1


                                     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 June 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 July 31, 2001 were:

     Common stock, $.10 par value                       19,077,104 shares
     Class B common stock, $.10 par value                      None



<PAGE>


                                                                               2


                          PART 1.  FINANCIAL INFORMATION

                            CDI CORP. AND SUBSIDIARIES

                            Consolidated Balance Sheets
                                  (In thousands)



                                                     June 30,
                                                       2001      December 31,
Assets                                              (unaudited)     2000
------                                              -----------  ------------
Current assets:
 Cash                                                $  6,890       11,432
 Accounts receivable, less allowance
  for doubtful accounts of $4,113 - June 30,
  2001; $3,694 - December 31, 2000                    350,172      371,088
 Prepaid expenses                                       7,905        8,267
 Deferred income taxes                                 10,842       11,969
                                                      -------      -------
        Total current assets                          375,809      402,756

Fixed assets, at cost:
 Computers and systems                                101,652       95,999
 Equipment and furniture                               39,002       37,537
 Leasehold improvements                                12,898       11,640
                                                      -------      -------
                                                      153,552      145,176
 Accumulated depreciation                             (88,643)     (79,066)
                                                      -------      -------
        Net fixed assets                               64,909       66,110

Goodwill and other intangible assets, net              89,601       90,281
Other assets                                           11,459       12,882
                                                      -------      -------
                                                    $ 541,778      572,029
                                                      =======      =======


<PAGE>


                                                                               3


                            CDI CORP. AND SUBSIDIARIES

                            Consolidated Balance Sheets
                         (In thousands, except share data)



                                                    June 30,
                                                      2001      December 31,
Liabilities and Shareholders' Equity               (unaudited)     2000
------------------------------------               -----------  ------------
Current liabilities:
  Obligations not liquidated because
   of outstanding checks                           $  18,334       22,568
  Accounts payable                                    45,312       44,266
  Withheld payroll taxes                               5,616        3,343
  Accrued expenses                                    86,634       96,128
  Income taxes payable                                 3,797       12,746
                                                     -------      -------
         Total current liabilities                   159,693      179,051

Long-term debt                                        35,453       49,623
Deferred income taxes                                  1,386        1,272
Deferred compensation                                 12,406       13,144
Minority interests                                     2,467        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
   20,027,606 shares - June 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                           16,817       16,677
  Retained earnings                                   336,042      331,308
  Accumulated other comprehensive loss                 (2,399)      (1,999)
  Unamortized value of restricted stock
   issued                                                (133)        (230)
  Less common stock in treasury, at cost -
   950,502 shares - June 30, 2001;
   950,135 shares - December 31, 2000                 (21,957)     (21,963)
                                                      -------      -------
         Total shareholders' equity                   330,373      325,795
                                                      -------      -------
                                                    $ 541,778      572,029
                                                      =======      =======


<PAGE>


                                                                               4


                            CDI CORP. AND SUBSIDIARIES

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


                                           Three months ended   Six months ended
                                                 June 30,            June 30,
                                           ------------------   ----------------
                                             2001     2000       2001     2000
                                            -------  -------    -------  -------
Revenues                                  $ 387,497  437,447    792,663  858,847

Cost of services                            286,411  314,762    581,673  622,140
                                            -------  -------    -------  -------
  Gross profit                              101,086  122,685    210,990  236,707

Operating and administrative costs           98,347   99,887    201,073  192,995
                                            -------  -------    -------  -------
  Operating profit                            2,739   22,798      9,917   43,712

Interest expense                                924    1,393      1,862    2,441
                                            -------  -------    -------  -------
  Earnings before income taxes and
   minority interests                         1,815   21,405      8,055   41,271

Income taxes                                    687    8,310      3,077   16,137
                                            -------  -------    -------  -------
  Earnings before minority interests          1,128   13,095      4,978   25,134

Minority interests                              139      267        244      502
                                            -------  -------    -------  -------
  Net earnings                            $     989   12,828      4,734   24,632
                                            =======  =======    =======  =======
Earnings per share:
  Basic                                   $     .05      .67        .25     1.29
  Diluted                                 $     .05      .67        .25     1.29




