<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, 2002 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 ___

The number of shares of common stock of the Registrant, par value $.001 per
share, outstanding as of November 8, 2002 was 7,658,660.


                                       1

<PAGE>


                                   CD&L, INC.
               FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2002

                                      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, 2002 (unaudited)
                           and December 31, 2001                                                            3
                  Condensed Consolidated Statements of Operations for the Three and Nine
                           Months Ended September 30, 2002 and 2001 (unaudited)                             4
                  Condensed Consolidated Statements of Cash Flows for the Nine
                           Months Ended September 30, 2002 and 2001 (unaudited)                             5
                  Notes to Condensed Consolidated Financial Statements                                      6

         Item 2 - Management's Discussion and Analysis of Financial Condition and Results
                           of Operations                                                                   11

         Item 3 - Quantitative and Qualitative Disclosures About Market Risk                               17

         Item 4 - Controls and Procedures                                                                  17

Part II - Other Information

         Item 4 - Submission of Matters to a Vote of Security Holders                                      18

         Item 6 - Exhibits and Reports on Form 8-K                                                         18

Signature                                                                                                  19

Certifications                                                                                             20
</TABLE>


                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                    September 30,       December 31, 2001
                                                                        2002
                                                                  ------------------    ------------------
                                                                     (Unaudited)            (Note 1)
<S>                                                               <C>                   <C>
                             ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                                $1,749               $1,165
  Accounts receivable, net                                                 14,626               15,077
  Prepaid expenses and other current assets                                 1,995                2,183
                                                                  ------------------    ------------------
    Total current assets                                                   18,370               18,425

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, net                                   1,462                1,961
GOODWILL, net                                                              11,531               11,531
INTANGIBLE ASSETS, net                                                        718                  721
NOTE RECEIVABLE FROM STOCKHOLDER, net                                         300                  300
OTHER ASSETS                                                                2,487                2,543
                                                                  ------------------    ------------------
    Total assets                                                          $34,868              $35,481
                                                                  ==================    ==================

              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Short-term borrowings                                                      $589                   $-
  Current maturities of long-term debt                                      3,061                2,362
  Accounts payable, accrued liabilities and bank overdrafts
                                                                           11,849               11,140
                                                                  ------------------    ------------------
    Total current liabilities                                              15,499               13,502

LONG-TERM DEBT                                                             14,655               18,233
OTHER LONG-TERM LIABILITIES                                                   272                  131
                                                                  ------------------    ------------------
    Total liabilities                                                      30,426               31,866
                                                                  ------------------    ------------------

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, 2002
   and December 31, 2001                                                        8                    8
 Additional paid-in capital                                                12,883               12,883
 Treasury stock, 29,367 shares at cost                                       (162)                (162)
 Accumulated deficit                                                       (8,287)              (9,114)
                                                                  ------------------    ------------------
    Total stockholders' equity                                              4,442                3,615
                                                                  ------------------    ------------------
    Total liabilities and stockholders' equity                            $34,868              $35,481
                                                                  ==================    ==================
</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 Ended              For the Nine Months
                                                           September 30,                           Ended
                                                                                               September 30,
                                                  --------------------------------    --------------------------------
                                                       2002              2001             2002              2001
                                                  ---------------    -------------    -------------    ---------------
<S>                                               <C>                <C>              <C>              <C>
     Revenue                                         $38,921            $40,566         $116,355         $120,400

     Cost of revenue                                  31,240             32,279           92,514           94,968
                                                  ---------------    -------------    -------------    ---------------

       Gross profit                                    7,681              8,287           23,841           25,432
                                                  ---------------    -------------    -------------    ---------------

     Costs and Expenses:
     Selling, general and
        administrative expenses                        6,136              6,860           19,485           20,834

     Depreciation and amortization                       348                565            1,036            1,953

     Other (income) expense, net                         (49)               (36)               -            2,204

     Interest expense                                    610                709            1,941            2,179
                                                  ---------------    -------------    -------------    ---------------

     Total Costs and Expenses                          7,045              8,098           22,462           27,170
                                                  ---------------    -------------    -------------    ---------------

     Income (loss) before provision for income
       taxes                                             636                189            1,379           (1,738)

     Provision for income taxes                          255                 75              552              218
                                                  ---------------    -------------    -------------    ---------------
     Net income (loss)                                  $381               $114             $827          $(1,956)
                                                  ===============    =============    =============    ===============

