UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM 10-Q

           (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2003

                                       OR

          ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

               For the transition period from _________ to________


                          Commission file number 1-5519



                                    CDI CORP.
             (Exact name of Registrant as specified in its charter)

             Pennsylvania                          23-2394430
       (State or other jurisdic-                (I.R.S. Employer
        tion of incorporation or                Identification Number)
        organization)


            1717 Arch Street, 35th Floor, Philadelphia, PA 19103-2768
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (215) 569-2200


     Indicate  whether the Registrant  (1) has filed all reports  required to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.

                 Yes  X      No
                     ---        ---

     Indicate  whether the  Registrant  is an  accelerated  filer (as defined in
Section 12b-2 of the Exchange Act.)

                 Yes  X      No
                     ---        ---


     Outstanding  shares of each of the Registrant's  classes of common stock as
of April 25, 2003 were:

     Common stock,  $.10 par value              19,379,404  shares
     Class B common stock, $.10 par value              None


                                     <PAGE>



                                    CDI CORP.

                                Table of Contents



Part I: FINANCIAL INFORMATION

        Item 1. Financial Statements

                    Consolidated  Balance  Sheets as of  December  31,
                    2002 and March 31, 2003 (unaudited)                       3

                    Consolidated  Statements  of Earnings  for the
                    three  months ended March 31, 2002 and 2003 (unaudited)   5

                    Consolidated  Statements  of  Shareholders'  Equity
                    for the three months ended March 31, 2002 and 2003
                    (unaudited)                                               6

                    Consolidated  Statements  of Cash Flows for the
                    three months ended March 31, 2002 and 2003 (unaudited)    7

                    Notes to Consolidated Financial Statements                8

        Item 2. Management's Discussion and Analysis of Financial Condition
                and Results of Operations                                     14

        Item 3. Quantitative and Qualitative Disclosures about Market Risks   18

        Item 4. Controls and Procedures                                       18

Part II:OTHER INFORMATION

        Item 6. Exhibits and Reports on Form 8-K                              19

SIGNATURES                                                                    20

CERTIFICATIONS                                                                21

                Index to Exhibits                                             23


                                     <PAGE>2


                         PART 1. FINANCIAL INFORMATION
                                     Item 1
                           CDI CORP. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                     (In thousands, except per share data)

                                            March 31, 2003
                                              (unaudited)     December 31, 2002
                                           ----------------  -------------------
Assets
Current assets:
  Cash and cash equivalents                   $ 28,013                  41,148
     Accounts receivable,
     less allowance for doubtful
     accounts of $7,832 - March 31, 2003;
     $7,683 - December 31, 2002                203,939                 189,557
  Short-term investments                        65,356                  58,477
  Prepaid expenses                               8,295                   6,403
  Income taxes receivable                        4,519                   6,101
  Deferred income taxes                         12,013                  13,195
                                           ----------------  -------------------
                                               322,135                 314,881
Fixed assets, at cost:
  Computers and systems                         78,941                  75,815
  Equipment and furniture                       26,547                  27,213
  Leasehold improvements                        12,040                  12,082
                                           ----------------   ------------------
                                               117,528                 115,110
  Accumulated depreciation                     (87,812)                (85,976)
                                           ----------------   ------------------
                                                29,716                  29,134

Deferred income taxes                           11,280                  11,750
Goodwill, net                                   68,334                  68,334
Other assets                                     4,643                   8,675
                                           ----------------   ------------------
                                             $ 436,108                 432,774
                                           ================   ==================


See accompanying notes to consolidated financial statements.

                                     <PAGE>3

                           CDI CORP. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                                    Continued
                     (In thousands, except per share data)

                                          March 31, 2003
                                           (unaudited)        December 31, 2002
                                          ---------------    -------------------

Liabilities and Shareholders' Equity
  Current liabilities:
    Obligations not liquidated because
      of outstanding checks                $   12,334                 5,978
    Accounts payable                           23,231                25,008
    Withheld payroll taxes                      4,791                 2,773
    Accrued expenses                           73,904                82,242
    Current portion of long-term debt             279                   480
                                          ---------------    -------------------
                                              114,539               116,481

  Deferred compensation                         7,993                 8,492

  Minority interests

  Shareholders' equity:
    Preferred stock, $.10 par
      value - authorized 1,000,000
      shares; none issued                           -                     -
    Common stock, $.10 par
      value - authorized 100,000,000
      shares; issued 20,335,119
      shares March 31, 2003; 20,313,915
      shares - December 31, 2002                2,034                 2,031
    Class B common stock, $.10 par
      value - authorized 3,174,891
      shares; none issued                           -                     -
    Additional paid-in capital                 23,424                22,975
    Retained earnings                         311,799               306,339
    Accumulated other comprehensive
      loss                                       (810)                 (610)
    Unamortized value of restricted
      stock issued                               (737)                 (800)
    Less common stock in treasury,
      at cost - 958,465 shares -
      March 31, 2003; 958,465
      shares - December 31, 2002              (22,134)              (22,134)
                                          ---------------    -------------------
                                              313,576               307,801
                                          ---------------    -------------------
                                           $  436,108               432,774
                                          ===============    ===================


See accompanying notes to consolidated financial statements.

                                     <PAGE>4

                           CDI CORP. AND SUBSIDIARIES
                       Consolidated Statements of Earnings
                (In thousands, except per share data; unaudited)

                                                  Three months ended
                                                        March 31,
                                          ----------------------------------
                                                2003               2002
                                          ---------------     --------------
Revenues                                  $   269,526             313,134
Cost of services                              201,150             233,810
                                          ---------------     --------------
Gross profit                                   68,376              79,324
Operating and administrative
  expenses                                     60,014              79,639
Provision for restructure                           -               4,053
                                          ---------------     --------------
Operating profit (loss)                         8,362              (4,368)
Interest (income) expense, net                   (374)                 85
                                          ---------------     --------------
Earnings (loss) from continuing
  operations before income taxes,
  minority interests and cumulative
  effect of accounting change                   8,736              (4,453)
Income tax (expense) benefit                   (3,276)              1,593
                                          ---------------     --------------
Earnings (loss) from continuing
  operations before minority
  interests and cumulative
  effect of accounting change                   5,460              (2,860)
Minority interests                                  -                  66
                                          ---------------     --------------
Earnings (loss) from continuing
  operations before cumulative
  effect of accounting change                   5,460              (2,926)
Discontinued operations                             -                 468
Cumulative effect of accounting
  change, net of tax                                -             (13,968)
                                          ---------------     --------------
Net earnings (loss)                       $     5,460             (16,426)
                                          ===============     ==============

Basic earnings (loss) per share:
  Earnings (loss) from
    continuing operations                  $     0.28               (0.15)
  Discontinued operations                  $        -                0.02
  Cumulative effect of accounting
    change                                 $        -               (0.73)
  Net earnings (loss)                      $     0.28               (0.86)
Diluted earnings (loss) per share:
   Earnings (loss) from
     continuing operations                 $     0.28               (0.15)
   Discontinued operations                 $        -                0.02
   Cumulative effect of accounting
     change                                $        -               (0.73)

Net earnings (loss)                        $     0.28               (0.86)

See accompanying notes to consolidated financial statements.