<PAGE>


                                                                               5


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

                                           Three months ended  Six months ended
                                                June 30,           June 30,
                                           ------------------  ----------------
                                             2001     2000      2001     2000
                                            -------  -------   -------  -------
Common stock:
  Beginning of period                      $  2,002    2,000     2,002    2,000
  Exercise of stock options                       -        1         -        1
  Stock Purchase Plan                             1        -         1        -
                                            -------  -------   -------  -------
  End of period                            $  2,003    2,001     2,003    2,001
                                            =======  =======   =======  =======
Additional paid-in capital:
  Beginning of period                      $ 16,759   16,472    16,677   16,539
  Restricted stock issued                       (29)     208        57      208
  Restricted stock-vesting/forfeiture           (45)       -       (45)     (16)
  Restricted stock-change in value                8       11         4      (74)
  Stock Purchase Plan                           124        6       124       40
                                            -------  -------   -------  -------
  End of period                            $ 16,817   16,697    16,817   16,697
                                            =======  =======   =======  =======
Retained earnings:
  Beginning of period                      $335,053  310,109   331,308  298,305
  Net earnings                                  989   12,828     4,734   24,632
                                            -------  -------   -------  -------
  End of period                            $336,042  322,937   336,042  322,937
                                            =======  =======   =======  =======
Accumulated other comprehensive loss:
  Beginning of period                      $ (2,594)    (642)   (1,999)    (611)
  Translation adjustment                        195     (754)     (943)    (785)
  Loss on investment                              -        -       543        -
                                            -------  -------   -------  -------
  End of period                            $ (2,399)  (1,396)   (2,399)  (1,396)
                                            =======  =======   =======  =======
Unamortized value of restricted stock
issued:
  Beginning of period                      $   (245)    (723)     (230)    (945)
  Restricted stock issued                         -        -       (70)     104
  Restricted stock-vesting/forfeiture             -        -        23        -
  Restricted stock-change in value               (8)     (11)       (4)      74
  Restricted stock-amortization of value        120       82       148      115
                                            -------  -------   -------  -------
  End of period                            $   (133)    (652)     (133)    (652)
                                            =======  =======   =======  =======
Treasury stock:
  Beginning of period                      $(21,986) (21,548)  (21,963) (21,444)
  Restricted stock issued                        29        -        29        -
  Restricted stock-forfeiture                     -        -       (23)    (104)
                                            -------  -------   -------  -------
                                           $(21,957) (21,548)  (21,957) (21,548)
                                            =======  =======   =======  =======
Comprehensive income:
  Net earnings                             $    989   12,828     4,734   24,632
  Translation adjustment                        195     (754)     (943)    (785)
  Loss on investment recognized in
  earnings                                        -        -       543        -
                                            -------  -------   -------  -------
                                           $  1,184   12,074     4,334   23,847
                                            =======  =======   =======  =======


<PAGE>

                                                                               6


                            CDI CORP. AND SUBSIDIARIES

                       Consolidated Statements of Cash Flows
                             (In thousands; unaudited)


                                                              Six months ended
                                                                  June 30,
                                                              ----------------
                                                               2001      2000
                                                              ------    ------
Operating activities:
  Net earnings                                              $  4,734    24,632
  Minority interests                                             244       502
  Depreciation                                                10,701     7,969
  Amortization of intangible assets                            2,961     2,818
  Income tax provision (less than) greater than
   tax payments                                               (7,927)    7,716
  Change in assets and liabilities net of effects
   from acquisitions:
    Decrease (increase) in accounts receivable                21,330   (43,652)
    (Decrease) increase in payables and accrued expenses      (1,733)   16,457
    Other                                                        971    (1,708)
                                                              ------    ------
                                                              31,281    14,734
                                                              ------    ------
Investing activities:
  Purchases of fixed assets                                   (9,667)  (16,923)
  Acquisitions net of cash acquired                           (7,804)   (8,255)
  Other                                                          102      (463)
                                                              -------   -------
                                                             (17,369)  (25,641)
                                                              -------   -------
Financing activities:
  Borrowings long-term debt                                    8,539    30,456
  Payments long-term debt                                    (22,709)  (19,565)
  Obligations not liquidated because of outstanding checks    (4,234)      595
  Other                                                          (50)       233
                                                              -------   -------
                                                             (18,454)   11,719
                                                              ------    -------
(Decrease) increase in cash                                   (4,542)      812

Cash at beginning of period                                   11,432    11,429
                                                              ------    ------
Cash at end of period                                       $  6,890    12,241
                                                              ======    ======


<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
second  quarter and six months  ended June 30, 2001 and 2000 was  determined  as
follows:
                                 Second quarter               Six months
                             -----------------------    -----------------------
                                2001         2000          2001         2000
                             ----------   ----------    ----------   ----------
Basic
-----
Average shares outstanding   19,072,651   19,071,984    19,071,478   19,071,589
Restricted shares issued
 not vested                           -      (30,540)            -      (34,618)
                             ----------   ----------    ----------   ----------
                             19,072,651   19,041,444    19,071,478   19,036,971
                             ==========   ==========    ==========   ==========
Diluted
-------
Shares used for basic        19,072,651   19,041,444    19,071,478   19,036,971
Dilutive effect of stocK
 options                         17,457       26,893         8,728       14,698
Dilutive effect of restricted
 shares issued not vested             -        2,827             -        2,039
Dilutive effect of units
 issuable under Stock
 Purchase Plan                   92,006       70,777        91,351       69,936
                             ----------   ----------    ----------   ----------
                             19,182,114   19,141,941    19,171,557   19,123,644
                             ==========   ==========    ==========   ==========

