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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* GHEEWALLA ROBERT R (Last) (First) (Middle) C/O GOLDMAN, SACHS & CO. 85 BROAD STREET (Street) NEW YORK NY 10004 (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/27/2006
	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								12,058	I	See(1)(2)(3)(4)

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
Convertible Cumulative Preferred Stock	(6)	01/27/2006		S			100,301	(6)	(6)	Common Stock	5,182,125(6)	(5)	0	I	See(1)(5)(6)
Warrants to purchase Common Stock	$28.62							(7)	01/03/2008	Common Stock	1,072,500		1,072,500	I	See(1)(7)
Warrants to purchase Common Stock	$26.28							(7)	01/03/2008	Common Stock	577,500		577,500	I	See(1)(7)
Stock Options (right to buy)	$29.585							(8)	05/01/2010	Common Stock	1,500		1,500	I	See(1)(8)
Stock Options (right to buy)	$29.585							(9)	05/01/2010	Common Stock	1,500		1,500	I	See(1)(9)
Stock Options (right to buy)	$47.06							(10)	05/05/2011	Common Stock	1,500		1,500	I	See(1)(10)
Stock Options (right to buy)	$47.06							(11)	05/05/2011	Common Stock	1,500		1,500	I	See(1)(11)
Stock Options (right to buy)	$29.205							(12)	01/03/2013	Common Stock	1,500		1,500	I	See(1)(12)
Stock Options (right to buy)	$29.205							(13)	01/03/2013	Common Stock	1,500		1,500	I	See(1)(13)
Stock Options (right to buy)	$57.105							(14)	04/26/2012	Common Stock	1,500		1,500	I	See(1)(14)
Stock Options (right to buy)	$57.105							(15)	04/26/2012	Common Stock	1,500		1,500	I	See(1)(15)

Explanation of Responses:

1. The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a direct and indirect wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any. Effective January 31, 2006, upon closing of the transactions contemplated by the Agreement and Plan of Merger dated as of October 3, 2005 by and among Dex Media, Inc., a Delaware corporation, Forward Acquisition Corp., a wholly owned subsidiary of the Company (as defined below), and the Company, the Reporting Person will resign from his position as a director of the Company.

2. GS Group may be deemed to beneficially own, in aggregate, (i) 9,000 shares of R.H. Donnelley Corporation (the "Company"), common stock, par value $1.00 per share ("Common Stock") which were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan, consisting of grants of 1,500 deferred shares to each of the Reporting Person and Terence M. O'Toole, formerly a managing director of Goldman Sachs, in their capacity as directors of the Company, on the grant dates of January 3, 2003, May 1, 2003 and May 5, 2004 and (ii) 3,000 shares of Common Stock which were granted pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan, consisting of grants of 1,500 deferred shares to each of the Reporting Person and Terence M. O'Toole, in their capacity as directors of the Company, on the grant date of April 26, 2005. Each grant of 1,500 deferred shares vests in equal annual installments at the close of (con't. next footnote)

3. business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant.

4. Goldman Sachs owns beneficially and directly and GS Group may be deemed to own beneficially and indirectly 58 shares of Common Stock. Goldman Sachs also has open short positions of 9,015 shares of Common Stock.

5. On January 27, 2006, pursuant to the Stock Purchase and Support Agreement, dated as of October 3, 2005, among the Company, R.H. Donnelley Inc. and the Funds (as defined below), the Funds sold 100,301 shares of Convertible Cumulative Preferred Stock ("Preferred Stock") to the Company for $3,351.14 per share.

6. Each share of Preferred Stock was convertible at any time at the option of the holder into a number of fully paid and nonassessable shares of Common Stock equal to $1,000 for each share of Preferred Stock outstanding, plus an amount equal to all accrued but unpaid dividends thereon as of September 30, 2005, divided by $24.05. The Certificate of Designations governing the Preferred Stock contains customary anti-dilution protection for the shares of Preferred Stock. The Preferred Stock was redeemable by the Company, at its option, at any time after January 3, 2013.

7. Goldman Sachs and GS Group may be deemed to own beneficially and indirectly warrants to purchase 1,650,000 shares of Common Stock, through certain investment partnerships and limited liability companies (collectively, the "Funds") of which Goldman Sachs or affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner. The warrants are immediately exercisable. The warrants reported herein are owned by the Funds.

8. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to the Reporting Person. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was May 1, 2003. The Reporting Person has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

9. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Terence M. O'Toole, formerly a managing director of Goldman Sachs, in his capacity as a director of the Company. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was May 1, 2003. Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

10. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to the Reporting Person. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was May 5, 2004. The Reporting Person has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

11. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Terence M. O'Toole, formerly a managing director of Goldman Sachs, in his capacity as a director of the Company. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was May 5, 2004. Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

12. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to the Reporting Person. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was January 3, 2003. The Reporting Person has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

13. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Terence M. O'Toole, formerly a managing director of Goldman Sachs, in his capacity as a director of the Company. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was January 3, 2003. Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

14. These options were granted pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan to the Reporting Person. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was April 26, 2005. The Reporting Person has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

15. These options were granted pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan to Terence M. O'Toole, formerly a managing director of Goldman Sachs, in his capacity as a director of the Company. The options become exercisable as follows: one-third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was April 26, 2005. Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

	/s/ Roger S. Begelman, Attorney-in-fact	01/31/2006
	** Signature of Reporting Person	Date
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