8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):                     January 10, 2005

R.H. Donnelley Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	1-07155	13-2740040
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1001 Winstead Drive, Cary, North Carolina	27513
(Address of Principal Executive Offices)	(Zip Code)

R.H. Donnelley Inc.*

(Exact Name of Registrant as Specified in Charter)

Delaware	333-59287	36-2467635
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1001 Winstead Drive, Cary, North Carolina	27513
(Address of Principal Executive Offices)	(Zip Code)

Registrants’ telephone number, including area code:          (919) 297-1600                                                          

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

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

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

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

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

* R.H. Donnelley Inc. is a wholly owned subsidiary of R.H. Donnelley Corporation. R.H. Donnelley Inc. became subject to the filing requirements of Section 15(d) on October 1, 1998 in connection with the public offer and sale of its 9 1/8% Senior Subordinated Notes, which Notes were redeemed in full on February 6, 2004. In addition, R.H. Donnelley Inc. is the obligor of 8 7/8% senior notes due 2010 and 10 7/8% senior subordinated notes due 2012 and is now subject to the filing requirements of Section 15(d) as a result of such notes. As of January 10, 2005, 100 shares of R.H. Donnelley Inc. common stock, no par value, were outstanding.

Item 8.01. Other Events.

     On January 10, 2005, R.H. Donnelley Corporation (the “Company”) announced that it intends to offer $300 million of senior notes to certain institutional investors in a transaction exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). Pursuant to Rule 135c of the Securities Act, the Company is filing herewith the press release issued January 10, 2005 as Exhibit 99.1 hereto.

     The senior notes to be offered will not be and have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit
Number	Description
99.1	Press release dated January 10, 2005

2

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 Corporation
	By:	/s/ Robert J. Bush
		Name: Robert J. Bush
		Title: Vice President and General Counsel
	R.H. Donnelley Inc.
	By:	/s/ Robert J. Bush
		Name: Robert J. Bush
		Title: Vice President and General Counsel
Date: January 10, 2005

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press release dated January 10, 2005

EX-99.1

Exhibit 99.1

newsrelease

Contact:	Contact:
Jenny L. Apker	James M. Gruskin
800/497-6329	800/497-6329

R.H. DONNELLEY CORPORATION ANNOUNCES $300 MILLION DEBT ISSUANCE

CARY, N.C., January 10, 2005 — R.H. Donnelley Corporation (NYSE: RHD), today announced that it is planning an offering of $300 million of senior notes to certain institutional investors in an offering exempt from the registration requirements of the Securities Act of 1933.

R.H. Donnelley Corporation intends to use the proceeds from the offering to repurchase a portion of its Preferred Stock and for general corporate purposes.

The senior notes to be offered have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or a solicitation of an offer to buy such notes and is issued pursuant to Rule 135c under the Securities Act of 1933.