                                     <PAGE>5



                           CDI CORP. AND SUBSIDIARIES
                 Consolidated Statements of Shareholders' Equity
                            (In thousands; unaudited)

                                                      Three months ended
                                                           March 31,
                                                 -------------------------------
                                                      2003              2002
                                                 --------------    -------------
Common stock

  Beginning of period                            $    2,031             2,008
  Exercise of stock options                               1                 3
  Restricted stock                                        -                 -
  Stock purchase plans                                    2                 2
                                                 --------------    -------------
  End of period                                  $    2,034             2,013
                                                 ==============    =============

Additional paid-in capital
  Beginning of period                            $   22,975            17,629
  Exercise of stock options                             139               672
  Restricted stock-vesting/forfeiture                     -                 4
  Restricted stock-change in value                       (6)                8
  Stock purchase plans                                  316               432
                                                 --------------    -------------
  End of period                                  $   23,424            18,745
                                                 ==============    =============


Retained earnings
  Beginning of period                             $ 306,339           315,698
  Net earnings (loss)                                 5,460            (2,458)
                                                 --------------    -------------
  End of period                                   $ 311,799           313,240
                                                 ==============    =============

Accumulated other comprehensive loss
  Beginning of period                             $    (610)           (2,038)
  Translation adjustment                               (200)             (407)
                                                 --------------    -------------
  End of period                                   $    (810)           (2,445)
                                                 ==============    =============

Unamortized value of restricted stock issued
  Beginning of period                             $    (800)             (690)
  Restricted stock-vesting/forfeiture                     -                10
  Restricted stock-change in value                        6                (8)
  Restricted stock-amortization of value                 57                55
                                                 --------------    -------------
  End of period                                   $    (737)             (633)
                                                 ==============    =============

Treasury stock
  Beginning of period                             $ (22,134)          (21,957)
  Restricted stock-vesting/forfeiture                     -               (10)
                                                 --------------    -------------
  End of period                                   $ (22,134)          (21,967)
                                                 ==============    =============

Comprehensive income (loss)
  Net earnings (loss)                             $   5,460           (16,426)
  Translation adjustment                               (200)             (407)
                                                 --------------    -------------
                                                  $   5,260           (16,833)
                                                 ==============    =============


See accompanying notes to consolidated financial statements.

                                     <PAGE>6



                           CDI CORP. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                            (In thousands; unaudited)


                                                      Three months ended
                                                           March 31,
                                                 -------------------------------
                                                      2003              2002
                                                 --------------    -------------
Continuing Operations
  Operating activities:
    Net earnings (loss)                          $    5,460           (16,426)
    Net income from
     discontinued operations                              -              (468)
    Cumulative effect of accounting
     change, net of tax                                   -            13,968
                                                 --------------    -------------
    Earnings (loss) from
     continuing operations                            5,460            (2,926)

    Minority interests                                    -                66
    Depreciation                                      3,085             8,343
    Non-cash provision
     for restructure expenses                             -             4,053
    Income tax benefit (expense)
     greater (less) than tax payments                 3,234            (2,362)

    Change in assets and liabilities,
     net of effects from acquisitions:
      (Increase) decrease in accounts
        receivable                                  (14,382)           10,239
      Decrease in payables
        and accrued expenses                         (8,097)           (3,268)
      Other                                           1,782              (723)
                                                 --------------    -------------
                                                     (8,918)           13,422
                                                 --------------    -------------
  Investing activities:
   Purchases of fixed assets                         (4,207)           (2,671)
   Purchases of short-term investments               (6,879)                -
   Acquisitions, net of cash acquired                     -              (791)
   Other                                                577             1,240
                                                 --------------    -------------
                                                    (10,509)           (2,222)
                                                 --------------    -------------
  Financing activities:
   Payments on long-term debt                          (201)             (685)
   Obligations not liquidated
     because of outstanding checks                    6,356             6,635
   Proceeds from stock plans                            139               687
   Other                                                 (2)                -
                                                 --------------    -------------
                                                      6,292             6,637
                                                 --------------    -------------
  Net cash flows from
   continuing operations                            (13,135)           17,837
  Net cash flows from
   discontinued operations                                -             5,635
                                                 --------------    -------------
  (Decrease) increase in cash
   and cash equivalents                             (13,135)           23,472
  Cash and cash equivalents
   at beginning of period                            41,148            26,255
                                                 --------------    -------------
  Cash and cash equivalents at
   end of period                                   $ 28,013            49,727
                                                 ==============    =============


 See accompanying notes to consolidated financial statements.



                                     <PAGE>7

                                    CDI Corp.
                   Notes to Consolidated Financial Statements
                    For the Three Months Ended March 31, 2003
                (Dollars in thousands, except per share amounts)
                                   (unaudited)


1. Basis of Presentation
The accompanying  consolidated  financial  statements of CDI Corp. ("CDI" or the
"Company") are  unaudited.  The balance sheet as of December 31, 2002 is derived
from the audited  balance  sheet of the Company at that date.  These  statements
have  been  prepared  in  accordance  with  the  rules  and  regulations  of the
Securities and Exchange Commission pertaining to reports on Form 10-Q and should
be read in conjunction with the Company's  consolidated financial statements and
the notes  thereto for the year ended  December 31, 2002  reported in Form 10-K,
filed March 27, 2003.  Certain  information  and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted pursuant to such rules and
regulations.

The  consolidated   financial  statements  for  the  unaudited  interim  periods
presented  include  all  adjustments  (consisting  of  only  normal,   recurring
adjustments) necessary for a fair presentation of financial position, results of
operations  and cash flows for such interim  periods.  Certain  amounts in prior
periods have been reclassified to conform to the current period classification.

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities,  revenues and  expenses and  disclosure  of  contingent  assets and
liabilities.  Actual results could differ from those estimates.  Results for the
three months ended March 31, 2003 are not necessarily indicative of results that
may be expected for the full year or any portion thereof.

