##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 Form 10-K/A
 (Amendment
    No. 1)
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number
    001-07155
  R.H. Donnelley
    Corporation
 (Exact name of registrant as
    specified in its charter)
  Delaware


13-2740040(State or other jurisdiction of
    incorporation or organization)


(I.R.S. Employer Identification
    No.)1001 Winstead Drive, Cary, N.C.


27513(Address of principal executive
    offices)


(Zip
    Code)   Registrants telephone number, including area code (919)
    297-1600
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities registered pursuant to Section 12(g) of the
    Act: Common Stock, par value $1 per share
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K (Section 229.405 Form 10-K Form 10-K. o
  12b-2
 Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ




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EXPLANATORY
    NOTE
  Form 10-K Form 10-K
  Rule 12b-15
  Rule 12b-15




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TABLE OF CONTENTS  PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.ITEM 11. EXECUTIVE COMPENSATION.Summary Compensation Table -- Fiscal 2008Grants of Plan-Based Awards -- Fiscal 2008Outstanding Equity Awards At Fiscal Year-EndOption Exercises and Stock Vested -- Fiscal 2008Pension Benefits -- Fiscal 2008Nonqualified Deferred Compensation -- Fiscal 2008Director Compensation -- Fiscal 2008ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.SIGNATURESEX-31.1EX-31.2    Table of Contents  
  PART III
 
  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.  Board of
    Directors
  E. Thayer Bigelow, Jr.
  Robert Kamerschen
  Thomas J. Reddin
  Ron Rittenmeyer
  David C. Swanson
  Alan F. Schultz
  David M. Veit
  Barry Lawson Williams
 1




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Edwina Woodbury
  Executive
    Officers
    Name

Age

Position(s)David C. Swanson


54


Chairman of the Board and Chief Executive OfficerGeorge F. Bednarz


55


Executive Vice President  Enterprise Sales and
    OperationsSteven M. Blondy


49


Executive Vice President and Chief Financial OfficerSean W. Greene


38


Senior Vice President, Corporate Strategy and Business
    DevelopmentTyler D. Gronbach


40


Senior Vice President of Corporate Communications and
    AdministrationMark W. Hianik


49


Senior Vice President, General Counsel and Corporate SecretaryMargaret LeBeau


50


Senior Vice President and Chief Marketing OfficerGretchen Zech


39


Senior Vice President  Human ResourcesJenny L. Apker


51


Vice President and TreasurerSylvester J. Johnson


49


Vice President  Controller and Chief Accounting
    Officer     David C. Swanson
  George F. Bednarz
  Steven M. Blondy
  Sean W. Greene
  Tyler D. Gronbach
 2




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##### Table of Contents



Mark W. Hianik
  Margaret LeBeau
  Gretchen Zech
  Jenny L. Apker
  Sylvester J. Johnson
    Code of
    Conduct
    Section 16(a)
    Beneficial Ownership Reporting Compliance
   3




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ITEM 11.
    EXECUTIVE
    COMPENSATION.  Compensation
    Discussion and Analysis
  This discussion and analysis of our compensation program for
    named executive officers should be read in conjunction with the
    accompanying tables and text disclosing the compensation awarded
    to, earned by or paid to the named executive officers.
  Form 10-K/A.
  Context
    and Perspective
        Objectives
    of Our Compensation Program for Named Executive
    Officers
    
    Enable us to attract and retain the key leadership talent
    required to successfully execute our business strategy;
    Align executive pay with performance, both annual and long-term;
    Ensure internal equity, both as compared to other executives
    based upon position and contributions, and to the broader
    employee population;
    Strongly link the interests of executives to those of our
    shareholders and other key constituencies;
    Keep our executive compensation practices transparent, in line
    with best practices in corporate governance; and
    Administer executive compensation on a cost-effective and
    tax-efficient basis. 4




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Elements
    of Our Compensation Program for Named Executive
    Officers
    Element ofCompensation



How this Element PromotesProgram

Description

Company ObjectivesAnnual Compensation:Salary

Fixed annual compensation.

Intended to reflect relative internal value of position and be
    competitive with marketplace in order to aid in recruitment and
    retention.Annual Incentive

Opportunity to earn performance-based compensation for achieving
    pre-set annual goals.

Motivate and reward achievement of short-term operating
    corporate objectives that enhance long-term shareholder value.Long-term Compensation (LTIP):Equity Grants in the form of Stock Appreciation Rights
    (SARs) or Restricted Stock Units (RSUs)

Stock-settled SARs and RSUs have the same economic attributes as
    stock options and shares of stock, respectively. Both
    stock-settled SARs and RSUs vest over time.

SARs typically provide more highly leveraged risk and reward
    alignment with shareholder value; use of SARs minimize share
    dilution compared with options; RSUs offer immediate stock
    ownership and minimize dilution; vesting terms of SARs and RSUs
    promote retention. In the current environment, equity has lost
    effectiveness as an incentive. Therefore, in 2009, the Company
    introduced a cash based LTIP.Other Compensation Elements:Retirement Income

Qualified and non-qualified defined benefit, defined
    contribution and supplemental plans intended to provide pensions
    or lump sum payments upon retirement.

Designed to provide basic benefits to aid in recruitment and
    retention; as disclosed in more detail on page 10, the
    defined benefit plans were frozen for non-union employees
    effective as of January 1, 2009.Deferred Compensation

Opportunity to defer cash compensation and defer settlement of
    restricted stock unit awards.

Relatively low cost compensation program designed to aid in
    recruitment and retention; permits tax-favored savings; as
    disclosed in more detail on page 11, the deferred
    compensation plan was terminated on December 31, 2008.Severance Payments and Benefits

Payments and benefits upon termination of an executives
    employment in specified circumstances.

Intended to provide financial security at competitive levels to
    attract lateral hires and to retain executives.Benefits

Health and welfare benefits.

Customary programs to facilitate recruitment and retention. 5




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Element ofCompensation



How this Element PromotesProgram

Description

Company ObjectivesPerquisites

Personal benefits, such as limited personal use of company
    aircraft, financial planning services and executive health
    services.

Intended to recognize and provide additional compensation to
    executives at a relatively low cost to RHD; Company provides a
    gross up on the taxes for the perquisites.     Total
    Direct Remuneration
  Peer Group Companies.
  
    We have only one direct competitor that is also a stand-alone
    public company;
    Other companies in the yellow pages and local commercial search
    industries have very different business models and financial
    characteristics, thereby making peer comparisons difficult;
    Our leveraged financial structure and transformational growth
    model significantly differentiate RHD from potential peer
    companies; and
    We have historically hired executives from, and lost executives
    to, companies in diverse industries.      Peer Group CompaniesBelo Corporation

McGraw-Hill Cos, Inc.The Dun & Bradstreet Corporation

Meredith CorporationE.W. Scripps Company

Moodys CorporationEquifax Inc.

