As filed with the Securities and Exchange Commission on April 1, 1999
                                              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 issuer as specified in its charter)
                (Formerly named The Dun & Bradstreet Corporation)


    Delaware                       2741                       13-2740040
(State or other         (Primary Standard Industrial       (I.R.S. Employer
jurisdiction of              Classification Code          Identification No.)
incorporation or                  Number)        
or organization)

                             One Manhattanville Road
                            Purchase, New York 10577
                                 (914) 933-6400
                    (Address of principal executive offices)
                             -----------------------

                           R.H. DONNELLEY CORPORATION
                           1998 DIRECTORS' STOCK PLAN
                            (Full title of the plan)
                             -----------------------

                              Stephen B. Wiznitzer
                           R.H. Donnelley Corporation
                            Purchase, New York 10577
                                 (914) 933-6400
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (914) 933-6400
                             -----------------------


                         CALCULATION OF REGISTRATION FEE

<TABLE>

                                                                    Proposed                                           
                                                                    Maximum             Proposed                       
                                                 Amount             Offering            Maximum             Amount of
          Title Of Securities                     to be              Price         Aggregate Offering     Registration
            to be Registered                  Registered(1)       Per Share(2)          Price(2)               Fee(2)
-----------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                   <C>              <C>                    <C>         

Common Stock (par value $1.00 per           
   share)...............................    150,000 shares(3)      $14.71875         $2,212,265.625          $615.01
=======================================================================================================================
</TABLE>

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

(2)  As the date hereof, options to purchase 7,500 shares of common stock under
     the 1998 Directors' Stock Plan were outstanding at an aggregate exercise
     price of $15.3125 per share. In accordance with Rule 457(h) under the
     Securities Act of 1933, the registration fee for the foregoing shares is
     based upon this exercise price. In accordance with Rule 457(c) under the
     Securities Act of 1933, solely for the purpose of calculating the
     registration fee for the remaining 142,500 shares available under the 1998
     Directors' Stock Plan, the maximum offering price per unit is based on the
     average of the high and low prices of the common stock on the New York
     Stock Exchange Composite Transaction Tape on March 29, 1999.

(3)  Reflects a one-for-five reverse split of the Registrant's common stock,
     effective August 24, 1998.


            The Registrationn Statement Includes a Total of 31 Pages.
                            Exhibit Index on Page 8.

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


                                        1

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         R.H. Donnelley Corporation, formerly The Dun & Bradstreet Corporation, 
(the "Registrant") hereby files this Registration Statement with the Securities
and Exchange Commission (the "Commission") on Form S-8 to register 150,000
shares of the Registrant's Common Stock, par value $1.00 per share ("Common
Stock"), for issuance pursuant to the Registrant's 1998 Directors' Stock Plan
(the "Plan") and such indeterminate number of additional shares which may be
offered and issued pursuant to the Plan to prevent dilution resulting from stock
splits, stock dividends or similar transactions.

             ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents 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 and amendments thereto on Form 10-K for 
the fiscal year ended December 31 1998.

         (2) 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).

         (3) 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 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

                                        2

<PAGE>



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
                      Amendment No. 1 to the Registrant's Registration
                      Statement on Form S-4, File No. 333-59287).*

4.02................  Amended and Restated Bylaws of the Registrant 
                      (Incorporated herein by reference to Exhibit 3.2 to the
                      Registrant's Registration Statement on Form S-4, File No.
                      333- 59287).*

5.01................  Opinion of Davis Polk & Wardwell.

23.01...............  Consent of Independent Public Accountants - 
                      PricewaterhouseCoopers LLP.

23.02...............  Consent of Davis Polk & Wardwell (included in their
                      opinion filed as Exhibit 5.01).

24.01...............  Powers of Attorney (included on the signature page of 
                      this registration statement).

99.01...............  Form of the R.H. Donnelley 1998 Directors' Stock Plan.

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

                          * Incorporated by reference.


