CERTIFICATE OF AMENDMENT
                       TO THE RESTATED CERTIFICATE OF INCORPORATION,
                               OF R.H. DONNELLEY CORPORATION



       R.H. Donnelley Corporation (the 'Corporation'), a corporation organized
  and existing under and by virtue of the General Corporation Law of the State 
  of Delaware (the 'DGCL'), does hereby amend the Restated Certificate of 
  Incorporation of the Corporation.


       The undersigned hereby certifies that this amendment to the Restated
  Certificate of Incorporation, as amended, of the Corporation has been duly
  adopted in accordance with Section 242 of the DGCL.


       Article FIFTH of the Restated Certificate of Incorporation of the
  Corporation is hereby amended by deleting the last paragraph thereof.

       THE UNDERSIGNED, being the Vice President and Secretary of the
  Corporation, for the purpose of amending the Restated Certificate of 
  Incorporation, of the Corporation pursuant to the DGCL, does make this 
  amendment to the Restated Certificate of Incorporation of the Corporation, 
  hereby declaring and certifying that this is my act and deed and the facts 
  herein stated are true, and accordingly have hereunto set my hand as of this 
  27th day of April, 1999.



                                           R.H. DONNELLEY CORPORATION



                                           By:     
                                                   -------------------------
                                           Name:   Jane B. Clark
                                           Title:  Vice President and Secretary



  ATTEST:



  -------------------------
  Name:   Adam F. Wergeles
  Title:  Corporate Counsel

<PAGE>



                              CERTIFICATE OF AMENDMENT
                    TO THE RESTATED CERTIFICATE OF INCORPORATION
                            OF R.H. DONNELLEY CORPORATION



       R.H. Donnelley Corporation (the 'Corporation'), a corporation organized
  and existing under and by virtue of the General Corporation Law of the State 
  of Delaware (the 'DGCL'), does hereby amend the Restated Certificate of
  Incorporation of the Corporation.

       The undersigned hereby certifies that this amendment to the Restated
  Certificate of Incorporation of the Corporation has been duly adopted in
  accordance with Section 242 of the DGCL.

       Article FOURTH of the Restated Certificate of Incorporation of the
  Corporation is hereby amended to include the following text after the last
  paragraph thereof:
  
     5.  Reverse Stock Split.  Effective as of the close of business on 
         the date of filing this Amendment to the Restated Certificate of
         Incorporation (the 'Effective Time'), the filing of this
         Amendment, shall effect a reverse stock split (the 'Reverse Stock
         Split') pursuant to which each five (5) shares of common stock,
         par value $1 per share, of the corporation issued and outstanding,
         shall be combined into one (1) validly issued, fully paid and
         nonassessable share of common stock, par value $1 per share, of
         the corporation.  The number of authorized shares, the number of
         shares of treasury stock and the par value of the common stock
         shall not be affected by the Reverse Stock Split.  Each stock
         certificate that prior to the Effective Time represented shares of
         common stock shall, following the Effective Time, represent the
         number of shares into which the shares of common stock represented
         by such certificate shall be combined.  The corporation shall not
         issue fractional shares or scrip as a result of the Reverse Stock
         Split, but shall arrange for the disposition of shares on behalf
         of those record holders of common stock at the Effective Time who
         would otherwise be entitled to fractional shares as a result of
         the Reverse Stock Split.



       THE UNDERSIGNED, being the Vice President and the Secretary of the
  Corporation, for the purpose of amending the Restated Certificate of
  Incorporation of the Corporation, pursuant to the DGCL, does make this
  amendment to the Restated Certificate of Incorporation of the Corporation, 
  hereby declaring and certifying that this is my act and deed and the facts 
  herein stated are true, and accordingly have hereunto set my hand as of this 
  24th day of August, 1998.



                                                   R.H. DONNELLEY CORPORATION



                                                   By:
                                                         ----------------------

                                                    Name:  Jane B. Clark
                                                    Title: Vice President and
                                                           Corporate Secretary


  ATTEST:




  --------------------------

  Name:  Adam F. Wergeles
  Title:  Corporate Counsel

<PAGE>

                              CERTIFICATE OF DESIGNATION
                                          OF
                           SERIES B PARTICIPATING CUMULATIVE
                                     PREFERRED STOCK

                                           OF

                               R.H. DONNELLEY CORPORATION

                             Pursuant to Section 151 of the
                             General Corporation Law of the
                                   State of Delaware



       We, Frank M. Colarusso, Vice President and Treasurer, and Jane B. Clark,
  Vice President and Corporate Secretary, of R.H. Donnelley Corporation, a
  corporation organized and existing under the General Corporation Law of the
  State of Delaware ('Delaware Law'), in accordance with the provisions thereof,
  DO HEREBY CERTIFY:

       That pursuant to the authority conferred upon the Board of Directors by
  the Certificate of Incorporation of the Corporation, the Board of Directors 
  on October 27, 1998, adopted the following resolution creating a series of
  Preferred Stock in the amount and having the designation, voting powers,
  preferences and relative, participating, optional and other special rights 
  and qualifications, limitations and restrictions thereof as follows:


       SECTION 1.  Designation and Number of Shares.  The shares of such series
  shall be designated as 'Series B Participating Cumulative Preferred Stock' 
  (the 'Series B Preferred Stock'), and the number of shares constituting such 
  series shall be 400,000.  Such number of shares of the Series B Preferred 
  Stock may be increased or decreased by resolution of the Board of Directors; 
  provided that no decrease shall reduce the number of shares of Series B 
  Preferred Stock to a number less than the number of shares then outstanding 
  plus the number of shares issuable upon exercise or conversion of outstanding
  rights, options or other securities issued by the Corporation.