New York Times CompanyFiserv Inc.

Scholastic CorporationIdearc Inc.

Symantec CorporationMcClatchy Company

VeriSign, Inc.   Total Direct Remuneration  Target Marketplace
    Positioning.
 6




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Compensation Objectives and Strategy.
    
    Base Salary:  Base salary is to be positioned
    near (i.e., +/- 10%) the peer group median
    (50th percentile) for comparable responsibilities, with
    individual performance considered by the Committee .
    Variable compensation:  Annual and long-term
    incentive compensation is to be positioned near (i.e., +/- 10%)
    the 75th percentile of the peer group, so that total direct
    remuneration will be in the 60th to 75th percentile
    range when our financial and operating performance attains
    targeted objectives. In setting performance objectives, the
    Committee reviews prior period objectives and prior period
    results to ensure that objectives are not routinely exceeded so
    that the performance objectives can be fairly characterized as
    stretch goals under the business conditions in which
    we operate. In years impacted by material transactions, the
    Committee utilizes the projections presented to the Board by
    management in seeking Board approval of that transaction to help
    guide performance objective setting.       7




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Compensation
    at Target Performance Level
  TDR PercentileSAR Fair





Positioning atAnnual


Value at


Total Direct


Target vs.Name

Salary


Incentive


Grant Date


Remun.


Peer GroupDavid Swanson

$
955,000


$
1,193,750


$
3,485,750


$
5,634,500



91
%Steven Blondy

$
500,000


$
375,000


$
1,375,000


$
2,250,000



113
%George Bednarz

$
400,000


$
300,000


$
1,000,000


$
1,700,000



106
%Robert Bush

$
240,000


$
120,000


$
276,000


$
636,000



N/AMargaret LeBeau

$
275,000


$
165,000


$
316,250


$
756,250



137
%Peter McDonald

$
618,000


$
494,400


$
1,854,000


$
2,966,400



95
%     Annual Incentives for 2008.
  
    Advertising sales growth
    EBITDA
    Free cash flow per share       8




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Annual Incentive Payout as Percentageof Target Payout Based on PerformancePerformance Measure

25% of Target

100% of Target

200% of TargetAdvertising sales growth (50)%

(6.0)%

0.0%

4.0%EBITDA (35)%

$1,350.0 Million

$1,443.0 Million

$1,475.0 MillionFree cash flow per share (15)%

$7.50

$8.77

$9.22     Pay-for-Performance Analysis.
    
    Advertising sales is a statistical measure and consists of sales
    of advertising in print directories distributed during the
    period and Internet-based products and services with respect to
    which such advertising first appeared publicly during the
    period. It is important to distinguish advertising sales from
    net revenue, which is recognized under the deferral and
    amortization method.
    EBITDA represents earnings before interest, taxes, depreciation
    and amortization. EBITDA has also been adjusted for items such
    as (i) impairment charges, (ii) stock-based
    compensation in accordance with Statement of Financial
    Accounting Standards (SFAS) No. 123 (R),
    Share-Based Payment, (iii) restricted stock unit expense
    related to the Business.com Acquisition and
    (iv) restructuring costs.
    Free cash flow per share is calculated as cash flow from
    operations, less capital expenditures  GAAP, adjusted
    for (i) cash restricted stock unit payments related to the
    Business.com Acquisition, (ii) cash restructuring payments
    and (iii) timing of cash interest payments, divided by
    weighted average diluted shares outstanding  GAAP.     9




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Retirement
    Programs
    Defined
    benefit plans
       10




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CEO Retention Program
  401(k)
    and deferred compensation plans
            CEO
    Retention Program
   11




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change-in-control change-in-control Pension Benefits  Supplemental
    Executive Retirement Agreement
  Benefit
    Programs
    Business
    Protection Terms
    Severance
    Policies
      Tax
    Deductibility
   12




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2009
    Compensation Program for Named Executives
          and/or
   13




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Decision-Making
    Responsibility
    Compensation
    and Benefits Committee Report
      Compensation
    and Benefits Committee
    14




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Executive
    Compensation
  The following tables and accompanying narrative should be
    read in conjunction with Compensation Discussion and
    Analysis above.
  Summary
    of Officer Compensation During 2008
    
 Summary
    Compensation Table  Fiscal 2008
  Change inPensionValue andNonqualifiedNon-Equity


DeferredStock


Option/SAR


Incentive Plan


Compensation


All OtherSalary


Bonus


Awards


Awards


Compensation


Earnings


Compensation


TotalName and Principal Position

Year


($)


($)


($)


($)


($)


($)


($)


($)(a)

(b)


(c)


(d)


(e)(1)


(f)(1)


(g)(2)


(h)(3)


(i)(4)


(j)David Swanson


2008



960,247



0



774,732



3,851,838



432,138



2,583,469



145,138



8,747,562Chairman and Chief


2007



931,662



0



1,376,608



5,635,210



1,233,144



230,966



118,270



9,525,860Executive Officer


2006



846,615



0



407,549



4,501,072



1,056,550



131,226



163,775



7,106,787Steven Blondy


2008



502,747



0



293,950



1,566,043



135,750



13,251



44,403



2,556,144Executive Vice President and


2007



489,011



0



308,538



1,744,773



387,375



42,598



41,989



3,014,284Chief Financial Officer


2006



449,303



0



73,306



1,946,870



419,513



31,248



37,581



2,957,821George Bednarz


2008



366,552



0



198,924



1,187,068



90,440



32,122



49,537



1,924,643Executive Vice President


2007



307,349



0



29,489



826,246



201,435



63,876



28,629



1,457,024Enterprise Sales & Ops


2006



254,081



0



70,522



789,588



186,450



47,139



29,128



1,376,908Robert Bush


2008



333,514



0



7,855



433,456



89,595



(174
)


27,489



891,735Interim Controller and


2007



407,624



0



52,265



661,821



263,415



22,933



32,161



1,440,219Chief Accounting Officer


2006



347,281



0



33,564



462,502



261,030



19,926



28,290



1,152,593Margaret Le Beau


2008



276,511



0



29,608



424,408



59,730



9,955



40,923



841,135Senior Vice President


2007



269,574



0



0



435,181



170,445



10,723



26,686



912,609Marketing


2006



248,360



0



0



280,661



103,150



10,244



11,024



653,439Peter McDonald


2008



486,251



0



0



1,792,579



0



81,113



2,614,195



4,974,138Former President and Chief


2007



615,247



0



1,102,103



3,772,506



510,715



131,961



49,077



6,181,609Operating Officer


2006



595,961



0



113,647



2,314,779



596,640



85,786



50,795



3,757,608     (1)
    
