subject to risks that have affected the businesses of RR Donnelley and Moore Wallace.

The business of the combined company is subject to numerous risks that have affected the businesses of RR Donnelley and Moore Wallace, including:

• competition with other communication services providers based on pricing and other factors, including pricing pressure brought on by excess capacity and current economic conditions;

• fluctuations in the cost of paper, ink, other raw materials and fuel used;

• changes in postal rates and postal regulations;

• seasonal fluctuations in overall demand for services;

• changes in customer demand;

• changes in the advertising and printing markets;

• changes in the capital markets that affect demand for financial printing;

• the financial condition of our customers;

• our ability to continue to obtain improved operating efficiencies;

• our ability to continue to develop new solutions for our customers;

• the general condition of the U.S. economy and the economies of other countries in which we operate;

• war or acts of terrorism affecting the overall business climate;

• changes in the rules and regulations to which we are subject and the cost of complying with these rules and regulations, including environmental and health and welfare benefit regulations;

• changes in the costs of healthcare and other benefits provided to our employees; and

• changes in the rules and regulations to which our customers are subject, particularly those affecting privacy or the printing requirements of financial services or telecommunications customers.

For a discussion of RR Donnelley’s business, together with factors to consider in connection therewith, see RR Donnelley’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 and RR Donnelley’s other filings with the SEC that are incorporated by reference into this prospectus. See “Where You Can Find More Information.”

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There are risks associated with operations outside the United States and Canada.

The combined company has significant operations outside the United States and Canada. Revenues from RR Donnelley’s and Moore Wallace’s operations outside the United States and Canada accounted for approximately 10% of their combined revenues for the year ended December 31, 2003. As a result, the combined company is subject to the risks inherent in conducting business outside the United States and Canada, including the impact of economic and political instability.

The combined company is exposed to significant risks related to potential adverse changes in currency exchange rates.

The combined company is exposed to market risks resulting from changes in the currency exchange rates of the Canadian dollar and other currencies. Although operating in local currencies may limit the impact of currency rate fluctuations on the operating results of our non-U.S. subsidiaries and business units, fluctuations in such rates may affect the translation of these results into the combined company’s financial statements. To the extent revenues and expenses are not in the applicable local currency, the combined company may enter into foreign currency forward contracts to hedge the currency risk. We cannot be sure, however, that the combined company’s efforts at hedging will be successful. There is always a possibility that attempts to hedge currency risks will lead to even greater losses than predicted. In addition, because of the combined company’s operations outside the United States, significant revenues and expenses will be denominated in local currencies.

Risk Related to Our Industry

The highly competitive market for the combined company’s products and industry consolidation will create adverse pricing pressures.

Although the combined company is a diversified printing company, the markets for the majority of the combined company’s product categories are highly fragmented, and the combined company has a large number of competitors. We believe that excess capacity in the combined company’s markets, combined with current economic conditions, have caused downward pricing pressure and increased competition. In addition, consolidation in the markets in which RR Donnelley and Moore Wallace competed in the past, and could in the future, may increase competitive pricing pressures.

The substitution of electronic delivery and online distribution for printed materials may adversely affect our businesses.

Electronic delivery of documents and data and the online distribution and hosting of media content offer alternatives to traditional delivery of printed documents. Consumer acceptance of electronic delivery is uncertain, as is the extent to which consumers are replacing traditional reading of print materials with online hosted media content, and we have no ability to predict the rates of their acceptance of these alternatives. To the extent that our customers accept these alternatives, many of our businesses may be adversely affected.

Risks Relating to the Exchange Notes

There is no established trading market for the exchange notes. We cannot give you any guarantee as to the development or liquidity of any market for the exchange notes, and the price of your exchange notes may be adversely affected.

The exchange notes are new securities for which there is currently no established trading market. The initial purchasers are not obligated to repurchase the exchange notes or to provide markets that would allow the exchange notes to be traded. If markets for the exchange notes do not develop, you may not be able to resell your exchange notes for an extended period of time, if at all. Consequently, your lenders may be reluctant to accept the exchange notes as collateral for loans. In addition, in response to prevailing interest rates and market conditions generally, the exchange notes could trade at a price lower than their initial offering price.

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Given the risks inherent in an investment in the exchange notes, you may have difficulty finding willing buyers for the exchange notes. Consequently, you may not be able to liquidate your investment readily, and the exchange notes may not be readily accepted as collateral for loans. Therefore, you should be aware that you may bear the economic risk of an investment in the exchange notes until maturity.

If you wish to tender your private notes for exchange, you must comply with the requirements described in this prospectus.

You will receive exchange notes in exchange for private notes only after the exchange agent receives such private notes, a properly completed and duly executed letter of transmittal and all other required documentation within the time limits described below. If you wish to tender your private notes in exchange for exchange notes, you should allow sufficient time for delivery. Neither the exchange agent nor RR Donnelley has any duty to give you notice of defects or irregularities with respect to tenders of private notes for exchange. Private notes that are not tendered or are tendered but not accepted will, following consummation of the exchange offer, continue to be subject to the existing restrictions upon transfer relating to the private notes.

In addition, if you tender your private notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. Each broker-dealer who holds private notes acquired for its own account as a result of market-making or other trading activities and who receives exchange notes for its own account in exchange for such private notes pursuant to the exchange offer must acknowledge in the letter of transmittal that it will deliver a prospectus in connection with any resale of such exchange notes.

If you do not exchange your private notes, you may have difficulty in transferring them at a later time.

We will issue exchange notes in exchange for the private notes after the exchange agent receives your private notes, the letter of transmittal and all related documents. You should allow adequate time for delivery if you choose to tender your notes for exchange. Notes that are not exchanged will remain subject to restrictions on transfer and will not have rights to registration.

If you do not participate in the exchange offer for the purpose of participating in the distribution of the exchange notes, you must comply with the registration and prospectus delivery requirements of the Securities Act for any resale transaction. Each broker-dealer who holds private notes for its own account due to market-making or other trading activities and who receives exchange notes for its own account must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. If any private notes are not tendered in the exchange or are tendered but not accepted, the trading market for such notes could be negatively affected due to the limited amount of private notes expected to remain outstanding following the completion of the exchange offer.

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and portions of the documents incorporated herein by reference contain statements relating to our future results (including certain “anticipated,” “believed,” “expected” and “estimated” results) and our outlook (including statements as to acquisitions being accretive, continued improvement in our cost structure and achievement of revenue growth from the cross-selling initiative) that are “forward-looking statements” as defined in the U.S. Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date hereof, are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. Factors that could cause such material differences include, without limitation, the following:

• the performance of RR Donnelley’s businesses following the Moore Wallace acquisition and the ability of RR Donnelley to integrate operations successfully and achieve enhanced earnings or effect cost savings;

• the ability to implement comprehensive plans for the execution of cross-selling, cost containment, asset rationalization and other key strategies;

• the ability to divest non-core businesses;

• successful negotiation, execution and integration of acquisitions;

• future growth rates in our core businesses;

• competitive pressures in the commercial and financial printing, forms and labels, electronic print management, business marketing, business communications, logistics, office supplies, imaging, computer software and digital printing industries;

• changes in the capital markets that affect demand for financial printing;

• changes in postal rates and postal regulations;

• changes in the advertising and printing markets;

• the rate of migration from paper-based forms to digital formats;

• the financial resources of, and products available to, our competitors;

• customers’ budgetary constraints;

• customers’ changes in short-range and long-range plans;

• the ability to gain customer acceptance of RR Donnelley’s new products and technologies;

• the ability to secure and defend intellectual property rights and, when appropriate, license required technology;

• product performance and customer expectations;

• performance issues with key suppliers;

• changes in the availability or costs of key materials (such as ink, paper and fuel);

• the ability to generate cash flow or obtain financing to fund growth;

• the effect of inflation, changes in currency exchange rates and changes in interest rates;

• the effect of changes in laws and regulations, including changes in accounting standards, trade, tax, health and welfare benefits, price controls and other regulatory matters and the cost of complying with these laws and regulations;

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• contingencies related to actual or alleged environmental contamination;

• the retention of existing, and continued attraction of additional, customers and key employees;

• the effect of a material breach of security of any of our systems;

• the effect of economic and political conditions on a regional, national or international basis;

• the possibility of future terrorist activities or the possibility of a future escalation of hostilities in the Middle East or elsewhere;

• adverse outcomes of pending and threatened litigation; and

• other risks and uncertainties detailed from time to time in our filings with United States and Canadian securities authorities.

Consequently, you should consider these forward-looking statements only as our current plans, estimates and beliefs. Except as required under the federal securities laws and the rules and regulations of the SEC, we assume no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We undertake no obligation to update or revise any forward-looking statement in this prospectus to reflect any new events or any change in conditions or circumstances. Even if these plans, estimates or beliefs change because of future events or circumstances after the date of these statements, or because anticipated or unanticipated events occur, we decline and cannot be required to accept an obligation to publicly release the results of revisions to these forward-looking statements.

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USE OF PROCEEDS

The exchange offer is intended to satisfy certain obligations of RR Donnelley under our registration rights agreement. We will not receive any cash proceeds from the issuance of the exchange notes. Because we are exchanging the private notes for the exchange notes, which have substantially identical terms, the issuance of the exchange notes will not result in any increase in our indebtedness. We used the net proceeds from the sale of the private notes to repay existing debt, including the existing Moore Wallace senior notes due 2011 and commercial paper issued to repay the Moore Wallace Term Loan B, and to pay fees and expenses related to the offering of the private notes.

We have agreed to pay for the expenses of the exchange offer. In exchange for issuing the exchange notes as contemplated in this offering, we will receive private notes in the same principal amount. The form and terms of the exchange notes are identical in all material respects to the form and terms of the private notes, except as described below under the heading “The Exchange Offer—Terms of the Exchange Offer.” The private notes surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

We sold the private notes on March 10, 2004, to Citigroup Global Markets Inc., Fleet Securities, Inc. (now known as Banc of America Securities LLC) and J.P. Morgan Securities, Inc., as representatives of the initial purchasers in a private offering pursuant to a purchase agreement. These initial purchasers subsequently sold the private notes to:

• “qualified institutional buyers” (“QIBs”), as defined in Rule 144A under the Securities Act, in reliance on Rule 144A; and

• persons in offshore transactions in reliance on Regulation S under the Securities Act.

As a condition to the initial sale of the private notes, we and the initial purchasers entered into a registration rights agreement on March 10, 2004. Pursuant to the registration rights agreement, we agreed to:

• file with the SEC a registration statement under the Securities Act with respect to the exchange notes no later than 180 days after March 10, 2004;

• use our reasonable best efforts to cause the registration statement to become effective under the Securities Act within 240 days after March 10, 2004;

• conduct the exchange offer after the registration statement is declared effective and keep the exchange offer open for no less than 30 days (or longer if required by applicable law); and

• use our reasonable best efforts to cause the exchange offer to be consummated not later than 280 days after March 10, 2004.

The registration rights agreement provides, among other things, that if we default in our obligations to take required actions to make the exchange offer within the required time periods described above, the interest rate on the private notes will be increased by up to a maximum additional annual interest rate of 0.50% until the default is remedied.

We agreed to issue and exchange the exchange notes for all private notes properly surrendered and not withdrawn before the expiration of the exchange offer. The summary in this document of the registration rights agreement is not complete and is subject to, and is qualified in its entirety by, all the provisions of the registration rights agreement. We urge you to read the entire registration rights agreement carefully. A copy of the registration rights agreement has been filed as an exhibit to the registration statement which includes this prospectus. The registration statement is intended to satisfy some of our obligations under the registration rights agreement and the purchase agreement.

Terms of the Exchange Offer

Based on the terms and conditions in this prospectus and in the letter of transmittal, we will issue $1,000 principal amount of our 3.75% Notes due 2009, or 2009 Notes, registered under the Securities Act in exchange for each $1,000 principal amount of our outstanding unregistered 2009 Notes and $1,000 principal amount of our 4.95% Notes due 2014, or 2014 Notes, registered under the Securities Act in exchange for each $1,000 principal amount of our outstanding unregistered 2014 Notes, in each case properly surrendered pursuant to the exchange offer and not withdrawn prior to the expiration date. Private notes may be surrendered only in integral multiples of $1,000. The form and terms of the exchange notes are the same as the form and terms of the private notes except that:

• the registered 2009 Notes will have a different CUSIP number from the unregistered 2009 Notes;

• the registered 2014 Notes will have a different CUSIP number from the unregistered 2014 Notes;

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• the exchange notes will be registered for the exchange offer under the Securities Act and, therefore, the exchange notes will not bear legends restricting the transfer of the exchange notes; and

• holders of the exchange notes will not be entitled to any of the registration rights of holders of private notes under the registration rights agreement, which will terminate upon the consummation of the exchange offer.

The exchange notes will evidence the same indebtedness as the private notes, which they replace, and will be issued under, and be entitled to the benefits of, the same indenture, that authorized the issuance of the private notes. As a result, the registered and unregistered 2009 Notes and the registered and unregistered 2014 Notes will each be treated as a single class of debt securities under the indenture.

As of the date of this prospectus, $1,000,000,000 in aggregate principal amount of the private notes is outstanding ($400 million aggregate principal amount of the 2009 Notes and $600 million aggregate principal amount of the 2014 Notes). All of it is registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”). Solely for reasons of administration, we have fixed the close of business on                     , 2004 as the record date for the exchange offer for purposes of determining the persons to whom this prospectus and the letter of transmittal will be mailed initially. There will be no fixed record date for determining holders of the private notes entitled to participate in this exchange offer.

In connection with the exchange offer, neither the General Corporation Law of the State of Delaware nor the indenture governing the notes gives you any appraisal or dissenters’ rights nor any other right to seek monetary damages in court. We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement and the applicable requirements of the Exchange Act and the related SEC rules and regulations.

For all relevant purposes, we will be regarded as having accepted properly surrendered private notes if and when we give oral or written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the surrendering holders of private notes for the purposes of receiving the exchange notes from us.

If you surrender private notes in the exchange offer, you will not be required to pay brokerage commissions or fees. In addition, subject to the instructions in the letter of transmittal, you will not have to pay transfer taxes for the exchange of private notes. We will pay all charges and expenses, other than certain applicable taxes described under “—Fees and Expenses” below.

By executing or otherwise becoming bound by the letter of transmittal, you will be making the representations contained therein as described under “—Representations on Tendering Private Notes” below.

Expiration Date; Extensions; Amendments

The “expiration date” is 5:00 p.m., New York City time, on                     , 2004, unless we, in our sole discretion, extend the exchange offer for up to 20 business days, in which case the expiration date is the latest date and time to which we extend the exchange offer.

In order to extend the exchange offer, we will:

• notify the exchange agent of any extension by oral or written notice; and

• issue a press release or other public announcement which will include disclosure of the approximate number of private notes deposited; such press release or announcement would be issued prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

We expressly reserve the right:

• to delay accepting any private notes;

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• to extend the exchange offer; or

• if, in the opinion of our counsel, the consummation of the exchange offer would violate any law or interpretation of the staff of the SEC, to terminate or amend the exchange offer by giving oral or written notice to the exchange agent.

Any delay in acceptance, extension, termination or amendment will be followed as soon as practicable by a press release or other public announcement. If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose that amendment by means of a prospectus supplement that will be distributed to the holders. We will also extend the exchange offer for a period of five to ten business days, depending upon the significance of the amendment and the manner of disclosure to the holders, if the exchange offer would otherwise expire during the five to ten business days period.

We will have no obligation to publish, advertise, or otherwise communicate any public announcement of any delay, extension, amendment or termination that we may choose to make, other than by making a timely release to an appropriate news agency.

Interest on the Exchange Notes

The exchange notes will accrue interest on the same terms as the private notes, i.e., at the rate of 3.75% per year for the 2009 Notes and 4.95% per year for the 2014 Notes from the date interest was most recently paid, payable semi-annually in arrears on April 1 and October 1 of each year commencing on October 1, 2004.

Resale of the Exchange Notes

We believe that you will be allowed to resell the exchange notes to the public without registration under the Securities Act, and without delivering a prospectus that satisfies the requirements of the Securities Act, if you can make the three representations set forth above under “Summary—Summary of the Exchange Offer—Procedures for Participating in the Exchange Offer.” However, if you intend to participate in a distribution of the exchange notes, you must comply with the registration requirements of the Securities Act and deliver a prospectus, unless an exemption from registration is otherwise available. In addition, you cannot be an “affiliate” of RR Donnelley as defined under Rule 405 of the Securities Act, or a broker-dealer tendering the private notes acquired directly from RR Donnelley for its own account. You are required to represent to us in the letter of transmittal accompanying this prospectus that you meet these conditions exempting you from the registration requirements.

We base our view on interpretations by the staff of the SEC in no-action letters issued to other issuers in exchange offers like ours. We have not, however, asked the SEC to consider this particular exchange offer in the context of a no-action letter. Therefore, you cannot be sure that the SEC will treat this exchange offer in the same way as it has treated others in the past. If our belief is wrong, or if you cannot truthfully make the representations described above, and you transfer any exchange note issued to you in the exchange offer without meeting the registration and prospectus delivery requirements of the Securities Act, or without an exemption from such requirements, you could incur liability under the Securities Act. We are not indemnifying you for any such liability and we will not protect you against any loss incurred as a result of any such liability under the Securities Act.

A broker-dealer that has bought private notes for market-making or other trading activities has to deliver a prospectus in order to resell any exchange notes it has received for its own account in the exchange. This prospectus may be used by a broker-dealer to resell any of its exchange notes. In addition, a broker-dealer which has acquired the private notes for its own account as a result of market-making or other trading activities may participate in the exchange offer if it has not entered into any arrangement or understanding with RR Donnelley or an affiliate of RR Donnelley to distribute the exchange notes. We have agreed in the registration rights agreement to make this prospectus, and any amendment or supplement to this prospectus, available to any

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broker-dealer that requests copies in the letter of transmittal for a period of up to 180 days after the registration statement relating to this exchange offer is declared effective. See “Plan of Distribution” for more information regarding broker-dealers.

Procedures for Tendering

If you wish to surrender private notes you must do the following:

• properly complete, sign and date the letter of transmittal (or a facsimile of the letter of transmittal);

• have the signatures on the letter of transmittal (or facsimile) guaranteed if required by the letter of transmittal; and

• mail or deliver the letter of transmittal (or facsimile) together with your private notes and any other required documents to the exchange agent at the address appearing below under “—Exchange Agent” for receipt prior to 5:00 p.m., New York City time, on the expiration date.

In addition, either:

• certificates for such private notes must be received by the exchange agent along with the letter of transmittal;

• a timely confirmation of a book-entry transfer of the private notes into the exchange agent’s account at DTC pursuant to the procedure for book-entry transfer described below under “—Book-Entry Transfer,” must be received by the exchange agent prior to the expiration date; or

• you must comply with the procedures described below under “—Guaranteed Delivery Procedures.”

In order for the tender to be effective, the exchange agent must receive the private notes, a completed letter of transmittal and all other required documents before 5:00 p.m., New York City time, on the expiration date.

The method of delivery of private notes and the letter of transmittal and all other required documents to the exchange agent is at your election and risk, and the delivery will be deemed made only when actually received or confirmed by the exchange agent.

As an alternative to delivery by mail, you may wish to consider overnight or hand delivery service, property insured. In all cases, you should allow sufficient time to assure delivery to the exchange agent before the expiration date. Do not send the letter of transmittal or any private notes to us. You may ask your broker, dealer, commercial bank, trust company or nominee to perform these transactions for you.

If you do not withdraw your surrender of private notes prior to the expiration date, you will be regarded as agreeing to surrender the exchange notes in accordance with the terms and conditions in this exchange offer.

If you are a beneficial owner of the private notes and your private notes are held through a broker, dealer, commercial bank, trust company or other nominee and you want to surrender your private notes, you should contact your intermediary promptly and instruct it to surrender the private notes on your behalf. If you wish to tender on your own behalf, you must, before completing and executing the letter of transmittal for the exchange offer and delivering your private notes, either arrange to have your private notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take a long time.

By tendering, you will make the representations contained therein as described below under “—Representations on Tendering Private Notes.” In addition, each participating broker-dealer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. See “Plan of Distribution.”

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Your tender and our acceptance of the tender will constitute the agreement between you and us set forth in this prospectus and in the letter of transmittal.

Signature on Letter of Transmittal

Signatures on a letter of transmittal or a notice of withdrawal described below under “—Withdrawal of Tenders,” as the case may be, must generally be guaranteed by an eligible institution. You can submit the letter of transmittal without guarantee if you surrender your private notes (i) as a registered holder and you have not completed the box titled “Special Delivery Instruction” on the letter of transmittal or (ii) for the account of an eligible institution. In the event that signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantee must be made by:

• a member firm of a registered national securities exchange or of the NASD;

• a commercial bank or trust company having an office or correspondent in the United States; or

• an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act which is a member of one of the recognized signature guarantee programs identified in the letter of transmittal.

If you sign the letter of transmittal even though you are not the registered holder of any private notes listed in the letter of transmittal, your private notes must be endorsed or accompanied by a properly completed bond power. The bond power must authorize you to tender the private notes on behalf of the registered holder and must be signed by the registered holder as the registered holder’s name appears on the private notes.

In connection with any surrender of private notes in definitive certificated form, if you sign the letter of transmittal or any private notes or bond powers in your capacity as trustee, executor, administrator, guardian, attorney-in-fact or officer of a corporation or if you are otherwise acting in a fiduciary or representative capacity, you should indicate this when signing. Unless waived by us, you must submit with the letter of transmittal evidence satisfactory to us of your authority to act in the particular capacity.

Acceptance of Tendered Private Notes

All questions as to the validity, form, acceptance, withdrawal and eligibility, including time of receipt of surrendered private notes, will be determined by us in our sole discretion, which will be final and binding.

We reserve the absolute right:

• to reject any and all private notes not properly surrendered;

• to reject any private notes if our acceptance of them would, in the opinion of our counsel, be unlawful; and

• to waive any defects, irregularities or conditions of surrender as to particular private notes.

Unless waived, you must cure any defects or irregularities in connection with surrenders of private notes within the time period we will determine. Although we intend to notify holders of defects or irregularities in connection with surrenders of private notes, neither we, the exchange agent nor anyone else will be liable for failure to give such notice. Surrenders of private notes will not be deemed to have been made until any defects or irregularities have been cured or waived.

We do not currently intend to acquire any private notes that are not surrendered in the exchange offer or to file a registration statement to permit resales of any private notes that are not surrendered pursuant to the exchange offer. We reserve the right in our sole discretion to purchase or make offers for any private notes that remain outstanding after the expiration date. To the extent permitted by applicable law, we also reserve the right in our sole discretion to purchase private notes in the open market, in privately negotiated transactions or otherwise. The terms of any future purchases or offers could differ from the terms of the exchange offer.

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Representations on Tendering Private Notes

By surrendering private notes pursuant to the exchange offer, you will be telling us that, among other things,

• you have full power and authority to surrender, sell, assign and transfer the private notes tendered;

• you are acquiring the exchange notes in the ordinary course of your business;

• you are not an “affiliate,” as defined in Rule 405 under the Securities Act, of RR Donnelley, or a broker-dealer tendering the private notes acquired directly from RR Donnelley for its own account;

• you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in the distribution of the exchange notes;

• you acknowledge and agree that if you are a broker-dealer registered under the Exchange Act or you are participating in the exchange offer for the purposes of distributing the exchange notes, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale of the exchange notes, and you cannot rely on the position of the SEC staff in their no-action letters;

• you understand that a secondary resale transaction described above and any resales of exchange notes obtained by you in exchange for private notes acquired by you directly from us should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the SEC; and

• we will acquire good, marketable and unencumbered title to the private notes being tendered, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim when the private notes are accepted by us.

