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R.H. Donnelley Corporation

Steven M. Blondy

Senior Vice President and Chief

Financial Officer

R.H. Donnelley Corporation

1001 Winstead Drive

Cary, North Carolina 27513

Tel: 919.297.1116

Fax: 919.297.1601

steve.blondy@rhd.com

December 5, 2005

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 3561

Washington, D.C. 20549

    Re:

    R.H. Donnelley Corporation

    Registration Statement on Form S-4

    Filed November 8, 2005

    File No. 333-129539

Dear Mr. Spirgel:

This letter is in response to your letter dated November 29, 2005 to R.H. Donnelley Corporation
(“Donnelley” or the “Company”). Your letter included one comment to which we have
responded below. For your convenience, we have set forth the comment and provided our response
immediately thereafter. Capitalized terms used without definition have the meanings given to such
terms in the above referenced filing.

Comment. Tell us in more detail, and revise to disclose, how you determined that R. H.
Donnelley Corporation was the acquiring entity. More specifically:

    •

    Provide us with a detailed analysis of the criteria outlined in paragraph 17-19 of SFAS
141. Your analysis should include a detailed discussion of each of these separate
shareholder groups.

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    •

    Provide us with details of any common shareholders for each shareholder group.

    •

    Indicate any direct family relationships between the shareholders.

    •

    Further, discuss if there are any voting agreements among the shareholders, or
shareholder groups.

Response

We determined that Donnelley was the acquiring entity under the criteria set forth in paragraphs
16-19 of SFAS 141, Business Combinations. The full text of these paragraphs is set forth below in
italics for the convenience of the Staff. In normal font, our analysis under SFAS 141 follows each
section of those paragraphs.

Paragraph 16 states: In a business combination effected solely through the distribution of
cash or other assets or by incurring liabilities, the entity that distributes cash or other assets
or incurs liabilities is generally the acquiring entity.

     Under the terms of the merger agreement, Donnelley will distribute $1.85 billion in cash, and
as noted below, common stock to the current Dex Media stockholders, as well as assume Dex’s
liabilities, including outstanding debt of approximately $5.3 billion.

Paragraph 17 states: In a business combination effected through an exchange of equity
interests, the entity that issues the equity interests is generally the acquiring entity. In some
business combinations (commonly referred to as reverse acquisitions), however, the acquired entity
issues the equity interests. Commonly, the acquiring entity is the larger entity. However, the
facts and circumstances surrounding a business combination sometimes indicate that a smaller entity
acquires a larger one. In some business combinations, the combined entity assumes the name of the
acquired entity.

The Donnelley-Dex Media transaction is a business combination effected through the exchange of
equity, with Donnelley being the issuer of the equity. We do not believe that the Donnelley-Dex
Media transaction should be considered a reverse acquisition. It is true that Dex Media is larger
than Donnelley. Based on 2004 historical results, Donnelley and Dex Media generated $603 million
and $1,602 million in net revenues, respectively, and the market capitalization of Dex Media is
roughly twice as large as that of Donnelley.1 In addition, Dex Media’s stockholders
will receive Donnelley common stock that will represent slightly more than a majority of the
combined entity’s voting power. However, we believe that the key factor in this analysis is that
the combined company’s board and management control will be retained by Donnelley. Members of the
current Donnelley board will represent a majority of the combined company’s board after the merger.
In addition, Donnelley’s senior management (including its Chief Executive Officer, Chief Operating
Officer and Chief Financial Officer) will remain in place following the merger.

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    Based on outstanding shares at pre- and post-announcement share prices, Donnelley’s market capitalization was $2.45
billion and $2.39 billion, respectively, and Dex Media’s market capitalization was $4.22 billion and $4.08 billion, respectively.

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Furthermore, the sponsor stockholders, Carlyle and Welsh Carson, who together currently own a
majority of Dex Media’s voting power, will after the merger each own approximately 14% of the
combined company. Carlyle and Welsh Carson are separately managed institutions that are not
affiliated with one another. Carlyle and Welsh Carson have each
signed a separate support agreement and a separate stockholder
agreement with Donnelley, which provides, among other things, for each such entity to vote in favor of (i) the merger
and (ii), management’s slate of directors, so long as it includes one person designated by each
such entity, and also includes a standstill provision that restricts each such entity’s right to
acquire more than 15% of Donnelley’s outstanding voting stock. These investors will not have any
special veto or control rights, other than their right to designate one director each to the
Donnelley board. See “Agreements Related to the Merger Agreement – The Sponsor Stockholders
Agreements” and “– The Support Agreements”
beginning on pages 133 and 136, respectively, of the above referenced filing.