    The compensation amounts reported in the Stock
    Awards and Option/SAR Awards columns reflect
    the expense that we reported in our consolidated financial
    statements under SFAS No. 123R without regard to
    estimated forfeitures related to service-based vesting
    conditions. The fair value of an award is apportioned over the
    period during which the award is expected to vest. The fair
    value of a stock award is equal to the average of the high and
    low trading prices of our stock on the grant date. The fair
    value of SARs is determined using the Black-Scholes option
    pricing model. Our Black-Scholes assumptions for financial
    statement purposes are described in Note 8 to our audited
    consolidated financial statements included in our Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 2008.(2)
    
    Amounts reported in this column represent the cash annual
    incentive award paid for annual performance under our Annual
    Incentive Plan. The amounts for 2008 performance were paid in
    March 2009, the amounts for 2007 performance were paid in March
    2008 and the amounts for 2006 performance were paid in
    March 2007. See Grants of Plan-Based Awards During
    2008 below and Compensation Discussion and
    Analysis  Total Direct Remuneration 
    Annual Incentives for 2008 above for a further explanation
    of our annual incentive awards.(3)
    
    Amounts listed as Change in Pension Value and Nonqualified
    Deferred Compensation Earnings for Mr. Swanson
    reflect the change during the year in the actual present value
    of his pension benefit of $115,878, plus the change during the
    year in the actual present value of his Supplemental Executive 15




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Retirement Agreement (the Supplemental Agreement) of
    $2,467,591. The Supplemental Agreement is an unfunded, non
    qualified pension plan originally entered into in December 2008
    and further amended in April 2009. Additional Information
    regarding the Supplemental Agreement can be found below under
    the heading Pension Benefits  Supplemental
    Executive Retirement Agreement. Amounts listed for each of
    the other NEOs reflect solely the change during the year
    in the actual present value of their pension benefit. Our
    deferred compensation plan does not provide for above-market or
    preferential earnings on non-qualified deferred compensation and
    therefore no such amounts are included in the table above.(4)
    
    The All Other Compensation column for 2008 includes
    the following:  Personal





Tax Gross UpFinancial

Travel

DC Plan

Benefit onPlanning

Expenses(a)

Contributions(b)

Perquisites(c)

Other(d)

TotalDavid Swanson


13,790



28,558



6,900



19,063



76,827



145,138Steve Blondy


13,159



1,663



6,900



993



21,688



44,403George Bednarz


13,290



13,160



6,900



6,517



9,670



49,537Robert Bush


13,379



0



0



197



13,913



27,489Margaret Le Beau


14,796



9,739



11,159



4,609



620



40,923Peter McDonald


10,970



0



6,900



161



2,596,164



2,614,195   (a)
    
    Travel expenses for Mr. Swanson include imputed income of
    $18,819 for use of company aircraft and imputed income of $9,739
    for family attendance at company-related events. Travel expenses
    for Mr. Blondy includes imputed income of $1,663 for use of
    company aircraft. Travel expenses for Mr. Bednarz includes
    imputed income of $3,421 for use of company aircraft and imputed
    income of $9,739 for family attendance at company-related
    events. Travel expenses for Ms. Le Beau includes imputed
    income of $9,739 for family attendance at company-related events.(b)
    
    DC Plan Contributions reflect the Company
    contributions under our 401(k) Plan, as reported by our
    plan record keepers prior to audit and any adjustments. The
    401(k) plan is a tax-qualified defined contribution plan.(c)
    
    Company provides a gross up for tax purposes on the value of
    perquisites.(d)
    
    Other compensation for Mr. Swanson includes
    $18,340 for club dues, $2,088 for participation in the
    Companys executive health program, $2,498 in Company paid
    life insurance premiums, and a $53,901 payment, which we refer
    to as 401(k) Equalization Payment, equal to the amount we would
    have contributed as a matching contribution to the 401(k) Plan
    in 2008 but for the contribution limitations under Federal tax
    laws. Other compensation for Messrs. Bednarz,
    Blondy, and Bush represent Company paid life insurance premiums
    and 401(k) Equalization Payments. Other compensation
    for Ms. Le Beau includes Company paid life insurance
    premiums. Other compensation for Mr. McDonald
    includes $2,029 in Company paid life insurance premiums, a
    $30,189 401(k) Equalization Payment, $2,561,267 severance
    payment, and $2,640 for participation in the Companys
    executive health program. 16




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Grants
    of Plan-Based Awards During 2008
    
 Grants of
    Plan-Based Awards  Fiscal 2008
  All OtherStock


All OtherAwards:


Option/SARNumber of


Awards:Securities


Number of


Exercise or


Grant DateEstimated Future Payouts Under


Underlying


Securities


Base Price of


Fair ValueNon-Equity Incentive Plan Awards


Restricted


Underlying


Option/SAR


of Stock andThreshold


Target


Maximum


Stock Units


Options/SARs


Awards


Option/SARName

Grant Date


($)


($)


($)


(#)


(#)


($/Sh)


Awards(a)

(b)


(c)(1)


(d)(1)


(e)(1)


(f)(2)


(g)(3)


(h)


(i)(4)David Swanson


3/4/2008



298,438



1,193,750



2,387,5003/4/2008















90,000



800,000



7.105



3,441,2107/14/2008
(5)


















370,567



1.690



85,6017/22/2008
(6)














300,000







1.635



490,500Steven Blondy


3/4/2008



93,750



375,000



750,0003/4/2008















35,000



320,000



7.105



1,369,3797/14/2008
(5)


















141,614



1.690



32,713George Bednarz


3/4/2008



62,458



249,833



499,6663/4/2008















22,000



170,000



7.105



751,6846/23/2008
(7)














13,000



150,000



3.895



369,9257/14/2008
(5)


















65,339



1.690



15,093Robert Bush


3/4/2008



61,875



247,500



495,0003/4/2008















0



0







0Margaret Le Beau


3/4/2008



41,250



165,000



330,0003/4/2008



















50,000



7.105



175,110Peter McDonald


3/4/2008
(8)


0



0



03/4/2008



















320,000



7.105



1,120,704     (1)
    
    Amounts shown in these columns reflect threshold, target and
    maximum payout levels under our annual incentive plan for 2008
    performance. In February 2008, the Committee established certain
    performance measures, performance objectives and relative
    weightings under our annual incentive plan. See Additional
    Information Relating to Summary Compensation Table and Grants of
    Plan-Based Awards Table below and Compensation
    Discussion and Analysis  Total Direct
    Remuneration  Annual Incentives for 2008 above
    for a detailed explanation of these measures, and the
    performance objectives and relative weightings with respect to
    each measure. In February 2009, the Committee assessed actual
    performance for 2008 against these performance objectives and
    determined final payout amounts that were paid during March
    2009. See Additional Information Relating to Summary
    Compensation Table and Grants of Plan-Based Awards Table
    below and Compensation Discussion and Analysis 
    Total Direct Remuneration  Annual Incentives for
    2008 and  Pay-For-Performance
    Analysis for a detailed explanation of actual performance
    against these performance objectives and the resultant payouts.(2)
    