2. New Accounting Pronouncements
In June 2002, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standard No. 146 ("SFAS  146")  Accounting  for Costs
Associated with Exit or Disposal  Activities,  which supersedes  Emerging Issues
Task Force Number 94-3,  ("EITF No. 94-3"),  Liability  Recognition  for Certain
Employee  Termination  Benefits  and Other Costs to Exit an Activity  (including
Certain  Costs  Incurred in a  Restructuring).  SFAS 146  requires  companies to
recognize  costs  associated  with  exit or  disposal  activities  when they are
incurred, rather than at the date of a commitment to an exit or disposal plan as
required by EITF No. 94-3.  SFAS 146 is effective for  restructuring  activities
initiated after December 31, 2002. This Statement does not require  companies to
adjust restructuring  reserves recorded before 2003. The Company will apply SFAS
146 to future restructurings.

Effective December 15, 2002, the Company adopted FASB  Interpretation  Number 45
("FIN 45")  Guarantor's  Accounting and Disclosure  Requirements for Guarantees,
Including  Indirect  Guarantees of Indebtedness of Others.  This  Interpretation
elaborates  on the  disclosures  to be made by a  guarantor  in its  interim and
annual financial  statements about its obligations under certain guarantees that
it has issued.  It also clarifies that a guarantor is required to recognize,  at
the inception of a guarantee,  a liability for the fair value of the  obligation
undertaken   in  issuing  the   guarantee.   The  Company  has   assessed   this
Interpretation  and has provided the  necessary  disclosures  on Form 10-K filed
with the SEC on March 27, 2003 in Note 16 of the Notes to Consolidated Financial
Statements. For the three months ended March 31, 2003, there were no significant
changes  from  year-end.

In December 2002, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting Standard No. 148 ("SFAS 148") - Accounting for Stock-Based
Compensation-Transition  and Disclosure-an  amendment of FASB Statement No. 123.
This  Statement  amends FASB  Statement  No. 123 ("SFAS  123");  Accounting  for
Stock-Based  Compensation,  to provide  alternative  methods of transition for a
voluntary  change to the fair value based method of accounting  for  stock-based
employee  compensation.  In  addition,  this  Statement  amends  the  disclosure
requirements  of SFAS 123 to require  prominent  disclosures  in both annual and
interim  financial  statements  about the method of accounting  for  stock-based
employee compensation and the effect of the method used on reported results. The
required interim  disclosure is shown below.  The transition  provisions of SFAS
148 are effective for years beginning after December 15, 2002.

Stock Based Plans
The Company uses the intrinsic  value method of accounting for stock options and
other forms of stock-based  compensation granted to employees and directors,  in
accordance  with  Accounting   Principles  Board  Opinion  No.  25  ("APB  25"),
Accounting  for  Stock  Issued  to  Employees.  No  compensation  cost  has been
recognized for grants of stock options  because option  exercise  prices are not
less  than the fair  market  value of the  underlying  common  stock at dates of
grant. Compensation cost has been recognized for restricted stock issued and for
units granted under the Stock Purchase Plan and Stock Unit Plan.

SFAS  123  uses  a  fair  value  based  method  of  accounting  for  stock-based
compensation.  The following table reflects the pro-forma effect on net earnings
(loss) and  earnings  (loss) per share for the three months ended March 31, 2003
and 2002 as if the Company had adopted the fair value recognition  provisions of
SFAS 123:

                                                      Three months ended
                                                           March 31,
                                                 -------------------------------
                                                      2003              2002
                                                 --------------    -------------
      Net income (loss), as reported             $    5,460           (16,426)
      Stock-based employee and
        director compensation cost
        included in reported earnings
        (loss), net of income tax effect                234               274
      Stock-based employee and director
        compensation cost under
        fair value-based method, net
        of income tax effect                           (584)             (432)

                                                 --------------    -------------
      Pro forma net income (loss)                $    5,110           (16,584)
                                                 ==============    =============

      Net earnings (loss) per share:
        Basic - as reported                      $     0.28             (0.86)
        Basic - pro forma                              0.26             (0.87)

        Diluted - as reported                    $     0.28             (0.86)
        Diluted - pro forma                            0.26             (0.87)


                                     <PAGE>9

3. Cash, Cash Equivalents and Short-Term Investments
Cash,  cash  equivalents  and  short-term  investments  as of March 31, 2003 and
December 31, 2002 were comprised of the following:

                                     March 31, 2003        December 31, 2002
                                    ----------------      -------------------
   Cash                              $   15,417                  12,659
   Cash equivalents                      12,596                  28,489
                                    ----------------      -------------------
                                     $   28,013                  41,148
                                    ================      ===================
   Short-term investments:
     Available-for-sale              $   50,036                  43,252
     Held-to-maturity                    15,320                  15,225
                                    ----------------      -------------------
                                     $   65,356                  58,477
                                    ================      ===================

These   investments   are  in  liquid,   high  quality  debt   securities   with
diversification  among the  investments  based  upon the  Company's  guidelines.
Amortized  cost  approximates  fair value.  Realized gains and losses during the
three months ended March 31, 2003 were immaterial and there were no transfers of
investments between classifications of short-term investments.

All  of the  Company's  available-for-sale  securities  reflect  investments  in
corporate bonds, various government agencies and commercial paper. The Company's
held-to-maturity  investment is a certificate  of deposit,  which had a one-year
maturity when purchased.

Contractual maturities of available-for-sale  securities as of March 31, 2003 of
$6,664  were  for  securities  maturing  in one  year or less  and  $43,372  for
securities maturing in one to four years.


4. Goodwill
The adoption of FASB Statement of Financial  Accounting  Standard No. 142 ("SFAS
142"),  Goodwill and Other Intangible Assets,  required testing as of January 1,
2002 for  impairment of goodwill  carried in the  Company's  balance sheet as of
that date.  The  valuations  performed on the various  units  identified  by the
Company  indicated  that goodwill for some of the units was  impaired.  The fair
value of these  units  was less than the  carrying  cost of the  underlying  net
assets.  The  valuation  was  determined  by using  the  current  and  projected
earnings, cash flows and market comparables.  Testing for impairment of goodwill
prior to January 1, 2002 was based upon undiscounted cash flows from the related
assets, as compared to the fair value approach required under SFAS 142.

As of January 1, 2002,  impairment  charges for the  write-off of goodwill  were
$21,401 (Professional Services - $15,007;  Project Management - $164; Management
Recruiters - $6,230),  or $13,968 net of income tax. These charges were recorded
in the Company's Consolidated Statements of Earnings as a cumulative effect of a
change in accounting.

SFAS 142 also  requires the Company to test for  impairment  on an annual basis.
The Company will  conduct its annual  goodwill  impairment  test as of July 1 of
each year.

5. Provision for Restructure
During the three  months  ended  March 31,  2003,  there  were no  restructuring
charges,  as compared to the $4.1  million  recorded in the same period in 2002.
The  restructuring  charges  recorded  in the first  quarter  of 2002  primarily
impacted the Project  Management  segment  ($3.4  million) and the  Professional
Services segment ($0.6 million).

