EXHIBIT A

                                  AMENDED AND RESTATED

                                       BY-LAWS

                                          OF

                              R.H. DONNELLEY CORPORATION

                                     APRIL 28, 1999


<PAGE>
                                  AMENDED AND RESTATED

                                R.H. DONNELLEY CORPORATION

                                         BY-LAWS

                                        ARTICLE 1.

                                      STOCKHOLDERS.


       Section 1.  The annual meeting of the stockholders of the Corporation 
  for the purpose of electing directors and for the transaction of such other
  business as may properly be brought before the meeting shall be held on such
  date, and at such time and place within or without the State of Delaware as 
  may be designated from time to time by the Board of Directors.

       Section 2.  Special meetings of the stockholders may be held upon call 
  of the Board of Directors, the Chairman of the Board or the President (and 
  shall be called by the Chairman of the Board or the President at the request
  in writing of stockholders owning a majority of the outstanding shares of the
  Corporation entitled to vote at the meeting) at such time and at such place
  within or without the State of Delaware, as may be fixed by the Board of
  Directors, the Chairman of the Board or the President or by the stockholders
  owning a majority of the outstanding shares of the Corporation so entitled to
  vote, as the case may be, and as may be stated in the notice setting forth 
  such call.

       Section 3.  Except as otherwise provided by law, notice of the time, 
  place and purpose or purposes of every meeting of stockholders shall be 
  delivered personally or mailed not earlier than sixty, nor less than ten days
  previous thereto, to each stockholder of record entitled to vote at the 
  meeting at such address as appears on the record of the Corporation.  Notice 
  of any meeting of stockholders need not be given to any stockholder who shall
  waive notice thereof, before or after such meeting, in writing, or to any 
  stockholder who shall attend such meeting, except when the stockholder 
  attends a meeting for the express purpose of objecting, at the beginning of 
  the meeting, to the transaction of any business because the meeting is not 
  lawfully called or convened.

       Section 4.  A majority of the shares entitled to vote, present in person
  or represented by proxy, shall constitute a quorum at all meetings of the 
  stockholders.  If there be no such quorum present in person or by proxy, the
  holders of a majority of such shares so present or represented may adjourn 
  the meeting from time to time.

       Section 5.  Meeting of the stockholders shall be presided over by the
  Chairman of the Board or, if such officer is not present, by the President or
  a Vice President or, if no such officer is present, by a chairman to be 
  chosen at the meeting.  The Secretary of the Corporation or, in such 
  officer's absence, an Assistant Secretary shall act as secretary of the 
  meeting.  If neither the Secretary nor an Assistant Secretary is present, the
  chairman shall appoint a secretary.

       Section 6.  Each stockholder entitled to vote at any meeting may vote in
  person or by proxy for each share of stock held by such stockholder which has
  voting power upon the matter in question at the time but no proxy shall be 
  voted on after one year from its date.

       Section 7.  All elections of directors shall be by written ballot and
  shall be determined by a plurality of the voting power present in person or
  represented by proxy and entitled to vote.  All other voting need not be by
  written ballot, except upon demand therefor by the Board of Directors or the
  officer of the Corporation presiding at the meeting of stockholders where the
  vote is to be taken.  Except as otherwise provided by law, in all matters 
  other than the election of directors, the affirmative vote of the majority of
  the voting power present in person or represented by proxy and entitled to 
  vote shall be the act of the stockholders.  The chairman of each meeting at 
  which directors are to be elected shall appoint at least one inspector of 
  election, unless such appointment shall be unanimously waived by those 
  stockholders present or represented by proxy at the meeting and entitled to 
  vote at the election of directors.  No director or candidate for the office 
  of director shall be appointed as such inspector.  The duties of inspector at
  such meeting with strict impartiality and according to the best of their 
  ability, and shall take charge of the polls and after the balloting shall 
  make a certificate of the result of the vote taken.

