Exhibit 3(ii)(b)

                         R.R. DONNELLEY & SONS COMPANY
                             AMENDMENT TO BY-LAWS
                           ADOPTED JANUARY 25, 1996



RESOLVED, that Sections 3.12 and 3.15 of the Company's By-Laws be and hereby are
amended, effective immediately, to substitute "Human Resources Committee" for 
the term "Compensation Committee" wherever it appears in the aforesaid Sections;
and

RESOLVED, that Sections 3.14 and 3.15 of the Company's By-Laws be and hereby are
amended, effective immediately, to substitute "Nominating and Governance 
Committee" for the term "Nominating Committee" wherever it appears in the 
aforesaid Sections.