If you are a broker-dealer and you will receive exchange notes for your own account in exchange for private notes that were acquired as a result of market-making activities or other trading activities, you will be required to acknowledge in the letter of transmittal that you will deliver a prospectus in connection with any resale of such exchange notes.

Return of Private Notes

If any surrendered private notes are not accepted for any reason described here or if private notes are withdrawn or are submitted for a greater principal amount than you desire to exchange, those private notes will be returned, at our cost, to (i) the person who surrendered them or (ii) in the case of private notes surrendered by book-entry transfer, the exchange agent’s account at DTC. Any such private notes will be returned to the surrendering person or credited to an account maintained with DTC promptly.

Book-Entry Transfer

The exchange agent will make a request to establish an account with respect to the private notes at DTC for purposes of facilitating the exchange offer within two business days after the date of this prospectus. Subject to the establishment of the account, any financial institution that is a participant in DTC’s systems may make book-entry delivery of private notes by causing DTC to transfer the private notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. However, although delivery of private notes may be effected through book-entry transfer at DTC, you must transmit the letter of transmittal with any required signature guarantees and any other required documents to the exchange agent at the address appearing below under “—Exchange Agent” for its receipt on or prior to the expiration date or pursuant to the guaranteed delivery procedures described below.

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Guaranteed Delivery Procedures

If you wish to surrender your private notes and (i) your private notes are not readily available so you cannot meet the expiration date deadline or (ii) you cannot deliver your private notes, the letter of transmittal or any other required documents to the exchange agent prior to the expiration date, you may still participate in the exchange offer if:

• the surrender is made through an eligible institution;

• prior to the expiration date, the exchange agent receives from such eligible institution a properly completed and duly executed notice of guaranteed delivery substantially in the form provided by us, by facsimile transmission, mail or hand delivery, containing:

the name and address of the holder, the certificate number(s) of the private notes, if applicable, and the principal amount of private notes surrendered;

a statement that the surrender is being made thereby;

a guarantee that, within five New York Stock Exchange (“NYSE”) trading days after the expiration date, the letter of transmittal, together with the certificate(s) representing the private notes in proper form for transfer or a book-entry confirmation, and any other required documents, will be deposited by the eligible institution with the exchange agent; and

the properly executed letter of transmittal, as well as the certificate(s) representing all surrendered private notes in proper form for transfer or a book-entry confirmation, and all other documents required by the letter of transmittal are received by the exchange agent within five NYSE trading days after the expiration date.

The exchange agent will send you a notice of guaranteed delivery upon your request if you wish to surrender your private notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, you may withdraw your surrender of private notes at any time prior to 5:00 p.m., New York City time, on the expiration date.

To withdraw a surrender of private notes in the exchange offer, the exchange agent must receive a written or facsimile transmission notice of withdrawal at its address set forth below under “—Exchange Agent” prior to 5:00 p.m., New York City time, on the expiration date. Any notice of withdrawal must:

• specify the name of the person having deposited the private notes to be withdrawn;

• identify the private notes to be withdrawn, including the certificate number or numbers, if applicable, and principal amount of the private notes; and

• be signed by the holder in the same manner as the original signature on the letter of transmittal by which the private notes were tendered.

All questions as to the validity, form, eligibility and time of receipt of notices will be determined by us, in our sole discretion, and our determination shall be final and binding upon all parties. Any private notes so withdrawn will be deemed not to have been validly surrendered for purposes of the exchange offer, and no exchange notes will be issued unless the private notes so withdrawn are validly re-tendered. Properly withdrawn private notes may be re-tendered by following one of the procedures described above under “—Procedures for Tendering” at any time prior to the expiration date.

Conditions

Despite any other term of the exchange offer, we will not be required to accept for exchange, or exchange the exchange notes for, any private notes, and we may terminate the exchange offer as provided in this

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prospectus before the acceptance of those private notes if, in our judgment, any of the following conditions has occurred or exists or has not been satisfied or waived prior to the expiration of the exchange offer:

• any law, statute, rule or regulation is proposed, adopted or enacted, or the staff of the SEC interprets any existing law, statute, rule or regulation in a manner, which, in our reasonable judgment, would materially impair our ability to proceed with the exchange offer;

• any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which, in our reasonable judgment, would materially impair our ability to proceed with the exchange offer; or

• any governmental approval, which we deem necessary for the consummation of the exchange offer, has not been obtained.

If we determine in our sole discretion that any of these conditions are satisfied, we may:

• refuse to accept any private notes and return all tendered private notes to the tendering holders;

• extend the exchange offer and retain all private notes tendered prior to the expiration of the exchange offer, subject, however, to the rights of holders who tendered the private notes to withdraw their tendered private notes; or

• waive the unsatisfied conditions with respect to the exchange offer and accept all properly tendered private notes which have not been withdrawn. If that waiver constitutes a material change to the exchange offer, we will promptly disclose the waiver by means of a prospectus supplement that will be distributed to the registered holders, and we will extend the exchange offer to the extent required by law.

The conditions listed above are for our sole benefit and we may assert these rights regardless of the circumstances giving rise to any of these conditions. We may waive these conditions in our reasonable discretion in whole or in part at any time and from time to time. If we fail at any time to exercise any of the above rights, the failure will not be deemed a waiver of these rights, and these rights will be deemed ongoing rights which may be asserted at any time and from time to time.

The exchange offer is not conditioned upon any minimum principal amount of private notes being submitted for exchange.

Termination of Certain Rights

All registration rights under the registration rights agreement benefiting the holders of the private notes will terminate when we consummate the exchange offer. That includes all rights to receive additional interest in the event of a registration default under the registration rights agreement. In any case we are under a continuing obligation, for a period of up to 180 days after the registration statement is declared effective, to use our reasonable best efforts to keep the registration statement effective and to make this prospectus, and any amendment or supplement to this prospectus, available to any broker-dealer that requests copies in the letter of transmittal for use in a resale.

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Exchange Agent

We have appointed LaSalle Bank National Association as the exchange agent for the exchange offer. You should direct any questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notice of guaranteed delivery to the exchange agent, addressed as follows:

BY MAIL, HAND OR OVERNIGHT COURIER:

LaSalle Bank National Association

135 South LaSalle Street

Suite 1960

Chicago, Illinois 60603

Attention: Christine Linde, Vice-President

BY FACSIMILE:

312-904-2236

CONFIRM BY TELEPHONE:

312-904-5532

LaSalle Bank National Association also serves as the trustee under the indenture governing the notes.

Fees and Expenses

We will pay for the expenses of this exchange offer. The principal solicitation for tenders of private notes is being made by mail. However, additional solicitation may be made by telegraph, facsimile transmission, e-mail, telephone or in person by our officers and regular employees.

We have not retained a dealer-manager in connection with the exchange offer, and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with providing the services.

We will pay any transfer taxes applicable to the exchange of private notes. If, however, a transfer tax is imposed for any reason other than the exchange, then the amount of any transfer taxes will be payable by the person surrendering the notes. If you do not submit satisfactory evidence of payment of taxes or of an exemption with the letter of transmittal, the amount of those transfer taxes will be billed directly to you.

Accounting Treatment

We will record the exchange notes at the same carrying value as the private notes as reflected in our accounting records on the date of exchange. Therefore, we will not recognize a gain or loss for accounting purposes. We will amortize the expenses of the exchange offer and the unamortized expenses related to the issuance of the private notes over the remaining term of the notes.

Consequence of Failure to Exchange

You do not have to participate in the exchange offer. You should carefully consider whether to accept the terms and conditions of this exchange offer. We urge you to consult your financial and tax advisors in deciding what action to take with respect to the exchange offer.

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Private notes that are not exchanged will remain “restricted securities” within the meaning of Rule 144(a)(3)(iii) of the Securities Act. Accordingly, they may not be offered, sold, pledged or otherwise transferred except:

• so long as the private notes are eligible for resale under Rule 144A under the Securities Act, to a person who the seller reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A, purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A;

• outside the U.S. to a foreign person in accordance with the requirements of Regulation S under the Securities Act;

• pursuant to an exemption from registration under the Securities Act provided by Rule 144, if available;

• pursuant to an effective registration statement under the Securities Act; or

• pursuant to another available exemption from the registration requirements of the Securities Act,

in each case in accordance with all other applicable securities laws.

See “Risk Factors” for more information about the risks of not participating in the exchange offer.

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DESCRIPTION OF THE EXCHANGE NOTES

You can find the definitions of certain terms used in this description under “—Certain Definitions.” Defined terms used in this description but not defined below under “—Certain Definitions” or elsewhere in this description have the meanings assigned to them in the indenture. In this description, the “Company,” “us,” “we” and “our” refer to R.R. Donnelley & Sons Company and references to Subsidiaries of the Company include Moore Wallace and its Subsidiaries. References in this section to the “notes” are references to both the private notes and the exchange notes.

The private notes were, and the exchange notes will be, issued under an indenture, dated as of March 10, 2004, between R.R. Donnelley & Sons Company and LaSalle Bank National Association, as trustee (the “Trustee”).

The following description is a summary of the material provisions of the indenture. It does not restate that agreement in its entirety. We urge you to read the indenture because it may contain additional information and defines your rights as a note holder. A copy of the indenture is available upon request to us at the address indicated under “Available Information.” The indenture contains provisions that define your rights under the notes. In addition, the indenture governs the obligations of the Company under the notes. The terms of the notes include those stated in the indenture and, upon effectiveness of a registration statement with respect to the notes, those made part of the indenture by reference to the Trust Indenture Act of 1939.

The private notes were, and the exchange notes will be, issued in two distinct series, the 2009 Notes and the 2014 Notes. $1,000,000,000 in aggregate principal amount of the exchange notes is being offered ($400,000,000 aggregate principal amount of the 2009 Notes and $600,000,000 aggregate principal amount of the 2014 Notes).

We may issue additional notes in an unlimited aggregate principal amount at any time and from time to time under the same indenture. For example, we may, from time to time, without notice to, or consent of, the holders of notes, create and issue additional 2009 Notes or 2014 Notes under the indenture. These additional 2009 Notes or 2014 Notes will have the same terms as the 2009 Notes or 2014 Notes, as the case may be, offered hereby in all respects (or in all respects except for the payment of interest accruing prior to the issue date of the additional 2009 Notes or 2014 Notes or except for the first payments of interest following the issue date of the additional 2009 Notes or 2014 Notes) so that the additional 2009 Notes and 2014 Notes, as the case may be, may be consolidated and form a single series with the 2009 Notes and 2014 Notes, as the case may be.

The notes will be unsecured obligations of R.R. Donnelley & Sons Company only and will rank equally with all of the other unsecured and unsubordinated indebtedness of R.R. Donnelley & Sons Company.

We will issue the notes only in fully registered form without coupons, in denominations of $1,000 and integral multiples of $1,000. The Trustee will initially act as paying agent and registrar for the notes. The notes may be presented for registration of transfer and exchange at the offices of the registrar, which initially will be the Trustee’s corporate trust office. We may change any paying agent and registrar without notice to holders of the notes and we may act as paying agent or registrar. We will pay principal (and premium, if any) on the notes at the Trustee’s corporate trust office in Chicago, Illinois. At our option, interest may be paid at the Trustee’s corporate trust office or by check mailed to the registered address of the holders.

Any notes of each series that remain outstanding after the completion of the exchange offer, together with the exchange notes for such series issued in connection with the exchange offer, will be treated as a single class of securities under the indenture.

Principal, Maturity and Interest

The 2009 Notes will mature on April 1, 2009 and the 2014 Notes will mature on April 1, 2014.

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Interest on the 2009 Notes will accrue at a rate of 3.75% per annum and will be payable semiannually in arrears on April 1 and October 1, commencing on October 1, 2004. We will pay interest to those persons who were holders of record on the March 15 and September 15, as the case may be, immediately preceding each interest payment date.

Interest on the 2014 Notes will accrue at a rate of 4.95% per annum and will be payable semiannually in arrears on April 1 and October 1, commencing on October 1, 2004. We will pay interest to those persons who were holders of record on the March 15 and September 15, as the case may be, immediately preceding each interest payment date.

Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

If a holder has given us wire transfer instructions, we will pay, or cause to be paid by the paying agent, all principal, interest and additional interest, if any, on that holder’s notes in accordance with those instructions. All other payments on the notes will be made at the office or agency of the paying agent and registrar unless we elect to make interest payments by check mailed to the holders at their address set forth in the register of holders.

Ranking

The notes will be senior unsecured obligations of the Company. The payment of the principal of, premium, if any, and interest on the notes will:

• rank pari passu in right of payment with all other indebtedness of the Company that is not by its terms expressly subordinated to other indebtedness of the Company;

• rank senior in right of payment to all indebtedness of the Company that is, by its terms, expressly subordinated to the senior indebtedness of the Company; and

• be effectively subordinated to the secured indebtedness of the Company to the extent of the value of the collateral securing such indebtedness.

Optional Redemption

We may, at our option, redeem the notes in whole at any time or in part from time to time at a redemption price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) as determined by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest in respect of the notes to be redeemed (not including any portion of those payments of interest accrued as of the date of redemption) discounted to the date of redemption (the “Redemption Date”) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined below) plus 12 basis points for the 2009 Notes and 15 basis points for the 2014 Notes, as the case may be, plus, in each case, accrued interest to the Redemption Date.

“Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of those notes.

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“Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than three Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received.

“Quotation Agent” means the Reference Treasury Dealer appointed by us.

“Reference Treasury Dealer” means (1) each of Citigroup Global Markets Inc., Fleet Securities, Inc. (now known as Banc of America Securities LLC) and J.P. Morgan Securities Inc. and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), we will substitute another Primary Treasury Dealer, and (2) any other Primary Treasury Dealer selected by us.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding that Redemption Date.

We will mail notice of any redemption at least 30 days, but not more than 60 days, before the Redemption Date to each holder of the notes to be redeemed. Unless we default in payment of the redemption price on the Redemption Date, on and after the Redemption Date, interest will cease to accrue on the notes or portions thereof called for redemption.

Any notice to holders of notes of a redemption hereunder needs to include the appropriate calculation of the redemption price, but does not need to include the redemption price itself. The actual redemption price, calculated as described above, must be set forth in an Officers’ Certificate of ours delivered to the Trustee no later than two business days prior to the Redemption Date.

Mandatory Redemption

We are not required to make mandatory redemption or sinking fund payments with respect to the notes.

Selection and Notice of Redemption

If we redeem less than all the notes of a series at any time, the Trustee will select notes of that series on a pro rata basis, or on as nearly a pro rata basis as is practicable.

We will redeem notes of $1,000 or less in whole and not in part. We will cause notices of redemption to be mailed by first-class mail at least 30 but not more than 60 days before the Redemption Date to each holder of notes to be redeemed at its registered address. We may provide in the notice that payment of the redemption price and performance of our obligations with respect to the redemption or purchase may be performed by another person. Any notice may, at our discretion, be subject to the satisfaction of one or more conditions precedent.

If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount thereof to be redeemed. We will issue a new note in a principal amount equal to the unredeemed portion of the original note in the name of the holder upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after such date, unless we default in payment of the redemption price on such date, interest ceases to accrue on the notes or portions thereof called for such redemption.

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Certain Covenants

Restrictions on Secured Debt.

The indenture provides that neither R.R. Donnelley & Sons Company nor any Restricted Subsidiary will create, incur, issue, assume or guarantee any indebtedness for borrowed money secured by a mortgage, security interest, pledge or lien (which we refer to herein, collectively, as a “mortgage”) of or upon any Principal Property or any shares of capital stock or indebtedness of any Restricted Subsidiary, whether owned at the date of the indenture or acquired after the date of the indenture, without ensuring that the notes (together with, if we decide, any other indebtedness created, issued, assumed or guaranteed by R.R. Donnelley & Sons Company or any Restricted Subsidiary and then existing or thereafter created) will be secured by such mortgage equally and proportionately with (or, at our option, prior to) such indebtedness. This restriction will not apply to indebtedness secured by any of the following:

• mortgages on any property acquired, constructed or improved by, or on any shares of capital stock or indebtedness acquired by, us or any Restricted Subsidiary after the date of the indenture to secure indebtedness incurred for the purpose of financing or refinancing all or any part of the purchase price of such property, shares of capital stock or indebtedness or of the cost of any construction or improvements on such properties, in each case, to the extent that the indebtedness is incurred prior to or within 180 days after the applicable acquisition, completion of construction or beginning of commercial operation of such property, as the case may be;

• mortgages on any property, shares of capital stock or indebtedness existing at the time we or any Restricted Subsidiary acquire any of the same;

• mortgages on property of a corporation existing at the time we or any Restricted Subsidiary merge or consolidate with such corporation or at the time we or any Restricted Subsidiary acquire all or substantially all of the properties of such corporation;

• mortgages on any property of, or shares of capital stock or indebtedness of, a corporation existing at the time such corporation becomes a Restricted Subsidiary;

• mortgages to secure indebtedness of any Restricted Subsidiary to us or another Restricted Subsidiary;

• mortgages in favor of certain governmental bodies to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure indebtedness incurred or guaranteed to finance or refinance all or any part of the purchase price of the property, shares of capital stock or indebtedness subject to such mortgages, or the cost of constructing or improving the property subject to such mortgage; and

• extensions, renewals or replacements of any mortgage existing on the date of the indenture or any mortgage referred to above; however, the principal amount of indebtedness secured thereby may not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement, and such extension, renewal or replacement will be limited to all or a part of the property (plus improvements and construction on such property), shares of capital stock or indebtedness which was subject to the mortgage so extended, renewed or replaced.

Notwithstanding the restriction outlined above, we or any Restricted Subsidiary may, without having to equally and proportionately secure the notes, issue, assume or guarantee indebtedness secured by a mortgage not excepted from the restriction if the total amount of the following does not at the time exceed 15% of Consolidated Net Tangible Assets:

• such indebtedness; plus

• all other indebtedness that we and our Restricted Subsidiaries have incurred or have guaranteed existing at such time and secured by mortgages not so excepted; plus

• the Attributable Debt existing in respect of Sale and Lease-Back Transactions existing at such time.

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Attributable Debt with respect to the following types of Sale and Lease-Back Transactions will not be included for the purposes of calculating Attributable Debt in the preceding sentence:

• Sale and Lease-Back Transactions in respect of which an amount (equaling at least the greater of the net proceeds of the sale of property or the fair market value of the property) is used within 180 days after the effective date of the arrangement to make non-mandatory prepayments on long-term indebtedness, retire long-term indebtedness or acquire, construct or improve a manufacturing plant or facility which is, or upon completion will be, a Principal Property; and

• Sale and Lease-Back Transactions in which the property involved would have been permitted to be mortgaged under the first bullet point of the preceding paragraph.

Restrictions on Sale and Lease-Back Transactions.

The indenture provides that neither we nor any Restricted Subsidiary will enter into any Sale and Lease-Back Transaction with respect to any Principal Property unless:

• we or such Restricted Subsidiary are entitled under the provisions described in the first or sixth bullet point in the first paragraph under “—Restrictions on Secured Debt” to create, issue, assume or guarantee indebtedness secured by a mortgage on the property to be leased without having to equally and proportionately secure the notes;

• we or such Restricted Subsidiary are entitled under the provisions described in the last paragraph under “—Restrictions on Secured Debt” to create, issue, assume or guarantee indebtedness secured by a mortgage on such property in an amount at least equal to the Attributable Debt in respect of the Sale and Lease-Back Transaction without having to equally and proportionately secure the notes; or

• we apply an amount (equaling at least the greater of the net proceeds of the sale of property or the fair market value of the property) within 180 days after the effective date of the arrangement to make non-mandatory prepayments on long-term indebtedness, retire long-term indebtedness or acquire, construct or improve a manufacturing plant or facility which is, or upon completion will be, a Principal Property.

Consolidation, Merger and Sale of Assets

The indenture provides that we may consolidate or merge with or into any other corporation, or lease, sell or transfer all or substantially all of our property and assets if:

• the corporation formed by such consolidation or into which we are merged, or the party which acquires by lease, sale or transfer all or substantially all of our property and assets is a corporation organized and existing under the laws of the United States, any state in the United States or the District of Columbia;

• the corporation formed by such consolidation or into which we are merged, or the party which acquires by lease, sale or transfer all or substantially all of our property and assets, agrees to pay the principal of, and any premium and interest on, the notes and perform and observe all covenants and conditions of the indenture by executing and delivering to the Trustee a supplemental indenture; and

• immediately after giving effect to such transaction and treating indebtedness for borrowed money which becomes our obligation or an obligation of a Restricted Subsidiary as a result of such transaction as having been incurred by us or such Restricted Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has happened and is continuing.

If, upon any such consolidation or merger, or upon any such lease, sale or transfer of any of our Principal Property or any shares of capital stock or indebtedness of any Restricted Subsidiary, owned immediately prior to the transaction, would thereupon become subject to any mortgage, security interest, pledge or lien securing any indebtedness for borrowed money of, or guaranteed by, such other corporation or party (other than any mortgage,

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security interest, pledge or lien permitted as described under “—Certain Covenants—Restrictions on Secured Debt” above), we, prior to such consolidation, merger, lease, sale or transfer, will, by executing and delivering to the Trustee a supplemental indenture, secure the due and punctual payment of the principal of, and any premium and interest on, the notes (together with, if we decide, any other indebtedness of, or guaranteed by, us or any Restricted Subsidiary then existing or thereafter created) equally and proportionately with (or, at our option, prior to) the indebtedness secured by such mortgage, security interest, pledge or lien.

Reports

We will file with the Trustee, within 15 days after we are required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies thereof as the Commission may from time to time by rules and regulations prescribe) which we may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if we are not required to file information, documents or reports under those Sections, then we will file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in those rules and regulations.

So long as any of the notes remain “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, we will make available upon request to any prospective purchaser of notes or beneficial owner of notes in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act.

Events of Default

With respect to the notes of each series, an “Event of Default” is defined in the indenture as being:

• a failure to pay interest upon the notes of that series that continues for a period of 30 days after payment is due;

• a failure to pay the principal or premium, if any, on the notes of that series when due upon maturity, redemption, acceleration or otherwise;

• a failure to comply with any of our other agreements contained in the indenture applicable to the notes of that series for a period of 90 days after written notice to us of such failure from the Trustee (or to us and the Trustee from the holders of at least 25% of the principal amount of the notes of that series); and

• certain events of bankruptcy, insolvency or reorganization relating to us.

The indenture provides that if there is a continuing Event of Default with respect to either outstanding series of notes, either the Trustee or the holders of at least 25% of the outstanding principal amount of the notes of that series may declare the principal amount of all of the notes of that series to be due and payable immediately. However, at any time after the Trustee or the holders, as the case may be, declare an acceleration with respect to notes of either series, but before the applicable person has obtained a judgment or decree based on such acceleration, the holders of a majority in principal amount of the outstanding notes of that series may, under certain conditions, cancel such acceleration if we have cured all Events of Default (other than the nonpayment of accelerated principal) with respect to notes of that series or all such Events of Default have been waived as provided in the indenture. For information as to waiver of defaults, see “—Modification and Waiver.”

