8-K

                       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): January 4, 2005

                           R.H. DONNELLEY CORPORATION
             (Exact name of registrant as specified in its charter)

          Delaware               1-07155                13-2740040
(State or other jurisdiction  (Commission   (I.R.S. Employer Identification No.)
     of incorporation)        File Number)

1001 Winstead Drive, Cary NC                                     27513
   (Address of principal                                      (Zip Code)
     executive offices)
                              R.H. DONNELLEY INC.*

             (Exact name of registrant as specified in its charter)

          Delaware              333-59287                36-2467635
(State or other jurisdiction  (Commission   (I.R.S. Employer Identification No.)
     of incorporation)        File Number)

1001 Winstead Drive, Cary NC                                   27513
   (Address of principal                                     (Zip Code)
     executive offices)

       Registrant's telephone number, including area code: (919) 297-1600


         (Former name or former address, if changed since last report.)


*R.H. Donnelley Inc. is a wholly owned subsidiary of R.H. Donnelley
Corporation. R.H. Donnelley Inc. became subject to the filing requirements of
Section 15(d) on October 1, 1998 in connection with the public offer and sale of
its 91/8% Senior Subordinated Notes, which Notes were redeemed in full on
February 6, 2004. In addition, R.H. Donnelley Inc. is the obligor of 8 7/8%
Senior Notes due 2010 and 10 7/8% Senior Subordinated Notes due 2012, and is now
subject to the filing requirements of Section 15 (d) as a result of such Notes.
As of January 1, 2005, 100 shares of R.H. Donnelley Inc. common stock, no par
value, were outstanding.

     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 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers

On January 5, 2005, R.H. Donnelley Corporation ("we" or the "Company") announced
that it had appointed Mr. Robert A. Gross as Vice President and Controller of
the Company, effective January 4, 2005. Mr. Gross succeeds Mr. Thomas D'Orazio,
who has decided to leave the Company to pursue other opportunities. A copy of
that press release is attached hereto as Exhibit 99.1.

Mr. Gross, age 44, previously served as Vice President - Finance of the Company
since September 2004 and, prior to the Company's acquisition of SBC
Communication Inc.'s directory publishing business in Illinois and Northwest
Indiana in September 2004, had served as Vice President and Chief Financial
Officer of The DonTech II Partnership, the Company's 50/50 perpetual partnership
with SBC since December 1997. Mr. Gross joined DonTech in October 1992 as
Manager of Budgets & Strategic Planning and was appointed Controller of DonTech
in March 1993. Mr. Gross beneficially owns 10,968 shares of our Common Stock.


                                   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/ Robert J. Bush
                                           -------------------------------------
                                           Robert J. Bush
                                           Vice President, General Counsel
                                               & Corporate Secretary

                                           R.H. Donnelley Inc.

                                    By:    /s/ Robert J. Bush
                                           -------------------------------------
                                           Robert J. Bush
                                           Vice President, General Counsel
                                               & Corporate Secretary

DATE: January 5, 2005

EX-99.1

                                                                    Exhibit 99.1

R.H. Donnelley Appoints Robert A. Gross Vice President and Controller

    CARY, N.C.--(BUSINESS WIRE)--Jan. 5, 2005--R.H. Donnelley
Corporation (NYSE: RHD), a leading yellow pages publisher and
directional media company, today announced that Robert A. Gross has
been appointed Vice President and Controller, effective January 4,
2005.
    Gross previously served as Vice President - Finance at R.H.
Donnelley since September 2004. Prior to the Company's acquisition of
SBC Communications Inc.'s directory publishing business in Illinois
and Northwest Indiana in September 2004, Gross had served as Vice
President and Chief Financial Officer of the DonTech II partnership,
the Company's 50/50 perpetual partnership with SBC since December
1997. Gross joined DonTech in October 1992 as Manager of Budgets and
Strategic Planning and was appointed Controller of DonTech in March
1993. Prior to joining DonTech, Gross held various roles of increasing
responsibility at G.R.I. Corporation and Continental Bank. Prior to
that, Gross worked in audit for Ernst & Whinney (now Ernst & Young).

    About R.H. Donnelley

    RHD publishes 389 directories, with total distribution of
approximately 28 million serving approximately 260,000 local and
national advertisers in 19 states. RHD publishes 260 directories under
the Sprint Yellow Pages(R) brand in 18 states with total distribution
of approximately 18 million serving approximately 160,000 local and
national advertisers, with major markets including Las Vegas, Nevada,
and Orlando and Ft. Myers, Florida. In addition, RHD publishes 129
directories under the SBC(R) Yellow Pages brand in Illinois and
Northwest Indiana with total distribution of approximately 10 million
serving approximately 100,000 local and national advertisers. RHD also
offers online city guides and search websites in its major Sprint
markets under the Best Red Yellow Pages(R) brand at www.bestredyp.com
and in the Chicago area at www.chicagolandyp.com. RHD also sells local
advertising in Illinois and Northwest Indiana onto SBC's
www.SMARTpages.com. For more information, please visit R.H. Donnelley
at www.rhd.com.

    Safe Harbor Provision

    Certain statements contained in this press release regarding R.H.
Donnelley's future operating results or performance or business plans
or prospects and any other statements not constituting historical fact
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," "should," "will,"
"planned," "estimated," "potential," "goal," "outlook," and similar
expressions, as they relate to R.H. Donnelley or its management, have
been used to identify such forward-looking statements. Without
limiting the generality of the foregoing, the statements under the
caption "Outlook" are forward-looking statements. Regardless of any
identifying phrases, these statements and all other forward-looking
statements reflect only R.H. Donnelley's current beliefs and
assumptions with respect to future business plans, prospects,
decisions and results, and are based on information currently
available to R.H. Donnelley. Accordingly, the statements are subject
to significant risks, uncertainties and contingencies which could
cause R.H. Donnelley's actual operating results, performance or
business plans or prospects to differ materially from those expressed
in, or implied by, these statements. Such risks, uncertainties and
contingencies are described in detail in Management's Discussion and
Analysis of Financial Condition and Results of Operations in the
Company's Annual Report on Form 10-K for the year ended December 31,
2003, as well as the Company's other periodic filings with the
Securities and Exchange Commission, and in summary and without
limitation include the following: (1) our ability to meet our
substantial debt service obligations; (2) restrictive covenants under
the terms our debt and convertible preferred stock agreements; (3)
usage of print yellow pages directories and changes in technology; (4)
competition in the yellow pages industry and other competitive media;
(5) our ability to successfully integrate the business recently
acquired from SBC; (6) reliance on and extension of credit to small-
and medium-sized businesses; (7) dependence on third party providers
of printing, distribution and delivery services and the sale of
advertising to national accounts; (8) general economic conditions and
consumer sentiment in our markets; and (9) fluctuations in the price
and availability of paper.

    CONTACT: R.H. Donnelley
             James M. Gruskin, 800-497-6329