     Net income (loss) per share:
       Basic                                            $.05               $.01             $.11            $(.26)
                                                  ===============    =============    =============    ===============
       Diluted                                          $.05               $.01             $.10            $(.26)
                                                  ===============    =============    =============    ===============

     Basic weighted average common
        shares outstanding                             7,659              7,659            7,659            7,659
                                                  ===============    =============    =============    ===============
     Diluted weighted average common
        shares outstanding                             8,166              8,164            8,167            7,659
                                                  ===============    =============    =============    ===============
</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,
                                                                                     2002               2001
                                                                              ---------------      ---------------
<S>                                                                           <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                                    $827             $(1,956)
Adjustments to reconcile net income (loss) to net cash provided by
   operating activities -
    Gain on disposal of equipment and leasehold improvements                          (53)                (37)
    Loss on sale of subsidiary                                                          -               2,283
    Depreciation and amortization                                                   1,036               1,953
    Changes in operating assets and liabilities:
      (Increase) decrease in -
        Accounts receivable, net                                                      451                (112)
        Prepaid expenses and other current assets                                     188               1,070
        Other assets                                                                   67                 (65)
      Increase (decrease) in -
        Accounts payable, accrued liabilities and bank overdrafts                     709                (932)
        Other long-term liabilities                                                   141                  (3)
                                                                              ---------------      ---------------
          Net cash provided by operating activities                                 3,366               2,201
                                                                              ---------------      ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of equipment and leasehold improvements                          136                 205
  Proceeds from sale of businesses, net                                                 -              12,306
  Additions to equipment and leasehold improvements                                  (470)               (185)
                                                                              ---------------      ---------------
          Net cash (used in) provided by investing activities                        (334)             12,326
                                                                              ---------------      ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Short-term borrowings (repayments), net                                             589             (10,868)
  Repayments of long-term debt                                                     (2,887)             (2,359)
  Deferred financing costs                                                           (150)                  -
                                                                              ---------------      ---------------
          Net cash used in financing activities                                    (2,448)            (13,227)
                                                                              ---------------      ---------------

  CASH USED IN DISCONTINUED OPERATIONS                                                  -              (1,425)
                                                                              ---------------      ---------------

          Net increase (decrease) in cash and cash equivalents                        584                (125)

CASH AND CASH EQUIVALENTS, beginning of period                                      1,165                 319
                                                                              ---------------      ---------------
CASH AND CASH EQUIVALENTS, end of period                                           $1,749                $194
                                                                              ===============      ===============
</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, 2001 has been
         derived from the audited financial statements at that date. 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, 2002 are not necessarily indicative of the results that
         may be expected for any other interim period or for the year ending
         December 31, 2002. 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,
         2001.

(2)      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 and LIBOR based
         loans at the bank's LIBOR, as defined, plus 225 basis points. 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 and leasehold improvements and general
         intangibles of the Company and its subsidiaries. During the nine months
         ended September 30, 2002, the maximum borrowings outstanding under the
         Fleet Facility (prior to June 27, 2002, the First Union revolving
         credit facility) were approximately $1,826,000 and the outstanding
         borrowings as of September 30, 2002 were approximately $589,000. As of
         September 30, 2002, the Company had borrowing availability of
         $1,970,000 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. At September 30, 2002 the
         Company was in compliance with all loan covenants of the Fleet
         Facility.

 (3)     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% 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 for which
         the Company was in compliance as of September 30, 2002. 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.



                                       6
<PAGE>

         Effective as of June 28, 2002, CD&L 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
         CD&L 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 would be reduced to 10% on a prospective basis if CD&L makes
         a voluntary principal repayment of $750,000 at any time prior to
         maturity.

         A subordinated note with a remaining principal balance of $1,049,000
         issued to The Trustee created under Paragraph Third of the Last Will
         and Testament of Charles Gold ("Goldwings") in connection with the
         Company's purchase of the assets and stock of that business in 1999 had
         a payment due on September 15, 2002 that has not yet been made. The
         Company is currently in negotiations regarding payments due under this
         note, but no agreement has been reached. As a result, the Company has
         classified all amounts due under this note as of September 30, 2002 to
         current maturities of long-term debt in the accompanying financial
         statements.

