8-A12B/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

(Amendment No. 2)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

R.H. DONNELLEY CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	13-2740040
(State of Incorporation or Organization)	(IRS Employer Identification no.)
1001 Winstead Drive, Cary, North Carolina	27513
(Address of Principal Executive Offices)	(Zip Code)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. þ If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective Pursuant to General Instruction A.(d), please check the following box. ¨

Securities Act registration statement file number to which this form relates:
	(If applicable)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class
to be so Registered Name of Each Exchange on Which
Each Class is to be Registered

Series B Participating Cumulative
Preferred Stock Purchase Rights New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

N/A

(Title of class)

Item 1. Description of Registrant’s Securities to be Registered.

     On October 2, 2005, the Board of Directors of R.H. Donnelley Corporation (the “Company”) approved Amendment No. 3, dated as of October 3, 2005 (the “Amendment”), to the Rights Agreement, dated as of October 27, 1998, as amended (the “Rights Agreement”), between the Company and The Bank of New York, as successor rights agent. The Amendment made the provisions of the Rights Agreement inapplicable to certain stockholders of Dex Media, Inc. in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of October 3, 2005, by and among Dex Media, Inc., the Company and Forward Acquisition Corp., pursuant to which Dex Media, Inc. will merge with and into Forward Acquisition Corp. and become a wholly owned subsidiary of the Company, subject to specified limitations, including that such stockholders comply with their standstill obligations under the Sponsor Stockholders Agreements, dated as of October 3, 2005, by and among the Company and such stockholders.

     The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which has been filed as an exhibit hereto and is incorporated herein by this reference. Copies of the Rights Agreement, and the related Summary of Rights, which is attached as Exhibit C to the Rights Agreement, are available free of charge from the Company.

Item 2. Exhibits

Number	Description
4.1	Amendment No. 3, dated as of October 3, 2005, to the Rights Agreement, dated as of October 27, 1998, as amended, between the Company and The Bank of New York, as successor rights agent

SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

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

Date: October 6, 2005

EXHIBIT INDEX

Number	Description
4.1	Amendment No. 3, dated as of October 3, 2005, to the Rights Agreement, dated as of October 27, 1998, as amended, between the Company and The Bank of New York, as successor rights agent

EX-4.1

                                                                     EXHIBIT 4.1

                       AMENDMENT NO. 3 TO RIGHTS AGREEMENT

         This Amendment No. 3, dated as of October 3, 2005 (this "AMENDMENT"),
to the Rights Agreement, dated as of October 27, 1998, as amended (the "RIGHTS
AGREEMENT"), by and between R.H. Donnelley Corporation, a Delaware corporation
("RHD"), and The Bank of New York, as successor Rights Agent (the "RIGHTS
AGENT").


                                    RECITALS:

         A. RHD and the Rights Agent are parties to the Rights Agreement; and

         B. RHD and the Rights Agent wish to further amend the Rights Agreement
as set forth herein.

                                   AGREEMENT:

         NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and other valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:

         1. Amendments to Section 1.

                  (a) Section 1 of the Rights Agreement is hereby amended by
deleting in its entirety the first full paragraph of the definition of
"Acquiring Person" and replacing it with the following paragraph:

         ""Acquiring Person" means any Person who, together with all Affiliates
         and Associates of such Person, shall be the Beneficial Owner of 20% or
         more of the shares of Common Stock then outstanding, but shall not
         include (x) an Exempt Person or (y) a Specified Holder, so long as such
         Specified Holder is in compliance with the terms of its respective
         Stockholders Agreement; provided, however, that (a) if the Board
         determines in good faith that a Person who would otherwise be an
         "Acquiring Person" became the Beneficial Owner of a number of shares of
         Common Stock such that the Person would otherwise qualify as an
         "Acquiring Person" inadvertently (including, without limitation,
         because (i) such Person was unaware that it beneficially owned a
         percentage of Common Stock that would otherwise cause such Person to be
         an "Acquiring Person" or (ii) such Person was aware of the extent of
         its Beneficial Ownership of Common Stock but had no actual knowledge of
         the consequences of such Beneficial Ownership under this Agreement) and
         without any intention of changing or influencing control of the
         Company, then such Person shall not be deemed to be or to have become
         an "Acquiring Person" for any purposes of this Agreement unless and
         until such Person shall have failed to divest itself, as soon as
         practicable (as determined, in good faith, by the Board of Directors of
         the Company), of Beneficial Ownership of a sufficient number of shares
         of Common Stock so that such Person would no longer otherwise qualify
         as an "Acquiring Person"; and (b) no Person shall become an "Acquiring
         Person" as the result of any acquisition of shares of Common Stock by
         the Company which, by reducing the number of shares of Common Stock
         outstanding, increases the proportionate number of shares of Common
         Stock beneficially owned by such Person to 20% or more of the shares of
         Common Stock then outstanding; provided, however, that if a Person
         shall become the Beneficial Owner of





