Commission file number 001-07155

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                              Yes X      No     

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

*    R.H. Donnelley Inc. is a wholly owned subsidiary of R.H. Donnelley Corporation. R.H. Donnelley Inc. became subject to the filing requirements of Section 15(d) on October 1, 1998 in connection with the public offer and sale of its 9 1/8% Senior Subordinated Notes. As of May 1, 2000, 100 shares of R.H. Donnelley Inc. common stock, no par value, were outstanding.

The accompanying notes are an integral part of the consolidated financial statements.

R.H. Donnelley Corporation and Subsidiaries
Consolidated Balance Sheets (Unaudited)

The accompanying notes are an integral part of the consolidated financial statements.

R.H. Donnelley Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)

The accompanying notes are an integral part of the consolidated financial statements.

Prior to July 1, 1998, R.H. Donnelley Corporation (the "Company") operated as part of The Dun & Bradstreet Corporation (in the context of specifically describing the Distribution, referred to as "Old D&B," otherwise "D&B"). In December 1997, the Board of Directors of Old D&B approved in principle a plan to separate into two publicly traded companies - the Company and The New Dun & Bradstreet Corporation ("New D&B"). The distribution ("Distribution") was the method by which Old D&B distributed to its shareholders shares of New D&B common stock. On July 1, 1998, as part of the Distribution, Old D&B distributed to its shareholders shares of New D&B stock and Old D&B changed its name to R.H. Donnelley Corporation.

The interim financial statements have been prepared in accordance with the instructions to Form 10-Q and should be read in conjunction with the financial statements and related notes included in the Company's Form 10-K for the year ended December 31, 1999. The results of interim periods are not necessarily indicative of results for the full year or any subsequent period. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for the periods presented have been included. Certain 1999 amounts have been restated to conform to the 2000 presentation.

The table below provides a reconciliation of basic weighted average shares outstanding to diluted weighted average shares outstanding for each period presented. The conversion of dilutive shares has no impact on operating results.

Long-term debt at March 31, 2000 and December 31, 1999 consisted of the following:

The Senior Subordinated Notes (the "Notes") pay interest semi-annually and mature in June 2008. The Notes Indenture contains covenants that, among other things, restrict the ability of the Company and its subsidiaries to incur certain additional debt and liens and engage in mergers, consolidations and asset sales. The Notes are callable at the option of the Company at any time on or after June 1, 2003.

The Company's committed bank facilities consist of an aggregate $300,000 Senior Secured Term Facilities ("Term Facilities") and a $100,000 Senior Revolving Credit Facility (the "Revolver," and together with the Term Facilities, the "Credit Agreement"). The Term Facilities require quarterly principal repayments and mature between June 2004 and December 2006. The Revolver matures in June 2004. These facilities bear interest at a floating rate based on a spread over London interbank offered rate (LIBOR) or the greater of either the Prime rate or the Fed Funds rate plus 50 basis points, at the election of the Company. The Company's obligations under the Credit Agreement are secured by security interests granted to the lenders in substantially all of the Company's assets, including capital stock of its existing and newly formed subsidiaries. The Credit Agreement contains covenants that, among other things, restrict the ability of the Company and its subsidiaries to engage in mergers, consolidations and asset sales, incur additional indebtedness or create liens and require the Company to maintain certain financial ratios.

During the three months ended March 31, 2000, the Company repurchased 1,019 shares at a cost of $17,075.

In April 1999, Sandy Goldberg, Dellwood Publishing, Inc. and Rockland Yellow Pages initiated a lawsuit against R.H. Donnelley Inc. ("Donnelley"), a wholly owned subsidiary of the Company, and Bell Atlantic Corporation ("Bell Atlantic") in the United States District Court of the Southern District of New York. The Rockland Yellow Pages is a proprietary directory that competes against a Bell Atlantic directory in the same region, for which Donnelley is the sales agent. The complaint alleges that the defendants disseminated false information concerning the Rockland Yellow Pages, which has resulted in damages to the Rockland Yellow Pages. The plaintiffs are alleging a variety of claims including RICO violations, antitrust violations and Lanham Act violations. They are seeking damages in excess of $30,000, which amount plaintiffs are seeking to have trebled under the antitrust laws. In addition, the plaintiffs are also seeking punitive damages in an unspecified amount. Management intends to mount a vigorous defense of Donnelley in this matter. In June 1999, the defendants filed a motion to dismiss this complaint. In September 1999, the plaintiffs filed papers in opposition to defendants' motion to dismiss and in November 1999, the defendants answered these opposition papers and again moved to dismiss the complaint. A hearing on this motion has not yet been scheduled. In February 2000, Yellow Book USA, Inc., one of the Company's primary competitors, acquired Dellwood Publishing, Inc. At this preliminary stage in the proceedings, management is unable to predict the outcome of this matter, but presently believes that the resolution of the action will not have a material adverse effect on the Company's financial position or results of operations.

