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                                                                      EXHIBIT C
 
                  DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED
                       1997 EMPLOYEE STOCK PURCHASE PLAN
                                     AS OF
                                  MAY 7, 1997
 
  1. Purpose. The purpose of the Donnelley Enterprise Solutions Incorporated
1997 Employee Stock Purchase Plan (the "Plan") is to provide employees of
Donnelley Enterprise Solutions Incorporated, a Delaware corporation (the
"Company"), and its Subsidiary Companies (as defined below) added incentive to
remain employed by such companies and to encourage increased efforts to
promote the best interests of such companies by permitting eligible employees
to purchase common shares, par value $.01 per share, of the Company ("Common
Shares") at below-market prices. The Plan is intended to qualify as an
"employee stock purchase plan" under section 423 of the Internal Revenue Code
of 1986, as amended (the "Code"). For purposes of the Plan, the term
"Subsidiary Companies" shall mean all corporations which are subsidiary
corporations (within the meaning of Section 424(f) of the Code) and of which
the Company is the common parent. The Company and its Subsidiary Companies
that, from time to time, adopt the Plan are sometimes hereinafter called
collectively the "Participating Companies."
 
  2. Eligibility. Participation in the Plan shall be open to each employee of
the Participating Companies who has been continuously employed by the
Participating Companies for at least one year (an "Eligible Employee"). No
right to purchase Common Shares hereunder shall accrue under the Plan in favor
of any person who is not an Eligible Employee as of the first day of a
Purchase Period (as defined in Section 3). Notwithstanding anything contained
in the Plan to the contrary, no Eligible Employee shall acquire a right to
purchase Common Shares hereunder if (i) immediately after receiving such
right, such employee would own 5% or more of the total combined voting power
or value of all classes of stock of the Company or any Subsidiary Company
(including any stock attributable to such employee under section 424(d) of the
Code) or (ii) for any calendar year such right would permit such employee's
aggregate rights to purchase stock under all employee stock purchase plans of
the Company and its Subsidiary Companies exercisable during such calendar year
to accrue at a rate which exceeds $25,000 of fair market value of such stock
for such calendar year.
 
  3. Effective Date of Plan; Purchase Periods. The Plan shall become effective
on such date as may be specified by the Board of Directors (the "Board") of
the Company or the Committee (as defined in Section 11), provided it is after
the 1997 Annual Meeting. The Plan shall cease to be effective unless, within
12 months before or after the date of its adoption by the Board, it has been
approved by the shareholders of the Company at a duly-called meeting of such
shareholders.
 
  A "Purchase Period" shall consist of the three month period beginning on
each July 1, October 1, January 1, and April 1, each commencing on or after
the effective date and prior to termination of the Plan.
 
  4. Basis of Participation. (a) Payroll Deduction. Each Eligible Employee
shall be entitled to enroll in the Plan as of the first day of any Purchase
Period which begins on or after such employee has become an Eligible Employee.
 
  To enroll in the Plan, an Eligible Employee shall execute and deliver a
payroll deduction authorization (the "Authorization") to the Company or its
designated agent at the time and in the manner specified by the Company. The
executed Authorization shall become effective on the first day of the Purchase
Period following the day of delivery thereof to the Company or its designated
agent. Each Authorization shall direct that payroll deductions be made by the
employee's employer for each payroll period during which the employee is a
participant in the Plan. The amount of each payroll deduction specified in an
Authorization for each such payroll period shall be a whole percentage amount
determined by the Committee, unless otherwise determined by the Committee to
be a whole dollar amount, in either case not to exceed 10%, or such lesser
percentage as may be determined by the Committee, of the participant's base
rate of pay for the Purchase Period, determined on the first day of the
Purchase Period (before withholding or other deductions), paid to him or her
by any of the Participating Companies.
 
  Payroll deductions (and any other amount paid under the Plan) shall be made
for each participant in accordance with such participant's Authorization until
such participant's participation in the Plan terminates, such participant's
Authorization is revised or the Plan terminates, all as hereinafter provided.
 
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  A participant may change the amount of his or her payroll deduction
effective as of the first day of any Purchase Period by filing a new
Authorization with the Company or its designated agent at the time and in the
manner specified by the Committee. A participant may not change the amount of
his or her payroll deduction effective as of any date other than the first day
of a Purchase Period, except that a participant may elect to terminate his or
her participation in the Plan as provided in Section 7.
 