The indenture provides that, subject to the duties of the Trustee to act with the required standard of care, if there is a continuing Event of Default, the Trustee need not exercise any of its rights or powers under the indenture at the request or direction of any of the holders of notes, unless such holders have offered to the Trustee reasonable security or indemnity. Subject to such provisions for security or indemnification of the Trustee and certain other conditions, the holders of a majority in principal amount of the outstanding notes of each series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power the Trustee holds with respect to the notes of that series.

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No holder of any note of either series will have any right to institute any proceeding with respect to the indenture or for any remedy under the indenture unless:

• the Trustee has failed to institute such proceeding for 60 days after the holder has previously given to the Trustee written notice of a continuing Event of Default with respect to notes of that series;

• the holders of at least 25% in principal amount of the outstanding notes of that series have made a written request, and offered reasonable security or indemnity, to the Trustee to institute such proceeding as Trustee; and

• the Trustee has not received from the holders of a majority in principal amount of the outstanding notes of that series a direction inconsistent with such request.

However, the holder of any note will have an absolute and unconditional right to receive payment of the principal of, and any premium or interest on, such note on or after the date or dates they are to be paid as expressed in such note and to institute suit for the enforcement of any such payment.

We are required to furnish to the Trustee annually a statement as to the absence of certain defaults under the indenture. The indenture provides that the Trustee need not provide holders of notes of either series notice of any default (other than the nonpayment of principal or any premium or interest) if it considers it in the interest of the holders of notes of that series not to provide such notice.

Modification and Waiver

We and the Trustee may modify or amend the indenture with the consent of the holders of a majority of the principal amount of the outstanding notes of each series affected by the modification or amendment. However, no such modification or amendment may, without the consent of the holders of all then outstanding notes of the affected series:

• change the due date of the principal of, or any installment of principal of or interest on, the notes of that series;

• reduce the principal amount of, or any premium or interest rate on, the notes of that series;

• change the place or currency of payment of principal of, or any premium or interest on, the notes of that series;

• impair the right to institute suit for the enforcement of any payment on or with respect to the notes of that series after the due date thereof; or

• reduce the percentage in principal amount of the notes of that series then outstanding, the consent of whose holders is required for modification or amendment of the indenture, for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults.

The holders of a majority of the principal amount of the outstanding notes of any series may waive, insofar as that series is concerned, future compliance by us with certain restrictive covenants of the indenture. The holders of at least a majority in principal amount of the outstanding notes of any series may waive any past default under the indenture with respect to that series, except a failure by us to pay the principal of, or any premium or interest on, any notes of that series or a provision that cannot be modified or amended without the consent of the holders of all outstanding notes of the affected series.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee or stockholder of ours will have any liability for any of our obligations under the notes or the indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes.

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Defeasance

Defeasance and Discharge.

The indenture provides that we may be discharged from any and all obligations in respect of the notes of either series (except for certain obligations to register the transfer or exchange of notes of that series, to replace stolen, destroyed, lost or mutilated notes of that series, to maintain paying agencies, to compensate and indemnify the Trustee or to furnish the Trustee (if the Trustee is not the registrar) with the names and addresses of holders of notes of that series)). We will be so discharged if we irrevocably deposit with the Trustee, in trust, money and/or securities of the United States government in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants to pay each installment of principal of, and any premium and interest on, the notes of that series on the applicable due dates for those payments in accordance with the terms of those notes.

This discharge may occur only if, among other things, we have delivered to the Trustee an opinion of counsel confirming that the holders of the notes of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the discharge had not occurred. That opinion must state that we have received from, or there has been published by, the United States Internal Revenue Service a ruling or, since the date of execution of the indenture, there has been a change in the applicable United States federal income tax law, in any case, in support of that opinion.

Defeasance of Certain Covenants and Certain Events of Default.

The indenture provides that, upon compliance with certain conditions:

• we may omit to comply with the covenants described under “—Certain Covenants—Restrictions on Secured Debt” and “—Certain Covenants—Restrictions on Sale and Lease-Back Transactions” (all other obligations under the notes of that series will remain in full force and effect); and

• any omission to comply with those covenants will not constitute an Event of Default with respect to the notes of that series (“covenant defeasance”).

The conditions include:

• depositing with the Trustee money and/or securities of the United States government in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants to pay each installment of principal of, any premium and interest on the notes of that series on the due dates for those payments in accordance with the terms of those notes; and

• delivering to the Trustee an opinion of counsel to the effect that the holders of the notes of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and related covenant defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit and related covenant defeasance had not occurred.

Covenant Defeasance and Certain Other Events of Default.

If we exercise our option to effect a covenant defeasance with respect to the notes of a series as described above and the notes of that series are thereafter declared due and payable because of an Event of Default (other than an Event of Default caused by failing to comply with the covenants that are defeased), the amount of money and securities we have deposited with the Trustee would be sufficient to pay amounts due on the notes of that series on their respective due dates but may not be sufficient to pay amounts due on the notes of that series at the time of acceleration resulting from such Event of Default. However, we would remain liable for such payments.

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Governing Law

The indenture and the notes are governed by the laws of the State of New York.

The Trustee

LaSalle Bank National Association is the Trustee under the indenture.

Except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the indenture. The Trustee will exercise such of the rights and powers vested in it under the indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs.

Satisfaction and Discharge

The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

(1) either

(a) all 2009 Notes or 2014 Notes, as the case may be, that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

(b) all 2009 Notes or 2014 Notes, as the case may be, that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trust solely for the benefit of holders of the affected notes, cash in U.S. dollars, non-callable government obligations, or a combination of cash in U.S. dollars and non-callable government obligations, in amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(2) no default or Event of Default has occurred and is continuing on the date of the deposit;

(3) the Company has paid or caused to be paid all sums payable by it under the indenture; and

(4) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the 2009 Notes or 2014 Notes, as the case may be, at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an officers’ certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Certain Definitions

Set forth below is a summary of certain of the defined terms used in the indenture. Reference is made to the indenture for the full definition of all such terms as well as any other capitalized terms used herein for which no definition is provided. Unless the context otherwise requires, an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles.

“Attributable Debt” is defined in the indenture to mean, in the context of a Sale and Lease-Back Transaction, what we believe in good faith to be the present value, discounted at the interest rate implicit in the lease involved in such Sale and Lease-Back Transaction, of the lessee’s obligation under the lease for rental payments during the remaining term of such lease, as it may be extended. For purposes of this definition, any amounts lessee must pay, whether or not designated as rent or additional rent, on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges or any amounts lessee must pay under the lease contingent upon the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges are not included in the determination of lessee’s obligations under the lease.

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“Commission” means the U.S. Securities and Exchange Commission.

“Consolidated Net Tangible Assets” is defined in the indenture to mean the total amount of assets minus:

• all applicable reserves;

• all current liabilities (excluding any liabilities which are by their terms extendible or renewable at the option of the obligor to a time more than 12 months after the time as of which the amount thereof is being computed and excluding current maturities of long-term indebtedness); and

• all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangible assets,

all as shown in our audited consolidated balance sheet contained in our then most recent annual report to stockholders, except that assets will include an amount equal to the Attributable Debt in respect of any Sale and Lease-Back Transaction not capitalized on such balance sheet.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Event of Default” has the meaning set forth under “—Events of Default.”

“Issue Date” means the date on which the notes are initially issued.

“Officer” means the Chief Executive Officer, the President, the Chief Financial Officer or any Vice President, the Treasurer or the Secretary of the specified Person.

“Officers’ Certificate” means a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary, and delivered to the Trustee.

“Person” means any individual, corporation, company (including any limited liability company), association, partnership, joint venture, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Principal Property” is defined in the indenture to mean any manufacturing plant or manufacturing facility owned by us or any Restricted Subsidiary which is located within the United States and has a gross book value in excess of 1% of Consolidated Net Tangible Assets at the time of determination, except for any such plant or facility or any portion of such plant or facility which our board of directors does not deem material to the total business conducted by us and our Restricted Subsidiaries considered as one enterprise.

“Restricted Subsidiary” is defined in the indenture to mean any Subsidiary that has substantially all of its property located in or that conducts substantially all of its business within the United States (other than its territories or possessions and other than Puerto Rico) and that owns a Principal Property; however, any Subsidiary which is principally engaged in financing operations outside the United States or which is principally engaged in leasing or in financing installment receivables will not be considered a Restricted Subsidiary.

“Sale and Lease-Back Transaction” is defined in the indenture to mean the leasing by us or any Restricted Subsidiary of any Principal Property, whether owned at the date of the indenture or acquired after the date of the indenture (except for temporary leases for a term, including any renewal term, of up to three years and except for leases between us and any Restricted Subsidiary or between Restricted Subsidiaries), which property has been or is to be sold or transferred by us or such Restricted Subsidiary to any party with the intention of taking back a lease of such property.

“Subsidiary” is defined in the indenture to mean any corporation in which we and/or one or more other Subsidiaries directly or indirectly own more than 50% of the outstanding voting stock.

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BOOK-ENTRY; DELIVERY AND FORM

The exchange notes initially will be represented by one or more permanent global certificates in definitive, fully registered form (the “Global Notes”). The Global Notes will be deposited upon issuance with The Depository Trust Company, New York, New York (“DTC”) and registered in the name of a nominee of DTC, in the form of a global certificate.

The Global Notes

DTC has advised us that pursuant to procedures established by it (i) upon the issuance of the Global Notes, DTC or its custodian will credit, on its internal system, the principal amount at maturity of the individual beneficial interests represented by such Global Notes to the respective accounts of persons who have accounts with such depositary and (ii) ownership of beneficial interests in the Global Notes will be shown on, and the transfer of such ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Ownership of beneficial interests in the Global Notes will be limited to persons who have accounts with DTC (“participants”) or persons who hold interests through participants. Holders may hold their interests in the Global Notes directly through DTC if they are participants in such system, or indirectly through organizations that are participants in such system.

So long as DTC, or its nominee, is the registered owner or holder of the notes, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by such Global Notes for all purposes under the indenture governing the notes. No beneficial owner of an interest in the Global Notes will be able to transfer that interest except in accordance with DTC’s procedures, in addition to those provided for under the indenture with respect to the exchange notes.

Payments of the principal of, premium, if any, and interest (including additional interest) on, the Global Notes will be made to DTC or its nominee, as the case may be, as the registered owner of the Global Notes. None of RR Donnelley, the trustee or any paying agent under the indenture governing the notes will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest.

DTC has advised us that its present practice is, upon receipt of any payment of principal, premium, if any, and interest (including additional interest) on the Global Notes, to credit immediately participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Notes as shown on the records of DTC. Payments by participants to owners of beneficial interests in the Global Notes held through such participants will be governed by standing instructions and customary practice, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

Transfers between participants in DTC will be effected in the ordinary way through DTC’s same-day funds system in accordance with DTC rules and will be settled in same-day funds. If a holder requires physical delivery of a certificated security for any reason, including to sell notes to persons in states which require physical delivery of the notes, or to pledge such securities, such holder must transfer its interest in a Global Note, in accordance with the normal procedures of DTC and with the procedures set forth in the indenture governing the notes.

DTC has advised us that it will take any action permitted to be taken by a holder of notes, including the presentation of notes for exchange as described below, only at the direction of one or more participants to whose account the DTC interests in the Global Notes are credited and only in respect of such portion of the aggregate

35

principal amount of notes as to which such participant or participants has or have given such direction. However, if there is an event of default under the indenture governing the notes, DTC will exchange the Global Notes for certificated securities, which it will distribute to its participants.

DTC has advised us as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and certain other organizations. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (“indirect participants”).

Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the Global Note among participants of DTC, it is under no obligation to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Certificated Securities

Certificated securities will be issued in exchange for beneficial interests in the Global Notes (i) if requested by a holder of such interests or (ii) if DTC is at any time unwilling or unable to continue as a depositary for the Global Notes and a successor depositary is not appointed by us within 90 days.

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PLAN OF DISTRIBUTION

We are not using any underwriters for this exchange offer. We are also bearing the expenses of the exchange.

This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of any exchange notes received in exchange for private notes acquired by such broker-dealer as a result of market-making or other trading activities. Each such broker-dealer that receives exchange notes for its own account in exchange for such private notes pursuant to the exchange offer must acknowledge in the letter of transmittal that it will deliver a prospectus in connection with any resale of such exchange notes. We have agreed that for a period of up to 180 days after the registration statement is declared effective, we will use our reasonable best efforts to keep the registration statement effective and will make this prospectus, as amended or supplemented, available to any such broker-dealer that requests copies of this prospectus in the letter of transmittal for use in connection with any such resale.

We will not receive any proceeds from any sale of exchange notes by broker-dealers or any other persons. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions:

• in the over-the-counter market;

• in negotiated transactions;

• through the writing of options on the exchange notes; or

• a combination of such methods of resale.

The exchange notes may be sold from time to time:

• at market prices prevailing at the time of resale;

• at prices related to such prevailing market prices; or

• at negotiated prices.

Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes.

Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer in exchange for private notes acquired by such broker-dealer as a result of market-making or other trading activities and any broker-dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act. Any profit on these resales of exchange notes and any commissions or concessions received by any person may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay all expenses incident to our performance of, or compliance with, the registration rights agreement and will indemnify the holders of the private notes, including any broker-dealers, and certain parties related to these holders, against certain liabilities, including liabilities under the Securities Act, as set forth in the registration rights agreement.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The exchange of private notes for exchange notes should not be treated as a taxable transaction for United States Federal income tax purposes because the terms of the exchange notes should not be considered to differ materially in kind or in extent from the terms of the private notes. Rather, the exchange notes received by a holder of private notes should be treated as a continuation of such holder’s investment in the private notes. As a result, there should be no material United States Federal income tax consequences to holders exchanging private notes for exchange notes.

IF YOU ARE CONSIDERING AN EXCHANGE OF YOUR PRIVATE NOTES FOR THE EXCHANGE NOTES, YOU SHOULD CONSULT YOUR OWN TAX ADVISOR(S) CONCERNING THE TAX CONSEQUENCES ARISING UNDER STATE, LOCAL, OR FOREIGN LAWS OF SUCH AN EXCHANGE.

VALIDITY OF THE EXCHANGE NOTES

The validity of the notes will be passed upon for us by Sullivan & Cromwell LLP.

EXPERTS

The consolidated financial statements and the related financial statement schedule of RR Donnelley as of December 31, 2003 and 2002 and for the years then ended incorporated in this prospectus by reference from RR Donnelley’s Annual Report on Form 10-K for the year ended December 31, 2003 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports dated February 18, 2004 (which reports express an unqualified opinion and include an explanatory paragraph referring to: (i) RR Donnelley’s changes in the composition of its reportable segments in 2002 and 2003; (ii) RR Donnelley’s change in its accounting for goodwill and intangible assets in 2002; and (iii) Deloitte & Touche LLP’s audit of the transitional adjustments related to these changes reflected in the 2001 financial statements that were audited by other auditors who have ceased operations and for which they have expressed no opinion or other form of assurance other than with respect to such disclosures), which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of Moore Wallace Incorporated incorporated in this prospectus by reference from the RR Donnelley Current Report on Form 8-K/A filed March 16, 2004 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report dated February 26, 2004, which is incorporated herein by reference, and has been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements and the related financial statement schedule of RR Donnelley as of and for the year ended December 31, 2001 incorporated in this prospectus by reference from RR Donnelley’s Annual Report on Form 10-K for the year ended December 31, 2003 have been audited by Arthur Andersen LLP, independent auditors. Arthur Andersen LLP did not, however, reissue its report for inclusion in such Annual Report. RR Donnelley relies on the report of Arthur Andersen LLP. RR Donnelley has not been able to obtain, after reasonable efforts, the written consent of Arthur Andersen LLP to RR Donnelley naming it as an expert and as having audited the consolidated financial statements of RR Donnelley as of and for the year ended December 31, 2001 and incorporating by reference its audit reports into this prospectus. This limits your ability to recover damages from Arthur Andersen LLP under Section 11 of the Securities Act for any untrue statements of a material fact contained in the consolidated financial statements audited by Arthur Andersen LLP or any omissions to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

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DOCUMENTS INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” the documents that we file with the SEC. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. This information incorporated by reference is a part of this prospectus, unless we provide you with different information in this prospectus or the information is modified or superseded by a subsequently filed document.

This prospectus incorporates by reference

• Our Annual Report on Form 10-K for the fiscal year ended December 31, 2003,

• Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004, and

• Our Current Reports on Form 8-K and 8-K/A as filed on January 12, 2004 (other than information furnished under Item 12), February 5, 2004 (other than information furnished under Item 12), February 20, 2004, February 25, 2004, February 27, 2004, March 2, 2004, March 15, 2004, March 15, 2004, March 16, 2004, May 6, 2004 (other than information furnished under Item 12) and June 17, 2004.

This prospectus also incorporates by reference additional documents that we may file with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the time of filing of the initial registration statement and before effectiveness of the registration statement, and after the date of this prospectus and before the termination of this offering. These documents include annual reports, quarterly reports and other current reports, as well as proxy statements.

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Part II

Information Not Required in Prospectus

Item 20. Indemnification of Directors and Officer

Section 145 of the General Corporation Law of the State of Delaware empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. A Delaware corporation may indemnify directors, officers, employees and other agents of such corporation in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the person to be indemnified has been adjudged to be liable to the corporation. Where a director, officer, employee or agent of the corporation is successful on the merits or otherwise in the defense of any action, suit or proceeding referred to above or in defense of any claim, issue or matter therein, the corporation must indemnify such person against the expenses (including attorneys’ fees) which he or she actually and reasonably incurred in connection therewith.

The Certificate of Incorporation of R.R. Donnelley & Sons Company contains provisions that provide for indemnification of officers and directors to the fullest extent permitted by, and in the manner permissible under, the General Corporation Law of the State of Delaware.

As permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware, R.R. Donnelley & Sons Company’s Certificate of Incorporation contains a provision eliminating the personal liability of a director to R.R. Donnelley & Sons Company or its stockholders for monetary damages for breach of fiduciary duty as a director, subject to certain exceptions.

R.R. Donnelley & Sons Company maintains policies insuring its officers and directors against certain civil liabilities, including liabilities under the Securities Act.

Pursuant to the registration rights agreement, R.R. Donnelley & Sons Company has agreed to indemnify holders of registrable notes against certain liabilities. Also pursuant to the registration rights agreement, R.R. Donnelley & Sons Company and certain broker-dealers, including certain persons associated with such broker-dealers, have agreed to indemnify each other against certain liabilities.

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits

2.1	Combination Agreement, dated as of November 8, 2003, between R.R. Donnelley & Sons Company and Moore Wallace Incorporated. Filed as Exhibit to Current Report on Form 8-K, filed on November 10, 2003, and incorporated herein by reference.
2.2	First Amendment to Combination Agreement, dated as of February 19, 2004, between R.R. Donnelley & Sons Company and Moore Wallace Incorporated. Filed as Exhibit to Current Report on Form 8-K, filed on February 20, 2004, and incorporated herein by reference.
3.1	Amended and Restated By-Laws of R.R.Donnelley & Sons Company, dated as of May 27, 2004.*
4.1	Indenture, dated as of March 10, 2004, between R.R. Donnelley & Sons Company and LaSalle Bank National Association, as Trustee. Filed as Exhibit to Quarterly Report on Form 10-Q, filed on May 10, 2004, and incorporated herein by reference.

II-1

4.2	Registration Rights Agreement, dated as of March 10, 2004, between R.R. Donnelley & Sons Company and Citigroup Global Markets, Inc., Fleet Securities, Inc, and J.P. Morgan Securities, Inc. as representatives of the Initial Purchasers. Filed as Exhibit to Quarterly Report on Form 10-Q, filed on May 10, 2004, and incorporated herein by reference.
4.3	Form of 2009 Note (included in the Exhibit filed as Exhibit 4.1 hereto)
4.4	Form of 2014 Note (included in the Exhibit filed as Exhibit 4.1 hereto)
4.5	Indenture, dated as of November 1, 1990, between the Company and Citibank, N.A., as Trustee. Filed as Exhibit with Form SE, filed on March 26, 1992, and incorporated herein by reference.
5.1	Opinion of Sullivan & Cromwell LLP*
12.1	Computation of Ratio of Earnings to Fixed Charges*
23.1	Consent of Deloitte & Touche LLP*
23.2	Consent of Deloitte & Touche LLP*
23.3	Consent of Sullivan & Cromwell LLP (included in the Exhibit filed as Exhibit 5.1 hereto)*
24.1	Power of Attorney*
25.1	Statement of Trustee Eligibility*
99.1	Form of Letter of Transmittal for unregistered 3.75% Notes due 2009*
99.2	Form of Letter of Transmittal for unregistered 4.95% Notes due 2014*
99.3	Form of Notice of Guaranteed Delivery for unregistered 3.75% Notes due 2009*
99.4	Form of Notice of Guaranteed Delivery for unregistered 4.95% Notes due 2014*
99.5	Form of Exchange Agent Agreement*

* Filed herewith

(b) Financial Statement Schedules are omitted because they are either not required, are not applicable or because equivalent information has been incorporated herein by reference or included in the financial statements, the notes thereto or elsewhere herein.

Item 22. Undertakings

1. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

2. The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

3. The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-2

4. The undersigned registrant hereby undertakes: to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

5. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

6. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on this 18^th day of June, 2004.

R.R. DONNELLEY & SONS COMPANY
By:	/S/    SUZANNE S. BETTMAN
	Suzanne S. Bettman Senior Vice President, General Counsel

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on June 18, 2004.

Signature	Capacity
/S/    MARK A. ANGELSON     Mark A. Angelson	Director, and Chief Executive Officer (Principal Executive Officer)
/S/    KEVIN J. SMITH     Kevin J. Smith	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

II-4

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENT THAT each person whose signature appears below constitutes and appoints Theodore J. Theophilos, Suzanne S. Bettman and Kevin J. Smith, and each of them with full power to act without the other, his or her true and lawful attorney-in-fact, with full power and authority, for the purpose of executing, in the name and on behalf of the undersigned as a director of R. R. Donnelley & Sons Company, a Delaware corporation (the “Company”), (i) the Company’s Registration Statement on Form S-4, or any amendments or supplements thereto, for the registration of up to $1,000,000,000 of debt securities of the Company in accordance with the authorization of the Board of Directors; (ii) any application for registration or qualification (or exemption therefrom) of such securities under the Blue Sky or other federal or state securities laws and regulations or the laws and regulations of any governmental entity outside the United States of America; and (iii) any other document or instrument deemed necessary or appropriate by any of them in connection with such application for registration or qualification (or exemption therefrom); and for the purpose of causing any such registration statement or any subsequent amendment or supplement to such registration statement to be filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended. The undersigned hereby grants unto each such attorney-in-fact full power of substitution and revocation in the premises and hereby ratifies and confirms all that each such attorney-in-fact may do or cause to be done by virtue of these presents.

