<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, 2004

                                       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                    (I.R.S. Employer
     incorporation or organization)                    Identification No.)

               80 WESLEY STREET
         SOUTH HACKENSACK, NEW JERSEY                         07606
   (Address of principal executive offices)                (Zip Code)

                                 (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[X] No[ ]

        The number of shares of common stock of the Registrant, par value $.001
per share, outstanding as of November 12, 2004 was 7,658,660.

<PAGE>

                                   CD&L, INC.
               FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2004

                                      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, 2004 (unaudited)
                   and December 31, 2003                                                           3
                  Condensed Consolidated Statements of Income for the Three and Nine
                   Months Ended September 30, 2004 and 2003 (unaudited)                            4
                  Condensed Consolidated Statements of Cash Flows for the Nine
                   Months Ended September 30, 2004 and 2003 (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 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,
                                                                         2004            2003
                                                                    -------------   -------------
                                                                     (Unaudited)       (Note 1)
<S>                                                                 <C>             <C>
                              ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                         $       1,217   $       1,697
  Accounts receivable, net                                                 20,610          18,786
  Prepaid expenses and other current assets                                 2,873           4,068
                                                                    -------------   -------------
    Total current assets                                                   24,700          24,551

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, net                                   1,278           1,446
GOODWILL                                                                   11,531          11,531
OTHER INTANGIBLE ASSETS AND DEFERRED FINANCING COSTS, net                   1,810             437
OTHER ASSETS                                                                1,148           2,387
                                                                    -------------   -------------
    Total assets                                                    $      40,467   $      40,352
                                                                    =============   =============

                LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Short-term borrowings                                             $       6,863   $       5,767
  Current maturities of long-term debt                                        479           2,585
  Accounts payable and accrued liabilities                                 12,878          14,392
                                                                    -------------   -------------
    Total current liabilities                                              20,220          22,744

LONG-TERM DEBT, net of current maturities                                   9,937          11,785
OTHER LONG-TERM LIABILITIES                                                   211             240
                                                                    -------------   -------------
    Total liabilities                                                      30,368          34,769
                                                                    -------------   -------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Preferred stock, $.001 par value; 2,000,000 shares authorized;
   393,701 shares issued and outstanding at September 30, 2004              4,000               -
  Common stock, $.001 par value; 30,000,000 shares authorized;
   7,688,027 shares issued                                                      8               8
  Additional paid-in capital                                               12,729          12,883
  Treasury stock, 29,367 shares at cost                                      (162)           (162)
  Accumulated deficit                                                      (6,476)         (7,146)
                                                                    -------------   -------------
    Total stockholders' equity                                             10,099           5,583
                                                                    -------------   -------------
    Total liabilities and stockholders' equity                      $      40,467   $      40,352
                                                                    =============   =============

     See accompanying notes to condensed consolidated financial statements.
</TABLE>

                                        3
<PAGE>

                           CD&L, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                       For the Three Months      For the Nine Months
                                                               Ended                    Ended
                                                            September 30,            September 30,
                                                     -----------------------   -----------------------
                                                        2004         2003         2004         2003
                                                     ----------   ----------   ----------   ----------
<S>                                                  <C>          <C>          <C>          <C>
Revenue                                              $   49,705   $   40,846   $  145,444   $  122,040

Cost of revenue                                          40,338       32,549      118,116       98,741
                                                     ----------   ----------   ----------   ----------
  Gross profit                                            9,367        8,297       27,328       23,299
                                                     ----------   ----------   ----------   ----------
Costs and Expenses:

Selling, general and administrative expenses              7,863        7,042       23,397       20,177
Depreciation and amortization                               272          171          767          577
Other (income) expense, net                                 (11)        (285)         601       (1,451)
Interest expense                                            423          633        1,447        1,880
                                                     ----------   ----------   ----------   ----------
Total Costs and Expenses                                  8,547        7,561       26,212       21,183
                                                     ----------   ----------   ----------   ----------
Income before provision for income taxes                    820          736        1,116        2,116