During the period  ended March 31,  2003,  the Company  disbursed  $1.9  million
related to its restructure accruals. The table presented below shows the current
period activity:

                                     <PAGE>10

                               Net Accrual at        Cash        Net Accrual at
                             December 31, 2002   Expenditures   March 31, 2003
                            ------------------- -------------- ----------------


Provision for severance        $   3,360           (1,141)          2,219
Provision for termination          5,539             (751)          4,788
  of operating leases        ------------------ -------------- -----------------
                               $   8,899           (1,892)          7,007
                             ================== ============== =================

The  remaining  liability for  severance  will be paid during 2003.  The Company
anticipates that the remaining liability for the termination of operating leases
will be  substantially  paid by December 31, 2005. It is management's  intent to
liquidate its remaining lease  obligations as soon as possible.  The accrual for
the  provision  for  restructure  was  included  in  accrued   expenses  in  the
accompanying consolidated balance sheets.

6. Discontinued Operations
In June  of 2002  the  Company  sold  the net  operating  assets  of its  Modern
Engineering,  Inc. ("Modern") subsidiary that operated in its Project Management
segment. Modern provided technical staffing services to the automotive industry.
The  operations  of Modern were a  component  of CDI, as that term is defined in
FASB Statement of Financial Accounting Standard No. 144 ("SFAS 144"), Accounting
for the  Impairment  or  Disposal of Long Lived  Assets,  and  accordingly,  are
reflected as discontinued operations in the accompanying financial statements.

The earnings from  discontinued  operations for the three months ended March 31,
2002 were as follows:

                                                    Three months ended
                                                      March 31, 2002
                                                   --------------------
   Revenues                                            $   17,926
                                                   ====================
   Gross profit                                        $    2,947
   Operating and administrative expenses                    3,140
   Provision for asset impairment                           1,094
                                                   --------------------
   Loss before income taxes                                (1,287)
   Income tax benefit                                       1,755
                                                   --------------------
   Earnings from discontinued operations               $      468
                                                   ====================

7.  Earnings (Loss) Per Share
Earnings  (loss) used to calculate  both basic and diluted  earnings  (loss) per
share for all periods are the reported  earnings in the  Company's  consolidated
statements  of  earnings.   All  reported  earnings  (loss)  pertain  to  common
shareholders and no assumed adjustments are necessary. In the three months ended
March 31,  2002,  basic and diluted  shares are the same because  including  the
effect of common stock equivalents would be antidilutive.

                                     <PAGE>11

The number of common  shares used to  calculate  basic and diluted  earnings per
share for three months ended March 31, 2003 and 2002 was determined as follows:

                                                      Three months ended
                                                           March 31,
                                                 -------------------------------
                                                      2003              2002
                                                 --------------    -------------

  Basic
  Average shares outstanding                       19,366,692       19,155,989
  Restricted shares issued not
   vested                                             (45,375)         (40,000)
                                                ---------------    -------------
                                                   19,321,317       19,115,989
                                                ===============    =============
  Diluted
  Shares used for basic                            19,321,317       19,115,989
  Dilutive effect of stock options                    109,688                -
  Dilutive effect of restricted shares
    issued not vested - time based                      6,258                -
  Dilutive effect of restricted shares
    issued not vested - performance based                 125                -
  Dilutive effect of units issuable
    under stock purchase plans                        116,850                -
                                                ----------------   -------------
                                                   19,554,238       19,115,989
                                                ================   =============

8.  Operating  Segments The Company is managed and operated along four operating
segments:  Professional  Services  ("PS"),  Project  Management  ("PM"),  Todays
Staffing ("Todays") and Management Recruiters International ("MRI").

PS offers information  technology,  engineering and technical staffing solutions
to customers in targeted vertical markets.

PM  provides a wide  range of  project  management,  technical  outsourcing  and
technical  consulting  services through several divisions  organized by vertical
markets.

MRI  provides  franchise  support  services  for  the  search,  recruitment  and
employment of management personnel.  It also provides temporary  administrative,
clerical and management staffing services through several specialized divisions.

Todays provides temporary  administrative,  clerical and legal staffing
services.

                                     <PAGE>12

Operating segment data is presented in the following table:


                                                      Three months ended
                                                           March 31,
                                                 -------------------------------
                                                      2003              2002
                                                 --------------    -------------
  Revenues:
    Professional Services                         $  140,357          169,550
    Project Management                                78,924           80,943
    Todays Staffing                                   34,572           39,932
    Management Recruiters                             15,673           22,709
                                                 --------------    -------------
                                                  $  269,526          313,134
                                                 ==============    =============

  Earnings (loss) from continuing
   operations before income taxes,
   minority interests and the
   cumulative effect of accounting
   change
  Operating profit (loss):
    Professional Services                         $    4,555             (568)
    Project Management                                 5,161           (2,140)
    Todays Staffing                                    1,392            1,049
    Management Recruiters                                683            1,855
    Corporate                                         (3,429)          (4,564)
                                                 --------------    -------------
                                                       8,362           (4,368)
  Interest (income) expense                             (374)              85
                                                 --------------    -------------
                                                  $    8,736           (4,453)
                                                 ==============    =============

                                              March 31, 2003   December 31, 2002
                                             ---------------- ------------------
   Assets:
     Professional Services                        $  167,477          155,650
     Project Management                               92,987           89,996
     Todays Staffing                                  43,212           44,779
     Management Recruiters                            33,759           38,934
     Corporate                                        98,673          103,415
                                                 -------------     -------------
                                                  $  436,108          432,774
                                                 =============     =============

Inter-segment activity is not significant; therefore, revenues reported for each
operating segment are substantially all from external customers.

                                     <PAGE>13

                                     ITEM 2.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                              Results of Operations

Overview

During the three month period ended March 31, 2003,  CDI Corp.  (the  "Company")
continued  to see  benefits  from  its  multi-phased  Plan of  Restructure  (the
"Plan"),  which was  initially  implemented  in the  fourth  quarter of 2001 and
concluded in the third quarter of 2002. The successful execution of the Plan, as
well as continued  fiscal  discipline,  have lowered the Company's  overall cost
structure.  Although  the  Company  operates  in  a  very  challenging  business
environment,  CDI has begun to reap the  benefits of its strategy of focusing on
longer cycle  project work and higher  margin  revenues in general.  Part of the
overall strategy has included upgrading its technology  infrastructure,  as well
as transitioning the Company's back-office  processing to West Virginia over the
next several quarters.

The Company is managed and operated along four operating segments:  Professional
Services  ("PS"),  Project  Management  ("PM"),  Todays Staffing  ("Todays") and
Management  Recruiters  International  ("MRI").  The discussions that follow are
based on the Company's segment reporting  structure.  This report should be read
in  conjunction  with the  Company's  2002  report on Form 10-K  filed  with the
Securities and Exchange Commission on March 27, 2003.

