SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549



FORM 10-K

(Mark one)

(X)     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 
                1934

For the fiscal year ended December 31, 1999

OR

(  )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 
                OF 1934

For the transition period from            to



Commission file number 001-07155



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

|Delaware(State of Incorporation)                                               | 13-2740040(IRS Employer Identification No.)                       
|------------------------------------------------------------------------------ | ------------------------------------------------------------------
|One Manhattanville Road, Purchase N.Y.(Address of principal executive offices) | 10577(Zip Code)                                                   
|Registrant's telephone number, including area code                             | (914) 933-6400                                                    
|Securities registered pursuant to Section 12(b) of the Act:                    |                                                                   
|Title of ClassCommon Stock, par value $1 per share                             | Name of Exchange on Which Registered       New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:       None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      YesX   No



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.   [ X ]

The aggregate market value at March 1, 2000 of shares of the Registrant's common stock (based upon the closing price per share ($17.1875) of such stock on The New York Stock Exchange) held by non-affiliates
of the Registrant was approximately $556,159,000.  For purposes of this calculation, only those shares held by directors and executive officers of the Registrant have been excluded as held by affiliates.
Such exclusion should not be deemed a determination or an admission by the Registrant that such individuals are, in fact, affiliates of the Registrant.  At March 1, 2000, there were 32,422,752 outstanding
shares of the Registrant's common stock.



(continued)



Commission file number 333-59287

R.H. DONNELLEY INC. *

(Exact name of registrant as specified in its charter)

|DelawareState of Incorporation                                          | 36-2467635(IRS Employer Identification No.)
|----------------------------------------------------------------------- | -------------------------------------------
|One Manhattanville Road, Purchase N.Y.(IRS Employer Identification No.) | 10577                                      
|Registrant's telephone number, including area code                      | (914) 933-6400                             

*    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 9 1/8% Senior Subordinated Notes.  As of March 1, 2000, 100 shares of R.H. Donnelley Inc. common stock, no par value, were outstanding.

Documents Incorporated By Reference

|Part III |                                                                |                                                                                                                                     
|-------- | -------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------
|Item 10  | Directors and Executive Officers of the
Registrant             | Information pertaining to the Company's Directors can be found on pages 6 - 7 of the Company's Proxy Statement dated March 22, 2000.
|Item 11  | Executive Compensation                                         | Pages 9 - 19 of the Company's Proxy Statement dated March 22, 2000.                                                                 
|Item 12  | Security Ownership of Certain Beneficial Owners and Management | Pages 20 - 21 of the Company's Proxy Statement dated March 22, 2000.                                                                
|Item 13  | Certain Relationships and Related
Transactions                 | Pages 6 - 8 of the Company's Proxy Statement dated March 22, 2000.                                                                  





PART I

ITEM 1.     BUSINESS

Except where otherwise indicated, the terms "Company," "we," "us" and "our" refer to R.H. Donnelley Corporation and its wholly owned subsidiary, R.H. Donnelley Inc. ("Donnelley").  As of December 31, 1999,
we had no other operations other than through this subsidiary; therefore, on a consolidated basis, our financial statements and the financial statements of Donnelley were substantially identical.  Our executive
offices are located at One Manhattanville Road, Purchase, NY 10577 and our telephone number is (914) 933-6400.

The Distribution

Prior to July 1, 1998, we operated as part of The Dun & Bradstreet Corporation (in the context of specifically describing the Distribution, referred to as "Old D&B," otherwise "D&B").
In December 1997, the Board of Directors of Old D&B approved in principle a plan to separate into two publicly traded companies - the Company and The New Dun & Bradstreet Corporation ("New D&B").
The distribution ("Distribution") was the method by which Old D&B distributed to its shareholders shares of New D&B common stock.  On July 1, 1998, as part of the Distribution, Old D&B distributed
to its shareholders shares of New D&B stock and Old D&B changed its name to R.H. Donnelley Corporation.

In connection with the Distribution, Donnelley entered into a $400 million secured credit facility ("Credit Agreement") and issued $150 million of 9-1/8% subordinated notes ("Notes").  Donnelley initially
borrowed $350 million under the Credit Agreement and, together with the proceeds from the issuance of the Notes, distributed the net proceeds to D&B in connection with the Distribution.  The borrowings
under the Credit Agreement and the Notes are guaranteed by the Company.  See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources,"
for more information about this debt.

The Company

Together with our partnerships, we are the largest independent marketer of yellow pages advertising in the United States and we sold over $1 billion of yellow pages advertising in 1999.  We also provide
pre-press publishing services for yellow pages directories (including a majority of the directories for which we sell advertising).  We have been in operation since 1886, and currently are the publisher or
sales agent for approximately 300 directories with a total circulation of over 36 million.  The Company has a diversified customer base of approximately 500,000 businesses, many of which rely on yellow pages
directories as their principal or sole form of advertising.

We are strategically aligned on a long-term basis with the established, leading telephone service provider in each of our major markets.  We provide yellow pages marketing and sales in Illinois
(including Chicago), under a long-term contractual agreement with an affiliate of Ameritech Corporation ("Ameritech"), in New York State (including New York City), under long-term contractual agreements
with affiliates of Bell Atlantic Corporation ("Bell Atlantic") and in Nevada (primarily Las Vegas) and Florida (primarily Tallahassee and Orlando), under long-term contractual agreements with affiliates of
Sprint Corporation ("Sprint").  These agreements allow Ameritech, Bell Atlantic and Sprint to gain the benefits of our long-term presence in these markets, yellow pages marketing and publishing expertise,
established infrastructure and performance-focused, non-union sales force.  We benefit from these agreements since Ameritech, Bell Atlantic and Sprint publish the leading directories in terms of number of
advertisers, utilization and distribution in the majority of these markets.

Our business is organized into three business segments: Directory Advertising Services ("DAS"), DonTech Partnership ("DonTech") and Directory Publishing Services ("DPS").  The DAS segment is comprised of
our Bell Atlantic and Sprint business relationships, our independent proprietary Cincinnati operation and our share of the results of our joint venture ("Unicom Media Ltd.") with China United Telecommunications
Corporation ("China Unicom").  While DonTech provides advertising sales of yellow pages and other directory products similar to our DAS segment, the partnership is considered a separate operating segment since,
among other things, the employees of DonTech, including officers and managers, are not employees of the Company.  DPS includes pre-press publishing and production services for yellow pages directories.  See
Note 13 to the Consolidated Financial Statements in Item 8 for further information regarding our business segments.

Directory Advertising Services

The DAS segment accounted for approximately 28% of total 1999 operating income.  Operating income includes the revenues, direct costs and depreciation and amortization incurred by each business plus an
allocation of certain shared operating and general and administrative expenses based on estimated business usage.  Operating income from our Bell Atlantic and Sprint (including CenDon (as defined below))
businesses, after allocations, individually accounted for 10% or more of total operating income in 1999.

Bell Atlantic
Our relationship with Bell Atlantic began with a contract with New York Telephone Company entered into in 1909. Under the current agreement, which extends through 2005, we are the exclusive advertising sales
agent for Bell Atlantic directories that cover substantially all of New York State, including New York City.  The arrangement was originally with a subsidiary of NYNEX; however, as a result of the Bell
Atlantic/NYNEX merger in 1997, the agreement was transferred to a subsidiary of Bell Atlantic.  We earn sales commissions on the value of advertising we sell and recognize these commissions upon the signing
of the related advertising contract.

In May 1998, Bell Atlantic appointed us the exclusive sales agent, beginning with directories published in 1999, for their 26 yellow pages directories in the Buffalo market in upstate New York.  Another
third-party sales agent had previously serviced these directories.  The sales agency contract that governs this relationship continues until 2002, unless extended by Bell Atlantic.

Subject to regulatory approval and certain other conditions, Bell Atlantic agreed to merge with GTE Corporation ("GTE"), which currently conducts all of its yellow pages operations in-house. We do not
presently believe that the proposed merger, currently scheduled to occur in the second quarter of 2000, will trigger any change under our current agreements with Bell Atlantic or that it will have any adverse
impact on our relationship with Bell Atlantic, although no assurances can be given.

In 1997, we sold our Proprietary East ("P-East") yellow pages business to an independent yellow pages publisher and as part of the sale agreement, agreed to forego certain business activities, including
yellow pages advertising sales, in certain mid-Atlantic states where Bell Atlantic operates.  The restrictions on our business activities under this agreement expired in September 1999.

Sprint
Our relationship with Sprint began in 1980 when we began publishing directories for predecessors or affiliates of Central Telephone Company and United Telephone Company of Florida, both since merged into Sprint.
Our relationship with Sprint consists of (i) a 50/50 partnership with a Sprint operating unit, known as the CenDon partnership ("CenDon"), and a sales agency arrangement with CenDon, and (ii) a sales agency
arrangement with a separate operating unit of Sprint to provide yellow pages advertising sales, marketing and customer service in Sprint's greater Orlando, Florida marketplace.

In October 1999, MCI Worldcom Inc. ("Worldcom") agreed to acquire Sprint, subject to regulatory approval and certain other conditions.  We do not presently believe that the proposed acquisition will trigger
any change under our current agreements with Sprint (including the CenDon partnership agreement) or that it will have any adverse impact on our relationship with Sprint, although no assurances can be given.

CenDon.   CenDon publishes directories in selected Sprint markets in Nevada (primarily Las Vegas), Florida, Virginia and North Carolina.  We earn a 50% share of the operating results of CenDon and
record our share as income from partnerships and related fees, a component of operating income.

In addition to our 50% interest in the profits of CenDon, under the partnership agreement, we provide yellow pages advertising sales, marketing and customer service on an exclusive basis to CenDon.  We earn
sales commissions on the value of advertising we sell and recognize these commissions as revenue upon the publication of the related directory.  Additionally, under a separate agreement, we provide publishing
services to CenDon as discussed below under "Directory Publishing Services."  The current CenDon partnership agreement, including the sales agency arrangement, extends through December 2004.

Sprint Sales Agency.   We are the exclusive sales agent in Sprint's greater Orlando, Florida marketplace. We earn sales commissions on the value of advertising we sell and recognize these commissions
as revenue upon the signing of the related advertising contract.  The contract that governs this relationship extends through 2004.  Under the terms of this sales agency arrangement, Sprint had the right to
terminate the arrangement, no later than March 1, 2000, based on the results of a five-year performance review.  However, since we exceeded all performance targets, Sprint was not able to exercise this right.
We also provide pre-press publishing services for Sprint's greater Orlando directories, as discussed below under "Directory Publishing Services."

Cincinnati Independent Directory  
After our sales agency contract with Cincinnati Bell expired in 1997, we launched our own independent yellow pages directory in the Cincinnati area.  Our initial directory was published in 1998 and our second
annual directory was published during 1999.  We recognize the full value of advertising sold as revenue when the directory is published.

Unicom Media Ltd.  During 1998, we entered into a joint venture with China Unicom to publish yellow pages directories and to offer Internet directory services in the People's Republic of China.  Under the terms of the joint
venture agreement, as amended, we acquired an 18.75% interest in Unicom Media Ltd. and agreed to invest cash of approximately $15.8 million.  We also have an option to purchase an additional 12.5% interest in
Unicom Media Ltd. for $10 million on or before November 5, 2000.  At this time, we have not determined if we will exercise this option.  Unicom Media Ltd. holds an 80% interest in Unicom Yellow Pages, the yellow
pages directories operating subsidiary, and owns and operates ChinaBiG, a comprehensive, bilingual Internet directory.  In March 2000, Unicom Media Ltd. published its initial directory for Shenzhen and began
selling yellow pages advertising in Guangzhou.  The joint-venture agreement gives us broad operational and management influence over, but not control of, the business.

In 1999, Unicom Media Ltd. received the necessary regulatory approvals and commenced directory operations.  We recognize our share of the income or loss of Unicom Media Ltd. as income from partnerships and
related fees.   Other than our interest in Unicom Media Ltd., all of our operations are conducted in the United States.

Other Advertising ProductsIn addition to offering conventional print yellow pages advertising, we also offer bundled and separate advertising packages that include Internet and cable TV advertising.  These services and products
are being offered in various Bell Atlantic and Sprint markets as well as to our Cincinnati customers.  We offer Bell Atlantic's

We also offer local cable television advertising through our Yellow Pages Television(YPTV®) product.  YPTV is an innovative multimedia product that combines yellow pages
advertising with local television spots.  YPTV transforms a customer's yellow pages advertising into a commercial broadcast on local cable channels.  This product is currently being offered to yellow pages
advertisers in various Bell Atlantic, Sprint and Ameritech markets not covered under the DonTech relationship.

DonTech Partnership

We are a 50% partner in the DonTech partnership, which acts as the exclusive sales agent, in perpetuity, for yellow pages directories published by Ameritech in Illinois and northwest Indiana.  Our
relationship with telephone companies owned by Ameritech began in 1908 with the Chicago Telephone Company.  Since then, the Company has had a variety of contractual relationships with Ameritech, including a
series of partnerships.  The latest partnership agreement was signed in August 1997 with an operating unit of Ameritech, which changed the structure of the then existing DonTech partnership ("DonTech I") to the
current DonTech partnership.  In addition to receiving 50% of the profits generated by DonTech, we also receive direct fees from Ameritech, which are tied to advertising sales generated by DonTech.  Income from
these sources is recorded as income from partnerships and related fees.  We also provide pre-press publishing services to DonTech as discussed below under "Directory Publishing Services."  The DonTech partnership
accounted for 95% of total operating income in 1999.  Operating income from DonTech includes only our share of DonTech's operating results and does not include an allocation of certain shared general and
administrative expenses incurred to support this business.

In October 1999, Ameritech merged with SBC Communications Inc. ("SBC"), and as a result, Ameritech and its operating units are now controlled by SBC.  The merger did not trigger any change to the current
agreement governing the DonTech partnership and we do not presently believe that the merger will have any adverse impact on the DonTech partnership or our relationship with Ameritech, although no assurances can
be given.

Directory Publishing Services

We provide pre-press publishing services for yellow pages directories, including advertisement creation, sales contract management, listing database management, sales reporting and commissions, pagination,
billing services and imaging, to certain existing customers and other yellow pages publishers under separately negotiated contracts.  Our publishing center in Raleigh, North Carolina utilizes digital technology
and custom designed relational databases to support the entire yellow pages advertising sales and publishing process on an integrated basis, from lead generation and sales presentation, to advertisement creation
and printer-ready final output.  We also have a graphics center in Dunmore, Pennsylvania that produces artwork for the majority of advertisements and specialty pages included in the directories for which we
provide publishing services. The Dunmore graphics center is electronically integrated with the Raleigh publishing center.

Under an agreement that extends through December 2003, we provide certain publishing services for Ameritech's Illinois and northwest Indiana directories.  Additionally, pursuant to a separate Publishing
Services Agreement, we provide certain publishing services to CenDon. We also provide certain publishing services for Sprint's greater Orlando directories pursuant to our sales agency agreement.  The fees for
such services are based on a separate pricing schedule.  The publishing services portion of both the CenDon and Sprint relationships technically terminated December 31, 1999, although we continue to provide such
services based upon verbal agreements.  We are currently in the process of renegotiating new publishing services agreements for CenDon and Sprint; however, no assurances can be given that we will reach an
agreement to continue to provide publishing services to CenDon and Sprint.  In addition, we provide publishing services to the purchaser of our P-East business pursuant to an agreement that extends through 2002.



The DPS segment incurred an operating loss after allocations of certain shared operating and general and administrative expenses that accounted for (4)% of total 1999 operating income.

Internet Marketing and E-Commerce Services

In February 2000, we announced a new initiative, known as "Get Digital SmartSM", designed to deliver a comprehensive package of Internet marketing and e-commerce services to small and medium-sized
businesses.  Through a number of agreements with leading providers of Internet services, we offer a variety of services, including web-site design and hosting, e-commerce capabilities, services to drive traffic
and exposure and Internet connectivity.  This new initiative will be marketed initially in the Miami/Fort Lauderdale, Florida area.  We expect to expand during 2000 into other markets where we do not presently
provide services, depending upon our results in southern Florida.

Competition

Yellow Pages Advertising SalesWith respect to the business conducted by our Directory Advertising Services and DonTech segments, we experience competition for yellow pages advertising sales to varying degrees in our markets from the sales
forces of yellow pages publishers with which we are either not affiliated or with divisions of such companies for which we do not provide sales agency services.  All of the telephone companies with which we are
affiliated currently market yellow pages advertising with internal sales forces in many of the markets in which we do not provide sales agency services.  In addition, our competitors include other local telephone
companies, independent publishers (publishers that are not affiliated with any telephone company) and national yellow pages sales agents.  In the majority of our markets, we benefit from our long-term contractual
relationships with operating units of the largest potential competitor in a directory market, Ameritech, Bell Atlantic and Sprint.  The market position of local telephone companies, including those with which we
have relationships, may be adversely impacted by the Telecommunications Act of 1996, which effectively opened local telephone markets to increased competition.  There is also competition for advertising sales
from other media, including newspapers, magazines, radio, direct mail, online information services, television and cable television.  Additionally, advances in technology have brought to the industry new
participants, new products and new channels, including increasing use of the Internet as an advertising media.

Publishing Services
With respect to the business conducted by our Directory Publishing Services segment, yellow pages publishers that are not our customers typically derive such services from internal divisions or through independent
providers of such services or some combination of both.  Many telephone companies and many of the significant independent yellow pages publishers are making investments to acquire publishing services technology
similar to the technology used at our Raleigh publishing center.

Internet Marketing and E-Commerce ServicesWith respect to our new Get Digital Smart line of business, based upon market research we have commissioned, we believe that this market is highly fragmented, with most companies providing limited product
and service offerings.  Through our agreements with leading providers of Internet services described above, we expect to benefit from, and compete successfully based upon, our ability to offer our target audience,
the small to medium-sized local business, an efficient, comprehensive, bundled Internet marketing solution at a competitive price.

While we believe that in many of the local markets in which we may elect to compete, many companies already offer, and many more intend to soon offer, individual Internet-based marketing services, including
Web-site design, hosting and maintenance services, e-commerce capabilities, banner advertising and Internet connectivity, we do not anticipate that many of these companies will be able to offer the full range of
services that our relationships with key Internet service providers will allow us to offer.  We expect to face competition in our sales of Internet marketing and e-commerce products and services in these markets
from a broad range of competitors, from large, nationally recognized telephone, media and Internet services companies to small, local businesses.  We believe that we have strong name recognition among our target
audience due to our more than 100 years serving the small business community in several major metropolitan areas across the United States, although some of these competitors may have better name recognition and/or
greater financial resources.  These competitors will likely include Internet yellow pages companies, Internet advertising agencies, Internet service providers, e-commerce solutions companies, Internet portal
companies and graphic designers.  Additionally, the increasing use of the Internet by consumers and businesses as a means to transact business may result in the development of new technologies and services that
could compete with our products and services.  We intend to update our product offering to keep it competitive, although there can be no assurances that we will be able to successfully compete in responding to
all such developments.

Employees

As of December 31, 1999, we had over 1,500 full-time employees.  This number does not include the employees of DonTech.  None of our employees are covered by collective bargaining agreements, and we consider
relations with our employees to be good.

Executive Officers of the Registrant

The following table sets forth information concerning the individuals who serve as executive officers of the Company as of March 1, 2000.

|Name
Frank R. Noonan
Philip C. Danford
David C. Swanson
Judith A. Norton
Stephen B. Wiznitzer
Lyle P. Wolf | Age
57
56
45
56
49
52 | Position(s)
Chairman of the Board, President and Chief Executive Officer
Senior Vice President and Chief Financial Officer
Senior Vice President - Directory Services
Senior Vice President - Human Resources
Senior Vice President and General Counsel
Senior Vice President - Business Development
|---------------------------------------------------------------------------------------------------------- | --------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following table sets forth information concerning the individuals who serve as executive officers and directors of Donnelley as of March 1, 2000.

|NameFrank R. NoonanPhilip C. DanfordDavid C. SwansonJudith A. NortonStephen B. WiznitzerLyle P. Wolf | Age575645564952 | Position(s)Director, President and Chief Executive OfficerDirector, Senior Vice President and Chief Financial OfficerPresident - Directory ServicesSenior Vice President - Human ResourcesDirector, Senior Vice President and General CounselSenior Vice President - Strategic Marketing and Business Development
|---------------------------------------------------------------------------------------------------- | --------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Frank R. Noonan has been a director of the Company since April 1998, a director of Donnelley since February 1995, President since August 1991, and has been Chairman and Chief Executive Officer of
the Company and Donnelley since June 1998.  Mr. Noonan was a director of D&B from April 1998 to June 1998.  Mr. Noonan joined D&B in 1989 as Senior Vice President Finance of Dun & Bradstreet Information
Services and served in that capacity until August 1991 when he was elected President of Donnelley.  Prior to joining D&B, Mr. Noonan served as Senior Vice President and Chief Financial Officer of UNUM
Corporation and in various financial positions for the General Electric Company.  Mr. Noonan is Vice Chairman of the Board of Trustees for New York United Hospital Medical Center, a member of the Boards of
Trustees of Manhattanville College and the University of New Hampshire Foundation, Vice Chairman of the Board of Governors for the Buick Classic, and a member of the Board of Directors of the Yellow Pages
Publishers Association.

