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): March 30, 2009

R.H. DONNELLEY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 1-07155
(Commission
File Number) 13-2740040
(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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     (b) On March 30, 2009, Michael Connors provided R. H. Donnelley Corporation (the “Company”) with written notice of his decision to resign as a Company director effective immediately. On April 2, 2009, Nancy Cooper provided the Company with written notice of her decision to resign as a Company director following the next regularly-scheduled Board of Directors meeting later this month. Both cited increased business and other commitments as reasons for stepping down.

     (d) On April 1, 2009, E. Thayer Bigelow, Jr. and Ron Rittenmeyer were elected as members of the Board of Directors of the Company. Mr. Bigelow and Mr. Rittenmeyer are expected to join the Board’s Audit and Finance Committee following the next regularly-scheduled Board of Directors meeting later this month.

A copy of the press release announcing the foregoing resignations and elections is attached as Exhibit 99.1 and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     (a) On April 1, 2009, the Board of Directors of the Company approved an amendment to the Company’s Fourth Amended and Restated Bylaws (the “Bylaws”). The amendment consists of the addition of a new Article XI to the Bylaws providing for mandatory advancement of defense costs incurred by any Company director or officer in defending any action, suit or proceeding in advance of its final disposition upon receipt by the Company of an undertaking by such director or officer to repay all amounts advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Company under the Company’s Certificate of Incorporation or otherwise.

The text of new Article XI of the Company’s Fourth Amended and Restated Bylaws is attached as Exhibit 3.2 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
3.2	Text of Amended Article XI of the Fourth Amended and Restated Bylaws of R.H. Donnelley Corporation
99.1	Press Release issued April 3, 2009

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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: April 3, 2009

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EXHIBIT INDEX

Exhibit No.	Description
3.2	Text of Amended Article XI of the Fourth Amended and Restated Bylaws of R.H. Donnelley Corporation
99.1	Press Release issued April 3, 2009

EX-3.2

EXHIBIT 3.2

ARTICLE XI
Indemnification

          Section 1. Indemnification of Directors and Officers. Directors and officers of the corporation shall be entitled to indemnification as provided in the corporation’s Certificate of Incorporation.

          Section 2. Repayment of Expenses. The corporation shall pay or reimburse (on an unsecured basis) the reasonable expenses (including attorney fees) incurred by any director or officer of the corporation in defending any action, suit or proceeding, whether civil, criminal or investigative, as contemplated by Article SIXTH of the corporation’s Certificate of Incorporation in advance of its final disposition if the corporation has received an undertaking by the person receiving such payment or reimbursement to repay all amounts advanced if it should be ultimately determined that he or she is not entitled to be indemnified under Article SIXTH of the corporation’s Certificate of Incorporation or otherwise.

          Section 3. Non-Exclusivity of Rights. The rights conferred on any person by Article SIXTH of the corporation’s Certificate of Incorporation or this Article XI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these By-laws, agreement, vote of stockholders or disinterested directors or otherwise.

          Section 4. Amendment or Repeal. Any repeal or modification of any provisions of this Article XI shall not adversely affect any right or protection of any person in respect of any event, act or omission occurring prior to the time of such repeal or modification (regardless of when any proceeding (or part thereof) relating to such event, act or omission arises or is first threatened, commenced or completed).

EX-99.1

Exhibit 99.1

FOR MORE INFORMATION
Media Contact:
Mike Truell
919-297-1772
mike.truell@rhd.com

R.H. Donnelley Appoints Thayer Bigelow and Ron Rittenmeyer
To The Board of Directors

CARY, N.C., April 3, 2009 – R.H. Donnelley Corporation, one of the nation’s leading local commercial search companies, today announced that Thayer Bigelow and Ron Rittenmeyer have joined the company’s board effective April 1, 2009.

Bigelow is an experienced senior executive from the cable television industry and is currently the managing general partner of Bigelow Media, LLC, a media investment and consulting firm.

During his tenure with Time Inc. and Time Warner, Bigelow served as president and chief executive officer of Time Warner Cable Programming; interim CEO of Court Room Television Network; president and COO of HBO; president of American Television and Communications; and CFO for Time Inc. Aside from his senior leadership experience, Bigelow has significant Board experience with companies including Adelphia Communications, Crane Co. and Lord Abbett & Co.

Bigelow received his bachelor’s degree from Trinity College, and a master’s in business administration from the University of Virginia Colgate Darden Business School.

Rittenmeyer is the former president and chief executive officer of EDS, which was sold to Hewlett-Packard (HP) in August of 2008. Before the acquisition, Rittenmeyer directed a company-wide business transformation that increased the organization’s productivity and quality, while instilling accountability at every level of the organization. Prior to the HP acquisition, Rittenmeyer also served as chairman of the board of directors for EDS.

Rittenmeyer has held senior leadership positions across multiple industries. He served as managing director of The Cypress Group, a private equity firm; chairman, CEO and president of Safety-Kleen, Inc.; CEO and president of AmeriServe; chairman, CEO and president of RailTex, Inc.; president and COO of Ryder TRS, Inc.; president and COO of Merisel; COO of Burlington Northern Railroad; and a variety of senior management roles with PepsiCo’s Frito Lay and PepsiCo’s Foods International Divisions.

Rittenmeyer received his bachelor’s degree in commerce and economics from Wilkes University, and a master’s in business administration from Rockhurst University.

“We’re pleased to have Thayer and Ron join the board of directors. Their respective backgrounds and strong leadership will certainly complement the wealth of experience we currently have on our board,” said David C. Swanson, chairman and CEO of R.H. Donnelley. “Both men have direct experience in helping organizations strengthen their financial position and we look forward to working with them.”

The company also announced that Mike Connors has resigned from the board effective March 30 and that Nancy Cooper will be leaving the board following the next regularly-scheduled board meeting later this month. Connors, chairman and CEO of Information Services Group, Inc., and Cooper, executive vice president and chief financial officer of CA, Inc., both cited increased business and other commitments as reasons for stepping down.

“On behalf of the board of directors and our entire organization, I would like to thank Mike and Nancy for their valued input and support. They have both made meaningful contributions to the organization and we certainly wish them the best of luck going forward,” Swanson said.

About R.H. Donnelley

R.H. Donnelley (OTC: RHDC) 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.

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