Consolidated  Results of Operations for the three months ended March 31, 2003 as
compared to the three months ended March 31, 2002

The  Company  recorded  consolidated  revenues  of $269.5  million  in the first
quarter of 2003,  down $43.6 million or 13.9%,  as compared to the first quarter
of 2002. This overall decline was  significantly  due to the following  reasons:
the  decision to exit lower margin  contracts  in PS, the sale of  company-owned
offices in MRI and the significant decline in CDI's Telecommunications  business
that is part of PM. The sluggish  economy also continued to adversely affect the
Company's  performance.  For  example,  PS is  experiencing  reduced  demand for
information  technology  services.  Todays',  which  competes  in the  temporary
clerical sector,  has seen depressed demand for its services due to being highly
dependent on the economy.  Finally, MRI is experiencing the effects of employers
continuing  to delay  hiring of  permanent  staff.  Partially  offsetting  these
declines was double-digit growth in the current quarter in AndersElite, which is
reported in the PS segment.

The  Company' s gross profit of $68.4  million in the first  quarter of 2003 was
lower by $10.9 million or 13.8% as compared to the first  quarter of 2002.  This
decline was  primarily  due to the lower sales volume noted above.  All segments
had increases in gross profit  margin except for MRI.  MRI`s gross profit margin
was  negatively  impacted  by the sale of  company-owned  offices  in the  third
quarter of last year.

Operating and administrative expenses were $60.0 million in the first quarter of
2003, a decline of $19.6 million or 24.6% from the first  quarter of 2002.  This
improvement  was due to the Company's  lower cost  structure  resulting from the
Plan of  Restructure  and the lower sales  volume in the first  quarter of 2003.
Included in operating and  administrative  expenses in the first quarter of 2002
were $3.4 million of event-driven charges related to accelerated depreciation of
the Company's  impaired  former  enterprise  resource  planning  system ("ERP").
During the first  quarter  of 2003,  the  Company  incurred  approximately  $1.0
million in preparation for a customer contract in the engineering unit of its PM
segment and to upgrade the  technical  infrastructure  for its new West Virginia
back-office.

The Company recorded no restructuring  expenses in the first quarter of 2003, as
compared to $4.1 million of restructuring expenses in the first quarter of 2002.
The items included in  restructuring  expenses last year were:  $2.2 million for
the termination of operating  leases relating to the closure of approximately 29
offices,  $1.0 million for severance for  approximately  90 staff  employees and
$0.9 million for asset impairments.

Operating profits were $8.4 million in the first quarter of 2003, as compared to
an operating loss of $4.4 million in the first quarter of 2002. The  significant
improvement  in  operating  profit of $12.8  million  was due  primarily  to the
reduction in operating and administrative  expenses of $19.6 million,  partially
offset by  reduced  gross  profit of $10.9  million,  as well as not  having any
restructure  expenses in the first  quarter of 2003, as compared to $4.1 million
in the first quarter of 2002.

                                     <PAGE>14

Net interest  income was $0.4 million in the first  quarter of 2003, as compared
to net  interest  expense  of $0.1  million in the first  quarter  of 2002.  The
improvement results from positive cash flow leading to higher invested funds.

CDI's  income  tax rate was 37.5% for the  quarter  ended  March  31,  2003,  as
compared to 35.8% for the first quarter of last year.  The lower income tax rate
in the  first  quarter  of 2002 was  adjusted  later in the year to arrive at an
annualized  rate of  38.1%,  due to the  occurrence  of  certain  non-deductible
expenses.  Management  believes  that the 37.5% income tax rate  incurred in the
first quarter of 2003 is a reasonable estimate for the full year.

The  discontinued  operations in 2002 of $0.5 million  relate to the disposal of
its former subsidiary Modern Engineering,  Inc. (Modern),  which operated in the
PM  segment.  Accordingly,   Modern's  activity  was  recorded  as  discontinued
operations in the accompanying  financial statements in 2002.

In connection with the  implementation of SFAS 142 in 2002, the Company recorded
an  impairment  charge  of $21.4  million,  ($14.0  million  after  tax) for the
write-off of  goodwill.  This charge was  presented  as a  cumulative  effect of
accounting change in the Consolidated  Statement of Earnings.

The  Company's  net income per diluted  share was $0.28 for the first quarter of
2003, as compared to a loss per share of $0.86 in the first quarter of 2002.

Segment Results

Professional  Services (PS)
The PS operating  segment  recorded  revenues of $140.4  million for the quarter
ended March 31, 2003, a decrease of $29.2  million or 17.2%,  as compared to the
first quarter of 2002. The revenue  reduction  principally  reflects the planned
exit of lower margin customer  contracts,  as well as the continued  softness in
the  demand for  information  technology  services.  Partially  offsetting  this
decline was double-digit revenue growth in the first quarter of 2003 in the U.K.
based AndersElite business. AndersElite continues to experience strong demand in
the construction sector.

PS' gross profit of $29.2 million in the first quarter of 2003 was lower by $2.5
million or 7.9%, as compared to the first quarter of 2002.  This decline was due
to the lower sales volume noted above,  significantly offset by the gross profit
margin  increase  of 2.1% to 20.8% due to the exiting of lower  margin  customer
contracts and focusing on the higher margin vertical markets.

PS' operating  profit was $4.6 million in the first quarter of 2003, as compared
to an  operating  loss of $0.6  million  for the same  period in 2002.  The $5.2
million  improvement was primarily due to operating and administrative  expenses
declining  $4.4  million,  partially  offset by the lower  gross  profit of $2.5
million.  In addition,  2002 results were adversely affected by a charge of $2.6
million  related to accelerated  depreciation  of the Company's ERP system and a
restructuring charge of $0.6 million. There were no such charges in 2003.

Project  Management  Services (PM)
The PM  operating  segment  recorded  revenues of $78.9  million for the quarter
ended March 31, 2002,  a decrease of $2.0 million or 2.5%,  as compared to first
quarter of 2002. The lower revenues were primarily  attributable  to declines in
the telecommunications  industry, the aerospace and the pharmaceuticals sectors.
These declines were almost  entirely  offset by a double-digit  increase in PM's
chemical sector.

PM's gross profit of $19.3 million,  in the first quarter of 2003, was higher by
$0.4 million or 2.2%, as compared to the first quarter of 2002.  The increase in
gross profit was primarily due to the  significant  improvement  in gross profit
margin of 1.1% to 24.5%.  The enhanced  margins were the results of PM's efforts
to obtain higher-margin, longer cycle work.