                              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:

                   (i) To include any prospectus required by Section 10(a)(3) of
               the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events
              arising after the effective date of this Registration Statement
              (or the most recent post-effective amendment thereof) which,
              individually or in the aggregate, represent a fundamental change
              in the information set forth in this Registration Statement.
              Notwithstanding the foregoing, any increase or decrease in volume
              of securities offered (if the total dollar value of securities
              offered would not exceed that which was registered) and any
              deviation from the low or high and of the estimated maximum
              offering range may be reflected in the form of prospectus filed
              with the Commission

                                        3

<PAGE>



              pursuant to Rule 424(b) if, in the aggregate, the changes in
              volume and price represent no more than 20 percent change in the
              maximum aggregate offering price set forth in the "Calculation of
              Registration Fee" table in this Registration Statement; and

                 (iii) 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;

              provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
              apply if the registration statement is on Form S-3, Form S-8 or
              Form F-3, and the information required to be included in a
              post-effective amendment by those paragraphs is contained in
              periodic reports filed with or furnished to the Commission by the
              Registrant pursuant to Section 13 or Section 15(d) of the
              Securities Exchange Act of 1934 that are incorporated by reference
              into this Registration Statement;

              (2) That for the purpose of determining any liability under the 
          1933 Act, 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 the 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 1933 
Act 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.


                                     EXPERTS

         The consolidated balance sheets as of December 31, 1998 and 1997 and 
the related consolidated statements of operations, shareholders' equity
(deficit), and cash flows for each of the three years in the period ended
December 31, 1998, incorporated by reference in this S-8, have been incorporated
herein in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of that firm as experts in accounting and
auditing. 

         The validity of the Common Stock offered hereunder has been passed
upon by Davis Polk & Wardwell, New York, New York.

                                        4

<PAGE>




                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the 
Registrant 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 1st day of April
1999.

                                 R.H. DONNELLEY CORPORATION

                                 By  /s/ Frank R. Noonan 
                                    -------------------------------
                                    Frank R. Noonan
                                    Chairman of the Board, President and Chief
                                    Executive Officer


                                        5

<PAGE>



                                POWER OF ATTORNEY

         Know all men by these present, that each person whose signature appears
below, constitutes and appoints Frank R. Noonan, Philip C. Danford and Stephen
B. Wiznitzer 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.


                                        6

<PAGE>



         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.

SIGNATURE                   TITLE                                 DATE
---------                   -----                                 ----

/s/  Frank R. Noonan        Chairman-of-the Board of Directors,   April 1, 1999
-------------------------   President and Chief Executive Officer
     Frank R. Noonan

/s/  Philip C. Danford      Senior-Vice-President and Chief       April 1, 1999
-------------------------   Financial Officer
     Philip C. Danford

/s/  Diane P. Baker         Director                              April 1, 1999
-------------------------
     Diane P. Baker
                            
/s/  William G. Jacobi      Director                              April 1, 1999
-------------------------
     William G. Jacobi
                            
/s/  Robert J. Kamerschen   Director                              April 1, 1999
-------------------------
     Robert J. Kamerschen
                            
/s/  Carol J. Parry         Director                              April 1, 1999
-------------------------
     Carol J. Parry
                           
/s/  Barry L. Williams      Director                              April 1, 1999
-------------------------
     Barry L. Williams
                         
/s/  Anna Patruno           Vice-President-and Controller         April 1, 1999
-------------------------
     Anna Patruno



                                        7

<PAGE>


                                INDEX TO EXHIBITS


     Exhibit                                                                  
     Number     Exhibit                               
     ------     -------               
      4.01     Certificate of Incorporation of the Registrant (Incorporated 
               herein by reference to Exhibit 3.1 to Amendment No. 1 to the 
               Registrant's 1933 Act Registration Statement on Form S-4, File 
               No. 333-59287).*

      4.02     Amended and Restated Bylaws of the Registrant (Incorporated
               herein by reference to Exhibit 3.2 to the Registrant's
               Registration Statement on Form S-4, File No. 333-59287).*

      5.01     Opinion of Davis Polk & Wardwell.

      23.01    Consent of Independent Public Accountants - 
               PricewaterhouseCoopers LLP.

      23.02    Consent of Davis Polk & Wardwell (included in their opinion 
               filed as Exhibit 5.01).

      24.01    Powers of Attorney (included on the signature page of this
               registration statement).

      99.01    Form of the R.H. Donnelley Corporation 1998 Directors' Stock 
               Plan.
-------------------                                       

* Incorporated by reference.


