<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549
                                    FORM 10-Q


(Mark One)

[X]      Quarterly report pursuant to Section 13 or 15 (d) of the Securities
         Exchange Act of 1934 for the quarterly period ended September 30, 2003
         or

[ ]      Transition report pursuant to Section 13 or 15 (d) of the Securities
         Exchange Act of 1934 for the transition period
         from_______________to____________


Commission File Number:    0-26954


                                   CD&L, INC.
             (Exact name of Registrant as specified in its charter)


               Delaware                                22-3350958
(State or other jurisdiction of
incorporation or organization)            (I.R.S. Employer Identification No.)



80 Wesley Street                                         07606
South Hackensack, New Jersey                           (Zip Code)
(Address of principal executive offices)

                           (201) 487-7740
(Registrant's telephone number, including area code)

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X  No
                                              ---    ---

         Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes    No X
                                                                      ---   ---

         The number of shares of common stock of the Registrant, par value $.001
per share, outstanding as of November 7, 2003 was 7,658,660.

<PAGE>


                                   CD&L, INC.
               FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2003

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                            ----
<S>                                                                                                     <C>
Part I - Financial Information

         Item 1 - Financial Statements

              CD&L, Inc. and Subsidiaries
                  Condensed Consolidated Balance Sheets as of September 30, 2003
                           (unaudited) and December 31, 2002                                                   3
                  Condensed Consolidated Statements of Operations for the Three and Nine
                           Months Ended September 30, 2003 and 2002 (unaudited)                                4
                  Condensed Consolidated Statements of Cash Flows for the Nine
                           Months Ended September 30, 2003 and 2002 (unaudited)                                5
                  Notes to Condensed Consolidated Financial Statements                                         6

         Item 2 - Management's Discussion and Analysis of Financial Condition and Results
                               of Operations                                                                  12

         Item 3 - Quantitative and Qualitative Disclosures about Market Risk                                  18

         Item 4 - Controls and Procedures                                                                     18

Part II - Other Information

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

Signature                                                                                                     20

Certifications                                                                                                21
</TABLE>



                                       2
<PAGE>


                           CD&L, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (In thousands, except share information)

<TABLE>
<CAPTION>
                                                                                          September 30,        December 31,
                                                                                              2003                 2002
                                                                                         ---------------     ---------------
                                                                                           (Unaudited)           (Note 1)

<S>                                                                                      <C>                 <C>
                             ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                                              $         1,066     $         1,452
  Accounts receivable, net                                                                        17,274              14,909
  Prepaid expenses and other current assets                                                        5,013               2,119
                                                                                         ---------------     ---------------
    Total current assets                                                                          23,353              18,480

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, net                                                            863               1,233
GOODWILL                                                                                          11,531              11,531
DEFERRED FINANCING COSTS, net                                                                        493                 661
OTHER ASSETS                                                                                       2,216               1,916
                                                                                         ---------------     ---------------
    Total assets                                                                         $        38,456     $        33,821
                                                                                         ===============     ===============

              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Short-term borrowings                                                                  $         5,026     $          --
  Current maturities of long-term debt                                                             2,665               3,442
  Accounts payable, accrued liabilities and bank overdrafts                                       13,091              12,169
                                                                                         ---------------     ---------------
    Total current liabilities                                                                     20,782              15,611

LONG-TERM DEBT, net of current maturities                                                         12,173              14,041
OTHER LONG-TERM LIABILITIES                                                                          331                 269
                                                                                         ---------------     ---------------
    Total liabilities                                                                             33,286              29,921
                                                                                         ---------------     ---------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
 Preferred stock, $.001 par value; 2,000,000 shares
   authorized; no shares issued and outstanding                                                     --                  --
 Common stock, $.001 par value; 30,000,000 shares
   authorized; 7,688,027 shares issued at September 30, 2003 and
   December 31, 2002                                                                                   8                   8
 Additional paid-in capital                                                                       12,883              12,883
 Treasury stock, 29,367 shares at cost                                                              (162)               (162)
 Accumulated deficit                                                                              (7,559)             (8,829)
                                                                                         ---------------     ---------------
    Total stockholders' equity                                                                     5,170               3,900
                                                                                         ---------------     ---------------
    Total liabilities and stockholders' equity                                           $        38,456     $        33,821
                                                                                         ===============     ===============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.



                                       3
<PAGE>

                           CD&L, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        For the Three Months                    For the Nine Months
                                                                Ended                                  Ended
                                                            September 30,                          September 30,
                                                 -----------------------------------     -----------------------------------
                                                      2003                2002                2003                2002
                                                 ---------------     ---------------     ---------------     ---------------

<S>                                              <C>                 <C>                 <C>                 <C>
Revenue                                          $        40,846     $        38,921     $       122,040     $       116,355

Cost of revenue                                           32,549              31,240              98,741              92,514
                                                 ---------------     ---------------     ---------------     ---------------

  Gross profit                                             8,297               7,681              23,299              23,841
                                                 ---------------     ---------------     ---------------     ---------------

Selling, general and
   administrative expenses                                 7,042               6,136              20,177              19,485
Depreciation and amortization                                171                 308                 577                 916
Other income, net                                           (285)                (49)             (1,451)               --
Interest expense                                             633                 650               1,880               2,061
                                                 ---------------     ---------------     ---------------     ---------------

                                                           7,561               7,045              21,183              22,462
                                                 ---------------     ---------------     ---------------     ---------------

Income before provision for income taxes                     736                 636               2,116               1,379

Provision for income taxes                                   294                 255                 846                 552
                                                 ---------------     ---------------     ---------------     ---------------
  Net income                                     $           442     $           381     $         1,270     $           827
                                                 ===============     ===============     ===============     ===============

Net income per share:
  Basic                                          $           .06     $           .05     $           .17     $           .11
                                                 ===============     ===============     ===============     ===============
  Diluted                                        $           .05     $           .05     $           .16     $           .10
                                                 ===============     ===============     ===============     ===============

Basic weighted average common
   shares outstanding                                      7,659               7,659               7,659               7,659
                                                 ===============     ===============     ===============     ===============
Diluted weighted average common
   shares outstanding                                      8,175               8,166               8,169               8,167
                                                 ===============     ===============     ===============     ===============
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>

                           CD&L, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                              For the Nine Months Ended
                                                                                                    September 30,
                                                                                         -----------------------------------
                                                                                               2003                2002
                                                                                         ---------------     ---------------

