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)

<TABLE>
            Delaware                            2741                      13-2740040
<S>                                  <C>                               <C>
  (State or other jurisdiction      (Primary Standard Industrial       (I.R.S. Employer
of incorporation or organization)   Classification Code Number)       Identification No.)
                                      One Manhattanville Road
                                      Purchase, New York 10577
                                           (914) 933-6400
                               (Address of principal executive offices)
</TABLE>

                        R.H. DONNELLEY CORPORATION
                          1998 PARTNERSHARE 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

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

<TABLE>
                                             CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                Amount              Offering                                 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)...............................     262,000 shares(3)        $15.3125            $4,011,875           $1,115.30
========================================================================================================================


(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 of the date hereof all options to purchase shares under the 1998
    PartnerShare 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.
(3) Reflects a one-for-five reverse split of the Registrant's common stock,
    effective August 24, 1998.
</TABLE>


         This Registration Statement Includes a Total of 18 Pages.
                         Exhibit Index on Page 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 with
the Securities and Exchange Commission (the "Commission") on Form S-8 to
register 262,000 shares of the Registrant's Common Stock, par value $1.00 per
share ("Common Stock"), for issuance pursuant to the Registrant's 1998
PartnerShare 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 was unlawful. A similar standard is applicable in the
case of derivative actions, except that indemnification only extends to
expenses (including attorney's fees) incurred in connection with defense or
settlement of such action, and the statute requires court approval before
there can be indemnification that may be granted by a corporation's charter,
by-laws, disinterested director vote, stockholder vote, agreement or
otherwise. The Registrant's certificate of incorporation provides for
indemnification of its directors, officers. Employees and agents to the
fullest extent permitted by Delaware Law.

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

               ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

               Not applicable.

                             ITEM 8.  EXHIBITS


<TABLE>
<S>                          <C>
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 PartnerShare Plan.
</TABLE>

---------------
* 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
              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.


                                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


                             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.

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

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

</TABLE>


                               INDEX TO EXHIBITS
<TABLE>
<S>        <C>
 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 PartnerShare Plan.
</TABLE>

---------------
* Incorporated by reference.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21031}]
{"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": "333-75543", "film-number": "99586349"}, "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 jurisdiction      (Primary Standard Industrial       (I.R.S. Employer
of incorporation or organization)   Classification Code Number)       Identification No.)
                                      One Manhattanville Road
                                      Purchase, New York 10577
                                           (914) 933-6400
                               (Address of principal executive offices)
R.H. DONNELLEY CORPORATION
                          1998 PARTNERSHARE 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
========================================================================================================================
                                                Amount              Offering                                 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)...............................     262,000 shares(3)        $15.3125            $4,011,875           $1,115.30
========================================================================================================================

(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 of the date hereof all options to purchase shares under the 1998
    PartnerShare 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.
(3) Reflects a one-for-five reverse split of the Registrant's common stock,
    effective August 24, 1998.
This Registration Statement Includes a Total of 18 Pages.
                         Exhibit Index on Page 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 with
the Securities and Exchange Commission (the "Commission") on Form S-8 to
register 262,000 shares of the Registrant's Common Stock, par value $1.00 per
share ("Common Stock"), for issuance pursuant to the Registrant's 1998
PartnerShare 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 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 PartnerShare 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
              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.

                                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

                             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.

               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, President      April 1, 1999
-------------------------         and Chief Executive Officer
Frank R. Noonan

/s/ Philip C. Danford             Senior Vice President and Chief Financial          April 1, 1999
-------------------------         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
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 PartnerShare Plan.
---------------
* Incorporated by reference.