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DELAWARE








I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY
OF THE CERTIFICATE OF MERGER, WHICH MERGES:

DEX MEDIA, INC., A
DELAWARE CORPORATION,

WITH AND INTO FORWARD
ACQUISITION CORP. UNDER THE NAME OF FORWARD ACQUISITION
CORP., A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF
THE STATE OF DELAWARE, AS RECEIVED AND FILED UNDER THE LAWS OF THE
STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE
THIRTY-FIRST DAY OF JANUARY, A.D. 2006, AT 7:30 OCLOCK A.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS.



| |                              
| | -----------------------------
| | /s/
    Harriet Smith Windsor

| |                                          
| | -----------------------------------------
| |                                          
| | Harriet Smith Windsor, Secretary of State
| | AUTHENTICATION: 4487369                  








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##### 






CERTIFICATE OF
MERGER
OF
DEX MEDIA, INC.
INTO
FORWARD ACQUISITION CORP.


Pursuant to
Title 8, Section 251(c)
of the General Corporation Law of the State of Delaware (the
DGCL), the undersigned corporation executed the following
Certificate of Merger:

FIRST: R H Donnelley
Corporation, a Delaware corporation (Donnelley),
and Dex Media, Inc., a Delaware corporation (Dex
Media), have entered into an Agreement and Plan of Merger
(the Agreement and Plan of Merger), dated as of
October 3, 2005, by and among Donnelley, Dex Media and Forward
Acquisition Corp., a Delaware corporation and wholly owned subsidiary
of Donnelley (Merger Sub), pursuant to which Dex
Media will be merged with and into Merger Sub.

SECOND: In accordance with
Section 251 of the DGCL, the Agreement and Plan of Merger has been
approved, adopted, certified, executed and acknowledged by each of
the constituent corporations and their respective stockholders.

THIRD: The name of the
surviving corporation is Forward Acquisition Corp

FOURTH: The certificate of
incorporation of the surviving corporation shall be the certificate of
incorporation of Merger Sub

FIFTH: The merger is to
become effective upon the filing of this Certificate of Merger with
the Secretary of State of the State of Delaware (the Effective
Time).

SIXTH: The Agreement and Plan
of Merger is on file at the corporate offices of Merger Sub, located
at 1001 Winstead Drive, Cary, North Caroling 27531

SEVENTH: A copy of the
Agreement and Plan of Merger will be furnished by the surviving
corporation on request, without cost, to any stockholder of the
constituent corporations.

[Signature page to follow]



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##### 



IN WITNESS WHEREOF
  FORWARD ACQUISITION CORP.
  Robert
    J. Bush




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##### 



DELAWARE








I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY
OF THE CERTIFICATE OF AMENDMENT OF FORWARD ACQUISITION
CORP., CHANGING ITS NAME FROM FORWARD ACQUISITION
CORP. TO DEX MEDIA, INC., FILED IN THIS OFFICE ON
THE THIRTY-FIRST DAY OF JANUARY, A.D. 2006, AT 7:31 OCLOCK A.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS.



| |                              
| | -----------------------------
| | /s/
    Harriet Smith Windsor

| |                                          
| | -----------------------------------------
| |                                          
| | Harriet Smith Windsor, Secretary of State
| | AUTHENTICATION: 4487370                  








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##### 



State of
    Delaware
    Secretary of State
    Division of Corporations
    Delivered 07:25 AM 01/31/2006
    FILED 07:31 AM 01/31/2006
    SRV 060089180 - 4034452 FILE
  CERTIFICATE
    OF AMENDMENT
    TO THE
    CERTIFICATE OF INCORPORATION
    OF
    FORWARD ACQUISITION CORP.
  Corporation DGCL
  FIRST
  First
  SECOND
  THIRD
  FOURTH
  [Signature
    page follows]




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##### 



IN WITNESS WHEREOF
  Robert
    J. Bush
    -2-




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##### 



DELAWARE








I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY DEX MEDIA, INC. IS DULY
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD
STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE RECORDS OF
THIS OFFICE SHOW, AS OF THE THIRTY-FIRST DAY OF JANUARY, A.D. 2006.

AND I DO HEREBY FURTHER CERTIFY THAT
THE SAID DEX MEDIA, INC. WAS INCORPORATED ON THE
THIRTIETH DAY OF SEPTEMBER, A.D. 2005.

AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO DATE.

AND I DO HEREBY FURTHER CERTIFY THAT
THE ANNUAL REPORTS HAVE BEEN FILED TO DATE.



| |                              
| | -----------------------------
| | /s/
    Harriet Smith Windsor

| |                                          
| | -----------------------------------------
| |                                          
| | Harriet Smith Windsor, Secretary of State
| | AUTHENTICATION: 4487371