Dated: May 27, 2004

/S/    GREGORY Q. BROWN Gregory Q. Brown	/S/    JOHN C. POPE John C. Pope
/S/    ROBERT F. CUMMINGS, JR. Robert F. Cummings, Jr.	/S/    MICHAEL T. RIORDAN Michael T. Riordan
/S/    JAMES R. DONNELLEY James R. Donnelley	/S/    OLIVER R. SOCKWELL Oliver R. Sockwell
/S/    ALFRED C. ECKERT III Alfred C. Eckert III	/S/    LIONEL H. SCHIPPER, C.M. Lionel H. Schipper, C.M.
/S/    JUDITH H. HAMILTON Judith H. Hamilton	/S/    BIDE L. THOMAS Bide L. Thomas
/S/    THOMAS S. JOHNSON Thomas S. Johnson	/S/    NORMAN H. WESLEY Norman H. Wesley
/S/    JOAN D. MANLEY Joan D. Manley	/S/    STEPHEN M. WOLF Stephen M. Wolf

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INDEX TO EXHIBITS TO R.R. DONNELLEY & SONS COMPANY

REGISTRATION STATEMENT ON FORM S-4

2.1	Combination Agreement, dated as of November 8, 2003, between R.R. Donnelley & Sons Company and Moore Wallace Incorporated. Filed as Exhibit to Current Report on Form 8-K, filed on November 10, 2003, and incorporated herein by reference.
2.2	First Amendment to Combination Agreement, dated as of February 19, 2004, between R.R. Donnelley & Sons Company and Moore Wallace Incorporated. Filed as Exhibit to Current Report on Form 8-K, filed on February 20, 2004, and incorporated herein by reference.
3.1	Amended and Restated Bylaws of R.R. Donnelley & Sons Company, dated as of May 27, 2004.*
4.1	Indenture, dated as of March 10, 2004, between R.R. Donnelley & Sons Company and LaSalle Bank National Association, as Trustee. Filed as Exhibit to Quarterly Report on Form 10-Q, filed on May 10, 2004, and incorporated herein by reference.
4.2	Registration Rights Agreement, dated as of March 10, 2004, between R.R. Donnelley & Sons Company and Citigroup Global Markets, Inc., Fleet Securities, Inc, and J.P. Morgan Securities, Inc. as representatives of the Initial Purchasers. Filed as Exhibit to Quarterly Report on Form 10-Q, filed on May 10, 2004, and incorporated herein by reference.
4.3	Form of 2009 Note (included in the Exhibit filed as Exhibit 4.1 hereto)
4.4	Form of 2014 Note (included in the Exhibit filed as Exhibit 4.1 hereto)
4.5	Indenture, dated as of November 1, 1990, between the Company and Citibank, N.A., as Trustee. Filed as Exhibit with Form SE, filed on March 26, 1992, and incorporated herein by reference.
5.1	Opinion of Sullivan & Cromwell LLP*
12.1	Computation of Ratio of Earnings to Fixed Charges*
23.1	Consent of Deloitte & Touche LLP*
23.2	Consent of Deloitte & Touche LLP*
23.3	Consent of Sullivan & Cromwell LLP (included in the Exhibit filed as Exhibit 5.1 hereto)*
24.1	Power of Attorney (contained in the signature page to this Registration Statement)*
25.1	Statement of Trustee Eligibility*
99.1	Form of Letter of Transmittal for unregistered 3.75% Notes due 2009*
99.2	Form of Letter of Transmittal for unregistered 4.95% Notes due 2014*
99.3	Form of Notice of Guaranteed Delivery for unregistered 3.75% Notes due 2009*
99.4	Form of Notice of Guaranteed Delivery for unregistered 4.95% Notes due 2014*
99.5	Form of Exchange Agent Agreement.*
*Filed Herewith

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

BY-LAWS OF

R. R. DONNELLEY & SONS COMPANY

MAY 27, 2004

ARTICLE I

Section 1.1. Principal Office. The principal office in the State of Delaware shall be in the City of Wilmington, County of New Castle, State of Delaware, and the name of the resident agent in charge thereof is The Corporation Trust Company.

Section 1.2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

Meetings of Stockholders

Section 2.1. Annual Meeting. The annual meeting of the stockholders shall be held for the purpose of electing Directors of the class for which the term expires on that date and for the transaction of such other business as may properly be brought before the meeting in accordance with these By-laws at such date, time and place, within or without the State of Delaware, as may be fixed by resolution of the Board of Directors of the corporation from time to time.

Except as otherwise provided by statute or the certificate of incorporation, the only business which properly shall be conducted at any annual meeting of the stockholders shall (i) have been specified in the written notice of the meeting (or any supplement thereto) given as provided in Section 2.4, (ii) be brought before the meeting by or at the direction of the Board of Directors or the officer of the corporation presiding at the meeting or (iii) be brought before the meeting by a stockholder who shall have complied with the notice requirements specified in this Section. For business to be brought before the meeting by a stockholder, the business must have been specified in a written notice (a “Stockholder Meeting Notice”) given to the corporation, in accordance with all of the following requirements, by or on behalf of any stockholder who is entitled to vote at such meeting. Each Stockholder Meeting Notice must be delivered personally to, or be mailed to and received by, the Secretary of the corporation at the principal executive offices of the corporation in the City of Chicago, State of Illinois, not less than 60 days nor more than 90 days prior to the annual meeting; provided, however, that in the event that less than 75 days’ notice or prior public disclosure of the date of the annual meeting is given or made to

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stockholders, notice by the stockholder to be timely must be received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made, whichever first occurs. Each Stockholder Meeting Notice shall set forth: (i) a description of each item of business proposed to be brought before the meeting and the reasons for conducting such business at the annual meeting; (ii) the name and record address of the stockholder proposing to bring such item of business before the meeting and the reasons for conducting such business at the annual meeting; (iii) the class and number of shares of stock held of record, owned beneficially and represented by proxy by such stockholder as of the record date for the meeting (if such date shall then have been made publicly available) and as of the date of such Stockholder Meeting Notice and (iv) all other information which would be required to be included in a proxy statement filed with the Securities and Exchange Commission if, with respect to any such item of business, such stockholder were a participant in a solicitation subject to Section 14 of the Securities Exchange Act of 1934. No business shall be brought before any annual meeting of stockholders of the corporation otherwise than as provided in this Section; provided, however, that nothing contained in this Section shall be deemed to preclude discussion by any stockholder of any business properly brought before the annual meeting. The officer of the corporation presiding at the annual meeting of stockholders shall, if the facts so warrant, determine that business was not properly brought before the meeting in accordance with the provisions of this Section and, if such officer should so determine, such officer should so declare to the meeting and any such business so determined to be not properly brought before the meeting shall not be transacted.

Section 2.2. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the Chief Executive Officer, the President, or the Chairman of the Board, and shall be called by the Secretary pursuant to a resolution duly adopted by the affirmative vote of a majority of the Whole Board of Directors. Such call shall state the purposes of the proposed meeting. Business transacted at any special meeting shall be limited to the general objectives stated in the call.

Section 2.3. Place of Special Meetings. Any special meeting of the stockholders properly called in accordance with Section 2.2 of these By-laws shall be held at such date, time and place, within or without the State of Delaware, as may be fixed by resolution of the Board of Directors from time to time.

Section 2.4. Notice of Meetings. A written notice of each annual or special meeting of stockholders shall be given stating the date, time and place of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these By-laws, such notice shall be given not less than ten nor more than 60 days before the date of the meeting, by or at the direction of the Board of Directors, the Chief Executive Officer, the Chairman of the Board or the President, to each stockholder of record entitled to vote at such meeting, personally, by mail or, to the extent and in the manner permitted by law, electronically. If mailed, notice is given when deposited in

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the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation.

Section 2.5. Fixing Record Date. In order that the corporation may determine the stockholders (i) entitled (A) to notice of or to vote at any meeting of stockholders or any adjournment thereof, (B) to receive payment of any dividend or other distribution or allotment of any rights, or (C) to exercise any rights in respect of any change, conversion or exchange of stock, or (ii) for the purpose of any other lawful action, the Board of Directors may fix a record date, which shall not be earlier than the date upon which the resolution fixing the record date is adopted by the Board of Directors and which (1) in the case of a determination of stockholders entitled to notice of or to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, be not more than 60 nor less than ten days before the date of such meeting; and (2) in the case of any other action, shall be not more than 60 days before such action.

If no record date is fixed, (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, but the Board of Directors may fix a new record date for the adjourned meeting.

Section 2.6. Voting List. The Secretary shall prepare, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten days prior to the meeting during ordinary business hours, at the principal place of business of the corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 2.7. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be

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present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2.8. Proxies. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy filed with the Secretary before or at the time of the meeting. No such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

Section 2.9. Voting. When a quorum is present at any meeting of stockholders, the affirmative vote of the holders of a majority of the stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes, the certificate of incorporation or these By-laws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Every stockholder having the right to vote shall be entitled to vote in person or by proxy. Every such stockholder shall have one vote for each share of stock having voting power registered in such stockholder’s name on the books of the corporation.

Section 2.10. Voting of Stock of Certain Holders. Shares of stock of the corporation standing in the name of another corporation, domestic or foreign, and entitled to vote may be voted by such officer, agent or proxy as the by-laws or other internal regulations of such corporation may prescribe or, in the absence of such provision, as the board of directors or comparable body of such corporation may determine. Shares of stock of the corporation standing in the name of a deceased person, a minor, an incompetent or a debtor in a case under Title 11, United States Code, and entitled to vote may be voted by an administrator, executor, guardian, conservator, debtor-in-possession or trustee, as the case may be, either in person or by proxy, without transfer of such shares into the name of the official or other person so voting. A stockholder whose shares of stock of the corporation are pledged shall be entitled to vote such shares, unless on the transfer records of the corporation, the pledgor has expressly empowered the pledgee to vote such shares, in which case only the pledgee, or the pledgee’s proxy, may vote such shares.

Section 2.11. Treasury Stock. Stock of the corporation belonging to the corporation, or to another corporation a majority of the shares entitled to vote in the election of directors of which are held by the corporation, shall not be voted at any meeting of stockholders and shall not be counted in the total number of outstanding shares for the purpose of determining whether a quorum is present. Nothing in this Section 2.11 shall limit the right of the corporation to vote shares of stock of the corporation held by it in a fiduciary capacity.

Section 2.12. Election of Directors. When a quorum is present at any meeting of stockholders, Directors shall be elected by a plurality of the votes of the stock present in person or represented by proxy at such meeting of stockholders and entitled to vote on the election of Directors.

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ARTICLE III

Directors

Section 3.1. General Powers. The property and business of the corporation shall be managed by the Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these By-laws directed or required to be exercised or done by the stockholders.

Without limiting the generality of the foregoing, it shall be the responsibility of the Board of Directors to establish broad objectives and the general course of the business, determine basic policies, appraise the adequacy of overall results, and generally represent and further the interests of the corporation’s stockholders and insure the most effective use of the corporation’s assets.

Several examples of the responsibilities of the Board of Directors are as follows:

1. Establish broad corporation objectives and basic policies and maintain overall control of the business.

2. Make necessary revisions of the by-laws (in accordance with Article X).

3. Determine dividend action (in accordance with Article VIII).

4. Authorize necessary action with respect to issuance of new securities and listing securities for trading on exchanges.

5. Fix date, time and place of, and take other necessary action with respect to, meetings of stockholders (in accordance with Article II).

6. Approve issuance of stock certificates to replace those lost or destroyed (in accordance with Section 7.2).

7. Fill vacancies in the Board of Directors (in accordance with Sections 3.2 and 3.8).

8. Elect the officers of the corporation (in accordance with Section 4.2) and appraise their performance.

9. Determine the basic organization structure of the business.

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10. Authorize any necessary action with respect to loans and pledging of assets (in accordance with Section 6.2).

11. Designate officers authorized to buy or sell corporate investment securities.

12. Designate persons authorized to execute contracts and other documents requiring signatures of officers or specific individuals (in accordance with Section 6.1).

13. Select, or designate those authorized to select, depositaries for corporate funds and investment securities and designate check signatories and persons authorized to have access to safe deposit boxes (in accordance with Sections 6.3 and 6.4).

14. Approve proposals to convey corporate-owned land or buildings or designate those authorized to take such action.

15. Designate the person or persons authorized to appoint proxies to vote stock in subsidiary and other concerns in which the corporation has a significant interest and the person or persons authorized to determine who shall serve as Directors in representing the parent corporation in such concerns.

16. Designate stock transfer agents, registrars, and paying agents with respect to corporate securities and other special purpose agents.

17. Procure special professional services required by and for the Board.

18. Provide for issuance of an annual report to stockholders and such other reports and notices as the Board deems advisable.

19. Employ, upon recommendation of the Audit Committee, independent public accountants to audit the corporation’s financial statements.

20. Review and approve new employee benefit plans and major revisions of employee stock incentive plans.

21. Review and approve the actions of the Executive Committee as reported in the minutes of its meetings.

22. Approve the annual operating budget.

23. Review and approve the annual capital budget.

24. Direct the manner of handling matters outside the ordinary course of business of the corporation.

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Section 3.2. Number, Election and Term. The number of Directors which shall constitute the Whole Board shall be fifteen (15), of whom five (5) shall be Directors of the First Class, five (5) shall be Directors of the Second Class and five (5) shall be Directors of the Third Class. Immediately prior to the 2005 annual meeting of stockholders of the corporation two (2) Donnelley Directors (who shall be agreed upon by a majority of the Donnelley Directors then serving as Directors) and two (2) Moore Wallace Directors (who shall be agreed upon by a majority of the Moore Wallace Directors then serving as Directors voting together with Mark A. Angelson) will retire from the Board of Directors and the number of Directors which shall constitute the Whole Board shall be reduced to eleven (11), of whom four (4) shall be Directors of the First Class, three (3) shall be Directors of the Second Class and four (4) shall be Directors of the Third Class; provided, however, that if prior to the 2005 annual meeting of stockholders of the corporation any Donnelley Director or Moore Wallace Director shall have died, resigned or been removed and such vacancy has not been filled prior to such time, then the number of Donnelley Directors or Moore Wallace Directors, as the case may be, required to resign will be reduced by the number of Directors that have died, resigned or been removed.

The term of office of each class shall be three years, with the term of one class expiring in each year, and the successors to the class of Directors whose terms shall expire shall be elected at each annual election or adjournment thereof. Each Director shall hold office until such Director’s successor shall be elected and shall qualify or until such Director’s earlier resignation or removal. Directors need not be residents of Delaware or stockholders.

“Whole Board” shall mean the total number of authorized directorships, whether or not there exist any vacancies or unfilled previously authorized directorships.

“Donnelley Directors” shall mean the Directors of the corporation immediately prior to the effective time (the “Effective Time”) of the transactions contemplated by the Combination Agreement, dated as of November 8, 2003, between R.R. Donnelley & Sons Company and Moore Wallace Incorporated (the “Combination Agreement”), who were designated pursuant to Section 3.17 of the Combination Agreement to be Directors of the corporation immediately following the Effective Time.

“Moore Wallace Directors” shall mean the Directors of Moore Wallace Incorporated immediately prior to the Effective Time of the transactions contemplated by the Combination Agreement who (other than Mr. Angelson) were designated pursuant to Section 3.17 of the Combination Agreement to be Directors of the corporation immediately following the Effective Time.

Section 3.3. Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by or at the request of the Chief Executive Officer, the Chairman of the Board, a Vice Chairman, the President, or any two Directors.

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Section 3.4. Notice. Notice of any special meeting of the Board of Directors stating the place, date and time of the special meeting shall be given in writing to each Director, either personally, by mail or overnight courier, or by facsimile, telegram or cable or other means of electronic transmission, addressed to the Director’s residence or usual place of business, not less than two days before the date of such meeting, or by such other means, whether or not in writing, and within such lesser period, as circumstances require in the reasonable judgment of the person calling the meeting. If mailed or sent by overnight courier, such notice shall be deemed to be given at the time when it is deposited in the United States mail with first class postage prepaid or deposited with the overnight courier. Notice by telegram or cable shall be deemed given when the notice is delivered to the telegraph or cable company; notice by facsimile or other electronic transmission shall be deemed given when the notice is transmitted (except notice by email shall be deemed given only upon receipt). Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice at such meeting, except where the Director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless otherwise provided by statute, the certificate of incorporation or these By-Laws.

Section 3.5. Quorum. A majority of the Whole Board shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, that if less than a majority of the Whole Board is present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 3.6. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.7. Use of Communications Equipment. Members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

Section 3.8. Vacancies and Additional Directors. Any Director may resign at any time upon written notice to the corporation. If any vacancy occurs in the Board of Directors caused by death, resignation, retirement, disqualification or removal from office of any Director, or otherwise, or if any new directorship is created by any increase in the authorized number of Directors, a majority of the Directors then in office, though less than a quorum may choose a successor or fill the newly created directorship; and a Director so chosen shall hold office until the next annual election at which Directors of the class to which such Director was chosen are elected and

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until such Director’s successor shall be duly elected and shall qualify or until such Director’s earlier resignation or removal.

Section 3.9. Compensation. Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors shall have the authority to fix the compensation of Directors. The Directors shall be paid their reasonable expenses, if any, of attendance at each meeting of the Board of Directors or a committee thereof and may be paid a fixed sum for attendance at each such meeting and an annual retainer or salary for services as a director or committee member. Directors who are full-time employees of the corporation shall not receive any compensation for their services as such. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.

Section 3.10. Executive Committee. The corporation shall have an Executive Committee until immediately prior to the 2005 annual meeting of stockholders, at which time the Executive Committee will be disbanded unless reauthorized by the affirmative vote of at least 66 2/3% of the Whole Board (a “Two Thirds Vote”). Unless otherwise provided by a Two Thirds Vote, the members of the Executive Committee will be the Chairman of the Finance Committee, the Chairman of the Human Resources Committee, the Chairman of the Audit Committee, the Chairman of the Corporate Responsibility and Governance Committee, the Chief Executive Officer, the non-executive Chairman of the Board, and the Chairman of the Board of Moore Wallace immediately prior to the Effective Time, who shall be the Chairman of the Executive Committee. The Executive Committee shall have and exercise all of the authority of the Board of Directors in the management of the corporation, except that such Committee shall not have the power to take specific actions which have been delegated to other committees of the Board and shall not be empowered to take action with respect to: declaring dividends; issuing bonds, debentures, or the borrowing of moneys except within limits expressly approved by the Board of Directors; amending by-laws; filling vacancies and newly created directorships in the Board of Directors; removing Directors of the corporation; mergers or consolidations; the sale, lease or exchange of all or substantially all of the assets of the corporation; dissolution; or any other action requiring the approval of stockholders. The designation of such Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any member thereof of any responsibility imposed upon the Board or such member by law.

Section 3.11. Other Committees. The Board of Directors may designate two or more Directors to constitute committees (in addition to the Executive Committee provided for in Section 3.10 of these By-laws), including a Finance Committee, Human Resources Committee, Audit Committee and Corporate Responsibility and Governance Committee, which committees, to the extent permitted by law, shall have and exercise such authority as may be provided for in the resolutions creating such committee, as such resolutions may be amended from time to time.

Section 3.12. Nomination of Directors. Except as otherwise fixed pursuant to the certificate of incorporation relating to the rights of the holders of any one or more classes or series of Preferred Stock issued by the corporation, acting separately by

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class or series, to elect, under specified circumstances, Directors at a meeting of stockholders, nominations for the election of Directors may be made by the Board of Directors or a committee appointed by the Board of Directors pursuant to Section 3.11 or by any stockholder entitled to vote in the election of Directors generally. However, any stockholder entitled to vote in the election of Directors generally may nominate one or more persons for election as Directors at a meeting at which Directors are to be elected only if written notice of such stockholder’s intent to make such nomination or nominations has been delivered personally to, or been mailed to and received by, the Secretary of the corporation at the principal executive offices of the corporation in the City of Chicago, State of Illinois, not less than 60 days nor more than 90 days prior to the meeting; provided, however, that, in the event that less than 75 days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Each such notice shall set forth: (i) the name and record address of the stockholder who intends to make the nomination; (ii) the name, age, principal occupation or employment, business address and residence address of the person or persons to be nominated; (iii) the class and number of shares of stock held of record, owned beneficially and represented by proxy by such stockholder and by the person or persons to be nominated as of the record date for the meeting (if such date shall then have been made publicly available) and of the date of such notice; (iv) a representation that the stockholder intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (v) a description of all arrangements or understandings between such stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such stockholder; (vi) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed with the Securities and Exchange Commission pursuant to Section 14 of the Securities Exchange Act of 1934; and (vii) the consent of each nominee to serve as a Director of the corporation if so elected. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as a Director of the corporation. The officer of the corporation presiding at the annual meeting of stockholders shall, if the facts so warrant, determine that a nomination was not made in accordance with the provisions of this Section, and if such officer should so determine, such officer should so declare to the meeting and the defective nomination shall be disregarded. No person shall be eligible for election as a Director of the corporation unless nominated in accordance with the procedures set forth herein.

Section 3.13. Committee Chairs; Composition. Notwithstanding anything to the contrary contained in these By-Laws or the resolutions creating any committee, until February 27, 2007 (the “Lapse Date”), (a) unless otherwise approved by a Two Thirds Vote, each committee of the Board of Directors chaired immediately following the Effective Time by a Donnelley Director pursuant to Section 3.17(b) of the Combination Agreement shall continue to be chaired by a Donnelley Director and

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each committee of the Board of Directors chaired immediately following the Effective Time by a Moore Wallace Director pursuant to Section 3.17(b) of the Combination Agreement shall continue to be chaired by a Moore Wallace Director, and (b) the appointment of any additional members to the Finance Committee, Human Resources Committee, Audit Committee or Corporate Responsibility and Governance Committee shall be made only with a Two Thirds Vote.

ARTICLE IV

Officers of the Corporation

Section 4.1. Officers and Number. The officers of the corporation shall be appointed or elected (a) in the manner set forth in this Article IV and in Article V hereof and (b) to the extent not so set forth, by the Board of Directors. The officers of the corporation shall be a Chairman of the Board, who shall be a non-executive Chairman, a Chief Executive Officer, a President, one or more Executive Vice Presidents, a Secretary, a Treasurer, a Controller and such other officers as the Board of Directors may from time to time determine. All Senior Officers (those employees in Salary Grades 1 through 7) shall be elected by the Board of Directors. Any two or more offices may be held by the same person except the offices of President and Secretary. The Board of Directors may distinguish among officers bearing the same title by the addition of other designations, such as “Chief Financial Officer” or the like.

Section 4.2. Election and Term of Office. Each officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding such officer’s election, and until such officer’s successor is elected and qualified or until such officer’s earlier death, resignation or removal. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.

Section 4.3. Removal. (a) Notwithstanding anything to the contrary contained in these By-Laws, until the Lapse Date, the removal of or any failure to re-elect the Chairman of the Board or the Chief Executive Officer, or any action that would permit the Chief Executive Officer to terminate his employment agreement with the corporation for “Good Reason” as defined therein (other than any such termination pursuant to clauses (i), (v) and (vi) of Section 15(g) thereof), shall require a Two Thirds Vote.

(b) Subject to Section 4.3(a) hereof, any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby.

Section 4.4. Vacancies. Except as provided in Article V hereof, a vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors at any meeting of the Board of Directors.

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Section 4.5. Salaries. No officer shall be prevented from receiving a salary for such officer’s services as an officer by reason of the fact that such officer is also a Director of the corporation.

Section 4.6. Chief Executive Officer. The Chief Executive Officer shall have overall supervision of, and responsibility for, the business, and shall direct the affairs and policies of the corporation. In the absence of the Chairman of the Board, the Chief Executive Officer shall preside at meetings of the stockholders and Board of Directors.