       Section 8.  Only persons who are nominated in accordance with the
  procedures set forth in these by-laws shall be eligible to serve as directors.
  Nominations of persons for election to the Board of Directors of the
  Corporation may be made at a meeting of stockholders (a) by or at the 
  direction of the Board of Directors or (b) by any stockholder of the 
  Corporation who is a stockholder of record at the time of giving of notice 
  provided for in this Section 8, who shall be entitled to vote for the 
  election of directors at the meeting and who complies with the notice 
  procedures set forth in this Section 8.  Such nominations, other than those 
  made by or at the direction of the Board of Directors, shall be made pursuant
  to timely notice in writing to the Secretary of the Corporation.  To be 
  timely, a stockholder's notice shall be delivered to or mailed and received 
  at the principal executive offices of the Corporation not less than 60 days 
  nor more than 90 days prior to the meeting; provided, however, that in the 
  event that less than 70 days' notice or prior public disclosure of the date 
  of the meeting is given or made to stockholders, notice by the stockholder to
  be timely must be so received not later than the close of business on the 
  10th day following the day on which such notice of the date of the meeting or
  such public disclosure was made.  Such stockholder's notice shall set forth 
  (a) as to each person whom the stockholder proposes to nominate for election 
  or reelection as a director all information relating to such person that is 
  required to be disclosed in solicitations of proxies for election of 
  directors, or is otherwise required, in each case pursuant to Regulation 
  14A under the Securities Exchange Act of 1934 (including such person's 
  written consent to being named in the proxy statement as a nominee and to 
  serving as a director if elected); and (b) as to the stockholder giving the
  notice (i) the name and address, as they appear on the Corporation's books, of
  such stockholder and (ii) the class and number of shares of the Corporation
  which are beneficially owned by such stockholder.  At the request of the Board
  of Directors, any person nominated by the Board of Directors for election as a
  director shall furnish to the Secretary of the Corporation that information 
  required to be set forth in a stockholder's notice of nomination which 
  pertains to the nominee.  No person shall be eligible to serve as a 
  director of the Corporation unless nominated in accordance with the procedure
  set forth in this by-law.  The chairman of the meeting shall, if the facts 
  warrant, determine and declare to the meeting that a nomination was not made 
  in accordance with the procedures prescribed by the by-laws, and if he should
  so determine, he shall so declare to the meeting and the defective nomination
  shall be disregarded.  Notwithstanding the foregoing provisions of this 
  Section 8, a stockholder shall also comply with all applicable requirements 
  of the Securities Exchange Act of 1934, and the rules and regulations 
  thereunder with respect to the matters set forth in this Section.

       Section 9.  In order that the Corporation may determine the stockholders
  entitled to notice of or to vote at any meeting of stockholders or any
  adjournment thereof, or entitled to receive payment of any dividend or other
  distribution or allotment of any rights, or entitled to exercise any rights in
  respect of any change, conversion or exchange of stock or for the purpose of
  any other lawful action, the Board of Directors may fix, in advance, a record
  date, which shall be not more than sixty or less than ten days before the date
  of such meeting, or more than sixty days prior to any other action.  If for 
  any reason the Board of Directors shall not have fixed a record date for any
  such purpose, the record date for such purposes shall be determined as 
  provided by law.  Only those stockholders of record on the date so fixed or 
  determined shall be entitled to any of the foregoing rights, notwithstanding 
  the transfer of any such stock on the books of the Corporation after any such
  record date so fixed or determined.


                                        ARTICLE II.

                                    BOARD OF DIRECTORS.

       Section 1.  The Board of Directors of the Corporation shall consist of
  such number of directors, not less than three, as shall from time to time be
  fixed by resolution of the Board of Directors.  The directors shall be 
  divided into three classes in the manner set forth in the Certificate of 
  Incorporation of the corporation, each class to be elected for the term set 
  forth therein.  A majority of the total number of directors shall constitute 
  a quorum for the transaction of business and, except as otherwise provided by
  law or by the Corporation's Certificate of Incorporation, the act of a 
  majority of the directors present at any meeting at which there is a quorum 
  shall be the act of the Board of Directors.  Directors need not be 
  stockholders.

