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): September 18, 2007

R.H. DONNELLEY CORPORATION

(Exact name of registrant as specified in its charter)

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

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Item 8.01. Other Events

On September 18, 2007, R.H. Donnelley Corporation (the “Company”) issued a press release announcing that it intends to offer $650 million of its series A-4 senior notes to certain institutional investors in an offering exempt from the registration requirements of the Securities Act of 1933. Pursuant to Rule 135c of the Securities Act of 1933, the Company is filing herewith the press release issued September 18, 2007 as Exhibit 99.1 hererto.

All of the senior notes to be offered have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

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, dated September 18, 2007.

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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
Date: September 18, 2007	By:	/s/ Robert J. Bush
		Name: Robert J. Bush Title: Senior Vice President, General Counsel & Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Press Release, dated September 18, 2007.

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EX-99.1

R.H. Donnelley Corp. Announces Proposed Offering of $650 Million of Senior Notes

CARY, N.C. - September 18, 2007—R.H. Donnelley Corporation (NYSE: RHD; the “Company”), today announced that it intends to offer $650 million of its series A-4 senior notes to certain institutional investors in an offering exempt from the registered requirements of the Securities Act of 1933. The proceeds of the series A-4 senior notes are expected to be used to repurchase the $600 million of 10.875% senior subordinated notes issued by R.H. Donnelley Inc., a wholly owned subsidiary of the Company, to the extent such notes are tendered in the tender offer and consent solicitation. The Company may use a portion of the proceeds to later redeem any notes not tendered in the tender offer and consent solicitation. To the extent that at least a majority, but less than all, of the 10.875% senior subordinated notes are tendered in the tender offer and consent solicitation, the Company intends to use the remaining proceeds to repay a portion of the term loans outstanding under its credit agreement and for other general corporate purposes, including the payment of fees and expenses. The consummation of the offering is conditioned upon at least a majority in aggregate principal amount of the 10.875% senior subordinated notes being validly tendered in the tender offer and consent solicitation.

The senior notes will be offered to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S. The senior notes to be offered have not been registered under the Securities Act of 1933 (the “Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy such senior notes and is issued pursuant to Rule 135c under the Securities Act.