SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

(Mark one)

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



For the quarterly period ended June 30, 2000

OR



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

|For the transition period from |  | to | 
|------------------------------ |  | -- | 

Commission file number 001-07155



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



|Delaware(State of Incorporation)                                               | 13-2740040(I.R.S. Employer Identification No.)
|------------------------------------------------------------------------------ | ----------------------------------------------
|One Manhattanville Road, Purchase N.Y.(Address of principal executive offices) | 10577(Zip Code)                               

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

|Title of ClassCommon Stock, par value $1 per share | Shares Outstanding at July 26, 200031,866,956
|-------------------------------------------------- | ---------------------------------------------

Commission file number 333-59287

|Delaware(State of Incorporation)                                               | 36-2467635(I.R.S. Employer Identification No.)
|------------------------------------------------------------------------------ | ----------------------------------------------
|One Manhattanville Road, Purchase N.Y.(Address of principal executive offices) | 10577(Zip Code)                               

Registrants' telephone number, including area code          (914) 933-6400

*     R.H. Donnelley Inc. is a wholly owned subsidiary of R.H. Donnelley Corporation.  R.H. Donnelley Inc. became subject to the filing requirements of Section 15(d) on October 1, 1998 in connection with
the public offer and sale of its 9 1/8% Senior Subordinated Notes.  As of July 26, 2000, 100 shares of R.H. Donnelley Inc. common stock, no par value, were outstanding.



R.H. DONNELLEY CORPORATION

INDEX TO FORM 10-Q





|PART I.    | FINANCIAL INFORMATION                                                                           | PAGE
|---------- | ----------------------------------------------------------------------------------------------- | ----
|Item 1.    | Financial Statements                                                                            |     
|           | Consolidated Statements of Operations for the three and six months ended
June 30, 2000 and 1999 | 3   
|           | Consolidated Balance Sheets at June 30, 2000 and December 31, 1999                              | 4   
|           | Consolidated Statements of Cash Flows for the six months ended
June 30, 2000 and 1999           | 5   
|           | Notes to Consolidated Financial Statements                                                      | 6   
|Item 2.    | Management's Discussion and Analysis of Financial Condition and Results of Operations           | 13  
|Item 3.    | Quantitative and Qualitative Disclosure About Market Risk                                       | 20  
|PART II.   | OTHER INFORMATION                                                                               |     
|Item 1.    | Legal Proceedings                                                                               | 20  
|Item 6.    | Exhibits and Reports on Form 8-K                                                                | 21  
|SIGNATURES |                                                                                                 | 25  

R.H. Donnelley Corporation and Subsidiaries
Consolidated Statements of Operations (Unaudited)

|                                              | Three months ended | Six months ended
|--------------------------------------------- | ------------------ | ----------------
|                                              | June 30,           | June 30,        
|(amounts in thousands, except per share data) | 2000               | 1999            
|                                              |                    |                 
|Gross revenues                                | $ 62,405           | $40,125         
|Less: sales allowances                        | (2,245)            | (527)           
|Net revenues                                  | 60,160             | 39,598          
|                                              |                    |                 
|Expenses:                                     |                    |                 
|Operating expenses                            | 38,489             | 28,529          
|General and administrative expenses           | 6,421              | 6,135           
|Provision for bad debts                       | 1,995              | 800             
|Depreciation and amortization                 | 4,249              | 4,636           
|Total expenses                                | 51,154             | 40,100          
|                                              |                    |                 
|Income from partnerships and related fees     | 43,204             | 37,967          
|                                              |                    |                 
|Operating income                              | 52,210             | 37,465          
|                                              |                    |                 
|Interest expense, net                         | 9,166              | 9,150           
|                                              |                    |                 
|Gain on disposition of businesses             | 89,435             | --              
|                                              |                    |                 
|Income before income taxes                    | 132,479            | 28,315          
|                                              |                    |                 
|Provision for income taxes                    | 50,628             | 11,442          
|                                              |                    |                 
|Net Income                                    | $ 81,851 
=======  | $16,873 
====== 
|                                              |                    |                 
|Earnings per share:                           |                    |                 
|Basic                                         | $ 2.56             | $   0.50        
|Diluted                                       | $ 2.50             | $   0.49        
|                                              |                    |                 
|Shares used in computing earnings per share:  |                    |                 
|Basic                                         | 31,989             | 33,805          
|Diluted                                       | 32,727             | 34,392          

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

R.H. Donnelley Corporation and SubsidiariesConsolidated Balance Sheets (Unaudited)

|                                                                                                                    | June 30,           | December 31,      
|------------------------------------------------------------------------------------------------------------------- | ------------------ | ------------------
|(amounts in thousands, except share and per share data)                                                             | 2000               | 1999              
|                                                                                                                    |                    |                   
|Assets                                                                                                              |                    |                   
|Current Assets                                                                                                      |                    |                   
|Cash and cash equivalents                                                                                           | $ 191,038          | $    2,390        
|Accounts receivable                                                                                                 |                    |                   
|Billed                                                                                                              | 815                | 8,478             
|Unbilled                                                                                                            | 45,850             | 68,213            
|Other                                                                                                               | 4,498              | 10,011            
|Allowance for doubtful accounts                                                                                     | (7,244)            | (7,992)           
|Total accounts receivable, net                                                                                      | 43,919             | 78,710            
|Deferred contract costs                                                                                             | --                 | 9,728             
|Income tax refund                                                                                                   | --                 | 6,000             
|Other current assets                                                                                                | 4,780              | 5,448             
|Total current assets                                                                                                | 239,737            | 102,276           
|                                                                                                                    |                    |                   
|Property and equipment, net                                                                                         | 14,127             | 17,626            
|Computer software, net                                                                                              | 14,431             | 24,225            
|Partnership investments and related receivables                                                                     | 207,695            | 230,205           
|Investment in Unicom Media Limited                                                                                  | 13,432             | --                
|Other non-current assets                                                                                            | 26,494             | 21,074            
|Total Assets                                                                                                        | $515,916 
=======  | $ 395,406 
=======
|Liabilities and Shareholders' Deficit                                                                               |                    |                   
|Current Liabilities                                                                                                 |                    |                   
|Accounts payable and accrued liabilities                                                                            | $ 106,727          | $  45,582         
|Accrued interest payable                                                                                            | 6,348              | 9,253             
|Investment obligation to Unicom Media Limited.                                                                      | 2,550              | 3,978             
|Current portion of long-term debt                                                                                   | 11,625             | 9,750             
|Total current liabilities                                                                                           | 127,250            | 68,563            
|                                                                                                                    |                    |                   
|Long-term debt                                                                                                      | 430,125            | 435,000           
|Deferred income taxes                                                                                               | 63,800             | 63,024            
|Postretirement and postemployment benefits                                                                          | 7,635              | 9,380             
|Other liabilities                                                                                                   | 9,700              | 12,250            
|                                                                                                                    |                    |                   
|Commitments and contingencies                                                                                       |                    |                   
|Shareholders' Deficit                                                                                               |                    |                   
|Preferred stock, par value $1 per share, authorized - 
   10,000,000 shares, outstanding - none                     | --                 | --                
|Common stock, par value $1 per share, authorized - 400,000,000
Shares; issued - 51,621,894 shares for 2000 and 1999 | 51,622             | 51,622            
|Additional paid in capital                                                                                          | 9,495              | 5,172             
|Unearned compensation                                                                                               | (180)              | (86)              
|Retained deficit                                                                                                    | (111,907)          | (203,443)         
|Treasury stock, at cost, 19,757,857 shares for 2000 and                                                             |                    |                   
|18,578,996 shares for 1999                                                                                          | (71,624)           | (46,076)          
|Total shareholders' deficit                                                                                         | (122,594)          | (192,811)         
|Total Liabilities and Shareholders' Deficit                                                                         | $ 515,916 
======= | $ 395,406 
=======

