Exhibit 24.1




                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, constitutes and appoints David C. Swanson, Steven M. Blondy and Robert J.
Bush and each of them, our true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, to do any and all acts and things
and execute, in the name of the undersigned, any and all instruments which said
attorneys-in-fact and agents may deem necessary or advisable in order to enable
R. H. Donnelley Corporation, a Delaware corporation (the "Company") to comply
with the Securities Act of 1933 (the "Securities Act") and any requirements of
the Securities and Exchange Commission in respect thereof, in connection with
the filing with the Securities and Exchange Commission of the Registration
Statement on Form S-3 under the Securities Act relating to the registration for
offer and sale of the debt and/or equity securities of the Company, including
specifically but without limitation, power and authority to sign the name of the
undersigned to such Registration Statement, and any amendments and supplements
to such Registration Statement (including pre-effective and post-effective
amendments and supplements or any additional registration statement filed
pursuant to Rule 462 promulgated under the Securities Act), and to file the same
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, to sign any and all applications,
registration statements, notices or other documents necessary or advisable to
comply with applicable state securities laws, and to file the same, together
with other documents in connection therewith with the appropriate state
securities authorities, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and to perform each and every act
and thing requisite or necessary to be done in and about the premises, as fully
and to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

     This Power of Attorney may be executed in multiple counterparts, each of
which shall be deemed an original.





                                   SIGNATURES



                                                                          
    /s/ Frank R. Noonan                     Chairman of the Board               May 30, 2002
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 (Frank R. Noonan)


    /s/ David C. Swanson                    Chief Executive Officer             May 30, 2002
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 (David C. Swanson)                         (Principal Executive Officer)


    /s/ Steven M. Blondy                    Senior Vice President and           May 30, 2002
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 (Steven M. Blondy)                         Chief Financial Officer
                                            (Principal Financial Officer)


    /s/ William C. Drexler                  Vice President and Controller       May 30, 2002
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 (William C. Drexler)                       (Principal Accounting Officer)


    /s/ Kenneth G. Campbell                 Director                            May 30, 2002
-------------------------------
 (Kenneth G. Campbell)


    /s/ Robert Kamerschen                   Director                            May 30, 2002
-------------------------------
 (Robert Kamerschen)


    /s/ Peter J. McDonald                   Director                            May 30, 2002
-------------------------------
(Peter J. McDonald)


    /s/ Carol J. Parry                      Director                            May 30, 2002
-------------------------------
 (Carol J. Parry)

    /s/ Barry Lawson Williams               Director                            May 30, 2002
-------------------------------
 (Barry Lawson Williams)