 (4)     GOODWILL AND INTANGIBLE ASSETS:

         On June 30, 2001, Statement of Financial Accounting Standards No. 142,
         "Goodwill and Other Intangible Assets" ("SFAS 142") was issued. SFAS
         142 eliminates goodwill amortization over its estimated useful life.
         However, goodwill will be subject to at least an annual assessment for
         impairment by applying a fair-value based test. Additionally, acquired
         intangible assets should 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 will need to be amortized over their
         useful lives. The statement requires that by June 30, 2002, a company
         must establish its fair value benchmarks in order to test for
         impairment. 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 Statement of
         Financial Accounting Standards No. 131, "Disclosures about Segments of
         an Enterprise and Related Information" ("SFAS 131"). The Company
         completed the first step of the goodwill impairment test by comparing
         the fair value of its single reporting unit to its carrying amount,
         including goodwill. 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 an impairment of goodwill.
         However, changes in business conditions could result in an impairment
         in the future. Examples of such changes 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.


                                       7
<PAGE>


         Intangible assets consist of the following:

<TABLE>
<CAPTION>
                                                                                 As of September 30, 2002
                                                                       ---------------------------------------------
                                                                                                    Accumulated
                (000s)                                                        Cost                  Amortization
                                                                       --------------------      -------------------
                <S>                                                    <C>                       <C>
                Non-compete agreements                                         $250                      $250
                Deferred financing costs                                      1,338                       621
                Other                                                            58                        57
                                                                       --------------------      -------------------

                                                                             $1,646                      $928
                                                                       ====================      ===================
</TABLE>

         Amortization expense for the three and nine months ended September 30,
         2002 was approximately $57,000 and $153,000, respectively.

         Estimated amortization expense for the years ended December 31,

         (000s)
         2003                                                    $224
         2004                                                     224
         2005                                                     199
         2006                                                      14

         As a result of adopting SFAS 142 on January 1, 2002, the Company
         discontinued the amortization of goodwill. A reconciliation of
         previously reported net income and earnings per share to the amounts
         adjusted for the exclusion of goodwill amortization, net of the related
         income tax effect is as follows:

<TABLE>
<CAPTION>
                                                                             Three Months Ended September 30,
                                                                       ---------------------------------------------
                (000s, except per share amounts)                              2002                      2001
                                                                       --------------------      -------------------
<S>                                                                    <C>                       <C>
                Reported net income                                            $381                      $114
                Goodwill amortization, net of tax                                 -                       116
                                                                       --------------------      -------------------
                Adjusted net income                                            $381                      $230
                                                                       ====================      ===================

                Adjusted net income per share - basic                          $.05                      $.03
                                                                       ====================      ===================
                Adjusted net income per share - diluted                        $.05                      $.03
                                                                       ====================      ===================

<CAPTION>
                                                                             Nine Months Ended September 30,
                                                                       ---------------------------------------------
                (000s, except per share amounts)                              2002                      2001
                                                                       --------------------      -------------------
<S>                                                                    <C>                       <C>
                Reported net income                                            $827                   $(1,956)
                Goodwill amortization, net of tax                                 -                       357
                                                                       --------------------      -------------------
                Adjusted net income                                            $827                   $(1,599)
                                                                       ====================      ===================

                Adjusted net income per share - basic                          $.11                     $(.21)
                                                                       ====================      ===================
                Adjusted net income per share - diluted                        $.10                     $(.21)
                                                                       ====================      ===================
</TABLE>


(5)      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 in such amount as may be due for any defense costs or
         award arising out of this suit. Mr. Brana delivered 357,301 shares of
         CD&L common stock to the Company, which is being held as partial
         collateral. 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 $325,000 plus interest at a rate of 12.0% per annum was paid in
         monthly installments ending July 1, 2002. All such amounts were paid
         when due.


                                       8
<PAGE>

         As a result of the foregoing settlement, at September 30, 2002 and
         December 31, 2001 the Company had a receivable due from Mr. Brana
         totaling $2,800,000. As of December 31, 2000, considering the market
         value of the collateral and Mr. Brana's failure to update and provide
         satisfactory evidence to support his ability to pay the promissory
         note, the Company recorded a $2,500,000 reserve against the receivable.
         Mr. Brana has disputed his obligation to satisfy the amounts when they
         are due.

(6)      LITIGATION:

         The Company is, from time to time, a party to litigation arising in the
         normal course of its business, most of which involves claims for
         personal injury and property damage incurred in connection with its
         same-day delivery operations. In connection therewith, the Company has
         recorded reserves of $325,000 and $575,000 as of September 30, 2002 and
         December 31, 2001, respectively. Management believes that none of these
         actions will have a material adverse effect on the consolidated
         financial position or results of operations of the Company.

