<PAGE>   1

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 2001
                                                  REGISTRATION NO. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                           R.H. DONNELLEY CORPORATION
             (Exact name of registrant as specified in its charter)
                (Formerly named The Dun & Bradstreet Corporation)

<TABLE>
<S>                                          <C>                                       <C>
               DELAWARE                                  2741                               13-2740040
     (State or Other Jurisdiction            (Primary Standard Industrial                (I.R.S. Employer
   of Incorporation or Organization)         Classification Code Number)               Identification No.)
</TABLE>

                             ONE MANHATTANVILLE ROAD
                            PURCHASE, NEW YORK 10577
                                 (914) 933-6400
                    (Address of Principal Executive Offices)


                           R.H. DONNELLEY CORPORATION
                             2001 PARTNERSHARE PLAN
                            (Full Title of the Plan)


                              ROBERT J. BUSH, ESQ.
             VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
                           R.H. DONNELLEY CORPORATION
                            PURCHASE, NEW YORK 10577
                     (Name and Address of Agent for Service)

   Telephone Number, Including Area Code, of Agent for Service: (914) 933-6400



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                 PROPOSED
                                                                  MAXIMUM           PROPOSED
                                                AMOUNT           OFFERING           MAXIMUM            AMOUNT OF
          TITLE OF SECURITIES                    TO BE           PRICE PER     AGGREGATE OFFERING    REGISTRATION
            TO BE REGISTERED                  REGISTERED         SHARE (2)          PRICE(2)              FEE
            ----------------                  ----------         ---------          --------              ---
<S>                                         <C>                  <C>           <C>                   <C>
Common Stock (par value $1.00 per
   share) (1)........................       140,000 shares        $26.45           $3,703,000            $926
</TABLE>

(1)  Plus an indeterminate amount of additional shares that may be offered and
     issued to prevent dilution resulting from stock splits, stock dividends and
     similar transactions.

(2)  As of the date hereof, all options to purchase shares under the 2001
     PartnerShare Plan were outstanding at an exercise price of $26.45 per
     share. In accordance with Rule 457(h) under the Securities Act of 1933, the
     registration fee for these shares is based upon this exercise price.

                      THIS REGISTRATION STATEMENT INCLUDES A TOTAL OF 16 PAGES.

                                                     EXHIBIT INDEX ON PAGE 7.
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         R.H. Donnelley Corporation, formerly known as The Dun & Bradstreet
Corporation (the "Registrant"), hereby files this Registration Statement on Form
S-8 with the Securities and Exchange Commission (the "Commission") to register
140,000 shares of the Registrant's Common Stock, par value $1.00 per share
("Common Stock"), for issuance pursuant to the Registrant's 2001 PartnerShare
Plan (the "Plan"), as well as such indeterminate number of shares of Common
Stock as may be offered and issued pursuant to the Plan to prevent dilution
resulting from stock splits, stock dividends and similar transactions.

             ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents of the Registrant filed with the Commission
pursuant to the Securities and Exchange Act of 1934, as amended (the "1934
Act"), (Commission 1934 Act File Number 001-07155) are incorporated by reference
herein:

      (1) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000.

      (2) Registrant's Current Report on Form 8-K dated January 11, 2001.

      (3) All other reports filed with the Commission by the Registrant pursuant
to Section 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date
hereof (and prior to the filing of a post-effective amendment which indicates
that all securities offered herein have been sold or which deregisters all
securities then remaining unsold).

      (4) The description of the Registrant's Common Stock contained in the
following documents: Registrant's Registration Statement on Form S-3
(Registration No. 33-10462) dated November 28, 1986, including any amendment
thereto or report filed for the purpose of updating such description; and the
Registrant's Form 8-A filed with the Securities and Exchange Commission on
November 5, 1998 with respect to a rights plan adopted by the Registrant on
October 27, 1998.

     Any statement contained herein or made in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which is
also incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


                        ITEM 4. DESCRIPTION OF SECURITIES

     Not applicable.

                 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.


