UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934



                          R.R. DONNELLEY & SONS COMPANY
--------------------------------------------------------------------------------
                                (Name of Issuer)


                     Common Stock, par value $1.25 per share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    257867101
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                                 with a copy to:
Alexander J. Roepers                             Allen B. Levithan, Esq.
Atlantic Investment Management, Inc.             Lowenstein Sandler PC
666 Fifth Avenue                                 65 Livingston Avenue
New York, New York  10103                        Roseland, New Jersey  07068
(212) 484-5050                                   (973) 597-2500
--------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                February 13, 2008
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)



If the filing person has previously  filed a statement on Schedule l3G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ].

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the  schedule,  including  all  exhibits.  See Rule l3d-7(b) for other
parties to whom copies are to be sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).


--------------------------------------------------------------------------------





     CUSIP NO.    257867101
--------------------------------------------------------------------------------
1)   Names of Reporting  Persons.  I.R.S.  Identification  Nos. of Above Persons
     (entities only):

                  Atlantic Investment Management, Inc.
--------------------------------------------------------------------------------
2)   Check the Appropriate Box if a Member of a Group (See Instructions):

            (a)              (b)

--------------------------------------------------------------------------------
3)   SEC Use Only

--------------------------------------------------------------------------------
4)   Source of Funds (See Instructions):   AF, OO

--------------------------------------------------------------------------------
5)   Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
     or 2(e):
                    Not Applicable
--------------------------------------------------------------------------------
6)   Citizenship or Place of Organization:   Delaware

--------------------------------------------------------------------------------
     Number of                       7)  Sole Voting Power:         10,775,250*
                                     -------------------------------------------
     Shares Beneficially             8)  Shared Voting Power:                0
                                     -------------------------------------------
     Owned by
     Each Reporting                  9)  Sole Dispositive Power:    10,775,250*
                                     -------------------------------------------
     Person With:                   10)  Shared Dispositive Power:           0
                                     -------------------------------------------
--------------------------------------------------------------------------------
11)  Aggregate Amount Beneficially Owned by Each Reporting Person:
                    10,775,250*
--------------------------------------------------------------------------------
12)  Check  if  the  Aggregate  Amount in  Row (11) Excludes Certain Shares (See
     Instructions):
                      Not Applicable
--------------------------------------------------------------------------------
13)  Percent of Class Represented by Amount in Row (11):      5.0%*
--------------------------------------------------------------------------------
14)  Type of Reporting Person (See Instructions):  IA

--------------------------------------------------------------------------------
* Includes:  (i) 4,327,539 shares (2.0%) of the Issuer's Common Stock, par value
$1.25 per share (the "Shares"),  beneficially owned by AJR International  Master
Fund,  Ltd., a British Virgin  Islands  company,  (ii)  6,245,940  Shares (2.9%)
beneficially  owned by Cambrian  Master  Fund,  Ltd., a British  Virgin  Islands
company,  and (iii) 201,771 Shares (0.1%) held in several Managed  Accounts (the
"Managed  Accounts").  Atlantic  Investment  Management,  Inc.,  serving  as the
investment  advisor of the foregoing parties and the Managed Accounts,  has sole
voting and sole  dispositive  power over all Shares  beneficially  owned by such
parties  or held  in the  Managed  Accounts.  See  Items 2 and 5 for  additional
details.





Item 1.   Security and Issuer.
          -------------------

          This statement  relates to the common stock, par value $1.25 per share
(the "Shares"), of R.R. Donnelley & Sons Company (the "Issuer").  The Issuer has
principal executive offices located at 111 South Wacker Drive, Chicago, Illinois
60606.


Item 2.   Identity and Background.
          -----------------------

          (a) This statement is filed by Atlantic Investment Management, Inc., a
Delaware corporation (the "Reporting Person"), with respect to 10,775,250 Shares
over which the Reporting  Person has sole dispositive and voting power by reason
of serving as the  investment  advisor to: (i) AJR  International  Master  Fund,
Ltd., a British Virgin Islands company ("AJR"); (ii) Cambrian Master Fund, Ltd.,
a British Virgin Islands company  ("Cambrian  Fund");  and (iii) several managed
accounts (the "Managed Accounts").

          (b) The business  address of the  Reporting  Person  and Mr. Alexander
Roepers,  the  president,  sole director and sole  shareholder  of the Reporting
Person, is 666 Fifth Avenue, New York, New York 10103.

          (c) The  principal  business  of the  Reporting  Person  is that of an
investment  advisor  engaging  in  the  purchase  and  sale  of  securities  for
investment with the objective of capital appreciation on behalf of AJR, Cambrian
Fund and the  Managed  Accounts.  The  principal  occupation  of Mr. Roepers  is
serving as the president and managing officer of the Reporting Person.

          (d) Neither the Reporting  Person nor Mr. Roepers has, during the past
five (5) years,  been  convicted  in a criminal  proceeding  (excluding  traffic
violations or similar misdemeanors).

          (e) Neither the Reporting  Person nor Mr. Roepers has, during the past
five  (5)  years,  been a  party  to  any  civil  proceeding  of a  judicial  or
administrative body of competent jurisdiction and as a result of such proceeding
was or is now subject to a  judgment,  decree or final  order  enjoining  future
violations  of, or prohibiting  or mandating  activities  subject to, federal or
state securities laws or finding any violation with respect to such laws.

