RR Donnelley & Sons Co – ‘10-K405’ for 12/31/98 – EX-3.(II)(B)

As of:  Wednesday, 3/31/99   ·   For:  12/31/98   ·   Accession #:  950131-99-2019   ·   File #:  1-04694

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Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Annual Report -- [x] Reg. S-K Item 405                45    250K 
 2: EX-3.(II)(A)  By-Laws                                             19     75K 
 3: EX-3.(II)(B)  Amend. to By-Laws Adopted 1-28-99                    1      7K 
 4: EX-4.(D)    Five-Year Credit Agmt. Dtd. 12-11-1998               112    414K 
 5: EX-4.(E)    364-Day Credit Agmt.                                 112    420K 
 6: EX-12       Comp. of Ratio of Earnings                             1      6K 
 7: EX-21       Subsidiaries                                           2     12K 
 8: EX-23       Consent of Accountants                                 1      7K 
 9: EX-27       Financial Data Schedule                                2      7K 

EX-3.(II)(B)   —   Amend. to By-Laws Adopted 1-28-99

EX-3.(II)(B)
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                                                                EXHIBIT 3(II)(B)

RESOLUTION OF 
THE BOARD OF DIRECTORS OF 
R. R. DONNELLEY & SONS COMPANY

JANUARY 28, 1999

Re:  Amendment of By-Laws                                                       

RESOLVED, that the By-Laws of the corporation be and hereby are amended as      
follows:                                                                        

(1) That, effective immediately, the first sentence of Section 2.8 of 
ARTICLE II is deleted and the following is substituted therefor:      

    "At all meetings of stockholders a stockholder may vote by proxy
   properly submitted by the stockholder or his duly authorized attorney-in-
fact."                                                                

     (2) That, effective on March 25, 1999, the first sentence of Section 3.2 of
ARTICLE III is deleted and the following is substituted therefor:     

         "The number of Directors which shall constitute the whole Board shall
be eleven (11) of whom four (4) shall be Directors of the First Class,
three (3) shall be Directors of the Second Class and four (4) shall be
Directors of the Third Class."                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K405’ Filing		Date		Other Filings
		4/1/99
Filed on:		3/31/99		10-Q
		3/25/99		DEF 14A
		1/28/99
For Period End:		12/31/98		10-K405/A
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