SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
RYAN DEBRA M
(Last) (First) (Middle)
1 MANHATTANVILLE ROAD
(Street)
PURCHASE NY 10577
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
R H DONNELLEY CORP [ RHD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP - Human Resources
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/19/2003 M 2,121 A $11.7895 6,524 D
Common Stock 08/19/2003 S 2,121 D $40.01 4,403 D
Common Stock 08/19/2003 M 18,150 A $11.102 22,553 D
Common Stock 08/19/2003 S 18,150 D $40.01 4,403 D
Common Stock 11,455 I by Trust(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $11.102 11/15/1996 A 18,150 11/15/1997(2) 11/15/2006 Common Stock 18,150 $0 18,150 D
Non-Qualified Stock Option (right to buy) $11.102 08/19/2003 M 18,150 11/15/1997 11/15/2006 Common Stock 18,150 $0 0 D
Non-Qualified Stock Option (right to buy) $11.7895 12/20/1995 A 2,121 12/20/1996(3) 12/20/2005 Common Stock 2,121 $0 2,121 D
Non-Qualified Stock Option (right to buy) $11.7895 08/19/2003 M 2,121 12/20/1996 12/20/2005 Common Stock 2,121 $0 0 D
Non-Qualified Stock Option (right to buy) $14.7465 12/22/1997 A 15,307 12/22/1998(4) 12/22/2007 Common Stock 15,307 $0 15,307 D
Non-Qualified Stock Option (right to buy) $15.3125 07/14/1998 A 32,400 07/14/2000(5) 07/14/2008 Common Stock 32,400 $0 32,400 D
Non-Qualified Stock Option (right to buy) $16.5313 02/22/2000 A 10,993 02/22/2001(6) 02/22/2010 Common Stock 10,993 $0 10,993 D
Non-Qualified Stock Option (right to buy) $24.75 01/31/2001 A 10,993 01/31/2002(7) 01/31/2011 Common Stock 10,993 $0 10,993 D
Non-Qualified Stock Option (right to buy) $25.54 10/25/2002 A 76,000 10/25/2003(8) 10/25/2009 Common Stock 76,000 $0 76,000 D
Non-Qualified Stock Option (right to buy) $26.585 02/13/2002 A 11,000 02/13/2003(9) 02/13/2012 Common Stock 11,000 $0 11,000 D
Explanation of Responses:
1. Newly - acquired shares held in Trust pursuant to Company's Deferred Compensation Plan.
2. The options vest in 25% increments annually commencing as of 11/15/97.
3. The options vest in 25% increments annually commencing as of 12/20/96.
4. The options vest in 25% increments annually commencing as of 12/22/98.
5. The options vest in 25% annual increments commencing on July 14, 2000.
6. Vests in four equal installments annually commencing 2/22/01
7. The options vest in 25% increments annually commencing as of 1/31/02.
8. The options vest in 25% increments annually commencing as of 10/25/03, subject to certain conditions, including the closing of the Sprint Publishing & Advertising acquisition.
9. In four equal annual installments beginning on date shown.
Debra M Ryan 08/21/2003
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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