Exhibit 10(d)

                       R.  R.  DONNELLEY & SONS COMPANY
    1993 STOCK PURCHASE PLAN FOR SELECTED MANAGERS AND KEY STAFF EMPLOYEES
                                        
   (AS AMENDED ON SEPTEMBER 22, 1994, OCTOBER 26, 1995, JANUARY 25, 1996 AND
                              SEPTEMBER 1, 1996)


1.  Purpose.

  The purpose of the Stock Purchase Plan (the "Plan") of R.  R.  Donnelley &
Sons Company (the "Company") is to align the interests of the Company's
stockholders and selected managers and key staff employees of the Company and
its majority-owned subsidiaries eligible to participate in the Plan by granting
incentives to such managers and key staff employees to increase their
proprietary interest in the Company's growth and success.

2.  Administration.

  The Plan will be administered by a Committee (the "Committee") of three or
more directors designated by the Board of Directors of the Company (the "Board).
The Committee may adopt such rules and regulations and make such determinations
and interpretations and provide for all terms and conditions of the Plan and
participation thereunder as it shall deem desirable and not inconsistent with
the limitations herein provided.  All such rules, regulations, determinations
and interpretations relating to the Plan adopted by the Committee shall be
conclusive and binding upon all parties.

3.  Eligibility.

  (a) The Committee shall determine the classes (or portions thereof) of
managers and key staff employees of the Company and any of its subsidiaries that
are eligible to participate in the Plan (each such class determined to be so
eligible being referred to herein as an "Eligible Class"); provided that the
Committee may direct that the determination of such classes (or portions
thereof) be made by the Chief Executive Officer, either alone or together with
one or more designated officers of the Company, except that the determination of
the eligibility of any class in which there is an "officer" within the meaning
of Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), shall be made by the Committee. The determination of Eligible
Classes shall remain in effect unless and until changed in accordance with the
following.   No elimination of an Eligible Class or portion thereof may be made
with respect to any calendar year after February 1 of such year.  Additions of
Eligible Classes or portions thereof may be made at any time by the Committee,
or by the Chief Executive Officer, either alone or together with one or more
designated officers of the Company, if the Committee has delegated the authority
to determine such Eligible Classes to the Chief Executive Officer.

 
  (b) An employee of the Company or a subsidiary of the Company who either (i)
is employed in an Eligible Class on a Purchase Date (as hereinafter defined), or
(ii) was employed in an Eligible Class on the December 31 next preceding a
Purchase Date and who retired at age 55 or over on or after such December 31 and
on or prior to such Purchase Date, shall be eligible to purchase shares of
common stock, par value $1.25 per share, of the Company ("Common Stock") in
accordance with the Plan on such Purchase Date (each such employee being
referred to herein as an "Eligible Employee"); provided that any Eligible
Employee who disposes of Common Stock purchased under the Plan in contravention
of Section 7 hereof shall not be an Eligible Employee (and therefore not
entitled to purchase shares of Common Stock under the Plan) on either of the two
Purchase Dates next following the date on which the Company becomes aware of the
most recent such disposition and with respect to which the condition set forth
in Section 4(c) is satisfied.

4.  Eligible Employee's and Company's Contributions for Purchase of Shares of
Common Stock.

  (a) Subject to subsection (c) below, each Eligible Employee may, with respect
to each Purchase Date, contribute up to 5% of the Compensation (as hereinafter
defined) of such Eligible Employee for the calendar year next preceding such
Purchase Date; provided that the amount, if any, contributed by an Eligible
Employee (the "Eligible Employee's Contribution Amount") shall in no event be
less than $100.  The Eligible Employee's Contribution Amount shall, subject to
the conditions contained herein, be applied, together with a Company
contribution equal to 50% of the Eligible Employee's Contribution Amount, to the
purchase of Common Stock as provided in Section 5.  The Company will contribute
an additional amount equal to 20% of the Eligible Employee's Contribution
Amount, which amount will be paid in cash to the Eligible Employee in the last
pay period in the month of April next following the Purchase Date.

  (b) The election of an Eligible Employee to contribute with respect to a
Purchase Date and the designation by such Eligible Employee of such Eligible
Employee's Contribution Amount for such Purchase Date must be made no later than
the March 15 next preceding such Purchase Date.  An Eligible Employee shall pay
such Eligible Employee's Contribution Amount in full on or before the March 15
next preceding a Purchase Date.

  (c) No Eligible Employee may make a contribution under the Plan following any
calendar year of the Company, unless the consolidated net earnings of the
Company for such year, before provision for Federal, state and other income
taxes, shall equal or exceed 6.5% of the consolidated net sales of the Company,
as determined in accordance with generally accepted accounting principles as in
effect for such year (the "Performance Threshold"); provided, however, that the
Committee may, in its sole discretion exercised at any time, exclude from the
calculation of the Performance Threshold for any year the effect of any
extraordinary, non-recurring or unusual charge or credit, any change in
accounting policy or any other factors (including, without limitation,
acquisitions or dispositions) deemed by the

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Committee to warrant such exclusion or change the Performance Threshold as it
deems appropriate.