PM's operating profit was $5.2 million in the first quarter of 2003, as compared
with an  operating  loss of $2.1  million  in the  first  quarter  of 2002.  The
significant  improvement  in  operating  profit of $7.3  million  was  primarily
attributable to $4.2 million of restructuring and event-driven  items last year,
combined  with a  reduction  of $2.7  million in  operating  and  administrative
expenses.  In addition,  PM benefited  from a $0.4 million  improvement in gross
profit.

                                     <PAGE>15

Todays Staffing  (Todays)
The Todays' operating segment recorded revenues of $34.6 million for the quarter
ended March 31, 2003, a decrease of $5.4 million or 13.4%  percent,  as compared
to the first quarter of 2002. The lower revenues reflect competitive  pressures,
as well as the continued  challenging  economic environment in the United States
and Canada. The demand for temporary clerical help is particularly  dependent on
the overall economy.

Todays'  gross profit of $9.8 million in the first  quarter of 2003 was lower by
$1.1 million or 10.1%,  as compared to the first quarter of 2002.  The reduction
in gross profit was primarily due to the revenue decline noted above,  which was
partially offset by an improvement in gross profit margin of 1.0% to 28.4%.

Todays'  operating  profit  was $1.4  million in the first  quarter of 2003,  as
compared to an operating  profit of $1.0  million in the first  quarter of 2002.
This improvement of $0.4 million was primarily  attributable to the reduction of
operating and administrative  expenses of $1.4 million,  substantially offset by
the reduced gross profit of $1.1 million.

Management Recruiters International (MRI)
The MRI  operating  segment  recorded  revenues of $15.7 million for the quarter
ended March 31, 2003, a decrease of $7.0 million or 31.0%,  as compared to first
quarter of 2002. The lower revenues were primarily  attributable  to the sale of
the company-owned offices in the third quarter of 2002 and lower royalty revenue
from franchisees, partially offset by growth in the specialty staffing areas.

MRI's gross  profit of $10.1  million in the first  quarter of 2003 was lower by
$7.8 million or 43.5%,  as compared to the first quarter of 2002. This reduction
in gross profit was primarily due to the reduced revenue noted above, as well as
a 14.3%  decrease in gross profit  margin to 64.2%.  The decline in gross profit
margin was primarily due to the reduction in high margin franchise based revenue
and the sale of company owned-offices.

MRI's  operating  profit  was $0.7  million  in the first  quarter  of 2003,  as
compared to an operating  profit of $1.9  million in the first  quarter of 2002.
The  reduction in  operating  profit of $1.2  million was  primarily  due to the
reduction in gross profit of $7.8 million, substantially offset by the reduction
in operating and administrative expenses of $6.5 million.

Corporate
In the three month  period ended March 31, 2003,  corporate  expenses  were $3.4
million  compared to $4.6  million  for the same period in 2002.  The decline of
$1.2  million  or 25.0%  was the  result of both the Plan of  Restructure  noted
above, as well as continued fiscal discipline.

Liquidity and Capital Resources

Total cash, cash  equivalents and short-term  investments at March 31, 2003 were
$93.4 million ($81.0 million net of  outstanding  checks),  an increase of $43.7
million  ($48.3  million net of  outstanding  checks) from the first  quarter of
2002. The Company has no bank borrowings and terminated its $75.0 million credit
agreement  with a syndicate  of banks  during the fourth  quarter of 2002.  This
agreement was due to expire on March 31, 2003. The Company  believes its current
liquidity is adequate to meet its obligations during 2003.

Cash used in  operations  was $8.9  million  in the first  quarter  of 2003,  as
compared  to $13.4  million of  positive  cash flow in 2002.  The $22.3  million
reduction was primarily  attributable  to an increase in accounts  receivable of
$14.4  million  primarily  due to a slowdown in cash  inflows for several  large
customers.  Additionally,  accounts payable and accrued expenses  decreased $8.1
million, due primarily to payments of accrued bonuses and taxes.

Cash used in investing  activities  was $10.5 million in the first quarter 2003,
an increase of $8.3 million  from the first  quarter of 2002,  primarily  due to
increased  short-term  investments  of  $6.9  million.   Additionally,   capital
expenditures  increased $1.4 million due primarily to the purchase of a new back
office system and upgrades at the new shared services center in West Virginia.

Cash provided by financing activities remainder relatively the same from 2002 to
2003.  Cash  provided  by  financing  activities  was $6.4  million in the first
quarter of 2003, as compared to $6.6 million in the first quarter of 2002.

                                     <PAGE>16

Critical Accounting Policies

These financial  statements were prepared in accordance with generally  accepted
accounting  principles,  which requires management to make subjective decisions,
assessments  and  estimates  about the  effect of  matters  that are  inherently
uncertain.  As the number of variables  and  assumptions  affecting the judgment
increases, such judgments become even more subjective. While management believes
its  assumptions  are both  reasonable  and  appropriate,  actual results may be
materially  different  than  estimated.  The critical  accounting  estimates and
assumptions  identified in the  Company's  2002 Annual Report on Form 10-K filed
March 27, 2003 with the Securities and Exchange  Commission  have not materially
changed.

New Accounting Pronouncements

In June 2002, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standard No. 146 ("SFAS  146")  Accounting  for Costs
Associated with Exit or Disposal  Activities,  which supersedes  Emerging Issues
Task Force Number 94-3,  ("EITF No. 94-3"),  Liability  Recognition  for Certain
Employee  Termination  Benefits  and Other Costs to Exit an Activity  (including
Certain  Costs  Incurred in a  Restructuring).  SFAS 146  requires  companies to
recognize  costs  associated  with  exit or  disposal  activities  when they are
incurred, rather than at the date of a commitment to an exit or disposal plan as
required by EITF No. 94-3.  SFAS 146 is effective for  restructuring  activities
initiated after December 31, 2002. This Statement does not require  companies to
adjust restructuring  reserves recorded before 2003. The Company will apply SFAS
146 to future restructurings.

Effective December 15, 2002, the Company adopted FASB  Interpretation  Number 45
("FIN 45")  Guarantor's  Accounting and Disclosure  Requirements for Guarantees,
Including  Indirect  Guarantees of Indebtedness of Others.  This  Interpretation
elaborates  on the  disclosures  to be made by a  guarantor  in its  interim and
annual financial  statements about its obligations under certain guarantees that
it has issued.  It also clarifies that a guarantor is required to recognize,  at
the inception of a guarantee,  a liability for the fair value of the  obligation
undertaken   in  issuing  the   guarantee.   The  Company  has   assessed   this
Interpretation  and has provided the  necessary  disclosures  on Form 10-K filed
with the SEC on March 27, 2003 in Note 16 of the Notes to Consolidated Financial
Statements. For the three months ended March 31, 2003, there were no significant
changes  from  year-end.