<S>                                                                                      <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                               $         1,270     $           827
Adjustments to reconcile net income to net cash (used in) provided by
    operating activities -
    Non-cash extinguishment of debt                                                               (1,034)               --
    Gain on disposal of equipment                                                                    (90)                (53)
    Depreciation, amortization and deferred financing amortization                                   878               1,172
    Changes in operating assets and liabilities
      (Increase) decrease in -
        Accounts receivable, net                                                                  (2,365)                451
        Prepaid expenses and other current assets                                                 (2,894)                188
        Other assets                                                                                (300)                 67
      Increase in -
        Accounts payable, accrued liabilities and bank overdrafts                                    922                 709
        Other long-term liabilities                                                                   62                 141
                                                                                         ---------------     ---------------
          Net cash (used in) provided by operating activities                                     (3,551)              3,502
                                                                                         ---------------     ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of equipment                                                                     94                 136
  Additions to equipment and leasehold improvements                                                 (208)               (470)
                                                                                         ---------------     ---------------
          Net cash used in investing activities                                                     (114)               (334)
                                                                                         ---------------     ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Short-term borrowings, net                                                                       5,026                 589
  Repayments of long-term debt                                                                    (1,747)             (3,023)
  Deferred financing costs                                                                          --                  (150)
                                                                                         ---------------     ---------------
          Net cash provided by (used in) financing activities                                      3,279              (2,584)
                                                                                         ---------------     ---------------

          Net (decrease) increase in cash and cash equivalents                                      (386)                584

CASH AND CASH EQUIVALENTS, beginning of period                                                     1,452               1,165
                                                                                         ---------------     ---------------

CASH AND CASH EQUIVALENTS, end of period                                                 $         1,066     $         1,749
                                                                                         ===============     ===============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.



                                       5
<PAGE>

                           CD&L, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(1)      BASIS OF PRESENTATION:

         The accompanying unaudited condensed consolidated financial statements
         have been prepared in accordance with generally accepted accounting
         principles for interim financial information and with the instructions
         to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
         include all of the information and footnotes required by generally
         accepted accounting principles for complete financial statements. The
         condensed consolidated balance sheet at December 31, 2002 has been
         derived from the audited financial statements at that date. Certain
         reclassifications have been made to the September 30, 2002 condensed
         consolidated statements of operations and cash flows to conform to the
         current period presentation. In the opinion of management, all
         adjustments (consisting of normal recurring adjustments) considered
         necessary for a fair presentation have been included. Operating results
         for the three and nine months ended September 30, 2003 are not
         necessarily indicative of the results that may be expected for any
         other interim period or for the year ending December 31, 2003. For
         further information, refer to the consolidated financial statements and
         footnotes thereto included in the CD&L, Inc. (the "Company" or "CD&L")
         Form 10-K for the year ended December 31, 2002.

(2)      STOCK-BASED COMPENSATION:

         In December 2002, Statement of Financial Accounting Standards ("SFAS")
         No. 148, "Accounting for Stock-Based Compensation-Transition and
         Disclosure" ("SFAS 148") was issued and became effective in 2002. This
         Statement amends SFAS No. 123 "Accounting for Stock-Based
         Compensation," ("SFAS 123") to provide alternative methods of
         transition for an entity that voluntarily changes to the fair value
         method of accounting for stock-based compensation. The Company has
         elected to continue to recognize stock-based compensation using the
         intrinsic value method and has incorporated the additional disclosure
         requirements of SFAS 148.

         The Company has adopted the disclosure provisions of SFAS 148. As a
         result, under the provisions of SFAS 123, the Company applies
         Accounting Principles Board Opinion No. 25, "Accounting for Stock
         Issued to Employees" ("APB 25"), and related interpretations in
         accounting for its stock option plans. Accordingly, no compensation
         expense has been recognized for its stock-based compensation plans. Pro
         forma information regarding net income and earnings per share is
         required, and has been determined as if the Company had accounted for
         its stock options under the fair value method. The fair value for these
         options was estimated at the date of grant using the Black-Scholes
         option-pricing model with the following assumptions for the three and
         nine months ended September 30, 2003 and 2002-

<TABLE>
<CAPTION>
                                                     For the Three Months Ended             For the Nine Months Ended
                                                           September 30,                          September 30,
                                                -----------------------------------     -----------------------------------
                                                      2003                2002                2003                2002
                                                ---------------     ---------------     ---------------     ---------------

<S>                                             <C>                 <C>                 <C>                 <C>
         Weighted average fair value            $          0.46     $          0.45     $          0.39     $          0.45
         Risk-free interest rate                           4.00%               4.30%               4.20%               4.30%
         Volatility factor                                  142%                101%                 99%                101%
         Expected life                                  7 years             7 years             7 years             7 years
         Dividend yield                                    None                None                None                None
</TABLE>



                                       6
<PAGE>


         The pro forma information regarding net income and earnings per share
         is as follows (in thousands, except per share data)-

<TABLE>
<CAPTION>
                                                     For the Three Months Ended             For the Nine Months Ended
                                                           September 30,                          September 30,
                                                -----------------------------------     -----------------------------------
                                                      2003                2002                2003                2002
                                                ---------------     ---------------     ---------------     ---------------

<S>                                             <C>                 <C>                 <C>                 <C>
         Net income, as reported                $           442     $           381     $         1,270     $           827
         Stock-based employee compensation
           expense determined under fair
           value based method for all awards,
           net of related tax effects                        (1)                 (6)                 (2)                (69)
                                                ---------------     ---------------     ---------------     ---------------
         Pro forma net income                   $           441     $           375     $         1,268     $           758
                                                ===============     ===============     ===============     ===============

         Net income per share:
            Basic, as reported                  $           .06     $           .05     $           .17     $           .11
            Diluted, as reported                $           .05     $           .05     $           .16     $           .10
            Basic, pro forma                    $           .06     $           .05     $           .17     $           .10
            Diluted, pro forma                  $           .05     $           .05     $           .16     $           .09
</TABLE>

(3)      SHORT-TERM BORROWINGS:

         As of June 27, 2002 CD&L and Summit Business Capital Corporation, doing
         business as Fleet Capital - Business Finance Division, entered into an
         agreement establishing a revolving credit facility (the "Fleet
         Facility") of $15,000,000. The Fleet Facility replaced a revolving
         credit facility with First Union Commercial Corporation established in
         July 1997. The Fleet Facility expires on June 27, 2005 and provides
         CD&L with standby letters of credit, prime rate based loans at the
         bank's prime rate, as defined, plus 25 basis points (4.25% at September
         30, 2003) and LIBOR based loans at the bank's LIBOR, as defined, plus
         225 basis points (3.37% at September 30, 2003). Credit availability is
         based on eligible amounts of accounts receivable, as defined, up to a
         maximum amount of $15,000,000 and is secured by substantially all of
         the assets, including certain cash balances, accounts receivable,
         equipment, leasehold improvements and general intangibles of the
         Company and its subsidiaries. During the nine months ended September
         30, 2003, the maximum borrowings outstanding under the Fleet Facility
         were approximately $3,518,000 and the outstanding borrowings as of
         September 30, 2003 were approximately $2,829,000. As of September 30,
         2003, the Company had borrowing availability of $1,978,000 under the
         Fleet Facility, after adjusting for restrictions related to outstanding
         standby letters of credit of $7,000,000 and minimum availability
         requirements.

