1


                                  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 September 30, 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 October 31, 2001 were:

     Common stock, $.10 par value                       19,096,022 shares
     Class B common stock, $.10 par value                      None



<PAGE>


                                                                               2


                          PART 1.  FINANCIAL INFORMATION

                            CDI CORP. AND SUBSIDIARIES

                           Consolidated Balance Sheets
                                 (In thousands)



                                                  September 30,
                                                     2001        December 31,
Assets                                            (unaudited)        2000
------                                            -----------  ------------
Current assets:
 Cash                                              $  6,038       11,432
 Accounts receivable, less allowance
  for doubtful accounts of $4,950 -
  September 30, 2001; $3,694 -
  December 31, 2000                                 323,209      371,088
 Prepaid expenses                                     7,278        8,267
 Deferred income taxes                               14,235       11,969
                                                    -------      -------
        Total current assets                        350,760      402,756

Fixed assets, at cost:
 Computers and systems                              102,030       95,999
 Equipment and furniture                             38,609       37,537
 Leasehold improvements                              12,910       11,640
                                                    -------      -------
                                                    153,549      145,176
 Accumulated depreciation                           (89,623)     (79,066)
                                                    -------      -------
        Net fixed assets                             63,926       66,110

Goodwill and other intangible assets, net            91,318       90,281
Other assets                                         11,498       12,882
                                                    -------      -------
                                                  $ 517,502      572,029
                                                    =======      =======


<PAGE>


                                                                               3


                            CDI CORP. AND SUBSIDIARIES

                           Consolidated Balance Sheets
                         (In thousands, except share data)



                                                September 30,
                                                    2001       December 31,
Liabilities and Shareholders' Equity             (unaudited)       2000
------------------------------------             -----------  ------------
Current liabilities:
  Obligations not liquidated because
   of outstanding checks                         $  13,854       22,568
  Accounts payable                                  34,235       44,266
  Withheld payroll taxes                             7,089        3,343
  Accrued expenses                                  86,534       96,128
  Income taxes payable                               7,297       12,746
                                                   -------      -------
         Total current liabilities                 149,009      179,051

Long-term debt                                      25,040       49,623
Deferred income taxes                                1,013        1,272
Deferred compensation                               12,566       13,144
Minority interests                                   1,313        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 20,031,534
   shares - September 30, 2001; 20,015,561 shares -
   December 31, 2000                                 2,003        2,002
  Class B common stock, $.10 par value -
   authorized 3,174,891 shares; none
   issued                                                -            -
  Additional paid-in capital                        16,893       16,677
  Retained earnings                                334,072      331,308
  Accumulated other comprehensive loss              (2,331)      (1,999)
  Unamortized value of restricted stock
   issued                                             (119)        (230)
  Less common stock in treasury, at cost -
   950,502 shares - September 30, 2001;
   950,135 shares - December 31, 2000              (21,957)     (21,963)
                                                   -------      -------
         Total shareholders' equity                328,561      325,795
                                                   -------      -------
                                                 $ 517,502      572,029
                                                   =======      =======


<PAGE>


                                                                               4


                            CDI CORP. AND SUBSIDIARIES

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


                                         Three months ended   Nine months ended
                                           September 30,        September 30,
                                         ------------------   -----------------
                                           2001     2000       2001     2000
                                          -------  -------    ------- ---------
Revenues                                $ 358,763  441,571  1,151,426 1,300,418

Cost of services                          267,945  320,655    849,618   942,795
                                          -------  -------    -------  --------
  Gross profit                             90,818  120,916    301,808   357,623

Operating and administrative costs         92,976  101,938    294,049   294,933
                                          -------  -------    -------  --------
  Operating (loss) profit                  (2,158)  18,978      7,759    62,690

Interest expense                              867    1,392      2,729     3,833
                                          -------  -------    -------  --------
  (Loss) earnings before income
  taxes and minority interests             (3,025)  17,586      5,030    58,857

Income taxes (benefit)                     (1,155)   6,172      1,922    22,309
                                          -------  -------    -------  --------
  (Loss) earnings before
  minority interests                       (1,870)  11,414      3,108    36,548