In July 1996, Information Resources, Inc. ("IRI") filed a complaint in the United States District Court for the Southern District of New York, naming as defendants the Company (as successor of Old D&B), ACNielsen Company and IMS International Inc., each former subsidiaries of D&B ("IRI Action"). The complaint alleges, among other things, various violations of the antitrust laws and seeks damages in excess of $350,000, which IRI is seeking to have trebled under the antitrust laws. IRI also seeks punitive damages of an unspecified amount. Under the definitive agreement entered into in connection with the Distribution (the "Distribution Agreement"), New D&B has assumed the defense and will indemnify the Company against any payments to be made by the Company or Donnelley in respect of the IRI Action, under the Indemnity and Joint Defense Agreement entered into in connection with the Distribution or otherwise, including any ongoing legal fees and expenses related thereto. Management presently believes that New D&B has sufficient financial resources and/or borrowing capacity to satisfy all such liabilities and to reimburse the Company for all costs and expenses incurred. Management does not believe that the previously announced separation of Moody's from New D&B would have a material adverse impact on these indemnity rights of the Company because, under the Distribution Agreement, New D&B would be obligated to cause Moody's to agree to be jointly and severally liable with New D&B for those indemnity obligations to the Company.

Certain tax planning strategies entered into by Old D&B are currently subject to review by tax authorities. The Internal Revenue Service (the "IRS") is currently reviewing Old D&B's utilization of certain capital losses during 1989 and 1990. While the IRS has not issued a formal assessment with respect to these transactions, the IRS has assessed other companies that had entered into similar types of transactions, and New D&B expects the IRS to issue an assessment during the second quarter of 2000. If an assessment is made and should the IRS prevail, the total cash obligation to the IRS at March 31, 2000, would approximate $565,000 for taxes and accrued interest. Pursuant to a series of agreements, IMS Health Incorporated ("IMS") and Nielsen Media Research, Inc. ("NMR") (both of which are former subsidiaries of D&B) are each jointly and severally liable to pay 50%, and Old D&B is liable for the remaining 50% of any payments for taxes and accrued interest arising from this matter and certain other potential tax liabilities after Old D&B pays the first $137,000 of tax liability. As explained above, as a result of the form of the Distribution, the Company is the corporate successor of, and the taxpayer referred to herein as, Old D&B. However, pursuant to the terms of the Distribution Agreement and the Tax Allocation Agreement executed in connection with the Distribution, New D&B has assumed the defense and will indemnify the Company and Donnelley against any payments to be made by the Company or Donnelley in respect of any tax liability that may be assessed and any costs and expenses relating thereto, including any ongoing legal fees and expenses related thereto. Accordingly, management believes that such tax liabilities and the costs and expenses relating thereto will have no material adverse impact on the consolidated financial position or results of operations of the Company. Further, management presently believes that New D&B, IMS and NMR have sufficient financial resources and/or borrowing capacity to satisfy all such liabilities and to reimburse the Company for all costs and expenses relating thereto. Management does not believe that the previously announced separation of Moody's from New D&B would have a material adverse impact on these indemnity rights of the Company because, under the Distribution Agreement, New D&B would be obligated to cause Moody's to agree to be jointly and severally liable with New D&B for those indemnity obligations to the Company.

Other than the matters described above, the Company and Donnelley are involved in legal proceedings, claims and litigation arising in the ordinary conduct of its business. Although there can be no assurances, management presently believes that the outcome of such legal proceedings will not have a material adverse affect on the Company's financial position, results of operations or cash flows.

