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                                                                    EXHIBIT 31.2

                            CERTIFICATION PURSUANT TO
                     EXCHANGE ACT RULES 13A-15E AND 15D-15E,
                             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: May 16, 2005                                    \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.