8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHAMGE ACT OF 1934

Date of Report (date of earliest event reported) : June 30, 2000

Commission file number 001-07155

R.H. DONNELLEY CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State of Incorporation) 13-2740040
(I.R.S. Employer Identification No.)

One Manhattanville Road, Purchase N.Y.
(Address of principal executive offices) 10577
(Zip Code)

Commission file number 333-59287

R.H. DONNELLEY INC. *
(Exact name of registrant as specified in its charter)

Delaware
(State of Incorporation) 36-2467635
(I.R.S. Employer Identification No.)

One Manhattanville Road, Purchase N.Y.
(Address of principal executive offices) 10577
(Zip Code)

Registrants' telephone number, including area code     (914) 933-6400

*    R.H. Donnelley Inc. is a wholly owned subsidiary of R.H. Donnelley Corporation which became subject to the filing requirements of Section 15(d) on October 1, 1998. As of March 1, 1999, 100 shares of R.H. Donnelley Inc. common stock, no par value, were outstanding.

Item 5.  Other Events

          On June 30, 2000, R.H. Donnelley Inc. ("Donnelley"), a wholly-owned subsidiary of R.H. Donnelley Corporation, entered into an agreement ("Agreement") with an affiliate of Bell Atlantic Corporation ("Bell Atlantic") for the early termination of the directory services agreements between Donnelley and Bell Atlantic dated September 5, 1985 and May 5, 1998, as amended (the "Agency Agreements"). Pursuant to the Agency Agreements, Donnelley had served as exclusive advertising sales agent for Bell Atlantic directories covering substantially all of New York State, including New York City and Buffalo. The Agency Agreements had been scheduled to expire in 2005 and 2003, respectively. The transactions contemplated by the Agreement were also completed on June 30, 2000.

          Donnelley received proceeds of $114 million in connection with the transaction, less approximately $3 million of operational liabilities assumed by Bell Atlantic related to the pre-closing period. These net proceeds are subject to post-closing adjustment under certain circumstances. Under the Agreement, Donnelley also received estimated commissions for sales which occurred prior to closing, but which were not yet payable under the terms of the Agency Agreements. These commissions totaled approximately $42 million, net of certain adjustments, and subject to post-closing adjustment under certain circumstances. Concurrently, Donnelley also received commissions of approximately $15 million in connection with its sales for certain directories that published in the pre-closing period. Donnelley also anticipates recording a one-time, after-tax accounting gain of approximately $55 million in the second quarter in connection with this transaction.

          In connection with the early termination of the Agency Agreements, certain leased real estate facilities and related operational assets used under the Agency Agreements and approximately 600 employees of Donnelley were transferred to Bell Atlantic. The terms of the Agreement also included customary non-competition provisions applicable to Donnelley.

          Copies of press releases issued by R.H. Donnelley Corporation on June 30, 2000 and July 6, 2000 are filed as exhibits to this report and incorporated by reference herein.

Item 7.  Exhibits

99.1
99.2 Press Release dated June 30, 2000
Press Release dated July 6, 2000

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

R. H. Donnelley, Corp.
By:	/s/ Stephen B. Wiznitzer Stephen B. Wiznitzer Senior Vice President and General Counsel

EX-99.1

R. H. Donnelley

Contacts: R.H. Donnelley: Patricia McLean, Media 914-933-6419	Bell Atlantic: Phil Santoro 978-762-1326 psantoro@bigyellow.com
Frank Colarusso, Investors 914-933-5263

BELL ATLANTIC COMPLETES BUY OUT OF DONNELLEY CONTRACTS

New York, June 30, 2000 - R.H. Donnelley Corporation (NYSE:RHD) and Bell Atlantic Corporation today announced that Bell Atlantic has completed the buy out of Donnelley's New York sales agency contracts.

       The transaction included the two sales agency contracts and related assets, and most of the approximately 600 Donnelley employees that had previously supported the Bell Atlantic contracts.

       Frank R. Noonan, Chairman and CEO of R.H. Donnelley said, "We are pleased to announce the closing of this deal today, which has been completed in line with our expectations. I am gratified that our association concludes with such a positive result for both companies. For Donnelley, this transaction recognizes the changes that have occurred in our markets over the past several years and supports our strategic goals to explore new markets and new opportunities for our company while we continue to improve our cost structure and add value for shareholders with enhanced debt reduction and stock re-purchase programs.

       Today, Bell Atlantic Corp. completed its merger with GTE Corp., creating Verizon Communications.

       R.H. Donnelley Corp. is a leading marketer of yellow pages and other marketing and advertising services tailored for small and medium-sized businesses. Donnelley's subsidiary, Get Digital Smart is the internet's only service-based provider of integrated e-solutions tailored for this market segment. For more information, please visit us on the worldwide web at www.rhd.com or www.getdigitalsmart.com.

EX-99.2

R.H. Donnelley

newsrelease

Media Contact:
Patricia McLean
914.933.6419 Analyst Contact:
Frank Colarusso
914.933.3178

For Immediate Release

DONNELLEY IMPLEMENTS ACTIONS TO RESHAPE COMPANY

Buy Out of Bell Atlantic Contracts Completed;
Actions Bring $125 Million After Tax Cash Inflow

Purchase, New York - July 6, 2000 -- R.H. Donnelley Corporation (NYSE:RHD) today reported that the company has implemented the major strategic actions it announced on April 27, 2000 and expects that it will achieve the previously disclosed financial goals anticipated from these actions.