                                        8

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22153}]
{"company-data": {"conformed-name": "R H DONNELLEY CORP", "cik": "0000030419", "assigned-sic": "8700", "irs-number": "132740040", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75539", "film-number": "99586346"}, "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"}]}
As filed with the Securities and Exchange Commission on April 1, 1999
                                              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 issuer as specified in its charter)
                (Formerly named The Dun & Bradstreet Corporation)

    Delaware                       2741                       13-2740040
(State or other         (Primary Standard Industrial       (I.R.S. Employer
jurisdiction of              Classification Code          Identification No.)
incorporation or                  Number)        
or organization)

                             One Manhattanville Road
                            Purchase, New York 10577
                                 (914) 933-6400
                    (Address of principal executive offices)
                             -----------------------

                           R.H. DONNELLEY CORPORATION
                           1998 DIRECTORS' STOCK PLAN
                            (Full title of the plan)
                             -----------------------

                              Stephen B. Wiznitzer
                           R.H. Donnelley Corporation
                            Purchase, New York 10577
                                 (914) 933-6400
                     (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         Aggregate Offering     Registration
            to be Registered                  Registered(1)       Per Share(2)          Price(2)               Fee(2)
-----------------------------------------------------------------------------------------------------------------------
Common Stock (par value $1.00 per           
   share)...............................    150,000 shares(3)      $14.71875         $2,212,265.625          $615.01
=======================================================================================================================
(1)  Plus an indeterminate number of additional shares which may be offered and
     issued to prevent dilution resulting from stock splits, stock dividends or
     similar transactions.

(2)  As the date hereof, options to purchase 7,500 shares of common stock under
     the 1998 Directors' Stock Plan were outstanding at an aggregate exercise
     price of $15.3125 per share. In accordance with Rule 457(h) under the
     Securities Act of 1933, the registration fee for the foregoing shares is
     based upon this exercise price. In accordance with Rule 457(c) under the
     Securities Act of 1933, solely for the purpose of calculating the
     registration fee for the remaining 142,500 shares available under the 1998
     Directors' Stock Plan, the maximum offering price per unit is based on the
     average of the high and low prices of the common stock on the New York
     Stock Exchange Composite Transaction Tape on March 29, 1999.

(3)  Reflects a one-for-five reverse split of the Registrant's common stock,
     effective August 24, 1998.

            The Registrationn Statement Includes a Total of 31 Pages.
                            Exhibit Index on Page 8.

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

                                        1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         R.H. Donnelley Corporation, formerly The Dun & Bradstreet Corporation, 
(the "Registrant") hereby files this Registration Statement with the Securities
and Exchange Commission (the "Commission") on Form S-8 to register 150,000
shares of the Registrant's Common Stock, par value $1.00 per share ("Common
Stock"), for issuance pursuant to the Registrant's 1998 Directors' Stock Plan
(the "Plan") and such indeterminate number of additional shares which may be
offered and issued pursuant to the Plan to prevent dilution resulting from stock
splits, stock dividends or similar transactions.

             ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents 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 and amendments thereto on Form 10-K for 
the fiscal year ended December 31 1998.

         (2) 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).

         (3) 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 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

                                        2
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
                      Amendment No. 1 to the Registrant's Registration
                      Statement on Form S-4, File No. 333-59287).*

4.02................  Amended and Restated Bylaws of the Registrant 
                      (Incorporated herein by reference to Exhibit 3.2 to the
                      Registrant's Registration Statement on Form S-4, File No.
                      333- 59287).*

5.01................  Opinion of Davis Polk & Wardwell.

23.01...............  Consent of Independent Public Accountants - 
                      PricewaterhouseCoopers LLP.

23.02...............  Consent of Davis Polk & Wardwell (included in their
                      opinion filed as Exhibit 5.01).

24.01...............  Powers of Attorney (included on the signature page of 
                      this registration statement).

99.01...............  Form of the R.H. Donnelley 1998 Directors' Stock Plan.

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

                          * Incorporated by reference.