In December 2002, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting Standard No. 148 ("SFAS 148") - Accounting for Stock-Based
Compensation--Transition and Disclosure--an amendment of FASB Statement No. 123.
This  Statement  amends FASB  Statement  No. 123 ("SFAS  123");  Accounting  for
Stock-Based  Compensation,  to provide  alternative  methods of transition for a
voluntary  change to the fair value based method of accounting  for  stock-based
employee  compensation.  In  addition,  this  Statement  amends  the  disclosure
requirements  of SFAS 123 to require  prominent  disclosures  in both annual and
interim  financial  statements  about the method of accounting  for  stock-based
employee compensation and the effect of the method used on reported results. The
transition  provisions  of SFAS 148 are  effective  for  years  beginning  after
December  15,  2002.  See  Note 2 of the  Notes  to the  Consolidated  Financial
Statements for the required disclosure.

Forward-looking Information

The Company's growth prospects are influenced by broad economic trends. The pace
of  customer  capital  spending  programs,  new  product  launches  and  similar
activities  have a  direct  impact  on the  need  for  temporary  and  permanent
employees.  Should the U.S. economy decline during 2003, the Company's operating
performance could be adversely  impacted.  The Company believes that its Plan of
Restructure  and strategic focus on targeted  vertical  market sectors  provides
some insulation from adverse trends.  However,  further  declines in the economy
could result in the need for future cost reductions or changes in strategy.

Additionally, changes in government regulations could result in prohibition or
restriction of certain types of employment services or the imposition of new or
additional benefits, licensing or tax requirements with respect to the provision
of employment services that may reduce CDI's future earnings. There can be no
assurance that CDI

                                     <PAGE>17


will be able to increase the fees charged to its clients in a timely  manner and
in a  sufficient  amount  to cover  increased  costs  as a result  of any of the
foregoing.

The staffing  services  market is highly  competitive  with limited  barriers to
entry.  CDI  competes  in global,  national,  regional  and local  markets  with
numerous temporary staffing and permanent placement companies. Price competition
in the  staffing  industry is  significant,  particularly  for the  provision of
office  clerical and light  industrial  personnel,  and pricing  pressures  from
competitors  and  customers  are  increasing.  CDI  expects  that  the  level of
competition  will remain high in the future,  which could limit CDI's ability to
maintain or increase its market share or profitability.

Certain  information  in this  report,  including  Management's  Discussion  and
Analysis  of   Financial   Condition   and  Results  of   Operations,   contains
forward-looking  statements  as  such  term is  defined  in  Section  27A of the
Securities Act of 1933 and Section 21E of the  Securities  Exchange Act of 1934.
Certain   forward-looking   statements   can  be   identified   by  the  use  of
forward-looking  terminology  such as,  "believes",  "expects,"  "may,"  "will,"
"should,"  "seeks,"   "approximately,"   "intends,"  "plans,"   "estimates,"  or
"anticipates"  or the negative thereof or other  comparable  terminology,  or by
discussions of strategy, plans or intentions. Forward-looking statements involve
risks and  uncertainties  that could cause actual  results to differ  materially
from  those  in  the  forward-looking   statements.   These  include  risks  and
uncertainties such as competitive  market pressures,  material changes in demand
from larger  customers,  availability  of labor,  the Company's  performance  on
contracts,  changes  in  customers'  attitudes  toward  outsourcing,  government
policies or judicial  decisions  adverse to the  staffing  industry,  changes in
economic   conditions   and  delays  or   unexpected   costs   associated   with
implementation  of the Company's Plan of Restructure.  Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak only as
of  the  date  hereof.   The  Company  assumes  no  obligation  to  update  such
information.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to risks  associated with foreign  currency  fluctuations
and changes in  interest  rates.  The  Company's  exposure  to foreign  currency
fluctuations  relates to its operations in foreign  countries  conducted through
subsidiaries operating primarily in the United Kingdom and Canada. Exchange rate
fluctuations  impact the U. S. dollar  value of reported  earnings  derived from
these  foreign  operations  as  well  as the  carrying  value  of the  Company's
investment in the net assets related to these operations.  The Company generally
does not engage in hedging  activities with respect to foreign operations except
for isolated  situations  involving  inter-company  payments  that have not been
material.  The effects of foreign currency  exchange rate fluctuations have been
immaterial.

The Company's exposure to interest rate changes is not significant.  As of March
31, 2003,  there were no bank  borrowings and only  immaterial  amounts of other
debt outstanding, none of which was variable rate debt. The Company's investment
in money  market and other  short-term  instruments  are  primarily  at variable
rates.

Item 4. Controls and Procedures

The Company has conducted an evaluation of the  effectiveness  of its disclosure
controls and procedures under the supervision of its Chief Executive Officer and
its Chief Financial  Officer within 90 days of the filing date of this quarterly
report on Form 10-Q. Based on this evaluation,  the Chief Executive  Officer and
Chief Financial  Officer have concluded that the Company's  disclosure  controls
and procedures  provide  reasonable  assurance that  information  required to be
disclosed by the Company in reports filed under the  Securities  Exchange Act of
1934 is recorded, processed, summarized and reported upon in such reports within
the time periods  specified for their filing. It should be noted that the design
of any  system of  controls  is based in part on certain  assumptions  about the
likelihood of future events.  A control system,  no matter how well designed and
implemented,  can provide  only  reasonable,  not absolute  assurance,  that the
objectives of the control system will be met.

There have been no significant  changes in the Company's internal controls or in
other factors that could  significantly  affect these controls subsequent to the
date of their evaluation.


PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

   (a) Exhibits

     3.a    Articles of incorporation of the Registrant,  incorporated herein by
            reference  to the  Registrant's  report on Form 10-Q for the quarter
            ended June 30, 2002 (File No. 1-5519).

     3.b    Bylaws of the  Registrant,  incorporated  herein by reference to the
            Registrant's report on Form 10-Q for the quarter ended June 30, 2002
            (File No. 1-5519).


     10.a.  CDI Corp.  Non-Qualified  Stock Option and Stock Appreciation Rights
            Plan.  (Constitutes a management  contract or  compensatory  plan or
            arrangement.)

     10.b.  Amended and Restated CDI Corp. 1998 Non-Qualified Stock Option Plan.
            (Constitutes  a  management   contract  or   compensatory   plan  or
            arrangement.)

     10.d.  CDI Corp. 2000 Stock Unit Plan.  (Constitutes a management  contract
            or compensatory plan or arrangement.)


     10.f.  Supplemental  Pension  Agreement  dated April 11,  1978  between CDI
            Corporation  and  Walter  R.  Garrison.  (Constitutes  a  management
            contract or compensatory plan or arrangement.)

     10.l.  Non-Qualified  Stock Option Agreement dated October 14, 2002 between
            Registrant and Jay G. Stuart.  (Constitutes a management contract or
            compensatory plan or arrangement.)

