FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


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

       For the quarterly period ended March 31, 2001
                                      --------------

                                       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
                                             -----   -----

     Outstanding shares of each of the Registrant's classes of common stock as
of April 27, 2001 were:

     Common stock, $.10 par value                   19,070,809 shares
     Class B common stock, $.10 par value                  None

                                      -1-
<PAGE>






                       PART 1.  FINANCIAL INFORMATION

                         CDI CORP. AND SUBSIDIARIES

                           Consolidated Balance Sheets
                                 (In thousands)



                                                    March 31,
                                                      2001      December 31,
Assets                                             (unaudited)     2000
------                                             -----------  ------------
Current assets:
 Cash                                               $  6,439       11,432
 Accounts receivable, less allowance
  for doubtful accounts of $3,516 -
  March 31, 2001; $3,694 - December 31,
  2000                                               372,357      371,088
 Prepaid expenses                                      8,069        8,267
 Deferred income taxes                                10,337       11,969
                                                     -------      -------
        Total current assets                         397,202      402,756

Fixed assets, at cost:
 Computers and systems                                98,619       95,999
 Equipment and furniture                              38,410       37,537
 Leasehold improvements                               12,515       11,640
                                                     -------      -------
                                                     149,544      145,176
 Accumulated depreciation                            (83,690)     (79,066)
                                                     -------      -------
        Net fixed assets                              65,854       66,110

Goodwill and other intangible assets, net             91,002       90,281
Other assets                                          11,161       12,882
                                                     -------      -------
                                                   $ 565,219      572,029
                                                     =======      =======


                                      -2-
<PAGE>





                         CDI CORP. AND SUBSIDIARIES

                           Consolidated Balance Sheets
                      (In thousands, except share data)



                                                    March 31,
                                                      2001      December 31,
Liabilities and Shareholders' Equity               (unaudited)     2000
------------------------------------               -----------  ------------
Current liabilities:
  Obligations not liquidated because
   of outstanding checks                           $  21,019       22,568
  Accounts payable                                    40,887       44,266
  Withheld payroll taxes                               2,467        3,343
  Accrued expenses                                    92,751       96,128
  Income taxes payable                                 5,843       12,746
                                                     -------      -------
         Total current liabilities                   162,967      179,051

Long-term debt                                        57,896       49,623
Deferred income taxes                                  1,313        1,272
Deferred compensation                                 11,726       13,144
Minority interests                                     2,328        3,144
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 20,021,811 shares - March 31,
   2001; 20,015,561 shares - December 31,
   2000                                                2,002        2,002
  Class B common stock, $.10 par value -
   authorized 3,174,891 shares; none
   issued                                                  -            -
  Additional paid-in capital                          16,759       16,677
  Retained earnings                                  335,053      331,308
  Accumulated other comprehensive loss                (2,594)      (1,999)
  Unamortized value of restricted stock
   issued                                               (245)        (230)
  Less common stock in treasury, at cost -
   951,752 shares - March 31, 2001;
   950,135 shares - December 31, 2000                (21,986)     (21,963)
                                                     -------      -------
         Total shareholders' equity                  328,989      325,795
                                                     -------      -------
                                                   $ 565,219      572,029
                                                     =======      =======

                                      -3-
<PAGE>





                         CDI CORP. AND SUBSIDIARIES

                     Consolidated Statements of Earnings
               (In thousands, except per share data; unaudited)


                                                         Three months ended
                                                             March 31,
                                                         ------------------
                                                          2001       2000
                                                         -------    -------

Revenues                                               $ 405,166    421,400

Cost of services                                         295,262    307,378
                                                         -------    -------
Gross profit                                             109,904    114,022

Operating and administrative costs                       102,726     93,108
                                                         -------    -------
Operating profit                                           7,178     20,914

Interest expense                                             938      1,048
                                                         -------    -------
Earnings before income taxes and
 minority interests                                        6,240     19,866