Minority interests                            100      194        344       696
                                          -------  -------    -------  --------
  Net (loss) earnings                   $  (1,970)  11,220      2,764    35,852
                                          =======  =======    =======  ========
(Loss) earnings per share:
  Basic                                 $    (.10)     .59        .14      1.88
  Diluted                               $    (.10)     .59        .14      1.88




<PAGE>


                                                                               5



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

                                          Three months ended  Nine months ended
                                             September 30,      September 30,
                                          ------------------  ----------------
                                            2001     2000      2001     2000
                                           -------  -------   -------  -------
Common stock:
  Beginning of period                     $  2,003    2,001     2,002    2,000
  Exercise of stock options                      -        -         -        1
  Stock Purchase Plan                            -        -         1        -
                                           -------  -------   -------  -------
  End of period                           $  2,003    2,001     2,003    2,001
                                           =======  =======   =======  =======
Additional paid-in capital:
  Beginning of period                     $ 16,817   16,697    16,677   16,539
  Restricted stock issued                        -        -        57      208
  Restricted stock-vesting/forfeiture           (1)       -       (46)     (16)
  Restricted stock-change in value              (2)     (53)        2     (127)
  Stock Purchase and Stock Unit Plans           79        1       203       41
                                           -------  -------   -------  -------
  End of period                           $ 16,893   16,645    16,893   16,645
                                           =======  =======   =======  =======
Retained earnings:
  Beginning of period                     $336,042  322,937   331,308  298,305
  Net (loss) earnings                       (1,970)  11,220     2,764   35,852
                                           -------  -------   -------  -------
  End of period                           $334,072  334,157   334,072  334,157
                                           =======  =======   =======  =======
Accumulated other comprehensive loss:
  Beginning of period                     $ (2,399)  (1,396)   (1,999)    (611)
  Translation adjustment                        68     (256)     (875)  (1,041)
  Loss on investment                             -     (248)      543     (248)
                                           -------  -------   -------  -------
  End of period                           $ (2,331)  (1,900)   (2,331)  (1,900)
                                           =======  =======   =======  =======
Unamortized value of restricted stock issued:
  Beginning of period                     $   (133)    (652)     (230)    (945)
  Restricted stock issued                        -        -       (70)     104
  Restricted stock-vesting/forfeiture            -        -        23        -
  Restricted stock-change in value               2       53        (2)     127
  Restricted stock-amortization of value        12        4       160      119
                                           -------  -------   -------  -------
  End of period                           $   (119)    (595)     (119)    (595)
                                           =======  =======   =======  =======
Treasury stock:
  Beginning of period                     $(21,957) (21,548)  (21,963) (21,444)
  Restricted stock issued                       -        -         29        -
  Restricted stock-forfeiture                   -        -        (23)    (104)
                                           -------  -------   -------  -------
                                          $(21,957) (21,548)  (21,957) (21,548)
                                           =======  =======   =======  =======
Comprehensive income:
  Net (loss) earnings                     $ (1,970)  11,220    2,764   35,852
  Translation adjustment                        68     (256)    (875)  (1,041)
  Loss on investment                             -     (248)     543     (248)
                                           -------  -------   -------  -------
                                          $ (1,902)  10,716    2,432   34,563
                                           =======  =======   =======  =======


<PAGE>


                                                                               6


                            CDI CORP. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows
                            (In thousands; unaudited)


                                                               Nine months ended
                                                                 September 30,
                                                              ----------------
                                                               2001      2000
                                                              ------    ------
Operating activities:
  Net earnings                                              $  2,764    35,852
  Minority interests                                             344       696
  Depreciation                                                16,114    12,620
  Amortization of intangible assets                            4,731     4,234
  Income tax provision (less than) greater than
   tax payments                                               (8,193)    5,284
  Change in assets and liabilities net of effects
   from acquisitions:
    Decrease (increase) in accounts receivable                48,292   (50,858)
   (Decrease) increase in payables and accrued expenses      (11,437)   25,562
    Other                                                      1,882    (2,767)
                                                              ------    ------
                                                              54,497    30,623
                                                              ------    ------
Investing activities:
  Purchases of fixed assets                                  (14,770)  (24,576)
  Acquisitions net of cash acquired                          (12,386)  (11,584)
  Other                                                          616    (1,184)
                                                              ------    ------
                                                             (26,540)  (37,344)
                                                              ------    ------
Financing activities:
  Borrowings long-term debt                                   10,847    32,861
  Payments long-term debt                                    (35,430)  (23,576)
  Obligations not liquidated because of outstanding checks    (8,714)     (363)
  Other                                                          (54)      233
                                                              ------    ------
                                                             (33,351)    9,155
                                                              ------    ------
(Decrease) increase in cash                                   (5,394)    2,434

