8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 1, 2004

                           R.H. DONNELLEY CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware               1-07155           13-2740040
 (State or other jurisdiction  (Commission  (I.R.S. Employer Identification No.)
      of incorporation)        File Number)

 1001 Winstead Drive, Cary NC                                     27513
    (Address of principal                                     (Zip Code)
      executive offices)
                              R.H. DONNELLEY INC.*

             (Exact name of registrant as specified in its charter)

             Delaware           333-59287                    36-2467635
 (State or other jurisdiction  (Commission  (I.R.S. Employer Identification No.)
        of incorporation)      File Number)

   1001 Winstead Drive, Cary NC                                     27513
      (Address of principal                                     (Zip Code)
        executive offices)

       Registrant's telephone number, including area code: (919) 297-1600


         (Former name or former address, if changed since last report.)


*R.H. Donnelley Inc. is a wholly owned subsidiary of R.H. Donnelley
Corporation. R.H. Donnelley Inc. became subject to the filing requirements of
Section 15(d) on October 1, 1998 in connection with the public offer and sale of
its 91/8% Senior Subordinated Notes, which Notes were redeemed in full on
February 6, 2004. In addition, R.H. Donnelley Inc. is the obligor of 8 7/8%
Senior Notes due 2010 and 10 7/8% Senior Subordinated Notes due 2012, and is now
subject to the filing requirements of Section 15 (d) as a result of such Notes.
As of November 1, 2004, 100 shares of R.H. Donnelley Inc. common stock, no par
value, were outstanding.

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:


     |_| Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)


     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
         (17 CFR 240.14a-12)


     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))


     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))



                                TABLE OF CONTENTS
                                -----------------

     Item 5.02 Departure of Directors or Principal Officers; Election of
     Directors; Appointment of Principal Officers

SIGNATURES
- ----------
EXHIBIT INDEX
EXHIBIT 99.1: Press release issued by the Company on November 3, 2004



Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers

On November 3, 2004, R.H. Donnelley Corporation ("we" or the "Company")
issued a press release announcing the election of Ms. Edwina Woodbury as a
member of the Board of Directors of the Company. The Company also announced in
that release that Ms. Carol Parry, a member of the Board of Directors since its
inception as a public company, had retired from the Board. The Company also
announced in that release that the Board had appointed Mr. Robert Kamerschen as
Presiding Director of the Board. The effective date of all three events was
November 1, 2004. A copy of that press release is attached hereto as Exhibit
99.1.

Ms. Woodbury fills the vacancy on the Board created by Ms. Parry's
retirement and Ms. Woodbury has been designated as a Class II director under our
Restated Certificate of Incorporation, with a term expiring at the 2007 Annual
Meeting of Shareholders. There are no arrangements pursuant to which Ms.
Woodbury was nominated or elected as a director. Mr. Woodbury beneficially owned
no shares of our Common Stock prior to her election.

Ms. Parry had been a member of our Audit and Finance Committee, as well as
Chairperson of our Corporate Governance Committee. In connection with Ms.
Parry's retirement, Ms. Woodbury will become a member of our Audit and Finance
Committee, and Mr. David Veit, a present member of the Corporate Governance
Committee, assumed the Chairperson role of that Committee.



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                          R.H. Donnelley Corporation

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

                                          R.H. Donnelley Inc.

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

DATE: November 3, 2004




                                  EXHIBIT INDEX
                                  -------------



EXHIBIT 99.1: Press release issued by the Company on November 3, 2004

EX-99.1

                                                                    Exhibit 99.1

R.H. Donnelley Announces Board Changes

    CARY, N.C.--(BUSINESS WIRE)--Nov. 3, 2004--R.H. Donnelley
Corporation (NYSE:RHD), a leading yellow pages publisher and
directional media company, today announced the following changes to
its Board.

    Edwina D. Woodbury elected to R.H. Donnelley Board of Directors

    Edwina D. Woodbury has been elected as a Director of the RHD Board
effective November 1. She will become a member of the RHD Audit &
Finance Committee effective November 15.
    Woodbury has served as CEO and President of The Chapel Hill Press,
Inc. since 1999. Previously, she held various positions at Avon
Products, Inc. including Executive Vice President, Global Business
Process Redesign, Executive Vice President, Chief Financial and
Administrative Officer, Corporate Vice President, Worldwide Operations
Analysis, Assistant Controller, Corporate Planning and Analysis, and
various accounting and planning positions dating back to 1977.
Woodbury's career began as a member of the Audit Staff at Peat,
Marwick, Mitchell & Co., where she served from 1973 to 1977.
    "We are delighted to have Edwina join us on our Board," said David
C. Swanson, CEO and Chairman of RHD. "Her experience and in-depth
knowledge of business, finance, operations and strategic planning,
particularly in a sales and marketing environment, will make her a
valued advisor."
    "I look forward to serving as a Director of this exciting
directional media company," said Woodbury. "RHD has a proven track
record in an interesting and evolving industry. The company has an
exciting future that I look forward to being a part of, as a member of
their Board of Directors."
    Woodbury also sits on the Board at RadioShack Corporation. She
received a B.S. in Business Administration/Accounting at the
University of North Carolina at Chapel Hill.
    Woodbury's appointment replaces that of Carol J. Parry, who
retired as a Director on RHD's Board effective November 1, having
served since June 1998.
    "We want to express our deep appreciation to Carol for her service
to our Board," said Swanson. " Her insightful finance and economic
development expertise, as well as her tenure as Chair of RHD's
Corporate Governance Committee, was very helpful in leading RHD
through the bold steps we have taken over the past few years.
    RHD Board member David Veit has been appointed to serve as Chair
of RHD's Corporate Governance Committee effective with Carol's
retirement.

