SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP (Last) (First) (Middle) 85 BROAD ST (Street) NEW YORK NY 10004 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol R H DONNELLEY CORP [ RHD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/14/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								9,058	I	See Footnotes ( 1 ) ( 2 ) ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Cumulative Preferred Stock	( 5 )	01/14/2005		S			100,303	( 5 )	( 5 )	Common Stock	4,898,521 ( 6 )	( 4 )	100,301 ( 6 )	I	See Footnotes ( 4 ) ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) ( 13 ) ( 14 ) ( 15 )
Warrants to purchase Common Stock	$28.62							( 7 )	01/03/2008	Common Stock	1,072,500		1,072,500	I	See Footnotes ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) ( 13 ) ( 14 ) ( 15 )
Warrants to purchase Common Stock	$26.28							( 7 )	01/03/2008	Common Stock	577,500		577,500	I	See Footnotes ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) ( 13 ) ( 14 ) ( 15 )
Stock Options (right to buy)	$29.585							( 16 )	05/01/2010	Common Stock	1,500		1,500	I	See Footnote ( 16 )
Stock Options (right to buy)	$29.585							( 17 )	05/01/2010	Common Stock	1,500		1,500	I	See Footnote ( 17 )
Stock Options (right to buy)	$47.06							( 18 )	05/05/2011	Common Stock	1,500		1,500	I	See Footnote ( 18 )
Stock Options (right to buy)	$47.06							( 19 )	05/05/2011	Common Stock	1,500		1,500	I	See Footnote ( 19 )
Stock Options (right to buy)	$29.205							( 20 )	01/03/2013	Common Stock	1,500		1,500	I	See Footnote ( 20 )
Stock Options (right to buy)	$29.205							( 21 )	01/03/2013	Common Stock	1,500		1,500	I	See Footnote ( 21 )

1. Name and Address of Reporting Person* GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP (Last) (First) (Middle) 85 BROAD ST (Street) NEW YORK NY 10004 (City) (State) (Zip)

1. Name and Address of Reporting Person* GS EMPLOYEE FUNDS 2000 GP LLC (Last) (First) (Middle) 85 BROAD ST (Street) NEW YORK NY 10004 (City) (State) (Zip)

Explanation of Responses:

1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Advisors 2000, L.L.C. ("GS Advisors"), Goldman, Sachs & Co. oHG ("GS oHG"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000"), GS Capital Partners 2000, L.P. ("GS Capital"), GS Capital Partners 2000 Offshore, L.P. ("GS Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GS Germany"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct" and, together with GS Capital, GS Offshore, GS Germany and GS Employee, the "Purchasers") (GS Group, Goldman Sachs, GS Advisors, GS oHG, GS GmbH, GS Employee 2000, and the Purchasers, collectively, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

2. GS Group may be deemed to beneficially own, in aggregate, 9,000 shares of R.H. Donnelley Corporation (the "Company"), common stock, par value $1.00 per share ("Common Stock") which were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan, consisting of grants of 1,500 deferred shares to each of Robert R. Gheewalla and Terence M. O'Toole, each a managing director of Goldman Sachs, in their capacity as directors of the Company, on the grant dates of January 3, 2003, May 1, 2003 and May 5, 2004. Each grant of 1,500 deferred shares vests in equal annual installments at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders, following the date of grant.

3. Goldman Sachs owns beneficially and directly and GS Group may be deemed to own beneficially and indirectly 58 shares of Common Stock. Goldman Sachs also has open short positions of 9,015 shares of Common Stock. Goldman Sachs is a direct and indirect wholly owned subsidiary of GS Group. Each of the Reporting Persons, other than Goldman Sachs and GS Group, disclaims beneficial ownership of the shares of Common Stock directly owned by Goldman Sachs and GS Group.

4. On January 14, 2005, pursuant to the Stock Purchase Agreement, dated as of January 10, 2005, and among the Company and the Purchasers, the Purchasers sold the following shares of Convertible Cumulative Preferred Stock ("Preferred Stock") to the Company for $2,763.60 per share: GS Capital Partners sold 55,314 shares of Preferred Stock, which were convertible into 2,701,384 shares of Common Stock; GS Offshore sold 20,099 shares of Preferred Stock, which were convertible into 981,580 shares of Common Stock; GS Germany sold 2,311 shares of Preferred Stock, which were convertible into 112,862 shares of Common Stock; GS Employee sold 17,564 shares of Preferred Stock, which were convertible into 857,777 shares of Common Stock; and GS Direct sold 5,015 shares of Preferred Stock, which were convertible into 244,918 shares of Common Stock.

5. Each share of Preferred Stock is convertible at any time at the option of the holder into a number of fully paid and nonassessable shares of Common Stock equal to $1,000 for each share of Preferred Stock outstanding, plus an amount equal to all accrued but unpaid dividends thereon as of the date of conversion, divided by $24.05. The Certificate of Designations governing the Preferred Stock contains customary anti-dilution protection for the shares of Preferred Stock. The Preferred Stock may be redeemed by the Company, at its option, at any time after January 3, 2013.