    On March 4, 2008, we granted to Messrs. Swanson,
    Blondy, Bednarz, and Ms. Le Beau their regular annual
    grants of Restricted Stock Units (RSUs). The numbers of RSUs
    granted to each of them is shown in the table above.
    Mr. Bush was not awarded an annual grant of RSUs.(3)
    
    On March 4, 2008, we granted to Messrs. Swanson,
    McDonald, Blondy, Bednarz, and Ms. Le Beau their regular
    annual grants of stock-settled SARs. The numbers of SARs granted
    to each of them is shown in the table above. Mr. Bush was
    not awarded an annual grant of SARs.(4)
    
    The fair value of a stock award is equal to the average of the
    high and low trading prices of our stock on the business day
    before the grant date. The fair value of the SARs are determined
    using the Black-Scholes option pricing model.(5)
    
    Pursuant to Stock Exchange Program approved by the Board of
    Directors, on July 14, 2008 stock options and SARs having
    exercise prices no less than $10 per share were surrendered in
    exchange for new SARs 17




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covering fewer shares with new vesting requirements, stock price
    appreciation targets, and exercise price equal to fair market
    value of our common stock on the grant date.(6)
    
    On July 22, 2008, Mr. Swanson was awarded 300,000 RSUs
    pursuant to a Retention Program approved by the Board.(7)
    
    On June 23, 2008, Mr. Bednarz was awarded 13,000 RSUs
    and 150,000 SARs pursuant to appointment to Executive Vice
    President of Enterprise Sales and Operations.(8)
    
    Mr. McDonald terminated his employment with the Company on
    September 1, 2008.  Additional
    Information Relating to Summary Compensation Table and Grants of
    Plan-Based Awards Table
    Non-Equity
    Incentive Plan Compensation
    Employment
    Agreements
    GuidelineGuideline


AnnualAnnual


StockIncentive


AwardOpportunity


Opportunity





Severance(% of


(% of





in ChangeName

Base Salary


Base Salary)


Base Salary)


Severance(1)


in
    Control(1)David Swanson

$
955,000



125
%


365
%


2 times



3 timesSteven Blondy

$
500,000



75
%


275
%


2 times



3 timesGeorge Bednarz

$
400,000



75
%


250
%


1.5 times



2 timesRobert Bush

$
240,000



50
%










Margaret Le Beau

$
275,000



60
%


115
%


1.5 times



2 timesPeter
    McDonald(2)


N/A



N/A



N/A



N/A



N/A     (1)
    
    Severance payments are equal to the specified multiple of base
    salary plus guideline annual incentive except for Mr. Bush
    whose amended and restated employment agreement specifies a
    severance payment of $1,020,000, which was paid on
    January 5, 2009. See Payments Upon Termination or
    Change-in-Control
    below for a discussion of the circumstances under which
    severance payments may be triggered and more detailed
    information about the amounts payable for each NEO.(2)
    
    Mr. McDonald terminated employment with the Company
    effective September 1, 2008. 18




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##### Table of Contents



Term
    
    The employment agreements for Messrs. Swanson and Blondy
    are subject to automatic one-year renewals, unless notice has
    been given 90 days prior to the scheduled termination date
    for the agreement. Any non-renewal of the employment agreement
    by us would be considered a termination without Cause. The other
    NEOs are terminable at will.Additional Compensation
    
    Each NEO is eligible to participate in all bonuses, long-term
    incentive compensation, stock options and other equity
    participation arrangements made available to other senior
    executives.Benefits
    
    Each NEO is eligible to participate in all employee benefit
    programs (including perquisites, fringe benefits, vacation,
    pension and 401(k) Plan participation and life, health, accident
    and disability insurance) no less favorable than in effect on
    December 31, 2008.  Each of the remaining NEOs are
    eligible to participate in all employee benefit programs
    (including perquisites, fringe benefits, vacation, pension and
    401(k) Plan participation and life, health, accident and
    disability insurance) to the same extent as other similarly
    situated executive officers.Termination without Cause by RHD not arising from or within
    two years after a Change in Control
    
    Messrs. Swanson and Blondy each receive a cash lump sum
    payment equal to two times base salary plus guideline annual
    incentive. Each of the remaining NEOs receives a cash lump sum
    payment equal to
    one-and-one-half
    times base salary plus guideline annual incentive. Each of
    Messrs. Swanson and Blondy also receives continuation of
    benefits for two years
    (one-and-one
    half years for the remaining NEOs. Terminated NEOs are also
    eligible to receive a cash payment of a pro rata portion of the
    annual incentive payable for the year of termination.Termination arising from, and within two years after, a
    Change in Control
    
    Messrs. Swanson and Blondy each receive a cash lump sum
    payment equal to three times the sum of base salary plus
    guideline annual incentive and continuation of benefits for
    three years. Each of the remaining NEOs receives a cash lump sum
    payment equal to two times the sum of base salary plus guideline
    annual incentive and continuation of benefits for two years. In
    addition, under the 2005 Plan, the 2001 Stock Award and
    Incentive Plan and predecessor plans, upon a Change in Control,
    certain awards may vest and become fully payable as provided in
    the relevant Plan and/or grant documents. If negotiations
    commence prior to a termination of employment but eventually
    result in a Change in Control within two years, then the NEO
    shall be treated as having been terminated within two years
    following a Change in Control and, therefore, shall be entitled
    to the benefits described above. Terminated NEOs are also
    eligible to receive a cash payment of a pro rata portion of the
    annual incentive. 19




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##### Table of Contents



Death/Disability/Retirement
    
    Each NEO (or beneficiary) receives salary through date of
    termination and a pro rata portion of the annual incentive. Each
    NEO also receives continuation of benefits to age 65 in
    event of Disability. Outstanding equity awards are subject to
    accelerated vesting in the event of Death, Disability or
    Retirement or a Change in Control, and such equity awards may be
    exercised until the earlier to occur of one year after the date
    of such termination or the established expiration date of such
    award.Excise Tax
    
    The compensation of each NEO will be grossed up for
    any excise tax imposed under Section 4999 of the U.S.
    Internal Revenue Code relating to any payments made on account
    of a change in control or a termination of the NEOs employment.
    However, if total payments associated with such change in
    control are less than 360% of the executives base
    amount under applicable tax rules, the total payment will
    be reduced to the level at which no excise tax would apply, and
    therefore no gross up will be paid.Restrictive Covenants
    
