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): June 23, 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 June 23, 2008, R.H. Donnelley Corporation (the “Company”) issued a press release announcing that 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 2015 (the “New Notes”) in exchange for a portion of the Company’s outstanding notes expired at 12:00 midnight, New York City time, on June 20, 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 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 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 exhibits are filed with this report:

Exhibit No.	Exhibit Description
99.1	Press Release of R.H. Donnelley Corporation dated June 23, 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
Title:	Senior Vice President, General Counsel
	and Corporate Secretary

Date: June 23, 2008

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Press Release of R.H. Donnelley Corporation dated June 23, 2008.

EX-99.1

Exhibit 99.1

R.H. Donnelley Corporation and R.H. Donnelley Inc. Announce
Expiration of Exchange Offers

Cary, N.C., June 23, 2008 – R.H. Donnelley Corporation (NYSE: RHD; the “Company”) announced today that the concurrent exchange offers by R.H. Donnelley Inc. (“RHDI”) of its 11.75% Senior Notes due May 15, 2015 (the “New Notes”) in exchange for a portion of the Company’s outstanding notes expired at 12:00 midnight, New York City time, on Friday, June 20, 2008 (the “Expiration Time”).

As of the Expiration Time, the applicable principal amount of Old Notes (as defined below) set forth below had been tendered for exchange and not validly withdrawn:

						Principal amount of New Notes for each
						$1,000 principal amount of applicable
						Old Notes
Title of Outstanding Notes of the Company	Maximum Amount			Amount Tendered		Principal		Early		Total
to be Exchanged (collectively, the “Old	Offered for			for Exchange at the		Exchange		Participation		Exchange
Notes”)	Exchange1			Expiration Time1		Amount		Amount		Amount
6.875% Senior Notes due 2013	$	47,680,000	2	$	48,194,000	$	652.50	$	30.00	$	682.50
6.875% Series A-1 Senior Discount Notes due 2013	$	50,000,000		$	31,219,000	$	652.50	$	30.00	$	682.50
6.875% Series A-2 Senior Discount Notes due 2013	$	99,513,000	2	$	99,513,000	$	652.50	$	30.00	$	682.50
8.875% Series A-3 Senior Notes due 2016	$	300,000,000		$	151,161,000	$	675.00	$	30.00	$	705.00
8.875% Series A-4 Senior Notes due 2017	$	264,740,000	2	$	272,169,000	$	670.00	$	30.00	$	700.00

1

For purposes of the exchange offers, the amounts offered and tendered for exchange with respect to the 6.875% Senior Notes due 2013 (the “2013 Notes”), the 8.875% Series A-3 Senior Notes due 2016 and the 8.875% Series A-4 Senior Notes due 2017 (the “Series A-4 Notes”) 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 (the “Series A-2 Notes”) reflects the aggregate principal amount at maturity.

2

Prior to the Expiration Time, RHDI revised the maximum amount offered for exchange for certain of the concurrent exchange offers as follows: from $46,750,000 to $47,680,000 for the 2013 Notes, from $98,100,000 to $99,513,000 for the Series A-2 Notes and from $259,550,000 to $264,740,000 for the Series A-4 Notes. Because the additional amount of notes offered for exchange in each applicable exchange offer did not exceed two percent of the amount of notes subject to the applicable exchange offer, RHDI was not required to, and did not, extend the applicable exchange offers past the Expiration Time.

Upon settlement of the exchange offers, which is expected to occur on Wednesday, June 25, 2008, RHDI expects to:

• accept for exchange all of the Old Notes validly tendered for exchange as set forth in the table above (except as described below in the case of the 2013 Notes and the Series A-4 Notes);

• issue to the holders of Old Notes whose securities have been accepted for exchange New Notes in an aggregate principal amount of approximately $412.9 million; and

• pay to holders whose Old Notes are accepted for exchange cash in an amount equal to the accrued and unpaid interest to, but not including, the settlement date with respect to the Old

Notes accepted for exchange and, in certain circumstances, pay cash in lieu of fractions of New Notes.

With respect to the 2013 Notes, such notes will be accepted on a pro rata basis according to the principal amount of the 2013 Notes validly tendered prior to the Expiration Time and the maximum amount offered for exchange with respect to the 2013 Notes. With respect to the Series A-4 Notes, such notes will be accepted on a pro rata basis according to the principal amount of the Series A-4 Notes validly tendered prior to the Expiration Time and the maximum amount offered for exchange with respect to the Series A-4 Notes. Assuming all 2013 Notes and Series A-4 Notes tendered for exchange prior to the Expiration Time were validly tendered, such proration is expected to result in the acceptance of approximately 98.9% of the 2013 Notes that were tendered prior to the Expiration Time and the acceptance of approximately 97.3% of the Series A-4 Notes that were tendered prior to the Expiration Time.

Consummation of the exchange offers is subject to certain conditions that must also be satisfied or waived in the applicable exchange offer.

The New Notes will be issued only 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.

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.