  Payroll deductions for each participant shall be credited to a purchase
account established on behalf of the participant on the books of the
participant's employer or such employer's designated agent (a "Purchase
Account"). At the end of each Purchase Period, the amount in each
participant's Purchase Account will be applied to the purchase from the
Company of the number of Common Shares determined by dividing such amount by
the Purchase Price (as defined in Section 5) for such Purchase Period. No
interest shall accrue at any time for any amount credited to a Purchase
Account of a participant.
 
  (b) Other Methods of Participation. The Committee may, in its discretion,
establish additional procedures whereby Eligible Employees may participate in
the Plan by means other than payroll deduction, including, but not limited to,
delivery of funds by participants in a lump sum or automatic charges to
participants' bank accounts. Such other methods of participating shall be
subject to such rules and conditions as the Committee may establish. The
Committee may at any time amend, suspend or terminate any participation
procedures established pursuant to this paragraph without prior notice to any
participant or Eligible Employee.
 
  5. Purchase Price. The purchase price (the "Purchase Price") per Common
Share hereunder for any Purchase Period shall be determined by the Committee,
provided, however, that such price shall be between 85% and 100% of the fair
market value of a Common Share on the last day of such Purchase Period. If
such sum results in a fraction of one cent, the Purchase Price shall be
increased to the next higher full cent. The fair market value of a Common
Share on a given day shall be deemed to be the closing sale price per share
for the Common Shares on the New York Stock Exchange on such day or, if there
shall be no such sale of Common Shares on such day, then on the next preceding
day on which there shall have been such a sale. In no event, however, shall
the Purchase Price be less than the par value of the Common Shares.
 
  6. Issuance of Shares. The Common Shares purchased by each participant shall
be considered to be issued and outstanding to such participant's credit as of
the close of business on the last day of each Purchase Period. The total
number of Common Shares purchased by all participants during each Purchase
Period shall be issued, as of the last day in such Purchase Period, to a
nominee or agent for the benefit of the participants. A participant will be
issued a certificate for his or her shares when his or her participation in
the Plan is terminated, the Plan is terminated or upon request, but in the
last case only in denominations of at least 25 shares; provided, however, that
no certificate shall be issued to a participant who is then employed by the
Company with respect to any shares which have been outstanding to such
participant's credit for less than two years.
 
  After the close of each Purchase Period, a report will be sent to each
participant stating the entries made to such participant's Purchase Account,
the number of Common Shares purchased and the applicable Purchase Price. In
the event that the maximum number of Common Shares are purchased by the
participant for the Purchase Period and cash remains credited to the
participant's Purchase Account, such cash shall be delivered promptly to such
participant.
 
  7. Termination of Participation. A participant may elect at any time to
terminate his or her participation in the Plan, provided such election is
received by the Company or its designated agent in writing prior to the date
specified by the Committee for termination of participation during the
Purchase Period for which such termination is to be effective. Upon any such
termination, the cash credited to such participant's Purchase Account on the
date of such termination, one or more certificates for the number of full
Common Shares held for his or her benefit, and the cash equivalent for any
fractional share so held shall be delivered promptly to such participant. Such
cash equivalent shall be determined by multiplying the fractional share by the
fair market value of a Common Share on the last day of the Purchase Period
immediately preceding such termination, determined as provided in Section 5.
 
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  If the participant dies, terminates employment with the Participating
Companies for any reason, or otherwise ceases to be an Eligible Employee, such
participant's participation in the Plan shall immediately terminate. Upon such
terminating event, the cash credited to such participant's Purchase Account on
the date of such termination, one or more certificates for the number of full
Common Shares held for such participant's benefit, and the cash equivalent of
any fractional share so held, determined as provided above in this Section 7,
shall be delivered promptly to such participant or his or her legal
representative, as the case may be.
 
  Notwithstanding anything herein to the contrary, if a participant sells,
assigns, transfers or otherwise disposes of any shares of Common Stock which
are purchased under the Plan within two years of the date of purchase of such
shares under the Plan, such participant shall automatically cease to be
eligible to participate in the Plan on the next eight Purchase Periods next
following the date on which the Company becomes aware of the most recent such
disposition. A participant who transfers shares to a trust or brokerage
account may restore such person's right to participate in the Plan by re-
registering such shares in the participant's name within three months of
notice from the Company and delivering a copy of the certificate representing
such re-registered shares to the Compensation and Employee Benefits department
of the Company.
 
  8. Termination or Amendment of the Plan. The Company, by action of the Board
or the Committee, may terminate the Plan at any time, in which case notice of
such termination shall be given to all participants, but any failure to give
such notice shall not impair the effectiveness of the termination.
 