                                       2
<PAGE>   3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Reference is made to section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which enables a corporation in its certificate of
incorporation to eliminate or limit the personal liability of a director for
violations of the director's fiduciary duty, except (i) for breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to section 174 of the DGCL (providing
for liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions) or (iv) for any transaction from which a director
derived an improper personal benefit. The Registrant's certificate of
incorporation eliminates the liability of directors to the fullest extent
permitted by Delaware Law.

     Reference is made to section 145 of the DGCL which provides that a
corporation may indemnify directors and officers as well as other employees and
agents against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation (a "derivative action")) if
they act in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorney's fees) incurred in connection with defense or settlement of such
action, and the statute requires court approval before there can be
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise. The
Registrant's certificate of incorporation provides for indemnification of its
directors, officers, employees and agents to the fullest extent permitted by
Delaware Law.

     In addition, the Registrant has purchased and maintains directors' and
officers' liability insurance.

                   ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                ITEM 8. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER            EXHIBIT
<S>               <C>

4.01.             Certificate of Incorporation of the Registrant (incorporated
                  herein 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).*

4.02.             Amended and Restated Bylaws of the Registrant (incorporated
                  herein 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).*

4.03.             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).*

4.04.             Amendment No. 1 to Rights Agreement dated as of February 26,
                  2001 by and among the Registrant, First Chicago Trust Company
                  of New York and The Bank of New York (incorporated by
                  reference to Exhibit 4.5 to the Registrant's Annual Report on
                  Form 10-K for the year ended December 31, 2000).*
</TABLE>

------------------
* Incorporated by reference.

                                       3
<PAGE>   4
<TABLE>
<S>               <C>
5.01.             Opinion of Robert J. Bush, Esq.

23.01.            Consent of Independent Public Accountants -
                  PricewaterhouseCoopers LLP.

23.02.            Consent of Robert J. Bush, Esq. (contained in his opinion
                  filed as Exhibit 5.01)

24.01.            Powers of Attorney (included on the signature page of this
                  Registration Statement).

99.01.            2001 PartnerShare Plan
</TABLE>

                              ITEM 9. UNDERTAKINGS

     (a)   The undersigned Registrant hereby undertakes:

           (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in this Registration Statement or any material change
     to such information in this Registration Statement;

           (2) That for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof; and

           (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

      (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                       4
<PAGE>   5
                                   SIGNATURES

     The Registrant, pursuant to the requirements of the Securities Act of
1933, certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Purchase, State of New York, on this 30th day of
April 2001.


                                R.H. DONNELLEY CORPORATION


                                By  /s/ Robert J. Bush
                                   --------------------------------------------
                                    Robert J. Bush
                                    Vice President and General Counsel


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, constitutes and appoints Frank R. Noonan, Philip C. Danford and Robert J.
Bush and each of them, our true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, to do any and all acts and things
and execute, in the name of the undersigned, any and all instruments which said
attorneys-in-fact and agents may deem necessary or advisable in order to enable
R. H. Donnelley Corporation to comply with the Securities Act of 1933 and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing with the Securities and Exchange Commission of the
Registration Statement on Form S-8 under the Securities Act of 1933, including
specifically but without limitation, power and authority to sign the name of the
undersigned to such Registration Statement, and any amendments to such
Registration Statement (including post-effective amendments), and to file the
same with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, to sign any and all applications,
registration statements, notices or other documents necessary or advisable to
comply with applicable state securities laws, and to file the same, together
with other documents in connection therewith with the appropriate state
securities authorities, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and to perform each and every act
and thing requisite or necessary to be done in and about the premises, as fully
and to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

                                       5
<PAGE>   6
                                   SIGNATURES

<TABLE>
<S>                                         <C>                                 <C>
   /s/ Frank R. Noonan                      Chairman of the Board and           April 30, 2001
-------------------------------             Chief Executive Officer
 (Frank R. Noonan)

   /s/ Philip C. Danford                    Senior Vice President and           April 30, 2001
-------------------------------             Chief Financial Officer
 (Philip C. Danford)

   /s/ William C. Drexler                   Vice President and Controller       April 30, 2001
-------------------------------
 (William C. Drexler)

                                            Director                            April __, 2001
-------------------------------
 (Diane P. Baker)

   /s/ Kenneth G. Campbell                  Director                            April 30, 2001
-------------------------------
 (Kenneth G. Campbell)

   /s/ Darius W. Gaskins Jr.                Director                            April 30, 2001
-------------------------------
 (Darius W. Gaskins Jr.)

