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


(Mark One)

                  Quarterlyreport  pursuant  to  Section  13 or 15  (d)  of  the
                           Securities  Exchange  Act of 1934  For the  quarterly
                           period ended March 31, 1997 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


                     CONSOLIDATED DELIVERY & LOGISTICS, 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.)



Mack Centre IV, 61 South Paramus Road                               07652
Paramus, New Jersey                                              (Zip Code)
(Address of principal executive offices)

                           (201) 291-1900
(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 __ No___

The  number of shares of common  stock of the  Registrant,  par value  $.001 per
share, outstanding as of May 9, 1997 was 6,658,551.


<PAGE>


                     CONSOLIDATED DELIVERY & LOGISTICS, INC.
                 FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1997

                                      INDEX
<TABLE>
<S>                                                                                             <C>

                                                                                                Page

Part I - Financial Information (unaudited)

         Item 1 - Financial Statements

              Consolidated Delivery & Logistics, Inc. and Subsidiaries
                  Condensed Consolidated Balance Sheets as of December 31, 1996, and             3
                           March 31, 1997
                  Condensed Consolidated Statements of Income for the Three Months Ended         4
                           March 31, 1996 and 1997
                  Condensed Consolidated Statements of Cash Flows for the Three Months           5
                           Ended March 31, 1996 and 1997
                  Notes to Condensed Consolidated Financial Statements                           8

         Item 2 - Management's Discussion and Analysis of Financial Condition and Results        9
                           of Operations

Part II - Other Information

         Item 1 - Legal Proceedings                                                              12

         Item 6 - Exhibits and Reports on Form 8-K                                               12

         Signature                                                                               13
</TABLE>



<PAGE>


            CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                     (In thousands except share information)
<TABLE>
<S>                                                              <C>                   <C>

                                                                 December 31, 1996      March 31, 1997
                                                                 ------------------    -----------------
                                                                     (Note 1)            (Unaudited)

                            ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                               $1,725               $2,927
  Accounts receivable, net                                                22,858               21,093
  Prepaid expenses and other current assets                                2,476                3,159
                                                                 ------------------    -----------------
    Total current assets                                                  27,059               27,179

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, net                                  4,316                4,166
OTHER ASSETS                                                               4,315                4,599
                                                                 ==================    =================
    Total assets                                                         $35,690              $35,944
                                                                 ==================    =================

             LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Short-term borrowings                                                   $7,200               $8,250
  Current maturities of long-term debt                                     1,152                  978
  Accounts payable and accrued liabilities                                13,235               12,901
                                                                 ------------------    -----------------
    Total current liabilities                                             21,587               22,129

LONG-TERM DEBT                                                             3,415                3,310
OTHER LONG-TERM LIABILITIES                                                1,958                2,264
                                                                 ------------------
                                                                                       -----------------
    Total liabilities                                                     26,960               27,703
                                                                 ------------------    -----------------

STOCKHOLDERS' EQUITY
 Preferred stock, $.001 par value; 2,000,000 shares
   authorized; no shares issued and outstanding                                0                    0
 Common stock, $.001 par value; 30,000,000 shares
   authorized; 6,795,790 and 6,658,551 shares issued
   and outstanding at December 31, 1996, and
   March 31, 1997, respectively                                                7                    7
 Additional paid-in capital                                                9,601                9,001
 Retained earnings                                                          (878)                (767)
                                                                 ------------------    -----------------
    Total stockholders' equity                                             8,730                8,241
                                                                 ==================    =================
    Total liabilities and stockholders' equity                           $35,690              $35,944
                                                                 ==================    =================
</TABLE>








                      See accompanying notes to condensed consolidated financial
statements.


            CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                      (In thousands, except per share data)
                                   (Unaudited)
<TABLE>
<S>                                                                       <C>                 <C>

                                                                           For the Three Months Ended March
                                                                                         31,
                                                                          -----------------------------------
                                                                               1996                1997
                                                                          ---------------     ---------------


REVENUES                                                                     $40,165             $41,735

Cost of Revenues                                                              29,483              31,941
                                                                          ---------------     ---------------

          GROSS PROFIT                                                        10,682               9,794

Selling, General, & Administrative Expenses                                   10,210              10,275
                                                                          ---------------     ---------------

          OPERATING INCOME (LOSS)                                                472                (481)

OTHER (INCOME) EXPENSE:
  Gain on sale of subsidiary                                                       0                (816)
  Other income, net                                                              (94)                (95)
  Interest expense                                                               181                 244
                                                                          ---------------     ---------------

          INCOME BEFORE PROVISION FOR INCOME TAXES                               385                 186

Provision for Income Taxes                                                       162                  75
                                                                          ---------------     ---------------

          NET INCOME                                                            $223                $111
                                                                          ===============     ===============

NET INCOME PER SHARE                                                            $.03                $.02
                                                                          ===============     ===============

WEIGHTED AVERAGE SHARES OUTSTANDING                                            6,630               6,706
                                                                          ===============     ===============
</TABLE>















   See accompanying notes to condensed consolidated financial statements.


<PAGE>


            CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<S>                                                                          <C>                <C>

                                                                               For the Three Months Ended
                                                                                        March 31,
                                                                             --------------------------------
                                                                                 1996              1997
                                                                             --------------    --------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                          $223              $111
Adjustments to reconcile net income to net cash provided by (used in)
operating activities -
    Gain on disposal of equipment and leasehold improvements                           0                (6)
    Gain on sale of subsidiary                                                         0              (816)
    Depreciation and amortization                                                    319               426
    Changes in operating assets and liabilities
      (Increase) decrease in -
        Accounts receivable, net                                                  (1,117)            1,134
        Prepaid expenses and other current assets                                   (704)             (781)
        Other assets                                                                 275              (362)
      Increase (decrease) in -
        Accounts payable and accrued liabilities                                  (1,194)              664
        Other long-term liabilities                                                 (206)              306
                                                                             --------------    --------------
          Net cash provided by (used in) operating activities                     (2,404)              676
                                                                             --------------    --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of equipment and leasehold improvements                           0                22
  Additions to equipment and leasehold improvements                                 (536)             (314)
                                                                             --------------    --------------
          Net cash used in investing activities                                     (536)             (292)
                                                                             --------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Short-term borrowings, net                                                         (44)            1,050
  Proceeds from long-term debt                                                       440                 0
  Repayments of long-term debt                                                    (1,025)             (232)
                                                                             --------------    --------------
          Net cash provided by (used in) financing activities                       (629)              818
                                                                             --------------    --------------

          Net increase (decrease) in cash and cash equivalents                    (3,569)            1,202

CASH AND CASH EQUIVALENTS, beginning of period                                     6,589             1,725
                                                                             --------------    --------------

CASH AND CASH EQUIVALENTS, end of period                                          $3,020            $2,927
                                                                             ==============    ==============
</TABLE>












      See accompanying notes to condensed consolidated financial statements.


<PAGE>


            CONSOLIDATED DELIVERY & LOGISTICS, 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,  1996  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
         month period ended March 31, 1997 are not necessarily indicative of the
         results  that may be expected for any other  interim  period or for the
         year ending  December 31, 1997. For further  information,  refer to the
         consolidated financial statements and footnotes thereto included in the
         Company's Form 10-K for the year ended December 31, 1996.

                  Certain  reclassifications  have been made to the prior year's
         condensed  consolidated financial statements in order to conform to the
         1997 presentation.

(2)   SALE OF SUBSIDIARY:

                  On January 31, 1997 the Company sold the stock of Distribution
         Solutions International,  Inc. (DSI), a subsidiary involved in contract
         logistics,  to its former  owner and  president in exchange for 137,239
         shares of the Company's common stock, valued at approximately $4.38 per
         share (the  closing  price of the  Company's  common  stock on the sale
         date).  In  connection  with the sale,  the Company  recorded a gain of
         approximately  $816,000  before  applicable  federal  and state  income
         taxes.  Revenues from the  operation  were  approximately  $970,000 and
         $400,000 for the quarter  ended March 31, 1996 and the month of January
         1997,  respectively.  Operating losses were approximately  $248,000 and
         $20,000 for the same periods.

