As filed with the Securities and Exchange Commission on November 24, 1999
                                                    Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

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

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



     Delaware                       2741                   13-2740040
 (State or Other            (Primary Standard           (I.R.S. Employer
 Jurisdiction of        Industrial Classification      Identification No.)
  Incorporation                 Code Number)
 or Organization)

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

                             One Manhattanville Road
                            Purchase, New York 10577
                                 (914) 933-6400
                    (Address of Principal Executive Offices)

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

                           R.H. DONNELLEY CORPORATION
                           DEFERRED COMPENSATION PLAN
                            (Full Title of the Plan)

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

                           Stephen B. Wiznitzer, Esq.
                    Senior Vice President and General Counsel
                           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

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

<TABLE>

                        CALCULATION OF REGISTRATION FEE
=========================================================================================================================
                                                                   Proposed
                                                                    Maximum            Proposed
                                                 Amount             Offering            Maximum             Amount of
          Title Of Securities                     to be            Price Per       Aggregate Offering     Registration
            to be Registered                   Registered        Obligation(2)          Price(2)               Fee
-------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                   <C>               <C>                    <C>
Deferred Compensation Obligations
   (1)..................................       $6,700,000             100%            $6,700,000            $1,862.60
=========================================================================================================================
(1)  The Deferred Compensation Obligations are unsecured obligations of R.H.
     Donnelley Corporation to pay deferred compensation in the future in
     accordance with the terms of the R.H. Donnelley Corporation Deferred
     Compensation Plan.

(2)  Estimated solely for the purpose of determining the registration fee.
</TABLE>

           This Registration Statement Includes a Total of 19 Pages.
                           Exhibit Index on Page 7.

================================================================================

<PAGE>


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


             ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents of R.H. Donnelley Corporation, formerly The Dun &
Bradstreet Corporation (the "Registrant"), filed with the Securities and
Exchange Commission (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, 1998, as amended by Amendment No. 1 on Form 10-K/A.

      (2) Registrant's Quarterly Report on Form 10-Q for the three months
ended March 31, 1999.

      (3) Registrant's Quarterly Report on Form 10-Q for the three months
ended June 30, 1999.

      (4) Registrant's Quarterly Report on Form 10-Q for the three months
ended September 30, 1999.

      (5) Registrant's Current Report on Form 8-K dated July 28, 1999.

      (6) All other reports filed with the Commission by the Registrant or the
R.H. Donnelley Corporation Deferred Compensation Plan 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).

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

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

                        ITEM 4. DESCRIPTION OF SECURITIES

     Not applicable.


                 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.


                                       2

<PAGE>


                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 limits 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
-------               -------

3.01................  Restated Certificate of Incorporation of the Registrant
                      (incorporated herein by reference to Exhibit 4(a) to the
                      Registrant's Registration Statement on Form S-8, File No.
                      33-25774), as amended from time to time.*

3.02................  Amended and Restated By-Laws of the Registrant
                      (incorporated herein by reference to Exhibit 3.2 to the
                      Registrant's Quarterly Report on Form 10-Q for the three
                      months ended March 31, 1999, File No. 1-07155).*

4.01................  R.H. Donnelley Corporation Deferred Compensation Plan.

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).



                                       3

<PAGE>


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

-------------------
* 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, each such post-effective amendment shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time shall
     be deemed to be the initial bona fide offering thereof; and

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

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

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


                                       4


<PAGE>




                                  SIGNATURES

     The Registrant, pursuant to the requirements of the Securities Act of
1933, certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the town of Purchase, State of New York, on this 23rd day of
November, 1999.


                                    R.H. DONNELLEY CORPORATION
                                    R.H. DONNELLEY CORPORATION DEFERRED
                                    COMPENSATION PLAN


                                    By  /s/ Frank R. Noonan
                                       -----------------------------------------
                                       Frank R. Noonan
                                       Chairman of the Board, President and
                                       Chief Executive Officer
                                       Attorney-in-Fact for the Members of the
                                       Compensation and Benefits Committee of
                                       the R.H. Donnelley Corporation Board of
                                       Directors, as Administrator of the R.H.
                                       Donnelley Corporation Deferred
                                       Compensation Plan


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


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, constitutes and appoints Frank R. Noonan, Philip C. Danford and 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.