(7)      INCOME (LOSS) PER SHARE:

         Basic income (loss) per share includes no dilution and is computed by
         dividing income (loss) available to common stockholders by the weighted
         average number of common shares outstanding for the period. Diluted
         income (loss) per share reflects the potential dilution if certain
         securities are converted and also includes certain shares that are
         contingently issuable. Because of the Company's net loss for the nine
         months ended September 30, 2001, equivalent shares represented by 3,942
         Stock Options and 505,449 Warrants would be anti-dilutive and therefore
         are not included in the loss per share calculations for the nine months
         ended September 30, 2001.

         A reconciliation of weighted average common shares outstanding to
         weighted average common shares outstanding assuming dilution follows:

<TABLE>
<CAPTION>
                                                      Three Months Ended                   Nine Months Ended
                                                             September 30,                      September 30,
                                                 --------------------------------     -------------------------------
         (000s)                                       2002              2001              2002             2001
                                                 ---------------    -------------     -------------    --------------
<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                                  2                  -                 3                -
             Warrants                                     505                505               505                -
                                                 ---------------    -------------     -------------    --------------
         Diluted weighted average
           common shares
           outstanding                                  8,166              8,164             8,167            7,659
                                                 ===============    =============     =============    ==============

</TABLE>


                                       9
<PAGE>


         The following common stock equivalents 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:

<TABLE>
<CAPTION>

                                                        Three Months Ended                   Nine Months Ended
                                                           September 30,                       September 30,
                                                 ---------------------------------    -------------------------------
         (000s)                                       2002              2001              2002             2001
                                                 ---------------    --------------    -------------    --------------
<S>                                              <C>                <C>               <C>              <C>
         Stock options                                  1,931             1,877              1,913            1,822
         Subordinated
                 convertible debentures                     -                 7                  -               12
         Seller financed
                convertible notes                         475               553                475              553
</TABLE>


(8)      NEW ACCOUNTING PRONOUNCEMENTS:

         Effective January 1, 2002, the Company adopted Statement of Financial
         Accounting Standards No. 144, "Accounting for the Impairment or
         Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 144 replaces
         Statement of Financial Accounting Standards No. 121, "Accounting for
         the Impairment of Long-Lived Assets and for Long-Lived Assets to be
         Disposed of" ("SFAS 121") and establishes accounting and reporting
         standards for long-lived assets to be disposed of by sale. SFAS 144
         requires that those assets be measured at the lower of carrying amount
         or fair value less cost to sell. SFAS 144 also broadens the reporting
         of discontinued operations to include all components of an entity with
         operations that can be distinguished from the rest of the entity that
         will be eliminated from the ongoing operations of the entity in a
         disposal transaction. The adoption of this new principle did not have a
         material impact on the Company's financial condition or results of
         operations.

         In April 2002, Statement of Financial Accounting Standards No. 145,
         "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB
         Statement No. 13, and Technical Corrections" ("SFAS 145") was issued.
         SFAS 145 eliminates extraordinary accounting treatment for reporting
         gain or loss on debt extinguishments, and amends other existing
         authoritative pronouncements to make various technical corrections,
         clarifies meanings, or describes their applicability under changed
         conditions. The Company has adopted the provisions of SFAS 145
         beginning with the quarter ended June 30, 2002.

         In June 2002, Statement of Financial Accounting Standards No. 146,
         "Accounting for Costs Associated with Exit or Disposal Activities"
         ("SFAS 146") was issued. SFAS 146 requires recording costs associated
         with exit or disposal activities at their fair values when a liability
         has been incurred. Under previous guidance, certain exit costs were
         accrued upon management's commitment to an exit plan. Adoption of SFAS
         146 is required with the beginning of fiscal year 2003. The Company has
         not yet completed the evaluation of the impact of adopting SFAS 146.



                                       10
<PAGE>


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

         Overview

         The following discussion of the Company's results of operations and of
         its liquidity and capital resources should be read in conjunction with
         the condensed consolidated financial statements of the Company and the
         related notes thereto which appear elsewhere in this report.
         Percentages and dollar amounts have been rounded to aid presentation.