                  During the first quarter of 1997,  the Company  retired all of
         the common shares acquired in connection with the sale of DSI. The cost
         of the acquired shares in excess of par value (approximately  $600,000)
         has been charged to additional paid-in capital.

(3)   NON-COMPLIANCE UNDER BANK COVENANTS:

                  The Company and certain of its  subsidiaries  are parties to a
         Credit  Agreement,  dated as of May 31, 1996 (the "Credit  Agreement"),
         with Summit Bank and Mellon Bank, N.A. as co-agents for the banks party
         thereto  (collectively,  the "Banks")  pursuant to which the Banks have
         provided the Company with a working capital facility (the  "Facility").
         At March 31, 1997, as a result of losses  during 1996,  the Company was
         in violation  of certain of the  financial  covenants  contained in the
         Credit  Agreement,   including  leverage,  interest  and  fixed  charge
         coverage ratios.  In April 1997, the Company entered into a Forbearance
         and Amendment  Agreement with the Banks (the  "Forbearance  Agreement")
         pursuant  to which the Banks  waived  any  default  arising  out of the
         Company's  failure to comply with the  covenants  referenced  above and
         agreed not to  exercise  any  remedies  under the Credit  Agreement  in
         respect  thereof  until  April 1,  1998.  Pursuant  to the terms of the
         Forbearance  Agreement,  amounts  available  for  borrowing  under  the
         Facility were reduced to approximately $8.8 million until June 15, 1997
         and, thereafter,  to the lesser of $8.8 million or an amount determined
         on a formula basis taking into account the Company's  eligible accounts
         receivable  and any pre-tax  losses  incurred after March 31, 1997. The
         interest rates borne by borrowings under the Facility were increased on
         variable  rate loans to prime plus 2.5% and may  increase to prime plus
         3.5% if the Company  does not comply  with  certain  provisions  in the
         Forbearance Agreement (fixed rate loans expiring in June 1997 will bear
         interest at LIBOR plus 4.5%), the types of borrowings  available to the
         Company were reduced and the commitment  fees payable to the Banks were
         increased.  In addition,  under the Forbearance Agreement,  the Company
         must maintain a  consolidated  net worth of at least $6.8 million,  may
         not make any acquisitions and is required to establish certain separate
         cash collection  accounts.  All amounts  outstanding under the Facility
         will become due and payable on April 1, 1998.  The Company is currently
         seeking to replace the  Facility.  However,  there can be no  assurance
         that the Company will be able to obtain  replacement  financing or that
         such replacement financing will be available on terms acceptable to the
         Company.  In the event that the  Company  is unable to comply  with the
         terms of the  Forbearance  Agreement,  the Banks  will have the  right,
         under the Credit  Agreement,  to exercise certain  remedies,  including
         accelerating the repayment of any loans outstanding  thereunder.  There
         can be no  assurance  that the Banks  will  continue  to  forbear  from
         exercising their remedies in those  circumstances.  If the Banks demand
         repayment  of  the  loans   outstanding   under  the  Facility  and  no
         replacement  financing is  available,  the Company might be required to
         significantly curtail its operations.

(4)   LITIGATION:

                  On  March  19,  1997,  a  purported  class  action  complaint,
         captioned Gapszewicz v. Consolidated Delivery & Logistics, Inc., et al.
         (97 Civ.  1939),  was filed in the United States District Court for the
         Southern  District  of New York  against  the  Company,  certain of the
         Company's  present and former executive  officers,  and the co-managing
         underwriters of the Company's initial public offering (the "Offering").
         The  gravamen  of the  complaint  is that  the  Company's  registration
         statement  for the Offering  contained  misstatements  and omissions of
         material fact in violation of the federal  securities laws and that the
         Company's financial  statements included in the registration  statement
         were false and misleading and did not fairly reflect the Company's true
         financial  condition.  The complaint seeks the certification of a class
         consisting of  purchasers  of the Company's  Common Stock from November
         21,  1995  through  February  27,  1997,  rescission  of the  Offering,
         attorneys'  fees and  other  damages.  The  Company  believes  that the
         allegations contained in the complaint are without merit and intends to
         defend the action vigorously.

