As filed with the Securities and Exchange Commission on July 25, 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 issuer 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           Classification Code Number)  Identification No.)
      or organization)

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

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

                           R.H. DONNELLEY CORPORATION
                       2001 STOCK AWARD AND INCENTIVE PLAN
                            (Full title of the plan)

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

                              Robert J. Bush, Esq.
             Vice President, General Counsel and Corporate Secretary
                           R.H. Donnelley Corporation
                             One Manhattanville Road
                            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>
                                                                    Proposed            Proposed
                                                  Amount             Maximum            Maximum           Amount of
            Title Of Securities                    to be         Offering Price    Aggregate Offering    Registration
             to be Registered                   Registered        Per Share($)          Price($)            Fee($)
             ----------------                   ----------        ------------     ------------------    ------------
<S>                                            <C>                     <C>                <C>                <C>
Common Stock (par value $1.00 per share)
     Shares not previously registered......    4,000,000 (1)       $30.51(2)         $122,040,000(2)     $30,510.00(2)
     Shares registered under prior plans...         (1)              N/A(3)              N/A(3)             N/A(3)
</TABLE>
--------------------
(1)  Plus an indeterminate number of additional shares which may be offered or
     issued to prevent dilution resulting from stock splits, stock dividends or
     similar transactions. Includes rights to purchase the Registrant's Series B
     Participating Cumulative Preferred Stock, issuable pursuant to the Rights
     Agreement dated as of October 27, 1998 between the Registrant and The Bank
     of New York, as successor to First Chicago Trust Company of New York, as
     Rights Agent, as may be amended from time to time. Shares of the
     Registrant's Common Stock to be offered or sold under the R.H. Donnelley
     2001 Stock Award and Incentive Plan (the "2001 Plan") include (i) 4,000,000
     shares which have not been previously registered and (ii) 2,136,674
     shares which were previously registered for offer or sale under the R.H.
     Donnelley Corporation 1991 Key Employees' Stock Option Plan, as amended and
     restated (Registration No. 333-75541), the R.H. Donnelley Corporation 1998
     Directors' Stock Plan (Registration No. 333-75539) and the R.H. Donnelley
     Key Employees Performance Unit Plan (Registration No. 333-46615) (the "PUP
     Plan") (collectively, the "Prior Plans") and which may be offered or sold
     under the 2001 Plan (the "Carried Forward Shares"). The Carried Forward
     Shares are shares of the Registrant's Common Stock that have not been
     issued and are not subject to issuance upon outstanding awards under the
     Prior Plans; provided, however, that in connection with the PUP Plan,
     certain of these Carried Forward Shares may be used to satisfy outstanding
     awards under the PUP Plan upon vesting of such awards. The 2001 Plan
     permits the offer or sale of up to 10% of the number of shares of the
     Registrant's Common Stock issued or delivered by the Registrant during the
     term of the 2001 Plan other than issuances or deliveries under the 2001
     Plan or another incentive compensation plan of the Registrant; however,
     such shares are not included in this Registration Statement.
(2)  Estimated solely for purposes of calculating the registration fee under
     Rules 457(h) and 457(c). The proposed maximum offering price per share with
     respect to shares issuable under the 2001 Plan as of the filing date hereof
     is based upon the average of the high and low prices of the Registrant's
     Common Stock on the New York Stock Exchange on July 24, 2001.
(3)  The Carried Forward Shares were previously registered; therefore, no filing
     fee with respect to those shares is required (Interpretation 89 under
     Section G of the Securities and Exchange Commission Division of Corporate
     Finance Manual of Publicly Available Telephone Interpretations (July 1997)
     and Instruction E to the General Instructions to Form S-8).

           This Registration Statement Includes a Total of 8 Pages.
                            Exhibit Index on Page 8.
================================================================================

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Not required to be included in this Registration Statement pursuant to the
introductory note to Part I on Form S-8.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     R.H. Donnelley Corporation, formerly The Dun & Bradstreet Corporation (the
"Registrant"), hereby files this Registration Statement on Form S-8 (this
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") to register shares of the Registrant's Common Stock, par value
$1.00 per share ("Common Stock"), for issuance pursuant to the R.H. Donnelley
Corporation 2001 Stock Award and Incentive Plan (the "2001 Plan").

             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 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) Registrant's Quarterly Report on Form 10-Q for the three months ended
March 31, 2001.

      (4) All other reports filed with the Commission by the Registrant pursuant
to Sections 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).

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

     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

     None.


                                        2
<PAGE>


                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, bylaws,
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.

