X0201 42003-12-010 0000029669 DONNELLEY R R & SONS CO DNY 0001024921 WOLF STEPHEN M C/O MONICA FOHRMAN, SEC, RR DONNELLEY 77 WEST WACKER DRIVE CHICAGO 60601 1000Phantom Stock2003-12-014A045.0788ACommon Stock45.07884930.9237DThe phantom stock will be settled 100% in cash, payable annually in installments or in a lump sum, after the reporting person ceases to be a director.The phantom stock will be settled 100% in cash, payable annually in installments or in a lump sum, after the reporting person ceases to be a director.Common Stock, and rights to purchase Series A Junior Participating Preferred Stock attached thereto.One share of phantom stock is equal to one share of Common Stock.Dividend accruing on phantom stock account also credited in phantom stock.Jennifer Reiners, pursuant to Power of Attorney2003-12-03