    Non-compete  during employment and 12 months
    following termination, the NEO shall not directly or indirectly
    engage in any business which is in competition with any line of
    business conducted by the Company or its affiliates.Non-solicitation  during employment and
    12 months following termination, the NEO shall not solicit
    or otherwise interfere with the Companys relationship with
    its employees, customers and suppliers.Confidentiality  during employment and at all times
    thereafter the NEO shall not disclose to any third party the
    Companys confidential and/or proprietary information.  Change-in-Control
  Form 10-K
 20




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##### Table of Contents



Outstanding
    Equity Awards at Fiscal Year-End  Fiscal
    2008
   
  Outstanding
    Equity Awards At Fiscal Year-End
  Options Awards


Stock AwardsMarketNumber of


Number of








Number of


Value ofSecurities


Securities








Shares or


Shares orUnderlying


Underlying








Units of


Units ofUnexercised


Unexercised


Option





Stock that


Stock thatOptions


Options


Exercise


Option


Have not


Have not(#)


(#)


Price


Expiration


Vested


VestedName

Exercisable


Unexercisable


($)


Date


(#)


($)(a)

(b)


(c)(1)


(d)


(e)


(f)(2)(3)


(g)(4)David Swanson


















416,388



141,572



800,000



7.105



03/04/15











370,567



1.690



07/14/15







Steven Blondy


















46,133



15,685



320,000



7.105



03/04/15











141,614



1.690



07/14/15







George Bednarz


















35,000



11,900



170,000



7.105



03/04/15











150,000



3.895



06/23/15











65,339



1.690



07/14/15







Robert Bush


















0



071,862







25.540



10/25/09







22,500







41.095



02/26/11







47,596







41.580



07/28/11







50,000







65.000



10/03/12







9,013



18,027



74.310



02/27/14







Margaret Le Beau


















15,000



5,10044,205







10.780



09/09/13







44,206







10.780



11/08/12







33,333



16,667



64.260



02/21/13







5,832



11,665



74.310



02/27/14







50,000



7.105



03/04/15







Peter McDonald


















0



0500







29.120



05/22/11







236,000







25.540



10/25/09







65,600







41.095



02/26/11







138,750







41.580



07/28/11







150,000







65.000



10/03/12







102,574







74.310



02/27/14







320,000







7.105



03/04/15     (1)
    
    All unexercised options vest ratably over 3 years and have
    a 7-year
    term from date of grant.(2)
    
    The amount in column (f) for Mr. Swanson includes
    90,000 RSUs as part of his 2008 annual grant, 300,000 RSUs as
    part of his retention grant, and 26,388 performance shares in
    the form of RSUs granted in December 2006. The amount in column
    (f) for Mr. Blondy includes 35,000 RSUs as part of his
    2008 21




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##### Table of Contents



annual grant and 11,133 performance shares in the form of RSUs
    granted in December 2006. The amount in column (f) for
    Mr. Bednarz includes 22,000 RSUs as part of his 2008 annual
    grant and 13,000 RSUs pursuant to appointment to Executive Vice
    President of Enterprise Sales and Operations. The amount shown
    in column (f) for Ms. Le Beau is part of her 2008
    annual grant. Mr. McDonald terminated on September 1,
    2008 and forfeited his 16,492 performance shares in the form of
    RSUs granted in December 2006. All other RSUs vested upon
    termination. The performance condition required for the earning
    of the December 2006 RSUs was satisfied (and thus no longer
    represents a condition) on February 5, 2007, and,
    accordingly, are shown in column (f).(3)
    
    All RSUs vest ratably over 3 years except for
    Mr. Swansons retention grant of 300,000 RSUs of
    which 150,000 will vest on his 55th birthday and 50,000 which
    will vest on each of his 56th, 57th, and 58th birthdays.(4)
    
    The market value in column (g) is based on the average of
    the high and low price of RHD common stock on December 31,
    2008, which was $0.34.  Option/SAR
    Exercises and Stock Vested During 2008
   
  Option
    Exercises and Stock Vested  Fiscal 2008
  Options Awards


Stock AwardsNumber of SharesAcquired on


Value Realized on


Number of Shares


Value Realized onExercise


Exercise


Acquired on Vesting


VestingName

(#)


($)


(#)


($)(a)

(b)


(c)


(d)(1)


(e)David Swanson


0



0



3,921



22,663Steven Blondy


0



0



1,426



8,242George Bednarz


0



0



722



4,173Robert Bush


0



0



769



4,445Margaret Le Beau


0



0



0



0Peter McDonald


0



0



2,228



12,878     (1)
    
    Amounts in column (d) reflect restricted stock units
    granted March 6, 2006 under the 2005 Annual Incentive
    Program (2005 AIP). Upon completion of the respective
    performance period of January 1, 2005 to December 31,
    2005 for the 2005 AIP, a dollar amount was determined for each
    NEO based on our actual financial performance against
    pre-established performance objectives. The dollar amount was
    then converted into a number of restricted stock units by
    dividing the dollar amount of the award our stock price
    (calculated as the average of the high and low prices of the
    Companys common stock on the 10 trading days subsequent to
    delivery of the Companys respective audited financial
    statements to the Compensation and Benefits Committee). The 2005
    AIP grants vested 50% on each of the first two anniversaries of
    the grant date. 22




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##### Table of Contents



Pension
    Benefits
  
 Pension
    Benefits  Fiscal 2008
  Number ofYears of


Present Value of


PaymentsCredited


Accumulated


During LastName

Plan Name

Service


Benefit


Fiscal Year(a)

(b)

(c)


(d)(1)


(e)David Swanson

RHD Retirement Account


22.500


$
244,823


$
0RHD PBEP


22.500


$
927,640


$
0Supplemental Executive Retirement Agreement





$
2,467,591Steven Blondy

RHD Retirement Account


5.833


$
47,292


$
0RHD PBEP


5.833


$
124,548


$
0George Bednarz

RHD Retirement Account


32.000


$
349,577


$
0RHD PBEP


32.000


$
196,734


$
0Robert Bush

RHD Retirement Account


8.167


$
49,305


$
0RHD PBEP


8.167


$
55,795


$
0Margaret Le Beau

Dex Media, Inc. Pension Plan


14.246


$
165,145


$
0Peter McDonald

RHD Retirement Account


12.833


$
140,021


$
0RHD PBEP


12.833


$
417,979


$
0     (1)
    
    On October 21, 2008, the Compensation and Benefits
    Committee of the Board of Directors authorized the freeze of the
    Companys Pension Benefit Equalization Plan effective as of
    December 31, 2008. In connection with the freeze, all
    benefit accruals under the Plan will cease as of
    December 31, 2008, however, all plan balances will remain
    intact and interest credits on participant account balances, as
    well as service credits for vesting and retirement eligibility,
    will continue in accordance with the terms of the Plan.  Present Value of Accumulated Pension
    Benefits. Form 10-K.
  R.H. Donnelley Retirement Account.
  Age + Credited

Percentage ofService at End of

Eligible MonthlyMonth

Compensationless than 35

3.00%between 35 and 44

4.00%between 45 and 54

5.00%between 55 and 64

7.50%between 65 and 74

9.00%between 75 and 84

10.50%85 and over

12.50%    23




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##### Table of Contents



30-year
    R.H. Donnelley PBEP.
    Supplemental Executive Retirement
    Agreement.
    change-in-control
   24




---



##### Table of Contents



Nonqualified
    Deferred Compensation
  Deferred Compensation Plan.
    Stock Bonus Deferrals.
   