         Under the terms of the Fleet Facility, the Company is required to
         maintain certain financial ratios and comply with other financial
         conditions. The Fleet Facility also prohibits the Company from
         incurring certain additional indebtedness, limits certain investments,
         advances or loans and restricts substantial asset sales, capital
         expenditures and cash dividends. Pursuant to a modification agreement
         with its lender, the Company was in compliance with its debt covenants
         as of September 30, 2003.

         Insurance Financing Agreements -
         In connection with the renewal of certain of the Company's insurance
         policies, CD&L entered into four agreements to arrange for the
         financing of annual insurance premiums. A total of $3,236,000 was
         financed through these arrangements. Monthly payments, including
         interest, amount to $328,000. The interest rates range from 3.50% to
         4.75% and the notes mature in March and April 2004. The related annual
         insurance premiums were paid to the various insurance companies at the
         beginning of each policy year. All outstanding debt amounts at
         September 30, 2003 are included in short-term borrowings. The
         corresponding prepaid insurance has been recorded in prepaid expenses
         and other current assets.


                                       7
<PAGE>

 (4)     LONG-TERM DEBT:

         On January 29, 1999, the Company completed a $15,000,000 private
         placement of senior subordinated notes and warrants (the "Senior
         Notes") with three financial institutions. The Senior Notes originally
         bore interest at 12.0% per annum and are subordinate to all senior debt
         including the Company's Fleet Facility. Under the terms of the Senior
         Notes, as amended, the Company is required to maintain certain
         financial ratios and comply with other financial conditions contained
         in the Senior Notes agreement. Pursuant to a modification agreement
         with its lender, the Company was in compliance with the Senior Notes
         covenants as of September 30, 2003.

         The Senior Notes mature on January 29, 2006 and may be prepaid by the
         Company under certain circumstances. The warrants expire January 19,
         2009 and are exercisable at any time prior to expiration at a price of
         $.001 per equivalent share of common stock for an aggregate of 506,250
         shares of the Company's stock, subject to additional adjustments. The
         Company has recorded the fair value of the warrants of $1,265,000 as a
         credit to additional paid-in-capital and a debt discount on the Senior
         Notes. The Company used the proceeds to finance acquisitions and to
         reduce outstanding short-term borrowings. As of August 17, 2000,
         November 21, 2000, March 30, 2001, May 30, 2001, August 20, 2001,
         November 19, 2001, April 12, 2002, June 28, 2002, April 23, 2003
         and November 13, 2003, the Company and the note holders modified the
         Senior Subordinated Loan Agreement (the "Senior Note Agreement")
         entered into on January 29, 1999. The Senior Note Agreement, as
         amended, provides for scheduled repayments of $250,000 at the end of
         each calendar quarter beginning in the first quarter of 2003 and ending
         in the fourth quarter of 2005. Such payments increase to $312,500 if
         the Company meets certain availability benchmarks under the Fleet
         Facility, as defined. The interest rate on the $3,000,000 of the notes
         scheduled to be repaid through 2005 would be reduced to 10% on a
         prospective basis if the Company makes a voluntary principal repayment
         of $750,000 at any time prior to maturity.

         Seller-Financed Debt -
         On March 30, 2001, pursuant to an Asset Purchase Agreement dated as of
         March 7, 2001, Sureway Worldwide, LLC ("Sureway Worldwide"), a
         wholly-owned subsidiary of Global Delivery Systems, LLC ("Global"),
         purchased certain assets from a subsidiary of CD&L. As part of the
         payment price for such assets, Sureway Worldwide issued to CD&L a
         promissory note in the original principal amount of $2,500,000
         guaranteed by Global (the "Note Receivable"). Such note and the
         guaranty were subordinated to Sureway Worldwide's and Global's
         obligations to its secured lender. No payments had been made to CD&L on
         the Note Receivable since issuance. CD&L wrote-off the entire amount of
         the Note Receivable on December 31, 2001 based on management's
         determination that the note would not be collected.

         On February 16, 1999, the Company and its subsidiary, Sureway Air
         Traffic Corporation, Inc. ("Sureway"), entered into and consummated an
         asset and stock purchase agreement with Victory Messenger Service,
         Inc., Richard Gold ("Gold"), Darobin Freight Forwarding Co., Inc.
         ("Darobin"), and The Trust Created Under Paragraph Third of the Last
         Will and Testament of Charles Gold (the "Trust"), (collectively "Gold
         Wings"), whereby Sureway purchased all of the outstanding shares of the
         capital stock of Darobin and certain of the assets and liabilities of
         the other sellers. In conjunction therewith, the Company became
         obligated for seller-financed acquisition debt of $1,650,000. As of
         February 28, 2003, the note had a remaining principal balance of
         $1,034,000 (the "CDL/Gold Note").

         On February 28, 2003, the Company completed a series of related
         transactions with GMV Express, Inc. ("GMV"), Gold (a principal of GMV)
         and his affiliates, and Global and its subsidiary, Sureway Worldwide.
         The net effect of the transactions with Global, Sureway Worldwide, GMV
         and Gold is that the Company assigned the Note Receivable to GMV in
         exchange for a release on the CDL/Gold Note payable, so that the
         Company is now relieved of its $1,034,000 liability for the CDL/Gold
         Note and the Company has no further rights to the Note Receivable. In
         addition, the Company received payments from Sureway Worldwide and
         Global of approximately $117,000 ($72,000 in settlement of disputed
         claims and $45,000 for other amounts due) and provided Gold with a
         release covering claims of breach of certain non-competition
         agreements. As a result of this transaction, the Company recorded a
         gain of $1,034,000 which is included within other income, net.