Philip C. Danford has been Senior Vice President and Chief Financial Officer and a director of Donnelley since March 1998 and has been Senior Vice President and Chief Financial Officer of the
Company since June 1998.  Previously, Mr. Danford served as Vice President and Treasurer for D&B from September 1992.  In 1988, Mr. Danford joined D&B as Assistant Treasurer.  Before joining D&B,
Mr. Danford served as Vice President and Treasurer at The Perkin-Elmer Corporation and as Assistant Vice President and Manager at W.R. Grace & Co.

David C. Swanson was appointed President of the Directory Services division in March 1999, and has served as a Senior Vice President of the Company since June 1998.  Prior to becoming the
division president, he served as Donnelley's Executive Vice President-Corporate Strategy since June 1998.  Prior thereto, Mr. Swanson was an Executive Vice President and General Manager for Proprietary
Operations from July 1997, an Executive Vice President Sales for Donnelley from October 1995, Donnelley's Vice President and General Manager of Cincinnati Operations from September 1993, an
Assistant Vice President-Operations for Donnelley from January 1993 and a General Sales Manager for Donnelley from January 1992.

Judith A. Norton has been Senior Vice President-Human Resources of the Company since June 1998 and has served as Donnelley's  Senior Vice President-Human Resources since January 1998.
Prior thereto, Ms. Norton was an independent human resources consultant from January 1997, a Senior Vice President-Human Resources for The Chase Manhattan Bank from April 1996, and a Senior Vice
President and Director of Staffing and Development for Chemical Bank from January 1991.

Stephen B. Wiznitzer has been Senior Vice President and General Counsel of Donnelley since 1997, and has been a director of Donnelley and Senior Vice President and General Counsel of the Company
since June 1998.   Prior thereto, Mr. Wiznitzer served as counsel for NYNEX Corporation from 1989. Earlier, Mr.Wiznitzer had been Senior Counsel for SSMC, Inc. from 1986.

Lyle P. Wolf has been Senior Vice President-Strategic Marketing and Business Development for Donnelley since July 1998 and has served as Senior Vice President-Business Development for the Company
since April 1999.  He served as Vice President of Business Development for Donnelley from July 1997.  Prior thereto, he served as Vice President-Product Management since September 1994.  Before joining Donnelley,
Mr. Wolf was Director of the New Publications Division of Universal Media and Director of Business Development for Murdoch Electronic Publishing, a division of News Corp.

ITEM 2.     PROPERTIES

We lease 20 sales offices located in 8 states used by our DAS segment and conduct our publishing operations from two leased facilities.  Our main publishing facility center is located in a 55,000 square foot
building in Raleigh, North Carolina and our graphics center is located in a 20,000 square foot building in Dunmore, Pennsylvania.  We also lease approximately 72,000 square feet for our administrative headquarters
and offices in Purchase, New York.

ITEM 3.     LEGAL PROCEEDINGS

Rockland Yellow Pages
In April 1999, Sandy Goldberg, Dellwood Publishing, Inc. and Rockland Yellow Pages initiated a lawsuit against Donnelley and Bell Atlantic in the United States District Court of the Southern District of New York.
The Rockland Yellow Pages is a proprietary directory that competes against a Bell Atlantic directory in the same region, for which Donnelley is the sales agent.  The complaint alleges that the defendants
disseminated false information concerning the Rockland Yellow Pages, which has resulted in damages to the Rockland Yellow Pages.  The plaintiffs are alleging a variety of claims including RICO violations,
antitrust violations and Lanham Act violations.  They are seeking damages in excess of $30 million, which amount plaintiffs are seeking to have trebled under the antitrust laws.  In addition, the plaintiffs are
also seeking punitive damages in an unspecified amount.  Management intends to mount a vigorous defense of Donnelley in this matter.  In June 1999, the defendants filed a motion to dismiss this complaint.  In
September 1999, the plaintiffs filed papers in opposition to defendants' motion to dismiss and in November 1999, the defendants answered these opposition papers and again moved to dismiss the complaint.  A
hearing on this motion has not yet been scheduled.  In February 2000, Yellow Book USA, Ltd., one of the Company's primary competitors, acquired Dellwood Publishing, Inc.  At this preliminary stage in the
proceedings, management is unable to predict the outcome of this matter, but presently believes that the resolution of the action will not have a material adverse effect on the Company's financial position or
results of operations.

Information ResourcesIn July 1996, Information Resources, Inc. ("IRI") filed a complaint in the United States District Court for the Southern District of New York, naming as defendants the Company (as successor of Old D&B),
ACNielsen Company and IMS International Inc., each former subsidiaries of D&B ("IRI Action").  The complaint alleges, among other things, various violations of the antitrust laws and seeks damages in excess
of $350 million, which IRI is seeking to have trebled under the antitrust laws. IRI also seeks punitive damages of an unspecified amount.  Under the definitive agreement entered into in connection with the
Distribution (the "Distribution Agreement"), New D&B has assumed the defense and will indemnify the Company against any payments to be made by the Company or Donnelley in respect of the IRI Action, under the
Indemnity and Joint Defense Agreement entered into in connection with the Distribution or otherwise, including any ongoing legal fees and expenses related thereto.  Management presently believes that New D&B
has sufficient financial resources and/or borrowing capacity to satisfy all such liabilities and to reimburse the Company for all costs and expenses incurred.  Management does not believe that the previously
announced separation of Moody's from New D&B would have a material adverse impact on these indemnity rights of the Company because, under the Distribution Agreement, New D&B would be obligated to cause
Moody's to agree to be jointly and severally liable with New D&B for those indemnity obligations to the Company.

Tax MattersCertain tax planning strategies entered into by Old D&B are currently subject to review by tax authorities.  The Internal Revenue Service (the "IRS") is currently reviewing Old D&B's utilization
of certain capital losses during 1989 and 1990.  While the IRS has not issued a formal assessment with respect to these transactions, the IRS has assessed other companies that had entered into similar types of
transactions, and New D&B expects the IRS to issue an assessment during the second quarter of 2000.  If an assessment is made and should the IRS prevail, the total cash obligation to the IRS at December 31, 1999,
would approximate $550 million for taxes and accrued interest.  Pursuant to a series of agreements, IMS Health Incorporated ("IMS") and Nielsen Media Research, Inc. ("NMR") (both of which are former subsidiaries
of D&B) are each jointly and severally liable to pay 50%, and Old D&B is liable for the remaining 50% of any payments for taxes and accrued interest arising from this matter and certain other potential
tax liabilities after Old D&B pays the first $137 million of tax liability.  As explained above, as a result of the form of the Distribution, the Company is the corporate successor of, and the taxpayer referred
to herein as, Old D&B.  However, pursuant to the terms of the Distribution Agreement and the Tax Allocation Agreement executed in connection with the Distribution, New D&B has assumed the defense and will
indemnify the Company and Donnelley against any payments to be made by the Company or Donnelley in respect of any tax liability that may be assessed and any costs and expenses relating thereto, including any
ongoing legal fees and expenses related thereto.  Accordingly, management believes that such tax liabilities and the costs and expenses relating thereto will have no material adverse impact on the consolidated
financial position or results of operations of the Company.  Further, management presently believes that New D&B, IMS and NMR have sufficient financial resources and/or borrowing capacity to satisfy all such
liabilities and to reimburse the Company for all costs and expenses relating thereto.   Management does not believe that the previously announced separation of Moody's from New D&B would have a material
adverse impact on these indemnity rights of the Company because, under the Distribution Agreement, New D&B would be obligated to cause Moody's to agree to be jointly and severally liable with New D&B for
those indemnity obligations to the Company.

Other than the matters described above, the Company and Donnelley are involved in legal proceedings, claims and litigation arising in the ordinary conduct of its business.  Although there can be no assurances,
management presently believes that the outcome of such legal proceedings will not have a material adverse affect on the Company's financial position, results of operations or cash flows.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the quarter ended December 31, 1999.



PART II



ITEM 5.      MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED 
                     STOCKHOLDER MATTERS



As discussed above (Item 1, "Business - The Distribution"), the Distribution was completed on June 30, 1998.  Accordingly, as of July 1, 1998, the Company's common stock began trading on the New York Stock
Exchange under the symbol "RHD."  The table below indicates the high and low sales price of the Company's common stock and the dividends paid for each period.

| |      | Price Per Share | Dividends Paid
| | ---- | --------------- | --------------
| | High | Low             | Per Share     

|1998        |        |        |       
|----------- | ------ | ------ | ------
|3rd Quarter | $19.38 | $10.75 | $0.175
|4th Quarter | $14.94 | $10.13 | $0.175
|            |        |        |       
|1999        |        |        |       
|1st Quarter | $17.69 | $14.38 | --    
|2nd Quarter | $19.75 | $15.13 | --    
|3rd Quarter | $20.25 | $16.63 | --    
|4th Quarter | $19.50 | $17.25 | --    

At March 1, 2000, there were approximately 8,500 holders of record of the common stock.  In 1998, the Company announced that it would cease paying a quarterly dividend after the payment of the fourth quarter
1998 cash dividend.  The Company's Credit Agreement and the Indenture governing the Notes contain various financial restrictions that may place limitations on the ability of the Company to pay dividends in the
future (see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources").  The Company does not expect to pay dividends for the foreseeable
future.

ITEM 6.     SELECTED FINANCIAL DATA

The selected financial data of the Company at December 31, 1999, 1998, 1997 and 1996 and for each of the five years in the period ended December 31, 1999 are derived from the audited consolidated financial
statements of the Company.  The historical selected financial data at December 31, 1995 is unaudited but includes, in the opinion of management, all necessary adjustments for a fair presentation in conformity
with generally accepted accounting principles.  The Company's audited consolidated financial statements are presented as if the Company was a stand-alone entity for all periods and includes allocations through
the date of Distribution of certain D&B assets, liabilities and general and administrative expenses related to the business.  Management believes these allocations were reasonable; however, the amounts below
do not include additional costs that management believes the Company would have incurred if it were a stand-alone entity for all periods prior to the Distribution.  The information set forth below should be read
in conjunction with the audited Consolidated Financial Statements and related notes in Item 8 and with Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations."





|Years Ended December 31,                   
|-------------------------------------------
|(in thousands, except per share data)      
|Statement of Operations Data (1):          
|Revenues                                   
|Income from partnerships and related fees  
|Operating income                           
|Net income                                 
|                                           
|Earnings Per Share :                       
|Basic                                      
|Diluted                                    
|                                           
|Shares Used in Computing Earnings Per Share
|Basic                                      
|Diluted                                    
|                                           
|Dividends per share                        
|                                           
|Balance Sheet Data (1):                    
|Total assets                               
|Long-term debt                             
|Shareholders' equity (deficit)             
|                                           
|Advertising Sales Data (unaudited) (1, 2): 
|Calendar cycle                             
|Publication cycle                          

(1)    The selected financial data above include amounts related to businesses that were sold during 1997 and 1996.  To facilitate comparison of the financial data, 
         the amounts related to these businesses included above are as follows:

| |                                                        | 1997    | 1996    | 1995    
| | ------------------------------------------------------ | ------- | ------- | --------
| | Revenues                                               | $77,979 | $97,263 | $140,104
| | Income from partnerships and related fees              | 1,724   | 1,710   | 1,739   
| | Operating income                                       | 10,969  | 18,587  | 22,250  
| | Total assets                                           | --      | 80,962  | 131,751 
| | Advertising sales (calendar and publication cycle) (2) | 73,753  | 89,939  | 133,389 

See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Factors Affecting Comparability" for a discussion of 
         certain factors which affect the comparability of the information presented in this table.



(2)   Advertising sales represent the billing value of advertisements sold for an annual directory by the Company and DonTech.  Management reviews the 
        performance of the operating segments on, among other things, the advertising sales generated on a calendar cycle and a publication cycle basis.  Calendar 
        cycle advertising sales represent the billing value of advertisements sold for an annual directory stated on the same basis for which revenue is recognized in 
        the consolidated financial statements (that is, when a sales contract is signed where the Company acts as a sales agent and when a directory is published where 
        the Company acts as the publisher).  Management believes that an additional useful measurement of sales performance is the publication cycle basis.  This 
        method measures sales based on the value of an annual directory according to its publication date regardless of the Company's role and the recognition of 
        revenue in the consolidated financial statements.  If a directory publication date changes from one year to the next, the prior year publication date is adjusted 
        to conform to the present year to maintain comparability.

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                   OPERATIONS

The matters discussed in this Form 10-K of R.H. Donnelley Corporation (the "Company") and R.H. Donnelley Inc. ("Donnelley") contain forward-looking statements subject to the safe harbor created by the
Private Securities Litigation Reform Act of 1995.  Where applicable, the words "believe," "expect," "anticipate," "should," "planned," "estimated," "potential," "goal," "outlook" and similar expressions, as they
relate to the Company, Donnelley or its management, have been used to identify such forward-looking statements.  Regardless of any such identifying phrases, these statements and all other forward-looking statements
reflect the Company's and Donnelley's management's current beliefs and specific assumptions with respect to future business decisions and results, as well as general market conditions, and are based on information
currently available.  Accordingly, the statements are subject to significant risks, uncertainties and contingencies which could cause the Company's and Donnelley's actual operating results, performance or business
prospects to differ materially from those expressed in, or implied by, these statements.  Such risks, uncertainties and contingencies include the following: (1) loss of market share through competition; (2) uncertainties
caused by the consolidation of the telecommunications industry; (3) introduction of competing products or technologies by other companies, especially Internet-related products and services competitive with the
Internet-related services recently implemented by the Company; (4) complexity and uncertainty regarding the development and/or deployment of new high-technology products, including the Internet-related services
recently implemented by the Company, as well as uncertainty regarding the acceptance rate of such services by the small business community; (5) pricing pressures from competitors and/or customers; (6) changes in
the yellow pages industry and markets; and (7) a sustained economic downturn in the United States.



The Company

Except where otherwise indicated, the terms "Company," "we," "us" and "our" refer to R.H. Donnelley Corporation and its wholly owned subsidiary, R.H. Donnelley Inc. ("Donnelley").  As of December 31, 1999, we
had no other operations other than through this subsidiary; therefore, on a consolidated basis, our financial statements and the financial statements of Donnelley were substantially identical.

Our business is organized into three business segments: Directory Advertising Services ("DAS"), DonTech Partnership ("DonTech") and Directory Publishing Services ("DPS").  Within our DAS segment, we provide
advertising sales and marketing services for yellow pages and other directory products under long-term sales agency agreements and partnerships with operating units of major telephone companies, through our own
independent proprietary operation and through a joint venture interest.  We act as a sales agent in New York State for an operating unit of Bell Atlantic Corporation ("Bell Atlantic") and in Florida for an
operating unit of Sprint Corporation ("Sprint").  We serve as the sales agent and publisher for the CenDon partnership ("CenDon"), a 50/50 partnership with an operating unit of Sprint that was formed to publish
directories in Florida, Nevada, Virginia and North Carolina.  We also publish our own independent yellow pages directory in the Cincinnati area.  We have an 18.75% equity interest in a joint venture ("Unicom
Media Ltd.") with China United Telecommunications Corporation ("China Unicom") to publish yellow pages directories and to offer Internet directory services in the People's Republic of China.  Due to their
similarities, we aggregate these businesses in our DAS segment.  Sales commission revenue from the Bell Atlantic and Sprint sales agency operations are recognized when an advertising contract is signed with a
customer.  Sales commission revenue from CenDon and revenue from the sale of advertising in our independent Cincinnati directory are recognized when a directory is published, since in each case we are the
publisher.

We are a 50% partner in DonTech, which acts as the exclusive sales agent for yellow pages directories published by Ameritech Corporation ("Ameritech") in Illinois and northwest Indiana.  Our partner in DonTech
was initially an operating unit of Ameritech, which since the merger of SBC Communications Inc. ("SBC") and Ameritech in October 1999, is now controlled by SBC.  This merger did not trigger any change to the
agreement governing the DonTech partnership.  In addition to our 50% interest in the profits of DonTech, we receive direct fees ("Revenue Participation") from an operating unit of SBC, which are tied to advertising
sales.  While DonTech provides advertising sales of yellow pages and other directory products similar to our DAS segment, the partnership is considered a separate operating segment since, among other things, the
employees of DonTech, including officers and managers, are not our employees.

Within the DPS segment, we provide pre-press publishing services for yellow pages directories, including advertisement creation, sales contract management, listing database management, sales reporting and
commissions, pagination, billing services and imaging, to other yellow pages publishers and certain existing customers under separately negotiated contracts.  Revenue is recognized on a straight-line basis
throughout the year as the services are performed.

Recent Developments

In February 2000, we announced a new initiative, known as "Get Digital SmartSM", designed to deliver a comprehensive package of Internet marketing and e-commerce services to small and medium-sized
local businesses.  Through a number of agreements with leading providers of Internet technology and services, we offer a variety of services, including Web-site design and hosting, e-commerce capabilities,
services to drive traffic and exposure and Internet connectivity.  This new initiative will be marketed initially in the Miami/Fort Lauderdale, Florida area.  We expect to expand during 2000 into other markets
where we do not presently provide services, depending upon our results in southern Florida.

Factors Affecting Comparability

Prior to July 1, 1998, we operated as part of The Dun & Bradstreet Corporation (in the context of specifically describing the Distribution, referred to as "Old D&B," otherwise "D&B").  In December
1997, the Board of Directors of Old D&B approved in principle a plan to separate into two publicly traded companies - R.H. Donnelley Corporation and The New Dun & Bradstreet Corporation ("New D&B").
The distribution ("Distribution") was the method by which Old D&B distributed to its shareholders shares of New D&B common stock.  On July 1, 1998, as part of the Distribution, Old D&B distributed to
its shareholders shares of New D&B stock and Old D&B changed its name to R.H. Donnelley Corporation.

The historical consolidated financial statements reflect the financial position, results of operations and cash flows as if we were a stand-alone entity for all periods presented.  The historical consolidated
financial statements include allocations through the date of the Distribution of certain D&B general and administrative expenses related to our business.  Management believes these allocations were reasonable;
however, management believes that these costs are not indicative of the costs that would have been incurred had we performed or provided these functions as a separate entity.  Management estimates that general
and administrative expenses would have been approximately $4.4 million and $8.6 million higher than the amounts allocated from D&B during the first six months of 1998 and the full year of 1997, respectively.
Additionally, in connection with the Distribution, we issued Debt (as defined under "Liquidity and Capital Resources") and management estimates that additional interest expense of $18.4 million and $42.7 million
would have been incurred in 1998 and 1997, respectively, assuming the Debt was outstanding as of January 1, 1997.

Also affecting the comparability of prior period results was the sale of our Proprietary-East ("P-East") business in December 1997, the expiration of our sales agency contract with Cincinnati Bell in August
1997 and our appointment by Bell Atlantic as the exclusive sales agent to service their 26 yellow pages directories in the Buffalo, New York market in May 1998.  After our contract with Cincinnati Bell expired,
we launched our own independent yellow pages directory in the Cincinnati area and published our initial directory in August 1998.

All 1998 and 1997 data included herein have been restated to reflect a change in the recording of revenue for certain directories in the Sprint relationship.  See our prior year Form 10-K/A for further details.