Income taxes                                               2,390      7,827
                                                         -------    -------
Earnings before minority interests                         3,850     12,039

Minority interests                                           105        235
                                                         -------    -------
Net earnings                                           $   3,745     11,804
                                                         =======    =======

Earnings per share:
  Basic                                                $     .20        .62
  Diluted                                              $     .20        .62



                                      -4-
<PAGE>



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

                                                         Three Months Ended
                                                              March 31,
                                                         ------------------
                                                          2001       2000
Common stock                                             -------    -------
  Beginning and end of period                          $   2,002      2,000
                                                         =======    =======
Additional paid-in capital
  Beginning of period                                  $  16,677     16,539
  Restricted stock issued                                     86          -
  Restricted stock-vesting/forfeiture                          -        (16)
  Restricted stock-change in value                            (4)       (85)
  Stock Purchase Plan                                          -         34
                                                         -------    -------
  End of period                                        $  16,759     16,472
                                                         =======    =======
Retained earnings
  Beginning of period                                  $ 331,308    298,305
  Net earnings                                             3,745     11,804
                                                         -------    -------
  End of period                                        $ 335,053    310,109
                                                         =======    =======
Accumulated other comprehensive loss
  Beginning of period                                  $  (1,999)      (611)
  Translation adjustment                                  (1,138)       (31)
  Loss on investment recognized in earnings                  543          -
                                                         -------    -------
  End of period                                        $  (2,594)      (642)
                                                         =======    =======
Unamortized value of restricted stock issued
  Beginning of period                                  $    (230)      (945)
  Restricted stock issued                                    (70)         -
  Restricted stock-vesting/forfeiture                         23        104
  Restricted stock-change in value                             4         85
  Restricted stock-amortization of value                      28         33
                                                         -------    -------
  End of period                                        $    (245)      (723)
                                                         =======    =======
Treasury stock
  Beginning of period                                  $ (21,963)   (21,444)
  Restricted stock-forfeiture                                (23)      (104)
                                                         -------    -------
  End of period                                        $ (21,986)   (21,548)
                                                         =======    =======
Comprehensive income
  Net earnings                                         $   3,745     11,804
  Translation adjustment                                  (1,138)       (31)
  Loss on investment recognized in earnings                  543          -
                                                         -------    -------
                                                       $   3,150     11,773
                                                         =======    =======

                                      -5-
<PAGE>






                         CDI CORP. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows
                            (In thousands; unaudited)


                                                          Three months ended
                                                               March 31,
                                                          ------------------
                                                            2001      2000
                                                           ------    ------
Operating activities:
  Net earnings                                           $  3,745    11,804
  Minority interests                                          105       235
  Depreciation                                              5,298     3,993
  Amortization of intangible assets                         1,476     1,405
  Income tax provision (less than) greater than
   tax payments                                            (5,449)    1,991
  Change in assets and liabilities net of effects
   from acquisitions:
    (Increase) in accounts receivable                        (855)  (41,665)
    (Decrease) increase in payables and accrued
      expenses                                             (2,775)   17,206
    Other                                                     (20)   (2,849)
                                                           ------    ------
                                                            1,525    (7,880)
                                                           ------    ------
Investing activities:
  Purchases of fixed assets                                (5,167)   (8,862)
  Acquisitions net of cash acquired                        (8,143)   (5,185)
  Other                                                        68      (560)
                                                           ------    ------
                                                          (13,242)  (14,607)
                                                           ------    ------
Financing activities:
  Borrowings long-term debt                                 8,273    30,448
  Payments long-term debt                                       -        (1)
  Obligations not liquidated because of
   outstanding checks                                      (1,549)   (4,350)
  Other                                                         -       (16)
                                                           ------    ------
                                                            6,724    26,081
                                                           ------    ------
(Decrease) increase in cash                                (4,993)    3,594

Cash at beginning of period                                11,432    11,429
                                                           ------    ------
Cash at end of period                                    $  6,439    15,023
                                                           ======    ======

