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): April 10, 2009

R.H. DONNELLEY CORPORATION

(Exact name of registrant as specified in its charter)

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

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.

On April 13, 2009, R.H. Donnelley Corporation (the “Company”) announced the appointment of Sylvester J. Johnson as Vice President, Corporate Controller and Chief Accounting Officer of the Company, effective immediately. Johnson replaces Robert J. Bush who was serving as Interim Controller through April 10, 2009. A copy of the press release issued in connection with the appointment is attached as Exhibit 99.1 to this Form 8-K.

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

On April 14, 2009, the Board of Directors of the Company approved an amendment to Article I, Section 2 of the Company’s Fourth Amended and Restated Bylaws (the “Bylaws”), which provides that special meetings of the stockholders may be held only upon the call of the Board, the Chairman of the Board or the President of the Company.

The text of Article I, Section 2 of the Bylaws, as amended, 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 Article I, Section 2 of the Fourth Amended and Restated Bylaws of R.H. Donnelley Corporation, as amended on April 14, 2009
99.1	Press release of the Company dated April 13, 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 15, 2009

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EXHIBIT INDEX

Exhibit No.	Description
3.2	Text of Article I, Section 2 of the Fourth Amended and Restated Bylaws of R.H. Donnelley Corporation, as amended on April 14, 2009
99.1	Press release of the Company dated April 13, 2009

EX-3.2

EXHIBIT 3.2

AMENDMENT TO FOURTH AMENDED AND RESTATED
R.H. DONNELLEY CORPORATION BYLAWS

          Article I, Section 2 of the Fourth Amended and Restated R.H. Donnelley Corporation Bylaws is amended and restated to read in its entirety as follows:

          Section 2. Special meetings of the stockholders may be held upon call of the Board, the Chairman of the Board or the President at such time and at such place within or without the State of Delaware, as may be fixed by the Board, the Chairman of the Board or the President, as the case may be, and as may be stated in the notice setting forth such call. The business transacted at a special meeting of the stockholders shall be limited to the purpose or purposes stated in the notice of the meeting

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

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

R.H. Donnelley Appoints Sylvester J. Johnson as Chief Accounting Officer

CARY, N.C., April 13, 2009 — R.H. Donnelley, one of the nation’s leading local commercial search companies, today announced the appointment of Sylvester J. Johnson as vice president, corporate controller and chief accounting officer. Johnson will be based in the company’s Cary, N.C. headquarters and report to R.H. Donnelley Executive Vice President and Chief Financial Officer Steven M. Blondy.

With more than 25 years of public accounting and financial leadership experience, Johnson most recently served as vice president and controller for 7-Eleven, Inc., a $14 billion multi-national retailer. Prior to joining 7-Eleven, Inc., Johnson was vice president of finance for The Dallas Morning News, senior finance manager for Yum! Brands Inc./Pepsico, Inc., and held various accounting roles at PricewaterhouseCoopers.

Johnson, 49, holds a bachelor’s degree in accounting from The University of Notre Dame, and a Masters of Business Administration from Bellarmine University in Louisville, Ky.

“Sly’s proven track record speaks for itself — he’s been successful throughout his career enhancing accounting and financial operations at large, well-recognized enterprises,” Blondy said. “His experience and leadership make him an ideal fit for R.H. Donnelley. We’re excited to have him strengthen our team.”

“With its rich tradition and solid business model, R.H. Donnelley is the local search leader in the markets it services,” Johnson said. “I’m delighted to join the company — one with such strong cash flow — and expect to make an immediate positive impact.”

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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