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

R.H. Donnelley Corporation and SubsidiariesConsolidated Statements of Cash Flows (Unaudited)

|                                                                               | Six months ended 
|------------------------------------------------------------------------------ | -----------------
|                                                                               | June 30,         
|(amounts in thousands)                                                         | 2000             
|                                                                               |                  
|Cash Flows from Operating Activities:                                          |                  
|Net income                                                                     | $ 91,536         
|Reconciliation of net income to net cash provided by operating activities:     |                  
|Gain on disposition of businesses (net of taxes of $34,433)                    | (55,002)         
|Depreciation and amortization                                                  | 9,419            
|Deferred income taxes                                                          | 776              
|Other noncash charges                                                          | 608              
|Provision for bad debts                                                        | 2,644            
|Cash received in excess of income from partnerships                            |                  
|and related receivables                                                        | 8,392            
|Decrease in accounts receivable                                                | 29,338           
|Increase in deferred contract costs                                            | (2,421)          
|Decrease (increase) in other assets                                            | 5,656            
|Increase (decrease) in accounts payable, accrued and
other current liabilities | 10,568           
|Increase in other liabilities                                                  | 689              
|Net cash provided by operating activities                                      | 102,203          
|                                                                               |                  
|Cash Flows from Investing Activities:                                          |                  
|Proceeds from disposition of businesses                                        | 122,009          
|Additions to property and equipment                                            | (3,468)          
|Additions to computer software                                                 | (2,043)          
|Investment in Unicom Media Limited.                                            | (3,938)          
|Net cash provided by (used in) investing activities                            | 112,560          
|                                                                               |                  
|Cash Flows from Financing Activities:                                          |                  
|Repayment of debt                                                              | (3,000)          
|Purchase of treasury stock                                                     | (25,531)         
|Proceeds from exercise of stock options                                        | 2,416            
|Net cash used in financing activities                                          | (26,115)         
|                                                                               |                  
|Increase in cash and cash equivalents                                          | 188,648          
|Cash and cash equivalents, beginning of year                                   | 2,390            
|Cash and cash equivalents, end of period                                       | $191,038 
=======
|                                                                               |                  
|                                                                               |                  
|Supplemental cash flow information:                                            |                  
|                                                                               |                  
|Interest paid                                                                  | $ 17,327 
=======
|Income taxes paid                                                              | $ 13,750 
=======

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

R.H. Donnelley Corporation and SubsidiariesNotes to Consolidated Financial Statements (Unaudited)(amounts in thousands)

1.     Background and Basis of Presentation

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

The interim financial statements have been prepared in accordance with the instructions to Form 10-Q and should
be read in conjunction with the financial statements and related notes included in the Company's Form 10-K for the year
ended December 31, 1999.  The results of interim periods are not necessarily indicative of results for the full year or
any subsequent period.  In the opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates
and for the periods presented have been included.  Certain 1999 amounts have been restated to conform to the 2000 presentation.

2.     Disposition of Businesses and Corporate Reorganization

On June 30, 2000, R.H. Donnelley Inc. ("Donnelley"), a wholly-owned subsidiary of the Company entered into an agreement ("Agreement")
with an affiliate of Bell Atlantic Corporation ("Bell Atlantic") for the early termination of the directory services agreements between
Donnelley and Bell Atlantic dated September 5, 1985 and May 5, 1998, as amended (the "Agency Agreements").  Pursuant to the Agency
Agreements, Donnelley had served as exclusive advertising sales agent for Bell Atlantic directories covering substantially all of New
York State.  The Agency Agreements had been scheduled to expire in 2005 and 2003, respectively.  The transactions contemplated by the
Agreement were also consummated on June 30, 2000.

Under the terms of the Agreement, Donnelley received cash proceeds of $114,009, less approximately $3,000 of operational liabilities assumed by
Bell Atlantic related to the pre-closing period.  These net proceeds are subject to post-closing adjustment under certain circumstances.  Donnelley
also received estimated commissions for sales which occurred prior to the closing, but which were not yet payable under the terms of the Agency Agreements.
These commissions totaled approximately $42,000, net of certain adjustments, and subject to post-closing adjustments under certain circumstances.
The Company also received commissions of approximately $15,000 in connection with its sales for certain directories that published in the pre-closing period.

On April 27, 2000, the Company sold its Cincinnati proprietary directory business to Yellow Book USA, Inc. for $8,000.

In connection with the above actions, the Company also implemented cost-cutting measures, including headcount reductions, at its Raleigh, NC
facility and corporate headquarters consistent with its new streamlined operating structure.  The Company recognized a pretax gain from the
above transactions of $89,435 ($55,002 after taxes), net of approximately $39,800 of costs incurred for severance and other related costs
associated with work-force reductions, asset write-offs, including internal software, and other transaction related costs partially offset by
pension related gains of $7,200.



3.     Reconciliation of Shares Used in Computing Earnings Per Share

The table below provides a reconciliation of basic weighted average shares outstanding to diluted weighted average shares outstanding
for each period presented.  The conversion of dilutive shares has no impact on operating results.

|                                              | Three months ended | Six months ended
|--------------------------------------------- | ------------------ | ----------------
|                                              | June 30,           | June 30,        
|                                              | 2000               | 1999            
|Weighted average shares outstanding - basic   | 31,989             | 33,805          
|Potentially dilutive shares                   | 738                | 587             
|Weighted average shares outstanding - diluted | 32,727
=====       | 34,392
=====    

4.     Long-term debt

Long-term debt at June 30, 2000 and December 31, 1999 consisted of the following:

|                                 |                    | 2000              | 1999             
|-------------------------------- | ------------------ | ----------------- | -----------------
|Senior Subordinated 9.125% Notes |                    | $ 150,000         | $ 150,000        
|Senior Secured Term Facilities   |                    | 291,750           | 294,750          
|Senior Revolving Credit Facility |                    | --                | --               
|                                 | Total              | 441,750           | 444,750          
|Less current portion             |                    | 11,625            | 9,750            
|                                 | Net long-term debt | $ 430,125
======= | $ 435,000
=======

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

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

5.     Treasury Stock Activity

During the six months ended June 30, 2000, the Company repurchased 1,476 shares at a cost of $25,531.

6.     Litigation

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

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

Certain tax planning strategies entered into by Old D&B are currently subject to review by tax authorities.
Pursuant to a series of agreements, IMS Health Incorporated ("IMS") and Nielsen Media Research, Inc. ("NMR") (both
of which are former subsidiaries of D&B) are each jointly and severally liable to pay 50%, and Old D&B is
liable for the remaining 50% of any payments for taxes and accrued interest arising from this matter and certain
other potential tax liabilities after Old D&B pays the first $137,000 of tax liability.  As explained above,
as a result of the form of the Distribution, the Company is the corporate successor of, and the taxpayer referred
to herein as, Old D&B.  However, pursuant to the terms of the Distribution Agreement and the Tax Allocation
Agreement executed in connection with the Distribution, New D&B has assumed the defense and will indemnify the
Company and Donnelley against any payments to be made by the Company or Donnelley in respect of any tax liability
that may be assessed and any costs and expenses relating thereto, including any ongoing legal fees and expenses
related thereto.  On May 9, 2000, the Internal Revenue Service (the "IRS") issued a summary report with respect
to these tax-planning strategies.  In connection with the summary report, New D&B filed an amended tax return
for 1989 and 1990, which reflected $561,600 of tax and interest due.  On May 12, 2000, New D&B paid the IRS
approximately $349,300 of this amount and IMS paid approximately $212,300.  These payments were funded with
short-term borrowings and the Company understands were paid under dispute in order to stop additional interest
from accruing.  Management presently believes that New D&B, IMS and NMR have sufficient financial resources
and/or borrowing capacity to satisfy all such liabilities and to reimburse the Company for all costs and expenses
relating thereto.  Management does not believe that the previously announced separation of Moody's from New D&B
would have a material adverse impact on these indemnity rights of the Company because, under the Distribution Agreement,
New D&B would be obligated to cause Moody's to agree to be jointly and severally liable with New D&B for those
indemnity obligations to the Company.

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

7.     Partnership and Joint Venture Investments

DonTech

The Company has a 50/50 partnership ("DonTech") with an operating unit of SBC Communications Inc.
("SBC"), which acts as the exclusive sales agent for yellow pages directories published by SBC in Illinois and northwest
Indiana.  In addition to its 50% interest in the profits of DonTech, the Company also receives revenue participation income,
which is tied to advertising sales, from an operating unit of SBC.  This revenue participation income is not shown in the table
below.  The following is summarized combined financial information of the DonTech Partnership:

|                       | Three months ended | Six months ended
|---------------------- | ------------------ | ----------------
|                       | June 30,           | June 30,        
|                       | 2000               | 1999            
|                       |                    |                 
|Net revenue            | $  30,489          | $  30,843       
|Income from operations | 13,981             | 15,221          
|Net income             | 14,062             | 15,347          
|Total assets           | 131,064            | 165,347         

The Company recognized income and related fees (including revenue participation income) from DonTech
of $36,003 and $36,648 for the three months ended June 30, 2000 and 1999, respectively.  For the six months
ended June 30, 2000 and 1999, the Company recognized income and related fees (including revenue participation
income) of $57,435 and $57,487, respectively.  The Company recognized revenue participation income of $28,973
and $28,810 for the three months ended June 30, 2000 and 1999, respectively, and $48,013 and $47,637 for the
six months ended June 30, 2000 and 1999, respectively.