         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 business development,
         cost reduction programs, revenue growth and fuel, insurance and labor
         cost controls, as well as its liquidity and capital needs and its
         future prospects. These forward-looking statements involve certain
         risks and uncertainties that may cause the actual events or results to
         differ materially from those indicated by such forward-looking
         statements. Potential risks and uncertainties include, without
         limitation, the risk that the Company will be unable to price its
         services so as to increase its profit margins, or that the Company's
         cost reduction programs will fail to prevent further erosion of its
         profit margins, or that the Company will be unable to continue growing
         revenue internally, or that the Company will be unable to reduce its
         fuel, insurance and labor costs, or that the Company will be unable to
         achieve the other cost savings or additional profits for forward
         quarters contemplated by the Company's business management strategy, or
         that the Company will be unable to continue to meet its financial
         covenants under existing credit lines or otherwise have adequate cash
         flow from operations or credit facilities to support its operations and
         revenue growth, or that the slowing economy will reduce demand for the
         Company's services or other risks specified in the Company's 2001
         Report on Form 10-K and other SEC filings.




                                       11
<PAGE>

         Critical Accounting Policies

         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. 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 on-going basis, the Company
         evaluates its estimates, including those related to accounts and notes
         receivable, intangible assets, 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 affect
         its 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 to make payments when due or within a reasonable period
         of time thereafter. If the financial condition of the Company's
         customers 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 operations and financial condition. 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 maintains certain insurance risk through insurance
         policies with a $350,000 deductible for workmens' compensation and
         automobile liability ($250,000 prior to July 1, 2002) and a $150,000
         deductible for employee health medical costs ($125,000 prior to March
         1, 2002). 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, with
         consideration of 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 has 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.


                                       12
<PAGE>

         Results of Operations

         Income and Expense as a Percentage of Revenue

<TABLE>
<CAPTION>
                                                       For the Three Months                  For the Nine Months
                                                               Ended                               Ended
                                                           September 30,                       September 30,
                                                  --------------------------------     -----------------------------
                                                       2002              2001             2002             2001
                                                  ---------------    -------------     ------------    -------------
<S>                                               <C>                <C>               <C>             <C>
         Revenue                                       100.0%            100.0%            100.0%           100.0%

         Gross profit                                   19.7%             20.4%             20.5%            21.1%

         Selling, general and
            administrative expenses                     15.7%             16.9%             16.7%            17.3%

         Depreciation and amortization                   0.9%              1.4%              0.9%             1.6%

         Other (income) expense, net                    (0.1)%            (0.1)%             0.0%             1.8%

         Interest expense                                1.6%              1.7%              1.7%             1.8%

         Income (loss) before provision for
           income taxes                                  1.6%              0.5%              1.2%            (1.4)%

         Net income (loss)                               1.0%              0.3%              0.7%            (1.6)%
</TABLE>


         Nine Months Ended September 30, 2002 Compared to the Nine Months Ended
         September 30, 2001

         Revenue for the nine months ended September 30, 2002 decreased by $4.0
         million, or 3.4%, to $116.4 million from $120.4 million for the nine
         months ended September 30, 2001. The decrease included approximately
         $4.6 million in revenue lost due to the sale of the Company's Mid-West
         Region operations on June 14, 2001. After adjusting for the sale,
         revenue increased by approximately $0.6 million due to the start-up of
         several new distribution contracts.

         Cost of revenue decreased by $2.5 million, or 2.6%, to $92.5 million
         for the nine months ended September 30, 2002 from $95.0 million for the
         nine months ended September 30, 2001. Cost of revenue for the nine
         months ended September 30, 2002 represents 79.5% of revenues as
         compared to 78.9% for the same period in 2001. The decrease in cost of
         revenue included approximately $3.6 million in cost of revenue
         eliminated due to the sale of the Company's Mid-West Region operations
         on June 14, 2001. After adjusting for the sale, cost of revenue
         increased by approximately $1.1 million due primarily to an increase in
         labor costs as compared to the same period in 2001. The increased labor
         costs, as a percentage of revenue, were partially attributable to the
         economic decline that occurred in the northeastern United States as a
         result of the September 11, 2001 events.

         Selling, general and administrative expenses ("SG&A") decreased by $1.3
         million, or 6.5%, to $19.5 million for the nine months ended September
         30, 2002 from $20.8 million for the same period in 2001. Stated as a
         percentage of revenue, SG&A decreased to 16.7% for the nine months
         ended September 30, 2002 as compared to 17.3% for the same period in
         2001. SG&A in 2001 included approximately $0.6 million in SG&A
         eliminated due to the sale of the Company's Mid-West Region operations
         on June 14, 2001. After adjusting for the sale, SG&A decreased by
         approximately $0.7 million due primarily to decreased provisions for
         doubtful accounts and reductions in professional and consulting fees,
         partially offset by increased insurance costs.