     Revenues and operating profit attributable to the operating segments of the
Company  for the  second  quarter  and six months  ended June 30,  2001 and 2000
follow ($000s):

                                          Second quarter         Six months
                                         -----------------    -----------------
                                          2001      2000       2001      2000
                                         -------   -------    -------   -------
Revenues:
  Information Technology Services      $  91,039    84,413    183,917   169,055
  Technical Services                     217,391   258,168    445,238   504,919
  Management Recruiters                   27,121    34,141     57,496    66,158
  Todays Staffing                         51,946    60,725    106,012   118,715
                                         -------   -------    -------   -------
                                       $ 387,497   437,447    792,663   858,847
                                         =======   =======    =======   =======


<PAGE>


                                                                               8


                                           Second quarter         Six months
                                          -----------------    -----------------
                                           2001      2000       2001      2000
                                          -------   -------    -------   -------
Operating profit:
  Information Technology Services      $   4,115     4,840      7,821    10,002
  Technical Services                      (2,306)   12,236        (46)   22,772
  Management Recruiters                    4,653     7,795     10,393    14,848
  Todays Staffing                          1,448     4,060      3,374     8,351
  Corporate expenses                      (5,171)   (6,133)   (11,625)  (12,261)
                                         -------   -------    -------   -------
                                           2,739    22,798      9,917    43,712
Interest expense                            (924)   (1,393)    (1,862)   (2,441)
                                         -------   -------    -------   -------
Earnings before income taxes
 and minority interests                $   1,815    21,405      8,055    41,271
                                         =======   =======    =======   =======

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

     Total assets as of June 30, 2001 were  approximately $30 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 June
30, 2001 was not materially different from December 31, 2000.

     During the six months ended June 30, 2001, the Company made  investments in
acquired  businesses  totaling  $7,804,000,  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 three or six months ended June 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 $387.5  million  and $792.7
million  in the three and  six-month  periods  ended June 30,  2001,  down $49.9
million (11.4%) and $66.2 million (7.7%) from the comparable  periods last year.
Revenues  for the quarter  and first half  declined  in each  operating  segment
except Information Technology Services in which revenues increased 7.8% and 8.8%
respectively.  The economic slowdown in the United States continued to adversely
affect the  staffing  industry in the second  quarter of 2001,  and is a primary
contributing factor to the continued decline in revenues. Gross profit of $101.1
million and $211.0 million for the three and six months ended June 30, 2001 fell
$21.6  million  (17.6%) and $25.7 million  (10.9%)  compared to the same periods
last year. The gross profit margin was 26.1% and 26.6% in the second quarter and
first half of 2001,  respectively,  compared  to 28.0% and 27.6% last year.  The
gross  profit  margin  declined  in the  second  quarter  compared  to last year
principally  due to higher  employee  costs and an  unfavorable  mix of business
compared to the prior year.

     Operating  and  administrative  expenses  were $98.3  million in the second
quarter,  down $1.5 million  (1.5%) from the second quarter of last year, as the
company  began  reducing its ongoing  expenditures  in response to weaker market
conditions.  Operating and  administrative  expenses were $201.1 million for the
six months  ended June 30, 2001,  an increase of $8.1  million  (4.2%) over 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 six months ended
June 30, 2001:

                                                   Second quarter    Six months
                                                   --------------   ------------
Write-down of strategic investment                 $          -     $1.0 million
Provision for termination of contract               (0.3 million)    0.3 million
Provision for severance for former executive                  -      0.6 million
Provision for reduction in staff and office
  closures                                           1.2 million     1.2 million
                                                     -----------     -----------
Total                                              $ 0.9 million    $3.1 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 in the first quarter of 2001 of an agreement with a
web-based   solutions   provider.   During  the  second  quarter  of  2001,  the
cancellation payment was negotiated below the contract termination provision and
a portion of the charge was reversed. Each of the aforementioned charges and the
related  reversal  have been  included in  Corporate  expenses in the  Company's
operating segment disclosures.

<PAGE>
                                                                              10

     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.