Provision for income taxes                                  328          294          446          846
                                                     ----------   ----------   ----------   ----------
  Net income                                         $      492   $      442   $      670   $    1,270
                                                     ==========   ==========   ==========   ==========
Net income per share:
  Basic                                              $      .06   $      .06   $      .09   $      .17
                                                     ==========   ==========   ==========   ==========
  Diluted                                            $      .03   $      .05   $      .05   $      .16
                                                     ==========   ==========   ==========   ==========
Basic weighted average common shares outstanding          7,659        7,659        7,659        7,659
                                                     ==========   ==========   ==========   ==========
Diluted weighted average common shares outstanding       18,336        8,175       13,048        8,169
                                                     ==========   ==========   ==========   ==========
</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,
                                                                     -------------------------
                                                                         2004          2003
                                                                     -----------   -----------
<S>                                                                  <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                           $       670   $     1,270
Adjustments to reconcile net income to net cash used in operating
 activities -
    Non-cash extinguishment of debt                                            -        (1,034)
    Gain on disposal of equipment and leasehold improvements                 (16)          (90)
    Depreciation, amortization and deferred financing amortization           905           878
    Deferred financing charge/OID write-off                                  628             -
    Changes in operating assets and liabilities:
      (Increase) decrease in -
        Accounts receivable, net                                          (1,824)       (2,365)
        Prepaid expenses and other current assets                          1,195        (2,894)
        Other assets                                                        (389)         (300)
      (Decrease) increase in -
        Accounts payable and accrued liabilities                          (1,514)          922
        Other long-term liabilities                                          (29)           62
                                                                     -----------   -----------
          Net cash used in operating activities                             (374)       (3,551)
                                                                     -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of equipment and leasehold improvements                  21            94
  Additions to equipment and leasehold improvements                         (383)         (208)
                                                                     -----------   -----------
          Net cash used in investing activities                             (362)         (114)
                                                                     -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from short-term borrowings                                      1,096         5,026
  Repayments of long-term debt                                            (1,330)       (1,747)
  Proceeds from long-term debt                                             1,000             -
  Deferred financing costs                                                  (510)            -
                                                                     -----------   -----------
          Net cash provided by financing activities                          256         3,279
                                                                     -----------   -----------
          Net decrease in cash and cash equivalents                         (480)         (386)

CASH AND CASH EQUIVALENTS, beginning of period                             1,697         1,452
                                                                     -----------   -----------
CASH AND CASH EQUIVALENTS, end of period                             $     1,217   $     1,066
                                                                     ===========   ===========
</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 accounting principles generally
        accepted in the United States of America 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 accounting principles generally accepted in
        the United States of America for complete financial statements. The
        condensed consolidated balance sheet at December 31, 2003 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, 2004 are not necessarily indicative of the results that
        may be expected for any other interim period or for the year ending
        December 31, 2004. 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,
        2003.

(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 and requires additional disclosures. 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 applies Accounting Principles Board Opinion No. 25,
        "Accounting for Stock Issued to Employees" and related interpretations
        in accounting for its stock option plans. The Company's stock options
        have all been issued with their exercise price at market value at the
        date of grant. Accordingly, no compensation expense has been recognized
        for its stock-based compensation plans. Pro forma information regarding
        net income and net income per share is required under the provisions of
        SFAS 123, 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, 2004 and 2003:

<TABLE>
<CAPTION>
                                      For the Three Months         For the Nine Months
                                             Ended                        Ended
                                         September 30,                September 30,
                                   --------------------------   -------------------------
                                       2004          2003           2004          2003
                                   -----------   ------------   -----------   -----------
         <S>                           <C>            <C>           <C>           <C>
         Risk-free interest rate          4.41%          4.00%         4.14%         4.20%
         Volatility factor                  82%           142%          101%           99%
         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 net income per share
        is as follows (in thousands, except per share data)-

