SEC FORM 3

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^*

Attwood James A Jr

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

520 MADISON AVE., 41ST FLOOR

(Street)

NEW YORK

10022

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)

Explanation of Responses:

Remarks:

No securities are beneficially owned. Mr. Attwood is associated with TCG Holdings, LLC ("TCG") and its affiliated companies. Shares of common stock of R.H. Donnelley Corporation (the "Issuer") are beneficially owned by TCG. Carlyle Partners III, LP, CP III Coinvestment, LP, Carlyle-Dex Partners LP, Carlyle-Dex Partners II LP (together, the "Carlyle Funds") and Carlyle High Yield Partners, LP collectively directly hold 9,424,360 shares of common stock, par value $1.00, of R.H. Donnelley Corporation (the "Common Stock"). TC Group, LLC exercises investment discretion and control over the shares directly held by each of the Carlyle Funds through its indirect subsidiary TC Group III, LP, which is the sole general partner of each of the Carlyle Funds. TC Group, LLC exercises investment discretion and control over the shares indirectly held by Carlyle High Yield Partners, LP through its indirect subsidiary TCG High Yield LLC, which is the sole general partner of Carlyle High Yield Partners, LP. TC Group LLC is the sole managing member of each of TC Group III, LLC and TCG High Yield Holdings LLC. TC Group III, LLC is the sole general partner of TC Group III, LP and TCG High Yield Holdings LLC is the managing member of TCG High Yield LLC. TCG Holdings, LLC, a Delaware limited liability company, is the sole managing member of TC Group, LLC, and, in such capacity, exercises investment discretion and control of the shares beneficially owned by TC Group, LLC. Pursuant to Rule 16a-1(a)(4) promulgated under the Securities Exchange Act of 1934, as amended, Mr. Attwood states that this filing shall not be deemed an admission that he is the beneficial owner of, or has any pecuniary interest in, any of the securities of R.H. Donnelley Corporation covered by this statement. Mr. Attwood disclaims beneficial ownership of the Common Stock that may be deemed beneficially owned by TCG, the Carlyle Funds and their affiliated companies.

No securities are beneficially owned.

	/s/ John Harris, Attorney in Fact for Reporting Person	02/10/2006
	** 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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