The Company has a 50/50 partnership ("DonTech") with an operating unit of Ameritech Corporation ("Ameritech"), which acts as the exclusive sales agent for yellow pages directories published by Ameritech in Illinois and northwest Indiana. The DonTech partnership was initially a partnership between Donnelley and an operating unit of Ameritech, which since the merger of SBC Communications Inc. ("SBC") and Ameritech in October 1999, is now controlled by SBC. This merger did not trigger any change to the agreement governing the DonTech partnership. In addition to its 50% interest in the profits of DonTech, the Company also receives revenue participation income, which is tied to advertising sales, from an operating unit of SBC. This revenue participation income is not shown in the table below. The following is summarized combined financial information of the DonTech Partnership:

The Company recognized income and related fees from DonTech of $21,431 and $20,839 for the three months ended March 31, 2000 and 1999, respectively. These amounts include revenue participation income of $19,041 and $18,827 for the three months ended March 31, 2000 and 1999, respectively.

The Company is a sales agent for the CenDon partnership, a 50/50 partnership between the Company and an operating unit of Sprint that was formed to publish directories in Florida, Nevada, Virginia and North Carolina. The Company recognized income from the CenDon partnership of $7,381 and $6,646 for the quarter ended March 31, 2000 and 1999, respectively.

The Company holds an 18.75% equity interest in a joint venture ("Unicom Media Ltd.") with China United Telecommunications Corporation ("China Unicom") to publish yellow pages directories and to offer Internet directory services in the People's Republic of China. Unicom Media Ltd.'s directory operations commenced during the second quarter of 1999. The Company recognized a loss from the joint venture's directory operations of $181 for the quarter ended March 31, 2000. The book value of the Company's investment at March 31, 2000 was greater than its share of the underlying equity of Unicom Media Ltd. by approximately $12,841. This difference is being amortized over 10 years. Amortization expense for the first quarter 2000 was $353 and was included in income from partnerships and related fees.

The Company evaluates the performance of its operating segments and allocates resources to them based on operating income and other factors. Expenses for purposes of computing operating income for the reportable segments (except DonTech) includes those costs directly incurred by each business unit plus an allocation of certain shared operating and general and administrative expenses based on estimated business usage. Other represents expenses and assets not allocated to the operating segments. Interest expense, income tax expense and non-operating income and expenses are not allocated to the operating segments.

Selected financial results for the three-month period ended March 31, 2000 and 1999 and total assets at March 31, 2000 and 1999 are as follows:

(1)    Directory Publishing Services revenues do not include intracompany revenues of $245 and $243 for the three months ended March 31,
        2000 and 1999, respectively.

        An annual directory that published during the first quarter of 1999 will not be published in 2000 until the second quarter. Accordingly, first
        quarter 1999 publication cycle sales for DAS have been reduced by $23,309 from the amount reported in the prior year to conform to the
        2000 publication dates. This amount will be included in second quarter 1999 publication cycle sales in order to maintain comparability
        with the 2000 publication cycle.

(3)    EBITDA represents earnings before interest, taxes and depreciation and amortization. EBITDA is not a measurement of operating
        performance computed in accordance with generally accepted accounting principles and should not be considered as a substitute for
        operating income or net income prepared in conformity with generally accepted accounting principles. In addition, EBITDA may not be
        comparable to similarly titled measures of other companies.

On April 27, 2000, the Company announced that Donnelley and an operating unit of Bell Atlantic had entered into a non-binding letter of intent to mutually terminate its two New York State sales agency contracts. In connection with the termination of these agreements, Bell Atlantic would assume a substantial number of employees and leased real estate facilities and related assets used in the Bell Atlantic operations. The closing is expected to take place by the end of May 2000 and will be subject to negotiation and execution of a definitive agreement and to customary closing conditions.

The Company also announced that it had extended its business relationship with an operating unit of Sprint Corporation ("Sprint") through 2010. The new arrangement modifies the existing partnership agreement between Donnelley and Centel Directory Company and replaces the existing sales agency agreement. The new arrangement becomes effective with respect to directories published after July 1, 2000 and covers all of the Sprint markets currently served by Donnelley with the exception of Orlando, Florida, which remains covered by a separate agreement.

The Company also announced that it sold all the assets and operations associated with its Cincinnati proprietary directory business to Yellow Book USA, Inc. for $8,000.