     10.m.  Restricted Stock Agreement dated October 14, 2002 between Registrant
            and  Jay  G.  Stuart.   (Constitutes   a   management   contract  or
            compensatory plan or arrangement.)

     10.p.  Agreement  Regarding  Severance  between  Registrant  and Gregory L.
            Cowan  effective  November  15,  2002.   (Constitutes  a  management
            contract or compensatory plan or arrangement.)

     99.a.  Certification  of Chief  Executive  Officer,  Pursuant  to 18 U.S.C.
            Section   1350,   as  Adopted   Pursuant   to  Section  906  of  the
            Sarbanes-Oxley Act of 2002.

     99.b.  Certification  of Chief  Financial  Officer,  Pursuant  to 18 U.S.C.
            Section   1350,   as  Adopted   Pursuant   to  Section  906  of  the
            Sarbanes-Oxley Act of 2002.

   (b) Reports on Form 8-K during the three month period ended March 31, 2003.

       None.

                                     <PAGE>19

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





                                            CDI CORP.
                                    --------------------------



May 8, 2003                          By:  /s/ Jay G. Stuart
                                     --------------------------
                                     Jay G. Stuart
                                     Executive Vice President and Chief
                                     Financial Officer
                                     (Principal Financial Officer)

                                     <PAGE>20

                                  CERTIFICATION

I, Roger H. Ballou, certify that:

 1.    I have reviewed this quarterly report on Form 10-Q of CDI Corp.;

 2.    Based on my knowledge,  this quarterly report does not contain any untrue
       statement of a material fact or omit to state a material  fact  necessary
       to make the statements  made, in light of the  circumstances  under which
       such  statements  were made,  not  misleading  with respect to the period
       covered by this quarterly report;

 3.    Based on my knowledge,  the  financial  statements,  and other  financial
       information  included in this  quarterly  report,  fairly  present in all
       material respects the financial condition, results of operations and cash
       flows of the  registrant  as of, and for,  the periods  presented in this
       quarterly report;

 4.    The  registrant's  other  certifying  officer and I are  responsible  for
       establishing  and  maintaining  disclosure  controls and  procedures  (as
       defined in Exchange Act Rules 13a-14 and 15d-14) for the  registrant  and
       have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

 5.    The registrant's other certifying officer and I have disclosed,  based on
       our most recent  evaluation,  to the registrant's  auditors and the audit
       committee of registrant's  board of directors (or persons  performing the
       equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

 6.    The registrant's  other  certifying  officer and I have indicated in this
       quarterly  report  whether  there were  significant  changes in  internal
       controls or in other  factors that could  significantly  affect  internal
       controls subsequent to the date of our most recent evaluation,  including
       any  corrective  actions  with  regard to  significant  deficiencies  and
       material weaknesses.

Date: May 8, 2003

                                        By:  /s/ Roger H. Ballou
                                        --------------------------
                                        ROGER H. BALLOU
                                        President and Chief Executive Officer

                                     <PAGE>21

                                  CERTIFICATION


I, Jay G. Stuart, certify that:

 1.    I have reviewed this quarterly report on Form 10-Q of CDI Corp.;

 2.    Based on my knowledge,  this quarterly report does not contain any untrue
       statement of a material fact or omit to state a material  fact  necessary
       to make the statements  made, in light of the  circumstances  under which
       such  statements  were made,  not  misleading  with respect to the period
       covered by this quarterly report;

 3.    Based on my knowledge,  the  financial  statements,  and other  financial
       information  included in this  quarterly  report,  fairly  present in all
       material respects the financial condition, results of operations and cash
       flows of the  registrant  as of, and for,  the periods  presented in this
       quarterly report;

 4.    The  registrant's  other  certifying  officer and I are  responsible  for
       establishing  and  maintaining  disclosure  controls and  procedures  (as
       defined in Exchange Act Rules 13a-14 and 15d-14) for the  registrant  and
       have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

 5.    The registrant's other certifying officer and I have disclosed,  based on
       our most recent  evaluation,  to the registrant's  auditors and the audit
       committee of registrant's  board of directors (or persons  performing the
       equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

 6.    The registrant's  other  certifying  officer and I have indicated in this
       quarterly  report  whether  there were  significant  changes in  internal
       controls or in other  factors that could  significantly  affect  internal
       controls subsequent to the date of our most recent evaluation,  including
       any  corrective  actions  with  regard to  significant  deficiencies  and
       material weaknesses.

Date: May 8, 2003


                                        By:  /s/ Jay G. Stuart
                                        ----------------------------
                                        JAY G. STUART
                                        Executive Vice President and
                                        Chief Financial Officer

                                     <PAGE>22


                                INDEX TO EXHIBITS

 Number                         Exhibit
--------  ---------------------------------------------------------------------

   3.a    Articles of  incorporation of the Registrant,  incorporated  herein by
          reference  to the  Registrant's  report on Form  10-Q for the  quarter
          ended June 30, 2002 (File No. 1-5519).

   3.b    Bylaws of the  Registrant,  incorporated  herein by  reference  to the
          Registrant's  report on Form 10-Q for the quarter  ended June 30, 2002
          (File No. 1-5519).

   10.a.  CDI Corp.  Non-Qualified  Stock Option and Stock  Appreciation  Rights
          Plan.  (Constitutes  a  management  contract or  compensatory  plan or
          arrangement.)

   10.b.  Amended and Restated CDI Corp. 1998  Non-Qualified  Stock Option Plan.
          (Constitutes   a   management   contract  or   compensatory   plan  or
          arrangement.)

   10.d.  CDI Corp. 2000 Stock Unit Plan.  (Constitutes a management contract or
          compensatory plan or arrangement.)

   10.f.  Supplemental  Pension  Agreement  dated  April 11,  1978  between  CDI
          Corporation and Walter R. Garrison. (Constitutes a management contract
          or compensatory plan or arrangement.)

   10.l.  Non-Qualified  Stock Option  Agreement  dated October 14, 2002 between
          Registrant and Jay G. Stuart.  (Constitutes  a management  contract or
          compensatory plan or arrangement.)

   10.m.  Restricted  Stock Agreement dated October 14, 2002 between  Registrant
          and Jay G. Stuart.  (Constitutes a management contract or compensatory
          plan or arrangement.)

   10.p.  Agreement  Regarding Severance between Registrant and Gregory L. Cowan
          effective  November 15, 2002.  (Constitutes  a management  contract or
          compensatory plan or arrangement.)

   99.a.  Certification  of  Chief  Executive  Officer,  Pursuant  to 18  U.S.C.
          Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.

   99.b.  Certification  of  Chief  Financial  Officer,  Pursuant  to 18  U.S.C.
          Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.