SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BEDNARZ GEORGE F

(Last)

(First)

(Middle)

1 MANHATTANVILLE ROAD

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
R H DONNELLEY CORP [ RHD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP - Pub., IT & Corp. Planning

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2004

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/11/2004		A		1,802	A	$0	4,552	D
Common Stock	03/11/2004		A		3,930	A	$43.154	13,795	I	by Trust⁽¹⁾
Common Stock	03/11/2004		F		58	D	$43.154	13,737	I	by Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$9.986							12/21/1995	12/21/2004	Common Stock	9,250		9,250	D
Non-Qualified Stock Option (right to buy)	$11.102							11/15/1997	11/15/2006	Common Stock	19,894		19,894	D
Non-Qualified Stock Option (right to buy)	$11.59							12/23/1997	12/23/2006	Common Stock	6,148		6,148	D
Non-Qualified Stock Option (right to buy)	$11.7895							12/20/1996	12/20/2005	Common Stock	7,834		7,834	D
Non-Qualified Stock Option (right to buy)	$14.7465							12/22/1998	12/22/2007	Common Stock	15,307		15,307	D
Non-Qualified Stock Option (right to buy)	$15.3125							07/14/1999	07/14/2008	Common Stock	15,840		15,840	D
Non-Qualified Stock Option (right to buy)	$16.5313							02/22/2001	02/22/2010	Common Stock	5,368		5,368	D
Non-Qualified Stock Option (right to buy)	$24.75							01/31/2002	01/31/2011	Common Stock	2,684		2,684	D
Non-Qualified Stock Option (right to buy)	$25.54							⁽²⁾	10/25/2009	Common Stock	82,000		82,000	D
Non-Qualified Stock Option (right to buy)	$26.585							02/13/2003⁽³⁾	02/13/2012	Common Stock	12,000		12,000	D
Non-Qualified Stock Option (right to buy)	$41.095							02/26/2005⁽⁴⁾	02/26/2011	Common Stock	23,900		23,900	D

Explanation of Responses:

1. Newly - acquired shares held in Trust pursuant to Company's Deferred Compensation Plan.

2. The options vest in 25% increments annually commencing as of 10/25/03, subject to certain conditions, including the closing of the Sprint Publishing & Advertising acquisition.

3. In four equal annual installments beginning on date shown.

4. In three equal annual installments beginning on date shown.

	George F Bednarz	03/15/2004
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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