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations

Except where otherwise indicated, the terms "Company," "we" and "our" refer to R.H. Donnelley Corporation and its wholly owned subsidiaries. Prior to January 1, 2000, the Company's only wholly owned subsidiary was R.H. Donnelley Inc. ("Donnelley"). During the first quarter of 2000, Get Digital Smart.com, Inc. was established as a wholly owned subsidiary of Donnelley to conduct the operations of our Internet initiative, known as "Get Digital Smart" ("GDS").

Our business is organized into four business segments: Directory Advertising Services ("DAS"), DonTech Partnership ("DonTech"), Directory Publishing Services ("DPS") and Get Digital Smart ("GDS"). Within our DAS segment, we provide advertising sales and marketing services for yellow pages and other directory products under long-term sales agency agreements and partnerships with operating units of major telephone companies, through our own independent proprietary operation and through a joint venture interest. We act as a sales agent in New York State for an operating unit of Bell Atlantic Corporation ("Bell Atlantic") and in Florida for an operating unit of Sprint Corporation ("Sprint"). We serve as the sales agent and publisher for the CenDon partnership ("CenDon"), a 50/50 partnership with an operating unit of Sprint that was formed to publish directories in Florida, Nevada, Virginia and North Carolina. We also publish our own independent yellow pages directory in the Cincinnati area. Lastly, we have an 18.75% equity interest in a joint venture ("Unicom Media Ltd.") with China United Telecommunications Corporation ("China Unicom") to publish yellow pages directories and to offer Internet directory services in the People's Republic of China. Due to their similarities, we aggregate these businesses in our DAS segment. Sales commission revenue from the Bell Atlantic and Sprint sales agency operations are recognized when an advertising contract is signed with a customer. Sales commission revenue from CenDon and revenue from the sale of advertising in our independent Cincinnati directory are recognized when a directory is published, since in each case we are the publisher.

We are a 50% partner in DonTech, which acts as the exclusive sales agent for yellow pages directories published by Ameritech Corporation ("Ameritech") in Illinois and northwest Indiana. Our partner in DonTech was initially an operating unit of Ameritech, which since the merger of SBC Communications Inc. ("SBC") and Ameritech in October 1999, is now controlled by SBC. This merger did not trigger any change to the agreement governing the DonTech partnership. In addition to our 50% interest in the profits of DonTech, we receive direct fees ("Revenue Participation") from an operating unit of SBC, which are tied to advertising sales. While DonTech provides advertising sales of yellow pages and other directory products similar to our DAS segment, the partnership is considered a separate operating segment since, among other things, the employees of DonTech, including officers and managers, are not our employees.

Within the DPS segment, we provide pre-press publishing services for yellow pages directories, including advertisement creation, sales contract management, listing database management, sales reporting and commissions, pagination, billing services and imaging, to other yellow pages publishers and certain existing customers under separately negotiated contracts. Revenue is recognized on a straight-line basis throughout the year as the services are performed.

In our GDS segment, we offer a variety of services designed to deliver a comprehensive package of Internet marketing and e-commerce services to small and medium-sized local businesses. Through a number of agreements with leading providers of Internet technology and services, we offer services such as Web-site design and hosting, e-commerce capabilities, services to drive traffic and exposure to our clients' Web-sites and Internet connectivity. This business is initially being marketed in the Miami/Fort Lauderdale, Florida area and we expect to expand during 2000 into other markets where we do not presently provide services, depending upon our results in southern Florida.

On April 27, 2000, we announced several strategic actions that will reshape our business to focus on our core businesses, DonTech and Sprint. We believe these initiatives will allow us to improve our earnings base, improve cost efficiencies and fund growth opportunities.

• We entered into a non-binding letter of intent with Bell Atlantic to mutually terminate our two New York State sales agency contracts. In connection with the termination of these agreements, Bell Atlantic would assume a substantial number of employees and leased real estate facilities and related assets used in the Bell Atlantic operations. The closing is expected to take place by the end of May 2000 and will be subject to negotiation and execution of a definitive agreement and to customary closing conditions.

• We extended our business relationship with an operating unit of Sprint through 2010. The new arrangement modifies the existing partnership agreement between Donnelley and Centel Directory Company and replaces the existing sales agency agreement. The new arrangement becomes effective with respect to directories published after July 1, 2000 and covers all of the Sprint markets that we currently serve with the exception of Orlando, Florida, which remains covered by a separate agreement. As a result of the change, we estimate that we will recognize a one-time operating income benefit of $25 million in the second quarter 2000 as a result of different revenue recognition associated with the new arrangement. While we will recognize that one-time operating income benefit, cash flows from our Sprint relationship will not be materially affected through the end of 2004, when the existing arrangement was scheduled to expire.