       SECTION 2.  Dividends and Distributions.

              (a)  The holders of shares of Series B Preferred Stock shall be
       entitled to receive, when, as and if declared by the Board of Directors
       out of funds legally available for the purpose, quarterly dividends 
       payable on March 10, June 10, September 10 and December 10 of each year 
       (each such date being referred to herein as a 'Quarterly Dividend 
       Payment Date'), commencing on the first Quarterly Dividend Payment Date 
       after the first issuance of any share or fraction of a share of Series B
       Preferred Stock, in an amount per share (rounded to the nearest cent) 
       equal to the greater of (i) $1.00 and (ii) subject to the provision for 
       adjustment hereinafter set forth, 100 times the aggregate per share 
       amount of all cash dividends or other distributions and 100 times the 
       aggregate per share amount of all non-cash dividends or other 
       distributions (other than (A) a dividend payable in shares of Common 
       Stock, par value $1 per share, of the Corporation (the 'Common Stock') 
       or (B) a subdivision of the outstanding shares of Common Stock (by 
       reclassification or otherwise)), declared on the Common Stock since the 
       immediately preceding Quarterly Dividend Payment Date, or, with respect 
       to the first Quarterly Dividend Payment Date, since the first issuance 
       of any share or fraction of a share of Series B Preferred Stock.  If the
       Corporation shall at any time after October 27, 1998 (the 'Rights 
       Declaration Date') pay any dividend on Common Stock payable in shares
       of Common Stock or effect a subdivision or combination of the 
       outstanding shares of Common Stock (by reclassification or otherwise)
       into a greater or lesser number of shares of Common Stock, then in each
       such case the amount to which holders of shares of Series B Preferred
       Stock were entitled immediately prior to such event under clause 2(a)
       (ii) of the preceding sentence shall be adjusted by multiplying such 
       amount by a fraction the numerator of which is the number of shares of 
       Common Stock outstanding immediately after such event and the denominator
       of which is the number of shares of Common Stock that were outstanding 
       immediately prior to such event.

              (b)  The Corporation shall declare a dividend or distribution on
       the Series B Preferred Stock as provided in paragraph 2(a) above 
       immediately after it declares a dividend or distribution on the Common 
       Stock (other than as described in clauses 2(a)(ii)(A) and 2(a)(ii)(B) 
       above); provided that if no dividend or distribution shall have been 
       declared on the Common Stock during the period between any Quarterly 
       Dividend Payment Date and the next subsequent Quarterly Dividend 
       Payment Date (or, with respect to the first Quarterly Dividend Payment
       Date, the period between the first issuance of any share or fraction 
       of a share of Series B Preferred Stock and such first Quarterly 
       Dividend Payment Date), a dividend of $1.00 per share on the Series B
       Preferred Stock shall nevertheless be payable on such subsequent 
       Quarterly Dividend Payment Date.

              (c)  Dividends shall begin to accrue and be cumulative on
       outstanding shares of Series B Preferred Stock from the Quarterly 
       Dividend Payment Date next preceding the date of issue of such shares of
       Series B Preferred Stock, unless the date of issue of such shares is on 
       or before the record date for the first Quarterly Dividend Payment Date,
       in which case dividends on such shares shall begin to accrue and be 
       cumulative from the date of issue of such shares, or unless the date of 
       issue is a date after the record date for the determination of holders 
       of shares of Series B Preferred Stock entitled to receive a quarterly 
       dividend and on or before such Quarterly Dividend Payment Date, in which
       case dividends shall begin to accrue and be cumulative from such 
       Quarterly Dividend Payment Date.  Accrued but unpaid dividends shall 
       not bear interest. Dividends paid on shares of Series B Preferred 
       Stock in an amount less than the total amount of such dividends at the
       time accrued and payable on such shares shall be allocated pro rata on a
       share-by-share basis among all such shares at the time outstanding. 
       The Board of Directors may fix a record date for the determination of
       holders of shares of Series B Preferred Stock entitled to receive 
       payment of a dividend or distribution declared thereon, which record 
       date shall not be more than 60 days prior to the date fixed for the
       payment thereof.