<TABLE>
<CAPTION>
                                             For the Three Months          For the Nine Months
                                                    Ended                         Ended
                                                September 30,                September 30,
                                         ---------------------------   ---------------------------
                                             2004           2003           2004           2003
                                         ------------   ------------   ------------   ------------
         <S>                             <C>            <C>            <C>            <C>
         Net income, as reported         $        492   $        442   $        670   $      1,270
         Stock-based employee
          compensation expense
          determined under fair value
          based method for all awards,
          net of related tax effects             (109)            (1)          (443)            (2)
                                         ------------   ------------   ------------   ------------
         Pro forma net income            $        383   $        441   $        227   $      1,268
                                         ============   ============   ============   ============
         Net income per share:
           Basic, as reported            $        .06   $        .06   $        .09   $        .17
           Diluted, as reported          $        .03   $        .05   $        .05   $        .16
           Basic, pro forma              $        .05   $        .06   $        .03   $        .17
           Diluted, pro forma            $        .02   $        .05   $        .02   $        .16
</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 ("Summit"),
        entered into an agreement establishing a revolving credit facility (the
        "Fleet Facility") of $15.0 million. 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
        (5.0% at September 30, 2004) and LIBOR based loans at the bank's LIBOR,
        as defined, plus 225 basis points (3.94% at September 30, 2004). Credit
        availability is based on eligible amounts of accounts receivable, as
        defined, up to a maximum amount of $15.0 million and is collateralized
        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, 2004, the maximum borrowings outstanding under the
        Fleet Facility were $7.9 million and the outstanding borrowings as of
        September 30, 2004 were $5.8 million. As of September 30, 2004, the
        Company had total cash on hand and borrowing availability of $4.2
        million under the Fleet Facility, after adjusting for restrictions
        related to outstanding standby letters of credit of $6.5 million 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. The Company was in compliance with its debt covenants,
        as amended, as of September 30, 2004.

        Insurance Financing Agreements -

        In connection with the renewal of certain of the Company's insurance
        policies, CD&L entered into an agreement to finance annual insurance
        premiums. A total of $1.4 million was financed through this arrangement
        at an interest rate of 3.223%. The note matures in April 2005. The
        related annual insurance premiums were paid to the various insurance
        companies at the beginning of each policy year. There was $1.1 million
        outstanding debt related to the insurance financing arrangement as of
        September 30, 2004.

                                        7
<PAGE>

4)      LONG-TERM DEBT:

        On January 29, 1999, the Company completed a $15.0 million 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 was required to maintain certain
        financial ratios and comply with other financial conditions contained in
        the Senior Notes agreement.

        At March 31, 2004, the Company owed $11.0 million on the Senior Notes.
        On April 14, 2004, an agreement was reached among the Company, Paribas
        and Exeter (collectively "Paribas") and certain members of CD&L
        management and others ("Investors") as to the financial restructuring of
        the Senior Notes. Paribas agreed to convert a portion of its existing
        debt due from CD&L into equity and to modify the terms of its
        subordinated note if the Investors purchased a portion of the note and
        accepted similar modifications. The nature of the restructuring is as
        follows:

          (a)  Paribas exchanged notes in the aggregate principal amount of $4.0
               million for shares of the Series A Convertible Redeemable
               Preferred Stock of the Company, par value $.001 per share
               ("Preferred Stock") with a liquidation preference of $4.0
               million. The Preferred Stock is convertible into 3,937,008 shares
               of Common Stock, does not pay dividends (unless dividends are
               declared and paid on the Common Stock) and is redeemable by the
               Company for the liquidation value. The conversion price is $1.016
               per share which was equal to the market price of the Company's
               common stock on the date of the transaction. Holders of the
               Preferred Stock have the right to elect two directors.

          (b)  Paribas and the Company amended the terms of the $7.0 million
               balance of the Notes, and then exchanged the original notes for
               the amended and restated notes, which consist of two series of
               convertible notes, the Series A Convertible Subordinated Notes
               (the "Series A Convertible Notes") in the principal amount of
               $3.0 million and the Series B Convertible Subordinated Notes
               ("Series B Convertible Notes") in the principal amount of $4.0
               million (collectively, the "Convertible Notes"). The Loan
               Agreement was amended and restated to reflect the terms of the
               substituted Series A Convertible Notes and the Series B
               Convertible Notes, including the elimination of most financial
               covenants. Principal is due in a balloon payment at the maturity
               date of April 14, 2011. The Convertible Notes bear interest at a
               rate of 9% for the first two years of the term, 10.5% for the
               next two years and 12% for the final three years of the term and
               will be paid quarterly. The terms of the two series of
               Convertible Notes are identical except for the conversion price
               ($1.016 for the Series A Convertible Notes, the average closing
               price for the Company's shares for the 5 days prior to the
               closing and $2.032 for the Series B Convertible Notes).

          (c)  The Investors purchased the Series A Convertible Notes from
               Paribas for a price of $3.0 million.

          (d)  The Company issued an additional $1.0 million of Series A
               Convertible Notes to the Investors for an additional payment of
               $1.0 million, the proceeds of which were used to reduce
               short-term debt.