CenDonThe Company has been the exclusive sales agent for the CenDon partnership, a 50/50 partnership between
the Company and Centel Directory Company ("Centel"), a subsidiary of Sprint that was formed to publish directories
in Florida, Nevada, Virginia and North Carolina.

During the quarter, but effective for directories that publish from and after July 1, 2000, the Company and
Centel entered into a series of agreements which effectively restructured the partnership as a limited liability
company ("LLC") and extended the existing sales agency agreement through 2010.  Both the partnership agreement
and sales agency agreement were set to expire in 2004.  The new arrangement focuses the Company's responsibilities
on sales and certain pre-press publishing services (the latter through 2003 only) and establishes the Company as
the exclusive sales agent for Centel's print and electronic / Internet directory products in the markets previously
covered by the partnership agreement.  Centel will now assume responsibility for the publishing and delivery of
print directories and related support services such as marketing, customer service and collections.  The Company
will receive sales commissions on all advertising sold and will also receive a priority distribution on its membership
interest in the LLC based on the value of advertising sold.  The Company will record sales commissions as revenue
and the priority distribution on its membership interest as partnership income and related fees.
As a result of this modified arrangement, revenue and related cost will be recognized at the time of sale, rather
than at the time of directory publication as has historically been the case for CenDon.  Consequently, advertising
sales made prior to June 30, 2000 and associated costs for directories that will publish subsequent to June 30, 2000
have been recognized in the second quarter.  Accordingly, the Company recognized a one-time operating income benefit
of $15,771 for the quarter and six months ended June 30, 2000.  This one-time operating income benefit was comprised
of one-time sales commission revenue of $20,956 from calendar advertising sales of $95,818, less related expenses of
$10,607, one-time priority distributions of $13,268, less a charge of $7,846 for the write-off of deferred costs by
the partnership resulting from the change in the CenDon relationship.  The net amount of the priority distribution and
write-off of deferred costs of $5,422 was recorded as income from partnership and related fees in the income statement.

The Company recognized income from the CenDon partnership in the second quarter of 2000 of $7,746 compared to
income of $1,569 for the quarter ended June 30, 1999.

Unicom Media LimitedThe Company holds an equity interest (18.75% through June 15, 2000 and 18% thereafter) in Unicom Media Limited ("UML")
which publishes yellow pages directories and offers Internet directory services in the People's Republic of China.  Through
June 15, 2000, the Company was a joint venture partner actively involved in the daily operations of UML and accordingly,
accounted for its investment under the equity method.  The Company recognized a loss from UML's operations of $545 and $250
for the quarter ended June 30, 2000 and 1999, respectively, and $1,078 and $250 for the six months ended June 30, 2000 and 1999,
respectively.  The book value of the Company's investment was approximately $12,500 greater than its share of the underlying
equity of UML and this difference was being amortized over 10 years.  Included in the Company's recorded losses is amortization
expense for the second quarter and six months ended June 30, 2000 of $294 and $646, respectively.  There was no amortization
expense recognized in the second quarter or first six months of 1999.

During the quarter, UML made a decision to focus more of its time and resources on the Internet aspect of its business plan, known as
ChinaBiG.com, and to seek additional investors to build ChinaBiG.com into a well-known portal for the Chinese community around the world.
In that regard, on June 15, 2000, UML received its first minority investment from an independent third party investor.
Concurrently, in order to facilitate the raising of additional capital and provide greater flexibility, UML and each
existing investor (including the Company), restructured the existing joint venture agreement of UML to, among other things,
significantly reduce the Company's ability to influence the daily operations of UML. As a result of this additional equity
investor and the restructured agreement, the Company is a passive investor and will account for this investment under the cost
method.  Accordingly, the Company will no longer recognize its share of the operating income or losses of UML or amortization
expense each quarter.

8.     Business Segments

Effective June 30, 2000, as a result of the transactions discussed in Note 2 - Disposition of Businesses and Corporate Reorganization,
management restructured its reportable operating segments to better reflect the Company's new streamlined operations and the
way management now views its businesses.  Directory Advertising Services now includes the Company's publishing operations
formerly reported separately as Directory Publishing Services.  Also, information technology costs (a portion of which were
previously allocated to and included under Other) are now included entirely in Directory Advertising Services.  DAS also
includes results from Bell Atlantic up to the termination of the Agency Agreements, the Company's proprietary operations in
Cincinnati up to the date of sale and the Company's investment in UML.  All prior period amounts have been restated to be
comparable to the new presentation.

Under the new segment reporting, the Company's reportable operating segments are Directory Advertising Services ("DAS"),
DonTech Partnership, and Get Digital Smart

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

Selected financial results for the three and six months ended June 30, 2000 and 1999 and total assets at
June 30, 2000 and 1999 are presented in the tables below.  As discussed in Note 6 - Partnership and Joint
Venture Investments, DAS net revenues, income from partnership and related fees and operating income amounts
for the three and six months ended June 30, 2000 include one-time benefits from the restructuring of the
Sprint relationship.

|Three months ended June 30, 2000                | Directory
AdvertisingServices | DonTechPartnership | Get 
DigitalSmart | Other      | ConsolidatedTotals
|----------------------------------------------- | ----------------------------- | ------------------ | ----------------- | ---------- | ------------------
|Advertising sales (unaudited) (1)               |                               |                    |                   |            |                   
|Calendar cycle                                  | $ 229,329                     | $ 120,628          | --                | --         | $ 349,957         
|Publication cycle                               | 218,526                       | 87,456             | --                | --         | 305,982           
|Net revenues                                    | 60,136                        | --                 | $     24          | --         | 60,160            
|Income from partnerships and 
     related fees | 7,201                         | 36,003             | --                | --         | 43,204            
|EBITDA (2)                                      | 25,885                        | 36,003             | (2,226)           | $  (3,203) | 56,459            
|Depreciation and amortization                   | 3,821                         | --                 | 24                | 404        | 4,249             
|Operating income (loss)                         | 22,064                        | 36,003             | (2,250)           | (3,607)    | 52,210            
|Total assets                                    | 95,961                        | 164,179            | 222               | 255,554    | 515,916           
|Three months ended June 30, 1999                |                               |                    |                   |            |                   
|Advertising sales (unaudited) (1)               |                               |                    |                   |            |                   
|Calendar cycle                                  | $ 140,123                     | $ 120,240          | --                | --         | $ 260,363         
|Publication cycle                               | 215,875                       | 85,671             | --                | --         | 301,546           
|Net revenues                                    | 39,598                        | --                 | --                | --         | 39,598            
|Income from partnerships and 
     related fees | 1,319                         | 36,648             | --                | --         | 37,967            
|EBITDA (2)                                      | 8,486                         | 36,648             | --                | $  (3,033) | 42,101            
|Depreciation and amortization                   | 4,055                         | --                 | --                | 581        | 4,636             
|Operating income (loss)                         | 4,431                         | 36,648             | --                | (3,614)    | 37,465            
|Total assets                                    | 146,540                       | 192,421            | --                | 40,901     | 379,862           



|Six months ended June 30, 2000                  | Directory
AdvertisingServices | DonTechPartnership | Get 
DigitalSmart | Other    | ConsolidatedTotals
|----------------------------------------------- | ----------------------------- | ------------------ | ----------------- | -------- | ------------------
|Advertising sales (unaudited) (1)               |                               |                    |                   |          |                   
|Calendar cycle                                  | $ 368,133                     | $ 199,315          | --                | --       | $ 567,448         
|Publication cycle                               | 313,172                       | 219,050            | --                | --       | 532,222           
|Net revenues                                    | 101,525                       | --                 | $    24           | --       | 101,549           
|Income from partnerships and 
     related fees | 13,948                        | 57,435             | --                | --       | 71,383            
|EBITDA (2)                                      | 41,312                        | 57,435             | (4,366)           | $(7,825) | 86,556            
|Depreciation and amortization                   | 7,925                         | --                 | 24                | 824      | 8,773             
|Operating income (loss)                         | 33,387                        | 57,435             | (4,390)           | (8,649)  | 77,783            
|Six months ended June 30, 1999                  |                               |                    |                   |          |                   
|Advertising sales (unaudited) (1)               |                               |                    |                   |          |                   
|Calendar cycle                                  | $ 283,372                     | $ 198,387          | --                | --       | $481,759          
|Publication cycle                               | 307,375                       | 220,518            | --                | --       | 527,893           
|Net revenues                                    | 80,122                        | --                 | --                | --       | 80,122            
|Income from partnerships and 
     related fees | 7,967                         | 57,487             | --                | --       | 65,454            
|EBITDA (2)                                      | 21,563                        | 57,487             | --                | $(8,272) | 70,778            
|Depreciation and amortization                   | 8,082                         | --                 | --                | 1,343    | 9,425             
|Operating income (loss)                         | 13,481                        | 57,487             | --                | (9,615)  | 61,353            

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

An annual directory that published during the
first quarter of 1999 was not published until the second quarter of 2000 and an annual 
         directory that published in June 1999 is not
scheduled to publish until August 2000.  Accordingly, second quarter 1999 publication cycle 
         sales for DAS have been increased by $17,241
from the amount reported in the prior year to conform to the 2000 publication dates.  
         DonTech sales for the second quarter and six
months ended June 30, 1999 have been increased by $3,546 for an annual directory that 
         published in the second quarter of 2000 versus
the third quarter of 1999.