Section 4.7. Chairman of the Board. The Chairman of the Board shall be a non-executive officer of the corporation and shall preside at all meetings of the stockholders and Board of Directors.

Section 4.8. President. Subject to the supervision and direction of the Chief Executive Officer, the President shall have responsibility for such of the operations and other functions of the corporation as may be assigned to the President. The President shall perform such other duties and responsibilities as may be assigned to the President by the Chief Executive Officer.

Section 4.9. Vice Presidents. Any Vice President elected by the Board of Directors shall have such corporate powers, if any, as may be assigned to such Vice President from time to time by the Board of Directors, Chief Executive Officer, Chairman of the Board or the President.

Section 4.10. Senior Vice Presidents. Any Senior Vice President elected by the Board of Directors shall have such corporate powers, if any, as may be assigned to such Senior Vice President by the Board of Directors, Chief Executive Officer, Chairman of the Board or the President.

Section 4.11. Business Unit Presidents. Any Business Unit President elected by the Board of Directors shall have such corporate powers, if any, as may be assigned to such Business Unit President by the Board of Directors, Chief Executive Officer, Chairman of the Board or the President.

Section 4.12. Executive Vice Presidents. The Board of Directors may designate as an Executive Vice President the officer to whom one or more other senior officers of the corporation reports.

Section 4.13. Order of Succession. Such of the Directors of the corporation as may be designated by resolution of the Board of Directors, and in the order of such designation, shall in the absence of the Chairman of the Board perform the duties of the Chairman of the Board and shall have all of the powers and shall be subject to any restrictions imposed upon the Chairman.

Such of the officers of the corporation as may be designated by resolution of the Board of Directors, and in the order of such designation, shall in the absence of the

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Chief Executive Officer, perform the duties of the Chief Executive Officer and when so acting shall have all the powers of and be subject to any restrictions imposed upon the Chief Executive Officer.

Such of the officers of the corporation as may be designated by resolution of the Board of Directors, and in the order of such designation, shall in the absence of the President perform the duties of the President and when so acting shall have all the powers of and be subject to any restrictions imposed upon the President.

Section 4.14. Secretary. The Secretary shall keep the minutes of all meetings of the stockholders and Board of Directors of the corporation, shall have charge of the corporate records and the corporate seal, and shall have the power to attach the seal to all instruments which shall require sealing after the same shall have been signed as authorized by the Board of Directors.

Section 4.15. Treasurer. The Treasurer shall be responsible for the receipt, custody and disbursement of all funds of the corporation in the form of both cash and securities. The Treasurer may delegate the details of the office of Treasurer to someone else, but this shall nowise relieve the Treasurer of the responsibilities and liability of the office of Treasurer. The Treasurer shall have the power to attach the seal to all instruments which shall require sealing after the same shall have been signed as authorized by the Board of Directors.

Section 4.16. Controller. The Controller reports to the Chief Executive Officer directly or through such other management executives as the Chief Executive Officer may direct. The Controller, however, may directly submit any matter to the Board of Directors for its consideration. The Controller shall maintain adequate records of all assets, liabilities, and transactions of the corporation, and in conjunction with other officers and department heads, shall initiate and enforce measures and procedures whereby the business of the corporation shall be conducted with the maximum of safety, efficiency and economy. The Controller shall attend that part of the meetings of the Board of Directors which is concerned with the review of the financial and operating reports of the business, except when, in the discretion of the Board, the Controller shall be asked not to attend.

ARTICLE V

Appointed Officers

The Chief Executive Officer may appoint any individual an officer having such title as the Chief Executive Officer shall deem appropriate, provided such officer is not a Senior Officer. Any such officer appointed by the Chief Executive Officer may be removed by the Chief Executive Officer whenever in the Chief Executive Officer’s judgment the best interests of the corporation would be served thereby. The term of office, compensation, powers and duties and other terms of employment of appointed officers shall be such as the Chief Executive Officer may from time to time deem

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proper, and the authority of such officers shall be limited to acts pertaining to the business of the unit, operation or function to which they are assigned.

ARTICLE VI

Contracts, Loans, Checks and Deposits

Section 6.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 6.2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors (or a resolution of a committee of Directors pursuant to authority conferred upon that committee). Such authority may be general or confined to specific instances.

Section 6.3. Checks, etc. All checks, demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or such agent or agents of the corporation, and in such manner, as may be designated by the Board of Directors or by one or more officers of the corporation named by the Board of Directors for such purpose.

Section 6.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies and other depositaries as the Board of Directors may select or as any one or more officers of the corporation named by the Board of Directors for such purpose may select.

ARTICLE VII

Certificates of Stock and Their Transfer

Section 7.1. Certificates of Stock. Certificates of stock of the corporation shall be in such form as may be determined by the Board of Directors, shall be numbered and shall be entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and number of shares and shall be signed by the Chief Executive Officer, Chairman of the Board or President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. If any stock certificate is signed manually (a) by a transfer agent other than the corporation or its employee or (b) by a registrar other than the corporation or its employee, any other signature on the certificate may be a facsimile.

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In case any officer, transfer agent or registrar who has signed or whose facsimile has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may nevertheless be issued by the corporation with the same effect as if such officer, transfer agent or registrar continued to be such at the date of issue. All certificates properly surrendered to the corporation for transfer shall be cancelled and no new certificates shall be issued to evidence transferred shares until the former certificate for at least a like number of shares shall have been surrendered and cancelled and the corporation reimbursed for any applicable taxes on the transfer, except that in the case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms, and with such indemnification (if any) to the corporation, as the Board of Directors may prescribe specifically or in general terms or by delegation to a transfer agent for the corporation. Certificates shall not be issued representing fractional shares of stock.

Section 7.2. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificates, or such owner’s legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

Section 7.3. Transfers. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Transfers of shares shall be made only on the books of the corporation by the registered holder thereof or by such holder’s attorney thereunto authorized by power of attorney and filed with the Secretary or transfer agent of the corporation.

Section 7.4. Registered Stockholders. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

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ARTICLE VIII

Dividends

Section 8.1. Declaration. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 8.2. Reserve. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or such other purposes as the Directors shall think conducive to the interest of the corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE IX

Miscellaneous

Section 9.1. Fiscal Year. Unless otherwise fixed by the resolution of the Board of Directors, the fiscal year of the corporation shall be the calendar year.

Section 9.2. Seal. The corporate seal shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

Section 9.3. Books. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at the principal executive offices of the corporation in the City of Chicago, State of Illinois, or at such other place or places as may be designated from time to time by the Board of Directors.

ARTICLE X

Amendment

These By-laws may be altered, amended or repealed at any regular meeting of the Board of Directors or at any special meeting of the Board of Directors if notice of such alteration, amendment or repeal be contained in the notice of such special meeting, provided that no amendment of these By-laws shall conflict with the provisions of the Certificate of Incorporation, whether relating to the number of Directors which shall constitute the Whole Board or the number of Directors of any class or otherwise. Notwithstanding the foregoing and subject to the provisions of the Certificate of Incorporation, until the Lapse Date, Sections 3.10 through 3.13 of Article III, Article IV, Article V and this Article X of these By-laws shall not be altered, amended or repealed and no provision inconsistent therewith or herewith shall be adopted by the Board of Directors or recommended or submitted by the Board of Directors for adoption by the stockholders without a Two Thirds Vote.

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EX-5.1

Exhibit 5.1

June 18, 2004

R.R. Donnelley & Sons Company

77 West Wacker Drive,

Chicago, Illinois, 60601

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933, as amended (the “Act”), of (a) $400,000,000 aggregate principal amount of 3.75% Notes due 2009 (the “2009 Notes”) of R.R. Donnelley & Sons Company, a Delaware corporation (the “Company”), to be issued in exchange for the Company’s outstanding 3.75% Notes due 2009 and (b) $600,000,000 aggregate principal amount of 4.95% Notes due 2014 (together with the 2009 Notes, the “Exchange Notes”) of the Company to be issued in exchange for the Company’s outstanding 4.95% Notes due 2014, we, as your special counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.

Upon the basis of such examination and subject to the foregoing, and subject also to the comments and qualifications set forth below, we advise you that, in

our opinion, when the Securities and Exchange Commission (the “Commission”) declares the Company’s Registration Statement on Form S-4 relating to the Exchange Notes (the “Registration Statement”) effective and the Exchange Notes have been duly executed, delivered and authenticated in accordance with the terms of the Indenture, dated as of March 10, 2004 (the “Indenture”) between the Company and LaSalle Bank National Association, as Trustee (the “Trustee), the Exchange Notes will constitute valid and legally binding obligations of the Company subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

In rendering the foregoing opinion, we are expressing no opinion as to Federal or state laws relating to fraudulent transfers.

The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

With your approval, we have relied as to certain matters on information obtained from public officials, officers of the Company, and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee.

The foregoing opinion is given as of the date hereof and assumes that no change in applicable law will occur between the date hereof and the date of the issuance and sale of the Exchange Notes.

In rendering the foregoing opinion, we have assumed (i) that the Exchange Notes will conform to the specimen thereof examined by us, (ii) that the Trustee’s certificates of authentication of the Exchange Notes will be manually signed by one of the Trustee’s authorized officers and (iii) that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Validity of the Exchange Notes” in the prospectus forming a part of the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

SULLIVAN & CROMWELL LLP

EX-12.1

Exhibit 12.1

RR Donnelley & Sons Company

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(in thousands, except ratios)

	Three Months Ended			Twelve Months Ended
	March 31, 2004			December 31, 2003		December 31, 2002		December 31, 2001		December 31, 2000		December 31, 1999
Earnings available for fixed charges:
Pretax income (loss) before adjustment for minority interest in consolidated subsidiaries and income (loss) of minority-owned companies	$	(73,919	)	$	205,391	$	169,491	$	75,924	$	437,314	$	505,128
Add: Dividends received from investees under the equity method		—			973		81		831		1,763		2,757
Add: Fixed charges before capitalized interest		26,503			73,923		81,291		90,340		108,493		106,026
Add: Amortization of capitalized interest		1,726			6,985		7,207		7,509		7,735		8,127
Total earnings available for fixed charges	$	(45,690	)	$	287,272	$	258,070	$	174,604	$	555,305	$	622,038
Fixed charges:
Interest expense	$	16,964		$	50,393	$	63,316	$	71,433	$	90,100	$	88,949
Interest portion of rental expense		9,539			23,530		17,975		18,907		18,393		17,077
Total fixed charges before capitalized interest		26,503			73,923		81,291		90,340		108,493		106,026
Capitalized interest		1,200			3,120		5,300		3,070		4,554		5,500
Total fixed charges	$	27,703		$	77,043	$	86,591	$	93,410	$	113,047	$	111,526
Ratio of earnings to fixed charges		—	(a)		3.73		2.98		1.87		4.91		5.58

^(a) For the three months ended March 31, 2004, earnings were insufficient to cover fixed charges by $73,393

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of R.R. Donnelley & Sons Company on Form S-4 of our reports dated February 18, 2004 related to the consolidated financial statements and financial statement schedule of R.R. Donnelley & Sons Company as of December 31, 2003 and 2002 and for the years then ended (which reports express an unqualified opinion and includes an explanatory paragraph as to: (i) the Company’s changes in the composition of its reportable segments in 2002 and 2003; (ii) the Company’s change in its accounting for goodwill and intangible assets in 2002; and (iii) our audit of the transitional adjustments related to these changes reflected in the 2001 financial statements that were audited by other auditors who have ceased operations and for which we have expressed no opinion or other form of assurance other than with respect to such disclosures), appearing in the Annual Report on Form 10-K of R.R. Donnelley & Sons Company for the year ended December 31, 2003 and to the reference to us under the headings “Experts’” in the Prospectus, which is part of this registration statement.

/s/ Deloitte & Touche LLP

Stamford, Connecticut

June 16, 2004

EX-23.2

Exhibit 23.2

Independent Auditors’ Consent

We consent to the incorporation by reference in this Registration Statement of R.R. Donnelley & Sons Company on Form S-4 of our report on the consolidated financial statements of Moore Wallace Incorporated dated February 26, 2004, appearing in the Current Report on Form 8-K/A of R.R. Donnelley & Sons Company dated March 16, 2004 and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/    Deloitte & Touche LLP

Chartered Accountants

Toronto, Canada

June 16, 2004

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE

PURSUANT TO SECTION 305(b)(2)  ¨

LASALLE BANK NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

36-0884183

(I.R.S. Employer Identification No.)

135 South LaSalle Street, Chicago, Illinois 60603

(Address of principal executive offices) (Zip Code)

Willie J. Miller, Jr.

Group Senior Vice President

Chief Legal Officer and Secretary

Telephone: (312) 904-2018

135 South LaSalle Street, Suite 925

Chicago, Illinois 60603

(Name, address and telephone number of agent for service)

R.R. Donnelly & Sons Company

(Exact name of obligor as specified in its charter)

Delaware	36-1004130
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
77 West Wacker Drive Chicago, Illinois	60601-1696
(Address of principal executive offices)	(Zip Code)

3.75% Notes Due 2009

4.95% Notes Due 2014

(Title of the indenture securities)

ITEM 1. GENERAL INFORMATION*

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

1. Comptroller of the Currency, Washington D.C.

2. Federal Deposit Insurance Corporation, Washington, D.C.

3. The Board of Governors of the Federal Reserve Systems, Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each such affiliation.

Not Applicable

* Pursuant to General Instruction B, the trustee has responded only to items 1, 2 and 16 of this form since to the best knowledge of the trustee the obligor is not in default under any indenture under which the trustee is a trustee.

ITEM 16. LIST OF EXHIBITS.

List below all exhibits filed as part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of LaSalle Bank National Association now in effect. (incorporated herein by reference to Exhibit 1 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691).

2. A copy of the certificate of authority to commence business (incorporated herein by reference to Exhibit 2 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691).

3. A copy of the authorization to exercise corporate trust powers (incorporated herein by reference to Exhibit 3 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691).

4. A copy of the existing By-Laws of LaSalle Bank National Association (incorporated herein by reference to Exhibit 4 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691).

5. Not applicable.

6. The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939 (incorporated herein by reference to Exhibit 6 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691).

7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, LaSalle Bank National Association, a corporation organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, State of Illinois, on the 29th day of April, 2004.

LASALLE BANK NATIONAL ASSOCIATION
By:
	John W. Porter
	Vice President

EXHIBIT 7

LaSalle Bank N.A. 135 South LaSalle Street Chicago, IL 60603 Call Date: 12/31/2003 ST-BK: 17-1520 CERT: 15407

Transit Number: 71000505

Consolidated Report of Condition for Insured Commercial and

State-Chartered Savings Banks for December 31, 2003

All schedules are to be reported in thousands of dollars. Unless otherwise indicated,

report the amount outstanding as of the last business day of the quarter.

Schedule RC - Balance Sheet

				Dollar Amounts in Thousands
ASSETS
1.    Cash and balances due from depository institutions (from Schedule RC-A):			RCFD
a. Noninterest-bearing balances and currency and coin (1)			0081	1,554,805
b. Interest-bearing balances (2)			0071	56,005
2.    Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)			1754	142,797
b. Available-for-sale securities (from Schedule RC-B, column D)			1773	22,784,500
3.    Federal funds sold and securities purchased under agreements to resell
a. Federal funds sold in domestic offices			B987	563,175
b. Securitites purchased under agreements to resell (3)			B989	66,897
4.    Loans and lease financing receivables (from schedule RC-C)
a. Loans and leases held for sale			5369	327,449
b. Loans and leases, net of unearned income	B528	33,455,126
c. LESS: Allowance for loan and lease losses	3123	633,448
d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b and 4.c)			B529	32,821,678
5.    Trading assets (from Schedule RC-D)			3545	292,215
6.    Premises and fixed assets (including capitalized leases)			2145	278,382
7.    Other real estate owned (from Schedule RC-M)			2150	15,559
8.    Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)			2130	0
9.    Customers’ liability to this bank on acceptances outstanding			2155	18,213
10.    Intangible assets (from Schedule RC-M)
a. Goodwill			3163	181,613
b. Other Intangible assets			0426	5,160
11.    Other assets (from Schedule RC-F)			2160	2,150,409
12.    Total assets (sum of items 1 through 11)			2170	61,258,857

(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.

(3) Includes all securites resale agreements in domestic and foreign offices, regardless of maturity.

LaSalle Bank N.A. 135 South LaSalle Street Chicago, IL 60603 Call Date: 12/31/2003 ST-BK: 17-1520 CERT: 15407

Transit Number: 71000505

Schedule RC - Continued

				Dollar Amounts in Thousands
LIABILITIES
13. Deposits:			RCON
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)			2200	27,672,604
	RCON
(1) Noninterest-bearing (1)	6631	6,799,408
(2) Interest-bearing	6636	20,873,196
			RCFN
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II)			2200	7,381,077
	RCFN
(1) Noninterest-bearing	6631	0
(2) Interest-bearing	6636	7,381,077
			RCON
14.    Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased in domestic offices (2)			B993	1,688,795
			RCFD
b. Securities sold under agreements to repurchase (3)			B995	3,476,413
15.    Trading liabilities (from Schedule RC-D)			3548	176,632
16.    Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): From schedule RC-M			3190	11,488,432
17.    Not applicable.
18.    Bank’s liability on acceptances executed and outstanding			2920	18,213
19.    Subordinated notes and debentures (4)			3200	540,000
20.    Other liabilities (from Schedule RC-G)			2930	3,983,399
21.    Total liabilities (sum of items 13 through 20)			2948	56,425,565
22.    Minority Interest in consolidated subsidiaries			3000	29,039
EQUITY CAPITAL
			RCFD
23.    Perpetual preferred stock and related surplus			3838	635,410
24.    Common stock			3230	41,234
25.    Surplus (exclude all surplus related to preferred stock)			3839	2,000,163
26.    a. Retained Earnings			3632	1,979,389
b. Accumulated Other Comprehensive income. (5)			B530	148,057
27.    Other Equity capital components (6)			3284	0
28.    Total equity capital (sum of items 23 through 27)			3210	4,804,253
29.    Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)			3300	61,258,857
Memorandum
To be reported only with the March Report of Condition.			RCFD	Number
1.      Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2001			6724	N/A

1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank

2 = Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)

3 = Attestation on bank managements assertion on the effectiveness of the with generally accepted auditing standards by a certified public accounting firm

4 = Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified accounting firm.

(may be required by state chartering authority)

5 = Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)

6 = Review of the bank’s financial statements by external auditors

7 = Compilation of the bank’s financial statements by external auditors

8 = Other audit procedures (excluding tax preparation work)

9 = No external audit work

(1) Includes total demand deposits and noninterest-bearing time and savings deposits.

(2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16 “other borrowed money.”

(3) Includes all securities repurchased agreements in domestic and foreign offices, regardless of maturity.

(4) Includes limited-life preferred stock and related surplus.

(5) Includes net unrealized holding gains(losses) on available for sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.

(6) Includes treasury stock and unearned Employee Stock Ownership plan shares.

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

For

3.75% Notes

of

R.R. Donnelley & Sons Company

Pursuant to the

Exchange Offer

in Respect of

All of its Outstanding

3.75% Notes due 2009

for

3.75% Notes due 2009

Pursuant to the Prospectus Dated                     , 2004

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2004 UNLESS THE EXCHANGE OFFER IS EXTENDED (THE “EXPIRATION DATE”). TENDERS OF PRIVATE NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

To: LaSalle Bank National Association, Exchange Agent

By Registered or Certified Mail:	By Facsimile:	By Hand or Overnight Courier:
135 South LaSalle Street Suite 1960 Chicago, Illinois 60603	(For Eligible Institutions Only)	135 South LaSalle Street Suite 1960 Chicago, Illinois 60603
	312-904-2236
Attention: Christine Linde,                       Vice President	To Confirm by Telephone or for Information, Call 312-904-5532	Attention: Christine Linde,                       Vice President

Delivery of this Letter of Transmittal to an address, or transmission via telegram, telex or facsimile, other than as set forth above will not constitute a valid delivery. The instructions contained herein should be read carefully before this Letter of Transmittal is completed.

HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE EXCHANGE NOTES FOR THEIR PRIVATE NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR PRIVATE NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

By execution hereof, the undersigned acknowledges receipt of the prospectus, dated                    , 2004 (the “Prospectus”), of R.R. Donnelley & Sons Company, a Delaware corporation (the “Company”), which, together with this Letter of Transmittal and the instructions hereto (the “Letter of Transmittal”), constitute the Company’s offer (the “Exchange Offer”) to exchange $1,000 principal of its 3.75% Notes due 2009 (the “Exchange Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement of which the Prospectus constitutes a part, for each $1,000 principal amount of its outstanding unregistered 3.75% Notes due 2009 (the “Private Notes”), upon the terms and subject to the conditions set forth in the Prospectus.

The Company reserves the right, at any time or from time to time, to extend the Exchange Offer at its sole discretion, in which event the term “Expiration Date” shall mean the latest time and date to which the Exchange Offer is extended. The Company shall notify the holders of the Private Notes of any extension by means of a press release or other public announcement prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

This Letter of Transmittal is to be completed by a Holder (as defined below) either if certificates are to be physically delivered to the Exchange Agent herewith by such Holder or if a tender of certificates for Private Notes, if available, is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (the “Book-Entry Transfer Facility” or “DTC”) pursuant to the procedures set forth in “The Exchange Offer—Book-Entry Transfer” section of the Prospectus. Holders of Private Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Private Notes into the Exchange Agent’s account at the Book-Entry Transfer Facility (a “Book-Entry Confirmation”) and all other documents required by this Letter of Transmittal to the Exchange Agent on or prior to the Expiration Date, must tender their Private Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus. See Instruction 1 herein. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

The term “Holder” with respect to the Exchange Offer means any person: (1) in whose name Private Notes are registered on the books of the Company or any other person who has obtained a properly completed bond power from the registered Holder; or (2) whose Private Notes are held of record by DTC who desires to deliver such Private Notes by book-entry transfer at DTC.

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. Holders who wish to tender their Private Notes must complete this letter in its entirety.

All capitalized terms used herein and not defined herein shall have the meaning ascribed to them in the Prospectus.

The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Exchange Agent. See Instruction 10 herein.

2

HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR PRIVATE NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.

List below the Private Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, list the certificate numbers and principal amounts on a separately executed schedule and affix the schedule to this Letter of Transmittal. Tenders of Private Notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof.

DESCRIPTION OF PRIVATE NOTES

Name(s) and Address(es) of Holder(s) (Please fill in, if blank)	Certificate Number(s)* (Attach signed list if necessary)	Aggregate Principal Amount Tendered (if less than all)**
TOTAL PRINCIPAL AMOUNT OF PRIVATE NOTES TENDERED

* Need not be completed by Holders tendering by book-entry transfer.

** Need not be completed by Holders who wish to tender with respect to all Private Notes listed. See Instruction 2 herein.

3

¨	CHECK HERE IF TENDERED PRIVATE NOTES ARE BEING DELIVERED BY DTC TO THE EXCHANGE AGENT’S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
	Name of Tendering Institution:
	DTC Book-Entry Account No.:
	Transaction Code No.:

If Holders desire to tender Private Notes pursuant to the Exchange Offer and (i) certificates representing such Private Notes are not lost but are not immediately available, (ii) time will not permit this Letter of Transmittal, certificates representing such Private Notes or other required documents to reach the Exchange Agent prior to the Expiration Date or (iii) the procedures for book-entry transfer cannot be completed prior to the Expiration Date, such Holders may effect a tender of such Private Notes in accordance with the guaranteed delivery procedures set forth in the Prospectus under “The Exchange Offer—Guaranteed Delivery Procedures.”