                                       8
<PAGE>

 (5)     GOODWILL AND DEFERRED FINANCING COSTS:

         On June 30, 2001, SFAS No. 142, "Goodwill and Other Intangible Assets"
         ("SFAS 142") was issued. SFAS 142 eliminated goodwill amortization over
         its estimated useful life. However, goodwill is subject to at least an
         annual assessment for impairment by applying a fair-value based test.
         Additionally, acquired intangible assets must be separately recognized
         if the benefit of the intangible asset is obtained through contractual
         or other legal rights, or if the intangible asset can be sold,
         transferred, licensed, rented or exchanged, regardless of the
         acquirer's intent to do so. Intangible assets with definitive lives are
         amortized over their useful lives. The Company adopted SFAS 142
         effective January 1, 2002. For purposes of performing the fair-value
         based test of goodwill, the Company has determined that it has one
         reporting unit. This reporting unit is consistent with its single
         operating segment, which management determined is appropriate under the
         provisions of SFAS No. 131, "Disclosures about Segments of an
         Enterprise and Related Information" ("SFAS 131"). During 2002, a
         transitional goodwill impairment test was performed and the Company
         determined that there was no impairment of goodwill. Further, as
         required by SFAS 142, an annual impairment test was completed at the
         end of fiscal 2002 and the Company determined that there was no
         impairment. Fair value was determined by two methods:

            1.    Present value of future estimated cash flows, including a
                  determination of a terminal value.

            2.    Market capitalization utilizing quoted market prices of the
                  Company's common stock.

         The adoption of SFAS 142 did not result in the recognition of an
         impairment of goodwill. However, changes in business conditions could
         result in impairment in the future. Examples of changes in business
         conditions include, but are not limited to, bankruptcy or loss of a
         significant customer, a significant adverse change in regulatory
         factors, a loss of key personnel, increased levels of competition from
         companies with greater financial resources than the Company and margin
         erosion caused by our inability to increase prices to our customers at
         the same rate that our costs increase.

         Deferred financing costs totaled $493,000 as of September 30, 2003 (net
         of accumulated amortization of $845,000). Amortization of deferred
         financing costs for the three months ended September 30, 2003 and 2002
         was approximately $56,000 and $57,000, respectively and $168,000 and
         $153,000 for the nine months ended September 30, 2003 and 2002,
         respectively. Amortization of deferred financing costs has been
         recorded as interest expense.

         Estimated amortization of deferred financing costs for the years ended
         December 31 (in thousands)-

         2003                                                 $224
         2004                                                  224
         2005                                                  199
         2006                                                   14



                                       9
<PAGE>

(6)      NOTE RECEIVABLE FROM STOCKHOLDER:

         In February 1996, Liberty Mutual Insurance Company ("Liberty Mutual")
         filed an action against Securities Courier Corporation ("Securities"),
         a subsidiary of the Company, Mr. Vincent Brana, an employee of the
         Company, and certain other parties in the United States District Court
         for the Southern District of New York. Under the terms of its
         acquisition of Securities, the Company had certain rights to
         indemnification from Mr. Brana. In connection with the indemnification,
         Mr. Brana has entered into a settlement agreement and executed a
         promissory note (the "Brana Note") in such amount as may be due for any
         defense costs or award arising out of this suit. Mr. Brana has agreed
         to repay the Company on December 1, 2003, together with interest
         calculated at a rate per annum equal to the rate charged the Company by
         its senior lender. Mr. Brana delivered 357,301 shares of CD&L common
         stock to the Company as collateral for the Brana Note. On September 8,
         2000 the parties entered into a settlement agreement in which
         Securities and Mr. Brana agreed to pay Liberty Mutual $1,300,000. An
         initial payment of $650,000 was made by Securities on October 16, 2000,
         $325,000 plus interest at a rate of 10.5% per annum was paid in monthly
         installments ending July 1, 2001 and the balance of $325,000 plus
         interest at a rate of 12.0% per annum was paid in monthly installments
         ending July 1, 2002.

         At September 30, 2003 and December 31, 2002, the Company had a
         receivable due from Mr. Brana totaling $2,800,000. As of September 30,
         2003 and December 31, 2002, considering the market value of the
         collateral, the settlement being negotiated below, and Mr. Brana's
         failure to provide satisfactory evidence to support his ability to pay
         the Brana Note, the Company maintained a $2,800,000 reserve against the
         receivable.

         In an effort to resolve all outstanding disputes between Mr. Brana and
         the Company, a settlement agreement is currently being negotiated. If
         an agreement is reached, the Company would return to Mr. Brana the
         357,301 shares of CD&L common stock held by the Company as collateral
         for the $2,800,000 note, and provide certain releases for claims that
         the Company may have against him. Mr. Brana's employment with the
         Company was terminated on September 1, 2002, and he has served as a
         paid consultant since that time.

(7)      LITIGATION:

         The Company is, from time to time, a party to litigation arising in the
         normal course of its business, including claims for uninsured personal
         injury and property damage incurred in connection with its same-day
         delivery operations. In connection therewith, the Company has recorded
         reserves of $465,000 and $325,000 as of September 30, 2003 and December
         31, 2002, respectively.

         Also from time to time, federal and state authorities have sought to
         assert that independent contractors in the transportation industry,
         including those utilized by CD&L, are employees rather than independent
         contractors. The Company believes that the independent contractors that
         it utilizes are not employees under existing interpretations of federal
         and state laws. However, federal and state authorities have and may
         continue to challenge this position. Further, laws and regulations,
         including tax laws, and the interpretations of those laws and
         regulations, may change.

         Management believes that none of these actions, including the actions
         described above, will have a material adverse effect on the
         consolidated financial position or results of operations of the
         Company.


                                       10
<PAGE>

(8)      INCOME PER SHARE:

         Basic earnings per share represents net income divided by the weighted
         average shares outstanding. Diluted earnings per share represents net
         income divided by the weighted average shares outstanding adjusted for
         the incremental dilution of potentially dilutive common shares.