                                       13
<PAGE>


         Depreciation and amortization decreased by $1.0 million, or 47.0%, to
         $1.0 million for the nine months ended September 30, 2002 from $2.0
         million for the same period in 2001. On June 30, 2001, Statement of
         Financial Accounting Standards No. 142, "Goodwill and Other Intangible
         Assets" ("SFAS 142") was issued. SFAS 142 eliminates goodwill
         amortization over its estimated useful life. However, goodwill will be
         subject to at least an annual assessment for impairment by applying a
         fair-value based test. Additionally, acquired intangible assets should
         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 will need to be amortized over their
         useful lives. The statement requires that by June 30, 2002, a company
         must establish its fair value benchmarks in order to test for
         impairment. 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 Statement of
         Financial Accounting Standards No. 131, "Disclosures about Segments of
         an Enterprise and Related Information" ("SFAS 131"). The Company
         completed the first step of the goodwill impairment test by comparing
         the fair value of its single reporting unit to its carrying amount,
         including goodwill. 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 an impairment of goodwill.
         However, changes in business conditions could result in an impairment
         in the future. Examples of such changes 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. Adoption of
         SFAS 142 increased pretax earnings by approximately $523,000 for the
         nine months ended September 30, 2002 due to the cessation of goodwill
         amortization.

         Other expense, net decreased by $2.2 million, primarily as a result of
         the loss recorded on the sale of the Company's Mid-West Region business
         in 2001. On June 14, 2001, the Company consummated a transaction
         providing for the sale of all the outstanding stock in National
         Express, Inc. As a result of the transaction, the Company recorded a
         $2.3 million loss on the sale. During the same period in 2002, the
         Company recorded approximately $0.1 million of costs associated with
         early extinguishment of its borrowing facility with First Union
         Commercial Corporation. This was offset by gains recorded on the
         disposition of certain equipment.

         As a result of the factors discussed above, income (loss) before
         provision for income taxes increased by $3.1 million for the nine
         months ended September 30, 2002 as compared to the same period in 2001.

         Net income (loss) improved by $2.8 million to net income of $0.8
         million for the nine months ended September 30, 2002 as compared to a
         loss of ($2.0) million for the same period in 2001. This was primarily
         due to the factors discussed above.

         Three Months Ended September 30, 2002 Compared to the Three Months
         Ended September 30, 2001

         Revenue for the three months ended September 30, 2002 decreased by $1.7
         million, or 4.1%, to $38.9 million from $40.6 million for the three
         months ended September 30, 2001. The decrease is due primarily to the
         rate reductions provided to customers to extend existing contracts.



                                       14
<PAGE>


         Cost of revenue decreased by $1.1 million, or 3.2%, to $31.2 million
         for the three months ended September 30, 2002 from $32.3 million for
         the three months ended September 30, 2001. Cost of revenue for the
         three months ended September 30, 2002 represents 80.3% of revenues as
         compared to 79.6% for the same period in 2001. The decrease in cost of
         revenue is due primarily to the decrease in revenue, however the
         increase in cost of revenue as a percentage of revenue is due primarily
         to an increase in labor costs as compared to the same period in 2001.
         The increased labor costs, as a percentage of revenue, were partially
         attributable to the continuing economic pressures in the northeastern
         United States as a result of the September 11, 2001 events.

         SG&A decreased by $0.8 million, or 10.6%, to $6.1 million for the three
         months ended September 30, 2002 from $6.9 million for the same period
         in 2001. Stated as a percentage of revenue, SG&A decreased to 15.7% for
         the three months ended September 30, 2002 as compared to 16.9% for the
         same period in 2001. The decrease in SG&A is due primarily to decreased
         bonuses earned and decreased provisions for doubtful accounts,
         partially offset by increased insurance costs.

         Depreciation and amortization decreased by $0.3 million, or 38.4%, to
         $0.3 million for the three months ended September 30, 2002 from $0.6
         million for the same period in 2001. On June 30, 2001, Statement of
         Financial Accounting Standards No. 142, "Goodwill and Other Intangible
         Assets" ("SFAS 142") was issued. SFAS 142 eliminates goodwill
         amortization over its estimated useful life. However, goodwill will be
         subject to at least an annual assessment for impairment by applying a
         fair-value based test. Additionally, acquired intangible assets should
         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 will need to be amortized over their
         useful lives. The statement requires that by June 30, 2002, a company
         must establish its fair value benchmarks in order to test for
         impairment. 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 Statement of
         Financial Accounting Standards No. 131, "Disclosures about Segments of
         an Enterprise and Related Information" ("SFAS 131"). The Company
         completed the first step of the goodwill impairment test by comparing
         the fair value of its single reporting unit to its carrying amount,
         including goodwill. 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 an impairment of goodwill.
         However, changes in business conditions could result in an impairment
         in the future. Examples of such changes 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. Adoption of
         SFAS 142 increased pretax earnings by approximately $170,000 for the
         three months ended September 30, 2002 due to the cessation of goodwill
         amortization.