  Without any action being required, the Plan shall terminate in any event
when the maximum number of Common Shares to be sold under the Plan (as
provided in Section 12) has been purchased. Such termination shall not impair
any rights which under the Plan shall have vested on or prior to the date of
such termination. If at any time the number of Common Shares remaining
available for purchase under the Plan are not sufficient to satisfy all then-
outstanding purchase rights, the Board or Committee may determine an equitable
basis of apportioning available Common Shares among all participants.
 
  The Board or the Committee may amend the Plan from time to time in any
respect for any reason; provided, however, no such amendment shall (a)
materially adversely affect any purchase rights outstanding under the Plan
during the Purchase Period in which such amendment is to be effected, (b)
increase the maximum number of Common Shares which may be purchased under the
Plan, (c) decrease the Purchase Price of the Common Shares for any Purchase
Period below 85% of the fair market value thereof on the last day of such
Purchase Period or (d) adversely affect the qualification of the Plan under
section 423 of the Code.
 
  Upon termination of the Plan, one or more certificates for the number of
full Common Shares held for each participant's benefit, the cash equivalent of
any fractional share so held, determined as provided in Section 7, and, except
as otherwise provided in Section 14, the cash, if any, credited to the such
participant's Purchase Account, shall be distributed promptly to such
participant.
 
  9. Non-Transferability. Rights acquired under the Plan are not transferable
and may be exercised only by a participant.
 
  10. Shareholder's Rights. No Eligible Employee or participant shall by
reason of the Plan have any rights of a shareholder of the Company until he or
she shall acquire Common Shares as herein provided.
 
  11. Administration of the Plan. The Plan shall be administered by the
Compensation Committee of the Board of Directors of Donnelley Enterprise
Solutions Incorporated (the "Committee"). In addition to the power to amend or
terminate the Plan pursuant to Section 8, the Committee shall have full power
and authority to: (i) interpret and administer the Plan and any instrument or
agreement entered into under the Plan; (ii) establish such rules and
regulations and appoint such agents as it shall deem appropriate for the
proper administration of the Plan; and (iii) make any other determination and
take any other action that the Committee deems necessary or desirable for
administration of the Plan. Decisions of the Committee shall be final,
conclusive and binding upon all persons, including the Company, any
participant and any other employee of the Company. A majority of the members
of the Committee may determine its actions and fix the time and place of its
meetings.
 
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  The Plan shall be administered so as to ensure that all participants have
the same rights and privileges as are provided by section 423(b)(5) of the
Code.
 
  12. Maximum Number of Shares. The maximum number of Common Shares which may
be purchased under the Plan is 200,000 subject, however, to adjustment as
hereinafter set forth. Common Shares sold hereunder may be treasury shares,
authorized and unissued shares, or a combination thereof. If the Company
shall, at any time after the effective date of the Plan, change its issued
Common Shares into an increased number of shares, with or without par value,
through a stock dividend or a split-up of shares, or into a decreased number
of shares, with or without par value, through a combination of shares, then,
effective with the record date for such change, the maximum number of Common
Shares which thereafter may be purchased under the Plan and the maximum number
of shares which thereafter may be purchased during any Purchase Period shall
be the maximum number of shares which, immediately prior to such record date,
remained available for purchase under the Plan and Purchase Period
proportionately increased, in case of such stock dividend or split-up, or
proportionately decreased in case of such combination of shares.
 
  13. Miscellaneous. Except as otherwise expressly provided herein, any
Authorization, election or notice under the Plan from an Eligible Employee or
participant shall be delivered to the Company or its designated agent and,
subject to any limitations specified in the Plan, shall be effective when so
delivered. The Plan, and the Company's obligation to sell and deliver Common
Shares hereunder, shall be subject to all applicable federal and state laws,
rules and regulations, and to such approval by any regulatory or governmental
agency as may, in the opinion of counsel for the Company, be required.
 
  14. Change in Control. In order to maintain the participants' rights in the
event of any Change in Control of the Company, as hereinafter defined, upon
such Change in Control the then current Purchase Period shall thereupon end,
and all participants' Purchase Accounts shall be applied to purchase shares
pursuant to Section 5, and the Plan shall immediately thereafter terminate.
"Change in Control" shall have the meaning assigned to such term in the
Donnelley Enterprise Solutions Incorporated Corporation 1996 Stock Incentive
Plan.
 
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