Today's announcement follows Bell Atlantic's June 30^th buy out of Donnelley's New York State sales agency contracts. This buy out was part of a series of strategic actions announced in April designed to increase shareholder value, sharpen Donnelley's strategic focus, improve its earnings outlook and create a more efficient cost structure. These actions also included selling its Cincinnati One Book Directory to Yellow Book and establishing a new, extended relationship with Sprint, which the company estimates will result in a one-time operating income benefit of approximately $25 million to be recorded in the second quarter. Both of these actions were completed in April.

The company expects the net after-tax cash inflow from these actions to be approximately $125 million, as previously disclosed. This after-tax cash inflow consists of payments already received by the company less expected transaction and other related costs and taxes. In connection with these transactions, the company received a payment from Bell Atlantic of approximately $114 million, a commission payment from Bell Atlantic of approximately $57 million for sales which occurred prior to the buy out, and $8 million in proceeds from the sale of the Cincinnati Directory. The company expects to incur transaction and other related costs, including severance, of approximately $18 million and taxes of approximately $36 million. The company also anticipates recording a one-time, after-tax accounting gain of approximately $55 million in the second quarter in connection with these actions.

According to Frank R. Noonan, Chairman and CEO, "We have done what we said we would do. We took these actions to improve our earnings base, create a more efficient cost structure, and establish a solid financial foundation for providing attractive shareholder returns." Mr. Noonan cited the following:

• Excluding the one-time impacts of these actions, Donnelley anticipates achieving EPS in excess of $1.80 this year as previously disclosed. Looking beyond 2000, the company expects the actions it has taken to be significantly accretive to earnings.

• Donnelley has trimmed its portfolio to its highest margin core businesses, Sprint and DonTech, both of which the company believes are capable of providing above-industry growth.

• Productivity enhancements and cost reductions at the Raleigh, N.C. operation will result in second quarter and full year performance improvements.

• By the end of the year, the company will have reduced employment from approximately 1450 to approximately 700 employees. This includes the transfer of nearly 600 employees to Bell Atlantic and approximately 50 Cincinnati employees to Yellow Book, as well as a reduction of more than 100 corporate and other positions that had supported the divested businesses.

The after-tax net proceeds from these transactions, combined with expected free cash flow from ongoing operations, will be applied to drive shareholder value. Specifically, the company will begin to utilize its new share repurchase plan that provides for spending of up to $100 million over the next 18 to 24 months, subject to market conditions and compliance with the company's debt covenants. This plan follows a December 1999 authorization of $25 million, which was completed in the second quarter. The company will use the remaining proceeds to reduce debt and continue current levels of funding for the company's Internet initiative, GetDigitalSmart.com.

Mr. Noonan commented, "We are very pleased with both the outcome of the Bell Atlantic transaction, and with the combined effects of the bold actions we completed during the second quarter to realign our company. R.H. Donnelley has been an independent, publicly traded company for just two years and in that time we have taken tough, decisive steps to enhance shareholder value. We are focused on our highest margin businesses, and we have streamlined our organization and our cost structure to preserve and protect our strong value position."

R.H. Donnelley Corp. is a leading marketer of yellow pages and other marketing and advertising services tailored for small and medium-sized businesses. Donnelley's subsidiary, Get Digital Smart is a service-based provider of branded Internet marketing and e-solutions tailored for this market segment. For more information, please visit us at www.rhd.com or www.getdigitalsmart.com.

Safe Harbor Provision

Certain statements contained in this press release regarding R.H. Donnelley's future operating results or performance or business prospects and any other statements not constituting historical fact are "forward-looking statements" subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Where possible, the words "believe," "expect," "anticipate," "should," "planned," "estimated," "potential," "goal," "outlook," and similar expressions, as they relate to R.H. Donnelley or its management, have been used to identify such forward-looking statements. Regardless of any identifying phrases, these statements and all other forward-looking statements reflect only R.H. Donnelley's current beliefs and specific assumptions with respect to future business decisions and results, and are based on information currently available to R.H. Donnelley. Accordingly, the statements are subject to significant risks, uncertainties and contingencies which could cause R.H. Donnelley's actual operating results, performance or business prospects to differ from those expressed in, or implied by, these statements. Such risks, uncertainties and contingencies include the following: (1) loss of market share through competition; (2) uncertainties caused by the consolidation of the telecommunications industry; (3) introduction of competing products or technologies by other companies, including those similar to the Internet services to be offered by Get Digital Smart^SM; (4) complexity and uncertainty regarding the development and/or deployment of new high technology products, including the Internet services to be offered by Get Digital Smart^SM; (5) difficulty or inability to successfully integrate the variety of products, technologies and services contemplated for Get Digital Smart^SM into one comprehensive offering, and uncertainty regarding the acceptance rate of such an offering by the small business community; (6) pricing pressures from competitors and/or customers; (7) changes in the yellow pages industries and markets; and (8) a sustained economic downturn in the United States.