         A reconciliation of weighted average common shares outstanding to
         weighted average common shares outstanding assuming dilution follows
         (in thousands)-

<TABLE>
<CAPTION>
                                                        Three Months Ended                      Nine Months Ended
                                                           September 30,                          September 30,
                                                -----------------------------------     -----------------------------------
                                                      2003                2002                2003                2002
                                                ---------------     ---------------     ---------------     ---------------

<S>                                             <C>                 <C>                 <C>                 <C>
         Basic weighted average
          common shares outstanding                        7,659               7,659               7,659               7,659
         Effect of dilutive securities:
             Stock options and warrants                      516                 507                 510                 508
                                                 ---------------     ---------------     ---------------     ---------------
         Diluted weighted average
           common shares
           outstanding                                     8,175               8,166               8,169               8,167
                                                 ===============     ===============     ===============     ===============
</TABLE>

         The following potentially dilutive common shares were excluded from the
         computation of diluted Earnings per Share because the exercise or
         conversion price was greater than the average market price of common
         shares (in thousands):

<TABLE>
<CAPTION>
                                                        Three Months Ended                       Nine Months Ended
                                                           September 30,                           September 30,
                                                -----------------------------------     -----------------------------------
                                                      2003                2002                2003                2002
                                                ---------------     ---------------     ---------------     ---------------

<S>                                             <C>                 <C>                 <C>                 <C>
         Stock options and warrants                       1,877               1,931              1,899                1,913
         Seller financed convertible notes                  431                 475                431                  475
</TABLE>

 (9)     NEW ACCOUNTING PRONOUNCEMENT:

         In January 2003, Interpretation No. 46 of the Financial Accounting
         Standards Board, "Consolidation of Variable Interest Entities" ("FIN
         46") was issued. The Company does not believe that it has any
         relationships with variable interest entities that will be subject to
         the requirements of FIN 46.

(10)     RELATED PARTY TRANSACTIONS:

         Effective as of February 1, 2003, the Company has leased its former
         vehicle repair facility to a company whose principal is a shareholder
         and former executive of the Company. During the three and nine months
         ended September 30, 2003, the Company made payments for vehicle
         maintenance and repairs of approximately $52,300 and $186,300,
         respectively. During the first nine months of 2003, the Company sold 63
         vehicles for approximately $40,350 to this company. Additionally, the
         Company has recorded rental income from this company of approximately
         $9,000 and $24,000 during the three and nine months ended September 30,
         2003, respectively. Refer to the 2002 Form 10-K for additional
         discussion of related party transactions.



                                       11
<PAGE>


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

         Disclosure Regarding Forward-Looking Statements

         The Company is provided a "safe harbor" for forward-looking statements
         contained in this report by the Private Securities Litigation Reform
         Act of 1995. The Company may discuss forward-looking information in
         this Report such as its expectations for future performance, growth and
         acquisition strategies, liquidity and capital needs and its future
         prospects. Actual results may not necessarily develop as the Company
         anticipates due to many factors including, but not limited to the
         timing of certain transactions, unexpected expenses encountered, the
         effect of economic and market conditions, the impact of competition and
         the factors listed in the Company's 2002 Report on Form 10-K and other
         SEC filings. Because of these and other reasons, the Company's actual
         results may vary materially from management's current expectations.

         Overview

         The condensed consolidated financial statements of the Company
         including all related notes, which appear elsewhere in this report,
         should be read in conjunction with this discussion of the Company's
         results of operations and its liquidity and capital resources.

         Critical Accounting Policies and Estimates

         The Company's discussion and analysis of financial condition and
         results of operations are based upon the Company's consolidated
         financial statements, which have been prepared in accordance with
         accounting principles generally accepted in the United States of
         America. The preparation of these financial statements requires the
         Company to make estimates and judgments that affect the reported
         amounts of assets, liabilities, revenues and expenses, and related
         disclosure of contingent assets and liabilities. On an ongoing basis,
         the Company evaluates its estimates, including those related to
         accounts and notes receivable, intangible assets, insurance reserves,
         income taxes and contingencies. The Company bases its estimates on
         historical experience and on various other assumptions that are
         believed to be reasonable under the circumstances, the results of which
         form the basis for making judgments about the carrying values of assets
         and liabilities that are not readily apparent from other sources.
         Actual results may differ from these estimates under different
         assumptions or conditions.

         The Company believes the following critical accounting policies reflect
         more significant judgments and estimates used in the preparation of its
         consolidated financial statements.

         Allowance for Doubtful Accounts
                  The Company maintains allowances for doubtful accounts and
         notes receivable for estimated losses resulting from the inability of
         its customers and debtors to make payments when due or within a
         reasonable period of time thereafter. The Company estimates allowances
         for doubtful accounts and notes receivable by evaluating past due aging
         trends, analyzing customer payment histories and assessing market
         conditions relating to its customers' operations and financial
         condition. Such allowances are developed principally for specific
         customers. If the financial condition of the Company's customers and
         debtors were to deteriorate, resulting in an impairment of their
         ability to make required payments, additional allowances may be
         required.

         Goodwill
                  The value of the Company's goodwill is significant relative to
         total assets and stockholders' equity. The Company reviews goodwill for
         impairment on at least an annual basis using several fair-value based
         tests, which include, among others, a discounted cash flow and terminal
         value computation. The discounted cash flow and terminal value
         computation is based on management's estimates of future operations.
         Changes in business conditions could materially impact management's
         estimates of future operations and this could result in an impairment
         of goodwill. Such impairment, if any, could have a significant impact
         on the Company's consolidated operations and financial condition.

                                       12
<PAGE>
         Examples of changes in business conditions include, but are not limited
         to, bankruptcy or loss of a significant customer, a significant adverse
         change in regulatory factors, a loss of key personnel, increased levels
         of competition from companies with greater financial resources than the
         Company and margin erosion caused by our inability to increase prices
         to our customers at the same rate that our costs increase.

         Insurance Reserves
                  The Company retains certain insurance risk through various
         insurance policies. The Company's deductible for workers' compensation
         is $500,000 per loss ($350,000 prior to May 1, 2003). The deductible
         for employee health medical costs is $150,000 per loss ($125,000 prior
         to March 1, 2002). Effective July 1, 2003, automobile liability
         coverage is maintained for covered vehicles through a fully-insured
         indemnity program with no deductible ($350,000 deductible prior to July
         1, 2003). The Company reserves the estimated amounts of uninsured
         claims and deductibles related to such insurance retentions for claims
         that have occurred in the normal course of business. These reserves are
         established by management based upon the recommendations of third-party
         administrators who perform a specific review of open claims, which
         include fully developed estimates of both reported claims and incurred
         but not reported claims, as of the balance sheet date. Actual claim
         settlements may differ materially from these estimated reserve amounts.

         Income Taxes
                  The Company files income tax returns in every jurisdiction in
         which it has reason to believe it is subject to tax. Historically, the
         Company has been subject to examination by various taxing
         jurisdictions. To date, none of these examinations have resulted in any
         material additional tax. Nonetheless, any tax jurisdiction may contend
         that a filing position claimed by the Company regarding one or more of
         its transactions is contrary to that jurisdiction's laws or
         regulations.