          (e)  The Investors, Paribas and the Company entered into a
               Registration Rights Agreement pursuant to which the shares of the
               Company's common stock issuable upon conversion of the Preferred
               Stock and the Convertible Notes will be registered for resale
               with the Securities and Exchange Commission ("SEC").

                                        8
<PAGE>

        The Company cannot be compelled to redeem the Preferred Stock for cash
        at any time. As the interest on the Investor Notes and the new Paribas
        Note increase over the term of the Notes, the Company will record the
        associated interest expense on a straight-line basis, which will give
        rise to accrued interest over the early term of the Notes.

        As a result of the debt restructuring described above, the Company has
        taken a charge of $0.6 million recorded in other expense in the second
        quarter of 2004, representing the unamortized balance of the original
        issue discount and deferred financing costs related to the original
        private placement.

        Costs incurred relative to the aforementioned transactions amounted to
        approximately $0.5 million. Of this amount, $0.3 million has been
        accounted for as deferred financing costs and is being amortized over
        the term of the new financing agreements. The remaining $0.2 million has
        been accounted for as a reduction in paid-in capital. These amounts have
        been allocated based on the proportion of debt to equity raised in the
        aforementioned transactions.

        Long-term debt consists of the following (in thousands) -

<TABLE>
<CAPTION>
                                                                     SEPTEMBER 30,    DECEMBER 31,
                                                                         2004             2003
                                                                     -------------   -------------
        <S>                                                          <C>             <C>
        Senior Subordinated Notes, net of unamortized discount of
         $0 and $377, respectively.                                  $           0   $      10,623
        Series A Convertible Subordinated Notes                              4,000               -
        Series B Convertible Subordinated Notes                              4,000               -
        Capital lease obligations due through October 2007 with
         interest at rates ranging from 8.0% to 11.5% and
         collateralized by the related property.                                 5              76
        Seller-financed debt on acquisitions, payable in monthly
         installments through May 2009.  Interest is payable at
         rates ranging between 7.0% and 9.0%.                                2,411           3,671
                                                                     -------------   -------------
                                                                            10,416          14,370

        Less - Current maturities                                             (479)         (2,585)
                                                                     -------------   -------------
                                                                     $       9,937   $      11,785
                                                                     =============   =============
</TABLE>

(5)     RIGHTS OFFERING:

        In September 2004, the Company commenced a rights offering to its common
        stockholders, whereby the common stockholders of the Company had the
        right to acquire up to $2.8 million of additional shares of common stock
        of the Company in the aggregate at a price equal to $1.016 per share,
        the conversion price of the Series A Convertible Notes. The rights
        offering expired on October 15, 2004 and resulted in the issuance of
        1,697,651 shares of common stock, with gross proceeds to the Company of
        approximately $1.7 million, excluding fees and costs incurred by the
        Company in the rights offering.

(6)     GOODWILL, OTHER INTANGIBLE ASSETS AND DEFERRED FINANCING COSTS:

        On January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and
        Other Intangible Assets" ("SFAS 142"). This Statement requires that
        goodwill no longer be amortized over its estimated useful life but
        tested for impairment on an annual basis. As required by SFAS 142,
        annual impairment tests were completed at the end of fiscal 2003 and
        2002 and the Company determined that there was no impairment.

                                        9
<PAGE>

        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 as well as comparing the Company's market
        capitalization to the book value of the Company. The discounted cash
        flow and terminal value computation is based on management's estimates
        of future operations. Changes in business conditions or interest rates
        could materially impact management's estimates of future operations and
        consequently the Company's evaluation of fair value, and this could
        result in an impairment of goodwill. Such impairment, if any, could have
        a significant impact on the Company's reported results from future
        operations and financial condition.

        The majority of the purchase price of the Indiana acquisition on March
        1, 2004 is related to the value of the customer list and is included as
        an intangible asset in the September 30, 2004 consolidated balance
        sheet. This asset is being amortized over 5 years. (See Note 9)

        The costs incurred to obtain financing, including all related fees, are
        included in intangible assets and deferred financing costs in the
        accompanying consolidated balance sheets and are amortized as interest
        expense over the life of the related financing, from 3 - 7 years. Such
        costs are amortized over the term of the related debt agreements using
        the straight-line method, which approximates that of the effective
        interest method.

        Deferred financing costs totaled $0.4 million as of September 30, 2004
        (net of accumulated amortization of $0.1 million). Amortization of
        deferred financing costs was $0.2 million for the nine months ended
        September 30, 2004 and $0.3 million for the same period in 2003.
        Amortization of deferred financing costs is recorded as interest
        expense.

