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):  December 31, 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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01.  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(a)           On December 31, 2008, R.H. Donnelley Corporation (the “Company”) was notified by the New York Stock Exchange (“NYSE”) that it no longer complies with NYSE continued listing requirements.  Specifically, the Company no longer complies with Rule 802.01B, which requires that the Company's average market capitalization over a consecutive 30-day trading period not be less than $25 million.  Accordingly, the NYSE determined that trading in our common stock on the NYSE should be suspended prior to the opening on January 2, 2009.

On December 31, 2008 the Company issued a press release stating that our common stock will begin to trade over-the-counter on the Pink Sheets on January 2, 2009. A copy of this press release is attached hereto as Exhibit 99.1 to this Form 8-K.

Item 9.01                      Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press Release issued December 31, 2008

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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:  December 31, 2008

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued December 31, 2008

EX-99.1

news release

Contacts:

Investors – James M. Gruskin

800/497-6329

Media – Tyler D. Gronbach

919/297-1541

R.H. DONNELLEY STOCK TO TRADE OVER THE COUNTER

CARY, N.C., December 31, 2008– R.H. Donnelley Corporation, one of the nation's leading Yellow Pages and online local commercial search companies, announced today that The New York Stock Exchange (NYSE) has determined that the trading in the common stock of R.H. Donnelley should be suspended in view of the fact that the Company did not maintain a market capitalization of at least $25 million over a consecutive 30 trading day period as required by the continued listing standards.  As a result of the suspension of the NYSE listing, R.H. Donnelley expects its common stock to begin trading over-the-counter (OTC) on the Pink Sheets beginning on January 2, 2009 under the symbol RHDC.  Pink Sheets provides the leading inter-dealer electronic quotation and trading system in the OTC securities market.

The Company’s operations remain healthy, and the NYSE listing suspension does not impair R.H. Donnelley’s ability to continue to operate on a business as usual basis as well as invest in new and enhanced online platforms and capabilities.

About R.H. Donnelley

R.H. Donnelley 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.

Safe Harbor Provision

Certain statements contained in this press release are "forward-looking statements" subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Where possible, the words "believe," "expect," "anticipate," "intend," "should," "will," "would," "plan," "may," "could," or the negative of such terms, or other comparable expressions, as they relate to RHD or its management, have been used to identify such forward-looking statements. All forward-looking statements reflect only RHD's current beliefs and assumptions with respect to the matters discussed, and are based on information currently available to RHD. Accordingly, the statements are subject to significant risks, uncertainties and contingencies, which could cause actual results to differ materially from the expectations expressed in, or implied by, these statements.

Factors that could cause actual results to differ materially from current expectations include risks and other factors described in RHD's publicly available reports filed with the SEC, which contain a discussion of various factors that may affect RHD's business or financial results. Such risks and other factors, which in some instances are beyond RHD's control, include: our ability to generate sufficient cash to service our significant debt levels; our ability to comply with or obtain modifications or waivers of the financial covenants contained in our debt agreements, and the potential impact to operations and liquidity as a result of restrictive covenants in such debt agreements; our ability to refinance our debt on reasonable terms and conditions as might be necessary from time to time, particularly in light of the recent instability in the credit markets; increasing LIBOR rates; changes in directory advertising spend and consumer usage; regulatory and judicial rulings; competition and other economic conditions; changes in the Company's and the Company's subsidiaries credit ratings; changes in accounting standards; adverse results from litigation, governmental investigations or tax related proceedings or audits; the effect of labor strikes, lock-outs and negotiations; successful integration and realization of the expected benefits of acquisitions; the continued enforceability of the commercial agreements with Qwest, Embarq and AT&T; our reliance on third-party vendors for various services; and other events beyond our control that may result in unexpected adverse operating results. RHD is not responsible for updating the information contained in this press release beyond the published date, or for changes made to this document by wire services or Internet service providers. This press release is being furnished to the SEC through a Form 8-K. The Company's next 10-Q report to be filed with the SEC may contain updates to the information included in this release.

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