  (d) The "Compensation" of an Eligible Employee for a calendar year shall mean
the sum of (i) the base pay (before reduction on account of any election by the
Eligible Employee pursuant to a "qualified cash or deferred arrangement," as
defined in Section 401(k) of the Internal Revenue Code of 1986 (the "Code")), or
pursuant to a "cafeteria plan," as defined in Section 125 of the Code), and
overtime paid to such Eligible Employee by the Company and its subsidiaries
during such calendar year and (ii) the annual incentive compensation amount paid
to such Eligible Employee by the Company and its subsidiaries during such
calendar year, prorated, if necessary, for the portion of such calendar year
during which such employee was in an Eligible Class.  Notwithstanding the
foregoing, Compensation shall not include expatriate benefits paid under the
Company's expatriate policy (as amended from time to time), including, without
limitation, any foreign service or hardship premium.

5.  Purchase of Shares of Common Stock.

  The Eligible Employee's Contribution Amount and the Company contribution equal
to 50% of such Eligible Employee's Contribution Amount shall be applied on the
first trading day following March 15 in any year when purchases may be made (a
"Purchase Date") to the purchase from the Company of whole shares of Common
Stock for the Eligible Employee's account at the average of the high and low
transaction prices reported in the New York Stock Exchange Composite
Transactions report for such Purchase Date.  Any amount in excess of the amount
so applied to the purchase of whole shares of Common Stock shall be paid to the
Eligible Employee.

6. Certificate or other evidence of ownerships Representing Shares of Common
Stock.

  Shares purchased under the Plan for the account of an Eligible Employee will
be represented by a certificate or other evidence of ownership registered in the
name of such Eligible Employee or, if such Eligible Employee shall so specify,
in the name of such Eligible Employee and such Eligible Employee's spouse as
joint tenants, and the certificate or other evidence of ownership shall be
delivered to the Eligible Employee as soon as practicable following the Purchase
Date.

7.  Disposition of Shares of Common Stock.

  An Eligible Employee who purchases shares of Common Stock under the Plan may
sell, assign, transfer or otherwise dispose of such shares at any time; provided
that the sale, assignment, transfer or other disposition of any shares of Common
Stock which are purchased under the Plan within three years of the date of
purchase of such shares under the Plan (other than a transfer into the name of
the Eligible Employee and such employee's spouse as joint tenants or a transfer
from joint tenancy into the name of the Eligible Employee individually)

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shall automatically terminate the right of such Eligible Employee to participate
in the Plan on the two Purchase Dates next following the date on which the
Company becomes aware of the most recent such disposition and with respect to
which the condition set forth in Section 4(c) is satisfied.  An Eligible
Employee who transfers shares to a trust or brokerage account may restore such
Eligible Employee's right to participate in the Plan by re-registering such
shares in such Eligible Employee's name (or registering such shares in joint
tenancy with such Eligible Employee's spouse) within three months of notice from
the Company and delivering a copy of the certificate representing such re-
registered shares to the Compensation and Employee Benefits department of the
Company.

8.  Number of Shares of Common Stock.

  The maximum number of shares of Common Stock available for purchase under the
Plan shall be 7,000,000 shares of Common Stock; provided that such maximum
number shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a split-up or
consolidation of shares or like capital adjustment or the payment of any stock
dividend or other increase or decrease in the number of such issued shares
effected without receipt of consideration by the Company.  Shares of Common
Stock purchased under the Plan shall, at the election of the Company, be
authorized and unissued shares of Common Stock or shares of Common Stock held as
treasury shares or a combination thereof.

9.  Effective Date.

  The Plan shall be submitted to the stockholders of the Company for approval at
the 1993 annual meeting of stockholders and, if approved, shall become effective
as of January 1, 1993.

10.  Termination and Amendment.

  The Plan shall terminate with respect to Compensation paid to employees after
December 31, 2002 unless terminated earlier by the Board.  The Board may suspend
the Plan at any time.  Any termination or suspension shall not affect the rights
of an Eligible Employee with respect to shares of Common Stock theretofore
purchased under the Plan.  The Board may amend the Plan at any time, but no
amendment may be made without the approval of stockholders if such amendment
would increase the Company's total contribution to a percent greater than 70% of
an Eligible Employee's Contribution Amount, increase the maximum percentage to
more than 5% of an Eligible Employee's Compensation, reduce the purchase price
of shares of Common Stock under the Plan, or increase the aggregate number of
shares of Common Stock which may be purchased under the Plan.

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