                                      -6-
<PAGE>






                         CDI CORP. AND SUBSIDIARIES

                        Comments to Financial Statements


     Earnings  used to calculate  both basic and diluted  earnings per share are
the reported  earnings in the  Company's  consolidated  statements  of earnings.
Because of the Company's  capital  structure,  all reported  earnings pertain to
common shareholders and no other assumed  adjustments are necessary.  The number
of  shares  used to  calculate  basic  and  diluted  earnings  per share for the
quarters ended March 31, 2001 and 2000 were determined as follows:

                                                       2001         2000
                                                    ----------   ----------
     Basic
     -----
     Average shares outstanding                     19,070,304   19,071,193
     Restricted shares issued not vested                     -      (38,696)
                                                    ----------   ----------
                                                    19,070,304   19,032,497
                                                    ==========   ==========

     Diluted
     -------
     Shares used for basic                          19,070,304   19,032,497
     Dilutive effect of stock options                        -        2,503
     Dilutive effect of restricted shares
      issued not vested                                      -        1,250
     Dilutive effect of shares issuable
      under Stock Purchase Plan                         90,695       69,095
                                                    ----------   ----------
                                                    19,160,999   19,105,345
                                                    ==========   ==========

     Operating segment data for the first quarter ended March 31, 2001 and 2000
are as follows ($000s):

                                                       2001         2000
                                                      -------      -------
     Revenues:
     Information Technology Services                $  92,878       84,642
     Technical Services                               227,847      246,751
     Management Recruiters                             30,375       32,017
     Todays Staffing                                   54,066       57,990
                                                      -------      -------
                                                    $ 405,166      421,400
                                                      =======      =======


                                      -7-
<PAGE>




                                                       2001         2000
                                                      -------      -------
     Earnings before income taxes and minority interests:
     Operating profit
       Information Technology Services              $   3,706        5,162
       Technical Services                               2,260       10,536
       Management Recruiters                            5,740        7,053
       Todays Staffing                                  1,926        4,291
       Corporate expenses                              (6,454)      (6,128)
                                                      -------      -------
                                                        7,178       20,914
     Interest expense                                     938        1,048
                                                      -------      -------
                                                    $   6,240       19,866
                                                      =======      =======

     During the period ended March 31, 2001, the amounts and composition among
operating segments of assets did not materially change from December 31, 2000.

     Intersegment activity is not significant.  Therefore, revenues reported for
each operating segment are substantially all from external customers.

     During the quarter ended March 31, 2001,  the Company made  investments  in
acquired  businesses  totaling  $8,143,000,  which included an acquisition  that
occurred in 2001,  payments  related to a previously  accrued  liability  for an
additional interest in a majority-owned  subsidiary and contingent consideration
for prior  acquisitions.  Acquisitions  are  accounted  for  using the  purchase
method. The 2001 acquisition did not have a significant effect on the results of
operations for the quarter ended March 31, 2001.

     The  unaudited  financial  statements  included in this report  reflect all
adjustments  that,  in the  opinion  of  management,  are  necessary  for a fair
statement of the results for the periods presented.  All such adjustments are of
a normal  recurring  nature.  Results  for interim  periods are not  necessarily
indicative of results to be expected for the full year.

     These comments contain only the information which is required by Form 10-Q.
Further reference should be made to the comprehensive  disclosures  contained in
the Company's annual report on Form 10-K for the year ended December 31, 2000.


                                      -8-
<PAGE>






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

                              Results of Operations
                            ---------------------

Overview and Consolidated Results

     During  the first  quarter  ended  March 31,  2001,  the  Company  achieved
revenues of $405.2  million,  down $16.2  million (4%) from last year.  Revenues
declined in each operating segment except Information  Technology  Services,  in
which  revenues  increased  10% over a year ago.  The  economic  slowdown in the
United States has added to the  challenges in the  marketplace  and is a primary
factor  contributing to the decline in revenues.  Gross profit of $109.9 million
was down $4.1  million  (4%) from $114.0  million  last year.  The gross  profit
margin remained the same at 27.1% of revenues in each period.

