SEC Form 4
FORM 4

[  ] Check this box if no longer
subject to Section 16. Form 4 or Form
5 obligations may continue.
See Instruction 1(b).
 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: January 31, 2005
Estimated average burden
hours per response. . . . . 0.5
1. Name and Address of Reporting Person*
Portland, Michael
(Last)                      (First)                      (Middle)
c/o RR Donnelley
77 West Wacker Drive
(Street)
Chicago,    IL   60601
(City)                      (State)                      (Zip)
2. Issuer Name
and Ticker or Trading Symbol

R.R. Donnelley & Sons Company
DNY
3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)
4. Statement for
    (Month/Day/Year

03/26/2003

5. If Amendment,
    Date of Original
    (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

   Director      10% Owner
X Officer (give title below)        Other (specify below)

Description           Executive Vice President
7. Individual or Joint/Group
    Filing (Check Applicable Line)

X   Form filed by One Reporting Person
     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. Owner-
    ship
    Form:
    Direct (D)
    or
    Indirect (I)

    (Instr. 4)
7. Nature of
     Indirect
     Beneficial
     Ownership

    (Instr. 4)
Code
V
Amount
A/D
Price


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. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    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(DE) and
    Expiration Date(ED)
    (Month/Day/Year)
7. Title and Amount of
    Underlying Securities
    (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. Owner-
ship
Form of
Deriv-
ative
Securities:
Direct (D)
or
Indirect (I)

(Instr.4) 		11. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr.4)
Code
V
A
D
DE
ED
Title
Amount or Number of Shares
Employee Stock Option (Right to Buy) $18.80 03/26/2003
A
25,000       
(1)
03/25/2013
Common Stock(2)
25,000
(3)
25,000
D

Explanation of Responses:

 
(1) Option becomes exercisable as follows: 20% after one year, 40% after two years, 60% after three years and 100% after four years.
(2) Common Stock, and rights to purchase Series A Junior Participating Preferred Stock attached thereto.
(3) Company granted stock option issued pursuant to Rule 16b-3 Plan.

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Monica M. Fohrman, Jennifer B. Reiners and Scott D. Russell, and each of them, his/her true and lawful attorney-in-fact and agent in any and all capacities, to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as a director or officer of R.R. Donnelley & Sons Company (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as well as Forms 144 in accordance with the Securities Act of 1933 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5, and/or Form 144, and timely file such Form(s) with the United States Securities and Exchange Commission ("SEC") and the New York Stock Exchange, including completion of Form ID or any other form or document required to utilize the SEC's electronic filing system; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each attorney-in-fact named herein full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, with full power of substitution or revocation, hereby ratifying and confirming that such attorney-in-fact or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act, as amended.

The undersigned revokes all prior powers of attorney related to the subject matter of this Power of Attorney. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company unless earlier revoked by the undersigned in signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of August, 2002.

/s/ Michael Portland
By: Date:
/s/ Jennifer Reiners, pursuant to a Power of Attorney 03/27/2003
** Signature of Reporting Person
SEC 1474 (9-02)


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.
Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB Number.