• We sold all the assets and operations associated with our Cincinnati proprietary directory business to Yellow Book USA, Inc. for $8 million.

We intend to use the net proceeds from these transactions to repurchase stock, repay debt and fund growth opportunities, including current funding levels for GDS. We announced that we will implement a new share repurchase program for up to $100 million to replace the current $25 million Open Market Share Repurchase program (of which $17 million has been spent), pursuant to which we will purchase stock in the open market over the 18 to 24 months following the closing of the Bell Atlantic transaction and subject to market conditions and compliance with our debt covenants.

All 1999 data included herein have been restated to reflect a change in the recording of revenue for certain directories in the Sprint relationship. The impact of the restatement was to increase calendar cycle and publication cycle advertising sales ($44.9 million), net revenues ($8.9 million), total expenses ($3.6 million), operating income ($5.3 million) and net income ($3.2 million).

Calendar Cycle Basis
Calendar cycle advertising sales represent the billing value of advertisements sold for an annual directory by the Company and DonTech in a given calendar year. These sales are recognized on the same basis on which revenues are recognized (that is, when a sales contract is signed where we are a sales agent or when the directory is published where we are the publisher of the directory). The selling of advertising for a specific directory is managed as a sales campaign. The typical sales campaign begins approximately six to eight months prior to the scheduled publication date. As a result, where we act as a sales agent, the amount of calendar sales can fluctuate from the prior year due to various factors, including changes in the actual commencement date of the sales campaign and the timing of sales during the sales campaign.

Calendar cycle advertising sales in the first quarter of 2000 were $217.5 million, a decrease of $3.9 million, or 1.8% compared to $221.4 million in the first quarter 1999. Advertising sales for each segment are as follows:

Publication Cycle Basis
Management believes that an additional useful measurement of sales performance is the publication cycle basis. This method measures sales based on the value of an annual directory according to its publication date regardless of when the advertising for that directory was sold. If a directory publication date changes from one year to the next, the prior year publication date is adjusted to conform to the present year to maintain comparability. In 1999, the Albany directory published in March, whereas in 2000, the directory will publish in April. Accordingly, DAS publication cycle sales for the first quarter of 1999 in the table below have been adjusted to eliminate $23.3 million of sales reported in the prior year. This amount will be included in the second quarter 1999 to maintain comparability with the 2000 publication cycle.

Publication cycle advertising sales in the first quarter of 2000 were $226.2 million compared to $226.3 million in the first quarter 1999. Advertising sales for each segment are as follows:

The publication value of directories in the Sprint markets increased $1.9 million, primarily due to growth in the Las Vegas directory and the publication value of directories in the Bell Atlantic markets increased $1.2 million due to growth in various directories, including directories in the Buffalo markets. Publication cycle sales at DonTech decreased as sales for the Chicago directory were below last year's level due to certain systems problems related to the administration of the billing and collection functions which resulted in inefficiencies in the Chicago 2000 directory campaign. We believe that the underlying systems problems have largely been addressed, although we expect some residual effects in 2000 as our results steadily improve throughout the year, with a return to normal growth rates during the fourth quarter.

The Securities and Exchange Commission ("SEC") recently issued a Staff Accounting Bulletin ("SAB") No. 101 - "Revenue Recognition in Financial Statements" requiring companies to report revenues net of estimated claims and allowances. Previously, we recorded claims and allowances as an expense; however, as a result of this SAB, revenues are now reported net of estimated claims and allowances. There was no impact on operating income as a result of this reclassification. Prior year amounts have been reclassified to conform to the 2000 presentation.

Net revenues for the first quarter of 2000 were $41.4 million, an increase of $0.9 million, or 2.2% compared to $40.5 million in the first quarter of 1999. Net revenues by segment are as follows:

The increase in DAS revenue is primarily due to the growth in the Las Vegas directory and higher sales, mainly due to timing, in the Central Florida market mentioned above. Although calendar sales for Bell Atlantic decreased from the prior year, revenue was flat due to favorable billing adjustments received from Bell Atlantic.