Cash at beginning of period                                   11,432    11,429
                                                              ------    ------
Cash at end of period                                       $  6,038    13,863
                                                              ======    ======


<PAGE>


                                                                               7

                            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 statement 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 common shares used to calculate basic and diluted earnings per share for the
third quarter and nine months ended September 30, 2001 and 2000 was determined
as follows:

                                 Third quarter               Nine months
                             -----------------------    -----------------------
                                2001         2000          2001         2000
                             ----------   ----------    ----------   ----------
Basic
-----
Average shares outstanding   19,079,919   19,079,753    19,074,291   19,074,839
Restricted shares issued
 not vested                           -      (30,540)            -      (33,802)
                             ----------   ----------    ----------   ----------
                             19,079,919   19,049,213    19,074,291   19,041,037
                             ==========   ==========    ==========   ==========
Diluted
-------
Shares used for basic        19,079,919   19,049,213    19,074,291   19,041,037
Dilutive effect of stock
 options                              -        1,820        24,025       10,405
Dilutive effect of restricted
 shares issued not vested             -          550             -        1,542
Dilutive effect of units
 issuable under Stock
 Purchase Plan                        -       68,896        94,663       69,590
                             ----------   ----------    ----------   ----------
                             19,079,919   19,120,479    19,192,979   19,122,574
                             ==========   ==========    ==========   ==========

     Common stock equivalents were not included in the diluted calculation for
the third quarter of 2001 because inclusion would have been antidilutive.

     Revenues and operating profit attributable to the operating segments of the
Company for the third quarter and nine months ended September 30, 2001 and 2000
follow ($000s):
                                          Third quarter         Nine months
                                         -----------------    -----------------
                                          2001      2000       2001      2000
                                         -------   -------    -------   -------
Revenues:
  Information Technology Services      $  86,332    91,194    270,249   260,249
  Technical Services                     203,473   253,581    648,711   758,500
  Management Recruiters                   23,570    36,715     81,066   102,873
  Todays Staffing                         45,388    60,081    151,400   178,796
                                         -------   -------    -------   -------
                                       $ 358,763   441,571  1,151,426 1,300,418
                                         =======   =======  ========= =========


<PAGE>


                                                                               8


                                        Third quarter         Nine months
                                       -----------------    -----------------
                                        2001      2000       2001      2000
                                       -------   -------    -------   -------
Operating (loss)profit:
  Information Technology Services    $   4,122     4,523     11,943    14,525
  Technical Services                    (3,985)    7,606     (4,031)   30,378
  Management Recruiters                  3,089     8,648     13,482    23,496
  Todays Staffing                         (492)    4,016      2,882    12,367
  Corporate expenses                    (4,892)   (5,815)   (16,517)  (18,076)
                                       -------   -------    -------   -------
                                        (2,158)   18,978      7,759    62,690
Interest expense                           867     1,392      2,729     3,833
                                       -------   -------    -------   -------
(Loss) earnings before income taxes
 and minority interests              $  (3,025)   17,586      5,030    58,857
                                       =======   =======    =======   =======

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

     Total assets as of September 30, 2001 were approximately $55 million lower
than as of December 31, 2000, largely due to a reduction in accounts receivable.
The percentage relationship of total assets for each operating segment as of
September 30, 2001 was not materially different from December 31, 2000.

     During the nine months ended September 30, 2001, the Company made
investments in acquired businesses totaling $12,386,000, which included two
acquisition investments, payments related to additional interests in
majority-owned subsidiaries and contingent consideration for prior acquisitions.
Acquisitions are accounted for using the purchase method. The 2001 acquisition
activity did not have a significant effect on the results of operations for the
three or nine months ended September 30, 2001.