Thus, in identifying the acquiring entity in a combination effected through an exchange of equity
interests, all pertinent facts and circumstances shall be considered, in particular:

    a.

    The relative voting rights in the combined entity after the combination, all else
being equal, the acquiring entity is the combining entity whose owners as a group retained
or received the larger portion of the voting rights in the combined entity. In
determining which group of owners retained or received the larger portion of the voting
rights, consideration shall be given to the existence of any unusual or special voting
arrangements and options, warrants, or convertible securities.

    Under the terms of the merger agreement, Donnelley will issue new shares of its common
stock to the current Dex Media stockholders. Each Dex Media stockholder will receive a
combination of Donnelley common stock and cash. Upon completion of the merger, current
Donnelley and Dex Media stockholders will own approximately 48% and 52% of the combined
company on a diluted basis, respectively, and approximately 47% and 53 % of the combined
company on a non-diluted basis, respectively. These ownership percentages are based on
the current outstanding common shares and stock options for each company and the
conversion ratios set out in the merger agreement.

    The GS Funds have agreed, among other things, to vote in favor of the merger. The GS
Funds presently have other special rights (including with respect to voting) related to
their preferred stock; however, as noted below, we intend to repurchase the preferred
stock held by the GS Funds prior to completion of the merger. Therefore, their special rights as
holders of the preferred stock will terminate prior to the merger and thus are not
relevant to this analysis. Except as disclosed above with respect to the sponsor
support agreements and the stockholder agreements and these voting arrangements with the GS Funds, no unusual or
special arrangements exist.

    The merger will result in the full or partial vesting of both Dex Media’s and Donnelley’s
employee stock options. However, Donnelley’s executive officers and directors waived the
accelerated vesting of their stock options, in part because the technical change of
control trigger relating to their options was

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    viewed as inconsistent with the reality that Donnelley is in fact acquiring Dex Media.
The waiver executed by Donnelley’s executive officers and directors is consistent with
the reality that the merger will not result in a change of control of Donnelley.

    The employee stock options at both companies are customary employee stock options and do
not have any unusual or special voting rights.

    b.

    The existence of a large minority voting interest in the combined entity when no
other owner or organized group of owners has a significant voting interest, all else being
equal, the acquiring entity is the combining entity whose single owner or organized group
of owners holds the large minority voting interest in the combined entity.

    Post-merger, Welsh Carson and Carlyle will each own approximately 14% of the combined
company’s common stock, making each of those entities a significant stockholder.
However, this represents a significant decrease from their current ownership of an
aggregate of 52% of Dex Media’ common stock. In addition, as discussed above, Welsh
Carson and Carlyle have each agreed to standstill restrictions, including a commitment
that neither entity will acquire shares of Donnelley that would increase its individual
ownership percentage above 15%.

    The GS Funds currently own preferred stock representing 13% of Donnelley’s voting
power. As part of the transaction, Donnelley has agreed to repurchase for cash the
remaining outstanding shares held by the GS Funds in connection with the merger for
approximately $337 million. Following the completion of the merger, the GS Funds will
continue to hold warrants to purchase 1.65 million shares of Donnelley common stock
with exercise prices ranging between $26.28 and $28.62 per share. Such warrants are
exercisable immediately and expire between November 25, 2007 and January 3, 2008.

    Based on current SEC filings of Schedule 13Ds and 13Gs, we do not expect any other
individual or group shareholdings of more than 5% after the completion of the merger.

    c.

    The composition of the governing body of the combined entity, all else being equal,
the acquiring entity is the combining entity whose owners or governing body has the
ability to elect or appoint a voting majority of the governing body of the combined
entity.