RESULTS OF OPERATIONS - 1999 vs. 1998 and 1998 vs. 1997

Advertising Sales

Calendar Cycle Basis
Calendar cycle advertising sales represent the billing value of advertisements sold for an annual directory by the Company and DonTech in a given calendar year.  These sales are recognized on the same basis on
which revenues are recognized (that is, when a sales contract is signed where we are a sales agent or when the directory is published where we are the publisher of the directory).  The selling of advertising for
a specific directory is managed as a sales campaign.  The typical sales campaign begins approximately six to eight months prior to the scheduled publication date.  As a result, where we act as a sales agent, the
amount of calendar sales can fluctuate from the prior year due to various factors, including changes in the actual commencement date of the sales campaign and the timing of sales during the sales campaign.

Advertising sales were $1,066.7 million, $991.6 million and $1,064.7 million in 1999, 1998 and 1997, respectively.  However, the 1997 sales amount includes advertising sales from our P-East business of $73.8
million.  Excluding these sales for comparability purposes, advertising sales for 1997 were $990.9 million.  Calendar cycle sales for DAS and DonTech, excluding the sales from P-East, for each of the last three
years, were as follows:

| |               |                 |  |              |  | 1999 vs. 1998 |       |      |               | 1998 vs. 1997
| | ------------- | --------------- |  | ------------ |  | ------------- | ----- | ---- | ------------- | -------------
| |               | 1999            |  | 1998         |  | Change        |       | 1997 |               | Change       
| | (in millions) |                 |  |              |  |               |       |      |               |              
| | DAS           | $  634.4        |  | $ 562.4      |  | $72.0         | 12.8% |      | $ 582.3       |              
| | DonTech       | 432.3           |  | 429.2        |  | 3.1           | 0.7%  |      | 408.6         |              
| | Total         | $1,066.7
====== |  | $991.6
===== |  | $75.1
====    | 7.6%  |      | $ 990.9
===== |              

Calendar cycle sales for DAS increased $72.0 million, or 12.8% in 1999 compared to 1998 primarily due to an increase of 17.2% in the Bell Atlantic markets and 3.6% in the Sprint markets.  Approximately half of
the increase in Bell Atlantic sales was due to the addition of Bell Atlantic's Buffalo market and the remaining increase was due to improving performance in some directories and higher sales in other directories
as a result of timing.  We started selling advertising in the Buffalo market in October 1998; therefore, calendar cycle sales of $6.3 million in 1998 represented only three months of operations.  The increase in
the Sprint markets in 1999 was primarily due to growth in the Las Vegas, Tallahassee and Central Florida directories.  Calendar sales for the Cincinnati directory decreased $0.6 million in 1999 compared to 1998.
Calendar sales at DonTech in 1999 were adversely affected by certain systems problems related to the administration of billing and collections functions, whereby the sales force for the Chicago 2000 directory
campaign continued to sell to customers which they believed were paying on a timely basis but which were actually past due and ultimately withdrawn from the Chicago directory.  We believe that the underlying
systems problems have largely been addressed, although we expect some residual effects in 2000 as our results steadily improve throughout the year, with a return to normal growth rates during the fourth quarter.

Advertising sales for DAS decreased $19.9 million, or 3.4% in 1998 compared to 1997; however, 1997 sales included sales under our sales agency agreement with Cincinnati Bell, which expired in August 1997.
The loss of these sales was partially offset by sales from our independent yellow pages directory.  Adjusting for the impact of this change for comparability purposes, sales for DAS increased $20.5 million, or
3.9% in 1998 compared to 1997.  This increase was driven by growth of 7.0% in the Sprint markets, particularly the Las Vegas, Hickory and Tallahassee areas, and a 2.6% increase in the Bell Atlantic markets.  The
increase in the Bell Atlantic markets was primarily due to $6.3 million of sales in the Buffalo market.  Advertising sales for DonTech increased $20.6 million, or 5.0% in 1998 compared to 1997, primarily due to
strong growth in Chicago and surrounding areas.

Publication Cycle BasisManagement believes that an additional useful measurement of sales performance is the publication cycle basis.  This method measures sales based on the value of an annual directory according to its publication
date regardless of when the advertising for that directory was sold.  If a directory publication date changes from one year to the next, the prior year publication date is adjusted to conform to the present year to
maintain comparability.  Accordingly, publication cycle sales in 1998 have been adjusted from the amounts reported in the prior year to reduce DAS by $0.5 million and increase DonTech by $5.8 million to conform to
the 1999 publication dates.  Similarly, publication cycle sales in 1997 have been adjusted to reduce DAS by $1.2 million and increase DonTech by $5.7 million.  Also in 1999, Sprint took over responsibility for
national advertising sales for Central Florida in consideration for an annual fee payable to us.  Consequently, there were no national advertising sales in 1999 and accordingly, to conform to the 1999 presentation,
national sales of $6.1 million and $5.7 million have been excluded from 1998 and 1997 publication cycle sales for DAS, respectively.

Advertising sales under the publication cycle basis were $1,045.1 million, $989.3 million and $1,082.6 million in 1999, 1998 and 1997, respectively.  However, the 1997 sales amount included advertising sales
from our P-East business of $73.8 million.  Excluding these sales for comparability purposes, advertising sales for 1997 were $1,008.8 million.  Publication cycle sales for DAS and DonTech, excluding the sales
from P-East, for each of the last three years, were as follows:

| |               |                 |  |              |  | 1999 vs. 1998 |      |      |                 | 1998 vs. 1997
| | ------------- | --------------- |  | ------------ |  | ------------- | ---- | ---- | --------------- | -------------
| |               | 1999            |  | 1998         |  | Change        |      | 1997 |                 | Change       
| | (in millions) |                 |  |              |  |               |      |      |                 |              
| | DAS           | $  617.5        |  | $580.4       |  | $ 37.1        | 6.4% |      | $  617.6        |              
| | DonTech       | 427.6           |  | 408.9        |  | 18.7          | 4.6% |      | 391.2           |              
| | Total         | $1,045.1
====== |  | $989.3
===== |  | $ 55.8
====   | 5.6% |      | $1,008.8
====== |              

Publication cycle advertising sales for DAS increased $37.1 million, or 6.4% in 1999 compared to 1998 primarily due to sales in the Buffalo market.  Sales at DonTech increased $18.7 million, or 4.6% due to
overall growth in the DonTech markets.

Advertising sales for DAS decreased $37.2 million, or 6.0% in 1998 compared to 1997.  However, 1997 sales included sales under our sales agency agreement with Cincinnati Bell.  Adjusting for the impact of the
change in the Cincinnati operations, sales for DAS in 1998 were essentially unchanged from 1997.  Strong growth of 7.1% in the Sprint markets was offset by a 2.0% decline in sales in the Bell Atlantic markets.
This decrease was driven primarily by lower sales in the New York City area.

Advertising sales from DonTech in 1998 increased $17.7 million, or 4.5% over 1997 due to growth in the DonTech markets and sales efficiencies as a result of the completion of the final phase of a two-year
initiative to rebalance the publication schedules for the Ameritech directories.

Revenues

Revenues for 1999 increased $16.1 million, or 9.5% to $185.2 million compared to $169.1 million in 1998.  Revenues for 1998 decreased $69.7 million, or 29.2% from 1997 revenues of $238.8 million.  However, the
1997 amount included revenue of $78.0 million from the P-East business.  Excluding this revenue for comparability purposes, 1998 revenues of $169.1 million increased $8.3 million, or 5.2% over 1997 revenues of
$160.8 million.  Revenue by segment, excluding P-East revenue, for each of the last three years was as follows:

| |               |              |  |              |  | 1999 vs. 1998 |        |      |              | 1998 vs. 1997
| | ------------- | ------------ |  | ------------ |  | ------------- | ------ | ---- | ------------ | -------------
| |               | 1999         |  | 1998         |  | Change        |        | 1997 |              | Change       
| | (in millions) |              |  |              |  |               |        |      |              |              
| | DAS           | $153.8       |  | $137.2       |  | $16.6         | 12.1 % |      | $135.7       |              
| | DPS           | 31.4         |  | 31.9         |  | (0.5)         | (1.6)% |      | 25.1         |              
| | Total         | $185.2
===== |  | $169.1
===== |  | $16.1 
====   | 9.5 %  |      | $160.8
===== |              

Directory Advertising Services Segment
The increase in DAS revenue of $16.6 million was primarily due to higher revenue from Bell Atlantic ($14.5 million) as a result of higher sales, approximately half of which came from the addition of the Buffalo
markets, and higher fees earned from the sale of our Yellow Pages Television(YPTV®) product ($2.2 million) due to an increase in volume.  Revenue from the Sprint markets also increased
($0.5 million), but was offset by a decrease in revenue from the Cincinnati directory ($0.6 million).  The increase in DAS revenue in 1998 over 1997 was due to strong growth in the Sprint markets ($6.0 million),
principally Nevada and Florida, partially offset by a decrease due to weakness in the Bell Atlantic market ($2.0 million) and the change in the Cincinnati operation ($2.5 million).

Directory Publishing Services Segment
DPS revenue in 1999 was essentially unchanged from 1998.  The increase in 1998 revenue compared to 1997 was the result of a new long-term contract with the purchaser of the P-East business.

Costs and Expenses

Operating expenses in 1999 of $138.4 million were $15.0 million, or 12.2% higher than operating expenses of $123.4 million in 1998.  This increase was due to an increase in sales costs and commissions of $8.8
million due to the increase in sales and enhancements to our commission plans.  Costs associated with the sale of our YPTV product increased $1.7 million corresponding to the increase in fees earned, and software
related costs increased $1.1 million due to a shift from developmental type expenditures in 1998 (which are capitalized) to maintenance type expenditures (which are expensed when incurred) in 1999.  Operating
expenses in 1998 decreased $41.2 million, or 25.0% from $164.6 million in 1997; however, the amount for 1997 included $50.6 million of operating expenses relating to the P-East business.  Excluding these expenses
for comparability purposes, operating expenses in 1998 increased $9.4 million, or 8.2% over 1997 expenses of $114.0 million.  This increase was primarily attributable to an increase in costs related to the start-up
of the Buffalo operation ($1.9 million), incremental costs relating to the start-up and publication of our first Cincinnati independent directory ($2.0 million) and higher information technology costs ($2.2
million).

General and administrative expenses in 1999 of $29.2 million were $0.8 million, or 2.8% higher than general and administrative expenses of $28.4 million in 1998.  During 1999, we incurred additional finance,
human resources and other costs of approximately $2.5 million as a result of being a stand-alone entity for the entire year and $1.3 million of start-up expenses relating to our new Internet marketing and e-commerce
initiative.  These increases were partially offset by a reduction in employee benefits costs of $2.5 million.  General and administrative expenses in 1998 decreased $1.2 million, or 4.1% from $29.6 million in 1997;
however, the 1997 amount included general and administrative expenses related to P-East of $8.6 million.  Excluding these expenses for comparability purposes, general and administrative expenses for 1998 increased
$7.4 million, or 35.2% over the $21.0 million in 1997.  This increase was primarily due to an increase in finance, human resources and other related costs associated with becoming a stand-alone company ($3.4
million), higher information technology spending ($1.4 million) and costs associated with establishing our relationship with Unicom Media Ltd. ($1.0 million).

Provision for bad debts for 1999 of $8.6 million was $0.3 million, or 3.6% higher than provision for bad debts of $8.3 million in 1998.  As a percentage of DAS revenues, the 1999 provision for bad debts
decreased to 5.6% compared to 6.0% in 1998.  This decrease was primarily due to relatively higher revenues in 1999 related to YPTV operations which generally have lower bad debt losses.  The bad debt provision
for 1998 decreased $10.1 million from $18.4 million in 1997; however, 1997 bad debt expense included $7.1 million related to P-East.  Excluding this expense for comparability purposes, bad debt expense for 1998
decreased $3.0 million compared to bad debt expense of $11.3 million in 1997.  The 1997 bad debt provision (excluding P-East) was 8.3% of DAS revenues.  The higher provision rate in 1997 was mainly attributable
to a higher provision taken for certain Bell Atlantic revenues.

Partnership Income

Income from partnerships and related fees includes our share of the profits or losses from the CenDon partnership, the DonTech partnership (including Revenue Participation) and Unicom Media Ltd.  Income from
partnerships and related fees in 1999 was $139.2 million, a $3.3 million, or 2.4% increase over $135.9 million in 1998.  Income from DonTech increased $3.4 million and income from CenDon increased $1.2 million,
in each case due to growth in advertising sales.

During 1999, Unicom Media Ltd. received the necessary regulatory approvals and commenced directory operations.  Our share of the losses from the start-up of the venture's directory operations totaled $0.6
million in 1999.  In addition, we recorded $0.7 million of amortization expense to amortize the difference between the book value of our investment and our share of the net assets of Unicom Media Ltd.  This
difference of approximately $13.2 million is being amortized over 10 years.  We anticipate that Unicom Media Ltd. will incur losses in 2000 and our share of those losses will be comparable to the 1999 amount.

Income from partnerships and related fees in 1998 increased $5.7 million, or 4.4% from $130.2 million in 1997.  However, the 1997 amount included $1.7 million of partnership income related to our P-East
business.  This partnership was dissolved in connection with the sale of P-East.  Excluding this income for comparability purposes, income from partnerships and related fees in 1998 increased $7.4 million, or
5.8% from $128.5 million in 1997.  This increase was driven by an increase of $3.9 million in income from DonTech and $3.5 million from CenDon, in each case due to the strong growth in advertising sales.

Operating Income

Operating income for 1999 of $129.9 million was $4.7 million, or 3.8% higher than operating income of $125.2 million in 1998.  Operating income for 1998 was $9.3 million, or 6.9% lower than operating income
of $134.5 million in 1997.  However, operating income for 1997 included $11.0 million related to P-East.  Excluding the operating income of P-East for comparability purposes, 1998 operating income increased $1.7
million, or 1.4% compared to 1997.  Operating income (loss), excluding P-East, by segment for each of the last three years was as follows:

| |               |               |  |                 |  | 1999 vs. 1998 |         |      |               | 1998 vs. 1997
| | ------------- | ------------- |  | --------------- |  | ------------- | ------- | ---- | ------------- | -------------
| |               | 1999          |  | 1998            |  | Change        |         | 1997 |               | Change       
| | (in millions) |               |  |                 |  |               |         |      |               |              
| | DAS           | $ 36.0        |  | $ 32.1          |  | $ 3.9         | 12.1 %  |      | $ 29.8        |              
| | DonTech       | 123.5         |  | 120.1           |  | 3.4           | 2.8 %   |      | 116.2         |              
| | DPS           | (5.2)         |  | (3.0)           |  | (2.2)         | (73.3)% |      | (4.6)         |              
| | Other         | (24.4)        |  | (24.0)          |  | (0.4)         | (1.7)%  |      | (17.9)        |              
| | Total         | $129.9 
===== |  | $ 125.2 
====== |  | $ 4.7 
====   | 3.8 %   |      | $123.5 
===== |              

Operating income from DAS and DPS includes the revenues, direct costs and depreciation and amortization incurred by these businesses plus an allocation of certain shared operating and general and administrative
expenses based on estimated business usage.  There are no shared operating and general and administrative expenses allocated to DonTech.  Other operating loss represents general and administrative expenses,
depreciation and amortization and other activities not allocated to DAS or DPS.

The increase in DAS operating income in 1999 of $3.9 million was driven by increases in Bell Atlantic and Sprint (including CenDon) due to increases in advertising sales and revenues that exceeded corresponding
increases in costs.  Also contributing to the increase was a slightly lower operating loss at Cincinnati and slightly higher operating profit from our YPTV operations.  These increases were partially offset by our
share of losses of Unicom Media Ltd. and the related amortization expense.  See "Partnership Income" above for an explanation of the increase in DonTech operating income.  The increase in operating loss for DPS
in 1999 was primarily due to higher software maintenance costs.  Other operating loss increased as higher costs of being a stand-alone entity and start-up expenses relating to our new Internet marketing and e-commerce
initiative were partially offset by lower employee benefits costs.

The increase of $2.3 million in DAS operating income in 1998 compared to 1997 was primarily due to an increase in operating income from the Sprint markets (including CenDon).  This increase was partially
offset by lower operating income from Cincinnati due to the change from our sales agency relationship to the start-up of our independent directory, as well as the Bell Atlantic business.  See "Partnership Income"
above for an explanation of the increase in DonTech operating income.  The decrease in operating loss for DPS in 1998 was principally due to improved profitability as a result of the sale of the P-East business
and lower depreciation charges.  As a result of the sale of the P-East business, work that was originally performed internally is now being performed for the purchaser under a long-term contract.  Other operating
loss increased due to higher costs associated with becoming a stand-alone company, higher information technology spending and costs associated with establishing our relationship with Unicom Media Ltd.

Interest and Taxes

Interest expense for 1999 of $36.7 million increased $13.6 million over $23.1 million in 1998.  This increase was due to a full year's interest being incurred in 1999 whereas the 1998 amount included interest
expense only from the issuance of Debt in June 1998.  The increase was partially offset by a reduction in the average outstanding Debt balance, due to lower borrowings under the Revolver (as defined in "Liquidity
and Capital Resources" below) as a result of strong cash flows and scheduled principal repayments.

The effective tax rate for 1999, 1998 and 1997 was 40.8%, 40.0% and 41.1%, respectively.  The increase in 1999 compared to 1998 was primarily due to non-deductible losses relating to Unicom Media Ltd.  The
higher effective tax rate in 1997 was due to the amortization of goodwill, which is a non-deductible expense for tax purposes.

Net Income

Net income in 1999 was $55.2 million, or $1.61 per diluted share, compared to $61.3 million, or $1.77 per diluted share, in 1998 and $84.7 million, or $2.48 per diluted share, in 1997.  However, as previously
stated, management believes that the historical results of years prior to 1999 were not indicative of the current operations as they include the results of the P-East business that was sold and do not include the
full year effect of certain costs and expenses that were incurred as a result of our separation from D&B.  If the historical results for 1998 and 1997 are adjusted to (i) exclude the operations of the P-East
business, (ii) include the estimated additional general and administrative expenses associated with being a stand-alone company and (iii) assume the Debt was outstanding for all periods prior to the Distribution,
net income for 1998 would have been $47.6 million, or $1.38 per diluted share and net income for 1997 would have been $42.5 million, or $1.24 per diluted share.



LIQUIDITY AND CAPITAL RESOURCES

In connection with the Distribution, Donnelley borrowed $300 million under its Senior Secured Term Facilities ("Term Facilities") and issued $150 million of Senior Subordinated Notes (the "Notes").  Donnelley
also borrowed $50 million against its $100 million Senior Revolving Credit Facility (the "Revolver," and together with the Term Facilities, the "Credit Agreement").  Our obligations under the Credit Agreement are
secured by security interests granted to the lenders in substantially all of our assets, including capital stock in our existing and newly-formed subsidiaries.  The net proceeds from these borrowings (the "Debt")
were distributed to D&B in connection with the Distribution.  The Term Facilities mature between June 2004 and December 2006, and require quarterly principal repayments through 2006.  The Revolver matures in
June 2004.  The Notes pay interest semi-annually at the annual rate of 9.125%, and are due in June 2008.  The Credit Agreement and the Indenture governing the Notes each contain various financial and other restrictive
covenants, including restrictions on asset dispositions and similar transactions, indebtedness, capital expenditures and commitments.

During 1999, we repaid $23.9 million of outstanding Debt and reduced our outstanding Debt balance at December 31, 1999 to $444.7 million from $468.6 million at December 31, 1998.  The weighted-average interest
rate of borrowings under the Credit Agreement was 7.4% and 7.1% at December 31, 1999 and 1998, respectively.  Scheduled principal repayments for 2000 under the Term Facilities are $9.8 million.  We had additional
borrowing capacity of $100 million under the Revolver at December 31, 1999.

During 1999, we generated $62.6 million of cash flows from operations, a decrease of $36.3 million compared to $98.9 million of operating cash flow in 1998.  In 1999, we made interest payments and estimated
quarterly income tax payments for the full year whereas in 1998 we made payments only for the periods subsequent to the Distribution.  The additional interest and income tax payments negatively affected cash
flows in 1999 by approximately $22.3 million and $12.0 million, respectively.  Higher accounts receivable at December 31, 1999 as a result of higher sales also adversely affected cash flows by $4.9 million
compared to 1998.  The timing of cash distributions from our partnerships during 1999 had a positive effect on cash flows of approximately $2.5 million.  We believe that cash flows from operations and available
borrowing capacity under the Revolver will be sufficient to fund our operations and meet our anticipated investment, capital expenditure and debt service requirements for the foreseeable future.

