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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Attwood James A Jr (Last) (First) (Middle) C/O THE CARLYLE GROUP 520 MADISON AVENUE, 41ST FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol R H DONNELLEY CORP [ RRD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Former Director
	3. Date of Earliest Transaction (Month/Day/Year) 11/14/2006
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/14/2006		D(1)		1,500(1)(2)(3)(4)(5)	D(1)(2)(3)(4)(5)	$0	0(2)(3)(4)(5)	D(2)(3)(4)(5)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$54.47	11/14/2006		J(1)			1,500(1)(2)(3)(4)(5)	(6)	(6)	Common Stock	1,500	$0	0(2)(3)(4)(5)	D(2)(3)(4)(5)

Explanation of Responses:

1. Mr. Attwood's ownership of the shares of common stock and stock options of R.H. Donnelley Corporation (the "Issuer") was subject to his continuing service on the Board of Directors (the "Board") of the Issuer. Mr. Attwood tendered his resignation of service on the Board to the Issuer, effective November 14, 2006, which resulted in the forfeiture of such shares and stock options.

2. Mr. Attwood is associated with TCG Holdings, LLC, a Delaware limited liability company ("TCG") and its affiliated companies. The 9,424,360 shares of common stock of the Issuer deemed beneficially owned by TCG were disposed of on November 14, 2006 pursuant to an underwriting agreement (the "Underwriting Agreement"), dated November 9, 2006, among the Issuer, Lehman Brothers, Inc. and the selling shareholders named therein.

3. Carlyle Partners III, LP directly held 5,922,560 shares, CP III Coinvestment, LP directly held 208,227 shares, Carlyle-Dex Partners LP directly held 1,270,302 shares, and Carlyle-Dex Partners II LP directly held 1,731,856 shares of common stock (together, the "Carlyle Funds"). All of such shares held by the Carlyle Funds were disposed of on November 14, 2006 pursuant to the Underwriting Agreement. TCG 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 is the sole managing member of the TC Group III, LLC, which is the sole general partner of TC Group III, LP.

4. Carlyle High Yield Partners, LP directly held 291,415 shares of common stock. All of such shares held by Carlyle High Yield Partners, LP were disposed of on November 14, 2006 pursuant to the Underwriting Agreement. TCG exercises investment discretion and control over the shares directly 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 TCG High Yield Holdings, LLC. TCG High Yield Holdings, LLC is the sole managing member of TCG High Yield, LLC.

5. TCG 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.

6. N/A

	/s/ James A. Attwood, Jr	11/15/2006
	** 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 4 (b)(v).
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