     Reference is made to Section 3(c) of the 2001 Plan, which provides that the
Committee (as defined in the 2001 Plan) and each member thereof, and any person
acting pursuant to authority delegated by the Committee, shall be entitled, in
good faith, to rely or act upon any report or other information furnished by any
executive officer, other officer or employee of the Registrant or a subsidiary
or affiliate, the Registrant's independent auditors, consultants or any other
agents assisting in the administration of the 2001 Plan. Members of the
Committee, any person acting pursuant to authority delegated by the Committee,
and any officer or employee of the Registrant or a subsidiary or affiliate
acting at the direction or on behalf of the Committee or a delegee shall not be
personally liable for any action or determination taken or made in good faith
with respect to the 2001 Plan, and shall, to the extent permitted by law, be
fully indemnified and protected by the Registrant with respect to any such
action or determination.

     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).*

                           3
<PAGE>

4.03...  Rights Agreement, dated as of October 27, 1998 between the
         Registrant and First Chicago Trust Company of New York, as
         rights agent, (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, as initial rights agent, and The Bank
         of New York, as successor rights agent, (incorporated by
         reference to Exhibit 4.5 to the Registrant's Annual Report
         on Form 10-K for the year ended December 31, 2000, Commission File No.
         001-07155).*

5.01...  Opinion of Davis Polk & Wardwell.

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

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

23.03..  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..  R.H. Donnelley Corporation 2001 Stock Award and Incentive
         Plan (incorporated by reference to Exhibit 10.40 to the
         Quarterly Report on Form 10-Q for the three months ended
         March 31, 2001, Commission File No. 001-07155).*

99.02..  R.H. Donnelley Corporation Non-Qualified Stock Option Form
         Agreement.

99.03..  R.H. Donnelley Corporation Annual Incentive Program Form
         Award.

99.04..  R.H. Donnelley Corporation Key Employees' Performance Unit
         Program Form Award.
-------------------

* 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 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, as amended (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 1933 Act, each filing of the Registrant's
Annual Report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and
where applicable, each filing of the 2001 Plan's annual report pursuant to
Section 15(d) of the 1934 Act) that is incorporated by reference in this
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.

                                        4
<PAGE>


      (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.





                                        5

<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 25th day of
July, 2001.


                                        R.H. DONNELLEY CORPORATION


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


                                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, as amended
(the "1933 Act"), and any requirements of the Securities and Exchange Commission
in respect thereof, in connection with the filing with the Securities and
Exchange Commission of this Registration Statement on Form S-8 under the 1933
Act, 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.



<TABLE>
<S>                                <C>                                              <C>

/s/  Frank R. Noonan               Chairman of the Board and Chief Executive         July 25, 2001
-----------------------------      Officer
     Frank R. Noonan

/s/  Philip C. Danford             Senior Vice President and Chief Financial         July 25, 2001
-----------------------------      Officer
     Philip C. Danford

/s/  William C. Drexler            Vice President and Controller                     July 25, 2001
-----------------------------
     William C. Drexler

/s/  Diane P. Baker                Director                                          July 25, 2001
-----------------------------
     Diane P. Baker

/s/  Kenneth G. Campbell           Director                                          July 25, 2001
-----------------------------
     Kenneth G. Campbell

/s/  William G. Jacobi             Director                                          July 25, 2001
-----------------------------
     William G. Jacobi

/s/  Robert Kamerschen             Director                                          July 25, 2001
-----------------------------
     Robert Kamerschen

/s/  Peter J. McDonald             Director                                          July 25, 2001
-----------------------------
     Peter J. McDonald

/s/  Carol J. Parry                Director                                          July 25, 2001
-----------------------------
     Carol J. Parry


/s/  Barry Lawson Williams         Director                                          July 25, 2001
-----------------------------
     Barry Lawson Williams
</TABLE>



                                        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 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 the
         Registrant and First Chicago Trust Company of New York, as
         rights agent, (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, as initial rights agent, and The Bank
         of New York, as successor rights agent, (incorporated by
         reference to Exhibit 4.5 to the Registrant's Annual Report
         on Form 10-K for the year ended December 31, 2000, Commission File No.
         001-07155).*

  5.01   Opinion of Davis Polk & Wardwell.

 23.01   Consent of Independent Public Accountants - PricewaterhouseCoopers LLP.

 23.02   Consent of Independent Public Accountants - PricewaterhouseCoopers LLP.

 23.03   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   R.H. Donnelley Corporation 2001 Stock Award and Incentive
         Plan (incorporated by reference to Exhibit 10.40 to the
         Quarterly Report on Form 10-Q for the three months ended
         March 31, 2001, Commission File No. 001- 07155).*