       SECTION 3.  Voting Rights.  In addition to any other voting rights
  required by law, the holders of shares of Series B Preferred Stock shall have
  the following voting rights:

              (a) Subject to the provision for adjustment hereinafter set forth,
       each share of Series B Preferred Stock shall entitle the holder thereof 
       to 100 votes on all matters submitted to a vote of stockholders of the
       Corporation.  If the Corporation shall at any time after the Rights
       Declaration Date pay any dividend on Common Stock payable in shares of
       Common Stock or effect a subdivision or combination of the outstanding
       shares of Common Stock (by reclassification or otherwise) into a greater
       or lesser number of shares of Common Stock, then in each such case the 
       number of votes per share to which holders of shares of Series B 
       Preferred Stock were entitled immediately prior to such event shall be 
       adjusted by multiplying such number by a fraction the numerator of which
       is the number of shares of Common Stock outstanding immediately after 
       such event and the denominator of which is the number of shares of 
       Common Stock that were outstanding immediately prior to such event.

              (b) Except as otherwise provided herein or by law, the holders of
       shares of Series B Preferred Stock and the holders of shares of Common
       Stock shall vote together as a single class on all matters submitted to 
       a vote of stockholders of the Corporation.

              (c) (i) If at any time dividends on any Series B Preferred Stock
       shall be in arrears in an amount equal to six quarterly dividends 
       thereon, the occurrence of such contingency shall mark the beginning of 
       a period (herein called a 'default period') which shall extend until 
       such time when all accrued and unpaid dividends for all previous 
       quarterly dividend periods and for the current quarterly dividend period
       on all shares of Series B Preferred Stock then outstanding shall have 
       been declared and paid or set apart for payment.  During each default 
       period, all holders of Preferred Stock and any other series of Preferred
       Stock then entitled as a class to elect directors, voting together as a 
       single class, irrespective of series, shall have the right to elect two 
       Directors.

                  (ii) During any default period, such voting right of the
       holders of Series B Preferred Stock may be exercised initially at a 
       special meeting called pursuant to subparagraph 3(c)(iii) hereof or at
       any annual meeting of stockholders, and thereafter at annual meetings of
       stockholders; provided that neither such voting right nor the right of 
       the holders of any other series of Preferred Stock, if any, to increase,
       in certain cases,the authorized number of Directors shall be exercised 
       unless the holders of 10% in number of shares of Preferred Stock 
       outstanding shall be present in person or by proxy.  The absence of a 
       quorum of holders of Common Stock shall not affect the exercise by 
       holders of Preferred Stock of such voting right.  At any meeting at 
       which holders of Preferred Stock shall exercise such voting right 
       initially during an existing default period, they shall have the 
       right, voting as a class, to elect Directors to fill such vacancies, 
       if any, in the Board of Directors as may then exist up to two
       Directors or, if such right is exercised at an annual meeting, to elect
       two Directors.  If the number which may be so elected at any special 
       meeting does not amount to the required number, the holders of the 
       Preferred Stock shall have the right to make such increase in the 
       number of Directors as shall be necessary to permit the election by 
       them of the required number.  After the holders of the Preferred Stock
       shall have exercised their right to elect Directors in any default 
       period and during the continuance of such period, the number of 
       Directors shall not be increased or decreased except by vote of the 
       holders of Preferred Stock as herein provided or pursuant to the rights
       of any equity securities ranking senior to or pari passu with the Series
       B Preferred Stock.

                 (iii) Unless the holders of Preferred Stock shall, during an
       existing default period, have previously exercised their right to elect
       Directors, the Board of Directors may order, or any stockholder or
       stockholders owning in the aggregate not less than 10% of the total 
       number of shares of Preferred Stock outstanding, irrespective of series,
       may request, the calling of a special meeting of holders of Preferred 
       Stock, which meeting shall thereupon be called by the President, a Vice 
       President or the Secretary of the Corporation.  Notice of such meeting 
       and of any annual meeting at which holders of Preferred Stock are 
       entitled to vote pursuant to this paragraph 3(c)(iii) shall be given to 
       each holder of record of Preferred Stock by mailing a copy of such 
       notice to him at his last address as the same appears on the books of
       the Corporation.  Such meeting shall be called for a time not earlier 
       than 20 days and not later than 60 days after such order or request or 
       in default of the calling of such meeting within 60 days after such 
       order or request, such meeting may be called on similar notice by any
       stockholder or stockholders owning in the aggregate not less than 10%
       of the total number of shares of Preferred Stock outstanding, 
       irrespective of series.  Notwithstanding the provisions of this 
       paragraph 3(c)(iii), no such special meeting shall be called during
       the period within 60 days immediately preceding the date fixed for the
       next annual meeting of stockholders.

                  (iv) In any default period, the holders of Common Stock, and
       other classes of stock of the Corporation if applicable, shall continue 
       to be entitled to elect the whole number of Directors until the holders 
       of Preferred Stock shall have exercised their right to elect two 
       Directors voting as a class, after the exercise of which right (x) the
       Directors so elected by the holders of Preferred Stock shall continue in
       office until their successors shall have been elected by such holders or
       until the expiration of the default period, and (y) any vacancy in the 
       Board of Directors may (except as provided in paragraph 3(c)(ii) hereof)
       be filled by vote of a majority of the remaining Directors theretofore 
       elected by the holders of the class of stock which elected the Director 
       whose office shall have become vacant.  References in this paragraph 
       3(c) to Directors elected by the holders of a particular class of stock 
       shall include Directors elected by such Directors to fill vacancies as 
       provided in clause (y) of the foregoing sentence.