     Operating and administrative costs were $102.7 million, an increase of $9.6
million (10%) over last year. The Company has invested in additional recruiters,
management and  infrastructure to support planned business growth and to attract
new talent,  promote  retention  and increase  productivity.  Additionally,  the
Company recorded $2.2 million of charges in operating and  administrative  costs
related to the following:

Write-down of strategic investment                              $1.0 million
Provision for termination of contract                            0.6 million
Provision for severance for former executive                     0.6 million
                                                     -----------------------
                                                                $2.2 million
                                                     =======================

     The  write-down  of a strategic  investment  related to an investment in an
e-business  solutions  provider for which management  believed the impairment of
value was other than  temporary.  The  provision for  termination  of a contract
related to the  cancellation  during the first  quarter of 2001 of an  agreement
with a web-based  staffing  solutions  provider.  Each of these amounts has been
included in Corporate expenses in the Company's  operating segment  disclosures.
The  provision  for  severance  for a former  executive  related  to the  former
president of the Company's Information Technology Services division and has been
reflected in the Information Technology Services operating segment's results.

     Operating  profit was $7.2 million,  a decrease of $13.7 million (66%) from
last year,  which reflected the combination of lower revenues and  corresponding
gross profit and an increase in operating and  administrative  costs,  including
the  charges  described  above.  Operating  profit  declined  in each  operating
segment.

                                      -9-
<PAGE>




     The Company's  effective  income tax rate was 38.3% in the first quarter of
2001, down from 39.4% a year ago, principally due to the implementation of state
tax minimization strategies.

     Interest  expense was $0.9  million  compared to $1.0  million in the first
quarter last year,  as lower  average debt  outstanding  in the first quarter of
2001  compared to last year was  partially  offset by the absence of last year's
capitalization  of  approximately  $0.2  million  of  interest  related  to  the
Company's information systems.

     Acquisition  activity in the first quarter of 2001,  which consisted of one
acquisition,  the payment of a previously  accrued  liability  for an additional
interest in a majority-owned subsidiary, and contingent consideration related to
prior acquisitions, did not have a significant effect on results of operations.

     Net earnings of $3.7 million ($0.20 per share) were down $8.1 million (68%)
from $11.8  million  ($0.62  per  share)  last  year.  Outstanding  shares  were
comparable in each period.

Segment Discussion

Information Technology Services

     Revenues for the Information  Technology  Services  operating  segment were
$92.9 million, an increase of $8.2 million (10%) over the first quarter of 2000.
The increase in revenues  reflected new contracts in the staffing portion of the
business  which  were  signed  in the last half of 2000 as well as growth in the
Company's  Innovantage  business,   which  provides  professional  services  and
functional  outsourcing for customers'  information  technology needs.  However,
operating  profit of $3.7 million fell by $1.5  million  (28%)  compared to last
year.  The  operating  profit  margin was 4.0%  compared to 6.1% last year.  The
current year includes the  provision of $0.6 million for  severance  payments to
the former president of the segment. The remainder of the profit decline relates
to  higher  operating  and  administrative  expenses,  which  include  increased
recruiting  and related  costs along with higher  information  systems and other
back office costs established to support the additional volume.

Technical Services

     Revenues for the Technical  Services operating segment were $227.8 million,
a decrease of $18.9 million (8%) compared to last year. Operating profit of $2.3
million fell $8.3 million  (79%) from the first  quarter of 2000.  The operating
profit margin was 1.0%,  compared to 4.3% last year.  The decline in revenues is
related to lower demand in the staffing portion of the segment's business,  as a
slowing  economy  reduced  demand from many of the  segment's  large  industrial
customers. Additionally, the segment's

                                      -10-
<PAGE>






current year results reflect higher operating and administrative costs because
of investments during the prior year in management and operations support
infrastructure.