 99.02   R.H. Donnelley Corporation Non-Qualified Stock Option Form
         Agreement.

 99.03   R.H. Donnelley Corporation Annual Incentive Program Form
         Award.

 99.04   R.H. Donnelley Corporation Key Employees' Performance Unit
         Program Form Award.

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



                                        8
[{"type": "S-8", "sequence": "1", "filename": "jul0701_2001saip.txt", "secsgml_size_bytes": 25021}]
{"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": "333-65822", "film-number": "1689008"}, "business-address": {"street1": "ONE MANHATTANVILLE ROAD", "city": "PURCHASE", "state": "NY", "zip": "10577", "phone": "9149336800"}, "mail-address": {"street1": "ONE MANHATTANVILLE ROAD", "city": "PURCHASE", "state": "NY", "zip": "10577"}, "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 July 25, 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 issuer 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           Classification Code Number)  Identification No.)
      or organization)

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

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

                           R.H. DONNELLEY CORPORATION
                       2001 STOCK AWARD AND INCENTIVE PLAN
                            (Full title of the plan)

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

                              Robert J. Bush, Esq.
             Vice President, General Counsel and Corporate Secretary
                           R.H. Donnelley Corporation
                             One Manhattanville Road
                            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            Proposed
                                                  Amount             Maximum            Maximum           Amount of
            Title Of Securities                    to be         Offering Price    Aggregate Offering    Registration
             to be Registered                   Registered        Per Share($)          Price($)            Fee($)
             ----------------                   ----------        ------------     ------------------    ------------
Common Stock (par value $1.00 per share)
     Shares not previously registered......    4,000,000 (1)       $30.51(2)         $122,040,000(2)     $30,510.00(2)
     Shares registered under prior plans...         (1)              N/A(3)              N/A(3)             N/A(3)
--------------------
(1)  Plus an indeterminate number of additional shares which may be offered or
     issued to prevent dilution resulting from stock splits, stock dividends or
     similar transactions. Includes rights to purchase the Registrant's Series B
     Participating Cumulative Preferred Stock, issuable pursuant to the Rights
     Agreement dated as of October 27, 1998 between the Registrant and The Bank
     of New York, as successor to First Chicago Trust Company of New York, as
     Rights Agent, as may be amended from time to time. Shares of the
     Registrant's Common Stock to be offered or sold under the R.H. Donnelley
     2001 Stock Award and Incentive Plan (the "2001 Plan") include (i) 4,000,000
     shares which have not been previously registered and (ii) 2,136,674
     shares which were previously registered for offer or sale under the R.H.
     Donnelley Corporation 1991 Key Employees' Stock Option Plan, as amended and
     restated (Registration No. 333-75541), the R.H. Donnelley Corporation 1998
     Directors' Stock Plan (Registration No. 333-75539) and the R.H. Donnelley
     Key Employees Performance Unit Plan (Registration No. 333-46615) (the "PUP
     Plan") (collectively, the "Prior Plans") and which may be offered or sold
     under the 2001 Plan (the "Carried Forward Shares"). The Carried Forward
     Shares are shares of the Registrant's Common Stock that have not been
     issued and are not subject to issuance upon outstanding awards under the
     Prior Plans; provided, however, that in connection with the PUP Plan,
     certain of these Carried Forward Shares may be used to satisfy outstanding
     awards under the PUP Plan upon vesting of such awards. The 2001 Plan
     permits the offer or sale of up to 10% of the number of shares of the
     Registrant's Common Stock issued or delivered by the Registrant during the
     term of the 2001 Plan other than issuances or deliveries under the 2001
     Plan or another incentive compensation plan of the Registrant; however,
     such shares are not included in this Registration Statement.
(2)  Estimated solely for purposes of calculating the registration fee under
     Rules 457(h) and 457(c). The proposed maximum offering price per share with
     respect to shares issuable under the 2001 Plan as of the filing date hereof
     is based upon the average of the high and low prices of the Registrant's
     Common Stock on the New York Stock Exchange on July 24, 2001.
(3)  The Carried Forward Shares were previously registered; therefore, no filing
     fee with respect to those shares is required (Interpretation 89 under
     Section G of the Securities and Exchange Commission Division of Corporate
     Finance Manual of Publicly Available Telephone Interpretations (July 1997)
     and Instruction E to the General Instructions to Form S-8).

           This Registration Statement Includes a Total of 8 Pages.
                            Exhibit Index on Page 8.
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Not required to be included in this Registration Statement pursuant to the
introductory note to Part I on Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     R.H. Donnelley Corporation, formerly The Dun & Bradstreet Corporation (the
"Registrant"), hereby files this Registration Statement on Form S-8 (this
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") to register shares of the Registrant's Common Stock, par value
$1.00 per share ("Common Stock"), for issuance pursuant to the R.H. Donnelley
Corporation 2001 Stock Award and Incentive Plan (the "2001 Plan").

             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 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) Registrant's Quarterly Report on Form 10-Q for the three months ended
March 31, 2001.

      (4) All other reports filed with the Commission by the Registrant pursuant
to Sections 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).

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

     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

     None.

                                        2
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, bylaws,
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.