         Results of Operations

         Income and Expense as a Percentage of Revenue

<TABLE>
<CAPTION>
                                                      For the Three Months Ended             For the Nine Months Ended
                                                            September 30,                           September 30,
                                                 -----------------------------------     -----------------------------------
                                                       2003                2002                2003                2002
                                                 ---------------     ---------------     ---------------     ---------------

<S>                                              <C>                 <C>                 <C>                 <C>
         Revenue                                           100.0%              100.0%              100.0%              100.0%

         Gross profit                                       20.3%               19.7%               19.1%               20.5%

         Selling, general and
            administrative expenses                         17.2%               15.8%               16.5%               16.7%

         Depreciation and amortization                       0.4%                0.8%                0.5%                0.8%

         Other income, net                                  (0.7%)              (0.1%)              (1.2%)               0.0%

         Interest expense                                    1.5%                1.7%                1.5%                1.8%

         Income before provision for income
           taxes                                             1.8%                1.6%                1.7%                1.2%

         Net income                                          1.1%                1.0%                1.0%                0.7%
</TABLE>



                                       13
<PAGE>
        Three Months Ended September 30, 2003 Compared to the Three Months Ended
        September 30, 2002

        Revenue for the three months ended September 30, 2003 increased by
        $1,925,000, or 4.9%, to $40,846,000 from $38,921,000 for the three
        months ended September 30, 2002. An increase in volume from new and
        existing customers contributed to such revenue increase, partially
        offset by certain price reductions granted to extend customer contracts.

        Cost of revenue increased by $1,309,000, or 4.2%, to $32,549,000 for the
        three months ended September 30, 2003 from $31,240,000 for the three
        months ended September 30, 2002. Cost of revenue for the three months
        ended September 30, 2003 represents 79.7% of revenues as compared to
        80.3% for the same period in 2002. The increase in cost of revenue is
        due primarily to the increase in revenue; however, the decrease in cost
        of revenue as a percentage of revenue is due primarily to $180,000 in
        reduced fuel costs and a $538,000 reduction in insurance expense. The
        reduction in insurance expense is primarily due to a reduction in
        reserves for incurred but not reported ("IBNR") losses as a result of
        the Company adopting a fully-insured auto program. These reductions were
        partially offset by approximately $327,000 in increased direct labor
        costs as compared to the same period in 2002.

        Selling, general and administrative expenses ("SG&A") increased by
        $906,000, or 14.8%, to $7,042,000 for the three months ended September
        30, 2003 from $6,136,000 for the same period in 2002. Stated as a
        percentage of revenue, SG&A increased to 17.2% for the three months
        ended September 30, 2003 as compared to 15.8% for the same period in
        2002. The increase in SG&A is due to a variety of factors including a
        $311,000 increase in provision for doubtful accounts, an increase of
        $131,000 in premises rent and $125,000 in additional legal expenses.

        Depreciation and amortization decreased by $137,000, or 44.5%, to
        $171,000 for the three months ended September 30, 2003 from $308,000 for
        the same period in 2002. Such reduction was primarily caused by the full
        depreciation of certain vehicles held under a capital lease that ended
        during 2002 and reduced capital expenditures in 2001, 2002 and 2003.

        Other income, net increased to $285,000 for the three months ended
        September 30, 2003 from $49,000 for the same period in 2002. This
        increase was primarily due to a $220,000 World Trade Center Recovery
        Grant received by one of our New York City facilities.

        As a result of the factors discussed above, income before provision for
        income taxes increased by $100,000 for the three months ended September
        30, 2003 as compared to the same period in 2002.

        Provision for income taxes increased by $39,000 for the three months
        ended September 30, 2003 as compared to the same period in 2002. This
        was due to the increase in income before provision for income taxes
        discussed above. The effective tax rate for both periods was 40%.

        Net income increased by $61,000 to net income of $442,000 for the three
        months ended September 30, 2003 as compared to net income of $381,000
        for the same period in 2002. This was due to the factors discussed
        above.

        Nine Months Ended September 30, 2003 Compared to the Nine Months Ended
        September 30, 2002

        Revenue for the nine months ended September 30, 2003 increased by
        $5,685,000, or 4.9%, to $122,040,000 from $116,355,000 for the nine
        months ended September 30, 2002. An increase in volume from new and
        existing customers contributed to such revenue increase, partially
        offset by certain price reductions granted to extend customer contracts.

        Cost of revenue increased by $6,227,000, or 6.7%, to $98,741,000 for the
        nine months ended September 30, 2003 from $92,514,000 for the nine
        months ended September 30, 2002. Cost of revenue for the nine months
        ended September 30, 2003 represents 80.9% of revenues as compared to
        79.5% for the same period in 2002. The increase in cost of revenue is
        due primarily to the increase in revenue; however, the increase in cost
        of revenue as a percentage of revenue is due primarily to certain price
        reductions referred to above, an increase in direct labor costs as
        compared to the same period in 2002 and increased cargo claims of
        $797,000 as a result of the increased deductibles. These increases were
        partially offset by reduced fuel costs of $574,000 and an $831,000
        reduction in insurance expense. The reduction in insurance expense is
        primarily due to a reduction in reserves for IBNR losses as a result of
        the Company adopting a fully-insured auto program.

                                       14
<PAGE>

         Selling, general and administrative expenses ("SG&A") increased by
         $692,000, or 3.6%, to $20,177,000 for the nine months ended September
         30, 2003 from $19,485,000 for the same period in 2002. Stated as a
         percentage of revenue, SG&A decreased to 16.5% for the nine months
         ended September 30, 2003 as compared to 16.7% for the same period in
         2002. The decrease in SG&A is due primarily to a reduction in
         compensation expense of $1,167,000 which includes reduced staffing,
         lower incentive compensation and the reversal of previously recorded
         severance benefits. This reduction in SG&A is partially offset by a
         $388,000 increase in facility rent costs and an increase of $379,000 in
         provision for doubtful accounts.

         Depreciation and amortization decreased by $339,000, or 37.0%, to
         $577,000 for the nine months ended September 30, 2003 from $916,000 for
         the same period in 2002. Such reduction was primarily caused by the
         full depreciation of certain vehicles held under a capital lease that
         ended during 2002 and reduced capital expenditures in 2001, 2002 and
         2003.

         Other income, net increased to $1,451,000 for the nine months ended
         September 30, 2003 for the reasons discussed below.