(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 $0.9 million as of September 30, 2004 and December 31, 2003.

        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.

(8)     NET INCOME PER SHARE:

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

                                       10
<PAGE>

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

<TABLE>
<CAPTION>
                                                     THREE MONTHS         NINE MONTHS
                                                         ENDED               ENDED
                                                     SEPTEMBER 30,       SEPTEMBER 30,
                                                   -----------------   -----------------
                                                    2004      2003      2004      2003
                                                   -------   -------   -------   -------
         <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                835       516       796       510
             Convertible preferred stock             3,937         -     2,625         -
             Subordinated convertible debentures     5,905         -     1,968         -
                                                   -------   -------   -------   -------
         Diluted weighted average common shares
          outstanding                               18,336     8,175    13,048     8,169
                                                   =======   =======   =======   =======
</TABLE>

        The following potentially dilutive common shares were excluded from the
        computation of diluted net income 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,
                                                   ------------------    ------------------
                                                    2004       2003       2004       2003
                                                   -------    -------    -------    -------
         <S>                                         <C>        <C>        <C>        <C>
         Stock options and warrants                  1,790      1,877      1,771      1,899
         Seller financed convertible notes             205        431        215        431
         Subordinated convertible  debentures            -          -      1,968          -
</TABLE>

(9)     2004 ACQUISITION:

        On March 1, 2004, the Company consummated a transaction providing for
        the repurchase of certain Indiana-based assets and liabilities sold to
        First Choice in June 2001. The acquisition included the release of
        certain non-compete agreements. Consideration for the repurchase
        included cancellation of a certain note receivable owed by First Choice
        of approximately $1.6 million plus a three-year contingent earn-out
        based on future net revenue generated by the accounts repurchased. The
        majority of the purchase price of the Indiana acquisition on March 1,
        2004 is related to the value of the customer list. $1.4 million (net of
        $0.2 accumulated amortization) is included as an intangible asset in the
        September 30, 2004 consolidated balance sheet. This asset is being
        amortized over 5 years.

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 2003 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.

                                       11
<PAGE>

        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, 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. For a discussion of our critical accounting
        policies, see the Company's Annual Report on Form 10-K for 2003.

        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,
                                         ---------------------------   ---------------------------
                                             2004           2003           2004           2003
                                         ------------   ------------   ------------   ------------
         <S>                                    <C>            <C>            <C>            <C>
         Revenue                                100.0%         100.0%         100.0%         100.0%

         Gross profit                            18.8%          20.3%          18.8%          19.1%

         Selling, general and
          administrative expenses                15.8%          17.2%          16.1%          16.5%

         Depreciation and amortization            0.5%           0.4%           0.5%           0.5%

         Other (income) expense, net             (0.0)%         (0.7)%          0.4%          (1.2)%

         Interest expense                         0.9%           1.6%           1.0%           1.6%

         Income before provision for
          income taxes                            1.6%           1.8%           0.8%           1.7%

         Net income                               1.0%           1.1%           0.5%           1.0%
</TABLE>

        THREE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE THREE MONTHS ENDED
        SEPTEMBER 30, 2003

        Revenue for the three months ended September 30, 2004 increased by $8.9
        million, or 21.7%, to $49.7 million from $40.8 million for the three
        months ended September 30, 2003. The increase was due to new customers
        and a higher volume of business from existing customers. The revenue
        growth reflected the launch of the Company's nationwide business
        development program and its ability to expand into new markets with its
        existing customer base. The increase was partially offset by business
        interruptions in the current quarter related to hurricanes in the
        southeast and the presidential conventions in New York City and Boston.

                                       12
<PAGE>

        Cost of revenue increased by $7.8 million, or 23.9%, to $40.3 million
        for the three months ended September 30, 2004 from $32.5 million for the
        three months ended September 30, 2003. Cost of revenue for the three
        months ended September 30, 2004 represented 81.2% of revenue as compared
        to 79.7% for the same period in 2003. The increase in cost of revenue as
        a percent of revenue was due primarily to an increase in driver labor
        costs. The increase was also impacted by operating inefficiencies and
        business interruptions related to the hurricanes in the southeast and
        the presidential conventions.