         20% or more of the shares of Common Stock then outstanding by reason of
         such share acquisition by the Company and shall thereafter become the
         Beneficial Owner of any additional shares of Common Stock (other than
         pursuant to a dividend or distribution paid or made by the Company on
         the outstanding Common Stock or pursuant to a split or subdivision of
         the outstanding Common Stock), then such Person shall be deemed to be
         an "Acquiring Person" unless upon becoming the Beneficial Owner of such
         additional shares of Common Stock such Person does not beneficially own
         20% or more of the shares of Common Stock then outstanding."

                  (b) Section 1 of the Rights Agreement is hereby amended by
adding the following paragraph immediately after the last paragraph in the
definition of "Acquiring Person":

         "Notwithstanding anything in this Agreement to the contrary, (i) no
         Specified Holder shall be deemed to be an Acquiring Person and (ii)
         neither a Distribution Date nor a Stock Acquisition Date shall be
         deemed to have occurred, in each case, solely by reason or as a result
         of the approval, execution, delivery or announcement of the Merger
         Agreement or the consummation of the transactions contemplated thereby,
         including the Merger (as defined in the Merger Agreement)."

                  (c) Section 1 of the Rights Agreement is hereby further
amended by adding the following additional definitions:

                  "Merger Agreement" means the Agreement and Plan of Merger,
         dated as of October 3, 2005, by and among Dex Media, Inc., the Company
         and Forward Acquisition Corp., as it may be amended from time to time.

                  "Specified Holders" means each of Carlyle Partners III, L.P.,
         CP III Coinvestment L.P., Carlyle-Dex Partners L.P., Carlyle-Dex
         Partners II, L.P., Carlyle High Yield Partners, L.P., Welsh, Carson,
         Anderson & Stowe IX, L.P., WD Investors LLC. and WD GP Associates LLC,
         and their respective Affiliates and Associates.

                  "Stockholders Agreement" means each of (i) the Sponsor
         Stockholders Agreement, dated as of October 3, 2005, by and among the
         Company and Carlyle Partners III, L.P., CP III Coinvestment L.P.,
         Carlyle-Dex Partners L.P., Carlyle-Dex Partners II, L.P. and Carlyle
         High Yield Partners, L.P. and (ii) the Sponsor Stockholders Agreement,
         dated as of October 3, 2005, by and among the Company and Welsh,
         Carson, Anderson & Stowe IX, L.P., WD Investors LLC and WD GP
         Associates LLC, as each may be amended from time to time.

         2. No Other Amendments. Except as amended hereby, the Rights Agreement
shall remain in full force and effect and is hereby ratified and confirmed in
all respects.

         3. Governing Law. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State, except that the
rights and obligations of the Rights Agent shall be governed by the State of New
York.


                                       2


         4. Jurisdiction. The parties agree that all actions and proceedings
arising out of this Amendment or any of the transactions contemplated hereby,
shall be brought in the United States District Court of the Southern District of
New York or in a New York State Court in the County of New York and that, in
connection with any such action or proceeding, submit to the jurisdiction of,
and venue in, such court. Each of the parties hereto also irrevocably waive all
right to trial by jury in any action proceeding or counterclaim arising out of
this Amendment or the transactions contemplated hereby.

         5. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute one and the
same instrument.

         6. Descriptive Headings. The captions herein are included for
convenience of reference only, do not constitute a part of this Agreement and
shall be ignored in the construction and interpretation hereof.

         7. Other Defined Terms. Capitalized terms used without other definition
in this Amendment are used as defined in the Rights Agreement.

         8. Effectiveness. This Amendment shall be effective as of, and
immediately prior to, the execution and delivery of the Merger Agreement, and
all references to the Rights Agreement shall, from and after such time, be
deemed to be references to the Rights Agreement as amended hereby.

         9. Exhibits to the Rights Agreement. Exhibits B and C to the Rights
Agreement shall be deemed amended hereby in a manner consistent with this
Amendment.

                         [Signatures on following page]





                                       3




         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.

                                     R.H. DONNELLEY CORPORATION



                                     By: /s/ Robert J. Bush
                                         ---------------------------------------
                                         Name:  Robert J. Bush
                                         Title: Vice President, General Counsel
                                                and Corporate Secretary


                                     THE BANK OF NEW YORK



                                     By: /s/ Alexander Pabon
                                         ---------------------------------------
                                         Name:  Alexander Pabon
                                         Title: Assistant Vice President