     The provision for  reduction in staff and offices  closures  relates 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. Of the total provision,  approximately $0.9 million
remains  accrued at June 30,  2001,  the  majority  of which will be expended by
December 31, 2001. The Company anticipates that these headcount  reductions will
result in annual pre-tax  savings of $9.4 million.  The breakdown of this charge
among operating segments is as follows (in thousands):

Information Technology Services                $   32
Technical Services                                715
Management Recruiters                              50
Todays Staffing                                    42
Corporate                                         340
                                                -----
                                               $1,179
                                                =====

     The Company incurred expenses of $0.8 million and $1.1 million in the three
and  six-month  periods  ended  June  30,  2001,  respectively,  related  to its
investment in a joint venture to provide third party  administration of internet
based human capital exchanges.

     Operating profit was $2.7 million and $9.9 million for three and six months
ended June 30, 2001, respectively,  down $20.1 million (88.0%) and $33.8 million
(77.3%) from the comparable periods last year. Interest expense was $0.9 million
and $1.9  million in the second  quarter  and first half of 2001,  respectively,
reflecting a reduction of $0.5 million (33.7%) and $0.6 million (23.7%) from the
comparable periods last year. The year-over-year  improvements  relate primarily
to lower average debt balances in 2001.

     The Company's effective tax rate was 37.9% for the second quarter and 38.2%
for the first  half of 2001,  compared  to 38.8% and 39.1%,  respectively,  last
year.  The  reductions  principally  relate to the  implementation  of state tax
minimization strategies.

     Acquisition  activity in the first six months 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
a prior acquisition, did not have a significant effect on results of operations.

     Net  earnings  for the three  months  ended June 30, 2001 were $1.0 million
($.05 per share),  down $11.8  million  (92.3%)  from $12.8  million  ($0.67 per
share) in the second  quarter of 2000.  Net  earnings for the first half of 2001
were $4.7  million  ($.25 per  share),  down $19.9  million  (80.8%)  from $24.6
million ($1.29 per share) last year.  Outstanding shares were comparable in each
period.

<PAGE>
                                                                              11
Information Technology Services

     Revenues for the Information  Technology  Services  operating  segment were
$91.0  million and $183.9  million  for the three and six months  ended June 30,
2001,  respectively,  up $6.6 million  (7.8%) and $14.9 million  (8.8%) over the
same  periods in 2000.  The increase in revenues  reflects new  contracts in the
staffing  portion of the business  which were signed in the last half of 2000 as
well as growth in the segment's Innovantage business, which provides outsourcing
services.  However, the segment has experienced a slowing in demand for staffing
services  compared to the first quarter of 2001.  Segment  operating  profit was
$4.1  million and $7.8  million  for the second  quarter and first half of 2001,
down $0.7  million  (15.0%)  and $2.2  million  (21.8%)  from the  corresponding
periods  of last year.  The  operating  profit  margin was 4.5% and 4.3 % in the
quarter and six months ended June 30, 2001,  respectively,  compared to 5.7% and
5.9% in the same periods last year.  Operating profit for the first half of 2001
includes the first  quarter  charge of $0.6 million  related to the severance of
the  former  president  of the  segment.  Additionally,  results  for the second
quarter were negatively impacted by a lower direct margin (resulting from higher
employee  costs and an unfavorable  shift in business mix) and higher  operating
and administrative costs related to additional  recruiting,  information systems
and other back  office  costs  established  to support  the  additional  volume.
Year-to-date  operating results for the first half of 2001 compared to last year
generally  reflect the same  trends,  although  the  increase in  operating  and
administrative costs was more pronounced.

Technical Services

     Revenues for the Technical  Services  operating segment were $217.4 million
and $445.2  million for the second  quarter  and first half of 2001,  down $40.8
million  (15.8%) and $59.7 million  (11.8%) from the same periods last year. The
segment  experienced  an operating loss of $2.3 million in the second quarter of
2001 compared to an operating  profit of $12.2 million in the second  quarter of
2000.   Operating   results  for  the  six  months  ended  June  30,  2001  were
approximately  breakeven,  compared to an operating profit of $22.8 million last
year. Operating results for the three and six months ended June 30, 2001 include
a charge of $0.7 million related to the reduction of staff employees and closure
of four offices. Revenues have slowed substantially compared to last year in the
staffing and  engineering  services  portions of the  segment's  business,  as a
slowing  economy  reduced  demand from 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 second  quarter and first half of
2001 have also been  negatively  impacted by a lower  direct  margin  related to
higher employee costs.

