S-8

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

R.H. DONNELLEY CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	13-2740040
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or Organization)
1001 Winstead Drive, Cary, North Carolina	27513
(Address of Principal Executive Offices)	(Zip Code)

R.H. Donnelley Corporation
Deferred Compensation Plan

(Full Title of the Plan)

Robert J. Bush, Esq.
Senior Vice President, General Counsel and Corporate Secretary
R.H. Donnelley Corporation
1001 Winstead Drive
Cary, North Carolina 27513

(Name and Address of Agent for Service)

(919) 297-1600

(Telephone Number, Including Area Code, of Agent for Service)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Amount To Be Registered (1)	Proposed Maximum Offering Price Per Obligation (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee (3)
Deferred Compensation Obligations (1)	$10,000,000	100%	$10,000,000	$1,070

(1)     The Deferred Compensation Obligations are unsecured obligations of R.H. Donnelley Corporation (“RHD”) to pay deferred compensation in the future in accordance with the terms of the R.H. Donnelley Corporation Deferred Compensation Plan (the “Plan”).

(2)     Estimated solely for the purpose of determining the registration fee.

(3)     This Registration Statement registers an additional $10 million of Deferred Compensation Obligations to be offered under the Plan. $6.7 million of Deferred Compensation Obligations under the Plan were previously registered by RHD on Form S-8 Registration Statement No. 333-91613 (filed on November 24, 1999). In connection therewith, RHD paid an aggregate registration fee of $616.40. In connection with this Registration Statement, RHD is paying a fee based solely on the $10 million additional Deferred Compensation Obligations of RHD being registered.

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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents previously filed by RHD with the SEC are incorporated by reference herein and shall be deemed a part hereof:

(a)	The Annual Report of RHD on Form 10-K for the fiscal year ended December 31, 2005, filed with the SEC on March 16, 2006 (File/Film No. 001-07155/06690085), pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”).
(b)	The Quarterly Reports of RHD on Form 10-Q for the fiscal quarters ended March 31, 2006, filed with the SEC on May 10, 2006 (File/Film No. 001-07155/06827366), June 30, 2006, filed with the SEC on August 9, 2006 (File/Film No. 001-07155/061017480), and September 30, 2006, filed with the SEC on November 8, 2006 (File/Film No. 001-07155/061195955), pursuant to Section 13(a) or 15(d) of the Exchange Act.
(c)	The Current Reports of RHD on Form 8-K, filed with the SEC on January 6, 2006 (File/Film No. 001-07155/06514923), January 26, 2006 (File/Film No. 001-07155/06551809), February 1, 2006 (File/Film No. 001-07155/06567719), February 2, 2006 (File/Film No. 001-07155/06572280), February 6, 2006 (File/Film No. 001-07155/06582676), February 23, 2006 (File/Film No. 001-07155/06638690), April 6, 2006 (File/Film No. 001-07155/06744449), April 21, 2006 (File/Film No. 001-07155/06773543), April 24, 2006 (File/Film No. 001-07155/06774614), April 28, 2006 (File/Film No. 001-07155/06788339), May 4, 2006 (File/Film No. 001-07155/06805441), May 19, 2006 (File/Film No. 001-07155/06854530), November 3, 2006 (File/Film No. 001-07155/061185458), November 14, 2006 (File/Film No. 001-07155/061211104) and November 17, 2006 (File/Film No. 001-07155/061226915) and on Form 8-K/A, filed with the SEC on April 18, 2006 (File/Film No. 001-07155/06764901), pursuant to Section 13(a) or 15(d) of the Exchange Act.
(d)	All other reports filed by RHD with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2005.