Cash flows from operating activities for 1998 were $0.8 million lower than 1997 operating cash flows of $99.7 million.  Cash flows for 1998 were negatively affected by lower net income and lower cash distributions
from our partnership investments, which were partially offset by net cash generated from changes in working capital.  Lower net income was mainly due to the loss of income from P-East, lower earnings in the Bell
Atlantic and Cincinnati operations, and increases in expenses, primarily interest and general and administrative expenses, as a result of our separation from D&B.  The lower cash distributions from our partnership
investments was due to timing, and the net cash generated from changes in working capital was due to changes in accounts receivable and accrued and other liabilities.  Cash generated by accounts receivable was
positive in 1997, mainly due to lower Bell Atlantic sales because of timing of directory publications.  This situation reversed itself in 1998.  New receivables associated with the Cincinnati directory in 1998
coupled with the reversal of the Bell Atlantic receivable situation caused a negative effect on cash flow that year.  Cash flows generated from changes in accrued and other liabilities were impacted by changes in
net deferred tax liabilities as a result of estimates used to approximate tax balances as if we were a separate entity in 1997 and accrued interest payable related to the Debt at the end of 1998.

Cash used in investing activities totaled $15.4 million in 1999 compared to $14.0 million for 1998.  In 1999, we invested an additional $8.0 million in Unicom Media Ltd. compared to a $1.3 million investment
in 1998.  Expenditures to acquire property and equipment and computer software decreased in 1999 to $7.4 million compared to $12.7 million in 1998.  The decrease in 1999 was due to higher software development
costs and expenditures for the purchase of computer-related equipment during 1998 as a result of our separation from D&B, as well as the delay of certain expenditures for computer-related equipment and
software development until 2000.  In 1997, cash provided by investing activities was $105.7 million and included $122.0 million from the sale of the P-East business.  We anticipate that expenditures for computer-related
equipment and software development costs for 2000 will be approximately $11 million to $13 million.  In addition, under the terms of the joint venture agreement, we will invest an additional $6.5 million in Unicom
Media Ltd. over the next two years.  Lastly, in connection with our recently announced Internet marketing and e-commerce initiative, we expect to invest between $6 million and $8 million in 2000.  Other than the
foregoing, we have no material commitments for capital expenditures.

Cash used in financing activities for 1999 of $47.1 million was principally for the repurchase of stock under our Share Repurchase Plans (as defined below) and the repayment of Debt.  Cash used in financing
activities in 1998 totaled $82.7 million and included net proceeds of $490.4 million from the issuance of Debt, which was distributed to D&B in connection with the Distribution.  Also, prior to the Distribution,
all cash deposits were transferred to D&B on a daily basis and D&B funded our disbursement bank accounts as required.  The net amount transferred was approximately $38.9 million and is included in the net
distributions to D&B amount of $529.3 million.  During 1998, we repaid $31.4 million of Debt and paid $12.0 million in dividends.  We ceased paying dividends after the payment of the fourth quarter 1998 cash
dividend.  The net amount transferred to D&B for 1997 of $205.4 million included proceeds of $122.0 million from the sale of the P-East business.

During 1999, we spent $28.0 million to repurchase 1,589,400 shares of common stock under both our Systematic Share Repurchase Plan and our Open Market Share Repurchase Plan (collectively, "Share Repurchase Plans"),
which represented 4.6% of the outstanding shares at the beginning of the year.  The repurchase of shares under the Share Repurchase Plans was, and will continue to be, funded from operating cash flows.  In
December 1999, the Board of Directors authorized the Company to spend up to an additional $25 million to repurchase shares under the Open Market Share Repurchase Plan during the next two years.  In addition, at
the end of 1999, we had available authorization to repurchase up to 2.5 million shares under the Systematic Share Repurchase Plan to offset the dilutive impact on earnings of the exercise of employee stock options.

During 1998, we agreed to invest $15.8 million to acquire an 18.75% interest in Unicom Media Ltd., a joint venture with China Unicom.  Unicom Media Ltd. holds an 80% interest in Unicom Yellow Pages, its yellow
pages directories operating subsidiary, and owns and operates ChinaBiG, a comprehensive, bilingual Internet directory.  Through December 31, 1999, under the terms of the joint venture agreement, we have contributed
$9.3 million in cash and anticipate making additional cash contributions of $4.0 million in 2000 and $2.5 million in 2001.  These payments will be funded from cash flows from operations or from borrowings under
the Revolver.  We also have an option to purchase an additional 12.5% interest in Unicom Media Ltd. for $10 million at any time through November 5, 2000.  At this time, we have not determined if we will exercise
this option.

Year 2000 Issue

The Year 2000 ("Y2K") issue is the result of computer programs having been written using two digits rather than four digits to define the applicable year.  Computer programs that have date sensitive software
may recognize a date using "00" as the year 1900 rather than the year 2000.  Prior to January 1, 2000, there was a great deal of concern at all levels of government and across the business community in the United
States that the Y2K issue could result in systems failures or miscalculations causing disruptions of operations, including, among other things, a temporary inability to process ordinary business transactions.

Through December 31, 1999, we invested $5.5 million to investigate, test and remediate or replace our computer systems to ensure that they would continue to function properly and without material disruption
following December 31, 1999.  To date, we have not experienced, and do not anticipate that we will experience, any material systems failures or disruptions related to the Y2K issue.  No assurance can be given,
however, that we will not experience residual failures or disruptions related to the Y2K issue in the future or as to the effect of such failures or disruptions on our financial condition or results of operations.

For a detailed discussion of our Y2K compliance program, see "Management's Discussion and Analysis - Year 2000 Issue" in our Quarterly Report on Form 10-Q for the period ended September 30, 1999.

Risk Management

We are exposed to interest rate risk through our Credit Agreement, where we borrow at prevailing short-term variable rates.  To reduce our exposure to changes in interest rates on our floating rate long-term
debt, we entered into interest rate swap agreements having a total notional principal amount of $175 million, which expire between June 2001 and June 2003.  These agreements effectively change the interest rate
on $175 million of floating rate borrowings to fixed rates.  We view these derivative financial instruments as risk management tools that are entered into for hedging purposes only.  We do not use derivative
financial instruments for trading or speculative purposes.  The notional amount of the swap agreements is used to measure interest to be paid or received and does not represent the amount of exposure to credit
loss.  We are exposed to credit risk in the event of nonperformance by the counterparty to the interest rate swap agreements.  However, we do not anticipate nonperformance by the counterparty.  A discussion of
our accounting policies for derivative financial instruments is included in Note 2 and further disclosure relating to these financial instruments is included in Note 12 to the Consolidated Financial Statements in Item 8.

Market Risk Sensitive Instruments

Interest Rate RiskThe fair value of interest rate risk is an estimate of the termination value of the interest rate swaps based on quoted market interest rates.  At December 31, 1999, the unrealized fair value of the interest
rate swaps was a gain of $4.2 million.  Assuming an instantaneous parallel upward shift in the yield curve of 10% from the year-end level of 6.0%, the unrealized fair value of the interest rate swaps would be a
gain of $6.6 million.  Assuming an instantaneous parallel downward shift in the yield curve of 10% from the December 31, 1999 level, the unrealized fair value of the interest rate swaps would be a gain of $1.8
million.

Foreign Exchange Risk  We are exposed to foreign exchange risk through our equity interest in Unicom Media Ltd.  Our required contributions in 2000 and 2001 of $4.0 million and $2.5 million, respectively, are subject to adjustment
if the exchange rate of the People's Republic of China currency (RMB) on the date of payment is more than 10% higher or lower than the specified exchange rate of RMB8.2778.  Assuming a 10% depreciation of the RMB
(to RMB9.106), the U.S. dollar amount of our contributions would decrease to approximately $3.6 million and $2.3 million, respectively.  Assuming a 10% appreciation of the RMB (to RMB7.45), the U.S. dollar amount
of our contributions would increase to approximately $4.4 million and $2.8 million, respectively.

While the exchange rate of the RMB can change suddenly due to changes in monetary policy, market conditions or other factors in the People's Republic of China, the exchange rate has been relatively stable over
the last five years, ranging from RMB8.2716 to RMB8.4462.  We have decided not to use financial instruments, such as forward contracts or options to hedge this potential exposure as we believe that such
instruments are costly relative to the potential risk.  Unicom Media Ltd. currently represents our only foreign operation.

ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The requirements of this Item are discussed in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Market Risk Sensitive Instruments."



ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

|                                                                                                                                                                                                                                                                                                                                                                                                                          | Page             
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------
|R.H. DONNELLEY CORPORATION                                                                                                                                                                                                                                                                                                                                                                                                |                  
|Report of Independent Accountants
Consolidated Statements of Operations for three years ended December 31, 1999
Consolidated Balance Sheets at December 31, 1999 and 1998
Consolidated Statements of Cash Flows for the three years ended December 31, 1999
Consolidated Statement of Changes in Shareholders' Equity (Deficit)
   for the three years ended December 31, 1999
Notes to Consolidated Financial Statements | 20
21
22
23
24
25
|DONTECH                                                                                                                                                                                                                                                                                                                                                                                                                   |                  
|Report of Independent Accountants
Combined Statements of Operations for the three years ended December 31, 1999
Combined Balance Sheets at December 31, 1999 and 1998
Combined Statements of Cash Flows for the three years ended December 31, 1999
Combined Statements of Partners' Capital for the three years ended December 31, 1999
Notes to Combined Financial Statements                                           | 39
40
41
42
43
44



REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and 
Shareholders of R.H. Donnelley Corporation:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, shareholders' equity (deficit) and cash flows present fairly, in all material respects, the
financial position of R.H. Donnelley Corporation (the "Company") and its subsidiary at December 31, 1999 and 1998, and the results of their operations and their cash flows for each of the three years in the
period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States.  These financial statements are the responsibility of the Company's management; our responsibility
is to express an opinion on these financial statements based on our audits.  We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, which
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed above.

| | /s/PRICEWATERHOUSECOOPERSLLP
| | ----------------------------

New York, New York
February 21, 2000



R.H. DONNELLEY CORPORATION



CONSOLIDATED STATEMENTS OF OPERATIONS

| | Years Ended December 31,
| | ------------------------
| | 1999                    



|Revenues                                    | $ 185,154         | $ 169,090         | $ 238,823        
|------------------------------------------- | ----------------- | ----------------- | -----------------
|Expenses                                    |                   |                   |                  
|Operating expenses                          | 138,354           | 123,420           | 164,636          
|General and administrative expenses         | 29,185            | 28,447            | 29,576           
|Provision for bad debts                     | 8,571             | 8,264             | 18,382           
|Depreciation and amortization               | 18,319            | 19,578            | 21,930           
|Total expenses                              | 194,429           | 179,709           | 234,524          
|Income from partnerships and related fees   | 139,181           | 135,854           | 130,171          
|Operating income                            | 129,906           | 125,235           | 134,470          
|Interest expense, net                       | 36,744            | 23,141            | --               
|Gain on disposition                         | --                | --                | 9,412            
|Income before provision for income taxes    | 93,162            | 102,094           | 143,882          
|Provision for income taxes                  | 38,011            | 40,826            | 59,139           
|Net income                                  | $  55,151
======= | $  61,268
======= | $  84,743
=======
|Earnings per share                          |                   |                   |                  
|Basic                                       | $     1.64
====== | $     1.79
====== | $     2.48
======
|Diluted                                     | $     1.61
====== | $     1.77
====== | $     2.48
======
|Shares used in computing earnings per share |                   |                   |                  
|Basic                                       | 33,676
  =====    | 34,237
  =====    | 34,153
  =====   
|Diluted                                     | 34,159
  =====    | 34,522
  =====    | 34,213
  =====   



The accompanying notes are an integral part of the consolidated financial statements.





R.H. DONNELLEY CORPORATION



CONSOLIDATED BALANCE SHEETS

| | December 31,
| | ------------
| | 1999        



|Assets                                          |                   |                  
|----------------------------------------------- | ----------------- | -----------------
|Current Assets:                                 |                   |                  
|Cash and cash equivalents                       | $  2,390          | $  2,302         
|Accounts receivable                             |                   |                  
|Billed                                          | 8,478             | 6,941            
|Unbilled                                        | 68,213            | 67,654           
|Other                                           | 10,011            | 8,712            
|Allowance for doubtful accounts                 | (7,992)           | (8,765)          
|Total accounts receivable - net                 | 78,710            | 74,542           
|Deferred contract costs                         | 9,728             | 10,746           
|Income tax refund receivable                    | 6,000             | --               
|Other current assets                            | 5,448             | 4,278            
|Total current assets                            | 102,276           | 91,868           
|                                                |                   |                  
|Property and equipment - net                    | 17,626            | 21,077           
|Computer software - net                         | 24,225            | 33,523           
|Partnership investments and related receivables | 230,205           | 27,782           
|Other non-current assets                        | 21,074            | 21,591           
|                                                |                   |                  
|Total Assets                                    | $395,406 
======= | $385,841 
=======



|Liabilities and Shareholders' Deficit              |                   |                  
|-------------------------------------------------- | ----------------- | -----------------
|Current Liabilities:                               |                   |                  
|Accounts payable and accrued liabilities           | $ 45,582          | $ 57,623         
|Accrued interest payable                           | 9,253             | 11,391           
|Investment obligation to Unicom Media Ltd.         | 3,978             | --               
|Current portion of long-term debt                  | 9,750             | 4,125            
|Total current liabilities                          | 68,563            | 73,139           
|                                                   |                   |                  
|Long-term debt                                     | 435,000           | 464,500          
|Deferred income taxes                              | 63,024            | 50,909           
|Postretirement and postemployment benefits         | 9,380             | 9,648            
|Other liabilities                                  | 12,250            | 12,415           
|                                                   |                   |                  
|Commitments and contingencies                      |                   |                  
|                                                   |                   |                  
|Shareholders' Deficit:                             |                   |                  
|Preferred stock, par value $1 per share,           |                   |                  
|Authorized - 10,000,000 shares, outstanding - none | --                | --               
|Common stock, par value $1 per share, authorized-- |                   |                  
|400,000,000 shares; issued-- 51,621,894 shares     |                   |                  
|for 1999 and 1998, respectively                    | 51,622            | 51,622           
|Additional paid-in capital                         | 5,172             | 274              
|Unearned compensation                              | (86)              | --               
|Retained deficit                                   | (203,443)         | (258,594)        
|Treasury stock, at cost, 18,578,996 and 17,419,739 |                   |                  
|shares for 1999 and 1998, respectively             | (46,076)          | (18,072)         
|Total shareholders' deficit                        | (192,811)         | (224,770)        
|                                                   |                   |                  
|Total Liabilities and Shareholders' Deficit        | $395,406 
======= | $385,841 
=======



The accompanying notes are an integral part of the consolidated financial statements.







R.H. DONNELLEY CORPORATION



CONSOLIDATED STATEMENTS OF CASH FLOWS





|Years Ended December 31,
|------------------------
|1999                    



|Cash Flows from Operating Activities:               |                  |                  |                 
|--------------------------------------------------- | ---------------- | ---------------- | ----------------
|Net income                                          | $55,151          | $ 61,268         | $ 84,743        
|Reconciliation of net income to net cash            |                  |                  |                 
|provided by operating activities:                   |                  |                  |                 
|Depreciation and amortization                       | 19,021           | 19,578           | 21,930          
|Deferred income tax                                 | 12,115           | 2,800            | (13,043)        
|Noncash interest expense                            | 1,109            | 793              | --              
|Noncash compensation expense                        | 150              | --               | --              
|Provision for doubtful accounts                     | 8,571            | 8,264            | 18,382          
|Gain from sale of business                          | --               | --               | (9,412)         
|Cash received in excess of (less than)              |                  |                  |                 
|income from partnerships                            | 1,402            | (1,061)          | 10,930          
|Loss on sale of property and equipment              | --               | --               | 1,551           
|(Increase) decrease in accounts receivable          | (12,740)         | (7,848)          | 16,566          
|Decrease (increase) in deferred contract costs      | 1,018            | 227              | (7,428)         
|Increase in income tax refund receivable            | (6,000)          | --               | --              
|(Increase) decrease in other assets                 | (1,524)          | (4,066)          | 1,806           
|(Decrease) increase in accounts payable, accrued    |                  |                  |                 
|and other current liabilities                       | (12,691)         | 12,908           | (26,057)        
|(Decrease) increase in other liabilities            | (2,983)          | 6,026            | (314)           
|Net cash provided by operating activities           | 62,599           | 98,888           | 99,654          
|                                                    |                  |                  |                 
|Cash Flows from Investing Activities:               |                  |                  |                 
|Proceeds from sale of business                      | --               | --               | 122,000         
|Additions to property and equipment                 | (4,030)          | (5,207)          | (9,078)         
|Additions to computer software                      | (3,405)          | (7,443)          | (7,190)         
|Investment in Unicom Media Ltd.                     | (8,000)          | (1,300)          | --              
|Net cash (used in) provided by investing activities | (15,435)         | (13,950)         | 105,732         
|                                                    |                  |                  |                 
|Cash Flows from Financing Activities:               |                  |                  |                 
|Net proceeds from long-term borrowings              | --               | 490,408          | --              
|Repayment of debt                                   | (23,875)         | (31,375)         | --              
|Net distribution to D&B                             | --               | (529,306)        | (205,414)       
|Purchase of treasury stock                          | (27,957)         | (1,017)          | --              
|Proceeds from employee stock option exercises       | 4,756            | 144              |                 
|Payment of dividend                                 | --               | (12,016)         | --              
|Other, net                                          | --               | 494              | --              
|Net cash used in financing activities               | (47,076)         | (82,668)         | (205,414)       
|                                                    |                  |                  |                 
|Increase (decrease) in cash and cash equivalents    | 88               | 2,270            | (28)            
|                                                    |                  |                  |                 
|Cash and cash equivalents, beginning of year        | 2,302            | 32               | 60              
|                                                    |                  |                  |                 
|Cash and cash equivalents, end of year              | $  2,390 
====== | $  2,302 
====== | $     32 
======



The accompanying notes are an integral part of the consolidated financial statements.





R.H. DONNELLEY CORPORATION



CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

|                                          | Common Stock    | Paid-in Capital | UnearnedCompensation | Retained Earnings (Deficit) | Treasury Shares    | Total Shareholders' Equity (Deficit)
|----------------------------------------- | --------------- | --------------- | -------------------- | --------------------------- | ------------------ | ------------------------------------
|(in thousands, except per share data)     |                 |                 |                      |                             |                    |                                     
|Balance, January 1, 1997                  | $51,774         |                 |                      | $342,317                    | $ (17,613)         | $ 376,478                           
|                                          |                 |                 |                      |                             |                    |                                     
|Net income                                |                 |                 |                      | 84,743                      |                    | 84,743                              
|Net distribution to D&B                   |                 |                 |                      | (205,414)                   |                    | (205,414)                           
|Net change due to treasury stock activity | 193             |                 |                      | 48                          | (241)              | --                                  
|Balance, December 31, 1997                | 51,967          |                 |                      | 221,694                     | (17,854)           | 255,807                             
|                                          |                 |                 |                      |                             |                    |                                     
|Net income                                |                 |                 |                      | 61,268                      |                    | 61,268                              
|Dividends paid ($0.35 per share)          |                 |                 |                      | (12,016)                    |                    | (12,016)                            
|Net distribution to D&B                   |                 |                 |                      | (529,306)                   |                    | (529,306)                           
|Net change due to treasury stock activity |                 |                 |                      |                             |                    |                                     
|prior to the Distribution                 | (345)           | $  274          |                      | (234)                       | 799                | 494                                 
|Acquisition of common stock               |                 |                 |                      |                             | (1,017)            | (1,017)                             
|Balance, December 31, 1998                | 51,622          | 274             |                      | (258,594)                   | (18,072)           | (224,770)                           
|                                          |                 |                 |                      |                             |                    |                                     
|Net income                                |                 |                 |                      | 55,151                      |                    | 55,151                              
|Employee stock option exercises           |                 | 4,898           |                      |                             | 471                | 5,369                               
|Issuance of restricted stock              |                 |                 | $ (236)              |                             |                    | (236)                               
|Amortization of restricted stock          |                 |                 | 84                   |                             |                    | 84                                  
|Issuance of compensatory stock options    |                 |                 | 66                   |                             |                    | 66                                  
|Acquisition of common stock               |                 |                 |                      |                             | (28,475)           | (28,475)                            
|                                          |                 |                 |                      |                             |                    |                                     
|Balance, December 31, 1999                | $51,622 
====== | $  5,172
====== | $  (86)
=====        | $(203,443)
========         | $ (46,076)
======= | $ (192,811)
========                
|                                          |                 |                 |                      |                             |                    |                                     

The accompanying notes are an integral part of the consolidated financial statements.