       Section 2.  Vacancies in the Board of Directors shall be filled by a
  majority of the remaining directors, though less than a quorum; and in case 
  of an increase in the number of directors, the additional directors shall be
  elected by a majority of the directors in office at the time of increase,
  though less than a quorum; and the directors so chosen shall hold office for a
  term as set forth in the Certificate of Incorporation of the Corporation.

       Section 3.  Meetings of the Board of Directors shall be held at such 
  place within or without the State of Delaware as may from time to time be 
  fixed by resolution of the Board or as may be specified in the notice of call
  of any meeting.  Regular meetings of the Board of Directors shall be held at 
  such times as may from time to time be fixed by resolution of the Board and 
  special meetings may be held at any time upon the call of the Chairman of the
  Board or the President, by oral, telegraphic or written notice, duly served 
  on or sent or mailed to each director not less than one day before the 
  meeting.  The notice of any meeting need not specify the purpose thereof.  A 
  meeting of the Board may be held without notice immediately after the annual 
  meeting of stockholders at the same place at which such meeting is held.  
  Notice need not be given of regular meetings of the Board held at times fixed
  by resolution of the Board.  Notice of any meeting need not be given to any 
  director who shall attend such meeting in person or who shall waive notice 
  thereof, before or after such meeting, in writing. 

       Section 4.  The Board of Directors may, by resolution or resolutions,
  passed by a majority of the whole Board, designate one or more committees, 
  each committee to consist of three or more of the Directors of the Corporation
  which, to the extent provided in said resolution or resolutions, shall have 
  and may exercise the powers of the Board of Directors in the management of 
  the business and affairs of the Corporation, and may authorize the seal of 
  the Corporation to be affixed to all papers which may require it.  A majority
  of the members of a committee shall constitute a quorum for the transaction 
  of its business.  In the absence of disqualification of any member of any 
  such committee or committees, but not in the case of a vacancy therein, the 
  member or members thereof present at any meeting and not disqualified from 
  voting, whether or not the member or members constitute a quorum, may 
  unanimously appoint another member of the Board of Directors, who is not an 
  officer of the Corporation or any of its subsidiaries, to act at the meeting 
  for all purposes in the place of any such absent or disqualified member.  
  Such committee or committees shall have such name or names as may be 
  determined from time to time by resolution adopted by the Board of Directors.


                                        ARTICLE III.

                                         OFFICERS.

       Section 1. The Board of Directors, as soon as may be after each annual
  meeting of the stockholders, shall elect officers of the Corporation, 
  including a Chairman of the Board, a President, one or more Vice Presidents, 
  a Secretary and a Treasurer.  The Board of Directors may also from time to 
  time appoint such other officers (including one or more Assistant Vice 
  Presidents, and one or more Assistant Secretaries and one or more Assistant 
  Treasurers) as it may deem proper or may delegate to any elected officer of 
  the Corporation the power so to appoint and remove any such other officers 
  and to prescribe their respective terms of office, authorities and duties.  
  Any Vice President may be designated Executive, Senior or Corporate, or may 
  be given such other designation or combination of designations as the Board 
  of Directors may determine.  Any two offices may be held by the same person. 
  The Chairman of the Board and the President shall be chosen from among the 
  Directors.

       Section 2.  All officers of the Corporation elected or appointed by the
  Board of Directors shall hold office until their respective successors are
  chosen and qualified.  Any officer may be removed from office at any time
  either with or without cause by the affirmative vote of a majority of the
  members of the Board then in office, or, in the case of appointed officers, 
  by any elected officer upon whom such power of removal shall have been 
  conferred by the Board of Directors.

       Section 3.  Each of the officers of the Corporation elected or appointed
  by the Board of Directors shall have powers and duties prescribed by law, by
  the By-Laws or by the Board of Directors and, unless otherwise prescribed by
  the By-Laws or by the Board of Directors, shall have such further powers and
  duties as ordinarily pertain to that office.  The Chairman of the Board or 
  the President, as determined by the Board of Directors, shall be the Chief
  Executive Officer and shall have the general direction of the affairs of the
  Corporation.  Any officer, agent, or employee of the Corporation may be
  required to give bond for the faithful discharge of such person's duties in
  such sum and with such surety or sureties as the Board of Directors may from
  time to time prescribe.