  Nonqualified
    Deferred Compensation  Fiscal 2008
  Executive


Registrant


Aggregate


Aggregate


AggregateContributions in


Contributions in


Earnings in


Withdrawals/


Balance atName

Last FY


Last FY


Last FY


Distributions


Last FYE(a)

(b)(1)


(c)


(d)(2)


(e)


(f)(3)David Swanson

$
21,330


$
0


$
(3,209,462
)

$
0


$
570,235Steven Blondy

$
0


$
0


$
(676,545
)

$
0


$
968,579George Bednarz

$
0


$
0


$
(292,545
)

$
0


$
2,998Robert Bush

$
0


$
0


$
(27,984
)

$
0


$
911,625Margaret Le Beau

$
0


$
0


$
0


$
0


$
0Peter McDonald

$
0


$
0


$
0


$
0


$
0     (1)
    
    The executive contributions reported in column (b) for
    Mr. Swanson reflects the deferral of Company stock that
    would otherwise have been issued and delivered to him in 2008
    under the terms of restricted stock units granted on
    March 9, 2005 under the 2004 AIP and March 6, 2006
    under the 2005 AIP.(2)
    
    The earnings (loss) reported in column (d) include the
    change in value of the deemed investments in the
    participants notional account (for deferrals under the
    DCP) and the change in value of the Company stock credited to
    the participants notional account (for stock deferrals).
    Our deferred compensation plans do not provide for above-market
    or preferential earnings on non-qualified deferred compensation,
    and none of the amounts reported in column (d) are
    reflected in the Summary Compensation Table above.(3)
    
    On December 12, 2008, the Compensation and Benefits
    Committee of the Companys Board of Directors approved the
    termination of the R.H. Donnelley Corporation Deferred
    Compensation Plan (the Plan), effective
    December 31, 2008.  Payments
    upon Termination or
    Change-in-Control
   25




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##### Table of Contents



Form 10-K
    Severance pay

$
2,224,800Pro Rata Incentive Pay


336,467   24-month
   26




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##### Table of Contents



Incremental
    Value of Payments and Benefits Upon
    Change-in-Control
    (CIC)
    and Various Types of Terminations
  Termination Scenario (12/31/08)

Mr. Swanson


Mr. Blondy


Mr. Bednarz


Ms. Le BeauVoluntary Resignation or For CauseTotal

$
0


$
0


$
0


$
0Without Cause or for Good Reason(Not within two years of CIC)Pro rata Incentive pay

$
1,193,750


$
375,000


$
195,000


$
165,000Severance pay


4,297,500



1,750,000



1,050,000



660,000Health benefits continuation


13,759



20,639



15,479



15,479Total

$
5,505,009


$
2,145,639


$
1,260,479


$
840,479Within Two Years of CIC(Without cause or for good reason)Pro rata Incentive pay

$
1,193,750


$
375,000


$
195,000


$
165,000Severance pay


6,446,250



2,625,000



1,400,000



880,000Health benefits continuation


20,639



30,958



20,639



20,639Supplemental Executive Retirement
    Agreement(3)


2,467,591



0



0



0Unvested
    SARs/Options(1)


0



0



0



0Unvested Deferred
    Shares(1)


0



0



0



0Unvested
    RSUs(1)


0



0



0



0Perquisites(2)


108,154



42,147



28,084



30,794Outplacement


25,000



25,000



25,000



25,000Total

$
10,261,384


$
3,098,105


$
1,668,723


$
1,121,433CIC  Assuming no terminationUnvested
    SARs/Options(1)

$
0


$
0


$
0



0Unvested Deferred
    Shares(1)


0



0



0



0Unvested
    RSUs(1)


0



0



0



0Total

$
0


$
0


$
0


$
0Death or DisabilityPro rata Incentive pay

$
1,193,750


$
375,000


$
195,000


$
165,000Supplemental Executive Retirement
    Agreement(3)


2,467,591



0



0



0Severance pay Unvested
    SARs/Options(1)


0



0



0



0Unvested Deferred
    Shares(1)


0



0



0



0Unvested RSUs  pro
    rata(1)


0



0



0



0Disability  Present Value of Health Benefits through
    age 65


62,446



120,169



87,499



115,400Total

$
3,723,787


$
495,169


$
282,499


$
280,400RetirementUnvested
    SARs/Options(1)

$
0


$
0


$
0


$
0Unvested Deferred
    Shares(1)

$
0


$
0


$
0


$
0Unvested
    RSUs(1)


0



0



0



0Total

$
0


$
0


$
0


$
0     (1)
    
    This amount represents the aggregate in-the-money value of the
    options, SARs, restricted stock units, and other equity awards
    which would become vested as a direct result of the termination
    event or Change in Control, as the case may be, before the
    applicable stated vesting date, plus the aggregate value of any
    performance-based award that would be deemed earned and vested
    solely as a direct result of the termination event or Change in
    Control, as the case may be, before the stated earning or
    vesting date. The stated earning or vesting date is the date at
    which an award would have been earned or vested absent such
    termination event or Change in Control, as the case may be. This
    calculation of value does not attribute any additional value to
    options based on their remaining term and does not discount the
    value of awards based on the portion of the vesting period
    elapsed at the date of the termination event or Change in
    Control. Represents the in-the-money value of stock
    options/SARs. Stock awards are valued the closing price of $.37
    on December 31, 2008.(2)
    
    Perquisites include financial planning services and company paid
    life insurance, as well as, in the case of Mr. Swanson,
    executive health screenings and club membership fees. 27




---



##### Table of Contents



(3)
    
    In April 2009 the Company and Mr. Swanson entered into an
    amendment to the Supplemental Executive Retirement Agreement.
    Additional information regarding this agreement can be found
    above under the heading Pension Benefits 
    Supplemental Retirement Agreement.      Pension benefits.
    Accumulated Benefitat 12/31/2008Payable to Executiveupon Termination,Disability or
    Death(1)David Swanson

$
1,281,422Steve Blondy

$
227,746George Bednarz

$
261,222Robert Bush

$
145,727Margaret Le Beau

$
0Peter McDonald

$
549,825     (1)
    