R.H. DONNELLEY CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data, unless otherwise noted)

1.  Description of Business and Basis of Presentation

R.H. Donnelley Corporation (the "Company") provides advertising sales and marketing services for yellow pages and other directory products under long-term sales agency agreements and partnerships with
operating units of major telephone companies, through its independent proprietary operation and through a joint venture interest.  The Company is a sales agent in New York State for an operating unit of Bell
Atlantic Corporation ("Bell Atlantic") and in Florida for an operating unit of Sprint Corporation ("Sprint").  It also serves as a sales agent for the CenDon partnership ("CenDon"), a 50/50 partnership between
the Company and an operating unit of Sprint that was formed to publish directories in Florida, Nevada, Virginia and North Carolina.  The Company also has a 50/50 partnership ("DonTech") with an operating unit of
Ameritech Corporation ("Ameritech"), which acts as the exclusive sales agent for yellow pages directories published by Ameritech in Illinois and northwest Indiana.  The DonTech partnership was initially a
partnership between Donnelley and an operating unit of Ameritech, which since the merger of SBC Communications Inc. ("SBC") and Ameritech in October 1999, is now controlled by SBC.  This merger did not trigger
any change to the agreement governing the DonTech partnership.  Lastly, the Company holds an 18.75% equity interest in a joint venture ("Unicom Media Ltd.") with China United Telecommunications Corporation
("China Unicom") to publish yellow pages directories and to offer Internet directory services in the People's Republic of China.

The Company also provides pre-press publishing services for yellow pages directories, including advertisement creation, sales contract management, listing database management, sales reporting and commissions,
pagination, billing services and imaging, to other yellow pages publishers and its existing customers under separately negotiated contracts.

At December 31, 1999, the Company's only operating subsidiary was R.H. Donnelley Inc. ("Donnelley").  Therefore, on a consolidated basis, the financial statements of the Company and Donnelley were substantially
identical.

Prior to July 1, 1998, the Company operated as part of The Dun & Bradstreet Corporation (in the context of specifically describing the Distribution, referred to as "Old D&B," otherwise "D&B").
On December 17, 1997, the Board of Directors of Old D&B approved in principle a plan to separate into two publicly traded companies - R.H. Donnelley Corporation and The New Dun & Bradstreet Corporation
("New D&B").  The distribution ("Distribution") was the method by which Old D&B distributed to its shareholders shares of New D&B common stock.  On July 1, 1998, as part of the Distribution, Old D&B
distributed to its shareholders shares of New D&B stock and Old D&B changed its name to R.H. Donnelley Corporation.

The consolidated financial statements reflect the financial position, results of operations and cash flows of the Company as if it were a separate entity for all periods presented.  Prior to the Distribution,
D&B provided certain centralized services to the Company, the cost of which was allocated to the Company.  The allocations totaled $11,570 for the six months ended June 30, 1998 and $21,531 for the year ended
1997, and are included in operating expenses and general and administrative expenses in the Consolidated Statements of Operations.  Management believes these allocations were reasonable; however, it believes that
the costs of these services are not indicative of the costs that would have been incurred had the Company performed or provided these services as a separate entity.

The Company retained all the assets and liabilities related to the yellow pages and other directory product sales, marketing and publishing service businesses after the Distribution, as well as an allocation
of certain D&B corporate headquarters assets and liabilities relating to the Company's businesses.  Management believes these allocations were reasonable.

In connection with the Distribution, Donnelley entered into a credit agreement with The Chase Manhattan Bank and the Lenders party thereto. Under the terms of the agreement, Donnelley obtained a Senior
Revolving Credit Facility of $100,000 and Senior Secured Term Facilities in the aggregate amount of $300,000, of which Donnelley initially borrowed $350,000 from the combined facilities.  In addition, Donnelley
issued $150,000 of Senior Subordinated Notes. The net proceeds were distributed to D&B in connection with the Distribution, but repayment of such indebtedness remains an obligation of Donnelley, as guaranteed
by the Company.  Net distributions to D&B include net cash transfers, third-party liabilities paid on behalf of the Company by D&B and amounts due to/from D&B for services and other charges.  No
interest was charged on these intercompany transactions.

For purposes of governing certain ongoing relationships between the Company and D&B after the Distribution and to provide for orderly transition, the Company and D&B entered into various agreements
including a Distribution Agreement, Tax Allocation Agreement, Indemnity and Joint Defense Agreement, Employee Benefits Agreement, Shared Transaction Services Agreement (expired during 1999), Intellectual Property
Agreement, Data Services Agreement and Transition Services Agreement.

2.  Summary of Significant Accounting Policies

Principles of Consolidation.  The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.  All intercompany transactions and balances have
been eliminated.  Investments in the Company's partnerships and joint venture are accounted for under the equity method of accounting.  The Company's share of partnership and joint venture operating results is
reflected in income from partnerships and related fees, a component of operating income.  Related fees represent the revenue participation fees from SBC (see Note 4).

Revenue Recognition.  The Company recognizes revenue as earned, which is based on contractual relationships.  For agreements where the Company is a sales agent, revenue is comprised of sales
commissions and is recognized upon execution of contracts for the sale of advertising.  For operations where the Company is the publisher, revenue is recognized when directories are published.  Revenue from
publishing services is recognized on a straight-line basis throughout the year as the services are performed.

Cash and Cash Equivalent.   Cash equivalents include highly liquid investments with a maturity of less than three months at the time of acquisition.

Unbilled Receivables.  For agreements where the Company is a sales agent, unbilled receivables represent revenues earned from the sale of advertising in directories that are scheduled to be
published by the publisher. These receivables will be billed to the publisher upon directory publication in accordance with contractual provisions.  For operations where the Company is the publisher, unbilled
receivables represent revenues earned on published directories.  In most cases, advertisers are billed ratably over the life of the directories, which is generally 12 months.

Deferred Contract Costs.  Direct costs incurred by the Company as publisher are deferred until the related directory is published. Direct costs incurred where the Company is a sales agent
are expensed in the year incurred.

Property and Equipment.  Property and equipment are recorded at cost.  Depreciation is provided over the estimated useful lives of depreciable assets using the straight-line method.  Estimated
useful lives are five years for machinery and equipment, ten years for furniture and fixtures and three to five years for computer equipment.  Leasehold improvements are amortized on a straight-line basis over
the shorter of the term of the lease or the estimated useful life of the improvement.  Depreciation expense was $7,104, $9,561 and $11,703 for the year ended December 31, 1999, 1998 and 1997, respectively.

Capitalized Software Costs.  Certain direct costs incurred for computer software to meet the needs of the Company and its customers are capitalized. These costs are amortized on a straight-line
basis over five years.  Effective January 1, 1999, the Company adopted Statement of Position 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use," which requires that
certain costs incurred in connection with developing or obtaining software for internal use be capitalized.  Amortization expense was $11,215, $10,017 and $9,789 for the year ended December 31, 1999, 1998 and
1997, respectively.



Income Taxes.  The Company accounts for income taxes under the liability method in accordance with SFAS 109, "Accounting for Income Taxes."  The provision for income taxes for the years ended
December 31, 1998 and 1997 were calculated on a separate-company basis.  Prior to the Distribution, the Company was included in the Federal and certain state income tax returns of D&B and the income taxes
paid on behalf of the Company through June 30, 1998 by D&B have been included in equity.

Concentration of Credit Risk.  The Company maintains significant receivable balances with operating units of SBC, Bell Atlantic and Sprint.  The amount the Company receives is subject to
subsequent adjustments, up to specified maximums, based on collections by the telephone companies from the individual advertisers.  The Company does not currently foresee a credit risk associated with these
receivables due to the high credit ratings of it counterparties.  The Company also maintains accounts receivable balances directly with the individual advertisers in its Cincinnati operations.

The Company establishes an allowance for doubtful accounts based on the expected collectibility of receivables from advertisers principally based upon historical trends.

Derivative Financial Instruments.  The Company uses interest rate swap contracts to manage market risk and reduce its exposure to fluctuations in interest rates on its variable rate debt.
Periodic payments and receipts under the interest rate swaps are recorded as part of interest expense.  The related amount payable to, or receivable from, the counterparty is included in accrued interest payable
or other current assets.  The fair value of the interest rate swaps is not recognized in the consolidated financial statements as they are accounted for as hedges.  If the interest rate swaps cease to qualify as
a hedge, any subsequent gains and losses would be recognized in income.  The Company is subject to credit risk in the event of nonperformance by the counterparty to the interest rate swap agreements.  However,
the Company does not anticipate nonperformance by the counterparty.  The Company does not use derivative financial instruments for trading or speculative purposes.

In June 1999, the Financial Accounting Standards Board (FASB) issued Statement No. 137, "Accounting for Derivative Instruments and Hedging Activities-Deferral of Effective Date of FASB Statement No. 133."
The statement defers for one year the effective date of FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities."  Statement No. 133 will now be effective for all fiscal quarters of
fiscal years beginning after June 15, 2000.  The Statement will require the Company to recognize all derivative instruments in the balance sheet at fair value and subsequent changes in the fair value of the
derivative instruments would be recognized in earnings unless specific hedge accounting criteria is met.  Management believes that the adoption of Statement No. 133 should not have a material adverse effect on
the Company's earnings or financial position, but is still in the process of determining what effect, if any, Statement No. 133 will have on the Company's earnings and financial position.

Earnings Per Share of Common Stock.  Basic earnings per share are calculated by dividing net income by the weighted average common shares outstanding during the year.  Diluted earnings per
share are calculated by dividing net income by the weighted average common shares outstanding plus potentially dilutive common shares, primarily stock options, calculated using the treasury stock method.  The
table below provides a reconciliation of basic weighted average shares outstanding to diluted weighted average shares outstanding.  At December 31, 1999 and 1998, options to purchase 32,700 and 2,026,740 shares
of common stock, respectively, were not included in the computation of diluted weighted average shares outstanding because the effect would have been antidilutive.

|                                              | 1999         | 1998         | 1997        
|--------------------------------------------- | ------------ | ------------ | ------------
|(in thousands)                                |              |              |             
|Weighted average shares outstanding - basic   | 33,676       | 34,237       | 34,153      
|Potentially dilutive shares                   | 483          | 285          | 60          
|Weighted average shares outstanding - diluted | 34,159
===== | 34,522
===== | 34,213
=====



During 1998, the Company executed a one-for-five split of its outstanding common stock.  All share and per share data provided herein have been adjusted to reflect such reverse stock split.

Treasury Stock Activity.  Purchases of Company common stock are accounted for using the cost method whereby the total cost of the shares reacquired is charged to treasury stock, a contra
equity account.  When treasury stock is reissued (e.g. to satisfy exercises of employee stock options), proceeds received in excess of cost are credited to additional paid-in capital.  Cost is determined based on
the first-in, first-out cost flow assumption.

Estimates.  The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ materially from those estimates and assumptions.  Estimates and
assumptions are used in the determination of allowances for bad debts, depreciation and amortization and employee benefit plans, among others.

Reclassifications.  Certain prior year amounts have been reclassified to conform to the current year's presentation.  In addition, in 1998 certain expenses related to the sale of advertising,
historically included as general and administrative expenses, were reclassified to operating expenses to better measure the contribution of each operating unit and facilitate decision making and resource
allocation.  As a result, general and administrative expenses of $33,040 were reclassified to operating expenses for 1997.  These reclassifications had no impact on previously reported results of operations or
shareholders' equity.

3.  Non-Recurring Items

Post-Distribution Adjustments.  The asset and liability amounts allocated to the Company from D&B pursuant to the Distribution were based on preliminary estimates and were subject to
revision based on final determinations of amounts.  Accordingly, in 1998, adjustments were made to reflect approximately $13,600 of additional deferred tax liabilities and to decrease benefit liabilities
originally assumed by approximately $8,100.  These adjustments were reflected as an adjustment to equity and did not have any impact on the Consolidated Statements of Operations.

Sale of Business.  The 1997 operating results include a pretax gain of $9,412 related to the sale of the Proprietary-East business ("P-East").  In connection with the sale of P-East, the
Company maintains a continuing obligation to provide publishing services to the acquirer through 2002.  This obligation has been adequately provided for in the financial statements.

4.  Partnership and Joint Venture Investments

DonTech.   In 1991, the Company formed a general partnership with an operating unit of Ameritech, the DonTech Partnership ("DonTech I").  Prior to August 1997, DonTech I published various
directories, solicited advertising and manufactured and delivered directories in Illinois and northwest Indiana.  In August 1997, the Company signed a series of agreements with Ameritech changing the structure of
the existing partnership.  A new partnership was formed ("DonTech") and DonTech was appointed the exclusive sales agent in perpetuity for yellow pages directories published by Ameritech in Illinois and northwest
Indiana.  Under the new sales agency partnership, DonTech performs the advertising sales function for the directories and earns a commission while Ameritech serves as the publisher.  The Company has a 50% interest
in the profits of DonTech.  The Company also receives direct fees ("Revenue Participation") from an operating unit of SBC, which are tied to advertising sales.

The Company recognized income and related fees of $123,524, $120,087 and $116,228 from the DonTech partnership during 1999, 1998 and 1997, respectively.  These amounts included Revenue Participation income of
$103,755, $99,727 and $51,610 for 1999, 1998 and 1997, respectively.  The Company's investment in DonTech was $197,307 and $198,848 at December 31, 1999 and 1998, respectively.  The Revenue Participation receivable
from SBC, included in the Company's total investment, was $104,105 at December 31, 1999, and $100,748 at December 31, 1998.

CenDon.  The Company has a 50% interest in the profits of CenDon.  The Company recognized equity earnings of $16,935, $15,767 and $12,219 from CenDon during 1999, 1998 and 1997, respectively.
The Company's investment in CenDon was $18,348 and $17,634 at December 31, 1999 and 1998, respectively.  The CenDon partnership agreement extends through the end of December 2004.

The Company also provides sales and publishing services to CenDon.  The partnership is billed upon the publication of each directory based on a contractual rate for sales and is billed pro rata during the year
for publishing services based on a contractual fee.  Sales commissions and publishing services revenue from CenDon were $39,932, $37,507 and $34,084 for 1999, 1998 and 1997, respectively.

Unicom Media Ltd.  In 1998, the Company acquired an 18.75% equity interest in Unicom Media Ltd. and agreed to invest cash of approximately $15,800.  Unicom Media Ltd. holds an 80% interest
in Unicom Yellow Pages, its yellow pages directories operating subsidiary, and owns and operates ChinaBiG, a comprehensive, bilingual Internet directory.  Through December 31, 1999, under the terms of the joint
venture agreement, the Company contributed $9,300 in cash and will make additional cash contributions of $4,000 in 2000 and $2,500 in 2001.  These amounts have been provided for in the financial statements.  The
Company also has an option to purchase an additional 12.5% interest for $10,000 on or before November 5, 2000.

During 1999, Unicom Media Ltd. received the necessary regulatory approvals and commenced directory operations.  The Company's share of the losses from the start-up of the joint venture's directory operations
totaled $576 for the year ended December 31, 1999.  The book value of the Company's investment at December 31, 1999 of $14,550 was greater than the Company's share of the underlying equity of Unicom Media Ltd. of
$1,354.  The difference, or premium paid, is being amortized over 10 years.  Amortization expense for 1999 was $702 and was included in income from partnership and related fees.

5.  Property and Equipment

Property and equipment at December 31, 1999 and 1998, consisted of the following:

|                              |                            | 1999            | 1998           
|----------------------------- | -------------------------- | --------------- | ---------------
|Computer equipment            |                            | $ 43,218        | $ 40,143       
|Machinery and equipment       |                            | 5,492           | 5,365          
|Furniture and fixtures        |                            | 8,233           | 8,082          
|Leasehold improvements        |                            | 7,210           | 7,121          
|                              | Total cost                 | 64,153          | 60,711         
|Less accumulated depreciation |                            | 46,527          | 39,634         
|                              | Net property and equipment | $ 17,626
====== | $ 21,077
======

6.  Computer Software

Computer software costs capitalized at December 31, 1999 and 1998, consisted of the following:

|                              |                       | 1999            | 1998           
|----------------------------- | --------------------- | --------------- | ---------------
|Computer software, at cost    |                       | $ 63,669        | $  60,253      
|Less accumulated amortization |                       | 39,444          | 26,730         
|                              | Net computer software | $ 24,225
====== | $ 33,523
======

7.  Long-term Debt and Credit Facilities

Long-term Debt at December 31, 1999 and 1998, consisted of the following:

|                                 |                    | 1999              | 1998             
|-------------------------------- | ------------------ | ----------------- | -----------------
|Senior Subordinated 9.125% Notes |                    | $ 150,000         | $ 150,000        
|Senior Secured Term Facilities   |                    | 294,750           | 298,875          
|Senior Revolving Credit Facility |                    | --                | 19,750           
|                                 | Total              | 444,750           | 468,625          
|Less current portion             |                    | 9,750             | 4,125            
|                                 | Net long-term debt | $ 435,000
======= | $ 464,500
=======

The Senior Subordinated Notes (the "Notes") pay interest semi-annually and mature in June 2008.  The Notes Indenture contains covenants that, among other things, restrict the ability of the Company and its
subsidiary to incur certain additional debt and liens and engage in mergers, consolidations and asset sales.  The Notes are callable at the option of the Company at any time on or after June 1, 2003.

The Company's committed bank facilities consist of an aggregate $300,000 Senior Secured Term Facilities ("Term Facilities") and a $100,000 Senior Revolving Credit Facility (the "Revolver," and together with
the Term Facilities, the "Credit Agreement").  The Term Facilities require quarterly principal repayments and mature between June 2004 and December 2006.  The Revolver matures in June 2004.  These facilities bear
interest at a floating rate based on a spread over London interbank offered rate (LIBOR) or the greater of either the Prime rate or the Fed Funds rate plus 50 basis points, at the election of the Company.  The
Company's obligations under the Credit Agreement are secured by security interests granted to the lenders in substantially all of the Company's assets, including capital stock of its existing and newly-formed
subsidiaries.  The Credit Agreement contains covenants that, among other things, restrict the ability of the Company and its subsidiary to engage in mergers, consolidations and asset sales, incur additional
indebtedness or create liens and require the Company to maintain certain financial ratios.  At December 31, 1999 and 1998, the weighted average annual interest rate for the outstanding debt under the Credit
Agreement was 7.4% and 7.1%, respectively.  At December 31, 1999, the Company had available borrowing capacity of $100,000 under the Revolver.

Aggregate maturities of long-term Debt at December 31, 1999, were:

| | 2000
2001
2002
2003
2004
Thereafter
    Total |  | $  9,750
15,375
19,125
24,750
33,500342,250
$444,750
=======
| | --------------------------------------------- |  | ------------------------------------------------------------

Cash interest paid for the period ended December 31, 1999 and 1998 totaled $38,218 and $15,866, respectively.

8.  Commitments and Contingencies

The Company leases office facilities and computer and other equipment under operating leases with terms expiring at various dates through 2011.  Rent expense under real estate operating leases for 1999, 1998
and 1997 was $7,543, $6,948 and $8,612, respectively.  Lease expense under computer and other equipment leases was $2,298, $2,032 and $2,245 for 1999, 1998 and 1997 respectively.

