Exhibit 3(ii)(b)

                         R. R. Donnelley & Sons Company
                              Amendment to By-Laws
                            Effective March 18, 1997


FURTHER RESOLVED, that subject to and upon the execution of the Employment
Agreement by Davis and the delivery of the Employment Agreement to the Secretary
of the Company, Section 3.2 of the Company's By-Laws be and hereby is amended to
delete the first sentence thereof and substitute the following therefor:

      The number of Directors which shall constitute the whole Board shall be
      thirteen (13) of whom four (4) shall be Directors of the First Class, five
      (5) shall be Directors of the Second Class and four (4) shall be Directors
      of the Third Class.