                                       5

<PAGE>


<TABLE>


SIGNATURE                        TITLE                                             DATE
---------                        -----                                             ----
<S>                              <C>                                               <C>

/s/  Frank R. Noonan             Chairman-of-the Board of Directors, President     November 23, 1999
----------------------------     and Chief Executive Officer
     Frank R. Noonan

/s/  Philip C. Danford
----------------------------     Senior-Vice-President and Chief Financial         November 23, 1999
     Philip C. Danford           Officer

/s/  Diane P. Baker
----------------------------     Director                                          November 23, 1999
     Diane P. Baker

/s/  William G. Jacobi
----------------------------     Director                                          November 23, 1999
     William G. Jacobi

/s/  Robert J. Kamerschen
----------------------------     Director                                          November 23, 1999
     Robert J. Kamerschen

/s/  Carol J. Parry
----------------------------     Director                                          November 23, 1999
     Carol J. Parry

/s/  Barry L. Williams
----------------------------     Director                                          November 23, 1999
     Barry L. Williams


----------------------------     Director
     Kenneth G. Campbell

----------------------------     Director
     Darius W. Gaskins, Jr.

</TABLE>


                                       6

<PAGE>


                               INDEX TO EXHIBITS

     Exhibit
      Number        Exhibit
     -------        -------

      3.01     Restated Certificate of Incorporation of the Registrant
               (incorporated herein by reference to Exhibit 4(a) to the
               Registrant's Registration Statement on Form S-8, File No.
               33-25774), as amended from time to time.*

      3.02     Amended and Restated By-Laws of the Registrant (incorporated
               herein by reference to Exhibit 3.2 to the Registrant's
               Quarterly Report on Form 10-Q for the three months ended March
               31, 1999, File No.1-07155).*

      4.01     R.H. Donnelley Corporation Deferred Compensation Plan.

      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).

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

                                       7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19565}]
{"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": "333-91613", "film-number": "99763978"}, "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 November 24, 1999
                                                    Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

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

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

     Delaware                       2741                   13-2740040
 (State or Other            (Primary Standard           (I.R.S. Employer
 Jurisdiction of        Industrial Classification      Identification No.)
  Incorporation                 Code Number)
 or Organization)

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

                             One Manhattanville Road
                            Purchase, New York 10577
                                 (914) 933-6400
                    (Address of Principal Executive Offices)

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

                           R.H. DONNELLEY CORPORATION
                           DEFERRED COMPENSATION PLAN
                            (Full Title of the Plan)

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

                           Stephen B. Wiznitzer, Esq.
                    Senior Vice President and General Counsel
                           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
                                                                    Maximum            Proposed
                                                 Amount             Offering            Maximum             Amount of
          Title Of Securities                     to be            Price Per       Aggregate Offering     Registration
            to be Registered                   Registered        Obligation(2)          Price(2)               Fee
-------------------------------------------------------------------------------------------------------------------------
Deferred Compensation Obligations
   (1)..................................       $6,700,000             100%            $6,700,000            $1,862.60
=========================================================================================================================
(1)  The Deferred Compensation Obligations are unsecured obligations of R.H.
     Donnelley Corporation to pay deferred compensation in the future in
     accordance with the terms of the R.H. Donnelley Corporation Deferred
     Compensation Plan.

(2)  Estimated solely for the purpose of determining the registration fee.
This Registration Statement Includes a Total of 19 Pages.
                           Exhibit Index on Page 7.

================================================================================
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

             ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents of R.H. Donnelley Corporation, formerly The Dun &
Bradstreet Corporation (the "Registrant"), filed with the Securities and
Exchange Commission (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, 1998, as amended by Amendment No. 1 on Form 10-K/A.

      (2) Registrant's Quarterly Report on Form 10-Q for the three months
ended March 31, 1999.