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

9.     Subsequent Event

On July 10, 2000, the Company repaid $50 million of Term Facilities with the proceeds received from the
buy-out by Bell Atlantic of the Agency Agreements described in Note 2.  The debt was repaid at par and there was
no penalty for early repayment.  In connection with the repayment, approximately $0.7 million of deferred financing
costs were written-off, which will be reported as an extraordinary loss of $0.4 million (net of taxes of $0.3 million)
in the third quarter.





Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations

The matters discussed in this Form 10-Q of R.H. Donnelley Corporation and its subsidiaries (the "Company")
contain forward-looking statements subject to the safe harbor created by the Private Securities Litigation Reform Act
of 1995.  Where possible, the words "believe," "expect," "anticipate," "should," "planned," "estimated," "potential,"
"goal," "outlook," and similar expressions, as they relate to the Company or its management, have been used to identify
such forward-looking statements.  Regardless of any identifying phrases, these statements and all other forward-looking
statements reflect only the Company's current beliefs and specific assumptions with respect to future business decisions
and results, and are based on information currently available to the Company.  Accordingly, the statements are subject
to significant risks, uncertainties and contingencies that could cause the Company's actual operating results, performance
or business prospects to differ from those expressed in, or implied by, these statements.  Such risks, uncertainties
and contingencies include the following: (1) loss of market share through competition; (2) uncertainties caused by the
consolidation of the telecommunications industry; (3) introduction of competing products or technologies by other
companies, including those similar to the Internet services offered by Get Digital Smart; (4) complexity and
uncertainty regarding the development and/or deployment of new high technology products, including the Internet
services offered by Get Digital Smart; (5) difficulty or inability to successfully integrate the variety of products,
technologies and services contemplated for Get Digital Smart into one comprehensive offering, and uncertainty regarding
the acceptance rate of such an offering by the small business community; (6) pricing pressures from competitors and/or
customers; (7) changes in the yellow pages industries and markets; (8) a sustained economic downturn in the United States;
and (9) the amount and timing of stock repurchases will be subject to market conditions and compliance with the company's
debt covenants.

The Company

Except where otherwise indicated, the terms "Company," "we" and "our" refer to R.H. Donnelley
Corporation and its wholly owned subsidiaries.

Effective June 30, 2000, as a result of the transactions described below under " - Recent Developments",
we restructured our reportable operating segments to better reflect the Company's new streamlined operations
and the way we now views the businesses.  Directory Advertising Services now includes our pre-press publishing
operations formerly reported separately as Directory Publishing Services.  Also, information technology costs
(a portion of which were previously allocated to and included under Other) are now included entirely in Directory
Advertising Services.  All prior period amounts have been restated to be comparable to the new presentation.

Under the new segment reporting, we organize our business into three operating segments: Directory Advertising
Services ("DAS"), DonTech Partnership ("DonTech"), and Get Digital Smart ("GDS").  Within our DAS segment, we
provide advertising sales and marketing services for yellow pages and other directory products and pre-press
publishing services for yellow pages directories.  Until June 30, 2000, we were the exclusive sales agent in
New York State for an operating unit of Bell Atlantic Corporation ("Bell Atlantic").  We are the exclusive
sales agent in Florida for an operating unit of Sprint Corporation ("Sprint").  We are the exclusive sales
agent and were the publisher (for directories published through June 30, 2000) for the CenDon partnership
("CenDon"), a 50/50 partnership with an operating unit of Sprint that was formed to publish directories in
Florida, Nevada, Virginia and North Carolina.  Through April 30, 2000, we also published our own independent
yellow pages directory in the Cincinnati area.  We hold an 18% equity interest in Unicom Media Limited ("UML")
which publishes yellow pages directories and offers Internet directory services in the People's Republic of China.
Finally, we provide pre-press publishing services for yellow pages directories to other yellow pages publishers
and certain existing customers under separately negotiated contracts.

Where we are a sales agent (Sprint, Bell Atlantic (through June 30, 2000), CenDon (for directories
that publish after June 30, 2000)), sales commission revenue is recognized when an advertising contract
is signed with a customer.  Where we are the publisher (Cincinnati (through April 27, 2000) and CenDon
(for directories that publish before June 30, 2000)), revenue is recognized when a directory is published.
Revenue from our pre-press publishing services is recognized on a straight-line basis throughout the
year as the services are performed.

The Company is a 50% partner in DonTech, which acts as the exclusive sales agent for yellow pages
directories published by SBC Communications Inc. ("SBC") in Illinois and northwest Indiana.  In
addition to our 50% interest in the profits of DonTech, we receive direct fees ("Revenue Participation")
from an operating unit of SBC, which are tied to advertising sales.  While DonTech provides advertising
sales of yellow pages and other directory products similar to our DAS segment, the partnership is
considered a separate operating segment since, among other things, the employees of DonTech, including
officers and managers, are not our employees.

In our GDS segment, we offer a variety of services designed to deliver a comprehensive package of
Internet marketing and e-commerce services to small and medium-sized local businesses.  Through a number
of agreements with leading providers of Internet technology and services, we offer services such as
Web-site design and hosting, e-commerce capabilities, services to drive traffic and exposure to our
clients' Web-sites and Internet connectivity.  This business is initially being marketed in the
Miami/Fort Lauderdale, Florida area.

Recent Developments

Disposition of BusinessesOn June 30, 2000, we entered into an agreement ("Agreement") with an affiliate of Bell Atlantic
Corporation ("Bell Atlantic") for the early termination of the directory services agreements between
Donnelley and Bell Atlantic dated September 5, 1985 and May 5, 1998, as amended (the "Agency Agreements").
Pursuant to the Agency Agreements, Donnelley had served as exclusive sales agent for Bell Atlantic
directories covering substantially all of New York State.  The Agency Agreements had been scheduled to
expire in 2005 and 2003, respectively.  The transactions contemplated by the Agreement were also
consummated on June 30, 2000.  Bell Atlantic accounted for approximately 54% of consolidated revenue
and approximately 25% of consolidated operating income for the full year 1999.

Under the terms of the Agreement, we received cash proceeds of $114 million, less approximately
$3 million of operational liabilities assumed by Bell Atlantic related to the pre-closing period.
These net proceeds are subject to post-closing adjustment under certain circumstances.  We also
received estimated commissions for sales which occurred prior to the closing, but which were not
yet payable under the terms of the Agency Agreements.  These commissions totaled approximately $42,000,
net of certain adjustments, and subject to post-closing adjustments under certain circumstances.
The Company also received commissions of approximately $15 million in connection with its sales for
certain directories that published in the pre-closing period.

On April 27, 2000, we sold our Cincinnati proprietary directory business to Yellow Book USA, Inc.
for $8 million.

In connection with the above actions, we also implemented cost-cutting measures, including headcount
reductions, at our Raleigh, NC facility and corporate headquarters consistent with our new streamlined
operating structure.  The Company recognized a pretax gain from the above transactions of approximately
$89 million ($55 million after taxes), net of approximately $40 million of costs incurred for severance
and other related costs associated with work-force reductions, asset write-offs, including internal
software, and other transaction related costs partially offset by pension related gains of $7 million.

