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): May 22, 2008

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 8.01. Other Events.

     On May 22, 2008, R.H. Donnelley Corporation (the “Company”) issued a press release to announce the interim results of the concurrent exchange offers by R.H. Donnelley Inc. (“RHDI”), a wholly owned subsidiary of the Company, to issue its 11.75% Senior Notes due May 15, 2015 (the “New Notes”) in exchange for a portion of the Company’s outstanding notes. The Company and RHDI also announced that RHDI has extended the early participation deadline for each of the exchange offers until 12:00 midnight, New York City time, on June 6, 2008.

     A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

     The New Notes have not been and will not be registered under the Securities Act of 1933 or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and any applicable state securities laws.

     This report shall not constitute an offer to purchase any securities or a solicitation of an offer to sell any securities and is issued pursuant to Rule 135c under the Securities Act of 1933. The exchange offers are being made only pursuant to a confidential offering memorandum and related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

          The following exhibit is filed with this report:

Exhibit No.		Exhibit Description
	99.1	Press Release of R.H. Donnelley Corporation dated May 22, 2008.

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 thereunto duly authorized.

	R.H. DONNELLEY CORPORATION
	/s/ Mark W. Hianik
	Name:	Mark W. Hianik
Date: May 23, 2008	Title:	Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.		Exhibit Description
	99.1	Press Release of R.H. Donnelley Corporation dated May 22, 2008.

EX-99.1

Exhibit 99.1

R.H. Donnelley Corporation and R.H. Donnelley Inc. Announce
Interim Results of Refinancing of Senior Notes of
R.H. Donnelley Corporation Through Exchange Offers
And Extension of Early Participation Deadline

Cary, N.C., May 22 — R.H. Donnelley Corporation (NYSE: RHD) (the “Company”) announced today the interim results of the exchange offers by R.H. Donnelley Inc. (“RHDI”) to issue its 11.75% Senior Notes due May 15, 2015 (the “New Notes”) in exchange for a portion of the Company’s outstanding notes. As of 5:00 p.m., New York City time, on May 21, 2008, a total of $550.5 million principal amount of Old Notes (as defined below) had been tendered in the exchange offers.

The Company and RHDI also announced that RHDI has extended the early participation deadline for each of the exchange offers until 12:00 midnight, New York City time, on June 6, 2008 (the “Early Participation Deadline”), which is the expiration time of the exchange offers unless extended by RHDI (the “Expiration Date”). Holders of Old Notes whose tenders are accepted by RHDI will receive, subject to proration, the applicable total exchange amount set forth below:

			Principal amount of New Notes for each
			$1,000 principal amount of
			applicable Old Notes
Title of Outstanding Notes
of the Company to be	Maximum Amount		Principal		Early		Total
Exchanged (collectively, the	Offered for		Exchange		Participation		Exchange
“Old Notes”)	Exchange*		Amount		Amount		Amount
6.875% Senior Notes due 2013	$	35,000,000	$	652.50	$	30.00	$	682.50
6.875% Series A-1 Senior Discount Notes due 2013	$	50,000,000	$	652.50	$	30.00	$	682.50
6.875% Series A-2 Senior Discount Notes due 2013	$	90,000,000	$	652.50	$	30.00	$	682.50
8.875% Series A-3 Senior Notes due 2016	$	300,000,000	$	675.00	$	30.00	$	705.00
8.875% Series A-4 Senior Notes due 2017	$	225,000,000	$	670.00	$	30.00	$	700.00

* For purposes of the exchange offers, the amount offered for exchange with respect to the 6.875% Senior Notes due 2013, the 8.875% Series A-3 Senior Notes due 2016 and the 8.875% Series A-4 Senior Notes due 2017 reflects the aggregate principal amount outstanding at March 31, 2008, and the amount offered for exchange with respect to the 6.875% Series A-1 Senior Discount Notes due 2013 and the 6.875% Series A-2 Senior Discount Notes due 2013 reflects the aggregate principal amount at maturity.

Holders of the Old Notes who validly tender their Old Notes prior to the Early Participation Deadline, as extended, and whose Old Notes are accepted for exchange, will be entitled to receive an early participation amount of $30.00 in principal amount of New Notes per $1,000 principal amount of Old Notes accepted for exchange. RHDI has not extended the withdrawal deadline for tenders of Old Notes and holders no longer have the right to withdraw any Old Notes previously tendered or tendered through the Expiration Date.

In the event that the principal amount of Old Notes of any series tendered prior to the Expiration Date exceeds the maximum amount offered for exchange for that series, Old Notes will be accepted on a pro rata basis by series according to the principal amount of such series validly tendered prior to the Expiration Date and accepted for exchange. Final proration of tenders of the Old Notes will be determined based on the total amount of Old Notes of each series validly tendered and accepted for exchange.

Consummation of the exchange offers is subject to certain conditions, including, without limitation, the successful completion of an amendment to RHDI’s credit facility and certain additional conditions, which must also be satisfied or waived in the applicable exchange offer.

The exchange offers are only being made, and copies of the exchange offer documents will only be made available, to holders of Old Notes that have certified certain matters to RHDI, including their status as either “qualified institutional buyers”, as that term is defined in Rule 144A under the Securities Act of 1933, or persons other than “U.S. persons”, as that term is defined in Rule 902 under the Securities Act of 1933 (collectively, “Eligible Holders”). Eligible Holders may request documents by contacting the information agent, MacKenzie Partners, Inc., at (toll-free) 800-322-2885 or (collect) 212-929-5500.

The New Notes have not been and are not expected to be registered under the Securities Act of 1933 or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or any applicable exemption from the registration requirements of the Securities Act of 1933 and any applicable state securities laws.

This press release shall not constitute an offer to purchase any securities or a solicitation of an offer to sell any securities and is issued pursuant to Rule 135c under the Securities Act of 1933. The exchange offers are being made only pursuant to a confidential offering memorandum and related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.