     All documents filed by RHD pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment hereto which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or

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supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

     The Plan provides eligible employees of RHD and its subsidiaries with an opportunity to defer a portion of their compensation. The Deferred Compensation Obligations of RHD under the Plan being registered hereunder (collectively, the “Obligations”) will be unsecured general obligations of RHD to pay the principal amount of compensation deferred in accordance with the terms of the Plan. The Obligations will rank equally with other unsecured and unsubordinated indebtedness of RHD from time to time outstanding. The Obligations will be paid from the general assets of RHD. The Obligations will be denominated and payable in United States dollars.

     The amount of compensation to be deferred by each participant in the Plan will be based on elections by the participant in accordance with the terms of the Plan. Under the Plan, the principal amounts deferred by the participant will be credited to a notional account maintained by RHD for the participant. The participant’s account will be indexed to one or more investment alternatives selected by the participant from a range of such alternatives (not including RHD’s Common Stock), and the account will increase or decrease based on the investment returns of the chosen investment alternatives. RHD may, but is not obligated to, purchase and hold one or more of the investment alternatives. The amount credited to the account, representing the Obligations as adjusted for hypothetical investment returns, generally will be payable following the participant’s death, other termination of employment or on such other date as the participant elects in advance (such as a change in control) and in the form elected in advance by the participant in accordance with the terms of the Plan. Each participant may designate a beneficiary to receive benefits under the Plan upon the participant’s death.

     The Obligations will be unfunded, and participants will have no ownership or security interest in any of the assets of RHD or its subsidiaries in connection with the deferred compensation or the potential investment returns under any of the various investment alternatives. A participant in the Plan may not sell, assign, transfer, pledge or otherwise encumber any amounts credited to his or her account under the Plan. RHD reserves the right to amend or terminate the Plan at any time, except that no such amendment or termination shall reduce any amounts already credited to a participant’s account under the Plan.

Item 5. Interests of Named Experts and Counsel.

     The validity of the Obligations will be passed upon for RHD by Robert J. Bush, Senior Vice President, General Counsel and Corporate Secretary of RHD. As of December 8, 2006, Mr. Bush held 5,051 shares of RHD’s Common Stock and had been granted options to purchase another 94,362 shares of RHD’s Common Stock and stock appreciation rights with respect to another 97,596 shares of RHD’s Common Stock. As of November 30, 2006, Mr. Bush also had a total account balance of $740,431.26 under the Plan.

Item 6. Indemnification of Directors and Officers.

     Our certificate of incorporation provides that we will indemnify, to the full extent permitted or authorized under applicable law, as it may from time to time be amended and

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including Delaware General Corporation Law Section 145, any person made party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a member of our board or an officer. We may indemnify, to the extent permitted or authorized under applicable law, as it may from time to time be amended and including Delaware General Corporation Law Section 145, any person made a party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was an employee or agent of ours, or is or was serving at its request as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnification provided by our certificate of incorporation is not exclusive of any other rights to which any person seeking indemnification may be entitled under our bylaws, any agreement, vote of stockholders or disinterested directors or otherwise. This extends to both his or her official actions and his or her actions in another capacity while holding a position with us. Further, coverage shall continue as to a person who has ceased to be our director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators.

     Section 145 of the Delaware General Corporation Law provides as follows:

     (a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

     (b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon

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application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

     (c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

     (d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

     (e) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

     (g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

     (h) For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or

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agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

     (i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

     (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

     (k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).

     In accordance with our certificate of incorporation, we have purchased directors’ and officers’ liability insurance that covers certain liabilities and expenses of our directors and officers.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The Exhibits to this Registration Statement are listed in the Index to Exhibits which immediately follows the signature pages hereto.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

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(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which is registered) and any deviation from the low or high of the estimated maximum range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in “Calculation of Registration Fee” table in the effective registration statement; and
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

	Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the

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offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

[SIGNATURES ON FOLLOWING PAGE]

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SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cary, State of North Carolina, on December 8, 2006.