CenDon Partnership RestructuringDuring the quarter, but effective for directories that publish from and after July 1, 2000, the
Company and Centel entered into a series of agreements which effectively restructured the existing CenDon
partnership as a limited liability company ("LLC") and extended the existing sales agency agreement through
2010.  Both the partnership agreement and sales agency agreement were set to expire in 2004.  The new
arrangement focuses our responsibilities on sales and certain pre-press publishing services (the latter
through 2003 only) and establishes us as the exclusive sales agent for Centel's print and electronic / Internet
directory products in the markets previously covered by the partnership agreement.  Centel will now assume
responsibility for the publishing and delivery of print directories and related support services such as
marketing, customer service and collections.  We will receive sales commissions on all advertising sold and
will also receive a priority distribution on our membership interest in the LLC based on the value of
advertising sold.  We will record sales commissions as revenue and the priority distribution on our
membership interest as partnership income and related fees.  As a result of this modified arrangement,
revenue and related cost will be recognized at the time of sale, rather than at the time of directory
publication as has historically been the case for CenDon.  Consequently, advertising sales made prior to
June 30, 2000 and associated costs for directories that will publish subsequent to June 30, 2000 have been
recognized in the second quarter.  Accordingly, we recognized a one-time operating income benefit of
approximately $15.8 million for the quarter and six months ended June 30, 2000.  This one-time operating
income benefit was comprised of one-time sales commission revenue of approximately $21.0 million based on
calendar advertising sales of approximately $95.8 million, less related expenses of approximately 10.6
million, one-time priority distribution of approximately $13.3 million, less a charge of approximately
$7.9 million for the write-off of deferred costs by the partnership resulting from the change in the
CenDon relationship.  The net amount of the priority distribution and write-off of deferred costs of
$5.4 million was recorded as income from partnership and related fees in the income statement.

Unicom Media Limited investmentDuring the quarter, UML made a decision to focus more of its time and resources on the Internet
aspect of its business plan, known as ChinaBiG.com, and to seek additional investors to build ChinaBiG.com
into a well-known portal for the Chinese community around the world.  In that regard, on June 15, 2000, UML
received its first minority investment from an independent third party investor.  Concurrently, in order to
facilitate the raising of additional capital and provide greater flexibility, UML and each existing investor
(including the Company), restructured the existing joint venture agreement of UML to, among other things,
significantly reduce our ability to influence the daily operations of UML.  As a result of this additional
equity investor and the restructured agreement, we are a passive investor and will account for this
investment under the cost method.  Accordingly, we will no longer recognize our share of the operating
income or losses of UML or amortization expense each quarter.



RESULTS OF OPERATIONS
Three and Six Months Ended June 30, 2000 and 1999



Advertising Sales

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

Calendar cycle advertising sales in the second quarter of 2000 were $349.9 million, an increase of
$89.5 million, or 34.4% compared to $260.4 million in the second quarter of 1999.  Calendar cycle
advertising sales for the six months ended June 30, 2000 were $567.4 million, an increase of $85.6
million, or 17.8% compared to $481.8 million for the six months ended June 30, 1999.  Advertising
sales for each segment are as follows:

|               | Three Months Ended
June 30, |               | 2000 vs. 1999
Change |             | Six Months Ended
June 30, |      | 2000 vs. 1999
Change
|-------------- | --------------------------- | ------------- | -------------------- | ----------- | ------------------------- | ---- | --------------------
|(in  millions) | 2000                        | 1999          |                      |             |                           | 2000 | 1999                
|               |                             |               |                      |             |                           |      |                     
|DAS            | $ 229.3                     | $ 140.1       |                      | $ 89.2      | 63.7%                     |      | $ 368.1             
|DonTech        | 120.6                       | 120.3         |                      | 0.3         | 0.2%                      |      | 199.3               
|Total          | $ 349.9
=====               | $ 260.4
===== |                      | $ 89.5
==== | 34.4%                     |      | $ 567.4
=====       

Excluding the one-time sales benefit of $95.8 million from the restructuring of the Sprint
relationship, DAS calendar sales for the quarter decreased $6.6 million, or 4.7% to $133.5 million
compared to the prior year quarter, and for the six month period, calendar sales decreased $11.1 million,
or 3.9% compared to the prior year period.  The decrease for the quarter was primarily due to timing
delays for various Bell Atlantic sales campaigns, specifically Westchester, Suffolk and Queens.
The decrease for the six-month period was primarily due to a 2.0%decline in the 2000 Manhattan
directory compared to 1999.

DonTech sales for the quarter and six-month period were essentially unchanged from the prior year periods.
Calendar sales were affected by the previously disclosed systems problems related to the administration of
the billing and collection functions that continues to result in a loss of customers who are significantly
delinquent.  These problems caused inefficiencies in the Chicago 2000 directory campaign, which resulted
in a 3.0% decline in the Chicago directory compared to last year.  We believe that the underlying systems
problems have largely been addressed, and sales results should steadily improve throughout the remainder
of the year, with a return to normal growth rates during the fourth quarter, although full year growth is
anticipated to be somewhat below normal levels on a year over year basis.

Publication Cycle BasisManagement also measures sales performance based on the publication cycle basis.  This method measures sales
based on the value of an annual directory according to its publication date regardless of when the advertising
for that directory was sold.  If a directory publication date changes from one year to the next, the prior year
publication date is adjusted to conform to the present year to maintain comparability.  In 1999, the Bell
Atlantic Albany directory published in March, whereas in 2000, the directory published in April.  Also, the
Bell Atlantic Broome County directory published in June 1999 but is scheduled to publish in August 2000.
Accordingly, DAS publication cycle sales for the second quarter of 1999 in the table below have been adjusted
to include $23.3 million of sales for the Albany directory and to exclude $6.1 million of sales for the Broome
County directory (net increase of $17.2 million) reported in the prior year.  DonTech sales for the second
quarter and six months ended June 30, 1999 have also been adjusted to include $3.5 million of sales for a
directory that published in May 2000 versus July 1999.

Publication cycle advertising sales in the second quarter of 2000 were $306.0 million compared to
$301.6 million in the second quarter 1999.  Publication cycle advertising sales in the first half of
2000 were $532.2 million compared to $527.9 million in the first half of 1999.  Advertising sales for
each segment are as follows:

|               | Three Months Ended
June 30, |               | 2000 vs. 1999
Change |            | Six Months Ended
June 30, |      | 2000 vs. 1999
Change
|-------------- | --------------------------- | ------------- | -------------------- | ---------- | ------------------------- | ---- | --------------------
|(in  millions) | 2000                        | 1999          |                      |            |                           | 2000 | 1999                
|               |                             |               |                      |            |                           |      |                     
|DAS            | $ 218.5                     | $ 215.9       |                      | $ 2.6      | 1.2%                      |      | $ 313.1             
|DonTech        | 87.5                        | 85.7          |                      | 1.8        | 2.1%                      |      | 219.1               
|Total          | $ 306.0
=====               | $ 301.6
===== |                      | $ 4.4
==== | 1.5%                      |      | $ 532.2
=====       

Publication cycle sales for Sprint were up 5.9% in the second quarter 2000 compared
to the second quarter 1999, as all Sprint markets continue to exhibit strong growth in directory sales.
The Sprint gains were partially offset by the decline in Bell Atlantic's Manhattan directory.  DonTech
sales increased 2.1% compared to last year due to good growth in Peoria and Joliet directories.

For the first half of 2000, DAS sales increased 1.9% over last year, primarily due to an increase
of 4.8% in Sprint sales due to the growth in all Sprint markets.  Publication cycle sales at DonTech
decreased due to the systems problems related to the administration of the billing and collection
functions that resulted in a 3.0% decline in the Chicago directory compared to last year.

RevenuesNet revenues increased $20.6 million to $60.2 million in the second quarter of 2000 compared to
$39.6 million in the second quarter of 1999.  For the six months ended June 30, 2000, net revenues
increased $21.4 million to $101.5 million compared to $80.1 million for the six months ended June 30, 1999.
Excluding the one-time benefit of $21.0 million from the restructuring of the Sprint relationship,
net revenues for the quarter decreased $0.4 million or 1.0% compared to the prior year quarter and
net revenues for the six month period increased $0.4 million, or 0.5% compared to the prior year period.

The decrease for the second quarter 2000 was due to decreases in Bell Atlantic of $0.9 million due to
lower sales and in our YPTV business of $0.6 million due to a decrease in activity.  This decrease was
partially offset by higher pre-press publishing services revenue of $0.8 million due to additional
services in excess of contractual baselines provided to customers and higher revenue from Sprint of
$0.3 million due to higher sales.  For the first half of 2000, higher pre-press publishing services
revenue ($0.8 million) and Sprint revenue ($1.5 million) were partially offset by lower revenues
from Bell Atlantic ($1.1 million) and our YPTV business ($0.7 million).

ExpensesTotal expenses for the second quarter increased $11.1 million to $51.2 million compared to total
expenses of $40.1 million in the second quarter of 1999.  Excluding the one-time expenses of $10.6
million resulting from the restructuring of the Sprint relationship, total expenses for the quarter
increased $0.5 million, or 1.2% compared to last year's second quarter.  This increase is due to
expenses of $2.3 million relating to GDS.  Partially offsetting this increase was reduced costs
in our pre-press publishing operations of $1.2 million due to cost saving initiatives implemented
last year, certain one-time expenses incurred in 1999 and favorable timing factors.