        Selling, general and administrative expenses ("SG&A") increased by $0.9
        million, or 11.7%, to $7.9 million for the three months ended September
        30, 2004 from $7.0 million for the same period in 2003, primarily due to
        a higher compensation expense as a result of new hires and higher
        incentive compensation. Stated as a percentage of revenue, SG&A declined
        to 15.8% for the three months ended September 30, 2004 from 17.2% for
        the same period in 2003, as revenue growth exceeded the growth in SG&A
        expenses.

        Depreciation and amortization increased by $0.1 million, or 59.1%, to
        $0.3 million for the three months ended September 30, 2004 from $0.2
        million for the same period last year. This increase was due to the
        amortization of the First Choice customer list (see Note 9).

        Other income, net, decreased by $0.3 million to $0.0 million for the
        three months ended September 30, 2004 from $0.3 million for the same
        period in 2003. The other income in 2003 related to a World Trade Center
        Recovery Grant received by one of the Company's New York City
        facilities.

        Interest expense decreased by $0.2 million to $0.4 million for the three
        months ended September 30, 2004 as compared to $0.6 million for the same
        period last year. The reduction in interest was due to the debt
        restructuring. (See Note 4 and "Liquidity and Capital Resources - 2004
        Restructuring of Senior Notes Debt" below)

        As a result of the factors discussed above, income before provision for
        income taxes increased by $0.1 million to $0.8 million for the three
        months ended September 30, 2004, as compared to $0.7 for the same period
        in 2003.

        Provision for income taxes was flat at $0.3 million for the three months
        ended September 30, 2004 and 2003. The effective rate for both periods
        was 40.0%.

        Net income increased by $0.1 million to net income of $0.5 million for
        the three months ended September 30, 2004 as compared to net income of
        $0.4 million for the same period in 2003. This was due to the factors
        discussed above.

        NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE NINE MONTHS ENDED
        SEPTEMBER 30, 2003

        Revenue for the nine months ended September 30, 2004 increased by $23.4
        million, or 19.2%, to $145.4 million from $122.0 million for the nine
        months ended September 30, 2003. The increase was due to new customers
        as well as a higher volume of business from existing customers. The
        revenue growth reflected the launch of the Company's nationwide business
        development program and its ability to expand into new markets with its
        existing customer base, partially offset by the business interruptions
        in the current quarter.

        Cost of revenue increased by $19.4 million, or 19.6%, to $118.1 million
        for the nine months ended September 30, 2004 from $98.7 million for the
        nine months ended September 30, 2003. Cost of revenue for the nine
        months ended September 30, 2004 represented 81.2% of revenues as
        compared to 80.9% for the same period in 2003. The increase in cost of
        revenue as a percent of revenue was due primarily to an increase in
        driver labor costs.

        SG&A increased by $3.2 million, or 16.0%, to $23.4 million for the nine
        months ended September 30, 2004 from $20.2 million for the same period
        in 2003. The increase in SG&A was primarily due to a $1.8 million
        increase in compensation expense as a result of new hires and higher
        incentive

                                       13
<PAGE>

        compensation. All other increases including rent, travel and
        entertainment, general insurance and computer related costs totaled $1.4
        million, partially offset by a $0.4 million reduction in medical claims.
        As a percentage of revenue, SG&A decreased by 0.4% to 16.1% for the nine
        months ended September 30, 2004 as compared to 16.5% for the same period
        in 2003.

        Depreciation and amortization increased by $0.2 million to $0.8 million
        or 0.5% of revenue for the nine months ended September 30, 2004 from
        $0.6 million for the same period in 2003. This increase was due to the
        amortization of the First Choice customer list (see Note 9).

        Other expense, net, increased by $2.1 million to $0.6 million for the
        nine months ended September 30, 2004 from other income, net, of $1.5
        million for the same period in 2003. The 2004 year to date expense of
        $0.6 million was due to the write-off of deferred financing costs and
        original issue discount related to the original Senior Debt which was
        restructured on April 14, 2004. The Company recorded a gain included in
        other income, net, of $1.3 million during the first quarter of 2003 as a
        result of the exchange of the Sureway note receivable. Refer to the 2003
        Form 10-K for further discussion. Additional other income in 2003
        related to a World Trade Center Recovery Grant received by one of the
        Company's New York City facilities.