The approximate minimum rental payments applicable to noncancelable operating leases at December 31, 1999, were:

| | 2000
2001
2002
2003
2004
Thereafter
    Total |  | $  7,259
6,453
6,651
6,514
6,43718,900
$ 52,214
======
| | --------------------------------------------- |  | ------------------------------------------------------

In April 1999, Sandy Goldberg, Dellwood Publishing, Inc. and Rockland Yellow Pages initiated a lawsuit against Donnelley and Bell Atlantic in the United States District Court of the Southern
District of New York.  The Rockland Yellow Pages is a proprietary directory that competes against a Bell Atlantic directory in the same region, for which Donnelley is the sales agent.  The complaint alleges that
the defendants disseminated false information concerning the Rockland Yellow Pages, which has resulted in damages to the Rockland Yellow Pages.  The plaintiffs are alleging a variety of claims including RICO
violations, antitrust violations and Lanham Act violations.  They are seeking damages in excess of $30,000, which amount plaintiffs are seeking to have trebled under the antitrust laws.  In addition, the
plaintiffs are also seeking punitive damages in an unspecified amount.  Management intends to mount a vigorous defense of Donnelley in this matter.  In June 1999, the defendants filed a motion to dismiss this
complaint.  In September 1999, the plaintiffs filed papers in opposition to defendants' motion to dismiss and in November 1999, the defendants answered these opposition papers and again moved to dismiss the
complaint.  A hearing on this motion has not yet been scheduled.  In February 2000, Yellow Book USA, Ltd., one of the Company's primary competitors, acquired Dellwood Publishing, Inc.  At this preliminary stage
in the proceedings, management is unable to predict the outcome of this matter, but presently believes that the resolution of the action will not have a material adverse effect on the Company's financial position
or results of operations.

In July 1996, Information Resources, Inc. ("IRI") filed a complaint in the United States District Court for the Southern District of New York, naming as defendants the Company (as successor of Old D&B),
ACNielsen Company and IMS International Inc., each former subsidiaries of D&B ("IRI Action").  The complaint alleges, among other things, various violations of the antitrust laws and seeks damages in excess
of $350,000, which IRI is seeking to have trebled under the antitrust laws. IRI also seeks punitive damages of an unspecified amount.  Under the definitive agreement entered into in connection with the Distribution
(the "Distribution Agreement"), New D&B has assumed the defense and will indemnify the Company against any payments to be made by the Company or Donnelley in respect of the IRI Action, under the Indemnity and
Joint Defense Agreement entered into in connection with the Distribution or otherwise, including any ongoing legal fees and expenses related thereto.  Management presently believes that New D&B has sufficient
financial resources and/or borrowing capacity to satisfy all such liabilities and to reimburse the Company for all costs and expenses incurred.  Management does not believe that the previously announced separation
of Moody's from New D&B would have a material adverse impact on these indemnity rights of the Company because, under the Distribution Agreement, New D&B would be obligated to cause Moody's to agree to be
jointly and severally liable with New D&B for those indemnity obligations to the Company.

Certain tax planning strategies entered into by Old D&B are currently subject to review by tax authorities.  The Internal Revenue Service (the "IRS") is currently reviewing Old D&B's utilization of
certain capital losses during 1989 and 1990.  While the IRS has not issued a formal assessment with respect to these transactions, the IRS has assessed other companies that had entered into similar types of
transactions, and New D&B expects the IRS to issue an assessment during the second quarter of 2000.  If an assessment is made and should the IRS prevail, the total cash obligation to the IRS at December 31, 1999,
would approximate $550,000 for taxes and accrued interest.  Pursuant to a series of agreements, IMS Health Incorporated ("IMS") and Nielsen Media Research, Inc. ("NMR") (both of which are former subsidiaries of
D&B) are each jointly and severally liable to pay 50%, and Old D&B is liable for the remaining 50% of any payments for taxes and accrued interest arising from this matter and certain other potential tax
liabilities after Old D&B pays the first $137,000 of tax liability.  As explained above, as a result of the form of the Distribution, the Company is the corporate successor of, and the taxpayer referred to
herein as, Old D&B.  However, pursuant to the terms of the Distribution Agreement and the Tax Allocation Agreement executed in connection with the Distribution, New D&B has assumed the defense and will
indemnify the Company and Donnelley against any payments to be made by the Company or Donnelley in respect of any tax liability that may be assessed and any costs and expenses relating thereto, including any
ongoing legal fees and expenses related thereto.  Accordingly, management believes that such tax liabilities and the costs and expenses relating thereto will have no material adverse impact on the consolidated
financial position or results of operations of the Company.  Further, management presently believes that New D&B, IMS and NMR have sufficient financial resources and/or borrowing capacity to satisfy all such
liabilities and to reimburse the Company for all costs and expenses relating thereto.   Management does not believe that the previously announced separation of Moody's from New D&B would have a material
adverse impact on these indemnity rights of the Company because, under the Distribution Agreement, New D&B would be obligated to cause Moody's to agree to be jointly and severally liable with New D&B for
those indemnity obligations to the Company.

Other than the matters described above, the Company and Donnelley are involved in legal proceedings, claims and litigation arising in the ordinary conduct of its business.  Although there can be no assurances,
management presently believes that the outcome of such legal proceedings will not have a material adverse affect on the Company's financial position, results of operations or cash flows.

9.  Benefit Plans

Retirement Plans   Prior to the Distribution, substantially all employees of the Company and Donnelley were eligible to participate in D&B's defined benefit and defined contribution pension
plans, which were accounted for as multi-employer plans.  Benefits under the defined benefit pension plan were determined based on the participant's average compensation and years of service ("final average pay
benefit").  Under the terms of the Distribution Agreement, the Company assumed responsibility for the pension benefits for active employees of the Company and Donnelley with vested benefits under the D&B
defined benefit pension plan.  The responsibility for Donnelley retirees and vested terminated employees prior to the Distribution remained with D&B.  The Company's financial statements include allocated costs
from D&B relating to the defined benefit pension plan of $1,121 for the six months ended June 30, 1998 and $996 in 1997.

Subsequent to the Distribution, the Company established a defined benefit pension plan covering substantially all employees.  The benefits to be paid to employees are based on years of service and a percentage
of total annual compensation.  The percentage of compensation allocated to a retirement account ranges from 3.0% to 12.5% depending on age and years of service ("cash balance benefit").  Benefits to be paid to
employees who were participants in the prior D&B defined benefit pension plan will equal the greater of the final average pay benefit or the cash balance benefit.  Pension costs are determined using the
projected unit credit actuarial cost method.  The Company's funding policy is to contribute an amount at least equal to the minimum legal funding requirement.  No contributions were made to the plan in 1999 or
1998.  Due to the overfunded status of the plan, the Company would not be entitled to a current tax deduction for any contributions made and would be required to pay annual excise taxes.  The underlying pension
plan assets are invested in diversified portfolios consisting primarily of equity and debt securities.

The Company also has two unfunded non-qualified defined benefit pension plans, the Pension Benefit Equalization Plan ("PBEP") and the Supplemental Executive Benefit Plan ("SEBP").  Senior executives and
certain key employees are entitled to participate in these plans which provide retirement benefits based on years of service and compensation (including compensation not permitted to be taken into account under
the previously mentioned defined benefit pension plan).

The Company also maintains a defined contribution savings plan for substantially all its employees.  The Company makes a contribution of 50 cents for each dollar contributed by a participating employee, up to
a maximum of 6% of each participating employee's salary.  The cost of this plan to the Company was $1,662, $1,626 and $2,243 for the year ended December 31, 1999, 1998 and 1997, respectively.

Other Postretirement Benefits.  Prior to the Distribution, D&B provided certain health care and life insurance benefits for retired employees of the Company and Donnelley and accounted for
this plan as a multi-employer plan.  Under the terms of the Distribution Agreement, the Company assumed responsibility for postretirement benefits for active employees of Donnelley.  The Company's financial
statements include allocated costs from D&B relating to postretirement benefits of $893 for the six months ended June 30, 1998 and $1,724 in 1997.

Subsequent to the Distribution, the Company established an unfunded postretirement benefit plan that provides certain health care and life insurance benefits to those full-time employees who reach retirement
age while working for the Company or Donnelley.

A summary of the funded status of the benefit plans at December 31, 1999 and 1998, is as follows:

|                                               | Retirement Plans |          | Postretirement Plan
|---------------------------------------------- | ---------------- | -------- | -------------------
|                                               | 1999             | 1998     |                    
|Change in benefit obligation                   |                  |          |                    
|Benefit obligation, beginning of period        | $ 45,249         | $ 41,418 |                    
|Service cost                                   | 2,666            | 1,368    |                    
|Interest cost                                  | 3,096            | 1,449    |                    
|Plan participant contributions                 | --               | --       |                    
|Actuarial (gain) loss                          | (2,247)          | 1,039    |                    
|Benefits paid                                  | (735)            | (25)     |                    
|                                               |                  |          |                    
|Benefit obligation, end of period              | 48,029           | 45,249   |                    
|                                               |                  |          |                    
|Change in plan assets                          |                  |          |                    
|Fair value of plan assets, beginning of period | 63,376           | 60,925   |                    
|Return on plan assets                          | 12,369           | 2,476    |                    
|Employer contributions                         | --               | --       |                    
|Plan participant contributions                 | 5                | --       |                    
|Benefits paid                                  | (735)            | (25)     |                    
|Fair value of plan assets, end of period       | 75,015           | 63,376   |                    

|Funded status of plans           | 26,986            | 18,127            |  | (6,660)         | (6,760)        
|-------------------------------- | ----------------- | ----------------- |  | --------------- | ---------------
|Unrecognized net (gain) loss     | (15,485)          | (5,927)           |  | (310)           | 710            
|Unrecognized prior service costs | 392               | 435               |  | --              | (80)           
|Unrecognized transition asset    | (477)             | (950)             |  | --              | --             
|Prepaid (accrued) benefit cost   | $ 11,416 
======= | $ 11,685 
======= |  | $(6,970)
====== | $(6,130)
======

The PBEP and SEBP are unfunded plans.  The projected benefit obligation for the PBEP and SEBP was $782 and $3,072 at December 31, 1999 and $392 and $1,283 at December 31, 1998, respectively.  The accumulated
benefit obligation for the PBEP and SEBP was $320 and $1,200 at December 31, 1999 and $21 and $253 at December 31, 1998, respectively.

The net periodic benefit expense of the benefit plans is as follows:

|                              | Retirement Plans |                | Postretirement Plan
|----------------------------- | ---------------- | -------------- | -------------------
|                              | Year             | Six Months     |                    
|                              | Ended            | Ended          |                    
|                              | Dec. 31, 1999    | Dec. 31, 1998  |                    
|                              |                  |                |                    
|Service cost                  | $ 2,666          | $ 1,368        |                    
|Interest cost                 | 3,096            | 1,449          |                    
|Return on plan assets         | (5,304)          | (2,476)        |                    
|Net amortization and deferral | (185)            | (194)          |                    
|Net periodic benefit expense  | $  273 
=====    | $   147 
===== |                    

The following assumptions were used in determining the benefit obligation and net periodic benefit expense:

|                                        | Retirement Plans |       | Postretirement Plan
|--------------------------------------- | ---------------- | ----- | -------------------
|                                        | 1999             | 1998  |                    
|Weighted average discount rate          | 7.75%            | 6.75% |                    
|Rate of increase in future compensation | 4.91%            | 3.91% |                    
|Expected return on plan assets          | 9.75%            | 9.75% |                    

For measurement purposes, a 6.5% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2000.  The rate was assumed to decrease gradually to 5.0% through 2021 and remain
at that level thereafter.  Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans.  A one-percentage-point increase would increase the accumulated
postretirement benefit obligation at December 31, 1999 by $580 and the service and interest cost components of the postretirement benefit expense for the year then ended by $80.  A one-percentage-point decrease
would decrease the accumulated postretirement benefit obligation at December 31, 1999 by $530 and the service and interest cost components of the postretirement benefit expense for the year then ended by $70.

10.  Employee Stock Option Plans

Certain key employees of the Company are eligible to receive stock options, stock appreciation rights and limited stock appreciation rights in tandem with stock options under the Company's 1991 Key Employees
Stock Option Plan, as amended ("Stock Option Plan").  Immediately after the Distribution, outstanding awards under the Stock Option Plan held by Company employees were adjusted to have the same ratio of the
exercise price per option to the market value per share, the same aggregate difference between market value and exercise price and the same vesting provisions, option periods and other terms and conditions
applicable prior to the Distribution.  Options may not be granted at less than fair market value of the Company's common stock at the date of the grant.  The vesting period for awards under the Stock Option
Plan is determined by the Board at the date of the grant, but typically become exercisable in equal annual installments over four years and expire not more than ten years from the grant date.

Changes in employee stock options under the Stock Option Plan for the three years ended December 31, 1999 shown in the following table have been prepared based on historical D&B prices after giving
retroactive effect for the reverse one-for-five stock split in August 1998.  Options outstanding as of June 30, 1998 were converted on July 1, 1998, to give effect to the Distribution.

|                                       | Shares              | Weighted AverageExercise Price ($)
|-------------------------------------- | ------------------- | ----------------------------------
|                                       |                     |                                   
|Options outstanding, December 31, 1996 | 265,114             | 109.85                            
|Granted                                | 75,798              | 149.75                            
|Exercised                              | (35,013)            | 102.25                            
|Surrendered or expired                 | (23,882)            | 114.35                            
|Options outstanding, December 31, 1997 | 282,017             | 121.15                            
|Granted                                | 1,808               | 159.53                            
|Exercised                              | (16,436)            | 108.36                            
|Surrendered or expired                 | (25,992)            | 126.71                            
|Options outstanding, June 30, 1998     | 241,397             | 123.76                            
|                                       |                     |                                   
|Options converted, July 1, 1998        | 2,473,354           | 12.08                             
|Granted                                | 2,043,250           | 15.31                             
|Exercised                              | (12,868)            | 10.89                             
|Surrendered or expired                 | (118,743)           | 12.65                             
|Options outstanding, December 31, 1998 | 4,384,993           | 13.55                             
|Granted (1)                            | 83,025              | 16.49                             
|Exercised                              | (456,137)           | 11.15                             
|Surrendered or expired                 | (465,904)           | 14.49                             
|Options outstanding, December 31, 1999 | 3,545,977 
======== | 13.80                             

(1)     Includes 12,725 options granted to employees of DonTech.  Compensation expense of $66 related to the issuance of these options was recognized in 1999.

At December 31, 1999, 1998, and 1997, options for 1,367,777 shares, 1,456,610 shares and 121,291 shares, respectively, were exercisable.  Options for 4,605,772 shares, 4,272,093 shares and
290,039 shares were available for future grants under the Stock Option Plan at December 31, 1999, 1998 and 1997, respectively.  The weighted average fair value of options granted during 1999, 1998 and 1997 was
$7.06, $4.91 and $27.70, respectively.

The following table summarizes information about stock options outstanding under the Stock Option Plan at December 31, 1999:

|                         | Stock Options Outstanding |                                             | Stock Options Exercisable     
|------------------------ | ------------------------- | ------------------------------------------- | ------------------------------
|Range of Exercise Prices | Shares                    | Weighted Average Remaining Contractual Life | Weighted AverageExercise Price
|                         |                           |                                             |                               
|$ 7.67 - $ 12.08         | 1,172,384                 | 5.5 years                                   | $10.98                        
|$ 13.53-$18.69           | 2,373,593                 | 8.4 years                                   | $15.20                        
|                         | 3,545,977
=======         | 7.4 years                                   | $13.80                        

Under the 1998 Directors' Stock Option Plan, the Company grants non-employee directors an annual award of 1,500 deferred shares and an option to purchase 1,500 shares of the Company's common stock.  Additionally, non-employee directors
receive an option to purchase 1,500 shares upon election to the Board.  Non-employee directors may also elect to receive an additional option to purchase shares of the Company's common stock in lieu of their annual cash retainer fee.  All such option
grants and deferred shares vest equally over a three-year period.  The Company granted 22,000 stock options and deferred shares in 1999 under this plan.  At December 31, 1999, options for 7,789 shares were exercisable.  Options for 110,323 shares and
132,323 shares were available for future grants at December 31, 1999 and 1998, respectively under this plan.

The Company follows Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" and related interpretations in accounting for its Stock Option Plan, and, accordingly, no compensation expense related to the issuance of stock
option grants to employees has been recognized.  The following table reflects the pro forma net income and earnings per share of the Company assuming the Company applied the fair value method of SFAS No. 123 "Accounting for Stock-Based Compensation."  The
pro forma disclosures shown are not representative of the effects on income and earnings per share in future years.

|                           | 1999    | 1998    | 1997   
|-------------------------- | ------- | ------- | -------
|Net income                 |         |         |        
|As reported                | $55,151 | $61,268 | $84,743
|Pro forma                  | 53,532  | 59,809  | 84,380 
|Basic earnings per share   |         |         |        
|As reported                | $1.64   | $1.79   | $  2.48
|Pro forma                  | 1.59    | 1.75    | 2.47   
|Diluted earnings per share |         |         |        
|As reported                | $1.61   | $1.77   | $ 2.48 
|Pro forma                  | 1.57    | 1.73    | 2.47   

The fair value of stock options used to compute the Company's pro forma disclosures is estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:

|                        | 1999      | 1998      | 1997     
|----------------------- | --------- | --------- | ---------
|Dividend yield          | 0%        | 0%        | 3.3%     
|Expected volatility     | 35%       | 35%       | 20%      
|Risk-free interest rate | 5.45%     | 5.46%     | 5.73%    
|Expected holding period | 4.8 years | 4.7 years | 4.5 years

11.  Income Taxes

Provision for income taxes consisted of:

|                                   | 1999           | 1998           | 1997           
|---------------------------------- | -------------- | -------------- | ---------------
|Current provision                  |                |                |                
|U.S. Federal                       | $20,665        | $31,006        | $63,519        
|State and local                    | 5,231          | 7,020          | 8,660          
|Total current provision            | 25,896         | 38,026         | 72,179         
|                                   |                |                |                
|Deferred provision (benefit)       |                |                |                
|U.S. Federal                       | 10,298         | 2,261          | (15,777)       
|State and local                    | 1,817          | 539            | 2,734          
|Total deferred provision (benefit) | 12,115         | 2,800          | (13,043)       
|Provision for income taxes         | $38,011
====== | $40,826
====== | $59,139 
======

The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company's effective tax rate.

|                                                       | 1999       | 1998       | 1997      
|------------------------------------------------------ | ---------- | ---------- | ----------
|Statutory Federal tax rate                             | 35.0%      | 35.0%      | 35.0%     
|State and local taxes, net of U.S. Federal tax benefit | 5.0        | 4.7        | 5.1       
|Non-deductible expense                                 | 0.8        | 0.3        | 1.0       
|Effective tax rate                                     | 40.8%
==== | 40.0%
==== | 41.1%
====







Deferred tax assets and liabilities consisted of the following at December 31, 1999 and 1998:

| | 1999 | 1998
| | ---- | ----

Deferred tax assets

| | Postretirement benefits                | $  2,973 | $ 2,648
| | -------------------------------------- | -------- | -------
| | Postemployment benefits                | 171      | 782    
| | Reorganization and restructuring costs | 454      | 413    
| | Bad debts                              | 3,211    | 2,119  
| | Various accrued liabilities            | 6,908    | 11,572 
| | Total deferred tax asset               | 13,717   | 17,534 

Deferred tax liabilities

| | Revenue recognition            | 62,384 | 50,670
| | ------------------------------ | ------ | ------
| | Pension                        | 4,586  | 5,117 
| | Capitalized project costs      | 9,734  | 12,195
| | Other                          | 37     | 461   
| | Total deferred tax liabilities | 76,741 | 68,443

|Net deferred tax liability | $63,024
====== | $50,909
======
|-------------------------- | -------------- | --------------

Federal and state income taxes paid in cash for the year ended December 31, 1999 and the six months ended December 31, 1998 were $37,450 and $16,362, respectively.

12.  Financial Instruments

The Company's financial instruments at December 31, 1999 and 1998, consisted of the following:

|                                             | December 31, 1999 |            | December 31, 1998
|-------------------------------------------- | ----------------- | ---------- | -----------------
|                                             | Carry Value       | Fair Value |                  
|                                             |                   |            |                  
|Cash and cash equivalents                    | $  2,390          | $  2,390   |                  
|Long-term Debt, including current maturities | 444,750           | 441,375    |                  
|Interest rate swaps                          | (2,602)           | 1,638      |                  

The carrying amount of cash and cash equivalents approximates fair value due to the short-term nature of these instruments.  Long-term Debt consists of borrowings under the Credit Agreement and the Notes.
The carrying amount of the Company's borrowings under the Credit Agreement at December 31, 1999 and 1998 of $294,750 and $318,625, respectively, approximates fair value as these obligations bear interest at
floating rates.  The carrying amount of the Notes at December 31, 1999 and 1998, was $150,000.  The fair value of the Notes, determined based on the quoted market price at December 31, 1999 and 1998 was $146,625
and $157,875, respectively.