     The financial statements included in this report are unaudited and 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.




<PAGE>


                                                                               9


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

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

Overview and Consolidated Results

     CDI Corp. achieved consolidated revenues of $358.8 million and $1,151.4
million in the three and nine month periods ended September 30, 2001, down $82.8
million (18.8%) and $149.0 million (11.5%) from the comparable periods last
year. Revenues for the third quarter declined in each operating segment.
Revenues for the nine months ended September 30, 2001 declined in each operating
segment except Information Technology Services, which increased by $10.0 million
(3.8%) compared to last year. The economic slowdown in the United States
continued to adversely affect the staffing industry in the third quarter of
2001, and is a primary contributing factor to the continued decline in revenues.
Gross profit of $90.8 million and $301.8 million for the three and nine months
ended September 30, 2001 fell $30.1 million (24.9%) and $55.8 million (15.6%)
compared to the same periods last year. The gross profit margin was 25.3% and
26.2% in the third quarter and first nine months of 2001, respectively, compared
to 27.4% and 27.5% last year. The gross profit margin declined in the respective
periods compared to last year principally due to higher employee costs and a
change to a less favorable mix of business.

     Operating and administrative expenses were $93.0 million in the third
quarter, down $9.0 million (8.8%) from the third quarter of last year, as the
Company continued reducing its expenditures in response to weaker market
conditions. Operating and administrative expenses were $294.0 million for the
nine months ended September 30, 2001, a decrease of $0.9 million (0.3%) from
last year, as the Company had invested in additional infrastructure in 2000 to
support planned growth and did not begin to implement its cost containment
programs until the second quarter of 2001. In addition, the Company incurred the
following operating and administrative charges in the three and nine months
ended September 30, 2001:

                                                Third quarter    Nine months
                                                --------------   ------------
Write-down of strategic investment              $          -     $1.0 million
Provision for termination of contract                      -      0.3 million
Provision for severance for former executive               -      0.6 million
Provision for reduction in staff and
  office closures                                 2.4 million     3.6 million
                                                  -----------     -----------
Total                                           $ 2.4 million    $5.5 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 of an agreement with a web-based solutions provider.
These charges have been included in corporate expenses in the Company's
operating segment disclosures.

     The provision for severance of 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.



<PAGE>


                                                                              10


     The  provisions for reduction in staff and offices  closures  relate to the
Company's  ongoing  efforts  to align  its  operating  and  administrative  cost
structure with anticipated  business demands. In the second quarter, the Company
reduced  administrative  headcount by approximately 300 positions and decided to
close  four  office  locations.  In  the  third  quarter,  the  Company  reduced
administrative  headcount by approximately 260 positions and decided to close 22
office locations.  The second quarter provision principally related to severance
associated with the reduction in headcount.  The third quarter provision related
to severance ($0.8 million),  lease cancellations ($0.9 million),  write down of
excess assets to be abandoned or sold ($0.4 million), and write down of goodwill
($0.3 million). Of the provisions  established in the second and third quarters,
approximately  $2.2 million  remains  accrued at September 30, 2001. The Company
anticipates  that these  reductions in staff and office  closures will result in
combined  annual pre-tax  savings of $22 to $25 million.  The breakdown of these
charges among operating segments is as follows (in thousands):

                                                  Three months     Nine months
                                                 --------------   ------------
Information Technology Services                      $   382            $  414
Technical Services                                       850             1,565
Management Recruiters                                     13                63
Todays Staffing                                        1,101             1,143
Corporate                                                 89               429
                                                   -----------     -----------
Total                                                 $2,435            $3,614
                                                   ===========     ===========

     The Company incurred expenses of $0.8 million and $2.0 million in the three
and nine-month  periods ended September 30, 2001,  respectively,  related to its
investment  in  a  joint  venture  to  provide  third  party  administration  of
internet-based  human  capital  exchanges.  These  costs have been  included  in
corporate expenses in the Company's segment disclosures.