                              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:

                   (i) To include any prospectus required by Section 10(a)(3) of
               the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events
              arising after the effective date of this Registration Statement
              (or the most recent post-effective amendment thereof) which,
              individually or in the aggregate, represent a fundamental change
              in the information set forth in this Registration Statement.
              Notwithstanding the foregoing, any increase or decrease in volume
              of securities offered (if the total dollar value of securities
              offered would not exceed that which was registered) and any
              deviation from the low or high and of the estimated maximum
              offering range may be reflected in the form of prospectus filed
              with the Commission

                                        3
pursuant to Rule 424(b) if, in the aggregate, the changes in
              volume and price represent no more than 20 percent change in the
              maximum aggregate offering price set forth in the "Calculation of
              Registration Fee" table in this Registration Statement; and

                 (iii) 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;

              provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
              apply if the registration statement is on Form S-3, Form S-8 or
              Form F-3, and the information required to be included in a
              post-effective amendment by those paragraphs is contained in
              periodic reports filed with or furnished to the Commission by the
              Registrant pursuant to Section 13 or Section 15(d) of the
              Securities Exchange Act of 1934 that are incorporated by reference
              into this Registration Statement;

              (2) That for the purpose of determining any liability under the 
          1933 Act, 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 the 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 1933 
Act 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.

                                     EXPERTS

         The consolidated balance sheets as of December 31, 1998 and 1997 and 
the related consolidated statements of operations, shareholders' equity
(deficit), and cash flows for each of the three years in the period ended
December 31, 1998, incorporated by reference in this S-8, have been incorporated
herein in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of that firm as experts in accounting and
auditing. 

         The validity of the Common Stock offered hereunder has been passed
upon by Davis Polk & Wardwell, New York, New York.

                                        4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the 
Registrant 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 1st day of April
1999.

                                 R.H. DONNELLEY CORPORATION

                                 By  /s/ Frank R. Noonan 
                                    -------------------------------
                                    Frank R. Noonan
                                    Chairman of the Board, President and Chief
                                    Executive Officer

                                        5
POWER OF ATTORNEY

         Know all men by these present, that each person whose signature appears
below, constitutes and appoints Frank R. Noonan, Philip C. Danford and Stephen
B. Wiznitzer 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.

                                        6
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.

SIGNATURE                   TITLE                                 DATE
---------                   -----                                 ----

/s/  Frank R. Noonan        Chairman-of-the Board of Directors,   April 1, 1999
-------------------------   President and Chief Executive Officer
     Frank R. Noonan

/s/  Philip C. Danford      Senior-Vice-President and Chief       April 1, 1999
-------------------------   Financial Officer
     Philip C. Danford

/s/  Diane P. Baker         Director                              April 1, 1999
-------------------------
     Diane P. Baker
                            
/s/  William G. Jacobi      Director                              April 1, 1999
-------------------------
     William G. Jacobi
                            
/s/  Robert J. Kamerschen   Director                              April 1, 1999
-------------------------
     Robert J. Kamerschen
                            
/s/  Carol J. Parry         Director                              April 1, 1999
-------------------------
     Carol J. Parry
                           
/s/  Barry L. Williams      Director                              April 1, 1999
-------------------------
     Barry L. Williams
                         
/s/  Anna Patruno           Vice-President-and Controller         April 1, 1999
-------------------------
     Anna Patruno

                                        7
INDEX TO EXHIBITS

     Exhibit                                                                  
     Number     Exhibit                               
     ------     -------               
      4.01     Certificate of Incorporation of the Registrant (Incorporated 
               herein by reference to Exhibit 3.1 to Amendment No. 1 to the 
               Registrant's 1933 Act Registration Statement on Form S-4, File 
               No. 333-59287).*

      4.02     Amended and Restated Bylaws of the Registrant (Incorporated
               herein by reference to Exhibit 3.2 to the Registrant's
               Registration Statement on Form S-4, File No. 333-59287).*

      5.01     Opinion of Davis Polk & Wardwell.

      23.01    Consent of Independent Public Accountants - 
               PricewaterhouseCoopers LLP.

      23.02    Consent of Davis Polk & Wardwell (included in their opinion 
               filed as Exhibit 5.01).

      24.01    Powers of Attorney (included on the signature page of this
               registration statement).

      99.01    Form of the R.H. Donnelley Corporation 1998 Directors' Stock 
               Plan.
-------------------                                       

* Incorporated by reference.

                                        8