The Company enters into interest rate swap agreements to manage market risk and reduce its exposure to fluctuations in interest rates on its variable rate debt.  Interest rate swaps allow the Company to raise
funds at floating rates and effectively swap them into fixed rates that are lower than those available to it if fixed-rate borrowings were made directly.  These agreements involve the exchange of floating-rate
for fixed-rate payments without the exchange of the underlying principal amount. If the Company terminates a swap agreement, the gain or loss is amortized over the shorter of the remaining original life of the
debt or the swap.

At December 31, 1999 and 1998, the Company had outstanding interest rate swaps with a notional value of $175,000.  The swap contracts expire from June 2001 through June 2003.  Fixed-rate payments are at rates
ranging from 5.86% to 5.90%.  Floating-rate payments received are based on rates tied to prevailing short-term interest rates.  The average pay rate of outstanding interest rate swaps at December 31, 1999 and 1998
was 5.88%, and the average receive rate was 6.12% and 5.31%, respectively.  The fair value is the estimated amount the Company would receive or pay to terminate the agreements and was determined based on quoted
market interest rates.

13.  Business Segments

The Company's reportable operating segments are Directory Advertising Services ("DAS"), DonTech Partnership and Directory Publishing Services.  Despite the similarities in services provided by DAS, the DonTech
Partnership is viewed as a separate reportable operating segment since, among other factors, the employees of DonTech, including officers and managers, are not employees of the Company.

The Company evaluates the performance of its operating segments and allocates resources to them based on operating income and other factors.  Expenses for purposes of computing operating income for the
reportable segments (except DonTech) includes those costs directly incurred by each business unit plus an allocation of certain shared operating and general and administrative expenses based on estimated business
usage.  Other represents expenses and assets not allocated to the operating segments.  Interest expense, income tax expense and non-operating income and expenses are not allocated to the operating segments.

The Company derives a significant portion of its total revenue from Bell Atlantic and Sprint.  Revenue from Bell Atlantic represented 54% of total revenues in 1999, 50% in 1998 and 36% in 1997.  Revenue from
Sprint (including CenDon) represented 23% of total revenues in 1999, 25% in 1998 and 16% in 1997.  Other than Unicom Media Ltd., all the Company's operations are conducted in the United States.



Information for each operating segment for the years ended December 31, 1999, 1998 and 1997 are presented below:

|1999                                      | Directory AdvertisingServices (1) | DonTechPartnership | DirectoryPublishingServices (2) | Other     | ConsolidatedTotals
|----------------------------------------- | --------------------------------- | ------------------ | ------------------------------- | --------- | ------------------
|Advertising  sales (unaudited) (3)        |                                   |                    |                                 |           |                   
|Calendar cycle                            | $634,380                          | $432,348           | --                              | --        | $1,066,728        
|Publication cycle                         | 617,570                           | 427,562            | --                              | --        | 1,045,132         
|Revenues                                  | 153,763                           | --                 | $31,391                         | --        | 185,154           
|Income from partnerships and related fees | 15,657                            | 123,524            | --                              | --        | 139,181           
|EBITDA (4)                                | 42,480                            | 123,524            | 1,473                           | $(19,252) | 148,225           
|Depreciation and amortization             | 6,477                             | --                 | 6,628                           | 5,214     | 18,319            
|Operating income (loss)                   | 36,003                            | 123,524            | (5,155)                         | (24,466)  | 129,906           
|Total assets                              | 130,835                           | 197,307            | 16,530                          | 50,734    | 395,406           

|1998                                      |          |          |         |           |         
|----------------------------------------- | -------- | -------- | ------- | --------- | --------
|Advertising  sales (unaudited) (3)        |          |          |         |           |         
|Calendar cycle                            | $562,375 | $429,200 | --      | --        | $991,575
|Publication cycle (5)                     | 580,352  | 408,930  | --      | --        | 989,282 
|Revenues                                  | 137,172  | --       | $31,918 | --        | 169,090 
|Income from partnerships and related fees | 15,767   | 120,087  | --      | --        | 135,854 
|EBITDA (4)                                | 38,094   | 120,087  | 3,348   | $(16,716) | 144,813 
|Depreciation and amortization             | 6,009    | --       | 6,344   | 7,225     | 19,578  
|Operating income (loss)                   | 32,085   | 120,087  | (2,996) | (23,941)  | 125,235 
|Total assets                              | 119,081  | 198,848  | 21,948  | 45,964    | 385,841 

|1997                                      |          |          |         |          |           
|----------------------------------------- | -------- | -------- | ------- | -------- | ----------
|Advertising sales (unaudited) (3)         |          |          |         |          |           
|Calendar cycle                            | $656,145 | $408,600 | --      | --       | $1,064,745
|Publication cycle (5)                     | 691,391  | 391,181  | --      | --       | 1,082,572 
|Revenues                                  | 213,732  | --       | $25,091 | --       | 238,823   
|Income from partnerships and related fees | 13,943   | 116,228  | --      | --       | 130,171   
|EBITDA (4)                                | 47,492   | 116,228  | 2,272   | $(9,592) | 156,400   
|Depreciation and amortization             | 6,741    | --       | 6,895   | 8,294    | 21,930    
|Operating income (loss)                   | 40,751   | 116,228  | (4,623) | (17,886) | 134,470   
|Total assets                              | 119,913  | 203,589  | 23,551  | 30,454   | 377,507   

(1)     The Directory Advertising Services segment information for 1997 includes data relating to the P-East business which was sold in 1997, as follows:



|Advertising sales (unaudited) (3)        |         
|---------------------------------------- | --------
|Calendar cycle                           | $ 73,753
|Publication cycle (5)                    | 73,753  
|Revenues                                 | 77,979  
|Income from partnership and related fees | 1,724   
|EBITDA (4)                               | 11,817  
|Depreciation and amortization            | 848     
|Operating income                         | 10,969  
|Total assets                             | --      

(2)    Directory Publishing Services revenue does not include intracompany revenue of $1,461, $793 and $9,893 for the years ended December 31, 1999, 1998 
        and 1997, respectively.  This revenue represents charges to internal business units based on costs incurred and is eliminated in the consolidated financial 
        statements.

(3)    Advertising sales represent the billing value of advertisements sold for an annual directory by the Company and DonTech.  Management reviews the 
        performance of the operating segments on, among other things, the advertising sales generated on a calendar cycle and a publication cycle basis.  Calendar 
        cycle advertising sales represent the billing value of advertisements sold for an annual directory stated on the same basis for which revenue is recognized in 
        the consolidated financial statements (that is, when a sales contract is signed where the Company acts as a sales agent and when a directory is published where 
        the Company acts as the publisher). Management believes that an additional useful measurement of sales performance is the publication cycle basis.  This 
        method measures sales based on the value of an annual directory according to its publication date regardless of the Company's role and the recognition of 
        revenue in the consolidated financial statements.  If a directory publication date changes from one year to the next, the prior year publication date is adjusted 
        to conform to the present year to maintain comparability

(4)    EBITDA represents earnings before interest, taxes and depreciation and amortization.  EBITDA is not a measurement of operating performance computed in 
        accordance with generally accepted accounting principles and should not be considered as a substitute for operating income or net income prepared in 
        conformity with generally accepted accounting principles.  In addition, EBITDA may not be comparable to similarly titled measures of other companies.

(5)    Publication cycle sales in 1998 and 1997 for DAS have been adjusted from the amount reported in the prior year to reduce sales by $481 and $1,250, 
        respectively, to conform to the 1999 publication dates.  Publication cycle sales in 1998 and 1997 for DonTech have also been adjusted from the amount 
        reported in the prior year to increase sales by $5,830 and $5,681, respectively, to conform to the 1999 publication dates.  Also in 1999, Sprint took over 
        responsibility for national advertising sales for Central Florida in consideration for an annual fee payable to the Company.  Consequently, there were no 
        national advertising sales in 1999 and accordingly, to conform to the 1999 presentation, national sales of $6,051 and $5,677 have been excluded from 1998 
        and 1997 publication cycle sales for DAS, respectively.

14.  Valuation and Qualifying Accounts

|                                     | Balance at Beginning of Period | Additions Charged to Cost and Expenses | Deductions (1) | Balance at End of Period
|------------------------------------ | ------------------------------ | -------------------------------------- | -------------- | ------------------------
|Allowance for Doubtful Accounts:     |                                |                                        |                |                         
|For the year ended December 31, 1999 | $ 8,765                        | 8,571                                  | 9,344          | $ 7,992                 
|For the year ended December 31, 1998 | $ 3,295                        | 8,264                                  | 2,794          | $ 8,765                 
|For the year ended December 31, 1997 | $10,979                        | 18,382                                 | 26,066         | $ 3,295                 

(1)     Includes accounts written off and $6,658 related to the sale of P-East in 1997.

15.  Quarterly Information (unaudited)

|                           | Three Months Ended |        
|-------------------------- | ------------------ | -------
|                           | March 31           | June 30
|1999                       |                    |        
|Revenues                   | $42,084            | $40,125
|Operating income           | 23,888             | 37,465 
|Net income                 | 8,475              | 16,873 
|                           |                    |        
|Basic earnings per share   | $0.25              | $0.50  
|Diluted earnings per share | $0.25              | $0.49  
|                           | Three Months Ended |        
|                           | March 31           | June 30
|1998                       |                    |        
|Revenues                   | $33,871            | $37,994
|Operating income           | 25,024             | 39,136 
|Net income                 | 15,015             | 21,673 
|                           |                    |        
|Basic earnings per share   | $ 0.44             | $ 0.63 
|Diluted earnings per share | $ 0.44             | $ 0.63 

The full year earnings per share amount may not equal the sum of the quarters due to changes in the average share calculations and rounding.









REPORT OF INDEPENDENT ACCOUNTANTS





To the Board of Directors and
Partners of DonTech I and DonTech II

In our opinion, the accompanying combined balance sheets and the related combined statements of partners' capital, of operations and of cash flows present fairly, in all material respects, the combined financial
position of AM-DON (doing business as "DonTech" and hereafter referred to as "DonTech I") and the DonTech II Partnership ("DonTech II") at December 31, 1999 and 1998, and the combined results of their operations
and their cash flows for each of the three years in the period ended December 31, 1999 in conformity with accounting principles generally accepted in the United States.  These financial statements are the
responsibility of the management of DonTech I and DonTech II; our responsibility is to express an opinion on these combined financial statements based on our audits.  We conducted our audits of these statements
in accordance with auditing standards generally accepted in the United States which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for the opinion expressed above.









| | /s/PRICEWATERHOUSECOOPERSLLP
| | ----------------------------





January 7, 2000, except for Note 10
  which is as of January 28, 2000
Chicago, Illinois







DONTECH



COMBINED STATEMENTS OF OPERATIONS

| | Year Ended December 31,
| | -----------------------
| | 1999                   

(in thousands)

|Sales                      | $109,260        | $286,931         | $503,912        
|-------------------------- | --------------- | ---------------- | ----------------
|Less allowances            | 6,364           | 30,731           | 77,788          
|Net sales                  | 102,896         | 256,200          | 426,124         
|Expenses                   |                 |                  |                 
|Selling                    | 53,460          | 68,235           | 52,927          
|Telephone company fees     | --              | 2,021            | 83,210          
|Printing and manufacturing | 19              | 14,036           | 39,085          
|Compilation                | --              | 3,384            | 8,888           
|Delivery                   | 2               | 1,074            | 7,703           
|Administrative             | --              | 1,974            | 7,696           
|Occupancy and depreciation | 7,049           | 9,055            | 9,880           
|Other                      | 2,478           | 3,472            | 12,489          
|Total operating expenses   | 63,008          | 103,251          | 221,878         
|Income from operations     | 39,888          | 152,949          | 204,246         
|                           |                 |                  |                 
|Other income (expense)     | 1,422           | (507)            | 2,064           
|Net income                 | $ 41,310
====== | $152,442
======= | $206,310
=======





The accompanying notes are an integral part of the financial statements.















DONTECH



COMBINED BALANCE SHEETS

| | December 31,
| | ------------
| | 1999        

(in thousands)

|Assets                                                         |                  |                 
|-------------------------------------------------------------- | ---------------- | ----------------
|Current Assets:                                                |                  |                 
|Cash and cash equivalents                                      | $ 19,408         | $  20,943       
|Trade receivable, net of allowance for doubtful                |                  |                 
|Accounts of $61 (1999) and $2,187 (1998)                       | 20,128           | 30,205          
|Commission receivable - from related party                     | 110,179          | 106,386         
|Prepaid expenses                                               | 961              | 432             
|Deferred expenses                                              | --               | 16              
|Total current assets                                           | 150,676          | 157,982         
|Fixed assets, net of accumulated depreciation and amortization | 7,141            | 8,468           
|Pension asset                                                  | 8,443            | 5,314           
|Other                                                          | 1,628            | 1,099           
|Total Assets                                                   | $167,888
======  | $172,863
=======
|Liabilities and Partners' Capital                              |                  |                 
|Current Liabilities:                                           |                  |                 
|Accounts payable                                               | $    2,446       | $  6,572        
|Accrued liabilities                                            | 7,531            | 6,828           
|Deferred sales revenue                                         | --               | 466             
|Total current liabilities                                      | 9,977            | 13,866          
|Partners' capital                                              | 157,911          | 158,997         
|Total Liabilities and Partners' Capital                        | $167,888
======= | $172,863
=======



The accompanying notes are an integral part of the financial statements.



DONTECH



COMBINED STATEMENTS OF CASH FLOWS

| | Year Ended December 31,
| | -----------------------
| | 1999                   



|Cash Flows from Operating Activities:            |                   |                    |                   
|------------------------------------------------ | ----------------- | ------------------ | ------------------
|Net income                                       | $ 41,310          | $ 152,442          | $ 206,310         
|Reconciliation of net income to net cash         |                   |                    |                   
|provided by operating activities:                |                   |                    |                   
|Depreciation and amortization                    | 2,615             | 3,088              | 3,246             
|Provision for uncollectible accounts             | 6,364             | 20,832             | 32,474            
|(Increase) decrease in accounts receivable       | (94)              | 132,687            | (61,332)          
|Decrease in deferred printing and manufacturing  | 34                | 13,913             | 20,788            
|Decrease in deferred selling                     | --                | 20,331             | 13,076            
|Decrease in deferred compilation                 | --                | 3,310              | 5,309             
|Decrease in deferred delivery                    | --                | 1,087              | 1,895             
|Decrease in deferred directory operating service | --                | 750                | 1,468             
|(Increase) decrease in deferred other            | (4)               | 2,105              | 2,280             
|Increase in other current assets                 | (4,187)           | (604)              | (3,184)           
|(Decrease) increase in accounts payable          | (4,090)           | (36,033)           | 18,885            
|Increase in accrued liabilities                  | 667               | 251                | 517               
|Decrease in deferred sales revenue               | (466)             | (161,340)          | (11,345)          
|Net cash provided by operating activities        | 42,149            | 152,819            | 230,387           
|Cash Flows from Investing Activities:            |                   |                    |                   
|Purchases of equipment                           | (1,288)           | (6,658)            | (1,522)           
|Cash Flows from Financing Activities:            |                   |                    |                   
|Partners contributions                           | --                | 49,000             | 2,998             
|Distributions to partners                        | (42,396)          | (181,042)          | (229,598)         
|Net cash used in financing activities            | (42,396)          | (132,042)          | (226,600)         
|(Decrease) increase in cash and cash equivalents | (1,535)           | 14,119             | 2,265             
|Cash and cash equivalents, beginning of year     | 20,943            | 6,824              | 4,559             
|Cash and cash equivalents, end of year           | $ 19,408 
======= | $  20,943 
======= | $   6,824 
=======
|Noncash Financing Activities:                    |                   |                    |                   
|Partnership capital contribution receivable      | $      -- 
=====  | $      -- 
=====   | $  27,000 
=======



The accompanying notes are an integral part of the financial statements.

DONTECH



COMBINED STATEMENTS OF PARTNERS' CAPITAL

| | R.H.
Donnelley
Corporation | Ameritech
Publishing of
Illinois, Inc. | Total
| | -------------------------- | -------------------------------------- | -----

(in thousands)

|Balance, January 1, 1997           | $ 85,789          | $  73,098       | $ 158,887        
|---------------------------------- | ----------------- | --------------- | -----------------
|Contributions, per agreement       | 13,500            | 13,500          | 27,000           
|Contribution receivable            | (13,500)          | (13,500)        | (27,000)         
|Net income                         | 118,162           | 88,148          | 206,310          
|Distributions to partners          | (121,688)         | (104,912)       | (226,600)        
|                                   |                   |                 |                  
|Balance, December 31, 1997         | 82,263            | 56,334          | 138,597          
|Payment of contribution receivable | 13,500            | 13,500          | 27,000           
|Contributions, per agreement       | 11,000            | 11,000          | 22,000           
|Net income                         | 86,430            | 66,012          | 152,442          
|Distributions to partners          | (98,407)          | (82,635)        | (181,042)        
|                                   |                   |                 |                  
|Balance, December 31, 1998         | 94,786            | 64,211          | 158,997          
|Net income                         | 20,312            | 20,998          | 41,310           
|Distributions to partners          | (21,896)          | (20,500)        | (42,396)         
|Balance, December 31, 1999         | $ 93,202 
======= | $ 64,709
====== | $ 157,911
=======



The accompanying notes are an integral part of the financial statements.





DONTECH



NOTES TO COMBINED FINANCIAL STATEMENTS

(amounts in thousands)

1.  Form of Organization and Nature of Business

AM-DON d.b.a. DonTech ("DonTech I") is a general partnership between R.H. Donnelley Inc. (formerly known as The Reuben H. Donnelley Corporation) ("R.H. Donnelley"), a Delaware corporation, and Ameritech
Publishing of Illinois, Inc. ("API/IL"), an Illinois corporation, doing business as Ameritech Advertising Services ("Aas").  Under a new structure as defined in the "Master Agreement" dated August 19, 1997, the
existing partnership is referred to as "DonTech I".  Concurrently, API/IL and R. H. Donnelley formed a new partnership referred to as "DonTech II".

DonTech I participated in a Directory Agreement with R. H. Donnelley, Illinois Bell Telephone Company ("IBT"), doing business as Ameritech Illinois, API/IL and Aas.  DonTech I also participated in a
Subcontracting Agreement with Ameritech Publishing, Inc. ("API") to perform certain of API's obligations under the Publishing Services Contract between API and Indiana Bell Telephone Company, Incorporated
("Indiana Bell"), doing business as Ameritech Indiana.  DonTech I published various directories, as identified in the Directory Agreements, solicited advertising, its primary source of revenues, and manufactured
and delivered such directories.  DonTech I's net income is allocated to each partner based on a predefined percentage as set forth in the amended partnership agreement.

In accordance with the Second Amended and Restated AM-Don Partnership Agreement, effective August 19, 1997, the DonTech I partnership ceased publishing directories as of January 1, 1998.  The partnership will
recognize the deferred revenue and expenses recorded as of December 31, 1997 over the remaining life of those directories published prior to January 1, 1998.  Upon completion of the collection of receivables, the
partnership will thereafter wind up in accordance with the agreement.

In August 1997, R.H. Donnelley and API/IL reached an agreement regarding a revised partnership structure through which a new DonTech partnership became the exclusive sales agent in perpetuity for the yellow
page, white page and street address directories to be published by API for Illinois, northwest Indiana and Michigan.  The new partnership, known as "DonTech II", receives a 27% commission on sales net of
provisions (capped at 6.1% subject to certain exclusions).  DonTech II's cost structure includes principally sales, sales operations, office services, finance, facilities and related overhead.  DonTech II profits
are shared equally between the partners.  During the term of the partnership agreement, neither partner may compete directly against the business of DonTech II without the consent of the Board (as defined below).

A Board of Directors (the "Board") was appointed to administer the activities of each partnership.  From time to time during the term of the partnership, the Board may call for additional capital contributions
in equal amounts from each of the partners if, in the opinion of the Board, additional capital is required for the operation of the partnership.

The accompanying financial statements of DonTech I and DonTech II are shown on a combined basis.  As DonTech II was formed in August 1997, the combined statements of operations for the three years in the period
ended December 31, 1999 only include the results of operations of DonTech II for the period from August 1997 through December 1999.  All significant affiliated accounts and transactions have been eliminated in
preparation of the combined financial statements.

2.  Significant Accounting Policies

Cash and Cash Equivalents.  Cash and cash equivalents include all highly liquid investments with an initial maturity date of three months or less.  The carrying value of cash equivalents
approximates fair value due to the short-term nature.