      (3) Registrant's Quarterly Report on Form 10-Q for the three months
ended June 30, 1999.

      (4) Registrant's Quarterly Report on Form 10-Q for the three months
ended September 30, 1999.

      (5) Registrant's Current Report on Form 8-K dated July 28, 1999.

      (6) All other reports filed with the Commission by the Registrant or the
R.H. Donnelley Corporation Deferred Compensation Plan 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).

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

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

                        ITEM 4. DESCRIPTION OF SECURITIES

     Not applicable.

                 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

                                       2
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 limits 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
-------               -------

3.01................  Restated Certificate of Incorporation of the Registrant
                      (incorporated herein by reference to Exhibit 4(a) to the
                      Registrant's Registration Statement on Form S-8, File No.
                      33-25774), as amended from time to time.*

3.02................  Amended and Restated By-Laws of the Registrant
                      (incorporated herein by reference to Exhibit 3.2 to the
                      Registrant's Quarterly Report on Form 10-Q for the three
                      months ended March 31, 1999, File No. 1-07155).*

4.01................  R.H. Donnelley Corporation Deferred Compensation Plan.

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).

                                       3
24.01...............  Powers of Attorney (included on the signature page of this
                      Registration Statement).

-------------------
* 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, each such post-effective amendment shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time shall
     be deemed to be the initial bona fide offering thereof; and

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

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

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

                                       4
SIGNATURES

     The Registrant, pursuant to the requirements of the Securities Act of
1933, certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the town of Purchase, State of New York, on this 23rd day of
November, 1999.

                                    R.H. DONNELLEY CORPORATION
                                    R.H. DONNELLEY CORPORATION DEFERRED
                                    COMPENSATION PLAN

                                    By  /s/ Frank R. Noonan
                                       -----------------------------------------
                                       Frank R. Noonan
                                       Chairman of the Board, President and
                                       Chief Executive Officer
                                       Attorney-in-Fact for the Members of the
                                       Compensation and Benefits Committee of
                                       the R.H. Donnelley Corporation Board of
                                       Directors, as Administrator of the R.H.
                                       Donnelley Corporation Deferred
                                       Compensation Plan

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

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, constitutes and appoints Frank R. Noonan, Philip C. Danford and 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.

                                       5
SIGNATURE                        TITLE                                             DATE
---------                        -----                                             ----
/s/  Frank R. Noonan             Chairman-of-the Board of Directors, President     November 23, 1999
----------------------------     and Chief Executive Officer
     Frank R. Noonan

/s/  Philip C. Danford
----------------------------     Senior-Vice-President and Chief Financial         November 23, 1999
     Philip C. Danford           Officer

/s/  Diane P. Baker
----------------------------     Director                                          November 23, 1999
     Diane P. Baker

/s/  William G. Jacobi
----------------------------     Director                                          November 23, 1999
     William G. Jacobi

/s/  Robert J. Kamerschen
----------------------------     Director                                          November 23, 1999
     Robert J. Kamerschen

/s/  Carol J. Parry
----------------------------     Director                                          November 23, 1999
     Carol J. Parry

/s/  Barry L. Williams
----------------------------     Director                                          November 23, 1999
     Barry L. Williams

----------------------------     Director
     Kenneth G. Campbell

----------------------------     Director
     Darius W. Gaskins, Jr.
6
INDEX TO EXHIBITS

     Exhibit
      Number        Exhibit
     -------        -------

      3.01     Restated Certificate of Incorporation of the Registrant
               (incorporated herein by reference to Exhibit 4(a) to the
               Registrant's Registration Statement on Form S-8, File No.
               33-25774), as amended from time to time.*

      3.02     Amended and Restated By-Laws of the Registrant (incorporated
               herein by reference to Exhibit 3.2 to the Registrant's
               Quarterly Report on Form 10-Q for the three months ended March
               31, 1999, File No.1-07155).*

      4.01     R.H. Donnelley Corporation Deferred Compensation Plan.

      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).

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

                                       7