¨	CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED PRIVATE NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
	Name(s) of Holder(s) of Private Notes:
	Window Ticket No. (if any):
	Date of Execution of Notice of Guaranteed Delivery:
	Name of Eligible Institution that Guaranteed Delivery:
	If Delivered by Book-Entry transfer:
	Name of Tendering Institution:
	DTC Book-Entry Account No.:
	Transaction Code No.:
¨	CHECK HERE IF YOU ARE A BROKER-DEALER WHO HOLDS PRIVATE NOTES ACQUIRED FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO FOR USE IN CONNECTION WITH RESALES OF EXCHANGE NOTES RECEIVED FOR YOUR OWN ACCOUNT IN EXCHANGE FOR SUCH PRIVATE NOTES.
	Name:
	Address:
	Aggregate Principal Amount of Private Notes so held: $

4

Ladies and Gentlemen:

The undersigned hereby tenders to R.R. Donnelley & Sons Company, a Delaware corporation (the “Company”), the aggregate principal amount of Private Notes indicated in this Letter of Transmittal, upon the terms and subject to the conditions set forth in the Company’s prospectus dated ·, 2004 (as the same may be amended or supplemented from time to time, the “Prospectus”), receipt of which is hereby acknowledged, and in this Letter of Transmittal, which together constitute the Company’s offer (the “Exchange Offer”) to exchange $1,000 principal amount of its 3.75% Notes due 2009, which have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”), for each $1,000 principal amount of its issued and outstanding unregistered 3.75% Notes due 2009, of which $400,000,000 aggregate principal amount was outstanding on the date of the Prospectus (the “Private Notes” and, together with the Exchange Notes, the “Notes”). The capitalized terms not defined herein are used herein as defined in the Prospectus.

Subject to, and effective upon, the acceptance for exchange of the Private Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Private Notes as are being tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Company and as Trustee under the Indenture for the Notes) with respect to such tendered Private Notes, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), to:

(a) deliver such Private Notes in registered certificated form, or transfer ownership of such Private Notes through book-entry transfer at the Book-Entry Transfer Facility, together in either such case, with all accompanying evidences of transfer and authenticity, to, or upon the order of, the Company, upon receipt by the Exchange Agent, as the undersigned’s agent, of the same aggregate principal amount of Exchange Notes; and

(b) present such Private Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of the Private Notes tendered hereby, for the account of the Company, all in accordance with the terms of the Exchange Offer.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Private Notes tendered hereby and that the Company will acquire good, marketable and unencumbered title thereto, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim, when the same are accepted by the Company. The undersigned hereby further represents that any Exchange Notes acquired in exchange for Private Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, that neither the holder of such Private Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes and that neither the Holder of such Private Notes nor any such other person is an “affiliate”, as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), of the Company or a broker-dealer tendering the Private Notes acquired directly from the Company for its own account.

The undersigned also acknowledges that this Exchange offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the “SEC”), as set forth in no-action letters issued to third parties, that the Exchange Notes issued in exchange for the Private Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the provisions of the Securities Act), provided that such Exchange Notes are acquired in the ordinary course of such holders’ business and such holders have no arrangement with any person to participate in the distribution of such Exchange Notes. The Company, however, does not intend to request the SEC to consider, and the SEC has not considered, the Exchange Offer in the context of a no-action letter, and there can be no assurance that the staff of the SEC would make a similar

5

determination with respect to the Exchange Offer as in other circumstances. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and has no arrangement or understanding to participate in a distribution of Exchange Notes. If any Holder is an affiliate of the Company, is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such Holder (i) could not rely on the applicable interpretations of the staff of the SEC and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Private Notes acquired as a result of market-making or other trading activities (a “Participating Broker-Dealer”), it represents that the Private Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making or other trading activities and acknowledges that it will deliver a prospectus (as amended or supplemented from time to time) in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, such Participating Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The Company has agreed that, subject to the provisions of the Registration Rights Agreement, dated March 10, 2004, among the Company and the initial purchasers, the Prospectus, as it may be amended or supplemented from time to time, may be used by a Participating Broker-Dealer in connection with resales of Exchange Notes received in exchange for Private Notes which were acquired by such Participating Broker-Dealer for its own account as a result of market-making or other trading activities, for a period ending 180 days after the Expiration Date (subject to extension under certain limited circumstances described in the Prospectus) or, if earlier, when all such Exchange Notes have been disposed of by such Participating Broker-Dealer. In that regard, each Participating Broker-Dealer by tendering such Private Notes and executing this Letter of Transmittal, agrees that, upon receipt of notice from the Company of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in the Prospectus untrue in any material respect or which causes the Prospectus to omit to state a material fact necessary in order to make the statements contained or incorporated by reference therein, in light of the circumstances under which they were made, not misleading, such Participating Broker-Dealer will suspend the sale of Exchange Notes pursuant to the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to the Participating Broker-Dealer or the Company has given notice that the sale of the Exchange Notes may be resumed, as the case may be. If the Company gives such notice to suspend the sale of the Exchange Notes, it shall extend the 180-day period referred to above during which Participating Broker-Dealers are entitled to use the Prospectus in connection with the resale of Exchange Notes by the number of days during the period from and including the date of the giving of such notice to and including the date when Participating Broker-Dealers shall have received copies of the supplemented or amended Prospectus necessary to permit resales of the Exchange Notes or to and including the date on which the Company has given notice that the sale of Exchange Notes may be resumed, as the case may be.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Company or the Exchange Agent to be necessary or desirable to complete the sale, assignment and transfer of the Private Notes tendered hereby.

All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death, incapacity or dissolution of the undersigned.

The undersigned understands that tenders of Private Notes pursuant to the procedures described under the caption “The Exchange Offer” in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer—Withdrawal of Tenders” section of the Prospectus.

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Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, please deliver the certificates representing the Exchange Notes issued for the Private Notes accepted for exchange and return any certificates for Private Notes not tendered or not exchanged (and, if applicable, substitute certificates representing Private Notes for any Private Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Private Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the certificates representing the Exchange Notes issued for the Private Notes accepted for exchange and any certificates for Private Notes not tendered or not exchanged (and, if applicable, substitute certificates representing Private Notes for any Private Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Private Notes,” unless, in either event, tender is being made through DTC. In the event that both the box entitled “Special Issuance Instructions” and the box entitled “Special Delivery Instructions” are completed, please issue the certificates representing the Exchange Notes issued in exchange for the Private Notes accepted for exchange and return any certificates for Private Notes not tendered or not exchanged in the name(s) of, and send said certificates to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the “Special Issuance Instructions” and “Special Delivery Instructions” to transfer any Private Notes from the name of the registered Holder(s) thereof if the Company does not accept for exchange any of the Private Notes so tendered.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF PRIVATE NOTES” ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE PRIVATE NOTES AS SET FORTH IN SUCH BOX.

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PLEASE SIGN HERE

(To Be Completed By All Tendering Holders of

Private Notes Regardless of Whether Private Notes Are Being Physically

Delivered Herewith)

If a Holder is tendering any Private Notes, this Letter of Transmittal must be signed by the Holder(s) exactly as the name(s) appear(s) on the certificate(s) for the Private Notes or on a securities position listing or by any person(s) authorized to become (a) Holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under “Capacity” and submit evidence satisfactory to the Company of such person’s authority to so act. See Instruction 3 herein.

If the signature appearing below is not of the registered Holder(s) of the Private Notes, then the registered Holder(s) must sign a valid proxy.

X	Date:
X	Date:
Signature(s) of Holder(s) or Authorized Signatory
Name(s):	Address:
(Please Print)		(Including Zip Code)
Capacity:	Area Code and Telephone No.:
Social Security No.:

SIGNATURE GUARANTEE (See Instruction 3 herein)

Certain Signatures Must Be Guaranteed By an Eligible Institution

(Name of Eligible Institution Guaranteeing Signatures)

(Address (including zip code) and Telephone Number (including area code) of Firm)

(Authorized Signature)

(Printed Name)

(Title)

Date:                                 

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SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 3 and 4 herein)

To be completed ONLY if certificates for Private Notes not exchanged and/or Exchange Notes issued pursuant to the Exchange Offer are to be issued in the name of and sent to someone other than the person or persons whose signature(s) appear(s) above on this Letter of Transmittal, or issued to an address different from that shown above in the box entitled “Description of Private Notes” within this Letter of Transmittal, or if Private Notes tendered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue: Exchange Notes and/or Private Notes to:

Name(s):

(Please Type or Print)

(Please Type or Print)

Zip Code

Taxpayer Identification or Social Security Number

Credit unexchanged Private Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.

(Book Entry Transfer Facility

Account Number, If Applicable)

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 3 and 4 herein)

To be completed ONLY if certificates for Private Notes not exchanged and/or Exchange Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) above on this Letter of Transmittal or to such person or persons at an address other than shown above in the box entitled “Description of Private Notes” on this Letter of Transmittal.

Mail: Exchange Notes and/or Private Notes to:

Name(s):

(Please Type or Print)

(Please Type or Print)

Zip Code

Taxpayer Identification or Social Security Number

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER OF R.R. DONNELLEY & SONS COMPANY TO EXCHANGE $400,000,000 OF ITS 3.75% NOTES DUE 2009 FOR ALL OF ITS OUTSTANDING 3.75% NOTES DUE 2009.

1. Delivery of This Letter of Transmittal and Notes; Guaranteed Delivery Procedures

This Letter of Transmittal is to be completed by Holders of Private Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in “The Exchange Offer—Book-Entry Transfer” section of the Prospectus. Certificates for all physically tendered Private Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile hereof) and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein prior to 5:00 P.M., New York City time, on the Expiration Date, or the tendering Holder must comply with the guaranteed delivery procedures set forth below. Private Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof.

Holders of Private Notes whose certificates for Private Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Private Notes pursuant to the guaranteed delivery procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus. Pursuant to such procedures, (i) such tender must be made by or through an Eligible Institution (as defined below), (ii) prior to the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Company (by telegram, telex, facsimile transmission, mail or hand delivery), setting forth the name and address of the Holder of Private Notes and the principal amount of Private Notes tendered, stating that the tender is being made thereby and guaranteeing that within five New York Stock Exchange (“NYSE”) trading days after the Expiration Date, this Letter of Transmittal (or facsimile hereof), together with the certificate(s) for all physically tendered Private Notes, or a Book-Entry Confirmation, and any other documents required by this Letter of Transmittal, will be deposited by the Eligible Institution with the Exchange Agent, and (iii) a properly executed Letter of Transmittal (or facsimile hereof), as well as the certificate(s) for all physically tendered Private Notes in proper form for transfer or Book-Entry Confirmation, as the case may be, and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within five NYSE trading days after the Expiration Date. Any Holder of Exchange Notes who wishes to tender his Exchange Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00 P.M., New York City time, on the Expiration Date.

The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the Exchange Agent, and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery. For Exchange Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration Date. As used herein and in the Prospectus, “Eligible Institution” means a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as “an eligible guarantor institution,” including (as such terms are defined therein) (1) a bank; (2) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; (3) a credit union; (4) a national securities exchange, registered securities association or clearing agency; or (5) a savings association.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE PRIVATE NOTES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH

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RETURN RECEIPT REQUESTED, PROPERLY INSURED, OR OVERNIGHT OR HAND DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. DO NOT SEND THIS LETTER OF TRANSMITTAL OR ANY PRIVATE NOTES TO THE COMPANY.

See “The Exchange Offer” section of the Prospectus.

2. Partial Tenders (Not Applicable to Holders of Private Notes Who Tender By Book-Entry Transfer); Withdrawal Rights

Tenders of Private Notes will be accepted only in the principal amount of $1,000 and integral multiples thereof. If less than all of the Private Notes evidenced by a submitted certificate are to be tendered, the tendering Holder(s) should fill in the aggregate principal amount of Private Notes to be tendered in the box above entitled “Description of Private Notes—Aggregate Principal Amount Tendered.” A reissued certificate representing the balance of non-tendered Private Notes will be sent to such tendering Holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly after the Expiration Date. ALL OF THE PRIVATE NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

Except as otherwise provided herein, tenders of Private Notes may be withdrawn at any time prior to the Expiration Date. In order for a withdrawal to be effective prior to that time, a written or facsimile transmission notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth above prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person having deposited the Private Notes to be withdrawn, the aggregate principal amount of Private Notes to be withdrawn and (if certificates for such Private Notes have been tendered) the name of the registered Holder of the Private Notes as set forth on the certificate for the Private Notes, if different from that of the person who tendered such Private Notes. If certificates for the Private Notes have been delivered or otherwise identified to the Exchange Agent, then prior to the physical release of such certificates for the Private Notes, the tendering Holder must submit the serial numbers shown on the particular certificates for the Private Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution, except in the case of Private Notes tendered for the account of an Eligible Institution. If Private Notes have been tendered pursuant to the procedures for book-entry transfer set forth in “The Exchange Offer—Book-Entry Transfer” section of the Prospectus, the notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawal of Private Notes, in which case a notice of withdrawal will be effective if delivered to the Exchange Agent by written or facsimile transmission. Withdrawals of tenders of Private Notes may not be rescinded. Private Notes properly withdrawn will not be deemed to have been validly tendered for purposes of the Exchange Offer, and no Exchange Notes will be issued with respect thereto unless the Private Notes so withdrawn are validly retendered. Properly withdrawn Private Notes may be retendered at any subsequent time on or prior to the Expiration Date by following the procedures described in the Prospectus under “The Exchange Offer—Procedures for Tendering.”

All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Company, in its sole discretion, whose determination shall be final and binding on all parties. Neither the Company, any employees, agents, affiliates or assigns of the Company, the Exchange Agent nor any other person shall be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Any Private Notes which have been tendered but which are withdrawn will be returned to the holder thereof without cost to such holder as promptly as practicable after withdrawal.

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3. Signatures on This Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures

If this Letter of Transmittal (or facsimile hereof) is signed by the registered Holder(s) of the Private Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates or on a securities position listing without any alteration, enlargement or change whatsoever.

If any tendered Private Notes are owned of record by two or more joint owners, all of such owners must sign this Letter of Transmittal (or facsimile hereof).

If any tendered Private Notes are registered in different names on several certificates or securities positions listings, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations.

When this Letter of Transmittal (or facsimile hereof) is signed by the registered Holder(s) of the Private Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Exchange Notes are to be issued, or any nontendered Private Notes are to be reissued, to a person other than the Holder(s), then endorsements of any certificates transmitted hereby or a properly completed separate bond powers are required. Signatures on such certificate(s) must be guaranteed by an Eligible Institution.

In connection with any tender of Private Notes in definitive certificated form, if this Letter of Transmittal (or facsimile hereof) is signed by a person other than the registered Holder(s) of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered Holder(s) appear(s) on the certificate(s), and the signatures on such certificate(s) must be guaranteed by an Eligible Institution.

If this Letter of Transmittal (or facsimile hereof) or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, evidence satisfactory to the Company of their authority to so act must be submitted with this Letter of Transmittal.

ENDORSEMENTS ON CERTIFICATES FOR PRIVATE NOTES OR SIGNATURES ON BOND POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION.

SIGNATURES ON THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF) NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION, PROVIDED THE PRIVATE NOTES ARE TENDERED: (I) BY A REGISTERED HOLDER OF PRIVATE NOTES (INCLUDING ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER OF SUCH PRIVATE NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED “SPECIAL ISSUANCE INSTRUCTIONS” OR “SPECIAL DELIVERY INSTRUCTIONS” ON THIS LETTER OF TRANSMITTAL OR (II) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.

4. Special Issuance and Delivery Instructions

Tendering Holders of Private Notes should indicate, in the applicable spaces, the name and address to which Exchange Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Private Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter of Transmittal (or in the case of tender of the Private Notes through DTC, if different from DTC). IN THE CASE OF ISSUANCE IN A DIFFERENT NAME, THE EMPLOYER IDENTIFICATION OR SOCIAL SECURITY NUMBER OF THE PERSON NAMED MUST ALSO BE INDICATED.

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A Holder of Private Notes tendering Private Notes by book-entry transfer may request that Private Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such Holder may designate hereon. If no such instructions are given, such Private Notes not exchanged will be returned to the name or address of the person signing this Letter of Transmittal or credited to the account listed beneath the box entitled “Description of Private Notes” above, as the case may be.

5. Transfer Taxes

The Company will pay all transfer taxes, if any, applicable to the transfer of Private Notes to it or its order pursuant to the Exchange Offer. If, however, Exchange Notes and/or substitute Private Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the Holder of the Private Notes tendered hereby, or if tendered Private Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer of Private Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the Holder or any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder.

EXCEPT AS PROVIDED IN THIS INSTRUCTION 5, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE PRIVATE NOTES SPECIFIED IN THIS LETTER OF TRANSMITTAL.

6. Irregularities

The Company will determine, in its sole discretion, all questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Private Notes, which determination shall be final and binding on all parties. The Company reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance of which, or exchange for which, may, in the view of counsel to the Company, be unlawful. The Company also reserves the absolute right, subject to applicable law, to waive any of the conditions of the Exchange Offer set forth in the Prospectus under the caption “The Exchange Offer” or any conditions or irregularity in any tender of Private Notes of any particular Holder whether or not similar conditions or irregularities are waived in the case of other Holders.

The Company’s interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding. No tender of Private Notes will be deemed to have been validly made until all irregularities with respect to such tender have been cured or waived. Although the Company intends to notify Holders of defects or irregularities with respect to tenders of Private Notes, neither the Company, any employees, agents, affiliates or assigns of the Company, the Exchange Agent, nor any other person shall be under any duty to give notification of any irregularities in tenders or incur any liability for failure to give such notification.

7. No Conditional Tenders

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders of Private Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Private Notes for exchange.

8. Waiver of Conditions

The Company reserves the absolute right to waive, amend or modify any of the specified conditions in the Exchange Offer in the case of any Private Notes tendered (except as otherwise provided in the Prospectus).

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9. Mutilated, Lost, Stolen or Destroyed Private Notes

Any tendering Holder whose Private Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated on the front of this Letter of Transmittal for further instructions.

10. Questions, Requests for Assistance or Additional Copies

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, the Notice of Guaranteed Delivery and this Letter of Transmittal, may be directed to the Exchange Agent, at the address and telephone number indicated on the front of this Letter of Transmittal.

(DO NOT WRITE IN SPACE BELOW)

14

Certificate Surrendered Private Notes Tendered Private Notes Accepted

Delivery Prepared by                                                  Checked by                                                 Date                                             

15

The Exchange Agent for the Exchange Offer is:

LaSalle Bank National Association

By Registered or Certified Mail:	By Facsimile:	By Hand or Overnight Courier:
135 South LaSalle Street Suite 1960 Chicago, Illinois 60603	(For Eligible Institutions Only)	135 South LaSalle Street Suite 1960 Chicago, Illinois 60603
Attention: Christine Linde,                       Vice President	312-904-2236 To Confirm by Telephone or for	Attention: Christine Linde,                       Vice President
	Information, Call 312-904-5532

EX-99.2

Exhibit 99.2

LETTER OF TRANSMITTAL

For

4.95% Notes

of

R.R. Donnelley & Sons Company

Pursuant to the

Exchange Offer

in Respect of

All of its Outstanding

4.95% Notes due 2014

for

4.95% Notes due 2014

Pursuant to the Prospectus Dated                     , 2004

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2004 UNLESS THE EXCHANGE OFFER IS EXTENDED (THE “EXPIRATION DATE”). TENDERS OF PRIVATE NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

To: LaSalle Bank National Association, Exchange Agent

By Registered or Certified Mail:	By Facsimile:	By Hand or Overnight Courier:
135 South LaSalle Street Suite 1960 Chicago, Illinois 60603	(For Eligible Institutions Only)	135 South LaSalle Street Suite 1960 Chicago, Illinois 60603
	312-904-2236
Attention: Christine Linde,		Attention: Christine Linde,
Vice President	To Confirm by Telephone or for Information, Call	Vice President
	312-904-5532

Delivery of this Letter of Transmittal to an address, or transmission via telegram, telex or facsimile, other than as set forth above will not constitute a valid delivery. The instructions contained herein should be read carefully before this Letter of Transmittal is completed.

HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE EXCHANGE NOTES FOR THEIR PRIVATE NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR PRIVATE NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

By execution hereof, the undersigned acknowledges receipt of the prospectus, dated                     , 2004 (the “Prospectus”), of R.R. Donnelley & Sons Company, a Delaware corporation (the “Company”), which, together with this Letter of Transmittal and the instructions hereto (the “Letter of Transmittal”), constitute the Company’s offer (the “Exchange Offer”) to exchange $1,000 principal of its 4.95% Notes due 2014 (the “Exchange Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement of which the Prospectus constitutes a part, for each $1,000 principal amount of its outstanding unregistered 4.95% Notes due 2014 (the “Private Notes”), upon the terms and subject to the conditions set forth in the Prospectus.

The Company reserves the right, at any time or from time to time, to extend the Exchange Offer at its sole discretion, in which event the term “Expiration Date” shall mean the latest time and date to which the Exchange Offer is extended. The Company shall notify the holders of the Private Notes of any extension by means of a press release or other public announcement prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

This Letter of Transmittal is to be completed by a Holder (as defined below) either if certificates are to be physically delivered to the Exchange Agent herewith by such Holder or if a tender of certificates for Private Notes, if available, is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (the “Book-Entry Transfer Facility” or “DTC”) pursuant to the procedures set forth in “The Exchange Offer—Book-Entry Transfer” section of the Prospectus. Holders of Private Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Private Notes into the Exchange Agent’s account at the Book-Entry Transfer Facility (a “Book-Entry Confirmation”) and all other documents required by this Letter of Transmittal to the Exchange Agent on or prior to the Expiration Date, must tender their Private Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus. See Instruction 1 herein. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

The term “Holder” with respect to the Exchange Offer means any person: (1) in whose name Private Notes are registered on the books of the Company or any other person who has obtained a properly completed bond power from the registered Holder; or (2) whose Private Notes are held of record by DTC who desires to deliver such Private Notes by book-entry transfer at DTC.

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. Holders who wish to tender their Private Notes must complete this letter in its entirety.

All capitalized terms used herein and not defined herein shall have the meaning ascribed to them in the Prospectus.

The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Exchange Agent. See Instruction 10 herein.

2

HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR PRIVATE NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.

List below the Private Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, list the certificate numbers and principal amounts on a separately executed schedule and affix the schedule to this Letter of Transmittal. Tenders of Private Notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof.

DESCRIPTION OF PRIVATE NOTES

Name(s) and Address(es) of Holder(s) (Please fill in, if blank)	Certificate Number(s)* (Attach signed list if necessary)	Aggregate Principal Amount Tendered (if less than all)**
TOTAL PRINCIPAL AMOUNT OF PRIVATE NOTES TENDERED

* Need not be completed by Holders tendering by book-entry transfer.

** Need not be completed by Holders who wish to tender with respect to all Private Notes listed. See Instruction 2 herein.