     Operating  (loss) profit was ($2.2  million) and $7.8 million for three and
nine months ended September 30, 2001, respectively,  down $21.1 million (111.4%)
and $54.9  million  (87.6%)  from the  comparable  periods  last year.  Interest
expense was $0.9  million and $2.7  million in the third  quarter and first nine
months of 2001, respectively,  reflecting reductions of $0.5 million (37.7%) and
$1.1 million (28.8%) from the comparable  periods last year. The  year-over-year
improvements were primarily due to lower average debt balances in 2001 and, to a
lesser extent, by lower interest rates.

     The Company's effective tax rate was 38.2% for the third quarter and the
nine-months ended September 30, 2001, compared to 35.1% in the third quarter and
37.9% in the first nine months of last year, respectively. The difference in the
tax rate compared to the third quarter of last year is caused by last year's
change to an estimated annual tax rate of 37.9%, which was reflected in the
third quarter of 2000.

     Acquisition activity in the nine months ended September 30, 2001, which
consisted of two acquisition investments, additional interests in majority-owned
subsidiaries and contingent consideration for acquisitions, did not have a
significant effect on results of operations.




<PAGE>


                                                                              11


     Net (loss) earnings for the three months ended September 30, 2001 were
($2.0 million) ($.10 per share), down $13.2 million (117.6%) from $11.2 million
($0.59 per share) in the third quarter of 2000. Net earnings for the first nine
months of 2001 were $2.8 million ($.14 per share), down $33.1 million (92.3%)
from $35.9 million ($1.88 per share) last year. Outstanding shares were
comparable in each period.

Information Technology Services

     Revenues for the Information  Technology  Services  operating  segment were
$86.3 million for the three months ended  September 30, 2001, a decrease of $4.9
million (5.3%) from the third quarter of last year. Revenues for the nine months
ended  September 30, 2001 increased by $10.0 million (3.8%),  however,  over the
comparable period last year. During the third quarter the segment  experienced a
slowing of demand in its staffing operations, although the segment's Innovantage
division,  which supplies outsourcing services,  continued its growth.  Revenues
for the nine months ended  September 30, 2001 reflect higher volume in the first
and second  quarters,  caused by additional  business which had been obtained in
the last half of 2000.

     Segment  operating  profit was $4.1 million and $11.9  million in the three
and nine-month  periods ended  September 30, 2001,  down $0.4 million (8.9%) and
$2.6 million  (17.8%) from the  corresponding  periods last year.  The operating
profit  margin in the third  quarter  and first nine months of 2001 was 4.8% and
4.4%, respectively, down from 5.0% and 5.6% from the same periods, respectively,
in 2000. Operating profit in the third quarter of 2001 includes a charge of $0.4
million related to the reduction of staff and closure of two offices. Otherwise,
third  quarter  operating  profit would have been flat compared to last year and
the  operating  profit  margin would have been 5.2%.  For the first nine months,
operating profit also included a charge of $0.6 million for the severance of the
former president of the segment. Without these charges, operating profit for the
first nine months would have been $12.9  million,  and  operating  profit margin
would have been 4.8%.

     Operating  profit for the quarter was also reduced by a lower direct margin
(resulting from higher employee costs),  although this reduction was offset by a
reduction  in  operating  and  administrative  costs,  due  to  staff  headcount
reductions  which had occurred by  attrition  in the second  quarter and tighter
cost  controls.  Year-to-date,  direct margin for 2001  increased  slightly over
2000, but higher operating and  administrative  costs through the second quarter
for expanded recruiting and other back office costs adversely impacted operating
profit.

Technical Services

     Revenues for the Technical  Services  operating segment were $203.5 million
and $648.7  million for the third  quarter  and first nine months of 2002,  down
$50.1  million  (19.8%) and $109.8  million  (14.5%)  from the same periods last
year.  The segment  experienced  an operating  loss of $4.0 million in the third
quarter of 2001  compared to an  operating  profit of $7.6  million in the third
quarter of 2000.  The segment also had an operating  loss of $4.0 million in the
nine months ended September 30, 2001,  compared to an operating  profit of $30.4
million in the first nine  months of 2000.  Operating  results for the three and
nine months ended  September  30, 2001 include  charges of $0.9 million and $1.6
million,  respectively,  related to the  reduction  of staff and the  closure of
eight offices.  Otherwise, the operating losses would have been $3.1 million and
$2.5  million  in the  three  and  nine  month  periods.  Revenues  have  slowed
substantially  compared to last year in all the segment's businesses  (staffing,
engineering  services  and  telecommunications),  as a slowing  economy  reduced
demand from


<PAGE>


                                                                              12


many of the segment's large, industrial customers. The segment is focusing on
achieving longer-term growth in engineering services, which offer higher margins
than staffing and which offer more predictable revenue and profit streams.