                  (v) Immediately upon the expiration of a default period, (x)
       the right of the holders of Preferred Stock as a class to elect Directors
       shall cease, (y) the term of any Directors elected by the holders of 
       Preferred Stock as a class shall terminate, and (z) the number of 
       Directors shall be such number as may be provided for in the certificate
       of incorporation or bylaws irrespective of any increase made pursuant to
       the provisions of paragraph 3(c)(ii) hereof (such number being subject, 
       however, to change thereafter in any manner provided by law or in the 
       certificate of incorporation or bylaws).  Any vacancies in the Board of 
       Directors effected by the provisions of clauses (y) and (z) in the 
       preceding sentence may be filled by a majority of the remaining 
       Directors.

              (d) The Certificate of Incorporation of the Corporation shall not
       be amended in any manner (whether by merger or otherwise) so as to 
       adversely affect the powers, preferences or special rights of the Series
       B Preferred Stock without the affirmative vote of the holders of a 
       majority of the outstanding shares of Series B Preferred Stock, voting 
       separately as a class.

              (e) Except as otherwise provided herein, holders of Series B
       Preferred Stock shall have no special voting rights, and their consent
       shall not be required for taking any corporate action.


       SECTION 4.  Certain Restrictions.

              (a) Whenever quarterly dividends or other dividends or
       distributions payable on the Series B Preferred Stock as provided in 
       Section 2 are in arrears, thereafter and until all accrued and unpaid 
       dividends and distributions, whether or not declared, on outstanding 
       shares of Series B Preferred Stock shall have been paid in full, the 
       Corporation shall not:

                 (i) declare or pay dividends on, or make any other 
       distributions on, any shares of stock ranking junior (either as to 
       dividends or upon liquidation, dissolution or winding up) to the Series 
       B Preferred Stock;

                 (ii) declare or pay dividends on, or make any other
       distributions on, any shares of stock ranking on a parity (either as to 
       dividends or upon liquidation, dissolution or winding up) with the 
       Series B Preferred Stock, except dividends paid ratably on the Series B 
       Preferred Stock and all such other parity stock on which dividends are 
       payable or in arrears in proportion to the total amounts to which the 
       holders of all such shares are then entitled;

                 (iii) redeem, purchase or otherwise acquire for value any 
       shares of stock ranking junior (either as to dividends or upon 
       liquidation, dissolution or winding up) to the Series B Preferred Stock;
       provided that the Corporation may at any time redeem, purchase or 
       otherwise acquire shares of any such junior stock in exchange for shares
       of stock of the Corporation ranking junior (as to dividends and upon 
       dissolution, liquidation or winding up) to the Series B Preferred Stock;
       or

                 (iv) redeem, purchase or otherwise acquire for value any shares
       of Series B Preferred Stock, or any shares of stock ranking on a parity
       (either as to dividends or upon liquidation, dissolution or winding up)
       with the Series B Preferred Stock, except in accordance with a purchase
       offer made in writing or by publication (as determined by the Board of
       Directors) to all holders of Series B Preferred Stock and all such other
       parity stock upon such terms as the Board of Directors, after
       consideration of the respective annual dividend rates and other relative
       rights and preferences of the respective series and classes, shall 
       determine in good faith will result in fair and equitable treatment 
       among the respective series or classes.

              (b) The Corporation shall not permit any subsidiary of the
       Corporation to purchase or otherwise acquire for value any shares of 
       stock of the Corporation unless the Corporation could, under paragraph 
       4(a), purchase or otherwise acquire such shares at such time and in such
       manner.
      
       SECTION 5.  Reacquired Shares.  Any shares of Series B Preferred Stock
  redeemed, purchased or otherwise acquired by the Corporation in any manner
  whatsoever shall be retired and cancelled promptly after the acquisition
  thereof.  All such shares shall upon their cancellation become authorized but
  unissued shares of Preferred Stock without designation as to series and may 
  be reissued as part of a new series of Preferred Stock to be created by 
  resolution or resolutions of the Board of Directors as permitted by the 
  Certificate of Incorporation or as otherwise permitted under Delaware Law.

       SECTION 6.  Liquidation, Dissolution and Winding Up.  Upon any
  liquidation, dissolution or winding up of the Corporation, no distribution 
  shall be made (1) to the holders of shares of stock ranking junior (either as
  to dividends or upon liquidation, dissolution or winding up) to the Series B 
  Preferred Stock unless, prior thereto, the holders of shares of Series B 
  Preferred Stock shall have received $1.00 per share, plus an amount equal 
  to accrued and unpaid dividends and distributions thereon, whether or not 
  declared, to the date of such payment; provided that the holders of shares of
  Series B Preferred Stock shall be entitled to receive an aggregate amount 
  per share, subject to the provision for adjustment hereinafter set forth, 
  equal to 100 times the aggregate amount to be distributed per share to 
  holders of Common Stock, or (2) to the holders of stock ranking on a parity
  (either as to dividends or upon liquidation, dissolution or winding up) 
  with the Series B Preferred Stock, except distributions made ratably on the
  Series B Preferred Stock and all such other parity stock in proportion to
  the total amounts to which the holders of all such shares are entitled upon
  such liquidation, dissolution or winding up.  If the Corporation shall at any
  time after the Rights Declaration Date pay any dividend on Common Stock 
  payable in shares of Common Stock or effect a subdivision or combination of 
  the outstanding shares of Common Stock (by reclassification or otherwise)
  into a greater or lesser number of shares of Common Stock, then in each such 
  case the aggregate amount to which holders of shares of Series B Preferred 
  Stock were entitled immediately prior to such event under the proviso in 
  clause (1) of the preceding sentence shall be adjusted by multiplying such 
  amount by a fraction the numerator of which is the number of shares of Common
  Stock outstanding immediately after such event and the denominator of which 
  is the number of shares of Common Stock that were outstanding immediately 
  prior to such event.