        Interest expense decreased by $0.5 million to $1.4 million for the nine
        months ended September 30, 2004 from $1.9 million for the same period in
        2003. This was due to the Paribas Senior Debt restructuring. (See Note 4
        and "Liquidity and Capital Resources - 2004 Restructuring of Senior
        Notes Debt" below)

        As a result of the factors discussed above, income before provision for
        income taxes decreased by $1.0 million to $1.1 million for the nine
        months ended September 30, 2004 from $2.1 million for the same period
        last year.

        Provision for income taxes decreased by $0.4 million to $0.4 million for
        the nine months ended September 30, 2004 as compared to $0.8 million for
        the same period in 2003. This was due to the drop in income before
        provision for income taxes discussed above. The effective tax rate for
        both periods was 40%.

        Net income declined by $0.6 million to $0.7 million for the nine months
        ended September 30, 2004 as compared to $1.3 million for the same period
        in 2003. This was due to the factors discussed above.

        LIQUIDITY AND CAPITAL RESOURCES

        2004 RESTRUCTURING OF SENIOR NOTES DEBT

        At March 31, 2004, the Company was indebted to Paribas in the sum of
        $11.0 million pursuant to a subordinated note bearing interest at 12%
        per annum (see Senior Notes in Note 4). On April 14, 2004, an agreement
        was reached between Paribas and the Investors as to the financial
        restructuring of the Senior Notes. Paribas agreed to convert a portion
        of its existing debt due from CD&L into equity and to modify the terms
        of its subordinated note if the Investors purchased a portion of the
        note and accepted similar modifications.

                                       14
<PAGE>

        The following table summarizes the Company's long-term obligations as of
        September 30, 2004:

<TABLE>
<CAPTION>
                                    LONG-TERM OBLIGATIONS DUE BY PERIOD (IN THOUSANDS)
                             -----------------------------------------------------------------
                                                                            2008-
                               2004       2005       2006       2007     THEREAFTER     TOTAL
                             --------   --------   --------   --------   ----------   --------
<S>                          <C>        <C>        <C>        <C>        <C>          <C>
Long-term debt               $    115   $    486   $    521   $    528   $    8,761   $ 10,411

Capital leases               $      2   $      2   $      1   $      -   $        -   $      5

Operating leases -
(Primarily for facilities)   $  3,615   $  3,031   $  2,280   $  1,228   $      660   $ 10,814
</TABLE>

        The Company's working capital increased by $2.7 million from $1.8
        million as of December 31, 2003 to $4.5 million as of September 30,
        2004. Cash and cash equivalents decreased by $0.5 million to $1.2
        million as of September 30, 2004. Cash of $0.4 million was used in
        operations, while $0.4 million was used in net investing activities and
        $0.3 million was provided by net financing activities. Capital
        expenditures amounted to $0.4 million and $0.2 million for the nine
        months ended September 30, 2004 and 2003, respectively.

        As of June 27, 2002, CD&L and Summit entered into an agreement
        establishing the Fleet Facility. 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 (5.0%
        at September 30, 2004) and LIBOR based loans at the bank's LIBOR, as
        defined, plus 225 basis points (3.94% at September 30, 2004). Credit
        availability is based on eligible amounts of accounts receivable, as
        defined, up to a maximum amount of $15.0 million and is collateralized
        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, 2004, the maximum borrowings outstanding under the
        Fleet Facility were approximately $7.9 million and the outstanding
        borrowings as of September 30, 2004 were approximately $5.8 million. As
        of September 30, 2004, the Company had total cash on hand and borrowing
        availability of $4.2 million under the Fleet Facility, after adjusting
        for restrictions related to outstanding standby letters of credit of
        $6.5 million 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. The Company was in compliance with its debt covenants as
        of September 30, 2004.

        The Company's risk of incurring uninsured losses has increased in 2004
        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 2004. 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 ($6.5) million as of September
        30, 2004. 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

                                       15
<PAGE>

        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 through at least September 30, 2005. 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.

        The Company's liquidity also improved in the fourth quarter as a
        result of a rights offering. One of the terms of the restructuring
        agreement with respect to the Paribas Senior Notes was that the Company
        would commence a rights offering to its common stockholders to acquire
        additional shares of common stock at a price equal to the conversion
        price of the Series A Convertible Notes. In September 2004, the Company
        commenced such a rights offering, offering to sell to its common
        stockholders up to 2,784,578 common shares at $1.016 per share. The
        rights offering expired in October 2004 and resulted in the issuance of
        1,697,651 shares of common stock with gross proceeds to the Company of
        approximately $1.7 million.