          (f) Mr. Roepers is a citizen of the United States.


Item 3.   Source and Amount of Funds or Other Consideration.
          -------------------------------------------------

          The  Shares  purchased  by the  Reporting  Person  on  behalf  of AJR,
Cambrian  Fund and the  Managed  Accounts  were  purchased  with the  investment
capital of such  entities and accounts.  The  aggregate  amount of funds used in
making the purchases reported on this Schedule 13D was $21,407,911.





Item 4.   Purpose of Transaction.
          ----------------------

          The Reporting Person acquired, on behalf of AJR, Cambrian Fund and the
Managed  Accounts,  and continues to hold, the Shares  reported in this Schedule
13D for  investment  purposes.  The  Reporting  Person  intends to evaluate  the
performance  of the Shares as an investment in the ordinary  course of business.
The  Reporting  Person  pursues  an  investment  objective  that  seeks  capital
appreciation.  In pursuing  this  investment  objective,  the  Reporting  Person
analyzes the operations, capital structure and markets of companies in which the
Reporting  Person's clients invest,  including the Issuer, on a continuous basis
through analysis of documentation  and discussions with  knowledgeable  industry
and market observers and with representatives of such companies.

          The Reporting Person will continuously  assess the Issuer's  business,
financial  condition,  results of operations  and  prospects,  general  economic
conditions,  the  securities  markets  in  general  and those for the  Shares in
particular, other developments and other investment opportunities.  Depending on
such  assessments,  the Reporting  Person may acquire  additional  Shares or may
determine  to sell or otherwise  dispose of all or some of the Shares  presently
held by AJR,  Cambrian Fund,  and the Managed  Accounts in the open market or in
private  transactions.  Such  actions  will  depend  upon a variety of  factors,
including, without limitation, current and anticipated future trading prices for
the Shares, the financial condition,  results of operations and prospects of the
Issuer, alternative investment opportunities, general economic, financial market
and industry  conditions  and other factors that the  Reporting  Person may deem
material to its investment decision.

          The  Reporting  Person will continue its active  discussions  with the
Issuer's  management  with  respect  to  actions  which  might  be  taken by the
management  of the  Issuer  to  maximize  shareholder  value of the  Issuer.  In
addition, the Reporting Person may hold discussions with other parties who might
engage in shareholder  value enhancing  activities for the benefit of all of the
Issuer's shareholders.  There can be no assurance that the Reporting Person will
take any of the actions described in the previous sentence.

          Except as set forth above,  the Reporting  Person has no present plans
or proposals which relate to or would result in any of the transactions required
to be described in Item 4 of Schedule 13D.






Item 5.   Interest in Securities of the Issuer.
          ------------------------------------

          (a) Based upon the  information  contained in the  Issuer's  Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on October
30, 2007, there were issued and outstanding 214,600,000 Shares as of October 24,
2007.

          (b) The  Reporting  Person  does  not  directly  own any  Shares.  The
Reporting Person has entered into an investment  advisory agreement with each of
AJR,  Cambrian  Fund, and the Managed  Accounts  pursuant to which the Reporting
Person has  investment  authority  with respect to the  securities  held by such
entities or in such  accounts.  Such power  includes the power to dispose of and
the power to vote the Shares.  By reason of the  provisions of Rule 13d-3 of the
Securities  Exchange Act of 1934, as amended,  the Reporting Person is deemed to
be the  beneficial  owner of the  Shares  held by such  entities  and  accounts.
Accordingly,  the Reporting  Person is deemed the beneficial owner of 10,775,250
Shares, or 5.0% of the outstanding Shares.

          (c) The  following  table  details the  transactions  by the Reporting
Person,  on behalf of AJR,  Cambrian Fund, and the Managed  Accounts,  in Shares
during the past sixty (60) days:


  Date                Quantity             Price            Type of Transaction
  ----                --------             -----            -------------------

12/24/07               40,000             $37.4316          Open Market Purchase
12/25/07               40,000             $37.5281          Open Market Purchase
12/27/07               60,000             $37.9378          Open Market Purchase
12/28/07              100,000             $37.6177          Open Market Purchase
12/31/07              150,000             $37.8069          Open Market Purchase
02/08/08              100,000             $33.3038          Open Market Purchase
02/13/08              100,000             $33.7007          Open Market Purchase


          Except  for the  transactions  listed  above,  neither  the  Reporting
Person, any entity for which the Reporting Person serves as investment  advisor,
nor any person or entity  controlled by  the Reporting  Person,  nor Mr. Roepers
(including Mr. Roepers'  immediate  family members) has traded Shares during the
past sixty (60) days.





Item 6.   Contracts, Arrangements, Understandings or Relationships with  Respect
          to Securities of the Issuer.
          ----------------------------------------------------------------------

          Not Applicable.


Item 7.   Material to be filed as exhibits.
          --------------------------------

          Not Applicable.







                                    SIGNATURE
                                    ---------

          After  reasonable  inquiry  and  to  the  best  of  the  undersigned's
knowledge and belief,  the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.



                                          February 25, 2008


                                          ATLANTIC INVESTMENT MANAGEMENT, INC.


                                          By: /s/ Alexander J. Roepers
                                             -----------------------------------
                                              Alexander J. Roepers, President




      ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
               FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).