       SECTION 7.  Consolidation, Merger, Etc.  If the Corporation shall enter
  into any consolidation, merger, combination or other transaction in which the
  shares of Common Stock are exchanged for or changed into other stock or
  securities, cash or any other property, then in any such case the shares of
  Series B Preferred Stock shall at the same time be similarly exchanged for or
  changed into an amount per share, subject to the provision for adjustment
  hereinafter set forth, equal to 100 times the aggregate amount of stock,
  securities, cash or any other property, as the case may be, into which or for
  which each share of Common Stock is changed or exchanged.  If the Corporation
  shall at any time after the Rights Declaration Date pay any dividend on Common
  Stock payable in shares of Common Stock or effect a subdivision or combination
  of the outstanding shares of Common Stock (by reclassification or otherwise)
  into a greater or lesser number of shares of Common Stock, then in each such
  case the amount set forth in the preceding sentence with respect to the
  exchange or change of shares of Series B Preferred Stock shall be adjusted by
  multiplying such amount by a fraction the numerator of which is the number 
  of shares of Common Stock outstanding immediately after such event and the 
  denominator of which is the number of shares of Common Stock that were 
  outstanding immediately prior to such event.

       SECTION 8.  No Redemption.  The Series B Preferred Stock shall not be
  redeemable.

       SECTION 9.  Rank.  The Series B Preferred Stock shall rank junior (as to
  dividends and upon liquidation, dissolution and winding up) to all other 
  series of the Corporation's preferred stock except any series that 
  specifically provides that such series shall rank junior to the Series B 
  Preferred Stock.

       SECTION 10.  Fractional Shares.  Series B Preferred Stock may be issued 
  in fractions of a share which shall entitle the holder, in proportion to such
  holder's fractional shares, to exercise voting rights, receive dividends,
  participate in distributions and to have the benefit of all other rights of
  holders of Series B Preferred Stock.

       IN WITNESS WHEREOF, we have executed and subscribed this Certificate 
  this 30th day of October, 1998.


                                                          Frank M. Colarusso



                                                          ------------------


                                                          Jane B. Clark



                                                          ------------------

<PAGE>
                         CERTIFICATE OF OWNERSHIP AND MERGER
                                        MERGING
                                   RHD CORPORATION
                                         INTO
                          THE DUN & BRADSTREET CORPORATION
                      (PURSUANT TO SECTION 253 OF THE GENERAL
                           CORPORATION LAW OF DELAWARE)



       The Dun & Bradstreet Corporation, a Delaware corporation (the
  'Corporation'), does hereby certify:

       FIRST:  That the Corporation is incorporated pursuant to the General
  Corporation Law of the State of Delaware.

       SECOND:  That the Corporation owns all of the outstanding shares of each
  class of the capital stock of RHD Corporation, a Delaware corporation.

       THIRD:  That the Corporation, by the following resolutions of its Board 
  of Directors, duly adopted on the third day of June, 1998, determined to merge
  into itself RHD Corporation (the 'Merger') on the conditions set forth in 
  such resolutions:

            RESOLVED:  That the Dun & Bradstreet Corporation merge into itself
       its subsidiary, RHD Corporation, and assume all of said subsidiary's
       liabilities and obligations; and

            FURTHER RESOLVED:  That upon the filing of the certificate of
       ownership and merger contemplated by these resolutions, and effective at
       the time specified in such certificate, the name of the Corporation shall
       be changed to R.H. Donnelley Corporation; and

            FURTHER RESOLVED:  That the President and the Secretary of this
       Corporation be and they hereby are directed to make, execute and
       acknowledge a certificate of ownership and merger setting forth a copy of
       the resolution to merge said RHD Corporation into this corporation and to
       assume said subsidiary's liabilities and obligations and the date of
       adoption thereof and to file the same in the office of the Secretary of
       State of Delaware and a certified copy thereof to the Office of the
       Recorder of Deeds of New Castle County.

       FOURTH: that the Merger shall be effective at 5:30 p.m., Eastern 
  Standard Time, on June 30, 1998.

       IN WITNESS WHEREOF, said The Dun & Bradstreet Corporation caused its
  corporate seal to be affixed and this certificate to be signed by Mitchell C.
  Sussis, its authorized officer, this 29th day of June, 1998.