Total expenses for the first six months of 2000 increased $10.9 million to $95.1 million compared
to total expenses of $84.2 million through the first six months of 1999.  Excluding the one-time
expenses associated with the restructuring of the Sprint relationship, total expenses increased
$0.3 million, or 0.4%.  Expenses for GDS through June 30, 2000 were $4.4 million.  Offsetting these
expenses were reduced costs in our pre-press publishing operations of $2.0 million and cost reductions
in areas such as marketing, advertising, product development and general and corporate functions.

Partnership IncomeIncome from partnerships and related fees for the second quarter of 2000 increased $5.2 million to
$43.2 million compared to the second quarter of 1999 amount of $38.0 million.  Income from partnerships
and related fees for the six months ended June 30, 2000 increased $5.9 million to $71.4 million compared
to $65.5 million for the six months ended June 30, 1999.  Excluding the net one-time benefit of
$5.4 million from the restructuring of the Sprint relationship, partnership income and related
fees decreased $0.2 million, or 0.5% in the second quarter 2000 compared to the second quarter 1999.
Strong growth in the Sprint markets resulted in higher income from our CenDon partnership of $0.8 million
as compared to last year.  Income from DonTech was $0.7 million lower than the prior year due to
essentially flat sales and slightly higher expenses.  Losses from UML increased $0.3 million over
last year due to the amortization of the difference between the book value of our investment and our
share of the underlying equity.  As previously discussed, due to an additional equity investment
and the restructuring of the joint venture agreement, beginning in the third quarter 2000, we will
no longer recognize our share of the losses from UML or amortization expense (see - "Recent Developments").

Income from partnerships and related fees for the six months ended June 30, 2000, after the net
one-time benefit, increased $0.5 million, or 0.8% compared to the six months ended June 30, 1999.
Income from CenDon was $1.4 million higher than last year due to strong sales growth in all Sprint
markets.  Offsetting this increase was higher losses from UML due to amortization expense.  DonTech
income was essentially unchanged from the prior year.

Operating IncomeOperating income for the second quarter of 2000 was $52.2 million, an increase of $14.7 million, or
39.2% compared to $37.5 million in the second quarter of 1999.  Operating income for the six months ended
June 30, 2000 was $77.8 million, an increase of $16.4 million, or 26.7% compared to $61.4 million in the
six months ended June 30, 1999.  Operating income for the reportable segments (except DonTech) includes
those costs directly incurred by each business unit plus an allocation of certain shared operating and
general and administrative expenses based on estimated business usage.  Operating income (loss)
by segment is as follows:



|              | Three Months Ended
June 30, |               | 2000 vs. 1999
Change |               | Six Months Ended
June 30, |      | 2000 vs. 1999
Change
|------------- | --------------------------- | ------------- | -------------------- | ------------- | ------------------------- | ---- | --------------------
|(in millions) | 2000                        | 1999          |                      |               |                           | 2000 | 1999                
|              |                             |               |                      |               |                           |      |                     
|DAS           | $ 22.1                      | $  4.4        |                      | $ 17.7        | > 100 %                   |      | $ 33.4              
|DonTech       | 36.0                        | 36.7          |                      | (0.7)         | (1.9)%                    |      | 57.4                
|GDS           | (2.3)                       | --            |                      | (2.3)         | N/M                       |      | (4.4)               
|Other         | (3.6)                       | (3.6)         |                      | --            | --                        |      | (8.6)               
|Total         | $ 52.2 
=====               | $ 37.5 
===== |                      | $ 14.7 
===== | 39.2%                     |      | $ 77.8 
====        

Excluding the one-time operating income benefit of $15.8 million from the restructuring of the
Sprint relationship, DAS operating income increased $1.9 million, or 43.2% and $4.1 million, or 30.4%
for the quarter and six months ended June 30, 2000, respectively, compared to the comparable prior
year periods.  The increase in the second quarter of 2000 was primarily due to strong performance
at Sprint ($1.3 million) and actions to reduce costs in pre-press publishing operations ($2.0 million).
These improvements were partially offset by lower operating income in Bell Atlantic ($0.6 million)
and higher losses attributable to UML ($0.3 million).  The increase in DAS operating income for the
six months ended June 30, 2000 was also attributable to higher profitability in Sprint ($2.8 million)
and cost reductions for pre-press publishing operations ($2.7 million), offset by increased losses
attributable to UML ($0.8 million).

See Partnership Income above for a discussion of the change in DonTech operating income.

Operating loss for GDS represents the expenses incurred during the quarter and year-to-date period
relating to this new business.  There were no comparable operations in 1999.  Other operating loss
represents corporate and general overhead costs that are not allocated to the business segments.  The
improvement for the six-month period is primarily due to a decrease in depreciation and amortization of
$0.5 million and cost savings as a result of a decrease in headcount in corporate staff functions.

Interest and TaxesInterest expense for the second quarter 2000 of $9.2 million was essentially unchanged from the
second quarter 1999.  For the first half of 2000, interest expense was $18.4 million, a decrease of
$0.5 million compared to last year's first half amount of $18.9 million.  The decrease is primarily
due to lower outstanding debt of approximately $15 million partially offset by higher interest on
our variable rate debt due to higher short-term interest rates in 2000 compared to 1999.  The effect
of higher short-term interest rates on our variable rate debt was partially mitigated by our interest
rate swap agreements.

The effective tax rate for the quarter and year-to-date period ended June 30, 2000 decreased to 38.2%
and 38.5%, respectively, compared to 40.4% in the second quarter of 1999 and 40.3% in the first
half of 1999.  The decrease in the effective tax rate is due to various strategies implemented during
the second quarter of 2000.  We anticipate that the six months ended June 30, 2000 tax rate will
approximate the tax rate for the full year.

Net Income and Earnings Per ShareNet income and earnings per share for the second quarter 2000 was $81.9 million, or $2.50 per diluted
share compared to $16.9 million, or $0.49 per diluted share in the second quarter 1999.  Net income and
earnings per share for the six months ended June 30, 2000 was $91.5 million, or $2.78 per diluted share
compared to $25.3 million, or $0.74 per diluted share in the six months ended June 30, 1999.  Net
income and earnings per share for the quarter and six months ended June 30, 2000 includes a gain
from the Bell Atlantic and Cincinnati transactions ($55.0 million after-tax) and the one-time benefit
from the restructuring of the Sprint relationship ($9.7 million after-tax).  Excluding these one-time
items, net income and earnings per share for the second quarter 2000 was $17.1 million or $0.52 per
diluted share and net income and earnings per share for the six months ended June 30, 2000 was $26.8
million, or $0.82 per diluted share.

LIQUIDITY AND CAPITAL RESOURCES

In June 1998, we borrowed $300 million under its Senior Secured Term Facilities ("Term Facilities")
and issued $150 million of Senior Subordinated Notes (the "Notes").  We also borrowed $50 million against
our $100 million Senior Revolving Credit Facility (the "Revolver," and together with the Term Facilities,
the "Credit Agreement").  Our obligations under the Credit Agreement are secured by security interests
granted to the lenders in substantially all of our assets, including capital stock in our existing
and newly formed subsidiaries.  The Term Facilities mature between June 2004 and December 2006, and
require quarterly principal repayments through 2006.  The Revolver matures in June 2004.  The Notes
pay interest semi-annually at the annual rate of 9.125%, and are due in June 2008.  The Credit Agreement
and the Indenture governing the Notes each contain various financial and other restrictive covenants,
including restrictions on asset dispositions and similar transactions, indebtedness, capital
expenditures and commitments.

Net cash provided by operations was $102.2 million for the first half of 2000, an increase of $65.8
million over the prior year amount of $36.4.  Collections of accounts receivable were higher than last
year primarily due to the receipt from Bell Atlantic of $57 million in payment of commissions receivable
as described above.  Also contributing to the increase was the receipt of an income tax refund of $6.0
million, lower net interest payments of $5.5 million due to lower average borrowings and higher cash
distributions from our partnerships of $4.6 million.  We believe that cash from operations and available
debt capacity under the Revolver will be sufficient to fund our operations and meet our anticipated
investment, capital expenditures and debt service requirements for the foreseeable future.