    The R.H. Donnelly and DonTech Pension Benefit Equalization Plans
    were amended effective January 1, 2008 to comply with
    Internal Revenue Code Section 409A. These amendments
    resulted in the removal of the Single-Life Annuity form of
    payment which was replaced with a Lump-Sum form of payment only
    based upon qualifying events. Timing of payments for termination
    include the later of the seventh month following termination of
    employment or the month following participants 55th
    birthday. If the participant becomes disabled while actively
    employed, the benefit would become payable the earlier of normal
    retirement age or the third anniversary of the
    participants disability. In the case of death, lump sum
    payment will occur in the seventh month following the date of
    death. 28




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##### Table of Contents



Director
    Compensation
    
    Annual cash retainer of $40,000, or $48,000 in the case of the
    chairpersons of the Compensation and Benefits and Corporate
    Governance Committees, or $52,000 in the case of the chairperson
    of the Audit and Finance Committee;
    A fee of $1,200 for each Board meeting ($500 for shorter
    telephonic meetings) attended, $1,200 for each committee meeting
    attended, plus $1,000 for each committee meeting attended for
    which the director serves as chairperson;
    A fee of $800 to a committee chairperson for attendance at a
    meeting of a committee he or she does not chair; and
    The Lead Director will receive an additional cash retainer of
    $36,000 for service as Lead Director, over and above his $40,000
    retainer for Board service.        
    Annual cash retainer of $75,000; elimination of both Board and
    committee meeting fees.
    Additional cash retainer of $25,000 to the Chair of the Audit
    and Finance Committee, $15,000 to the Chairs of the Compensation
    and Benefits and Corporate Governance Committees and $75,000 to
    the Lead Director.
    Additional cash retainer of $20,000 to members of the Audit and
    Finance Committee and $15,000 to members of the Compensation and
    Benefits and Corporate Governance Committees.
    Additional compensation of $90,000 payable at the end of the
    year in stock or cash, at the election of the Board. 29




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##### Table of Contents



Director
    Compensation During 2008
    
 Director
    Compensation  Fiscal 2008
  Fees Earned or





Option/SARPaid in Cash


Stock Awards


Awards


TotalName

($)


($)


($)


($)(a)

(b)(1)


(c)(2)


(d)


(h)Michael P. Connors


66,400



97,969



20,992



185,361Nancy E. Cooper


53,300



87,619



24,308



165,227Robert Kamerschen


52,100



112,325



60,258



224,683Thomas J. Reddin


52,300



38,363



12,338



103,001Alan F. Schultz


69,800



90,033



24,528



184,361David M. Veit


55,700



88,810



24,308



168,818Barry Lawson Williams


59,400



87,825



24,308



171,533Edwina Woodbury


74,000



88,810



24,308



187,118     (1)
    
    Mr. Kamerschen deferred $52,100 (deferred as
    51,797 shares of RHD common stock held in a deferred share
    account and Mr. Connors deferred $66,400 (deferred as
    69,782 shares of RHD common stock held in a deferred share
    account)). Settlement of these shares remains deferred until
    termination of service as a director in accordance with
    Mr. Kamerschens and Mr. Connors deferral
    elections.(2)
    
    The compensation amounts reported in the Stock
    Awards and Option/SAR Awards columns reflect
    the expense that we reported in our 2008 financial statements
    under SFAS No. 123(R) without regard to estimated
    forfeitures related to service-based vesting conditions. These
    amounts consist of a portion of the fair value of the
    share-based payment awards that vest in 2008 or later, including
    awards granted before 2008. For this purpose, the fair value of
    an award is apportioned over the period during which the award
    is expected to vest. The fair value of a stock award is equal to
    the average of the high and low trading prices of our stock on
    the grant date. The fair value of stock options is determined
    using the Black-Scholes option pricing model. The assumptions in
    our Black-Scholes option pricing model for financial statement
    purposes are described in Note 9 to audited consolidated
    financial statements included in our Annual Report on Form
    10-K for the
    fiscal year ended December 31, 2008.    Number of Shares Held atGranted in 2008


December 31, 2008Fair Value of


Fair Value of Stock


Deferred Stock


Deferred Stock


Stock Options


Stock OptionsDeferred Stock at


Options at Grant


(unvested)


(vested)


(unvested)


(vested)Name

Grant Date ($)


Date ($)


(#)


(#)


(#)


(#)Michael P. Connors


10,335



5,454



3,000



71,282



3,000



1,500Nancy E. Cooper


10,335



5,454



3,000



7,500



3,000



7,500Robert Kamerschen


10,335



5,454



3,000



67,212



3,000



15,362Thomas J. Reddin


10,335



5,454



2,500



500



2,500



500Alan F. Schultz


10,335



5,454



3,000



3,000



3,000



3,000David M. Veit


10,335



5,454



3,000



7,500



3,000



7,500Barry Lawson Williams


10,335



5,454



3,000



14,237



3,000



10,500Edwina Woodbury


10,335



5,454



3,000



4,500



3,000



4,500  30




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##### Table of Contents



ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.  Security
    Ownership of Certain Beneficial Owners and Management
    Shares of the CompanysCommon StockAmount Beneficially


PercentageBeneficial Owners

Owned(1)


of
    Class(1)David C. Swanson


364,163
(2)

*Steven M. Blondy


121,181
(3)

*George F. Bednarz


79,128
(4)

*Margaret Le Beau


175,606
(5)

*E. Thayer Bigelow, Jr.





*Robert Kamerschen


192,075
(6)

*Thomas J. Reddin


4,000
7)

*Ron Rittenmeyer





*Alan F. Schultz


11,500
(8)

*David M. Veit


29,850
(9)

*Barry Lawson Williams


29,238
(10)

*Edwina Woodbury


13,500
(11)

*All Current Directors and Executive Officers as a Group
    (18 persons)


1,102,219
(12)

1.6%Doddsville Investments, LLC


9,033,422
(13)

13.1%7301 SW 57th Ct. Suite 400
    South Miami, FL 33143Wells Fargo & Company


7,470,451
(14)

10.9%420 Montgomery Street
    San Francisco, CA 94163Kevin Douglas


6,881,825
(15)

10.0%125 E. Sir Francis Drake Blvd., Ste 400
    Larkspur, CA 94939Amalgamated Gadget, L.P.


5,337,200
(16)

7.8%301 Commerce St., Suite 3200
    Fort Worth, TX 76102Kinetics Asset Management, Inc.


