33-49539
                                                                   RULE
                                                                   424(b)(3)
 
                               U.S. $300,000,000
 
                         R. R. DONNELLEY & SONS COMPANY
 
                          MEDIUM-TERM NOTES, SERIES C
                                  (FIXED RATE)
 
                 PRICING SUPPLEMENT NO. 35, DATED JUNE 30, 1995
              TO PROSPECTUS DATED FEBRUARY 22, 1995 AND PROSPECTUS
                      SUPPLEMENT DATED FEBRUARY 22, 1995.
 
      Principal Amount: $7,400,000               Interest Rate: 6.685%
 
   Original Issue Date: July 6, 1995         Stated Maturity: July 6, 2005
 
   Regular Record Date(s): May 1 and      Interest Payment Date(s): May 15 and
               November 1                             November 15
 
 Form: [X] 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 (%): .625%                U.S. Depositary: DTC
 
    Net Proceeds to the Company (%):               Overdue Rate: N/A
                99.375%
 
  Optional Redemption: [_] Yes  [X] 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  [X] No     Optional Extensions of Maturity:
  Optional Repayment Dates: N/A         [_] Yes  [X] No
  Optional Repayment Prices: N/A           Extension Period: N/A
                                           Number of Extension Periods: N/A
 
Optional Interest Reset: [_] Yes  [X] No   Final Maturity Date: N/A
 
  Optional Interest Reset Dates: N/A
 
 
                       Currency Determination Agent: N/A
       (Applicable only if Specified Currency is other than U.S. Dollars)
 
                        Amortizing Note: [_] Yes  [X] No
 
                             Other Provisions: N/A
 
 Original Issue Discount     Total Amount of OID:    Issue Price (expressed as
        Security:                    N/A                   percentage of
     [_] Yes  [X] No                                    aggregate principal
                                                           amount): 100%
 
    Yield To Maturity:    Short Accrual Period OID:   Method Used To Determine
           N/A                       N/A                       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 $300,000,000 for sale as Medium-
Term Notes, Series C (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 $300,000,000.
 
                               SMITH BARNEY INC.