         As a result of the factors discussed above, income (loss) before
         provision for income taxes increased by $0.4 million for the three
         months ended September 30, 2002 as compared to the same period in 2001.



                                       15
<PAGE>


         Net income (loss) improved by $0.3 million to net income of $0.4
         million for the three months ended September 30, 2002 as compared to
         net income of $0.1 million for the same period in 2001. This was
         primarily due to the factors discussed above.

         Liquidity and Capital Resources

         The Company's working capital decreased by $2,052,000 from $4,923,000
         as of December 31, 2001 to $2,871,000 as of September 30, 2002. The
         decrease is a result of increased current maturities of long-term debt
         due to the classification in current maturities of long-term debt of a
         subordinated note of approximately $1,049,000. Cash and cash
         equivalents increased by $584,000 to $1,749,000 as of September 30,
         2002. Cash of $3,366,000 was provided from operations, while $334,000
         was used by net investing activities and $2,448,000 was used by net
         financing activities to pay down debt. Capital expenditures amounted to
         $470,000 and $185,000 for the nine months ended September 30, 2002 and
         2001, 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 and LIBOR based
         loans at the bank's LIBOR, as defined, plus 225 basis points. 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 and leasehold improvements and general
         intangibles of the Company and its subsidiaries. During the nine months
         ended September 30, 2002, the maximum borrowings outstanding under the
         Fleet Facility (prior to June 27, 2002, the First Union revolving
         credit facility) were approximately $1,826,000 and the outstanding
         borrowings as of September 30, 2002 were approximately $589,000. As of
         September 30, 2002, the Company had borrowing availability of
         $1,970,000 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. At September 30, 2002 the
         Company was in compliance with all loan covenants of the Fleet
         Facility.

         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% 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 for which
         the Company was in compliance as of September 30, 2002. 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.

         Effective as of June 28, 2002, CD&L 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
         CD&L 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 would be reduced to 10% on a prospective basis if CD&L makes
         a voluntary principal repayment of $750,000 at any time prior to
         maturity.



                                       16
<PAGE>


         A subordinated note with a remaining principal balance of $1,049,000
         issued to The Trustee created under Paragraph Third of the Last Will
         and Testament of Charles Gold ("Goldwings") in connection with the
         Company's purchase of the assets and stock of that business in 1999 had
         a payment due on September 15, 2002 that has not yet been made. The
         Company is currently in negotiations regarding payments due under this
         note, but no agreement has been reached. As a result, the Company has
         classified all amounts due under this note as of September 30, 2002 to
         current maturities of long-term debt in the accompanying financial
         statements.

         During the nine months ended September 30, 2002, the maximum borrowings
         outstanding under the Fleet Facility (prior to June 27, 2002, the First
         Union revolving credit facility) were approximately $1,826,000 and the
         outstanding borrowings as of September 30, 2002 were approximately
         $589,000. The Company also had $12,000,000 in principal outstanding
         under its Senior Notes ($11,398,000 net of unamortized discount). The
         Company also had $382,000 of capital lease obligations and various
         equipment notes and $5,936,000 of seller financed debt. As of September
         30, 2002, the Company had borrowing ability of $1,970,000 under the
         revolving credit facility, after adjusting for restrictions related to
         outstanding Standby Letters of Credit of $7,000,000 and minimum
         availability requirements.

         Management believes that cash flows from operations and its borrowing
         capacity (see Notes 2 and 3 of the accompanying financial statements)
         are sufficient to support the Company's operations and general business
         and capital liquidity requirements for the foreseeable future.

         Inflation

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

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

         CD&L is exposed to the effect of changing interest rates. At September
         30, 2002, the Company's debt consisted of approximately $17,716,000 of
         fixed rate debt with a weighted average interest rate of 11.5% and
         $589,000 of variable rate debt with a weighted average interest rate of
         5.0%. The amount of variable rate debt fluctuates during the year based
         upon CD&L's cash requirements. If interest rates on variable rate debt
         were to increase by 50 basis points (one-tenth of the rate at September
         30, 2002), the Company's results of operations and cash flows for the
         nine month period ended September 30, 2002 would not be significantly
         impacted as there were minimal amounts of variable rate debt
         outstanding during the period.