   /s/ William G. Jacobi                    Director                            April 30, 2001
-------------------------------
 (William G. Jacobi)

   /s/ Robert Kamerschen                    Director                            April 30, 2001
-------------------------------
 (Robert Kamerschen)

   /s/ Carol J. Parry                       Director                            April 30, 2001
-------------------------------
 (Carol J. Parry)

   /s/ Barry Lawson Williams                Director                            April 30, 2001
-------------------------------
 (Barry Lawson Williams)
</TABLE>

                                       6
<PAGE>   7
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                   EXHIBIT
<S>               <C>
4.01.             Certificate of Incorporation of the Registrant (incorporated
                  herein 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).*

4.02.             Amended and Restated Bylaws of the Registrant (incorporated
                  herein 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).*

4.03.             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).*

4.04.             Amendment No. 1 to Rights Agreement dated as of February 26,
                  2001 by and among the Registrant, First Chicago Trust Company
                  of New York and The Bank of New York (incorporated by
                  reference to Exhibit 4.5 to the Registrant's Annual Report on
                  Form 10-K for the year ended December 31, 2000).*

5.01.             Opinion of Robert J. Bush, Esq.

23.01.            Consent of Independent Public Accountants -
                  PricewaterhouseCoopers LLP.

23.02.            Consent of Robert J. Bush, Esq. (contained in his opinion
                  filed as Exhibit 5.01)

24.01.            Powers of Attorney (included on the signature page of this
                  Registration Statement).

99.01.            2001 PartnerShare Plan
</TABLE>

-------------------
*INCORPORATED BY REFERENCE.

                                       7
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{"company-data": {"conformed-name": "R H DONNELLEY CORP", "cik": "0000030419", "assigned-sic": "7310", "irs-number": "132740040", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59790", "film-number": "1615399"}, "business-address": {"street1": "ONE MANHATTANVILLE ROAD", "city": "PURCHASE", "state": "NY", "zip": "10577", "phone": "9149336800"}, "mail-address": {"street1": "1 DIAMOND HILL RD", "city": "MURRAY HILL", "state": "NJ", "zip": "07974"}, "former-company": [{"former-conformed-name": "DUN & BRADSTREET CORP", "date-changed": "19920703"}, {"former-conformed-name": "DUN & BRADSTREET COMPANIES INC", "date-changed": "19790429"}]}
1

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 2001
                                                  REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                           R.H. DONNELLEY CORPORATION
             (Exact name of registrant as specified in its charter)
                (Formerly named The Dun & Bradstreet Corporation)
DELAWARE                                  2741                               13-2740040
     (State or Other Jurisdiction            (Primary Standard Industrial                (I.R.S. Employer
   of Incorporation or Organization)         Classification Code Number)               Identification No.)
ONE MANHATTANVILLE ROAD
                            PURCHASE, NEW YORK 10577
                                 (914) 933-6400
                    (Address of Principal Executive Offices)

                           R.H. DONNELLEY CORPORATION
                             2001 PARTNERSHARE PLAN
                            (Full Title of the Plan)

                              ROBERT J. BUSH, ESQ.
             VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
                           R.H. DONNELLEY CORPORATION
                            PURCHASE, NEW YORK 10577
                     (Name and Address of Agent for Service)

   Telephone Number, Including Area Code, of Agent for Service: (914) 933-6400

                         CALCULATION OF REGISTRATION FEE
PROPOSED
                                                                  MAXIMUM           PROPOSED
                                                AMOUNT           OFFERING           MAXIMUM            AMOUNT OF
          TITLE OF SECURITIES                    TO BE           PRICE PER     AGGREGATE OFFERING    REGISTRATION
            TO BE REGISTERED                  REGISTERED         SHARE (2)          PRICE(2)              FEE
            ----------------                  ----------         ---------          --------              ---
Common Stock (par value $1.00 per
   share) (1)........................       140,000 shares        $26.45           $3,703,000            $926
(1)  Plus an indeterminate amount of additional shares that may be offered and
     issued to prevent dilution resulting from stock splits, stock dividends and
     similar transactions.