     Reference is made to Section 3(c) of the 2001 Plan, which provides that the
Committee (as defined in the 2001 Plan) and each member thereof, and any person
acting pursuant to authority delegated by the Committee, shall be entitled, in
good faith, to rely or act upon any report or other information furnished by any
executive officer, other officer or employee of the Registrant or a subsidiary
or affiliate, the Registrant's independent auditors, consultants or any other
agents assisting in the administration of the 2001 Plan. Members of the
Committee, any person acting pursuant to authority delegated by the Committee,
and any officer or employee of the Registrant or a subsidiary or affiliate
acting at the direction or on behalf of the Committee or a delegee shall not be
personally liable for any action or determination taken or made in good faith
with respect to the 2001 Plan, and shall, to the extent permitted by law, be
fully indemnified and protected by the Registrant with respect to any such
action or determination.

     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).*

                           3
4.03...  Rights Agreement, dated as of October 27, 1998 between the
         Registrant and First Chicago Trust Company of New York, as
         rights agent, (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, as initial rights agent, and The Bank
         of New York, as successor rights agent, (incorporated by
         reference to Exhibit 4.5 to the Registrant's Annual Report
         on Form 10-K for the year ended December 31, 2000, Commission File No.
         001-07155).*

5.01...  Opinion of Davis Polk & Wardwell.

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

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

23.03..  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..  R.H. Donnelley Corporation 2001 Stock Award and Incentive
         Plan (incorporated by reference to Exhibit 10.40 to the
         Quarterly Report on Form 10-Q for the three months ended
         March 31, 2001, Commission File No. 001-07155).*

99.02..  R.H. Donnelley Corporation Non-Qualified Stock Option Form
         Agreement.

99.03..  R.H. Donnelley Corporation Annual Incentive Program Form
         Award.

99.04..  R.H. Donnelley Corporation Key Employees' Performance Unit
         Program Form Award.
-------------------

* 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 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, as amended (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 1933 Act, each filing of the Registrant's
Annual Report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and
where applicable, each filing of the 2001 Plan's annual report pursuant to
Section 15(d) of the 1934 Act) that is incorporated by reference in this
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.

                                        4
(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.

                                        5
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 25th day of
July, 2001.

                                        R.H. DONNELLEY CORPORATION

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

                                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, as amended
(the "1933 Act"), and any requirements of the Securities and Exchange Commission
in respect thereof, in connection with the filing with the Securities and
Exchange Commission of this Registration Statement on Form S-8 under the 1933
Act, 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.
/s/  Frank R. Noonan               Chairman of the Board and Chief Executive         July 25, 2001
-----------------------------      Officer
     Frank R. Noonan

/s/  Philip C. Danford             Senior Vice President and Chief Financial         July 25, 2001
-----------------------------      Officer
     Philip C. Danford

/s/  William C. Drexler            Vice President and Controller                     July 25, 2001
-----------------------------
     William C. Drexler

/s/  Diane P. Baker                Director                                          July 25, 2001
-----------------------------
     Diane P. Baker

/s/  Kenneth G. Campbell           Director                                          July 25, 2001
-----------------------------
     Kenneth G. Campbell

/s/  William G. Jacobi             Director                                          July 25, 2001
-----------------------------
     William G. Jacobi

/s/  Robert Kamerschen             Director                                          July 25, 2001
-----------------------------
     Robert Kamerschen

/s/  Peter J. McDonald             Director                                          July 25, 2001
-----------------------------
     Peter J. McDonald

/s/  Carol J. Parry                Director                                          July 25, 2001
-----------------------------
     Carol J. Parry

/s/  Barry Lawson Williams         Director                                          July 25, 2001
-----------------------------
     Barry Lawson Williams
7
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 the
         Registrant and First Chicago Trust Company of New York, as
         rights agent, (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, as initial rights agent, and The Bank
         of New York, as successor rights agent, (incorporated by
         reference to Exhibit 4.5 to the Registrant's Annual Report
         on Form 10-K for the year ended December 31, 2000, Commission File No.
         001-07155).*

  5.01   Opinion of Davis Polk & Wardwell.

 23.01   Consent of Independent Public Accountants - PricewaterhouseCoopers LLP.

 23.02   Consent of Independent Public Accountants - PricewaterhouseCoopers LLP.

 23.03   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   R.H. Donnelley Corporation 2001 Stock Award and Incentive
         Plan (incorporated by reference to Exhibit 10.40 to the
         Quarterly Report on Form 10-Q for the three months ended
         March 31, 2001, Commission File No. 001- 07155).*

 99.02   R.H. Donnelley Corporation Non-Qualified Stock Option Form
         Agreement.

 99.03   R.H. Donnelley Corporation Annual Incentive Program Form
         Award.

 99.04   R.H. Donnelley Corporation Key Employees' Performance Unit
         Program Form Award.

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

                                        8