     Additionally, in the second quarter of 2000, the segment's
telecommunications business benefited significantly from a contract with a
single customer. This contract was terminated by the customer in the third
quarter of 2000.

     The segment's operating profit for the third quarter and first nine months
of 2001 has also been negatively impacted by a lower direct margin related to
higher employee costs.

Management Recruiters International (MRI)

     Revenues at MRI were $23.6 million and $81.1 million for the third quarter
and first nine months of 2001, respectively, down $13.1 million (35.8%) and
$21.8 million (21.2%) from the same periods last year. Operating profit was $3.1
and $13.5 million in the three and nine-month periods ended September 30, 2001,
respectively, down $5.6 million (64.3%) and $10.0 million (42.6%) from the same
periods in 2000. The operating profit margin was 13.1% in the third quarter of
2001 compared to 23.6% in the third quarter of 2000, and was 16.6% in the first
nine months of 2001 compared to 22.8% in the first nine months of last year. The
slowing economy has negatively impacted revenues at both company-owned and
franchise operations within the MRI network of offices.

     Management  believes that MRI's business was significantly  impacted by the
events  of  September  11,  2001,  as a  significant  portion  of the  segment's
placements  involve  candidate air travel.  In the latter half of the month most
interviews were canceled and hiring decisions  postponed or rescinded.  The loss
of revenue  affected  the unit's  highest-margin  transactions.  The  segment is
unable,  however,  to determine the precise impact of these events in comparison
to the impact of the general economic slowdown.  In response to the reduction in
the segment's  revenues,  the unit reduced staff  headcount  (primarily  through
attrition) and closed one office.

Todays Staffing

     Revenues for Todays Staffing were $45.4 million and $151.4 million for the
three and nine months ended September 30, 2001, respectively, down $14.7 million
(24.5%) and $27.4 million (15.3%) compared to the respective periods last year.
Operating (loss) profit was ($0.5 million) and $2.9 million in the third quarter
and first nine months of 2001, down $4.5 million and $9.5 million from the same
periods last year. Operating profit in 2001 includes a charge of $1.1 million
related to the reduction in staff and the closure of 11 offices. Without the
charge, operating profit margins would have been 1.3% and 2.7% for the three and
nine-month periods ended September 30, 2001, compared to 6.7% and 6.9% in the
respective periods last year. Revenues in 2001 have fallen from year-ago levels
reflecting reduced demand over a broad range of customers for temporary
administrative services caused by the slowing economy. Operating profit fell on
the lower volume coupled with reduced gross profit percentages resulting from a
less favorable mix of business.

                         Liquidity and Capital Resources

     Cash from operations was $54.5 million in the nine months ended September
30, 2001 compared to $30.6 million in the first nine months of 2000, despite
$33.1 million in lower earnings. The increase in operating cash flows resulted
from favorable


<PAGE>


                                                                              13


changes in working capital, as heightened emphasis on receivables management
instituted during 2000 was coupled with reduced working capital investment due
to the effect of the decline in revenues experienced in the first nine months of
2001 compared to last year. Working capital changes provided $30.5 million in
the first nine months of 2001 compared to using $22.7 million in the same period
last year. Additionally, depreciation and amortization in the first nine months
of 2001 increased $4.0 million over the comparable period in 2000.

     Cash used in investing activities decreased $10.8 million in 2001 compared
to the first nine months of 2000 principally due to reduced spending on fixed
assets.

     Long-term debt of $25.0 million as of September 30, 2001 declined by $24.6
million compared to December 31, 2000. The ratio of long-term debt to total
capital (long-term debt plus shareholders' equity) was 7.1% at September 30,
2001 compared to 13.2% at December 31, 2000.