Net cash provided by investing activities for the first half of 2000 was $112.6 million and included
proceeds of $122 million from the early termination of the Agency Agreements with Bell Atlantic
($114 million) and the sale of our Cincinnati business ($8 million).  We also spent $5.5 million on
capital expenditures, primarily computer equipment and software.  During the first six months of 2000,
capitalized computer software decreased $9.8 million as additions of $2.0 million were offset by
amortization of $5.5 million and the write-off of approximately $6.3 million related to the Bell
Atlantic and Cincinnati transactions.  We made additional investments in UML of $3.9 million in
accordance with the terms of the joint venture agreement.  Although our role in UML has changed, we
remain obligated under the terms of the joint venture agreement to make additional contributions.
Accordingly, we anticipate investing an additional $2.5 million in 2001.  Also, with respect to GDS,
we anticipate that we will invest approximately $8 million for the full year 2000.  Other than our
additional investments to be made in UML and our anticipated funding of GDS, we currently have no
material commitments for investment spending or capital expenditures.

Net cash used in financing activities of $26.1 million was primarily for the repayment of debt
and the repurchase of company stock.  Through June 30, 2000, we spent $25.5 million to repurchase
1,476,300 shares of common stock under both our Systematic Share Repurchase Plan and our Open Market
Share Repurchase Plan (collectively, "Share Repurchase Plans"), which represented 4.5% of the outstanding
shares at the beginning of the year.  On July 10, 2000, we repaid $50 million of Term Facilities with
the proceeds received from the buy-out of the Agency Agreements.    The debt was repaid at par and
there was no penalty for early repayment.  In connection with the repayment, approximately $0.7 million
of deferred financing costs were written-off, which will be reported as an extraordinary loss of $0.4
million (net of taxes of $0.3 million) in the third quarter.

At June 30, 2000, total cash on hand was $191.0 million and we had available borrowing capacity of
$100 million under the Revolver.  The significant amount of cash on hand is due to approximately $175
million received from the Bell Atlantic and Cincinnati transactions (including $57 million payment for
sales commissions from Bell Atlantic).   While the proceeds from these transactions were received in the
second quarter, most of the associated costs will be paid in the third and fourth quarters.  Accordingly,
we anticipate making income tax payments of approximately $34 million, severance and other related
payments of approximately $7 million and payments for other transaction related costs of approximately
$9 million in future periods.  As mentioned above, on July 10, 2000, we used $50 million of proceeds
to repay a portion of our Term Facilities.

The remaining proceeds from the Bell Atlantic and Cincinnati transactions, along with free cash
flows from operations, will be used to repurchase company stock, make additional debt repayments and
fund growth initiatives.  The Board of Directors recently authorized a new Open Market Share Repurchase
Plan of up to $100 million over the next18 to 24 months.  The repurchase of shares under the Share
Repurchase Plans will be executed subject to market conditions and compliance with our debt covenants.

Market Risk Sensitive Instruments

We are exposed to interest rate risk through our Credit Agreement where we borrow at prevailing
short-term variable rates.  In order to manage our exposure to fluctuations in interest rates, we have
entered into interest rate swap agreements which allow us to raise funds at floating rates and effectively
swap them into fixed rates that are lower than those available if fixed rate borrowings were made directly.
These derivative financial instruments are viewed as risk management tools and are entered into for
hedging purposes only.  We do not use derivative financial instruments for trading or speculative
purposes.  There has been no change in the $175 million outstanding notional amount of interest rate
swaps since December 31, 1999.  The unrealized fair value of the swaps was a gain of $4.6 million at
June 30, 2000.

We are exposed to foreign exchange risk through our equity interest in UML.  Our required contribution
in 2001 of $2.5 million is subject to adjustment if the exchange rate of the People's Republic of
China currency (RMB) on the date of payment is more than 10% higher or lower than the specified
exchange rate of RMB8.2778.  There has been no material change in our foreign exchange risk from
year-end.

Item 3.   Quantitative and Qualitative Disclosure About Market Risk

The requirements of this Item are discussed in Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations.





PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

Reference is made to the discussion of legal proceedings under Item 3 of Part I in the Company's
Annual Report on Form 10-K for the year ended December 31, 1999 ("10-K").  Except as described below,
there has been no material change in the information with respect to legal proceedings from that set
forth in the 10-K.

On May 9, 2000, the Internal Revenue Service (the "IRS") issued a summary report to The Dun and
Bradstreet Corporation ("D&B") with respect to certain tax-planning strategies.  In connection
with the summary report, D&B filed an amended tax return for 1989 and 1990, which reflected
$561.6 million of tax and interest due.  On May 12, 2000, D&B paid the IRS approximately $349.3
million of this amount and IMS paid approximately $212.3 million.  These payments were funded with
short-term borrowings and the Company understands were made under protest in order to stop additional
interest from accruing.  As described in the 10-K and footnote 6 in Item 1, D&B has agreed to
indemnify the Company against any liability in connection with this matter.

The Company is also involved in certain legal proceedings incidental to the normal conduct of its
business.  Although there can be no assurances, management believes that the outcome of such legal
proceedings will not have a material adverse effect on the Company's financial position, results of
operations or cash flows.