         On March 30, 2001, pursuant to an Asset Purchase Agreement dated as of
         March 7, 2001, Sureway Worldwide, LLC ("Sureway Worldwide"), a
         wholly-owned subsidiary of Global Delivery Systems, LLC ("Global"),
         purchased certain assets from a subsidiary of CD&L. As part of the
         payment price for such assets, Sureway Worldwide issued to CD&L a
         promissory note in the original principal amount of $2,500,000
         guaranteed by Global (the "Note Receivable"). Such note and the
         guaranty were subordinated to Sureway Worldwide's and Global's
         obligations to its secured lender. No payments had been made to CD&L on
         the Note Receivable since issuance. CD&L wrote-off the entire amount of
         the Note Receivable on December 31, 2001 based on management's
         determination that the note would not be collected.

         On February 16, 1999, the Company and its subsidiary, Sureway Air
         Traffic Corporation, Inc. ("Sureway"), entered into and consummated an
         asset and stock purchase agreement with Victory Messenger Service,
         Inc., Richard Gold ("Gold"), Darobin Freight Forwarding Co., Inc.
         ("Darobin"), and The Trust Created Under Paragraph Third of the Last
         Will and Testament of Charles Gold (the "Trust"), (collectively "Gold
         Wings"), whereby Sureway purchased all of the outstanding shares of the
         capital stock of Darobin and certain of the assets and liabilities of
         the other sellers. In conjunction therewith, the Company became
         obligated for seller-financed acquisition debt of $1,650,000. As of
         February 28, 2003, the note had a remaining principal balance of
         $1,034,000 (the "CDL/Gold Note").

         On February 28, 2003, the Company completed a series of related
         transactions with GMV Express, Inc. ("GMV"), Gold (a principal of GMV)
         and his affiliates, and Global and its subsidiary, Sureway Worldwide.
         The net effect of the transactions with Global, Sureway Worldwide, GMV
         and Gold is that the Company assigned the Note Receivable to GMV in
         exchange for a release on the CDL/Gold Note payable, so that the
         Company is now relieved of its $1,034,000 liability for the CDL/Gold
         Note and the Company has no further rights to the Note Receivable. In
         addition, the Company received payments from Sureway Worldwide and
         Global of approximately $117,000 ($72,000 in settlement of disputed
         claims and $45,000 for other amounts due) and provided Gold with a
         release covering claims of breach of certain non-competition
         agreements. As a result of this transaction, the Company recorded a
         gain of $1,034,000 during the nine month period ended September 30,
         2003, included within other income, net.

         Additional sources of other income for the nine months ended September
         30, 2003 related to a $220,000 World Trade Center Recovery Grant
         received by one of our New York City facilities, $112,000 of interest
         income from our Midwest Note and $90,000 of gain on disposal of
         equipment.


                                       15
<PAGE>

         As a result of the factors discussed above, income before provision for
         income taxes increased by $737,000 for the nine months ended June 30,
         2003 as compared to the same period in 2002.

         Provision for income taxes increased by $294,000 for the nine months
         ended September 30, 2003 as compared to the same period in 2002. This
         was due to the increase in income before provision for income taxes
         discussed above. The effective tax rate for both periods was 40%.

         Net income improved by $443,000 to net income of $1,270,000 for the
         nine months ended September 30, 2003 as compared to net income of
         $827,000 for the same period in 2002. This was due to the factors
         discussed above.

         Liquidity and Capital Resources

         The Company's working capital decreased by $298,000 from $2,869,000 as
         of December 31, 2002 to $2,571,000 as of September 30, 2003. The
         decrease is primarily a result of cash used in operating activities.
         Cash and cash equivalents decreased by $386,000 to $1,066,000 as of
         September 30, 2003. Cash of $3,551,000 was used by operations while
         $114,000 was used by net investing activities and $3,279,000 was
         provided by net financing activities. Cash used by operations and cash
         provided by net financing activities was primarily the result of the
         $3,236,000 in insurance financing arrangements discussed in Note 3.
         Capital expenditures amounted to $208,000 and $470,000 for the nine
         months ended September 30, 2003 and 2002, respectively.

         As of June 27, 2002 CD&L and Summit Business Capital Corporation, doing
         business as Fleet Capital - Business Finance Division, entered into an
         agreement establishing a revolving credit facility (the "Fleet
         Facility") of $15,000,000. The Fleet Facility replaced a revolving
         credit facility with First Union Commercial Corporation established in
         July 1997. The Fleet Facility expires on June 27, 2005 and provides
         CD&L with standby letters of credit, prime rate based loans at the
         bank's prime rate, as defined, plus 25 basis points (4.25% at September
         30, 2003) and LIBOR based loans at the bank's LIBOR, as defined, plus
         225 basis points 3.37% at September 30, 2003). Credit availability is
         based on eligible amounts of accounts receivable, as defined, up to a
         maximum amount of $15,000,000 and is secured by substantially all of
         the assets, including certain cash balances, accounts receivable,
         equipment, leasehold improvements and general intangibles of the
         Company and its subsidiaries. During the nine months ended September
         30, 2003, the maximum borrowings outstanding under the Fleet Facility
         were approximately $3,518,000 and the outstanding borrowings as of
         September 30, 2003 were approximately $2,829,000. As of September 30,
         2003, the Company had borrowing availability of $1,978,000 under the
         Fleet Facility, after adjusting for restrictions related to outstanding
         standby letters of credit of $7,000,000 and minimum availability
         requirements.

         Under the terms of the Fleet Facility, the Company is required to
         maintain certain financial ratios and comply with other financial
         conditions. The Fleet Facility also prohibits the Company from
         incurring certain additional indebtedness, limits certain investments,
         advances or loans and restricts substantial asset sales, capital
         expenditures and cash dividends. Pursuant to a modification agreement
         with its lender, the Company was in compliance with its debt covenants
         as of September 30, 2003.

         On January 29, 1999, the Company completed a $15,000,000 private
         placement of senior subordinated notes and warrants (the "Senior
         Notes") with three financial institutions. The Senior Notes originally
         bore interest at 12.0% per annum and are subordinate to all senior debt
         including the Company's Fleet Facility. Under the terms of the Senior
         Notes, as amended, the Company is required to maintain certain
         financial ratios and comply with other financial conditions contained
         in the Senior Notes agreement. Pursuant to a modification agreement
         with its lender, the Company was in compliance with the Senior Notes
         covenants as of September 30, 2003.