Revenue Recognition.  Substantially all DonTech I sales made to customers in the cities covered by the directories are recorded as deferred sales revenue and accounts receivable in the month
of publication.  Revenue related to these sales is recognized over the lives of the directories, generally twelve months.  Sales made to customers outside the cities covered by the directories are recognized each
quarter.  Sales for national accounts are recognized in full in the month of publication.   For DonTech II, revenue is comprised of sales commissions and is recognized upon execution of contracts for the sale of
advertising.

Fixed Assets.  Fixed assets are recorded at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets.  Upon asset retirement or other disposition, cost and
the related accumulated depreciation are removed from the accounts, and gain or loss is included in the statement of operations.  Amounts incurred for repairs and maintenance are charged to operations.

Deferred Expenses.  The printing, manufacturing, compilation, sales, delivery and administrative costs of DonTech I publications are deferred and recognized in proportion to revenue.

Postretirement Benefits Other Than Pensions.  The partnership is obligated to provide postretirement benefits consisting mainly of life and health insurance to substantially all employees and
their dependents.  The accrual method of accounting is utilized for postretirement health care and life insurance benefits.

Income Taxes.  No provision for income taxes is made as the proportional share of each partnership's income is the responsibility of the individual partners.

Concentration of Credit Risk.  Financial instruments which potentially subject each partnership to a concentration of credit risk consist principally of commercial paper and accounts
receivables.  The partnership invests its excess cash in commercial paper with an investment rating of AA or higher and has not experienced any losses on these investments.

DonTech I trade accounts receivable and DonTech II commissions receivable are due from Aas.  Collateral is generally not required from either partnership's customers.

Use of Estimates.  The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expense during the reporting period.
Actual results could differ from those estimates.  During 1999, the partnership recorded a $6.2 million charge related to bad debts that has been allocated to each partner based on their respective share of
partnership income and loss as stipulated in the partnership agreement.

Recent Pronouncements.  In June 1998, the FASB issued Statement No. 133  "Accounting for Derivative Instruments and Hedging Activities."  This statement establishes accounting and reporting
standards for derivative instruments and hedging activities and requires recognition of all derivatives as assets or liabilities in the statement of financial position and measurement of those instruments at fair
value.  The statement as amended is effective for fiscal years beginning after June 15, 2000.  As the partnership does not have any derivative instruments of hedging activities, SFAS No. 133 is not expected to
have a material effect on its financial results.

3.  Fixed Assets

Fixed assets consist of the following at December 31:

|                                               | 1999            | 1998           
|---------------------------------------------- | --------------- | ---------------
|Equipment                                      | $21,873         | $21,003        
|Furniture and fixtures                         | 7,250           | 7,034          
|Leasehold improvements                         | 1,544           | 2,159          
|                                               | 30,667          | 30,196         
|Less accumulated depreciation and amortization | 23,526          | 21,728         
|                                               | $  7,141
====== | $  8,468
======

4.  Related Party Transactions

DonTech I.  Under the Directory Agreement, DonTech I was obligated to pay Illinois Bell Telephone ("IBT") a minimum of $75,000 per year in exchange for billing and collection services
performed by IBT.  The base fee for these services was $75,000 for each calendar year until the Directory Agreement is terminated.  Under the terms of the revised partnership agreement, the responsibility for
payment of these fees was transferred to Ameritech effective January 1, 1998.

In addition to the base fee, DonTech I agreed to pay IBT an amount equal to 7 1/2% of the increase in total revenue received from certain sources identified in the Directory Agreement over such revenues
received in the immediately preceding calendar year. The additional fee due to IBT was $1,800 in 1997.  IBT also provided directory operations services (white page compilation) to DonTech I.  DonTech I paid
approximately $2,000 to IBT in 1997 for these services.  However, effective January 1, 1998 under the terms of the revised partnership agreement the cost of these services became the responsibility of Ameritech.

During 1997, R. H. Donnelley provided compilation, photocomposition and data processing services to DonTech I.  In addition, The Dun & Bradstreet Corporation (of which R.H. Donnelley was a wholly owned
subsidiary) provided employee benefits and administrative services, and certain business insurance coverages for each partnership.  The amount paid for these services was determined at the beginning of each year
based upon estimated activity and adjusted to actual at the end of each year.  The total amount paid for these services was approximately $20,500 in 1997.  The amount paid for employee benefits includes the
administration of each partnership's Profit Sharing and 401(k) Plans as well as its health care, long and short term disability, dental and pension plans.  Effective June 1, 1997, DonTech I established their own
health care, long and short term disability and dental plans at which time it terminated its coverages for these plans through Dun & Bradstreet.

DonTech I also entered into subcontracting agreements for the publishing of certain Indiana Bell directories.  For the first four months of 1997, under a Directory Fulfillment Memorandum of Understanding,
DonTech I was obligated to perform certain directory fulfillment services for Aas.  The obligation for these services was transferred to an outside vendor effective May 1, 1997.

Amended Partnership Allocation.  The partners negotiated settlement agreements regarding excessive bad debt write-offs incurred by DonTech I during the years ended December 31, 1999, 1998 and
1997.  The agreements provided for special allocations of the excessive bad debts between the partners based upon a negotiated ratio.  The effect of these settlement agreements has been included in the allocation
of net income as presented in the statement of partners' capital at December 31, 1999, 1998 and 1997.

DonTech II.  Under the provisions of the "Revenue Participation Agreement" dated August 19, 1997, in exchange for exclusive publishing rights, APIL Partners Partnership agrees to pay R.H.
Donnelley revenue participation interests.  The revenue participation interests are based upon gross revenues of the DonTech II partnership net of provisions (capped a 6.1% per annum subject to certain exclusions)
and sales commissions paid by DonTech II.  The revenue participation interest was 34.8% in 1998 and 35.9% for 1999 and thereafter.

The partnership purchases car plan administration and insurance services from R.H. Donnelley and general ledger and purchasing services from Aas.  The partnership also provides facility space for certain
employees of Aas under an agreement entered into in 1998.

5.  Partnership Contribution Receivable

For DonTech II, the respective partner capital contributions
are to be made in equal proportion according to the Initial Capital Schedule as reflected in the DonTech II Partnership Agreement.  As of December 31, 1997, the total amount of capital required to be contributed
by the partners was $27,000, respectively.

At December 31, 1997, the respective partnership capital accounts have been credited with the amount of required capital contributions and have been offset by a corresponding contribution receivable, as the
funds had not been received.  Such contributions were funded in 1998.

6.  Contingencies and Commitments

DonTech I leases certain office facilities under noncancelable lease arrangements.  These leases and the related obligations were assumed by DonTech II.  Rent expense under these operating leases was
approximately $1,807, $2,743, and $2,603 for 1999, 1998 and 1997, respectively.  The future minimum lease payments required under noncancelable operating leases that have initial or remaining lease terms in
excess of one year as of December 31, 1999 are as follows:

| | 2000
2001
2002
2003
2004
Thereafter | $   3,862
3,715
3,408
3,298
3,06414,930
$ 32,277
======
| | ----------------------------------- | -------------------------------------------------------

In September 1998, DonTech entered into a maintenance service agreement with Ameritech to provide maintenance services, including parts, to Aas.  The length of the agreement is five years.
According to the terms of the agreement, DonTech's obligations over the life of the agreement as of December 31, 1999 are as follows:

| | 2000
2001
2002
2003 | $ 110
113
11679
$ 418
====
| | ------------------- | --------------------------

7.  Employee Retirement and Profit Participation Plans

Each partnership participates in a defined benefit pension plan covering substantially all of its respective employees (the "Principal Plan").  The Principal Plan's assets are invested in equity funds, fixed
income funds and real estate.  Total expense for the Principal Plan was approximately $564, $820 and $1,121 for 1999, 1998 and 1997, respectively.  The following provides a reconciliation of benefit obligations,
plan assets and the funded status of the Principal Plan.

|                                                                | 1999             | 1998           
|--------------------------------------------------------------- | ---------------- | ---------------
|Change in benefit obligation                                    |                  |                
|Projected benefit obligation, beginning of year                 | $20,572          | $17,686        
|Service cost                                                    | 1,027            | 929            
|Interest cost                                                   | 1,364            | 1,298          
|Benefits paid                                                   | (713)            | (1,149)        
|(Gain) / loss                                                   | (13)             | 1,130          
|Effect of plan amendments, assumption changes and other charges | (1,803)          | 678            
|Projected benefit obligation, end of year                       | $20,434          | $20,572        
|Change in plan assets                                           |                  |                
|Market value of assets, at January 1                            | $25,314          | $20,195        
|Benefits paid                                                   | (713)            | (1,149)        
|Contributions                                                   | 3,620            | 2,507          
|Actual return on assets                                         | 2,621            | 3,761          
|Market value of assets, at December 31                          | $30,842          | $25,314        
|Funded status of the plan                                       | $10,408          | $ 4,742        
|Unrecognized net gain                                           | (4,398)          | (2,214)        
|Unrecognized prior service costs                                | 1,974            | 2,400          
|Prepaid cost                                                    | $  7,984 
====== | $ 4,928 
======
|Prepaid benefit cost                                            | $  8,443         | $ 5,314        
|Accrued benefit liability                                       | (459)            | (488)          
|Intangible asset                                                | --               | 102            
|Net amount recognized                                           | $  7,984 
====== | $ 4,928 
======

Net periodic pension cost for the Plan in 1999, 1998 and 1997 include the following components:

|                                                | 1999          | 1998          | 1997         
|----------------------------------------------- | ------------- | ------------- | -------------
|                                                |               |               |              
|Service cost                                    | $1,027        | $ 929         | $ 936        
|Interest cost                                   | 1,364         | 1,298         | 1,185        
|Expected return on assets                       | (2,255)       | (1,833)       | (1,440)      
|Amortization of net gain                        | 2             | --            | --           
|Amortization of unrecognized prior service cost | 426           | 426           | 440          
|Total pension cost                              | $  564 
===== | $  820 
===== | $1,121 
=====

Assumptions used are as follows:

|                                       | 1999  | 1998  | 1997 
|-------------------------------------- | ----- | ----- | -----
|Discount rate                          | 7.75% | 7.00% | 7.50%
|Expected long-term rate of return      | 9.75% | 9.75% | 9.75%
|Weighted average compensation increase | 4.16% | 3.16% | 3.16%

Additionally, each respective partnership participates in a Profit Participation Plan (the "Profit Plan") that covers substantially all its employees.  Employees may voluntarily contribute up to
6% of their salaries to the Profit Plan and are guaranteed a matching contribution of fifty cents per dollar contributed.  Each partnership also makes contributions to the Profit Plan based on a formula and
contingent upon the attainment of financial goals set in advance as defined in the Plan.  The contributions made to the plan were $782, $768, and $926 in 1999, 1998 and 1997, respectively.

8.  Postretirement Benefits Other Than Pensions

The partnership provides postretirement health care and life insurance benefits to certain retired employees and their dependents.  The following provides a reconciliation of benefit obligations, plan assets
and the funded status of the health and life insurance plans.

|                                        | 1999          | 1998         
|--------------------------------------- | ------------- | -------------
|Change in benefit obligation            |               |              
|Benefit obligation, beginning of year   | $2,910        | $2,294       
|Service cost                            | 164           | 127          
|Interest cost                           | 196           | 161          
|Plan participants' contributions        | 21            | 9            
|Amendments                              | --            | 522          
|Actuarial gain                          | (210)         | (173)        
|Benefits paid                           | (130)         | (30)         
|Benefit obligation, end of year         | $2,951 
===== | $2,910 
=====
|Change in plan assets                   |               |              
|Market value of assets, at January 1    | $       --    | $       --   
|Employer contributions                  | 109           | 21           
|Plan participants' contributions        | 21            | 9            
|Benefits paid                           | (130)         | (30)         
|Market value of assets, at December 31, | $      --     | $      --    
|Funded status of plan                   | $2,951        | $2,910       
|Unrecognized actuarial gain             | (23)          | (231)        
|Unrecognized prior benefit cost         | (310)         | (399)        
|Accrued cost                            | $2,618 
===== | $2,280 
=====

Net periodic postretirement benefit cost for 1999, 1998 and 1997 include the following components:

|                          | 1999       | 1998       | 1997      
|------------------------- | ---------- | ---------- | ----------
|                          |            |            |           
|Service cost              | $ 253      | $ 157      | $ 101     
|Interest cost             | 196        | 161        | 142       
|Net periodic benefit cost | $ 449
==== | $ 318
==== | $ 243
====

The discount rate used in determining the APBO as of December 31, 1999 and 1998 was 7.75% and 6.75%, respectively.  The assumed health care cost trend rate used in measuring the APBO as of December 31, 1999
and 1998 varies by the age of the participant and the retirement date and ranges from 6.5% to 8.0%, respectively.  The rates are assumed to decrease gradually to 5.0% for 2021 and remain at that level thereafter.

Increasing the health care cost trend rates by one percentage point would not have had a material effect on the December 31, 1999 APBO or the net periodic postretirement expense.

9.  Valuation and Qualifying Accounts

|                                     | Balance at Beginning of Period | Additions Charged to Cost and Expenses | Deductions (1) | Balance at End of Period
|------------------------------------ | ------------------------------ | -------------------------------------- | -------------- | ------------------------
|Allowance for Doubtful Accounts:     |                                |                                        |                |                         
|For the year ended December 31, 1999 | $ 2,187                        | 6,364                                  | 8,490          | $     61                
|For the year ended December 31, 1998 | $35,581                        | 28,487                                 | 61,881         | $  2,187                
|For the year ended December 31, 1997 | $13,908                        | 40,230                                 | 18,557         | $ 35,581                

(1)  Includes accounts written off and other allowances made.

10.  Subsequent Event

On January 28, 2000, the respective partners of the DonTech I partnership agreed to amend the DonTech I partnership agreement to provide for the payment of $29,898 from the DonTech I partnership to API/IL as a
preferential distribution.  The preferential distribution was comprised of cash funds totaling $13,332 and the forgiveness and cancellation of a receivable due from API/IL to the partnership in the amount of
$16,566.

Additionally, the partners of DonTech II also agreed to amend the DonTech II partnership agreement to provide for the payment of $29,898 by API/IL to the DonTech II partnership upon the dissolution of the
DonTech II partnership and for the subsequent payment of a $29,898 preferential distribution to R.H. Donnelley.



ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL 
                   DISCLOSURES

There have been no changes in, or disagreements with the Company's independent auditors, or the independent auditors of DonTech for the three-year period ended December 31, 1999.

PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information in response to this Item is incorporated herein by reference to the section entitled "Board of Directors" on pages 6 - 7 in the Company's Proxy Statement dated March 22, 2000 filed with the
Securities and Exchange Commission, except that "Executive Officers of the Registrant" on pages 5 - 6 of this report responds to Item 401(b) and (e) of Regulation S-K.

ITEM 11.    EXECUTIVE COMPENSATION

Information in response to this Item is incorporated herein by reference to the section entitled "Director and Executive Compensation" on pages 9 - 19 in the Company's Proxy Statement dated March 22, 2000
filed with the Securities and Exchange Commission.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information in response to this Item is incorporated herein by reference to the section entitled "Security Ownership of Certain Beneficial Owners and Management" on pages 20 - 21 in the Company's Proxy
Statement dated March 22, 2000 filed with the Securities and Exchange Commission.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information in response to this Item is incorporated herein by reference to the section entitled "Board of Directors" on pages 6 - 8 in the Company's Proxy Statement dated March 22, 2000 filed with the
Securities and Exchange Commission.

PART IV

ITEM 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

| | (A)(1) and (2) - List of financial statements and financial statement schedules
| | -------------------------------------------------------------------------------

The following consolidated financial statements of the Company are included under Item 8:

| | Consolidated Statements of Operations for the three years ended December 31, 1999
Consolidated Balance Sheets at December 31, 1999 and 1998
Consolidated Statements of Cash Flows for the three years ended December 31, 1999
Consolidated Statement of Changes in Shareholders' Equity (Deficit) for the three years ended December 31, 1999
Notes to the Consolidated Financial Statements
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following combined financial statements for DonTech are included under Item 8:

| | Combined Statement of Operations for the three years ended December 31, 1999
Combined Balance Sheets at December 31, 1999 and 1998
Combined Statements of Cash Flows for the three years ended December 31, 1999
Combined Statements of Partners' Capital for the three years ended December 31, 1999
Notes to the Combined Financial Statements
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following financial statement schedule for the Company is included under Item 8:

| | Schedule II - Valuation and qualifying accounts (included as Footnote 14 - Valuation and Qualifying Accounts, to the notes to the Consolidated Financial Statements)
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (B)  Reports on Form 8-KNone
| | ----------------------------



| | (C)  Exhibits:
| | --------------
| | Exhibit No.   
| | 3.1           
| | 3.2           
| | 3.3           
| | 3.4           
| | 4.1           
| | 4.2           
| | 4.3           
| | 4.4           
| | 4.5           
| | 10.1          
| | 10.2          
| | 10.3          
| | 10.4          
| | 10.5          
| | 10.6          
| | 10.7          
| | 10.8          
| | 10.9          
| | 10.10         
| | 10.11         
| | 10.12         
| | 10.13         
| | 10.14         
| | 10.15         
| | 10.16         
| | 10.17         
| | 10.18*        
| | 10.19         
| | 10.20         
| | 10.21         
| | 10.22         
| | 10.23         
| | 10.24         
| | 10.25*        
| | 10.26*        
| | 10.27         
| | 10.28         
| | 21*           
| | 23*           
| | 27.1*         
| | 27.2*         



*Filed herewith

SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 27th day of March, 2000.





| | R.H. Donnelley Corporation
| | --------------------------







| | By: /s/ Frank R. Noonan             
| | ------------------------------------
| | Frank R. Noonan,                    
| | Chairman and Chief Executive Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been duly signed by the following persons in the capacities and on the date indicated.





|/s/ Frank R. Noonan       | Chairman of the Board and     | March 27, 2000
|------------------------- | ----------------------------- | --------------
|(Frank R. Noonan)         | Chief Executive Officer       |               
|                          |                               |               
|/s/ Philip C. Danford     | Senior Vice President and     | March 27, 2000
|(Philip C. Danford)       | Chief Financial Officer       |               
|                          |                               |               
|/s/ William C. Drexler    | Vice President and Controller | March 27, 2000
|(William C. Drexler)      |                               |               
|                          |                               |               
|/s/ Diane P. Baker        | Director                      | March 27, 2000
|(Diane P. Baker)          |                               |               
|                          |                               |               
|/s/ Kenneth G. Campbell   | Director                      | March 27, 2000
|(Kenneth G. Campbell)     |                               |               
|                          |                               |               
|/s/ Darius W. Gaskins Jr. | Director                      | March 27, 2000
|(Darius W. Gaskins Jr.)   |                               |               
|                          |                               |               
|/s/ William G. Jacobi     | Director                      | March 27, 2000
|(William G. Jacobi)       |                               |               
|                          |                               |               
|/s/ Robert Kamerschen     | Director                      | March 27, 2000
|(Robert Kamerschen)       |                               |               
|                          |                               |               
|/s/ Carol J. Parry        | Director                      | March 27, 2000
|(Carol J. Parry)          |                               |               
|                          |                               |               
|/s/ Barry Lawson Williams | Director                      | March 27, 2000
|(Barry Lawson Williams)   |                               |               









SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 27th day of March, 2000.



| | R.H. Donnelley Inc.                  
| | -------------------------------------
| |                                      
| |                                      
| |                                      
| | By: /s/ Frank R. Noonan              
| | Frank R. Noonan,                     
| | President and Chief Executive Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been duly signed by the following persons in the capacities and on the date indicated.



|/s/ Frank R. Noonan      | Director, President and         | March 27, 2000
|------------------------ | ------------------------------- | --------------
|(Frank R. Noonan)        | Chief Executive Officer         |               
|                         |                                 |               
|/s/ Philip C. Danford    | Director, Senior Vice President | March 27, 2000
|(Philip C. Danford)      | and Chief Financial Officer     |               
|                         |                                 |               
|/s/ William C. Drexler   | Vice President and Controller   | March 27, 2000
|(William C. Drexler)     |                                 |               
|                         |                                 |               
|/s/ Stephen B. Wiznitzer | Director, Senior Vice President | March 27, 2000
|(Stephen B. Wiznitzer)   | and General Counsel             |