    Donnelley Board Composition and Voting

    The Donnelley board after the completion of the merger will be composed of 13
directors. Donnelley will appoint seven directors from its current board and Dex Media
will appoint six members from its current board. The

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    Donnelley directors will consist of Donnelley’s current Chief Executive Officer and six
individuals from Donnelley’s current board, all of whom will be independent. The Dex
Media directors will consist of Dex Media’s current Chief Executive Officer, one
designee of Welsh Carson, one designee of Carlyle and three individuals from Dex
Media’s current board, each of whom will be independent.

    Donnelley’s current presiding independent director will continue to serve as the
presiding independent director of the Donnelley board after the completion of the
merger.

    Dex Media’s current Chief Executive Officer will serve as the chairman of the Donnelley
board for a two-year term. During this period, his removal will require the vote of at
least 75% of the Donnelley board. The Donnelley bylaws provide that, unless otherwise
expressly provided by the Donnelley board, the chairman will have no responsibility
for, dealings with or authority with respect to the day-to-day operations of the
combined company.

    Stockholders of the combined company will have no ability to remove or change the
composition of the Donnelley board outside the normal voting process at regular annual
meetings. Welsh Carson and Carlyle will have no special rights regarding board
composition, other than the right to designate one board member each as long as the
respective sponsor stockholders agreement remains in place. If either entity’s
ownership of Donnelley common stock falls below 5%, its respective sponsor stockholders agreement
(including its right to designate a director to the board) will terminate.

    The bylaws of Donnelley do not and will not after the completion of the merger provide
any special voting rights for the Donnelley board or its committees. Based on current
Donnelley directors having seven of the combined 13 board votes, those Donnelley
directors voting the same way could decide the outcome of any issue requiring board
approval.

    The Donnelley board is divided into three classes with directors in only one class
standing for election each year. The Donnelley and Dex Media directors will be
assigned to classes in roughly equal proportions. Because of this classified board
structure, the proportion of current Donnelley to current Dex Media directors is more
likely to remain in place than it might be if all board members stood for election at
each annual meeting.

    Donnelley Board Committees

    The Donnelley bylaws provide that, for a two-year period after the completion of the
merger (or earlier if Welsh Carson or Carlyle own less than 5% of Donnelley), the
Donnelley board committees will consist of the compensation

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    and benefits, audit and finance and the corporate governance committees. During this
period, each committee will be composed of two individuals currently serving on the Dex
Media board and two individuals currently serving on the Donnelley board; provided,
that all of these committees’ members must be independent and may not be affiliated
with Carlyle or Welsh Carson. The chairman of the compensation and benefits committee
will be a current Donnelley board member, the chairman of the corporate governance
committee will be one of the three independent members of the current Dex Media board
who will be named to the Donnelley board as set forth above, and the chairman of the
audit and finance committee will be chosen by a majority of the independent members of
the Donnelley board. If any individual committee member ceases to serve on the
Donnelley board during this period, his or her successor will be appointed by the
entire Donnelley board. In the event of a deadlock on any committee on any matter, the
matter will be decided by the entire Donnelley board. The provisions above will be
incorporated into the bylaws of Donnelley, which may only be amended by a vote of at
least 80% of the members of the entire Donnelley board.

    d.

    The composition of the senior management of the combined entity, all else being
equal, the acquiring entity is the combining entity whose senior management dominates that
of the combined entity. Senior management generally consists of the chairman of the
board, chief executive officer, chief operating officer, chief financial officer, and
those divisional heads reporting directly to them, or the executive committee if one
exists.

    The key senior management of Donnelley, the Chief Executive Officer, Chief Operating
Officer and Chief Financial Officer, will continue in those roles after the completion
of the merger. Donnelley’s current Chief Executive Officer will also continue to serve
on the combined company’s board. Following the completion of the merger, the combined
company’s Chief Executive Officer, Donnelley’s current Chief Executive Officer, in
consultation with the combined company’s chairman, Dex Media’s current Chief Executive
Officer, will determine Donnelley’s other senior management
positions using a “best in
class” approach. All Donnelley executive officers following the completion of the
merger will be appointed by the Donnelley board upon the recommendation of the combined
company’s Chief Executive Officer, in consultation with the chairman.

    e.

    The terms of the exchange of equity securities, all else being equal, the acquiring
entity is the combining entity that pays a premium over the market value of the equity
securities of the other combining entity or entities.

    The merger consideratio