(2)  As of the date hereof, all options to purchase shares under the 2001
     PartnerShare Plan were outstanding at an exercise price of $26.45 per
     share. In accordance with Rule 457(h) under the Securities Act of 1933, the
     registration fee for these shares is based upon this exercise price.

                      THIS REGISTRATION STATEMENT INCLUDES A TOTAL OF 16 PAGES.

                                                     EXHIBIT INDEX ON PAGE 7.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         R.H. Donnelley Corporation, formerly known as The Dun & Bradstreet
Corporation (the "Registrant"), hereby files this Registration Statement on Form
S-8 with the Securities and Exchange Commission (the "Commission") to register
140,000 shares of the Registrant's Common Stock, par value $1.00 per share
("Common Stock"), for issuance pursuant to the Registrant's 2001 PartnerShare
Plan (the "Plan"), as well as such indeterminate number of shares of Common
Stock as may be offered and issued pursuant to the Plan to prevent dilution
resulting from stock splits, stock dividends and similar transactions.

             ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents of the Registrant filed with the Commission
pursuant to the Securities and Exchange Act of 1934, as amended (the "1934
Act"), (Commission 1934 Act File Number 001-07155) are incorporated by reference
herein:

      (1) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000.

      (2) Registrant's Current Report on Form 8-K dated January 11, 2001.

      (3) All other reports filed with the Commission by the Registrant pursuant
to Section 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date
hereof (and prior to the filing of a post-effective amendment which indicates
that all securities offered herein have been sold or which deregisters all
securities then remaining unsold).

      (4) The description of the Registrant's Common Stock contained in the
following documents: Registrant's Registration Statement on Form S-3
(Registration No. 33-10462) dated November 28, 1986, including any amendment
thereto or report filed for the purpose of updating such description; and the
Registrant's Form 8-A filed with the Securities and Exchange Commission on
November 5, 1998 with respect to a rights plan adopted by the Registrant on
October 27, 1998.

     Any statement contained herein or made in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which is
also incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

                        ITEM 4. DESCRIPTION OF SECURITIES

     Not applicable.

                 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

                                       2
3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Reference is made to section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which enables a corporation in its certificate of
incorporation to eliminate or limit the personal liability of a director for
violations of the director's fiduciary duty, except (i) for breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to section 174 of the DGCL (providing
for liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions) or (iv) for any transaction from which a director
derived an improper personal benefit. The Registrant's certificate of
incorporation eliminates the liability of directors to the fullest extent
permitted by Delaware Law.

     Reference is made to section 145 of the DGCL which provides that a
corporation may indemnify directors and officers as well as other employees and
agents against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation (a "derivative action")) if
they act in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorney's fees) incurred in connection with defense or settlement of such
action, and the statute requires court approval before there can be
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise. The
Registrant's certificate of incorporation provides for indemnification of its
directors, officers, employees and agents to the fullest extent permitted by
Delaware Law.

     In addition, the Registrant has purchased and maintains directors' and
officers' liability insurance.

                   ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                ITEM 8. EXHIBITS
EXHIBIT
NUMBER            EXHIBIT
4.01.             Certificate of Incorporation of the Registrant (incorporated
                  herein 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).*

4.02.             Amended and Restated Bylaws of the Registrant (incorporated
                  herein 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).*

4.03.             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).*

4.04.             Amendment No. 1 to Rights Agreement dated as of February 26,
                  2001 by and among the Registrant, First Chicago Trust Company
                  of New York and The Bank of New York (incorporated by
                  reference to Exhibit 4.5 to the Registrant's Annual Report on
                  Form 10-K for the year ended December 31, 2000).*
------------------
* Incorporated by reference.

                                       3
4
5.01.             Opinion of Robert J. Bush, Esq.