                                                            ------------------
                                                       BY:  Mitchell C. Sussis
                                                            Secretary
<PAGE>
                        RESTATED CERTIFICATE OF INCORPORATION
                                         OF
                          THE DUN & BRADSTREET CORPORATION


       The name of the corporation is The Dun & Bradstreet Corporation (the 
  'corporation').  The corporation was originally incorporated under the name of
  DUN & BRADSTREET COMPANIES, INC.; the original Certificate of Incorporation 
  was filed with the Secretary of State of Delaware on February 6, 1973.  The
  following Restated Certificate of Incorporation only restates and integrates
  and does not further amend the provisions of the Certificate of Incorporation
  as heretofore amended or supplemented and there is no discrepancy between 
  those provisions and the provisions of this Restated Certificate of 
  Incorporation.

            'FIRST:  The name of the corporation is The Dun & Bradstreet
       Corporation.

            SECOND:  The registered office of the corporation in the State of
       Delaware is located at No. 1209 Orange Street, in the City of Wilmington,
       County of New Castle; and the name of its registered agent at such 
       address is The Corporation Trust Company.

            THIRD:  The purposes of the corporation are to engage in any lawful
       act or activity for which corporations may be organized under the General
       Corporation Law of Delaware, and without limiting the foregoing to hold
       the securities of other corporations and to gather, interpret, publish 
       and/or communicate information of all kinds, and to develop, produce,
       manufacture, buy, sell and generally deal in products, goods, wares, 
       merchandise and services of all kinds.

            FOURTH:  (1) The total number of shares of stock which the
       corporation shall have authority to issue is 400,000,000 shares of 
       common stock, par value $1 per share, and 10,000,000 shares of preferred
       stock, par value $1 per share.

            (2) (a) Shares of preferred stock may be issued from time to time in
       one or more series, each such series to have distinctive serial
       designations, as shall hereafter be determined in the resolution or
       resolutions providing for the issue of such series from time to time
       adopted by the Board of Directors pursuant to authority so to do which is
       hereby vested in the Board of Directors.

            (b) Each series of preferred stock

                (i)    may have such number of shares;

                (ii)   may have such voting powers, full or limited, or may be
            without voting powers;

                (iii)  may be subject to redemption at such time or times and
            at such prices;

                (iv)   may be entitled to receive dividends (which may be 
            cumulative or noncumulative) at such rate or rates, on such 
            conditions, and at such times, and payable in preference to, or in 
            such relation to, the dividends payable on any other class or 
            classes or series of stock;

                (v)    may have such rights upon the dissolution of, or upon 
            any distribution of the assets of, the corporation;

                (vi)   may be made convertible into, or exchangeable for, shares
            of any other class or classes or of any other series of the same or
            any other class or classes of stock of the corporation at such price
            or prices or at such rates of exchange, and with such adjustments;

                (vii)  may be entitled to the benefit of a sinking fund or 
            purchase fund to be applied to the purchase or redemption of shares
            of such series in such amount or amounts;
 
                (viii) may be entitled to the benefit of conditions and 
            restrictions upon the creation of indebtedness of the corporation of
            any subsidiary, upon the issue of any additional stock (including
            additional shares of such series or of any other series) and upon 
            the payment of dividends or the making of other distributions on, 
            and the purchase, redemption or other acquisition by the 
            corporation or any subsidiary of any outstanding stock of the 
            corporation; and

                (ix)  may have such other relative, participating, optional or 
            other special rights and qualifications, limitations or restrictions
            thereof;

       all as shall be stated in said resolution or resolutions providing for 
       the issue of such preferred stock.  Except where otherwise set forth in
       the resolution or resolutions adopted by the Board of Directors 
       providing for the issue of any series of preferred stock, the number of
       shares comprising such series may be increased or decreased (but not 
       below the number of shares then outstanding) from time to time by like 
       action of the Board of Directors.

            (c) Shares of any series of preferred stock which have been redeemed
       (whether through the operation of a sinking fund or otherwise) or 
       purchased by the corporation, or which, if convertible or exchangeable, 
       have been converted into or exchanged for shares of stock of any other 
       class or classes shall have the status of authorized and unissued shares
       of preferred stock and may be reissued as a part of the series of which 
       they were originally a part or may be reclassified and reissued as part 
       of a new series of preferred stock to be created by resolution or 
       resolutions of the Board of Directors or as part of any other series of 
       preferred stock, all subject to the conditions or restrictions on 
       issuance set forth in the resolution or resolutions adopted by the Board
       of Directors providing for the issue of any series of preferred stock and
       to any filing required by law.


            (3) (a)  Except as otherwise provided by law or by the resolution 
       or resolutions of the Board of Directors providing for the issue of any
       series of the preferred stock, the common stock shall have the exclusive
       right to vote for the election of directors and for all other purposes, 
       each holder of the common stock being entitled to one vote for each 
       share held.

            (b)  Subject to all of the rights of the preferred stock or any
       series thereof, the holders of the common stock shall be entitled to 
       receive, when, as and if declared by the Board of Directors, out of 
       funds legally available therefor, dividends payable in cash, stock or 
       otherwise.