                                       16
<PAGE>

         The Senior Notes mature on January 29, 2006 and may be prepaid by the
         Company under certain circumstances. The warrants expire January 19,
         2009 and are exercisable at any time prior to expiration at a price of
         $.001 per equivalent share of common stock for an aggregate of 506,250
         shares of the Company's stock, subject to additional adjustments. The
         Company has recorded the fair value of the warrants of $1,265,000 as a
         credit to additional paid-in-capital and a debt discount on the Senior
         Notes. The Company used the proceeds to finance acquisitions and to
         reduce outstanding short-term borrowings. As of August 17, 2000,
         November 21, 2000, March 30, 2001, May 30, 2001, August 20, 2001,
         November 19, 2001, April 12, 2002, June 28, 2002, April 23, 2003 and
         November 13, 2003; the Company and the note holders modified the Senior
         Subordinated Loan Agreement (the "Senior Note Agreement") entered into
         on January 29, 1999. The Senior Note Agreement, as amended, provides
         for scheduled repayments of $250,000 at the end of each calendar
         quarter beginning in the first quarter of 2003 and ending in the fourth
         quarter of 2005. Such payments increase to $312,500 if the Company
         meets certain availability benchmarks under the Fleet Facility, as
         defined. The interest rate on the $3,000,000 of the notes scheduled to
         be repaid through 2005 would be reduced to 10% on a prospective basis
         if the Company makes a voluntary principal repayment of $750,000 at any
         time prior to maturity.

         Self-Insurance -
         The Company's risk of incurring uninsured losses has increased in 2003
         as a result of increased deductibles retained by the Company in order
         to reduce premiums in conjunction with the renewal of certain insurance
         policies in 2003. This risk may be mitigated to some extent as the
         Company entered into fully insured auto liability insurance programs
         during the third quarter of 2003. There can be no assurances that the
         Company's risk management policies and procedures will minimize future
         uninsured losses or that a material increase in frequency or severity
         of uninsured losses will not occur and adversely impact the Company's
         future consolidated financial results.

         The Company has an accumulated deficit of ($7,559,000) as of September
         30, 2003. There can be no assurances that the Company's lenders will
         agree to waive any future covenant violations, if any, continue to
         renegotiate and modify the terms of their loans, or further extend the
         maturity date, should it become necessary to do so. Further, there can
         be no assurances that the Company will be able to meet its revenue,
         cost or income projections, upon which the debt covenants are based.

         Management believes that cash flows from operations and its borrowing
         capacity, after the debt modifications referred to above, are
         sufficient to support the Company's operations and general business and
         capital requirements for at least the next twelve months. Such
         conclusions are predicated upon sufficient cash flow from operations
         and the continued availability of a revolving credit facility. The
         risks associated with cash flow from operations are mitigated by the
         Company's low gross profit margin. Unless extraordinary, decreases in
         revenue should be accompanied by corresponding decreases in costs,
         resulting in minimal impact to liquidity. The risks associated with the
         revolving credit facility are as discussed above.

         Inflation

         While inflation has not had a material impact on the Company's results
         of operations for the periods presented herein, recent fluctuations in
         fuel prices can and do affect the Company's operating costs.



                                       17
<PAGE>

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

         The Company is exposed to the effect of changing interest rates. At
         September 30, 2003, the Company's debt consisted of approximately
         $14,418,000 (excluding unamortized discount of $422,000) of fixed rate
         debt with a weighted average interest rate of 11.9% and $5,857,000 of
         variable rate debt with a weighted average interest rate of 5.7%. The
         variable rate debt consists of six seller-financed notes with an
         interest rate of prime plus 200 basis points with a minimum rate of
         7.0% and maximum rate of 9.0% and $2,829,000 of borrowings of revolving
         line of credit debt. If interest rates on variable rate debt were to
         increase by 57 basis points (one-tenth of the rate at September 30,
         2003), the net impact to the Company's results of operations and cash
         flows for the nine month period ended September 30, 2003 would be a
         decrease of approximately $25,000. Maximum borrowings of revolving line
         of credit debt during the nine months ended September 30, 2003 were
         $3,518,000.

Item 4 - Controls and Procedures

         (a)      Disclosure controls and procedures. As of the end of the
                  Company's most recently completed fiscal quarter (the
                  Company's fourth fiscal quarter in the case of an annual
                  report) covered by this report, the Company carried out an
                  evaluation, with the participation of the Company's
                  management, including the Company's Chief Executive Officer
                  and Chief Financial Officer, of the effectiveness of the
                  Company's disclosure controls and procedures pursuant to
                  Securities Exchange Act Rule 13a-15. Based upon that
                  evaluation, the Company's Chief Executive Officer and Chief
                  Financial Officer concluded that the Company's disclosure
                  controls and procedures are effective in ensuring that
                  information required to be disclosed by the Company in the
                  reports that it files or submits under the Securities Exchange
                  Act is recorded, processed, summarized and reported, within
                  the time periods specified in the SEC's rules and forms.

         (b)      Changes in internal controls over financial reporting. There
                  have been no changes in the Company's internal control over
                  financial reporting that occurred during the Company's last
                  fiscal quarter to which this report relates that have
                  materially affected, or are reasonably likely to materially
                  affect, the Company's internal control over financial
                  reporting.




                                       18
<PAGE>


                           Part II - OTHER INFORMATION


Item 6 - Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  31.1     Certification of Albert W. Van Ness, Jr. Pursuant to
                           Exchange Act Rules 13a-15e and 15d-15e, as Adopted
                           Pursuant to Section 302 of the Sarbanes-Oxley Act of
                           2002.

                  31.2     Certification of Russell J. Reardon Pursuant to
                           Exchange Act Rules 13a-15e and 15d-15e, as Adopted
                           Pursuant to Section 302 of the Sarbanes-Oxley Act of
                           2002.

                  32.1     Certification of Albert W. Van Ness, Jr. Pursuant to
                           18 U.S.C. Section 1350, as Adopted Pursuant to
                           Section 906 of the Sarbanes-Oxley Act of 2002.

                  32.2     Certification of Russell J. Reardon Pursuant to 18
                           U.S.C. Section 1350, as Adopted Pursuant to Section
                           906 of the Sarbanes-Oxley Act of 2002.

         (b)      Reports on Form 8-K

                  The following current reports on Form 8-K were filed during
                  the third quarter of 2003.

                  o        Report on Form 8-K filed on August 19, 2003
                           concerning the August 19, 2003 press release
                           announcing second quarter earnings for the 2003
                           fiscal year.




                                       19
<PAGE>

                                    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.



Dated: November 14, 2003                             CD&L, INC.




                                             By:  \s\ Russell J. Reardon
                                                  -------------------------
                                                  Russell J. Reardon
                                                  Vice President and
                                                  Chief Financial Officer



                                       20