3

¨	CHECK HERE IF TENDERED PRIVATE NOTES ARE BEING DELIVERED BY DTC TO THE EXCHANGE AGENT’S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
	Name of Tendering Institution:
	DTC Book-Entry Account No.:
	Transaction Code No.:

If Holders desire to tender Private Notes pursuant to the Exchange Offer and (i) certificates representing such Private Notes are not lost but are not immediately available, (ii) time will not permit this Letter of Transmittal, certificates representing such Private Notes or other required documents to reach the Exchange Agent prior to the Expiration Date or (iii) the procedures for book-entry transfer cannot be completed prior to the Expiration Date, such Holders may effect a tender of such Private Notes in accordance with the guaranteed delivery procedures set forth in the Prospectus under “The Exchange Offer—Guaranteed Delivery Procedures.”

¨	CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED PRIVATE NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
	Name(s) of Holder(s) of Private Notes:
	Window Ticket No. (if any):
	Date of Execution of Notice of Guaranteed Delivery:
	Name of Eligible Institution that Guaranteed Delivery:
	If Delivered by Book-Entry transfer:
	Name of Tendering Institution:
	DTC Book-Entry Account No.:
	Transaction Code No.:
¨	CHECK HERE IF YOU ARE A BROKER-DEALER WHO HOLDS PRIVATE NOTES ACQUIRED FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO FOR USE IN CONNECTION WITH RESALES OF EXCHANGE NOTES RECEIVED FOR YOUR OWN ACCOUNT IN EXCHANGE FOR SUCH PRIVATE NOTES.
	Name:
	Address:
	Aggregate Principal Amount of Private Notes so held: $

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Ladies and Gentlemen:

The undersigned hereby tenders to R.R. Donnelley & Sons Company, a Delaware corporation (the “Company”), the aggregate principal amount of Private Notes indicated in this Letter of Transmittal, upon the terms and subject to the conditions set forth in the Company’s prospectus dated ·, 2004 (as the same may be amended or supplemented from time to time, the “Prospectus”), receipt of which is hereby acknowledged, and in this Letter of Transmittal, which together constitute the Company’s offer (the “Exchange Offer”) to exchange $1,000 principal amount of its 4.95% Notes due 2014, which have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”), for each $1,000 principal amount of its issued and outstanding unregistered 4.95% Notes due 2014, of which $600,000,000 aggregate principal amount was outstanding on the date of the Prospectus (the “Private Notes” and, together with the Exchange Notes, the “Notes”). The capitalized terms not defined herein are used herein as defined in the Prospectus.

Subject to, and effective upon, the acceptance for exchange of the Private Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Private Notes as are being tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Company and as Trustee under the Indenture for the Notes) with respect to such tendered Private Notes, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), to:

(a) deliver such Private Notes in registered certificated form, or transfer ownership of such Private Notes through book-entry transfer at the Book-Entry Transfer Facility, together in either such case, with all accompanying evidences of transfer and authenticity, to, or upon the order of, the Company, upon receipt by the Exchange Agent, as the undersigned’s agent, of the same aggregate principal amount of Exchange Notes; and

(b) present such Private Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of the Private Notes tendered hereby, for the account of the Company, all in accordance with the terms of the Exchange Offer.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Private Notes tendered hereby and that the Company will acquire good, marketable and unencumbered title thereto, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim, when the same are accepted by the Company. The undersigned hereby further represents that any Exchange Notes acquired in exchange for Private Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, that neither the holder of such Private Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes and that neither the Holder of such Private Notes nor any such other person is an “affiliate”, as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), of the Company or a broker-dealer tendering the Private Notes acquired directly from the Company for its own account.

The undersigned also acknowledges that this Exchange offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the “SEC”), as set forth in no-action letters issued to third parties, that the Exchange Notes issued in exchange for the Private Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the provisions of the Securities Act), provided that such Exchange Notes are acquired in the ordinary course of such holders’ business and such holders have no arrangement with any person to participate in the distribution of such Exchange Notes. The Company, however, does not intend to request the SEC to consider, and the SEC has not considered, the Exchange Offer in the context of a no-action letter, and there can be no assurance that the staff of the SEC would make a similar

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determination with respect to the Exchange Offer as in other circumstances. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and has no arrangement or understanding to participate in a distribution of Exchange Notes. If any Holder is an affiliate of the Company, is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such Holder (i) could not rely on the applicable interpretations of the staff of the SEC and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Private Notes acquired as a result of market-making or other trading activities (a “Participating Broker-Dealer”), it represents that the Private Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making or other trading activities and acknowledges that it will deliver a prospectus (as amended or supplemented from time to time) in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, such Participating Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The Company has agreed that, subject to the provisions of the Registration Rights Agreement, dated March 10, 2004, among the Company and the initial purchasers, the Prospectus, as it may be amended or supplemented from time to time, may be used by a Participating Broker-Dealer in connection with resales of Exchange Notes received in exchange for Private Notes which were acquired by such Participating Broker-Dealer for its own account as a result of market-making or other trading activities, for a period ending 180 days after the Expiration Date (subject to extension under certain limited circumstances described in the Prospectus) or, if earlier, when all such Exchange Notes have been disposed of by such Participating Broker-Dealer. In that regard, each Participating Broker-Dealer by tendering such Private Notes and executing this Letter of Transmittal, agrees that, upon receipt of notice from the Company of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in the Prospectus untrue in any material respect or which causes the Prospectus to omit to state a material fact necessary in order to make the statements contained or incorporated by reference therein, in light of the circumstances under which they were made, not misleading, such Participating Broker-Dealer will suspend the sale of Exchange Notes pursuant to the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to the Participating Broker-Dealer or the Company has given notice that the sale of the Exchange Notes may be resumed, as the case may be. If the Company gives such notice to suspend the sale of the Exchange Notes, it shall extend the 180-day period referred to above during which Participating Broker-Dealers are entitled to use the Prospectus in connection with the resale of Exchange Notes by the number of days during the period from and including the date of the giving of such notice to and including the date when Participating Broker-Dealers shall have received copies of the supplemented or amended Prospectus necessary to permit resales of the Exchange Notes or to and including the date on which the Company has given notice that the sale of Exchange Notes may be resumed, as the case may be.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Company or the Exchange Agent to be necessary or desirable to complete the sale, assignment and transfer of the Private Notes tendered hereby.

All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death, incapacity or dissolution of the undersigned.

The undersigned understands that tenders of Private Notes pursuant to the procedures described under the caption “The Exchange Offer” in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer—Withdrawal of Tenders” section of the Prospectus.

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Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, please deliver the certificates representing the Exchange Notes issued for the Private Notes accepted for exchange and return any certificates for Private Notes not tendered or not exchanged (and, if applicable, substitute certificates representing Private Notes for any Private Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Private Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the certificates representing the Exchange Notes issued for the Private Notes accepted for exchange and any certificates for Private Notes not tendered or not exchanged (and, if applicable, substitute certificates representing Private Notes for any Private Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Private Notes,” unless, in either event, tender is being made through DTC. In the event that both the box entitled “Special Issuance Instructions” and the box entitled “Special Delivery Instructions” are completed, please issue the certificates representing the Exchange Notes issued in exchange for the Private Notes accepted for exchange and return any certificates for Private Notes not tendered or not exchanged in the name(s) of, and send said certificates to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the “Special Issuance Instructions” and “Special Delivery Instructions” to transfer any Private Notes from the name of the registered Holder(s) thereof if the Company does not accept for exchange any of the Private Notes so tendered.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF PRIVATE NOTES” ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE PRIVATE NOTES AS SET FORTH IN SUCH BOX.

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PLEASE SIGN HERE

(To Be Completed By All Tendering Holders of

Private Notes Regardless of Whether Private Notes Are Being Physically

Delivered Herewith)

If a Holder is tendering any Private Notes, this Letter of Transmittal must be signed by the Holder(s) exactly as the name(s) appear(s) on the certificate(s) for the Private Notes or on a securities position listing or by any person(s) authorized to become (a) Holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under “Capacity” and submit evidence satisfactory to the Company of such person’s authority to so act. See Instruction 3 herein.

If the signature appearing below is not of the registered Holder(s) of the Private Notes, then the registered Holder(s) must sign a valid proxy.

X	Date:
X	Date:
Signature(s) of Holder(s) or Authorized Signatory
Name(s):	Address:
(Please Print)		(Including Zip Code)
Capacity:	Area Code and Telephone No.:
Social Security No.:

SIGNATURE GUARANTEE (See Instruction 3 herein)

Certain Signatures Must Be Guaranteed By an Eligible Institution

(Name of Eligible Institution Guaranteeing Signatures)

(Address (including zip code) and Telephone Number (including area code) of Firm)

(Authorized Signature)

(Printed Name)

(Title)

Date:                                 

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SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 3 and 4 herein)

To be completed ONLY if certificates for Private Notes not exchanged and/or Exchange Notes issued pursuant to the Exchange Offer are to be issued in the name of and sent to someone other than the person or persons whose signature(s) appear(s) above on this Letter of Transmittal, or issued to an address different from that shown above in the box entitled “Description of Private Notes” within this Letter of Transmittal, or if Private Notes tendered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue: Exchange Notes and/or Private Notes to:

Name(s):

(Please Type or Print)

(Please Type or Print)

Zip Code

Taxpayer Identification or Social Security Number

Credit unexchanged Private Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.

(Book Entry Transfer Facility

Account Number, If Applicable)

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 3 and 4 herein)

To be completed ONLY if certificates for Private Notes not exchanged and/or Exchange Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) above on this Letter of Transmittal or to such person or persons at an address other than shown above in the box entitled “Description of Private Notes” on this Letter of Transmittal.

Mail: Exchange Notes and/or Private Notes to:

Name(s):

(Please Type or Print)

(Please Type or Print)

Zip Code

Taxpayer Identification or Social Security Number

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER OF R.R. DONNELLEY & SONS COMPANY TO EXCHANGE $600,000,000 OF ITS 4.95% NOTES DUE 2014 FOR ALL OF ITS OUTSTANDING 4.95% NOTES DUE 2014.

1. Delivery of This Letter of Transmittal and Notes; Guaranteed Delivery Procedures

This Letter of Transmittal is to be completed by Holders of Private Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in “The Exchange Offer—Book-Entry Transfer” section of the Prospectus. Certificates for all physically tendered Private Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile hereof) and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein prior to 5:00 P.M., New York City time, on the Expiration Date, or the tendering Holder must comply with the guaranteed delivery procedures set forth below. Private Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof.

Holders of Private Notes whose certificates for Private Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Private Notes pursuant to the guaranteed delivery procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus. Pursuant to such procedures, (i) such tender must be made by or through an Eligible Institution (as defined below), (ii) prior to the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Company (by telegram, telex, facsimile transmission, mail or hand delivery), setting forth the name and address of the Holder of Private Notes and the principal amount of Private Notes tendered, stating that the tender is being made thereby and guaranteeing that within five New York Stock Exchange (“NYSE”) trading days after the Expiration Date, this Letter of Transmittal (or facsimile hereof), together with the certificate(s) for all physically tendered Private Notes, or a Book-Entry Confirmation, and any other documents required by this Letter of Transmittal, will be deposited by the Eligible Institution with the Exchange Agent, and (iii) a properly executed Letter of Transmittal (or facsimile hereof), as well as the certificate(s) for all physically tendered Private Notes in proper form for transfer or Book-Entry Confirmation, as the case may be, and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within five NYSE trading days after the Expiration Date. Any Holder of Exchange Notes who wishes to tender his Exchange Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00 P.M., New York City time, on the Expiration Date.

The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the Exchange Agent, and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery. For Exchange Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration Date. As used herein and in the Prospectus, “Eligible Institution” means a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as “an eligible guarantor institution,” including (as such terms are defined therein) (1) a bank; (2) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; (3) a credit union; (4) a national securities exchange, registered securities association or clearing agency; or (5) a savings association.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE PRIVATE NOTES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR

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CONFIRMED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, OR OVERNIGHT OR HAND DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. DO NOT SEND THIS LETTER OF TRANSMITTAL OR ANY PRIVATE NOTES TO THE COMPANY.

See “The Exchange Offer” section of the Prospectus.

2. Partial Tenders (Not Applicable to Holders of Private Notes Who Tender By Book-Entry Transfer); Withdrawal Rights

Tenders of Private Notes will be accepted only in the principal amount of $1,000 and integral multiples thereof. If less than all of the Private Notes evidenced by a submitted certificate are to be tendered, the tendering Holder(s) should fill in the aggregate principal amount of Private Notes to be tendered in the box above entitled “Description of Private Notes—Aggregate Principal Amount Tendered.” A reissued certificate representing the balance of non-tendered Private Notes will be sent to such tendering Holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly after the Expiration Date. ALL OF THE PRIVATE NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

Except as otherwise provided herein, tenders of Private Notes may be withdrawn at any time prior to the Expiration Date. In order for a withdrawal to be effective prior to that time, a written or facsimile transmission notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth above prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person having deposited the Private Notes to be withdrawn, the aggregate principal amount of Private Notes to be withdrawn and (if certificates for such Private Notes have been tendered) the name of the registered Holder of the Private Notes as set forth on the certificate for the Private Notes, if different from that of the person who tendered such Private Notes. If certificates for the Private Notes have been delivered or otherwise identified to the Exchange Agent, then prior to the physical release of such certificates for the Private Notes, the tendering Holder must submit the serial numbers shown on the particular certificates for the Private Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution, except in the case of Private Notes tendered for the account of an Eligible Institution. If Private Notes have been tendered pursuant to the procedures for book-entry transfer set forth in “The Exchange Offer—Book-Entry Transfer” section of the Prospectus, the notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawal of Private Notes, in which case a notice of withdrawal will be effective if delivered to the Exchange Agent by written or facsimile transmission. Withdrawals of tenders of Private Notes may not be rescinded. Private Notes properly withdrawn will not be deemed to have been validly tendered for purposes of the Exchange Offer, and no Exchange Notes will be issued with respect thereto unless the Private Notes so withdrawn are validly retendered. Properly withdrawn Private Notes may be retendered at any subsequent time on or prior to the Expiration Date by following the procedures described in the Prospectus under “The Exchange Offer—Procedures for Tendering.”

All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Company, in its sole discretion, whose determination shall be final and binding on all parties. Neither the Company, any employees, agents, affiliates or assigns of the Company, the Exchange Agent nor any other person shall be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Any Private Notes which have been tendered but which are withdrawn will be returned to the holder thereof without cost to such holder as promptly as practicable after withdrawal.

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3. Signatures on This Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures

If this Letter of Transmittal (or facsimile hereof) is signed by the registered Holder(s) of the Private Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates or on a securities position listing without any alteration, enlargement or change whatsoever.

If any tendered Private Notes are owned of record by two or more joint owners, all of such owners must sign this Letter of Transmittal (or facsimile hereof).

If any tendered Private Notes are registered in different names on several certificates or securities positions listings, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations.

When this Letter of Transmittal (or facsimile hereof) is signed by the registered Holder(s) of the Private Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Exchange Notes are to be issued, or any nontendered Private Notes are to be reissued, to a person other than the Holder(s), then endorsements of any certificates transmitted hereby or a properly completed separate bond powers are required. Signatures on such certificate(s) must be guaranteed by an Eligible Institution.

In connection with any tender of Private Notes in definitive certificated form, if this Letter of Transmittal (or facsimile hereof) is signed by a person other than the registered Holder(s) of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered Holder(s) appear(s) on the certificate(s), and the signatures on such certificate(s) must be guaranteed by an Eligible Institution.

If this Letter of Transmittal (or facsimile hereof) or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, evidence satisfactory to the Company of their authority to so act must be submitted with this Letter of Transmittal.

ENDORSEMENTS ON CERTIFICATES FOR PRIVATE NOTES OR SIGNATURES ON BOND POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION.

SIGNATURES ON THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF) NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION, PROVIDED THE PRIVATE NOTES ARE TENDERED: (I) BY A REGISTERED HOLDER OF PRIVATE NOTES (INCLUDING ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER OF SUCH PRIVATE NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED “SPECIAL ISSUANCE INSTRUCTIONS” OR “SPECIAL DELIVERY INSTRUCTIONS” ON THIS LETTER OF TRANSMITTAL OR (II) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.

4. Special Issuance and Delivery Instructions

Tendering Holders of Private Notes should indicate, in the applicable spaces, the name and address to which Exchange Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Private Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter of Transmittal (or in the case of tender of the Private Notes through DTC, if different from DTC). IN THE CASE OF ISSUANCE IN A DIFFERENT NAME, THE EMPLOYER IDENTIFICATION OR SOCIAL SECURITY NUMBER OF THE PERSON NAMED MUST ALSO BE INDICATED.

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A Holder of Private Notes tendering Private Notes by book-entry transfer may request that Private Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such Holder may designate hereon. If no such instructions are given, such Private Notes not exchanged will be returned to the name or address of the person signing this Letter of Transmittal or credited to the account listed beneath the box entitled “Description of Private Notes” above, as the case may be.

5. Transfer Taxes

The Company will pay all transfer taxes, if any, applicable to the transfer of Private Notes to it or its order pursuant to the Exchange Offer. If, however, Exchange Notes and/or substitute Private Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the Holder of the Private Notes tendered hereby, or if tendered Private Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer of Private Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the Holder or any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder.

EXCEPT AS PROVIDED IN THIS INSTRUCTION 5, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE PRIVATE NOTES SPECIFIED IN THIS LETTER OF TRANSMITTAL.

6. Irregularities

The Company will determine, in its sole discretion, all questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Private Notes, which determination shall be final and binding on all parties. The Company reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance of which, or exchange for which, may, in the view of counsel to the Company, be unlawful. The Company also reserves the absolute right, subject to applicable law, to waive any of the conditions of the Exchange Offer set forth in the Prospectus under the caption “The Exchange Offer” or any conditions or irregularity in any tender of Private Notes of any particular Holder whether or not similar conditions or irregularities are waived in the case of other Holders.

The Company’s interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding. No tender of Private Notes will be deemed to have been validly made until all irregularities with respect to such tender have been cured or waived. Although the Company intends to notify Holders of defects or irregularities with respect to tenders of Private Notes, neither the Company, any employees, agents, affiliates or assigns of the Company, the Exchange Agent, nor any other person shall be under any duty to give notification of any irregularities in tenders or incur any liability for failure to give such notification.

7. No Conditional Tenders

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders of Private Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Private Notes for exchange.

8. Waiver of Conditions

The Company reserves the absolute right to waive, amend or modify any of the specified conditions in the Exchange Offer in the case of any Private Notes tendered (except as otherwise provided in the Prospectus).

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9. Mutilated, Lost, Stolen or Destroyed Private Notes

Any tendering Holder whose Private Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated on the front of this Letter of Transmittal for further instructions.

10. Questions, Requests for Assistance or Additional Copies

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, the Notice of Guaranteed Delivery and this Letter of Transmittal, may be directed to the Exchange Agent, at the address and telephone number indicated on the front of this Letter of Transmittal.

(DO NOT WRITE IN SPACE BELOW)

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Certificate Surrendered Private Notes Tendered Private Notes Accepted

Delivery Prepared by                                                  Checked by                                                  Date                                              

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The Exchange Agent for the Exchange Offer is:

LaSalle Bank National Association

By Registered or Certified Mail:	By Facsimile:	By Hand or Overnight Courier:
135 South LaSalle Street Suite 1960 Chicago, Illinois 60603	(For Eligible Institutions Only)	135 South LaSalle Street Suite 1960 Chicago, Illinois 60603
Attention: Christine Linde,                       Vice President	312-904-2236 To Confirm by Telephone or for	Attention: Christine Linde,                       Vice President
	Information, Call 312-904-5532

EX-99.3

Exhibit 99.3

NOTICE OF GUARANTEED DELIVERY

for tender of any and all outstanding

3.75% Notes due 2009

of

R.R. DONNELLEY & SONS COMPANY

This form or one substantially equivalent hereto must be used to accept the exchange offer (the “Exchange Offer”) of R.R. Donnelley & Sons Company, a Delaware corporation (the “Company”), made pursuant to the prospectus, dated                     , 2004 (the “Prospectus”), if certificates for the outstanding 3.75% Notes due 2009 of the Company (the “Private Notes”) are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach LaSalle Bank National Association (the “Exchange Agent”) on or prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer. This Notice of Guaranteed Delivery may be delivered or transmitted by telegram, telex, facsimile transmission, mail or hand delivery to the Exchange Agent as set forth below. See “The Exchange Offer—Procedures for Tendering” in the Prospectus. Capitalized terms used herein but not defined herein have the respective meanings given to them in the Prospectus.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2004 UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION DATE”). TENDERS OF PRIVATE NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

The Exchange Agent:
LaSalle Bank National Association
By Registered or Certified Mail:	By Facsimile:	By Hand or Overnight Courier:
135 South LaSalle Street Suite 1960 Chicago, Illinois 60603 Attention: Christine Linde,                       Vice President	(For Eligible Institutions Only) 312-904-2236 To Confirm by Telephone or for Information, Call 312-904-5532	135 South LaSalle Street Suite 1960 Chicago, Illinois 60603 Attention: Christine Linde,                       Vice President

Delivery of this Notice of Guaranteed Delivery to an address, or transmission of this Notice of Guaranteed Delivery via telegram, telex or facsimile, other than as set forth above will not constitute a valid delivery.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON THE LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

Ladies and Gentlemen:

The undersigned hereby tender(s) to the Company, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, receipt of which is hereby acknowledged, the aggregate principal amount of Private Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus.

The undersigned understands that tenders of Private Notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof. The undersigned understands that tenders of Private Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 P.M., New York City time, on the Expiration Date. Tenders of Private Notes may also be withdrawn if the Exchange Offer is terminated without any such Private Notes being purchased thereunder or as otherwise provided in the Prospectus.

All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

PLEASE SIGN AND COMPLETE

Signature(s) of Owner(s) or Authorized Signatory:	Name(s) of Holder(s):
Principal Amount of Private Notes Tendered:*	Address:
Certificate No(s). of Private Notes (if available):	Area Code and Telephone No.:
	If Private Notes will be delivered by book-entry transfer at The Depository Trust Company, insert Depository Account No.:
Date:

* Must be in denominations of principal amount of $1,000 and any integral multiple thereof.

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This Notice of Guaranteed Delivery must be signed by the Holder(s) of Private Notes exactly as its (their) name(s) appear on the certificates for Private Notes or on a security position listing as the owner of Private Notes, or by person(s) authorized to become Holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

Please print name(s) and address(es)

Name(s):

Capacity:

Address(es):

Note: Do not send Private Notes with this form. Notes should be sent to the Exchange Agent together with a properly completed and duly executed Letter of Transmittal.

3

GUARANTEE

(Not to be used for signature guarantee)

The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an “eligible guarantor institution,” including (as such terms are defined therein): (1) a bank; (2) a broker, dealer, municipal securities broker, municipal securities dealer, government securities broker, government securities dealer; (3) a credit union; (4) a national securities exchange, registered securities association or clearing agency; or (5) a savings association (each of the foregoing being referred to as an “Eligible Institution”), hereby (a) represents that each holder of Private Notes on whose behalf this tender is being made “own(s)” the Private Notes covered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended (“Rule 14e-4”), (b) represents that such tender of Private Notes complies with Rule 14e-4, and (c) guarantees that, within five New York Stock Exchange trading days after the Expiration Date, a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with certificates representing the Private Notes covered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Private Notes into the Exchange Agent’s account at The Depository Trust Company, pursuant to the procedure for book-entry transfer set forth in the Prospectus) and required documents will be deposited by the undersigned with the Exchange Agent.