            (c) Upon any liquidation, dissolution or winding-up of the
       corporation, whether voluntary or involuntary, and after the holders of
       the preferred stock or each series shall have been paid in full the 
       amounts to which they respectively shall be entitled, or a sum 
       sufficient for such payment in full shall have been set aside, the 
       remaining net assets of the corporation shall be distributed pro rata to
       the holders of the common stock in accordance with their respective 
       rights and interests, to the exclusion of the holders of the preferred 
       stock.

            (4) No holder of shares of stock of the corporation of any class 
       now or hereafter authorized shall be entitled as such as a matter of 
       right, to subscribe for or purchase any part of any new or additional 
       issue of stock of any class whatsoever, or of securities convertible 
       into stock of any class whatsoever, whether nor or hereafter authorized,
       or whether issued for cash or otherwise.

            FIFTH:  The business of the corporation shall be managed by the 
       Board of Directors except as otherwise provided by law.

            None of the directors need be a stockholder of the corporation or a
       resident of the State of Delaware.

            Subject to any limitations that may be imposed by the stockholders,
       the Board of Directors may make by-laws and from time to time may alter,
       amend or repeal any by-laws, but any by-laws made by the Board of
       Directors or the stockholders may be altered, amended or repealed by the
       stockholders at any annual meeting or at any special meeting, provided 
       that notice of such proposed alteration, amendment or repeal is included
       in the notice of such meeting.

            A director of the corporation shall not, in the absence of fraud, 
       be disqualified by his office from dealing or contracting with the
       corporation either as vendor, purchaser or otherwise, nor in the absence
       of fraud, shall any transaction or contract of the corporation be void 
       or voidable or affected by reason of the fact that any director or any 
       firm of which any director is a member, or any corporation of which the 
       director is an officer, director or stockholder, is in any way 
       interested in such transaction or contract, provided that, at the 
       meeting of the Board of Directors or of a committee thereof having 
       authority in the premises to authorize or confirm said contract or 
       transaction, the interest of such director, firm, or corporation 
       therein and the material facts with respect thereto are disclosed or 
       known, and there shall be present a quorum of directors or of the 
       directors constituting such committee not so interested or connected, 
       and such contract or transaction shall be approved by a majority of 
       such quorum, which majority shall consist of directors not so
       interested or connected.  Nor shall such contract or transaction be void
       or voidable or affected by reason of the fact that the vote of such 
       director or directors, who have or may have interests therein which are 
       or might be adverse to the interests of the corporation, shall have been
       necessary to obligate the corporation upon such contract or transaction,
       nor shall any director or directors having such adverse interest be 
       liable to the corporation or to any stockholder or creditor thereof, or 
       to any other person, for any loss incurred by it under or by reason of 
       any such contract or transaction nor shall any such director or 
       directors be accountable for any gains or profits realized thereon; 
       always provided, however, that such contract or transaction shall, at 
       the time it was entered into, have been a reasonable one to have been 
       entered into and shall have been upon terms that at the time were fair.

            Any contract, transaction or act of the corporation or of the Board
       of Directors or of the Executive Committee which shall be ratified by a
       majority vote of the stockholders of the corporation having voting power
       present at any annual meeting or any special meeting called for such
       purpose and to whom the material facts with respect thereto are 
       disclosed or known, shall be as valid and as binding as though ratified 
       by every stockholder of the corporation, provided, however, that any  
       failure of the stockholders to approve or ratify such contract, 
       transaction or act, when and if submitted, shall not be deemed in any 
       way to invalidate the same or to deprive the corporation, its directors 
       or officers, of their right to proceed with such contract, transaction 
       or action.  Any director of the corporation may vote upon any contract 
       or other transaction between the corporation and any subsidiary or 
       affiliated corporation without regard to the fact that he is also a 
       director of such subsidiary or affiliated corporation.

            No more than one-fourth of the corporation's issued capital stock
       shall be owned of record or voted by aliens or their representatives 
       or by a foreign corporation or representative thereof or by any 
       corporation organized under the laws of a foreign country.  The 
       corporation shall not be owned or controlled directly or indirectly by 
       any other corporation of which any officer or more than one-fourth of 
       the directors are aliens, or of which more than one-fourth of the 
       capital stock is owned of record or voted by aliens, their 
       representatives, or by a foreign government or representative thereof,
       or by any corporation organized under the laws of a foreign country.
       The By-Laws of the corporation may contain provisions to implement 
       this provision and to avoid the prohibition of Section 310(a) of the
       Federal Communications Act as now in effect or as it may hereafter from
       time to time be amended.

            SIXTH:  (1) The corporation shall indemnify, to the full extent 
       that it shall have power under applicable law to do so and in a manner
       permitted by such law, any person made or threatened to be made a party 
       to any threatened, pending or completed action, suit or proceeding, 
       whether civil, criminal, administrative or investigative, by reason of 
       the fact he is or was a director or officer of the corporation.  The 
       corporation may indemnify, to the full extent that it shall have power 
       under applicable law to do so and in a manner permitted by such law, any
       person made or threatened to be made a party to any threatened, pending 
       or completed action, suit or proceeding, whether civil, criminal, 
       administrative or investigative, by reason of the fact that he is or was
       an employee or agent of the corporation, or is or was serving at the 
       request of the corporation as a director, officer, employee or agent of 
       another corporation, partnership, joint venture, trust or other 
       enterprise.  The indemnification provided by this Article SIXTH shall
       not be deemed exclusive of any other rights to which any person 
       indemnified may be entitled under any by-law, agreement, vote of 
       stockholders or disinterested directors or otherwise, both as to 
       action in his official capacity and as to action in another capacity 
       while holding such office, and shall continue as to a person who has
       ceased to be such director, officer, employee or agent and shall inure
       to the benefit of the heirs, executors and administrators of such a
       person.