Total expenses of $44.0 million in the first quarter of 2000 were relatively consistent with the prior year amount of $44.1 million. However, expenses for 2000 include $2.1 million relating to Get Digital Smart. Excluding these expenses, total expenses decreased approximately $2.0 million, primarily due to cost saving initiatives implemented last year, certain one-time expenses incurred in 1999 and favorable timing factors. Due to cost saving initiatives, we have reduced costs in our publishing operations and information technology support function by approximately $0.6 million and reduced marketing related expenses by $0.3 million. In 1999, we incurred certain one-time expenses relating to Y2K issues ($0.3 million) and expenses relating to our investment in Unicom Media Ltd. ($0.2 million). The remaining decrease in expenses was primarily due to timing.

Income from partnerships and related fees of $28.2 million increased by $0.7 million, or 2.5% compared to $27.5 million for the first quarter of 1999. Increases at DonTech ($0.6 million) and CenDon ($0.6 million) were partially offset by our share of the losses and amortization expense related to our investment in Unicom Media Ltd. ($0.2 million and $0.3 million, respectively).

Operating income for the first quarter of 2000 increased $1.7 million, or 7.1% to $25.6 million compared to $23.9 million in the first quarter 1999. Operating income for the reportable segments (except DonTech) includes those costs directly incurred by each business unit plus an allocation of certain shared operating and general and administrative expenses based on estimated business usage. Operating income (loss) by segment is as follows:

Interest expense for the first quarter 2000 was $9.2 million compared to $9.7 million in the first quarter 1999. The decrease is primarily due to a decrease in average outstanding debt of approximately $20 million partially offset by higher interest on our variable rate debt due to higher short-term interest rates in the first quarter 2000 compared to the first quarter 1999. The effect of higher short-term interest rates on our variable rate debt was partially mitigated by our interest rate swaps.

The effective tax rate for the first three months of 2000 was 40.8%, consistent with the effective tax rate for the first quarter 1999.

Net income for the first quarter 2000 was $9.7 million, or $0.29 per diluted share compared to $8.5 million, or $0.25 per diluted share in the first quarter 1999. This increase is due to the factors described above.

In June 1998, Donnelley borrowed $300 million under its Senior Secured Term Facilities ("Term Facilities") and issued $150 million of Senior Subordinated Notes (the "Notes"). Donnelley also borrowed $50 million against its $100 million Senior Revolving Credit Facility (the "Revolver," and together with the Term Facilities, the "Credit Agreement"). Our obligations under the Credit Agreement are secured by security interests granted to the lenders in substantially all of our assets, including capital stock in our existing and newly formed subsidiaries. The Term Facilities mature between June 2004 and December 2006, and require quarterly principal repayments through 2006. The Revolver matures in June 2004. The Notes pay interest semi-annually at the annual rate of 9.125%, and are due in June 2008. The Credit Agreement and the Indenture governing the Notes each contain various financial and other restrictive covenants, including restrictions on asset dispositions and similar transactions, indebtedness, capital expenditures and commitments.

Net cash provided by operations increased $6.2 million, to $35.0 million, in the first quarter 2000 compared to $28.8 million in the first quarter 1999. The increase is primarily due to the receipt of a $6.0 million income tax refund during the quarter, lower net interest payments due to lower average outstanding borrowings and higher net income. These increases were partially offset by lower cash distributions from our partnerships due to timing and spending on our Get Digital Smart business. We believe that cash from operations and available debt capacity under the Revolver will be sufficient to fund our operations and meet our anticipated investment, capital expenditures and debt service requirements for the foreseeable future.

Net cash used in investing activities during the first quarter 2000 was $3.2 million compared to $1.2 million in the first quarter 1999. As previously mentioned, during the quarter we made an additional $1.0 million investment in Unicom Media Ltd. The remaining increase is due to higher computer equipment spending. We anticipate investing an additional $3.0 million in 2000 and $2.5 million in 2001 in Unicom Media Ltd. Under the terms of the Unicom Media Ltd. joint venture agreement, we had an option to purchase an additional 12.5% interest for $10 million; however, we have declined to exercise this option. Also, with respect to GDS, we expect to expend between $4 million and $6 million for the remainder of the year. Other than our additional investments to be made in Unicom Media Ltd. and our anticipated funding of GDS, we currently have no material commitments for investment spending or capital expenditures.

Net cash used in financing activities of $18.3 million was primarily for the repurchase of stock under our Share Repurchase Plans (as defined below) and the repayment of debt.