     The ratio of current assets to current liabilities at September 30, 2001
was 2.4 to 1, compared to 2.2 to 1 at December 31, 2000.

     The Company  has amended its  unsecured  revolving  credit  agreement  (the
"Credit  Agreement")  with a syndicate of banks to extend the maturity date from
March 31, 2002 to March 31, 2003.  The  aggregate  commitment by the banks under
the Credit  Agreement  was also  reduced  to $75  million  from $100  million to
reflect the reduced capital needs of the Company currently. In addition, certain
of the previously existing financial covenants contained in the Credit Agreement
were  modified  in order to  maintain  compliance  with these  covenants  and an
additional covenant was added.

     As amended,  the ratio of  indebtedness  to earnings  before  income taxes,
depreciation  and  amortization  ("EBITDA")  shall not  exceed 2.5 to 1. For the
calculation  of this ratio,  EBITDA  excludes  certain  identified  charges that
include  costs  for  restructuring   activities  and  other  event-driven  items
("Adjusted  EBITDA").  The  interest  coverage  ratio has been  modified  to use
Adjusted EBITDA. The ratio of Adjusted EBITDA to interest shall not be less than
2.5 to 1. The added covenant  requires that the ratio of accounts receivable to
indebtedness shall not be less than 3.0 to 1.

     A separate  unsecured  revolving  line of credit with a bank  providing for
borrowings  up to $15  million  has been  terminated  to reflect the  reduced
capital needs of the Company currently.

     The Company believes that capital available from operations and the Credit
Agreement is adequate to support the ongoing needs of the Company's businesses.

     In December 2000, the Company's Board of Directors approved a program of
share repurchases for up to $20 million of the Company's stock to be purchased
in the open market or privately negotiated transactions. The program expired in
June 2001 with no shares being repurchased.

                          New Accounting Pronouncements

     In June 2001 the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 141 (SFAS 141) "Business
Combinations" and Statement of Financial Accounting Standards No. 142 (SFAS 142)
"Goodwill and Other Intangible Assets". SFAS 141 is effective for any business
combination initiated after June 30, 2001, while SFAS 142 will be effective for
the Company beginning January 1, 2002. Generally, SFAS 141 requires the Company
to use the purchase


<PAGE>

                                                                              14


method to account for business combinations, if any, and SFAS 142 affects how
the Company will account for goodwill and other intangible assets acquired in
both previous and any future acquisitions. The Company has not yet fully
assessed the impact these statements will have on the Company's financial
position or results of operations.

     However, the Company had goodwill and other intangible assets, net of $91.3
million as of September 30, 2001 and had goodwill amortization of $5.9 million
for the year ended December 31, 2000 and $4.7 million for the nine months ended
September 30, 2001. Amortization of goodwill will cease upon adoption of the new
standard.

     In August 2001 the FASB issued Statement of Financial Accounting Standards
No. 143 (SFAS 143) "Accounting for Asset Retirement Obligations". SFAS 143 is
effective for fiscal years beginning after June 15, 2002, although earlier
application is encouraged. SFAS 143 relates to the recognition in financial
statements of legal obligations associated with the retirement of fixed assets.
Although Management has not yet evaluated the impact of this Statement,
Management does not believe the Company has any assets that require the accrual
of a retirement obligation.

         In October 2001, the FASB issued Statement of Financial Accounting
Standards No. 144 (SFAS 144) "Accounting for the Impairment or Disposal of
Long-Lived Assets". SFAS 144 is effective for fiscal years beginning after
December 15, 2001, and supersedes FASB Statement No. 121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and
certain provisions of Accounting Principles Board Opinion No. 30 "Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual an Infrequently Occurring Events and
Transactions" related to the disposal of a segment of a business. Earlier
application is permitted. Management is currently evaluating the impact of this
Statement on the Company.

                           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.


<PAGE>


                                                                            15


                             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).

               (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 did not file a report on Form 8-K during the three
          month period ended September 30, 2001.













                                    SIGNATURE


     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.
                                             -----------------------------------


November 14, 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)