            The corporation may purchase and maintain insurance on behalf of 
       any person who is or was a director, officer, employee or agent of the
       corporation, or is or was serving at the request of the corporation as a
       director, officer, employee or agent of another corporation, partnership,
       joint venture, trust or other enterprise against any liability asserted
       against him and incurred by him in any such capacity, or arising out of
       his status as such, whether or not the corporation would have the power 
       to indemnify him against such liability under the provisions of this 
       Article SIXTH or otherwise.


            (2)  A director of the corporation shall have no personal liability
       to the corporation or its stockholders for monetary damages for breach of
       fiduciary duty as a director, to the full extent that such liability may
       be eliminated under the Delaware General Corporation Law as in effect 
       from time to time.

            SEVENTH:  The business and affairs of the corporation shall be
       managed by or under the direction of a Board of Directors consisting of 
       not less than three directors, the exact number of directors to be 
       determined from time to time by resolution adopted by affirmative vote 
       of a majority of the entire Board of Directors.  The directors shall be 
       divided into three classes, designated Class I, Class II, and Class III.
       Each class shall consist, as nearly as possible, of one-third of the 
       total number of directors constituting the entire Board of Directors.  
       At the 1984 annual meeting of stockholders, four Class I directors shall
       be elected for a one-year term and five Class II directors for a two-
       year term and five Class III directors for a three-year term.  At each 
       succeeding annual meeting of stockholders beginning in 1985, successors 
       to the class of directors whose term expires at that annual meeting 
       shall be elected for a three-year term. If the number of directors is 
       changed, any increase or decrease shall be apportioned among the 
       classes so as to maintain the number of directors in each class as 
       nearly equal as possible, and any additional director of any class 
       elected to fill a vacancy resulting from an increase in such class shall
       hold office for a term that shall coincide with the remaining term of
       that class, but in no case shall a decrease in the number of directors
       remove or shorten the term of any incumbent director.  A director shall
       hold office until the annual meeting for the year in which his term
       expires and until his successor shall be elected and shall qualify, 
       subject, however, to prior death, resignation, retirement, 
       disqualification or removal from office.  Any vacancy on the Board of 
       Directors that results from an increase in the number of directors may 
       be filled by a majority of the directors then in office, and any other 
       vacancy occurring in the Board of Directors may be filled by a majority 
       of the directors then in office, although less than a quorum, or by a 
       sole remaining director.  Any director elected to fill a vacancy not 
       resulting from an increase in the number of directors shall have the 
       same remaining term as that of his predecessor.

            Notwithstanding the foregoing, whenever the holders of any one or
       more classes or series of preferred stock issued by the corporation 
       shall have the right, voting separately by class or series, to elect 
       directors at an annual or special meeting of stockholders, the election,
       term of office, filling of vacancies and other features of such 
       directorships shall be governed by the terms of this certificate of 
       incorporation applicable thereto, and such directors so elected shall 
       not be divided into classes pursuant to this Article SEVENTH unless 
       expressly provided by such terms.

            EIGHTH:  No action shall be taken by stockholders of the corporation
       except at an annual or special meeting of stockholders of the
       corporation.'

       This Restated Certificate of Incorporation was duly adopted by the Board
  of Directors in accordance with the provisions of Section 245 of the General
  Corporation Law of Delaware.

       IN WITNESS WHEREOF, THE DUN & BRADSTREET CORPORATION has caused its
  corporate seal to be hereunto affixed and this certificate to be signed by 
  CHARLES W. MORITZ, its Chairman of the Board and Chief Executive Officer, and
  attested by WILLIAM H. BUCHANAN, JR., its Vice President and Secretary, this
  15th day of June, 1988.



                                               THE DUN & BRADSTREET
                                               CORPORATION



  [Corporate Seal]
                                                By: ---------------------------
                                                    Chairman of the Board



  Attest:



         ---------------------------
         Secretary



  State of New York    )
  County of New York   )    ss.:


       BE IT REMEMBERED that on this 15th day of June, 1988, personally came
  before me a Notary Public in and for the County and State aforesaid, 
  CHARLES W. MORITZ, Chairman of the Board of THE DUN & BRADSTREET CORPORATION,
  a corporation of the State of Delaware, and he duly executed said certificate
  before me and acknowledged the said certificate to be his act and deed and 
  the act and deed of said corporation and that the facts stated herein are 
  true; and that the seal affixed to said certificate and attested by the 
  Secretary of said corporation is the common or corporate seal of said 
  corporation.

       IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the 
  day and year aforesaid.



                                                   ----------------------------
                                                   Notary Public

  [Notarial Seal]