Item 4 - Controls and Procedures

         During the quarter ended September 30, 2002, an evaluation was
         performed under the supervision and with the participation of the
         Company's management, including the Chairman and Chief Executive
         Officer and the Chief Financial Officer, of the effectiveness of the
         design and operation of the Company's disclosure controls and
         procedures. Based on that evaluation, the Company's management,
         including the Chairman and Chief Executive Officer and the Chief
         Financial Officer, concluded that the Company's disclosure controls and
         procedures (as defined in Rule 13a-14 promulgated under the Securities
         Exchanges Act of 1934) are effective. There have been no significant
         changes in the Company's internal controls or in other factors that
         could significantly affect internal controls subsequent to the date of
         completion of their evaluation.



                                       17
<PAGE>


                           Part II - OTHER INFORMATION


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

         On October 30, 2002, the Company held its annual meeting of
stockholders. The following sets forth a brief description of each matter which
was acted upon, as well as the votes cast for, against or withheld for each such
matter, and, where applicable, the number of abstentions and broker non-votes
for each matter:

         1.   Election of Directors.

               Name of Director                   Votes For           Withheld
               ----------------                   ---------           --------

               Class I
               Albert W. Van Ness, Jr.            5,682,958            795,197
               Thomas E. Durkin III               5,903,468            574,687
               John A. Simourian                  5,903,468            574,687


         2.   Approval of the Amendment to the Year 2000 Stock Incentive Plan.

                Votes For:                               2,097,651
                Votes Against:                           1,538,014
                Abstentions:                                60,900
                Broker Non-Votes:                        2,781,590


         3.   Approval of the CD&L, Inc. 2002 Stock Option Plan For
              Independent Directors.

                Votes For:                               2,102,801
                Votes Against:                           1,539,364
                Abstentions:                                54,400
                Broker Non-Votes:                        2,781,590

Item 6 - Exhibits and Reports on Form 8-K

(a)      Exhibits

         99.1     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.

         99.2     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 2002.

     (i) Report on Form 8-K filed on August 9, 2002 concerning the Company's
         dismissal of Arthur Andersen LLP and engagement of Deloitte & Touche
         LLP as the Company's independent public accountants.



                                       18
<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 19, 2002                   CD&L, INC.




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



                                       19
<PAGE>

                                  CERTIFICATION

I, Albert W. Van Ness, Jr., certify that:

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

(2)      Based on my knowledge, this Quarterly 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 Quarterly Report;

(3)      Based on my knowledge, the financial statements, and other financial
         information included in this Quarterly 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 Quarterly Report;

(4)      The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

         (a)      designed such disclosure controls and procedures 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 Quarterly Report is being prepared;
         (b)      evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this Quarterly Report (the "Evaluation
                  Date"); and
         (c)      presented in this Quarterly Report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

(5)      The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, 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 in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in the internal controls; and
         (b)      any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

(6)      The registrant's other certifying officers and I have indicated in this
         Quarterly Report whether there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including corrective actions with regard to significant deficiencies
         and material weaknesses.


Dated: November 19, 2002


                                                  \s\ Albert W. Van Ness, Jr.
                                                  ---------------------------
                                                  Albert W. Van Ness, Jr.
                                                  Chief Executive Officer


                                       20
<PAGE>


                                  CERTIFICATION

I, Russell J. Reardon, certify that:

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

(2)      Based on my knowledge, this Quarterly 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 Quarterly Report;

(3)      Based on my knowledge, the financial statements, and other financial
         information included in this Quarterly 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 Quarterly Report;

(4)      The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

         (a)      designed such disclosure controls and procedures 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 Quarterly Report is being prepared;
         (b)      evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this Quarterly Report (the "Evaluation
                  Date"); and
         (c)      presented in this Quarterly Report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

(5)      The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, 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 in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in the internal controls; and
         (b)      any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

(6)      The registrant's other certifying officers and I have indicated in this
         Quarterly Report whether there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including corrective actions with regard to significant deficiencies
         and material weaknesses.

Dated: November 19, 2002


                                                    \s\ Russell J. Reardon
                                                    ----------------------
                                                    Russell J. Reardon
                                                    Chief Financial Officer


                                       21