23.01.            Consent of Independent Public Accountants -
                  PricewaterhouseCoopers LLP.

23.02.            Consent of Robert J. Bush, Esq. (contained in his opinion
                  filed as Exhibit 5.01)

24.01.            Powers of Attorney (included on the signature page of this
                  Registration Statement).

99.01.            2001 PartnerShare Plan
ITEM 9. UNDERTAKINGS

     (a)   The undersigned Registrant hereby undertakes:

           (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in this Registration Statement or any material change
     to such information in this Registration Statement;

           (2) That for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof; and

           (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

      (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                       4
5
                                   SIGNATURES

     The Registrant, pursuant to the requirements of the Securities Act of
1933, certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Purchase, State of New York, on this 30th day of
April 2001.

                                R.H. DONNELLEY CORPORATION

                                By  /s/ Robert J. Bush
                                   --------------------------------------------
                                    Robert J. Bush
                                    Vice President and General Counsel

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, constitutes and appoints Frank R. Noonan, Philip C. Danford and Robert J.
Bush and each of them, our true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, to do any and all acts and things
and execute, in the name of the undersigned, any and all instruments which said
attorneys-in-fact and agents may deem necessary or advisable in order to enable
R. H. Donnelley Corporation to comply with the Securities Act of 1933 and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing with the Securities and Exchange Commission of the
Registration Statement on Form S-8 under the Securities Act of 1933, including
specifically but without limitation, power and authority to sign the name of the
undersigned to such Registration Statement, and any amendments to such
Registration Statement (including post-effective amendments), and to file the
same with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, to sign any and all applications,
registration statements, notices or other documents necessary or advisable to
comply with applicable state securities laws, and to file the same, together
with other documents in connection therewith with the appropriate state
securities authorities, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and to perform each and every act
and thing requisite or necessary to be done in and about the premises, as fully
and to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

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                                   SIGNATURES
/s/ Frank R. Noonan                      Chairman of the Board and           April 30, 2001
-------------------------------             Chief Executive Officer
 (Frank R. Noonan)

   /s/ Philip C. Danford                    Senior Vice President and           April 30, 2001
-------------------------------             Chief Financial Officer
 (Philip C. Danford)

   /s/ William C. Drexler                   Vice President and Controller       April 30, 2001
-------------------------------
 (William C. Drexler)

                                            Director                            April __, 2001
-------------------------------
 (Diane P. Baker)

   /s/ Kenneth G. Campbell                  Director                            April 30, 2001
-------------------------------
 (Kenneth G. Campbell)

   /s/ Darius W. Gaskins Jr.                Director                            April 30, 2001
-------------------------------
 (Darius W. Gaskins Jr.)

   /s/ William G. Jacobi                    Director                            April 30, 2001
-------------------------------
 (William G. Jacobi)

   /s/ Robert Kamerschen                    Director                            April 30, 2001
-------------------------------
 (Robert Kamerschen)

   /s/ Carol J. Parry                       Director                            April 30, 2001
-------------------------------
 (Carol J. Parry)

   /s/ Barry Lawson Williams                Director                            April 30, 2001
-------------------------------
 (Barry Lawson Williams)
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                                INDEX TO EXHIBITS
EXHIBIT
NUMBER                   EXHIBIT
4.01.             Certificate of Incorporation of the Registrant (incorporated
                  herein 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).*

4.02.             Amended and Restated Bylaws of the Registrant (incorporated
                  herein 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).*

4.03.             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).*

4.04.             Amendment No. 1 to Rights Agreement dated as of February 26,
                  2001 by and among the Registrant, First Chicago Trust Company
                  of New York and The Bank of New York (incorporated by
                  reference to Exhibit 4.5 to the Registrant's Annual Report on
                  Form 10-K for the year ended December 31, 2000).*

5.01.             Opinion of Robert J. Bush, Esq.

23.01.            Consent of Independent Public Accountants -
                  PricewaterhouseCoopers LLP.

23.02.            Consent of Robert J. Bush, Esq. (contained in his opinion
                  filed as Exhibit 5.01)

24.01.            Powers of Attorney (included on the signature page of this
                  Registration Statement).

99.01.            2001 PartnerShare Plan
-------------------
*INCORPORATED BY REFERENCE.

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