R.H. DONNELLEY CORPORATION
By:	/s/ Robert J. Bush
Name:	Robert J. Bush
Title:	Senior Vice President, General Counsel and Corporate Secretary

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven M. Blondy and Robert J. Bush, and each of them (with full power each to act alone), as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto and all documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ David C. Swanson David C. Swanson	Director, Chairman and Chief Executive Officer (Principal Executive Officer)	December 8, 2006
/s/ Steven M. Blondy Steven M. Blondy	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	December 8, 2006
/s/ Jeffrey A. Smith Jeffrey A. Smith	Vice President and Controller (Principal Accounting Officer)	December 8, 2006
/s/ Michael P. Connors Michael P. Connors	Director	December 8, 2006

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/s/ Robert Kamerschen Robert Kamerschen	Director	December 8, 2006
/s/ Nancy E. Cooper Nancy E. Cooper	Director	December 8, 2006
R. Glenn Hubbard	Director	December 8, 2006
/s/ Russell T. Lewis Russell T. Lewis	Director	December 8, 2006
/s/ Alan F. Schultz Alan F. Schultz	Director	December 8, 2006
/s/ David M. Veit David M. Veit	Director	December 8, 2006
/s/ Barry Lawson Williams Barry Lawson Williams	Director	December 8, 2006
/s/ Edwina D. Woodbury Edwina D. Woodbury	Director	December 8, 2006

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INDEX TO EXHIBITS

Exhibit
No.	Description
4.1	R.H. Donnelley Corporation Deferred Compensation Plan, dated as of November 1, 1999, incorporated by reference to Exhibit 4.01 to RHD’s Registration Statement on Form S-8 filed with the SEC on November 24, 1999 (SEC File No. 333-91613).
5.1	Opinion of Counsel.*
23.1	Consent of PricewaterhouseCoopers LLP.*
23.2	Consent of KPMG LLP.*
23.3	Consent of Counsel (contained in the opinion in Exhibit 5.1).*
24.1	Power of Attorney (included in the signature page).*

* Filed herewith

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EX-5.1

Exhibit 5.1

Robert J. Bush, Esq.
R.H. Donnelley Corporation
1001 Winstead Drive
Cary, NC 27513

December 8, 2006

R.H. Donnelley Corporation
1001 Winstead Drive
Cary, NC 27513

Ladies and Gentlemen:

     I have acted as counsel for R.H. Donnelley Corporation (the “Registrant”) in connection with its Registration Statement on Form S-8 (the “Registration Statement”) to register under the Securities Act of 1933 (the “Act”), deferred compensation obligations (the “Obligations”), issuable pursuant to the R.H. Donnelley Corporation Deferred Compensation Plan (the “Plan”).

     I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments relating to the issuance of the Obligations under the Plan as I have deemed necessary for the purpose of this opinion. Based upon the foregoing and subject to the qualifications and limitations stated herein, I am of the opinion that the participants’ rights under the Plan will be, when created in accordance with the terms of the Plan, valid and binding obligations of the Company, enforceable in accordance with the terms of the Plan, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting creditors’ rights or by general equity principles.

     My examination of matters of law in connection with the opinions expressed herein has been limited to, and accordingly my opinions herein are limited to, the general corporation laws of the State of Delaware. I express no opinion with respect to any other law of the State of Delaware or any other jurisdiction.

     I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, I do not hereby admit that I am included in the category of persons whose consent is required under the Act or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Robert J. Bush

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 15, 2006 relating to the consolidated financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in R.H. Donnelley Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005.

/s/ PRICEWATERHOUSECOOPERS LLP

Raleigh, North Carolina
December 8, 2006

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Dex Media, Inc.:

We consent to the use of our report dated March 15, 2006, with respect to the consolidated balance sheets of Dex Media, Inc. and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of operations, cash flows, and changes in stockholders’ equity and comprehensive income (loss) for each of the years in the three-year period ended December 31, 2005, incorporated by reference in this Registration Statement on Form S-8 of R.H. Donnelley Corporation.

KPMG LLP

Denver, Colorado
December 8, 2006