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                                                                    EXHIBIT 31.2
                            CERTIFICATION PURSUANT TO
                     EXCHANGE ACT RULES 13a-14a AND 15d-14a,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Russell J. Reardon, certify that:

     (1)   I have reviewed this Annual Report on Form 10-K of CD&L, Inc.;

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

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

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

              (a)  Designed such disclosure controls and procedures, or caused
                   such disclosure controls and procedures to be designed under
                   our supervision, to ensure that material information relating
                   to the registrant, including its consolidated subsidiaries,
                   is made known to us by others within those entities,
                   particularly during the period in which this Annual Report is
                   being prepared;
              (b)  Evaluated the effectiveness of the registrant's disclosure
                   controls and procedures and presented in this Annual Report
                   our conclusions about the effectiveness of the disclosure
                   controls and procedures, as of the end of the period covered
                   by this Annual Report based on such evaluation; and
              (c)  Disclosed in this Annual Report any change in the
                   registrant's internal control over financial reporting that
                   occurred during the registrant's most recent fiscal quarter
                   that has materially affected, or is reasonably likely to
                   materially affect, the registrant's internal control over
                   financial reporting; and

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

              (a)  All significant deficiencies and material weaknesses in the
                   design or operation of internal control over financial
                   reporting which are reasonably likely to adversely affect the
                   registrant's ability to record, process, summarize and report
                   financial information; and
              (b)  Any fraud, whether or not material, that involves management
                   or other employees who have a significant role in the
                   registrant's internal control over financial reporting.

Dated: April 14, 2004
                                                 /s/ Russell J. Reardon
                                                 ----------------------
                                                 Russell J. Reardon
                                                 Chief Financial Officer