6. The number of shares of Common Stock underlying the Preferred Stock increases as dividends accumulate on the Preferred Stock.

7. Immediately exercisable.

8. GS Group may be deemed to own beneficially and indirectly an aggregate of 6,548,423 shares of Common Stock by reason of the Purchasers' beneficial ownership of (i) 100,301 shares of Preferred Stock, which are convertible into 4,898,423 shares of Common Stock, (ii) warrants at an exercise price of $28.62 per share ("Warrants") to purchase 1,072,500 shares of Common Stock and (iii) warrants at an exercise of $26.28 per share (the "November Warrants") to purchase 577,500 shares of Common Stock.

9. Goldman Sachs may be deemed to own beneficially and indirectly an aggregate of 6,548,423 shares of Common Stock by reason of the Purchasers' beneficial ownership of (i) 100,301 shares of Preferred Stock, which are convertible into 4,898,423 shares of Common Stock and (ii) Warrants to purchase 1,072,500 shares of Common Stock and (iii) November Warrants to purchase 577,500 shares of Common Stock.

10. Affiliates of GS Group and Goldman Sachs are the general partners, managing general partners or managing partners of the Purchasers. Goldman Sachs is the investment manager of each of the Purchasers. Goldman Sachs is a direct and indirect wholly owned subsidiary of GS Group. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities owned by the Purchasers except to the extent of their pecuniary interest therein. Each of the Reporting Persons other than Goldman Sachs and GS Group disclaims beneficial ownership of the shares of Common Stock directly owned by Goldman Sachs and GS Group.

11. GS Capital may be deemed to own beneficially and directly and its general partner, GS Advisors, may be deemed to own beneficially and indirectly an aggregate of 3,611,247 shares of Common Stock by reason of GS Capital's beneficial ownership of (i) 55,313 shares of Preferred Stock, which are convertible into 2,701,335 shares of Common Stock, (ii) Warrants to purchase 591,442 shares of Common Stock and (iii) November Warrants to purchase 318,470 shares of Common Stock. GS Advisors disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

12. GS Offshore may be deemed to own beneficially and directly, and its general partner, GS Advisors, may be deemed to own beneficially and indirectly an aggregate of 1,312,158 shares of Common Stock by reason of GS Offshore's beneficial ownership of (i) 20,098 shares of Preferred Stock, which are convertible into 981,531 shares of Common Stock, (ii) Warrants to purchase 214,908 shares of Common Stock and (iii) November Warrants to purchase 115,719 shares of Common Stock. GS Advisors disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

13. GS Germany may be deemed to own beneficially and directly and each of (a) GS GmbH, the managing partner of GS Germany and (b) GS oHG, the sole stockholder of GS GmbH, may be deemed to own beneficially and indirectly an aggregate of 150,894 shares of Common Stock by reason of GS Germany's beneficial ownership of (i) 2,311 shares of Preferred Stock, which are convertible into 112,862 shares of Common Stock, (ii) Warrants to purchase 24,721 shares of Common Stock and (iii) November Warrants to purchase 13,311 shares of Common Stock. Each of GS GmbH and GS oHG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

14. GS Employee may be deemed to own beneficially and directly and its general partner, GS Employee 2000, may be deemed to own beneficially and indirectly an aggregate of 1,146,706 shares of Common Stock by reason of GS Employee's beneficial ownership of (i) 17,564 shares of Preferred Stock, which are convertible into 857,777 shares of Common Stock, (ii) Warrants to purchase 187,804 shares of Common Stock and (iii) November Warrants to purchase 101,125 shares of Common Stock. GS Employee 2000 disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

15. GS Direct may be deemed to own beneficially and directly, and its general partner, GS Employee 2000, may be deemed to own beneficially and indirectly an aggregate of 327,418 shares of Common Stock by reason of GS Direct's beneficial ownership of (i) 5,015 shares of Preferred Stock, which are convertible into 244,918 shares of Common Stock, (ii) Warrants to purchase 53,625 shares of Common Stock and (iii) November Warrants to purchase 28,875 shares of Common Stock. GS Employee 2000 disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

16. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Robert R. Gheewalla, a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. The options become exercisable as follows: one third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was May 1, 2003. Robert R. Gheewalla has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

17. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Terence M. O'Toole, a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. The options become exercisable as follows: one third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was May 1, 2003. Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

18. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Robert R. Gheewalla, a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. The options become exercisable as follows: one third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was May 5, 2004. Robert R. Gheewalla has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

19. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Terence M. O'Toole, a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. The options become exercisable as follows: one third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was May 5, 2004. Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

20. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Robert R. Gheewalla, a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. The options become exercisable as follows: one third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was January 3, 2003. Robert R. Gheewalla has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

21. These options were granted pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan to Terence M. O'Toole, a managing director of Goldman Sachs, in his capacity as a director of the Company. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. The options become exercisable as follows: one third (500 options) at the close of business of the day preceding each of the Company's next three Annual Meetings of Shareholders following the date of grant, which was January 3, 2003. Terence M. O'Toole has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

	/s/ Ted Chang, Attorney-in-fact	01/19/2005
	/s/ Ted Chang, Attorney-in-fact	01/19/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.