Management Recruiters International (MRI)

     Revenues at MRI were $27.1 million and $57.5 million for the second quarter
and first half of 2001, respectively, down $7.0 million (20.6%) and $8.7 million
(13.1%) from the same periods last year.  Operating  profit was $4.7 million and
$10.4 million in the three and six-month  periods ended June 30, 2001, down $3.1
million  (40.3%) and $4.5 million  (30.0%)  from the same  periods in 2000.  The
operating

<PAGE>

                                                                              12

profit  margin was 17.2% in the second  quarter of 2001 compared to 22.8% in the
second  quarter of 2000,  and was 18.1% for the first half of 2001  compared  to
22.4% for the first  half of last  year.  The  slowing  economy  has  negatively
impacted revenues at both company-owned and franchise  operations within the MRI
network of offices.


Todays Staffing

     Revenues for Todays  Staffing were $51.9 million and $106.2 million for the
three and six  months  ended  June 30,  2001,  respectively,  down $8.8  million
(14.5%) and $12.7 million (10.7%) compared to the respective  periods last year.
Operating  profit was $1.4  million and $3.4  million in the second  quarter and
first half of 2001,  down $2.6 million (64.3%) and $5.0 million (59.6%) from the
same periods last year.  The  operating  profit  margin was 2.8% and 3.2% in the
three and six-month periods ended June 30, 2001, respectively,  compared to 6.7%
and 7.0% for the three and six-month  periods  ended June 30, 2000.  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 $31.3  million in the six months  ended June 30,
2001 compared to $14.7 million in the first half of 2000,  despite $19.9 million
in lower earnings.  The increase in operating cash flows resulted from favorable
changes in working  capital,  as heightened  emphasis on receivables  management
instituted  during 2000 was  coupled  with the effect of the decline in revenues
experienced  in the first six  months of 2001  compared  to last  year.  Working
capital changes  provided $12.6 million in the first six months of 2001 compared
to using $21.2 million in the same period last year. Additionally,  depreciation
and amortization in the first six months of 2001 increased $2.9 million over the
comparable period in 2000.

     Cash used in investing  activities  decreased $8.3 million in 2001 compared
to the first half of 2000 principally due to reduced spending on fixed assets.

     Long-term  debt of $35.5  million  as of June 30,  2001  declined  by $14.2
million  compared to December  31, 2000.  The ratio of  long-term  debt to total
capital  (long-term  debt plus  shareholders'  equity) was 9.7% at June 30, 2001
compared to 13.2% at December 31, 2000.

     The ratio of current assets to current liabilities at June 30, 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 line of credit was extended to March 31, 2003.
The  Company  extended the maturity of its other  committed  line of credit  to
May 18, 2002 and decided to reduce that commitment to $15 million.

     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.

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

<PAGE>
                                                                              13

                            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 will  require the
Company to use the purchase method to account for future 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  assessed  the  impact  these  statements  will have on the
Company's financial position or results of operations.


                            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>
                                                                              14

                             PART II.  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

     On May 1, 2001 the Company  held its annual  meeting of  shareholders.  The
matters  of  business  conducted  at the  meeting  were  the  election  of eight
directors  of the  Company  and the  ratification  of KPMG LLP as the  Company's
independent auditors for 2001.

     The name of each  director  elected at the meeting and a tabulation  of the
voting by nominee follows:

                                              Votes         Votes
                                               for         withheld
                                            ----------     ---------
     Walter E. Blankley                     17,501,269       127,203

     Michael J. Emmi                        15,522,686     2,105,786

     Walter R. Garrison                     17,469,844       158,628

     Kay Hahn Harrell                       17,501,269       127,203

     Lawrence C. Karlson                    17,494,094       134,378

     Allen M. Levantin                      15,967,584     1,660,888

     Alan B. Miller                         15,239,786     2,368,686

     Barton J. Winokur                      17,410,234       218,238

     There were no abstentions and there were no broker non-votes.


<PAGE>


                                                                              15


     The vote for the ratification of KPMG LLP as independent auditors for 2001
was as follows:

                           For         Against      Abstain
                        ----------     -------      -------
                        17,580,822      47,250        400

     There were 1,440,337 broker non-votes.

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).

            10.1     Consulting and Non-Competition Agreement and Release and
                     Waiver of Claims dated June 4, 2001 by and between the
                     Registrant and Brian J. Bohling.

     (b)  The Registrant did not file a report on Form 8-K during the three
          month period ended June 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.
                                             --------------------------------


August 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)

<PAGE>
                                                                              16

                               INDEX TO EXHIBITS

Number                                  Exhibit
------      ------------------------------------------------------------
 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).

10.1.       Consulting and Non-Competition Agreement and Release and Waiver of
            Claims dated June 4, 2001 by and between the Registrant and
            Brian J. Bohling.