4,057,071
(17)

5.9%470 Park Avenue South, 4th Floor South
    New York, NY 10016Jack B. Corwin


3,616,116
(18)

5.3%2150 Lincoln Street
    Burbank, CA 91504Goldman Sachs Asset Management


3,540,510
(19)

5.1%32 Old Slip
    New York, NY 10005     *
    
    Represents ownership of less than 1%.(1)
    
    The amounts and percentage of the Companys common stock
    beneficially owned are reported on the basis of rules and
    regulations of the SEC governing the determination of beneficial
    ownership of securities. Under such rules and regulations, a
    person is deemed to be a beneficial owner of a
    security if that 31




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person has or shares voting power, which includes
    the power to vote or to direct the voting of such security, or
    investment power, which includes the power to
    dispose of or to direct the disposition of such security. A
    person is also deemed to be a beneficial owner of any securities
    which that person has a right to acquire beneficial ownership of
    within 60 days. Under these rules and regulations, more
    than one person may be deemed a beneficial owner of the same
    securities and a person may be deemed to be a beneficial owner
    of securities in which he has no economic interest. As of
    April 15, 2009, the Company had 68,845,477 shares of
    common stock outstanding.(2)
    
    Includes 266,666 shares of the Companys common stock
    that may be acquired pursuant to options or SARs exercisable or
    RSUs vesting as of April 15, 2009 or within 60 days
    thereafter.(3)
    
    Includes 106,666 shares of the Companys common stock
    that may be acquired pursuant to options or SARs exercisable or
    RSUs vesting as of April 15, 2009 or within 60 days
    thereafter.(4)
    
    Includes 56,666 shares of the Companys common stock
    that may be acquired pursuant to options or SARs exercisable or
    RSUs vesting as of April 15, 2009 or within 60 days
    thereafter.(5)
    
    Includes 166,741 shares of the Companys common stock
    that may be acquired pursuant to options or SARs exercisable or
    RSUs vesting as of April 15, 2009 or within 60 days
    thereafter.(6)
    
    Includes 16,862 shares of the Companys common stock
    that may be acquired pursuant to options or SARs exercisable or
    RSUs vesting as of April 15, 2009 or within 60 days
    thereafter.(7)
    
    Includes 1,000 shares of the Companys common stock
    that may be acquired pursuant to options or SARs exercisable or
    RSUs vesting as of April 15, 2009 or within 60 days
    thereafter.(8)
    
    Includes 4,500 shares of the Companys common stock
    that may be acquired pursuant to options or SARs exercisable or
    RSUs vesting as of April 15, 2009 or within 60 days
    thereafter.(9)
    
    Includes 9,000 shares of the Companys common stock
    that may be acquired pursuant to options or SARs exercisable or
    RSUs vesting as of April 15, 2009 or within 60 days
    thereafter.(10)
    
    Includes 12,000 shares of the Companys common stock
    that may be acquired pursuant to options or SARs exercisable or
    RSUs vesting as of April 15, 2009 or within 60 days
    thereafter.(11)
    
    Includes 6,000 shares of the Companys common stock
    that may be acquired pursuant to options or SARs exercisable or
    RSUs vesting as of April 15, 2009 or within 60 days
    thereafter.(12)
    
    Includes 719,098 shares of the Companys common stock
    that may be acquired pursuant to options or SARs exercisable or
    RSUs vesting as of April 15, 2009 or within 60 days
    thereafter.(13)
    
    Doddsville Investments, LLC filed a Schedule 13D/A with the
    SEC on April 13, 2009 reporting that it beneficially owned
    9,033,422 shares of the Companys common stock as of
    April 13, 2009, with sole voting and dispositive power over
    none of those shares and shared voting and dispositive power
    over all of those shares.(14)
    
    Wells Fargo & Company filed a Schedule 13G with
    the SEC on January 12, 2009 reporting that it beneficially
    owned 7,470,451 shares of the Companys common stock
    as of December 31, 2008, with sole voting power over
    7,328,089 shares and sole dispositive power over
    7,458,155 shares.(15)
    
    Kevin Douglas filed a Schedule 13G/A with the SEC on
    April 17, 2009 reporting that he beneficially owned
    6,881,825 shares of the Companys common stock as of
    April 13, 2009, with sole voting and dispositive power over
    none of those shares, shared voting power over 4,956,429 of
    those shares and shared dispositive power over all of those
    shares.(16)
    
    Amalgamated Gadget, L.P. filed a Schedule 13G with the SEC
    on November 24, 2008 reporting that it beneficially owned
    5,337,200 shares of the Companys common stock as of
    November 24, 2008, with sole voting and dispositive power
    over all of those shares.(17)
    
    Kinetics Asset Management, Inc. filed a Schedule 13G with
    the SEC on February 18, 2009 reporting that it beneficially
    owned 4,057,071 shares of the Companys common stock
    as of December 31, 2008, with sole voting power over all of
    those shares.(18)
    
    Jack B. Corwin filed a Schedule 13G/A with the SEC on
    February 17, 2009 reporting that he beneficially owned
    3,616,116 shares of the Companys common stock as of
    December 31, 2008, with sole voting and dispositive power
    over all of those shares. 32




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(19)
    
    Goldman Sachs Asset Management filed a Schedule 13G with
    the SEC on February 12, 2009 reporting that it beneficially
    owned 3,540,510 shares of the Companys common stock
    as of December 31, 2008, with sole voting and dispositive
    power over none of those shares and shared voting and
    dispositive power over all of those shares.   
  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE.  Compensation
    Committee Interlocks and Insider Participation; Certain
    Relationships and Transactions With Related Persons
  Form 10-K/A.
      
    the size of the transaction and the amount payable to a related
    person;
    the nature of the interest of the related person in the
    transaction;
    whether the transaction was undertaken in the ordinary course of
    business; and
    whether the transaction involves the provision of goods or
    services to the Company that are available from unrelated third
    parties and, if so, whether the transaction is on terms and made
    under circumstances that are at least as favorable to the
    Company as would be available in comparable transactions with or
    involving unrelated third parties.    Independence
    and Financial Expertise Determinations
   33




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and/or and/or and/or
  regulation S-K.
 
  ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.  and/or and/or
    2008


2007Audit Fees

$
3,349,883


$
2,936,500Audit-Related Fees

$
0


$
40,330Tax Fees

$
0


$
0All Other Fees

$
0


$
0Total

$
3,349,883


$
2,976,830   Audit Fees. Form 10-Q,
 34




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Audit-Related Fees.
  Tax Fees.
  All Other Fees.
     35




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SIGNATURES
  Form 10-K/A
    By:
    /s/  David
    C. Swanson   Chairman and Chief Executive Officer
 36




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Exhibit Index
  Exhibit No.

Document31
.1

Certification of David C. Swanson, Chairman and Chief Executive
    Officer of R.H. Donnelley Corporation pursuant to Rule 13a-14
    (a) under the Securities Exchange Act of 1934, as amended, as
    adopted pursuant to Section 302 of the Sarbanes-Oxley Act31
.2

Certification of Steven M. Blondy, Executive Vice President and
    Chief Financial Officer of R.H. Donnelley Corporation pursuant
    to Rule 13a-14 (a) under the Securities Exchange Act of 1934, as
    amended, as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act  37