SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Greenman Simon (Last) (First) (Middle) C/O R.H. DONNELLEY CORPORATION 1001 WINSTEAD DRIVE (Street) CARY NC 27513 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/31/2006	3. Issuer Name and Ticker or Trading Symbol R H DONNELLEY CORP [ RHD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior VP of Digital Strategy	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(1)	03/16/2014	Common Stock	31,101(2)	$10.78	D

Explanation of Responses:

1. Includes options with respect to 18,660.6 shares that are vested and fully exercisable; options with respect to 6,220.2 shares that will vest on December 31, 2007; and options with respect to 6,220.2 shares that will vest on December 31, 2008.

2. Mr. Greenman received options to purchase 31,101 shares of R.H. Donnelley Corporation common stock in exchange for options to purchase 72,200 shares of common stock, par value $0.01 per share, of Dex Media, Inc. at an exercise price of $4.64 per share in connection with the merger (the "Merger") of Dex Media, Inc. with and into Forward Acquisition Corp., a wholly owned subsidiary of R.H. Donnelley Corporation. In the Merger, each share of Dex Media, Inc. common stock outstanding immediately prior to the effective time of the Merger was converted into the right to receive .24154 of a share of R.H. Donnelley Corporation common stock and $12.30 in cash. The last reported closing price of R.H. Donnelley Corporation common stock prior to the effective time of the Merger was $64.01 per share. The last reported closing price of Dex Media, Inc. common stock prior to the effective time of the Merger was $27.72 per share.

	/s/ Robert J. Bush, Attorney in Fact for Reporting Person	02/07/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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