At March 31, 2000, we had cash on hand of $16.0 million and available borrowing capacity of $100 million under the Revolver.

In the first quarter 2000, we spent approximately $17.1 million to repurchase 1,019,000 shares of common stock under both our Systematic Share Repurchase Plan and our Open Market Share Repurchase Plan (collectively, "Share Repurchase Plans"), which represented 3.1% of the outstanding shares at the beginning of the year. Under our current $25 million Open Market Share Repurchase Plan, we have remaining authority to repurchase approximately $7.9 million of common stock, which we intend to utilize during the second quarter of 2000. We recently announced that we intend to implement a new share repurchase program of up to $100 million to commence after the closing of the termination of the sales agency contracts with Bell Atlantic. In addition, at March 31, 2000, we had available authorization to repurchase up to 2.4 million shares under the Systematic Share Repurchase Plan to offset the dilutive impact on earnings of the exercise of employee stock options. The repurchase of shares under the Share Repurchase Plans (including the new program) will be funded from the net proceeds received from the transactions described under "Recent Developments" and operating cash flows and will be executed subject to market conditions and compliance with our debt covenants.

The Year 2000 ("Y2K") issue is the result of computer programs being written using two digits rather than four digits to define the applicable year. Prior to January 1, 2000 there was a great deal of concern that the Y2K issue could result in systems failures or disruptions of operations, including the inability to process ordinary business transactions. To date, we have not experienced any material systems failures or disruptions, and do not anticipate that we will experience any material systems failures or disruptions related to Y2K issues, although no assurances can be given. For a detailed discussion of our Y2K compliance program, see "Management's Discussion and Analysis - Year 2000 Issue" in our Quarterly Report on Form 10-Q for the period ended September 30, 1999.

We are exposed to interest rate risk through our Credit Agreement where we borrow at prevailing short-term variable rates. In order to manage our exposure to fluctuations in interest rates, we have entered into interest rate swap agreements which allow us to raise funds at floating rates and effectively swap them into fixed rates that are lower than those available if fixed rate borrowings were made directly. These derivative financial instruments are viewed as risk management tools and are entered into for hedging purposes only. We do not use derivative financial instruments for trading or speculative purposes. There has been no change in the $175 million outstanding notional amount of interest rate swaps since December 31, 1999. The unrealized fair value of the swaps was a gain of $5.0 million at March 31, 2000.

We are exposed to foreign exchange risk through our equity interest in Unicom Media Ltd. Our required contributions in 2000 and 2001 of $3.0 million and $2.5 million, respectively, are subject to adjustment if the exchange rate of the People's Republic of China currency (RMB) on the date of payment is more than 10% higher or lower than the specified exchange rate of RMB8.2778. There has been no material change in our foreign exchange risk from year-end.

Item 3.   Quantitative and Qualitative Disclosure About Market Risk

The requirements of this Item are discussed in Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations.

Item 1.  Legal Proceedings

Reference is made to the discussion of legal proceedings under Item 3 of Part I in the Company's Annual Report on Form 10-K for the year ended December 31, 1999 ("10-K"). Except as described below, there has been no material change in the information with respect to legal proceedings from that set forth in the 10-K. On April 19, 2000, Dun and Bradstreet Corporation ("D&B") disclosed that it estimated that the total cash obligation to the United States Internal Revenue Service as of March 31, 2000 in connection with the challenged tax planning strategies described in the 10-K was $565 million. As described in the 10-K, D&B has agreed to indemnify the Company against any liability in connection with this matter.

The Company is also involved in certain legal proceedings incidental to the normal conduct of its business. Although there can be no assurances, management believes that the outcome of such legal proceedings will not have a material adverse effect on the Company's financial position, results of operations or cash flows.

Item 4.  Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Stockholders ("Meeting") in Wilmington, Delaware on May 4, 2000. At the Meeting, the Company's stockholders elected the two Class I Directors nominated for election by the Board of Directors to serve three-year terms as follows:

The other members of the Company's Board of Directors, Frank R. Noonan, Kenneth G. Campbell, Darius W. Gaskins, Jr., William G. Jacobi, Carol J. Parry and Barry Lawson Williams, were not subject to re-election by stockholders this year and continue in office.

At the Meeting, the Company's stockholders also ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent accountants for 2000 as follows:

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.