Exhibit 3(ii)(b)

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

                              September 20, 2001


Re:  Amendment of By-Laws

RESOLVED, that the By-Laws of the corporation be and hereby are amended,
effective September 20, 2001, as follows:

     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."