       Section 4.  There shall be a Controller who shall exercise general
  supervision of and be responsible for the efficient operation of the 
  Accounting Department of the Corporation.  The Controller shall be consulted 
  in the preparation of the annual budget of the Corporation and shall render 
  to the Chief Executive  Officer from time to time and to the Board of 
  Directors at each of the regular meetings of the Board statements necessary 
  to keep them informed of the earnings, expenses and condition of the 
  Corporation, and shall bring to their notice any and all matters which the 
  Controller may deem desirable to submit to their attention for the successful
  conduct of the business.


                                        ARTICLE IV.

                                   CERTIFICATES OF STOCK.

       Section 1.  The interest of each stockholder of the Corporation shall be
  evidenced by a certificate or certificates for shares of stock in such form 
  as the Board of Directors may from time to time prescribe.  The shares in the
  stock of the Corporation shall be transferable on the books of the Corporation
  by the holder thereof in person or by such holder's attorney, upon surrender
  for cancellation of a certificate or certificates for the same number of
  shares, with an assignment and power of transfer endorsed thereon or attached
  thereto, duly executed, and with such proof of the authenticity of the
  signature as the Corporation or its agents may reasonably require.


       Section 2.  The certificates of stock shall be signed by such officer or
  officers as may be permitted by law to sign (except that where any such
  certificate is countersigned by a transfer agent other than the Corporation or
  its employee, or by a registrar other than the Corporation or its employee, 
  the signatures of any such officer or officers may be facsimiles), and shall 
  be countersigned and registered in such manner, all as the Board of 
  Directors may by resolution prescribe.  In case any officer or officers who 
  shall have signed or whose facsimile signature or signatures shall cease to 
  be such officer or officers of the Corporation, whether because of death, 
  resignation or otherwise, before such certificate or certificates shall 
  have been issued by the Corporation, such certificate or certificates may
  nevertheless be issued and delivered as though the person or persons who 
  signed such certificate or certificates, or whose facsimile signature or 
  signatures shall have been used thereon, had not ceased to be such officer or
  officers of the Corporation.

       Section 3.  No certificate for shares of stock in the Corporation shall
  be issued in place of any certificate alleged to have been lost, stolen or
  destroyed, except upon production of such evidence of such loss, theft or
  destruction and upon delivery to the Corporation of a bond of indemnity in 
  such amount, upon such terms and secured by such surety, as the Board of 
  Directors in its discretion may require.


                                        ARTICLE V.

                                     CORPORATE BOOKS.

       The books of the Corporation may be kept outside of the State of Delaware
  at such place or places as the Board of Directors may from time to time
  determine.


                                        ARTICLE VI.

                                CHECKS, NOTES, PROXIES, ETC.

       All checks and drafts on the Corporation's bank accounts and all bills 
  of exchange and promissory notes, and all acceptances, obligations and other
  instruments for the payment of money, shall be signed by such officer or
  officers or agent or agents as shall be thereunto authorized from time to 
  time by the Board of Directors.  Proxies to vote and consents with respect to
  securities of other corporations owned by or standing in the name of the
  Corporation may be executed and delivered from time to time on behalf of the
  Corporation by the Chairman of the Board, the President, or by such officers 
  as the Board of Directors may from time to time determine.



                                        ARTICLE VII.

                                        FISCAL YEAR. 

       The fiscal year of the Corporation shall begin on the first day of 
  January in each year and shall end on the thirty-first day of December 
  following.


                                        ARTICLE VIII.

                                       CORPORATE SEAL.

       The corporate seal shall have inscribed thereon the name of the
  Corporation.  In lieu of the corporate seal, when so authorized by the Board 
  of Directors or a duly empowered committee thereof, a facsimile thereof may 
  be impressed or affixed or reproduced.


                                        ARTICLE IX.

                                          OFFICES.

       The Corporation and the stockholders and the directors may have offices
  outside of the State of Delaware at such places as shall be determined from
  time to time by the Board of Directors.


                                       ARTICLE X.

                                       AMENDMENTS.

       Subject to any limitations that may be imposed by the stockholder, the
  Board of Directors may make the 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.