8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): November 14, 2008

R.H. DONNELLEY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-07155	13-2740040
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1001 Winstead Drive, Cary NC (Address of principal executive offices)	Registrant’s telephone number, including area code: (919) 297-1600	27513 (Zip Code)

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:

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))

TABLE OF CONTENTS

EX-99.1

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     (a) On November 14, 2008, R.H. Donnelley Corporation (the “Company”) was notified by the New York Stock Exchange (the “NYSE”) that the Company had fallen below two of the NYSE’s continued listing standards. Rule 802.01B(I) of the NYSE Listed Company Manual (the “Manual”) requires that the Company’s average total market capitalization over a consecutive 30 trading-day period equal or exceed $75 million and, at the same time, total reported stockholder’s equity equal or exceed $75 million. Rule 802.01C of the Manual requires that the Company’s common stock have a minimum average closing price of not less than $1.00 during a consecutive 30 trading-day period.

     Under applicable NYSE rules, the Company has 10 days from receipt of the notice to inform the NYSE that it intends to cure the deficiencies, 45 days from the receipt of the notice to submit a plan advising the NYSE of definitive action the Company proposes to take that would bring it into compliance with Rule 802.01B(I) within 18 months of receipt of the notice and six months from the receipt of the notice to bring the share price and average share price back above $1.00. The Company plans to notify the NYSE that it intends to cure the deficiencies within the prescribed timeframes. If the Company is not compliant with the continued listing standards within the prescribed timeframes, its common stock will be subject to suspension and delisting by the NYSE. In the meantime, the Company’s common stock will continue to be listed on the NYSE under the symbol “RHD,” but will be assigned a “.BC” indicator by the NYSE to signify that the Company is not currently in compliance with the NYSE’s continued listing standards.

     As required under NYSE rules, the Company issued a Press Release on November 14, 2008, announcing that it had received the notice of non-compliance and that the Company intends to attain compliance with NYSE continued listing standards within the time periods prescribed by the Manual. A copy of this press release is attached hereto as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press Release issued November 14, 2008

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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/ Mark W. Hianik
Name:	Mark W. Hianik
Title:	Senior Vice President, General Counsel and
	Corporate Secretary

Date: November 14, 2008

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued November 14, 2008

EX-99.1

Exhibit 99.1

news release

Contacts:

Investors – James M. Gruskin

800/497-6329

Media – Tyler D. Gronbach

919/297-1541

R.H. DONNELLEY RECEIVES NOTICE REGARDING NYSE LISTING

CARY, N.C., November 14, 2008 – R.H. Donnelley Corporation (NYSE: RHD), one of the nation’s leading Yellow Pages and online local commercial search companies, was notified today by the New York Stock Exchange (NYSE) that the Company was not in compliance with two NYSE standards for continued listing of the Company’s common stock on the exchange. Specifically, the Company is considered below criteria by the NYSE because (i) the average closing price of the Company’s common stock was less than $1.00 per share over a consecutive 30-day trading period and (ii) the Company’s average total market capitalization has been less than $75 million over the same period and its last reported stockholders’ equity was less than $75 million.

Under NYSE rules, the Company has six months from the notification date to comply with the minimum price standard and 18 months to comply with the minimum market capitalization/stockholders’ equity standard. The Company plans to notify the NYSE that it intends to cure the deficiencies within the prescribed timeframes. If the Company is not compliant with the continued listing standards within the prescribed timeframes, its common stock will be subject to suspension and delisting by the NYSE. In the meantime, R.H. Donnelley’s common stock will continue to be listed on the NYSE under the symbol “RHD,” but will be assigned a “.BC” indicator by the NYSE to signify that the Company is not currently in compliance with the NYSE’s continued listing standards.

The Company’s business operations, Securities and Exchange Commission reporting requirements, credit agreements and other debt obligations are unaffected by this notification.

About R.H. Donnelley

R.H. Donnelley connects businesses and consumers through its portfolio of print and interactive marketing solutions. Small- and medium-sized businesses look to R.H. Donnelley’s experienced team of marketing consultants to help them grow their companies and drive sales leads. Consumers depend on the Company’s reliable, local business content to deliver the most relevant search results when they are seeking local goods and services. For more information, visit www.rhd.com and DexKnows.com.

Safe Harbor Provision

Certain statements contained in this press release 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,” “intend,” “should,” “will,” “would,” “plan,” “may,” “could,” or the negative of such terms, or other comparable expressions, as they relate to RHD or its management, have been used to identify such forward-looking statements. All forward-looking statements reflect only RHD’s current beliefs and assumptions with respect to the matters discussed, and are based on information currently available to RHD. Accordingly, the statements are subject to significant risks, uncertainties and contingencies, which could cause actual results to differ materially from the expectations expressed in, or implied by, these statements.

Factors that could cause actual results to differ materially from current expectations include risks and other factors described in RHD’s publicly available reports filed with the SEC, which contain a discussion of various factors that may affect RHD’s business or financial results. Such risks and other factors, which in some instances are beyond RHD’s control, include: our ability to generate sufficient cash to service our significant debt levels; our ability to comply with or obtain modifications or waivers of the financial covenants contained in our debt agreements, and the potential impact to operations and liquidity as a result of restrictive covenants in such debt agreements; our ability to refinance our debt on reasonable terms and conditions as might be necessary from time to time, particularly in light of the recent instability in the credit markets; increasing LIBOR rates; changes in directory advertising spend and consumer usage; regulatory and judicial rulings; competition and other economic conditions; changes in the Company’s and the Company’s subsidiaries credit ratings; changes in accounting standards; adverse results from litigation, governmental investigations or tax related proceedings or audits; the effect of labor strikes, lock-outs and negotiations; successful integration and realization of the expected benefits of acquisitions; the continued enforceability of the commercial agreements with Qwest, Embarq and AT&T; our reliance on third-party vendors for various services; and other events beyond our control that may result in unexpected adverse operating results. RHD is not responsible for updating the information contained in this press release beyond the published date, or for changes made to this document by wire services or Internet service providers. This press release is being furnished to the SEC through a Form 8-K. The Company’s next 10-Q report to be filed with the SEC may contain updates to the information included in this release.

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