    Presiding Independent Director Named for R.H. Donnelley Board

    Robert Kamerschen has been appointed Presiding Director of the
Board, effective November 1. As the Presiding Director, Kamerschen
will serve as the liaison between the independent members of the Board
and the Chairman and Chief Executive Officer with respect to all Board
matters, as well as a central point of contact for shareholders and
other constituents to interact with the independent members of the
Board. Kamerschen's duties include chairing executive sessions of
independent directors, coordinating with the Chairman and CEO with
respect to all Board matters, and participation with the relevant
Committee Chairs in Board recruitment and the annual CEO and Board
evaluation processes. Kamerschen has served as a director of the
company since June 1998.
    "Here at RHD we have always subscribed to strong corporate
governance and firmly believe that we have been at the forefront of
evolving best practices in this area," said David C. Swanson, CEO and
Chairman of RHD. "Our focus has been instrumental in our success over
the years. We are pleased to continue that tradition as our Board
implements the recent recommendation of a Blue Ribbon Commission
convened by the National Association of Corporate Directors. We feel
this is an important position to help integrate the independent work
of the Board into an effective governance structure."
    Swanson continued, "Kam has been a leader on our Board since 1998
when we became an independent publicly held company. His extensive and
aggressive involvement in corporate governance policies has been
extremely valuable to the company over the years. We believe that his
appointment as Presiding Director will enable us to take full
advantage of his expertise in these and other areas as we continue to
grow our business and remain on the leading edge of solid governance
principles."
    "I am honored to accept this responsibility, and treat it very
seriously" said Kamerschen. "RHD is doing some amazing things, and I
am proud to be associated with this company. Corporate governance here
is among the best I've encountered. RHD has been going through a very
successful transformation to a leading directional media company, and
I am very pleased with the direction the company is going."
    Kamerschen is a senior advisor and private investor. He was CEO
and Chairman of DIMAC Corporation, a direct marketing services
company, where he served from October 1999 until January 2002 when
that company was sold. Previously, he retired as CEO and Chairman of
ADVO, Inc., a leading full service targeted direct mail marketing
services company. He served as Chairman from 1989 to 1999, and CEO
since 1988. . Before that, Kamerschen served in key senior leadership
roles in a number of prominent sales and marketing driven businesses
involving significant turnaround and/or transformation initiatives.
    Kamerschen currently serves on the boards of IMS Health
Incorporated, Linens 'N' Things Inc., MDC Partners, Inc., Vertrue
Inc., formerly MemberWorks, Inc. and Radio Shack Corporation.

    About R.H. Donnelley

    RHD publishes 389 directories, with total distribution of
approximately 28 million serving approximately 260,000 local and
national advertisers in 19 states. RHD publishes 260 directories under
the Sprint Yellow Pages(R) brand in 18 states with total distribution
of approximately 18 million serving approximately 160,000 local and
national advertisers, with major markets including Las Vegas, Nevada,
and Orlando and Ft. Myers, Florida. In addition, RHD publishes 129
directories under the SBC(R) Yellow Pages brand in Illinois and
Northwest Indiana with total distribution of approximately 10 million
serving approximately 100,000 local and national advertisers. RHD also
offers online city guides and search websites in its major Sprint
markets under the Best Red Yellow Pages(R) brand at www.bestredyp.com
and in the Chicago area at www.chicagolandyp.com. RHD also sells local
advertising in Illinois and Northwest Indiana onto SBC's
www.SMARTpages.com. For more information, please visit R.H. Donnelley
at www.rhd.com.

    Safe Harbor Provision

    Certain statements contained in this press release regarding R.H.
Donnelley's future operating results or performance or business plans
or prospects and any other statements not constituting historical fact
are "forward-looking statements" subject to the safe harbor created by
the Private Securities Litigation Reform Act of 1995. Where possible,
the words "believe," "expect," "anticipate," "should," "will,"
"planned," "estimated," "potential," "goal," "outlook," and similar
expressions, as they relate to R.H. Donnelley or its management, have
been used to identify such forward-looking statements. Without
limiting the generality of the foregoing, the statements under the
caption "Outlook" are forward-looking statements. Regardless of any
identifying phrases, these statements and all other forward-looking
statements reflect only R.H. Donnelley's current beliefs and
assumptions with respect to future business plans, prospects,
decisions and results, and are based on information currently
available to R.H. Donnelley. Accordingly, the statements are subject
to significant risks, uncertainties and contingencies which could
cause R.H. Donnelley's actual operating results, performance or
business plans or prospects to differ materially from those expressed
in, or implied by, these statements. Such risks, uncertainties and
contingencies are described in detail in Management's Discussion and
Analysis of Financial Condition and Results of Operations in the
Company's Annual Report on Form 10-K for the year ended December 31,
2003, as well as the Company's other periodic filings with the
Securities and Exchange Commission, and in summary and without
limitation include the following: (1) our ability to meet our
substantial debt service obligations; (2) restrictive covenants under
the terms our debt and convertible preferred stock agreements; (3)
usage of print yellow pages directories and changes in technology; (4)
competition in the yellow pages industry and other competitive media;
(5) our ability to successfully integrate the business recently
acquired from SBC; (6) reliance on and extension of credit to small-
and medium-sized businesses; (7) dependence on third party providers
of printing, distribution and delivery services and the sale of
advertising to national accounts; (8) general economic conditions and
consumer sentiment in our markets; and (9) fluctuations in the price
and availability of paper.

    CONTACT: R.H. Donnelley
             Lara Travars, 919-297-1132