        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.

                                       16
<PAGE>

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        The Company is exposed to the effect of changing interest rates. At
        September 30, 2004, the Company's debt consisted of approximately $9.1
        million of fixed rate debt with a weighted average interest rate of
        8.32% and $8.2 million of variable rate debt with a weighted average
        interest rate of 5.16%. The variable rate debt consists of
        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
        borrowings of revolving line of credit debt at the bank's prime rate
        plus 25 basis points (5.0% at September 30, 2004). If interest rates on
        variable rate debt were to increase by 52 basis points (one-tenth of the
        rate at September 30, 2004), the net impact to the Company's results of
        operations and cash flows for the nine month period ended September 30,
        2004 would be a decrease of income before provision for income taxes and
        cash flows from operating activities of approximately $32,000. Maximum
        borrowings of revolving line of credit debt during the nine months ended
        September 30, 2004 were $7.9 million.

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.

                                       17
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 6 - Exhibits and Reports on Form 8-K

        (a)     Exhibits

                31.1    Section 302 Certification of Albert W. Van Ness, Jr.

                31.2    Section 302 Certification of Russell J. Reardon

                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 since the
                filing of the Company's Form 10-Q for the quarterly period
                ending June 30, 2004.

                   .    Report on Form 8-K filed on August 19, 2004 concerning
                        the August 17, 2004 press release announcing second
                        quarter earnings for the 2004 fiscal year.
                   .    Report on Form 8-K filed on September 21, 2004
                        concerning the September 15, 2004 press release
                        announcing the extension of the terms of the Rights
                        Offering
                   .    Report on Form 8-K filed on November 5, 2004 concerning
                        the Company's change in their public accounting firm
                        from Deloitte & Touche LLP to JH Cohn LLP which took
                        effect November 5, 2004.

                                       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 15, 2004                                    CD&L, INC.

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

                                       19
<PAGE>

                                                                    EXHIBIT 31.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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

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

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

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

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

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

Dated: November 15, 2004

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

     A signed original of this written statement required by Section 302 has
     been provided to the Company and will be retained by the Company and
     furnished to the Securities and Exchange Commission or its staff upon
     request.

<PAGE>

                                                                    EXHIBIT 31.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Russell J. Reardon, certify that:

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

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

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

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

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

Dated: November 15, 2004

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

     A signed original of this written statement required by Section 302 has
     been provided to the Company and will be retained by the Company and
     furnished to the Securities and Exchange Commission or its staff upon
     request.

<PAGE>

                                                                    EXHIBIT 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

          In connection with the Quarterly Report of CD&L, Inc. (the "Company")
on Form 10-Q for the quarter ended September 30, 2004 filed with the Securities
and Exchange Commission (the "Report"), I, Albert W. Van Ness, Jr., Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of Section 13(a) of
          the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
          material respects, the consolidated financial condition of the Company
          as of the dates presented and the consolidated results of operations
          of the Company for the periods presented.

Dated: November 15, 2004

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

     The foregoing certification is being furnished solely pursuant to Section
     906 of the Sarbanes-Oxley Act of 2002 (subsection (a) and (b) of Section
     1350, Chapter 63 of Title 18, United States Code) and is not being filed as
     part of Form 10-Q or as a separate disclosure statement.

     A signed original of this written statement required by Section 302 has
     been provided to the Company and will be retained by the Company and
     furnished to the Securities and Exchange Commission or its staff upon
     request.

<PAGE>

                                                                    EXHIBIT 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

          In connection with the Quarterly Report of CD&L, Inc. (the "Company")
on Form 10-Q for the quarter ended September 30, 2004 filed with the Securities
and Exchange Commission (the "Report"), I, Russell J. Reardon, Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of Section 13(a) of
          the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
          material respects, the consolidated financial condition of the Company
          as of the dates presented and the consolidated results of operations
          of the Company for the periods presented.

Dated: November 15, 2004

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

     The foregoing certification is being furnished solely pursuant to Section
     906 of the Sarbanes-Oxley Act of 2002 (subsection (a) and (b) of Section
     1350, Chapter 63 of Title 18, united States Code) and is not being filed as
     part of Form 10-Q or as a separate disclosure statement.

     A signed original of this written statement required by Section 302 has
     been provided to the Company and will be retained by the Company and
     furnished to the Securities and Exchange Commission or its staff upon
     request.