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U.S. $200,000,000 33-49539
R. R. DONNELLEY & SONS COMPANY RULE 424(b)(3)
MEDIUM-TERM NOTES, SERIES B
(FIXED RATE)
PRICING SUPPLEMENT NO. 5, DATED SEPTEMBER 21, 1994
TO PROSPECTUS DATED AUGUST 17, 1994 AND PROSPECTUS
SUPPLEMENT DATED AUGUST 17, 1994.
Principal Amount: Interest Rate:
$5,000,000 7.07%
Original Issue Date: Stated Maturity:
October 3, 1994 October 3, 1997
Regular Record Date(s): Interest Payment Date(s):
May 1 and November 1 May 15 and November 15
Form: [XX] Book-Entry [ ] Certificated
Specified Currency: U.S. Dollars
Option to Elect Payments in U.S. Dollars: [ ] Yes [ ] No
(Applicable only if Specified Currency is other than U.S. Dollars)
Authorized Denominations:
(Applicable only if Specified Currency is other than U.S. Dollars)
Agent's Commission (%): .35% U.S. Depositary: DTC
Net Proceeds to the Company (%): 99.65% Overdue Rate: N/A
Optional Redemption: [ ] Yes [XX] No
Initial Redemption Date: N/A
The Redemption Price shall initially be % of the principal amount of the
Note to be redeemed and shall decline at each anniversary of the Initial
Redemption Date by % of the principal amount to be redeemed until the
Redemption Price is 100% of such principal amount. N/A
Optional Repayment: [ ] Yes [XX] No
Optional Repayment Dates: N/A
Optional Repayment Prices: N/A
Optional Interest Reset: [ ] Yes [XX] No
Optional Interest Reset Dates: N/A
Optional Extensions of Maturity: [ ] Yes [XX] No
Extension Period: N/A
Number of Extension Periods: N/A
Final Maturity Date: N/A
Currency Determination Agent: N/A
(Applicable only if Specified Currency is other than U.S. Dollars)
Amortizing Note: [ ] YES [XX] NO
Other Provisions: N/A
Original Issue Total Amount of Issue Price (expressed
Discount Security: OID: N/A as percentage of
aggregate principal
[ ] Yes [XX] No amount: 100%
Yield To Maturity: Short Accrual Method Used To
N/A Period OID: N/A Determine Yield For
Short Accrual Period:
N/A
[ ] Approximate [ ] Exact
The Company has allocated Debt Securities (as defined in the Prospectus)
having an initial public offering amount of $200,000,000 for sale as Medium Term
Notes, Series B (the "Notes") pursuant to the Prospectus Supplement to which
this Pricing Supplement is attached. As of the date of this Pricing Supplement,
the aggregate principal amount of the Notes which have been sold (including the
Notes to which this Pricing Supplement relates) is $33,000,000.
MERRILL LYNCH & CO.