The undersigned acknowledges that it must deliver the Letter of Transmittal and Private Notes tendered hereby to the Exchange Agent within the time period set forth above and that failure to do so could result in financial loss to the undersigned.

Name of Firm:
	Authorized Signature
Address:	Name:
	Title:
Area Code and Telephone No.:	Date:

Note: Do not send certificates for Private Notes with this form. Certificates for Private Notes should only be sent with your Letter of Transmittal.

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EX-99.4

Exhibit 99.4

NOTICE OF GUARANTEED DELIVERY

for tender of any and all outstanding

4.95% Notes due 2014

of

R.R. DONNELLEY & SONS COMPANY

This form or one substantially equivalent hereto must be used to accept the exchange offer (the “Exchange Offer”) of R.R. Donnelley & Sons Company, a Delaware corporation (the “Company”), made pursuant to the prospectus, dated                     , 2004 (the “Prospectus”), if certificates for the outstanding 4.95% Notes due 2014 of the Company (the “Private Notes”) are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach LaSalle Bank National Association (the “Exchange Agent”) on or prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer. This Notice of Guaranteed Delivery may be delivered or transmitted by telegram, telex, facsimile transmission, mail or hand delivery to the Exchange Agent as set forth below. See “The Exchange Offer—Procedures for Tendering” in the Prospectus. Capitalized terms used herein but not defined herein have the respective meanings given to them in the Prospectus.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2004 UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION DATE”). TENDERS OF PRIVATE NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

The Exchange Agent:
LaSalle Bank National Association
By Registered or Certified Mail:	By Facsimile:	By Hand or Overnight Courier:
135 South LaSalle Street Suite 1960 Chicago, Illinois 60603 Attention: Christine Linde, Vice President	(For Eligible Institutions Only) 312-904-2236 To Confirm by Telephone or for Information, Call 312-904-5532	135 South LaSalle Street Suite 1960 Chicago, Illinois 60603 Attention: Christine Linde, Vice President

Delivery of this Notice of Guaranteed Delivery to an address, or transmission of this Notice of Guaranteed Delivery via telegram, telex or facsimile, other than as set forth above will not constitute a valid delivery.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON THE LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

Ladies and Gentlemen:

The undersigned hereby tender(s) to the Company, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, receipt of which is hereby acknowledged, the aggregate principal amount of Private Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus.

The undersigned understands that tenders of Private Notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof. The undersigned understands that tenders of Private Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 P.M., New York City time, on the Expiration Date. Tenders of Private Notes may also be withdrawn if the Exchange Offer is terminated without any such Private Notes being purchased thereunder or as otherwise provided in the Prospectus.

All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

PLEASE SIGN AND COMPLETE

Signature(s) of Owner(s) or Authorized Signatory:	Name(s) of Holder(s):
Principal Amount of Private Notes Tendered:*	Address:
Certificate No(s). of Private Notes (if available):	Area Code and Telephone No.:
	If Private Notes will be delivered by book-entry transfer at The Depository Trust Company, insert Depository Account No.:
Date:

* Must be in denominations of principal amount of $1,000 and any integral multiple thereof.

2

This Notice of Guaranteed Delivery must be signed by the Holder(s) of Private Notes exactly as its (their) name(s) appear on the certificates for Private Notes or on a security position listing as the owner of Private Notes, or by person(s) authorized to become Holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

Please print name(s) and address(es)

Name(s):

Capacity:

Address(es): 

Note: Do not send Private Notes with this form. Notes should be sent to the Exchange Agent together with a properly completed and duly executed Letter of Transmittal.

3

GUARANTEE

(Not to be used for signature guarantee)

The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an “eligible guarantor institution,” including (as such terms are defined therein): (1) a bank; (2) a broker, dealer, municipal securities broker, municipal securities dealer, government securities broker, government securities dealer; (3) a credit union; (4) a national securities exchange, registered securities association or clearing agency; or (5) a savings association (each of the foregoing being referred to as an “Eligible Institution”), hereby (a) represents that each holder of Private Notes on whose behalf this tender is being made “own(s)” the Private Notes covered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended (“Rule 14e-4”), (b) represents that such tender of Private Notes complies with Rule 14e-4, and (c) guarantees that, within five New York Stock Exchange trading days after the Expiration Date, a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with certificates representing the Private Notes covered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Private Notes into the Exchange Agent’s account at The Depository Trust Company, pursuant to the procedure for book-entry transfer set forth in the Prospectus) and required documents will be deposited by the undersigned with the Exchange Agent.

The undersigned acknowledges that it must deliver the Letter of Transmittal and Private Notes tendered hereby to the Exchange Agent within the time period set forth above and that failure to do so could result in financial loss to the undersigned.

Name of Firm:
	Authorized Signature
Address:	Name:
	Title:
Area Code and Telephone No.:	Date:

Note: Do not send certificates for Private Notes with this form. Certificates for Private Notes should only be sent with your Letter of Transmittal.

4

EX-99.5

Exhibit 99.5

EXCHANGE AGENT AGREEMENT

THIS EXCHANGE AGENT AGREEMENT (this “Agreement”) is made and entered into as of                     , 2004, by and between R.R. Donnelley & Sons Company, a Delaware corporation (the “Issuer”), and LaSalle Bank National Association, a national banking association, as exchange agent (the “Exchange Agent”).

RECITALS

The Issuer proposes to make an offer to exchange, upon the terms and subject to the conditions set forth in the Issuer’s Prospectus dated                     , 2004 (the “Prospectus”) and the accompanying letters of transmittal (the “Letter of Transmittal”), forms of which are attached hereto as Exhibit A (for the 3.75% Notes due 2009) and Exhibit B (for the 4.95% Notes due 2014) (and which, together with the Prospectus, constitute the “Exchange Offer”), $400,000,000 aggregate principal amount of its outstanding, unregistered 3.75% Notes due 2009 (the “Old 2009 Notes”) for an equal principal amount of 3.75% Notes due 2009 (the “New 2009 Notes”) registered under the Securities Act of 1933, as amended (the “Securities Act”) and $600,000,000 aggregate principal amount of its outstanding, unregistered 4.95% Notes due 2014 (and which, together with the Old 2009 Notes, the “Old Notes”) for an equal principal amount of 4.95% Notes due 2014 (and which, together with the New 2009 Notes, the “New Notes”) registered under the Securities Act.

The Exchange Offer will commence as soon as practicable after the Issuer’s Registration Statement on Form S-4 relating to the Exchange Offer is declared effective under the Securities Act, as notified in writing to the Exchange Agent by the Issuer (the “Effective Time”) and shall terminate at 5:00 p.m., New York City time, on                     , 2004 (the “Expiration Date”), unless the Exchange Offer is extended by the Issuer and the Issuer notifies the Exchange Agent of such extension by 5:00 p.m., New York City time, on the previous Expiration Date, in which case, the term “Expiration Date” shall mean the latest date and time to which the Exchange Offer is extended. In connection therewith, the undersigned parties hereby agree as follows:

1. Appointment and Duties as the Exchange Agent. The Issuer hereby authorizes LaSalle Bank National Association, to act as the Exchange Agent in connection with the Exchange Offer, and LaSalle Bank National Association, hereby agrees to act as the Exchange Agent and to perform the services outlined herein in connection with the Exchange Offer on the terms and conditions contained herein.

2. Mailing to Holders of the Old Notes.

A. As soon as practicable after its receipt of notification from the Issuer as to the Effective Time, the Exchange Agent will mail to each registered holder of the Old Notes (i) a Letter of Transmittal with instructions (including instructions for completing a substitute Form W-9), (ii) a copy of the Prospectus, and (iii) a Notice of Guaranteed Delivery substantially in the form attached hereto as Exhibit C (for the 3.75% Notes due 2009) or Exhibit D (for the 4.95% Notes due 2014) (the “Notice of Guaranteed Delivery”). Thereafter, the Exchange Agent shall promptly mail such materials to any party requesting them.

B. The Issuer shall supply the Exchange Agent with sufficient copies of the Prospectus, the Letters of Transmittal and the Notices of Guaranteed Delivery to enable the Exchange Agent to perform its duties hereunder.

3. ATOP Registration. As soon as practicable, the Exchange Agent shall establish an account with The Depositary Trust Company (“DTC”) in its name to facilitate book-entry tenders of the Old Notes through DTC’s Automated Tender Offer Program (“ATOP”) for the Exchange Offer.

4. Receipt of Letters of Transmittal and Related Items. From and after the Effective Time, the Exchange Agent is hereby authorized and directed to (i) accept the Letters of Transmittal, duly executed in accordance with the instructions thereto (or a manually signed facsimile thereof), and any requisite collateral documents from holders of the Old Notes and (ii) surrender the Old Notes to which such Letters of Transmittal relate. The Exchange Agent is authorized to request from any person tendering the Old Notes such additional documents as the Exchange Agent or the Issuer deems appropriate. The Exchange Agent is hereby authorized and directed to process withdrawals of tenders to the extent withdrawal thereof is permitted by the Exchange Offer.

5. Defective or Deficient Old Notes and Instruments.

A. As soon as practicable after receipt, the Exchange Agent will examine instructions transmitted by DTC (the “DTC Transmissions”), the Old Notes, the Letters of Transmittal, the Notices of Guaranteed Delivery and other documents received by the Exchange Agent in connection with tenders of the Old Notes to ascertain whether (i) the Letters of Transmittal are completed and executed in accordance with the instructions set forth therein (or that the DTC Transmissions contain the proper information required to be set forth therein), (ii) the Old Notes have otherwise been properly tendered in accordance with the Prospectus and the Letters of Transmittal (or that book-entry confirmations are in due and proper form and contain the information required to be set forth therein) and (iii) if applicable, the other documents (including the Notices of Guaranteed Delivery) are properly completed and executed.

B. If any Letter of Transmittal or other document has been improperly completed or executed (or any DTC Transmissions are not in due and proper form or omit required information) or the Old Notes accompanying such Letter of Transmittal are not in proper form for transfer or have been improperly tendered (or the book-entry confirmations are not in due and proper form or omit required information) or if some other irregularity in connection with any tender of any Old Notes exists, the Exchange Agent shall promptly report such information to the holder of such Old Notes. If such condition is not promptly remedied by the holder, the Exchange Agent shall report such condition to the Issuer and await the Issuer’s direction. All questions as to the validity, form, eligibility (including timeliness of receipt), acceptance and withdrawal of any Old Notes tendered or delivered shall be determined by the Issuer, in its sole discretion. Notwithstanding the above, the Exchange Agent shall not incur any liability for failure to give such notification unless such failure constitutes gross negligence, bad faith or willful misconduct.

C. The Issuer reserves the absolute right (i) to reject any or all tenders of any particular Old Notes determined by the Issuer not to be properly tendered or the acceptance or

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exchange of which may, in the opinion of the Issuer or the Issuer’s counsel, be unlawful and (ii) to waive any of the conditions of the Exchange Offer or any defect or irregularity in the tender of any particular Old Notes whether or not similar conditions or defect or irregularity are waived in the case of other Old Notes. The Issuer’s interpretation of the terms and conditions of the Exchange Offer (including the Letters of Transmittal and the Notices of Guaranteed Delivery and the instructions set forth therein) will be final and binding.

6. Requirements of Tenders.

A. Tenders of the Old Notes shall be made only as set forth in the Letters of Transmittal, and shall be considered properly tendered only when tendered in accordance therewith. Notwithstanding the provisions of this paragraph, any Old Notes that the Chief Executive Officer or Chief Financial Officer of the Issuer shall approve as having been properly tendered shall be considered to be properly tendered.

B. The Exchange Agent shall (a) ensure that each Letter of Transmittal and the related Old Notes or a bond power are duly executed (with signatures guaranteed where required) by the appropriate parties in accordance with the terms of the Exchange Offer; (b) in those instances where the person executing the Letter of Transmittal (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity, ensure that proper evidence of his or her authority so to act is submitted; and (c) in those instances where the Old Notes are tendered by persons other than the registered holder of such Old Notes, ensure that customary transfer requirements, including any applicable transfer taxes, and the requirements imposed by the transfer restrictions on the Old Notes (including any applicable requirements for certifications, legal opinions or other information) are fulfilled.

7. Exchange of the Old Notes.

A. Promptly after the Expiration Date and authentication of the New Notes by the trustee, the Issuer will deliver the New Notes to the Exchange Agent. Upon surrender of the Old Notes properly tendered and acceptance thereof by the Issuer in accordance with the Exchange Offer, the Exchange Agent shall deliver or cause to be delivered the New Notes to the holders of such surrendered and accepted Old Notes. The principal amount of the New Notes to be delivered to a holder shall equal the principal amount of the Old Notes surrendered by such holder and accepted for exchange by the Issuer.

B. The New Notes issued in exchange for certificated Old Notes shall be mailed by the Exchange Agent, in accordance with the instructions contained in the Letters of Transmittal, by first-class or registered mail, and under coverage of the Exchange Agent’s blanket surety bond for first-class or registered mail losses protecting the Issuer from loss or liability arising out of the non-receipt or non-delivery of such New Notes or the replacement thereof.

C. Notwithstanding any other provision of this Agreement, issuance of the New Notes for accepted Old Notes pursuant to the Exchange Offer shall be made only after deposit with the Exchange Agent of the Old Notes, the related Letter of Transmittal and any other required documents.

8. Notes Held in Trust. The New Notes and any cash or other property (the “Property”) deposited with or received by the Exchange Agent (in such capacity) from the Issuer shall be

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held in a segregated account, solely for the benefit of the Issuer and holders tendering the Old Notes, as their interests may appear, and the Property shall not be commingled with securities, money, assets or property of the Exchange Agent or any other party.

9. Reports to the Issuer. The Exchange Agent shall notify, by facsimile or electronic communication, the Issuer as to the principal amount of the Old Notes which have been duly tendered since the previous report and the aggregate amount tendered since the Effective Time on a weekly basis (and on a more frequent basis as reasonably requested) until the Expiration Date. Such notice shall be delivered substantially in the form attached hereto as Exhibit E.

10. Record Keeping. Each Letter of Transmittal, the Old Notes and any other documents received by the Exchange Agent in connection with the Exchange Offer shall be stamped by the Exchange Agent to show the date of receipt (or if the Old Notes are tendered by book-entry delivery, such form of record keeping of receipt as is customary for tenders through ATOP) and, if defective, the date and time the last defect was cured or waived by the Issuer. The Exchange Agent shall cancel certificated Old Notes. The Exchange Agent shall retain all the Old Notes and Letters of Transmittal and other related documents or correspondence received by the Exchange Agent until the Expiration Date. The Exchange Agent shall return all such materials to the Issuer as soon as practicable after the Expiration Date. If the Exchange Agent receives any Letters of Transmittal after the Expiration Date, the Exchange Agent shall return the same together with all enclosures to the party from whom such documents were received.

11. Discrepancies or Questions. Any discrepancies or questions regarding any Letter of Transmittal, Old Note, Notice of Guaranteed Delivery, notice of withdrawal or any other documents received by the Exchange Agent in connection with the Exchange Offer shall be referred to the Issuer and the Exchange Agent shall have no further duty with respect to such matter; provided that the Exchange Agent shall cooperate with the Issuer in attempting to resolve such discrepancies or questions.

12. Transfer of Registration. The New Notes may be registered in a name other than that of the holder of a surrendered Old Note, if and only if (i) the Old Note surrendered shall be properly endorsed (either by the registered holder thereof or by a properly completed separate bond power with the signatures on such endorsement guaranteed by an Eligible Institution (as defined in the Letter of Transmittal)) and otherwise in proper form for transfer, (ii) the person requesting such transfer of registration shall pay (or shall be billed directly for such transfer taxes) to the Exchange Agent any transfer or other taxes required, or shall establish to the Exchange Agent’s satisfaction that such tax is not owed or has been paid and (iii) such other documents and instruments as the Issuer or the Exchange Agent require shall be received by the Exchange Agent.

13. Partial Tenders. If, pursuant to the Exchange Offer, less than all of the principal amount of any Old Note submitted to the Exchange Agent is tendered, the Exchange Agent shall, promptly after the Expiration Date, return, or cause the registrar with respect to each such Old Note to return, a new Old Note for the principal amount not being tendered to, or in accordance with the instruction of, the holder who has made a partial tender.

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14. Withdrawals. A tendering holder may withdraw tendered Old Notes as set forth in the Prospectus, in which event the Exchange Agent shall, after proper notification of such withdrawal, return such Old Notes to, or in accordance with the instructions of, such holder and such Old Notes shall no longer be considered properly tendered. Any withdrawn Old Notes may be tendered again by following the procedures therefor described in the Prospectus at any time on or prior to the Expiration Date.

15. Rejection of Tenders. If, pursuant to the Exchange Offer, the Issuer does not accept for exchange all of the Old Notes tendered by a holder of Old Notes, the Exchange Agent shall return or cause to be returned such Old Notes to such holder of Old Notes.

16. Cancellation of Exchanged Old Notes. The Exchange Agent is authorized and directed to cancel all the Old Notes received by it upon delivering the New Notes to tendering holders of the Old Notes as provided herein. The Exchange Agent shall maintain a record as to which Old Notes have been exchanged pursuant to Section 7 hereof.

17. Requests for Information. The Exchange Agent shall accept and comply with telephone, e-mail and mail requests for information from any person concerning the proper procedure to tender the Old Notes. The Exchange Agent shall provide copies of the Prospectus, Letters of Transmittal and Notices of Guaranteed Delivery to any person upon request. All other requests for materials shall be referred to the Issuer. The Exchange Agent shall not offer any concessions or pay any commissions or solicitation fees to any brokers, dealers, banks or other persons or engage any persons to solicit tenders.

18. Tax Matters. Any questions with respect to any tax matters relating to the Exchange Offer shall be referred to the Issuer, and the Exchange Agent shall have no duty with respect to any such matter; provided that the Exchange Agent shall cooperate with the Issuer in attempting to resolve such questions.

19. Reports. Within five (5) days after the Expiration Date, the Exchange Agent shall furnish to the Issuer a final report showing the disposition of the New Notes.

20. Fees and Expenses. The Issuer will pay the Exchange Agent its reasonable fees and expenses, including reasonable counsel fees and disbursements, as set forth in Exhibit F.

21. Concerning the Exchange Agent. The Exchange Agent:

A. shall have no duties or obligations other than those specifically set forth in this Agreement;

B. will make no representation and will have no responsibility as to the validity, value or genuineness of the Exchange Offer, shall not make any recommendation as to whether a holder of Old Notes should or should not tender its Old Notes and shall not solicit any holder for the purpose of causing such holder to tender its Old Notes;

C. shall not be obligated to take any action hereunder which may, in the Exchange

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Agent’s sole judgment, involve any expense or liability to the Exchange Agent unless it shall have been furnished with indemnity against such expense or liability which, in the Exchange Agent’s reasonable judgment, is adequate;

D. may rely on and shall be protected in acting upon any certificate, instrument, opinion, notice, instruction, letter, telegram or other document, or any security, delivered to the Exchange Agent and reasonably believed by the Exchange Agent to be genuine and to have been signed by the proper party or parties;

E. may reasonably rely on and shall be protected in acting upon the written instructions of the Secretary or Assistant Secretary of the Issuer or its counsel (or their representatives);

F. shall not be liable for any claim, loss, liability or expense, incurred without the Exchange Agent’s negligence, bad faith or willful misconduct, arising out of or in connection with the administration of the Exchange Agent’s duties hereunder; and

G. may consult with counsel, and the advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action reasonably taken, suffered or omitted by the Exchange Agent hereunder in accordance with the advice of such counsel or any opinion of counsel.

22. Indemnification.

A. The Issuer covenants and agrees to indemnify and hold harmless the Exchange Agent, its directors, officers, employees and agents (the “Indemnified Persons”) against any and all losses, damages, costs or expenses (including reasonable attorneys’ fees and court costs), arising out of or attributable to its performance as the Exchange Agent hereunder, provided that such indemnification shall not apply to losses, damages, costs or expenses incurred due to negligence, bad faith or willful misconduct of the Exchange Agent, or the Exchange Agent’s breach of this Agreement. The Exchange Agent shall notify the Issuer in writing of any asserted claim against the Exchange Agent or of any other action commenced against the Exchange Agent, reasonably promptly after the Exchange Agent shall have received any notice of such claim or shall have been served with a summons in connection therewith.

B. The Exchange Agent agrees that, without the prior written consent of the Issuer, it will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought in accordance with the indemnification provision of this Agreement (whether or not any Indemnified Persons is an actual or potential party to such claim, action or proceeding).

23. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to conflicts of laws principles.

24. Notices. Notices or other communications pursuant to this Agreement shall be delivered by facsimile transmission, reliable overnight courier or by first-class mail, postage prepaid, addressed as follows:

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To the Issuer at:

R.R. Donnelley & Sons Company

77 West Wacker Drive,

Chicago, Illinois 60601

Attention: Suzanne Bettman

Tel: (866) 425-8272

With a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004-2498

Attention: Robert W. Downes

Tel: (212) 558-4312

Fax: (212) 558-3588

Or to the Exchange Agent at:

LaSalle Bank National Association

135 South LaSalle Street, Suite 1960

Chicago, Illinois 60603

Attention: Christine Linde, Vice President

Telephone: (312) 904-5532

Fax: (312) 904-2236

Or to such address as either party shall provide by notice to the other party.

25. Change of the Exchange Agent. The Exchange Agent may resign from its duties under this Agreement by giving to the Issuer thirty (30) days prior written notice. If the Exchange Agent resigns or becomes incapable of acting as the Exchange Agent and the Issuer fails to appoint a new exchange agent within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Exchange Agent, the Issuer shall appoint a successor exchange agent or assume all of the duties and responsibilities of the Exchange Agent. Any successor exchange agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as the Exchange Agent without any further act or deed; but the Exchange Agent shall deliver and transfer to the successor exchange agent any Property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for such purpose.

26. Miscellaneous. Neither party may transfer or assign its rights or responsibilities under this Agreement without the written consent of the other party hereto; provided, however, that the Exchange Agent may transfer and assign its rights and responsibilities hereunder to any of its affiliates reasonably acceptable to the Issuer and otherwise eligible to act as the Exchange Agent and, upon reasonable prior notice to the Exchange Agent, the Issuer may transfer and assign its rights and responsibilities hereunder to any successor by merger or consolidation, any

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purchaser of all or substantially all of the common stock of the Issuer, or any purchaser of all or substantially all of the Issuer’s assets. This Agreement may be amended only in writing signed by both parties. Any New Notes which remain undistributed after the Expiration Date shall be cancelled and delivered to the Issuer upon demand, and any Old Notes which are tendered thereafter shall be promptly returned by the Exchange Agent to the tendering party. Except for Sections 20 and 22, this Agreement shall terminate on the 31st day after the Expiration Date.

27. Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefits or remedy of any nature whatsoever under or by reason of this Agreement. Without limitation to the foregoing, the parties hereto expressly agree that no holder shall have any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

28. Entire Agreement; Headings. This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

29. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto authorized as of the date first written above.

R.R. DONNELLEY & SONS COMPANY
By:
	Name:
	Title:

LASALLE BANK NATIONAL ASSOCIATION,
as the Exchange Agent
By:
	Name:
	Title:

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