Item 6.  Exhibits and Reports on Form 8-K

(a)    Exhibits

| | Exhibit No. | Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3.1         | Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the three months ended March 31, 1999, Commission File No. 001-07155)                                                                                                                                                                                                                                                                                                                                                                                                      
| | 3.2         | By-laws of the Company (incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q for the three months ended March 31, 1999, Commission File No. 001-07155)                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 3.3         | Certificate of Incorporation of R.H. Donnelley Inc. (incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on August 7, 1998, Registration
No. 333-59287)                                                                                                                                                                                                                                                                                                                                              
| | 3.4         | By-laws of R.H. Donnelley Inc. (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on July 17, 1998, Registration No. 333-59287)                                                                                                                                                                                                                                                                                                                                                                                       
| | 4.1         | Indenture dated as of June 5, 1998 between R.H. Donnelley Inc., as Issuer, the Company, as Guarantor, and the Bank of New York, as Trustee, with respect to the 91/8% Senior Subordinated Notes due 2008 (incorporated by
reference to Exhibit 4.1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on July 17, 1998, Registration No. 333-59287)                                                                                                                                                                                                             
| | 4.2         | Form of the 91/8% Senior Subordinated Notes due 2008 (included in Exhibit 4.1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 4.3         | Company Guarantee (included in Exhibit 4.1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 4.4         | Exchange and Registration Rights Agreement dated as of June 5, 1998, among the Company, R.H. Donnelley Inc., and Goldman, Sachs & Co. and Chase Securities Inc., as Initial Purchasers (incorporated by reference to Exhibit 4.4 to the
Registration Statement on Form S-4, filed with the Securities and Exchange Commission on July 17, 1998, Registration No. 333-59287)                                                                                                                                                                                                                               
| | 4.5         | Rights Agreement, dated as of October 27, 1998 between R.H. Donnelley Corporation and First Chicago Trust Company (incorporated by reference to Exhibit 4 to the Registration Statement on Form 8-A, filed with the Securities and Exchange
Commission on November 5, 1998, Registration No. 001-07155)                                                                                                                                                                                                                                                                                                   
| | 10.1        | Form of Distribution Agreement between the Company (f/k/a The Dun & Bradstreet Corporation) and The New Dun & Bradstreet Corporation (incorporated by reference to Exhibit 99.2 to the Form 8-K of the Company (f/k/a The Dun &
Bradstreet Corporation), filed on June 30, 1998)                                                                                                                                                                                                                                                                                                                          
| | 10.2        | Form of Tax Allocation Agreement between the Company (f/k/a The Dun & Bradstreet Corporation) and The New Dun & Bradstreet Corporation (incorporated by reference to Exhibit 99.3 to the Form 8-K of the Company (f/k/a The Dun &
Bradstreet Corporation), filed on June 30, 1998)                                                                                                                                                                                                                                                                                                                        
| | 10.3        | Form of Employee Benefits Agreement between the Company (f/k/a The Dun & Bradstreet Corporation) and The New Dun & Bradstreet Corporation (incorporated by reference to Exhibit 99.4 to the Form 8-K of the Company (f/k/a The Dun &
 Bradstreet Corporation), filed on June 30, 1998)                                                                                                                                                                                                                                                                                                                    
| | 10.4        | Form of Intellectual Property Agreement between the Company (f/k/a The Dun & Bradstreet Corporation) and The New Dun & Bradstreet Corporation (incorporated by reference to Exhibit 99.5 to the Form 8-K of the Company (f/k/a The Dun
& Bradstreet Corporation), filed on June 30, 1998)                                                                                                                                                                                                                                                                                                                 
| | 10.5        | Form of Shared Transaction Services Agreement between the Company (f/k/a The Dun & Bradstreet Corporation) and The New Dun & Bradstreet Corporation (incorporated by reference to Exhibit 99.6 to the Form 8-K of the Company (f/k/a/
The Dun & Bradstreet Corporation), filed on June 30, 1998)                                                                                                                                                                                                                                                                                                          
| | 10.6        | Form of Data Services Agreement between the Company (f/k/a The Dun & Bradstreet Corporation) and The New Dun & Bradstreet Corporation (incorporated by reference to Exhibit 99.7 to the Form 8-K of the Company (f/k/a The Dun &
Bradstreet Corporation), filed on June 30, 1998)                                                                                                                                                                                                                                                                                                                         
| | 10.7        | Form of Transition Services Agreement between the Company (f/k/a The Dun & Bradstreet Corporation) and The New Dun & Bradstreet Corporation (incorporated by reference to Exhibit 99.8 to the Form 8-K of the Company (f/k/a The Dun
& Bradstreet Corporation), filed on June 30, 1998)                                                                                                                                                                                                                                                                                                                   
| | 10.8        | Form of Amended and Restated Transition Services Agreement between the Company (f/k/a The Dun & Bradstreet Corporation), The New Dun & Bradstreet Corporation, Cognizant Corporation, IMS Health Incorporated, ACNielsen Corporation
and Gartner Group, Inc. (incorporated by reference to Exhibit 99.9 to the Form 8-K of the Company (f/k/a The Dun & Bradstreet Corporation), filed on June 30, 1998)                                                                                                                                                                                                  
| | 10.9        | Credit Agreement among the Company, R.H. Donnelley Inc., The Chase Manhattan Bank, as Administrative Agent and the Lenders party thereto (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission on July 17, 1998, Registration No. 333-59287)                                                                                                                                                                                                                                                                            
| | 10.10       | First Amendment to Credit Agreement, dated as of March 4, 1999, among the Company, R.H. Donnelley Inc., The Chase Manhattan Bank, as Administrative Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q for the three months ended March 31, 1999, Commission File No. 001-07155)                                                                                                                                                                                                                                                        
| | 10.11       | DonTech II Partnership Agreement, effective August 19, 1997, by and between R.H. Donnelley Inc. (f/k/a The Reuben H. Donnelley Corporation) and Ameritech Publishing of Illinois, Inc. (incorporated by reference to Exhibit 10.10 to Amendment
No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on August 7, 1998, Registration No. 333-59287)                                                                                                                                                                                                         
| | 10.12       | Revenue Participation Agreement, dated as of August 19, 1997, by and between APIL Partners Partnership and R.H. Donnelley Inc. (f/k/a The Reuben H. Donnelley Corporation) (incorporated by reference to Exhibit 10.11 to Amendment No. 1 to
the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on August 7, 1998, Registration No. 333-59287)                                                                                                                                                                                                                     
| | 10.13       | Master Agreement, executed August 19, 1997, by and among R.H. Donnelley Inc. (f/k/a The Reuben H. Donnelley Corporation), the Company (f/k/a The Dun & Bradstreet Corporation), The Am-Don Partnership a/k/a DonTech, DonTech II, Ameritech
Publishing, Inc., Ameritech Publishing of Illinois, Inc., Ameritech Corporation, DonTech I Publishing Company LLC and the APIL Partners Partnership (incorporated by reference to Exhibit 10.12 to Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission on August 7, 1998, Registration No. 333-59287)
| | 10.14       | Exclusive Sales Agency Agreement, effective August 19, 1997, between APIL Partners Partnership and DonTech II (incorporated by reference to Exhibit 10.13 to Amendment No. 1 to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission on August 7, 1998, Registration No. 333-59287)                                                                                                                                                                                                                                                                                  
| | 10.15       | Second Amended and Restated Partnership Agreement, effective as of August 19, 1997, by and between R.H. Donnelley Inc. (f/k/a The Reuben H. Donnelley Corporation) and Ameritech Publishing of Illinois, Inc. (incorporated by reference to
Exhibit 10.14 to Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on August 7, 1998, Registration No. 333-59287)                                                                                                                                                                                  
| | 10.16       | 1991 Key Employees' Performance Unit Plan, as amended and restated (incorporated by reference to Exhibit 10.15 to Amendment No. 3 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on September 28,
1998, Registration No. 333-59287)                                                                                                                                                                                                                                                                                                                         
| | 10.17       | 1991 Key Employees' Stock Option Plan, as amended and restated (incorporated by reference to Exhibit 10.16 to Amendment No. 3 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on September 28,
1998, Registration No. 333-59287)                                                                                                                                                                                                                                                                                                                             
| | 10.18       | Amended and Restated 1998 Directors' Stock Plan (as of September 21, 1999) (incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 1999)                                                                                                                                                                                                                                                                                                                                                                                                  
| | 10.19       | Annual Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.18 to Amendment No. 3 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on September 28, 1998, Registration
No. 333-59287)                                                                                                                                                                                                                                                                                                                                             
| | 10.20       | Supplemental Executive Benefit Plan (incorporated by reference to Exhibit 10.19 to Amendment No. 3 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on September 28, 1998, Registration No. 333-59287
)                                                                                                                                                                                                                                                                                                                                                       
| | 10.21       | Deferred Compensation Plan (incorporated by reference to Exhibit 4.01 to the Company's Registration Statement on Form S-8, filed with the Securities and Exchange Commission on November 24, 1999, Registration No. 333-91613)                                                                                                                                                                                                                                                                                                                                                                            
| | 10.22       | Employment Agreement dated as of September 28, 1998 between the Company and Frank R. Noonan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998)                                                                                                                                                                                                                                                                                                                                                                           
| | 10.23       | Employment Agreement dated as of September 28, 1998 between the Company and Philip C. Danford (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998)                                                                                                                                                                                                                                                                                                                                                                         
| | 10.24       | Employment Agreement dated as of September 28, 1998 between the Company and David C. Swanson (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998)                                                                                                                                                                                                                                                                                                                                                                          
| | 10.25       | Employment Agreement dated as of September 28, 1998 between the Company and Judith A. Norton (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 1999)                                                                                                                                                                                                                                                                                                                                                                                
| | 10.26       | Employment Agreement dated as of September 28, 1998 between the Company and Stephen B. Wiznitzer (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 1999)                                                                                                                                                                                                                                                                                                                                                                            
| | 10.27       | Severance Agreement and Release dated as of March 24, 1999 between the Company and Frederick J. Groser (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999)                                                                                                                                                                                                                                                                                                                                                                     
| | 10.28       | Severance Agreement and Release dated as of July 23, 1999 between the Company and Alexander R. Marasco (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999)                                                                                                                                                                                                                                                                                                                                                                     
| | 27.1*       | Financial Data Schedule of the Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 27.2*       | Financial Data Schedule of R.H. Donnelley Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



*Filed herewith



(b)   Reports on Form 8-K:



(1)  Current Report on From 8-K,
dated April 25, 2000, reporting under Item 5 that the Company had (A) 
                  entered
into a letter of intent with Bell Atlantic with respect to the early termination of its Agency 
                  Agreements,
(B) extended its business relationship with Sprint's directory publishing group through 
                  2010 and
(C) entered into a definitive agreement with Yellow Book USA, Inc. to sell all of its assets and 
                  operations
associated with its Cincinnati proprietary operation.

(2)  Current Report on Form 8-K,
dated June 30, 2000, disclosing under Item 5 that the Company had 
                  consummated
the Bell Atlantic transaction and disclosing certain other information related to that 
                  transaction.
Two press releases, dated June 30, 2000 and July 6, 2000, were filed as exhibits to the 8-K 
                  under Item 7.





SIGNATURES







Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly authorized.





|                    |     | R.H. DONNELLEY CORPORATION                       
|------------------- | --- | -------------------------------------------------
|                    |     |                                                  
|                    |     |                                                  
|Date: July 27, 2000 | By: | /s/ Philip C. Danford                            
|                    |     | Philip C. Danford                                
|                    |     | Senior Vice President and Chief Financial Officer
|                    |     |                                                  
|                    |     |                                                  
|                    |     |                                                  
|Date: July 27, 2000 | By: | /s/ William C. Drexler                           
|                    |     | William C. Drexler                               
|                    |     | Vice President and Controller                    
|                    |     |                                                  



















SIGNATURES







Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly authorized.



|                    |     | R.H. DONNELLEY INC.                              
|------------------- | --- | -------------------------------------------------
|                    |     |                                                  
|                    |     |                                                  
|Date: July 27, 2000 | By: | /s/ Philip C. Danford                            
|                    |     | Philip C. Danford                                
|                    |     | Senior Vice President and Chief Financial Officer
|                    |     |                                                  
|                    |     |                                                  
|                    |     |                                                  
|Date: July 27, 2000 | By: | /s/ William C. Drexler                           
|                    |     | William C. Drexler                               
|                    |     | Vice President and Controller                    
|                    |     |