Todays Staffing

     Revenues at Todays Staffing were $54.1 million,  a decrease of $3.9 million
(7%) from the first quarter of last year.  Operating profit of $1.9 million fell
$2.4 million (55%) from the comparable period last year. The decline in revenues
reflected  slower demand for  temporary  administrative  services  caused by the
slowing economy.  Operating profit fell as the volume decline was coupled with a
less  favorable mix of business and  increases in operating  and  administrative
costs,  as the segment  replaced  recruiting and sales  personnel which had been
lost in late 1999 and early 2000.

Management Recruiters International (MRI)

     Revenues  at MRI were  $30.4  million,  a  decrease  of $1.6  million  (5%)
compared to the first quarter of 2000 that  reflected a significant  slowdown in
permanent  placements.  Operating  profit of $5.7 million was below last year by
$1.3 million (19%). The operating profit margin was 18.9% compared to 22.0% last
year.  While job orders remained  relatively  strong,  placements fell as hiring
companies took longer to evaluate  candidates and candidates appeared to be more
reluctant to change jobs in the face of an uncertain economy.

                         Liquidity and Capital Resources

     Operations  during the first  quarter of 2001  created cash inflows of $1.5
million despite lower net earnings in the quarter. Working capital investment in
the  quarter  was  minimal  compared  to the first  quarter  of 2000  because of
heightened  emphasis on receivables  management  instituted  during 2000 and the
decline in revenues  experienced  during the quarter.  Offsetting  these inflows
were  cash   outflows  for  purchases  of  fixed  assets  and   investments   in
acquisitions. As a result, long-term debt as of March 31, 2001 increased by $8.3
million  from  December  31,  2000.  The  ratio  of  long-term  debt to  capital
(long-term  debt  plus  shareholders'  equity)  as of March  31,  2001 was 15.0%
compared to 13.2% as of December 31, 2000.

     The ratio of current  assets to current  liabilities  at March 31, 2001 was
2.4 to 1,  compared to 2.2 to 1 at December 31, 2000.  The maturity  date of the
Company's $100 million unsecured revolving credit agreement has been extended to
March 31, 2003.

     The  Company's   Board  of  Directors  has  approved  a  program  of  share
repurchases  extending  into June 2001 for up to $20  million  of the  Company's
stock,  to  be  repurchased  in  the  open  market  or in  privately  negotiated
transactions. No shares have been repurchased under this program.

                                      -11-
<PAGE>




     The  Company   believes  that  its  cash  from   operations  and  borrowing
capabilities are adequate to support the Company's business.

                          New Accounting Pronouncements

     Statement  of  Financial  Accounting  Standards  No.  133,  as  amended  by
Statements of Financial  Accounting  Standards  Nos. 137 and 138  (collectively,
SFAS 133), "Accounting for Derivative Instruments and Hedging Activities" became
effective  in the first  quarter of 2001.  SFAS 133 did not  impact the  Company
because  the  Company  does not  have  any  derivative  instruments  or  hedging
transactions.

                           Forward-looking Information

     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 computer  systems.  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.





                         PART II.  OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits
             3.(i)   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,
                     1990 (File No. 1-5519).

                                      -12-
<PAGE>




               (ii)  Bylaws of the Registrant, incorporated herein by
                     reference to the Registrant's report on Form 10-Q for
                     the quarter ended June 30, 1990 (File No. 1-5519).

     (b) The Registrant filed a Form 8-K on January 4, 2001 announcing the Board
of  Directors  approval  of a program  to  repurchase  up to $20  million of the
company's  stock over a six-month  period  extending into June 2001 through open
market purchases or privately negotiated transactions.











                                   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 15, 2001                        By:  /s/ Gregory L. Cowan
                                       ------------------------------------
                                         GREGORY L. COWAN
                                         Executive Vice President and Chief
                                         Financial Officer
                                         (Duly authorized officer and
                                         principal financial officer of
                                         Registrant)



                                      -13-