                  Since the original  complaint  was filed the Company  received
         notice that other purported class action  complaints were filed against
         the Company,  certain of the Company's  directors,  and the co-managing
         underwriters of the Company's  initial public offering.  The complaints
         were filed by several  plaintiffs  on behalf of buyers of  Consolidated
         Delivery & Logistics,  Inc.'s stock during the period November 20, 1995
         through  February 27,  1997.  As of May 7, 1997 the Company had not yet
         been served with these  complaints and therefore cannot comment further
         on the allegations contained therein.

                  The  Company  and its  subsidiaries  are  from  time to  time,
         parties to litigation  arising in the normal course of their  business,
         most of which involves  claims for personal  injury and property damage
         incurred in connection with their operations.  Management believes that
         none of  these  actions,  including  the  above  actions,  will  have a
         material  adverse  effect  on the  financial  position  or  results  of
         operations of the Company and its subsidiaries.

(5)   EARNINGS PER SHARE:

                  The  Financial  Accounting  Standards  Board has  issued a new
         standard,   Statement  of  Financial   Accounting  Standards  No.  128,
         "Earnings Per Share" ("SFAS 128").  SFAS 128 establishes  standards for
         computing and  presenting  earnings per share.  SFAS 128 simplifies the
         standards  for  computing  earnings per share  previously  found in APB
         Opinion No. 15,  "Earnings  Per Share,"  and makes them  comparable  to
         international   earnings   per  share   standards.   It  replaces   the
         presentation of primary earnings per share with a presentation of basic
         earnings per share.  It also  requires dual  presentation  of basic and
         diluted  earnings per share on the face of the income statement for all
         entities with complex capital  structures and requires a reconciliation
         of the  numerator  and  denominator  of the  basic  earnings  per share
         computation to the numerator and  denominator  of the diluted  earnings
         per share  computation.  The Company is required to adopt this standard
         as of December 15, 1997 and early adoption is not  permitted.  SFAS 128
         requires   restatement   of  all  prior   period   earnings  per  share
         calculations  presented.  The Company has  determined  that adoption of
         SFAS 128 will have no effect on earnings per share.


<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 appearing elsewhere herein.

Disclosure Regarding Forward-Looking Statements

         The Private  Securities  Litigation Reform Act of 1995 provides a "safe
harbor" for forward looking statements.  Certain  information  contained in this
Form 10-Q includes  information that is forward  looking,  such as the Company's
expectations for future performance,  its growth and acquisition strategies, its
anticipated  liquidity and capital needs and its future  prospects.  The matters
referred to in such forward  looking  statements  could be affected by the risks
and  uncertainties   related  to  the  Company's   business.   These  risks  and
uncertainties include, but are not limited to, the effect of economic and market
conditions,  the  Company's  lack of  prior  operating  history,  the  Company's
non-compliance  with the financial  covenants  contained in the Credit Agreement
and the results  thereof,  the ability of the Company to successfully  integrate
the  business  of  acquired  companies,  the  impact  of  competition,  both for
customers and for potential  acquisition  candidates,  the need for financing to
implement the Company's strategic plan, as well as certain other risks described
elsewhere  herein.  Subsequent  written  and  oral  forward  looking  statements
attributable  to the  Company  or persons  acting on its  behalf  are  expressly
qualified in their entirety by the cautionary  statements  contained  herein and
elsewhere in this Form 10-Q and the Company's 1996 Annual Report on Form 10-K.

Results of Operations

Revenues

         Revenues for the first quarter of 1997  increased by $1.5  million,  or
3.7% to $41.7 million from $40.2 million for the first quarter of 1996.  For the
first quarter of 1997,  air courier  revenues  increased  $1.6 million  (13.6%),
ground delivery revenues  increased $1.8 million (7.5%),  and logistics revenues
declined by $1.9  million  (43.2%).  The revenue  contribution  of  Distribution
Solutions International,  Inc. (DSI), the Company's logistics subsidiary,  prior
to its disposal decreased from the first quarter of 1996 to the first quarter of
1997 by approximately $570,000.

         Air courier revenues  benefited from the addition of approximately $1.2
million in revenues from previously disclosed  acquisitions and the expansion of
the route structure in the New York City and Los Angeles regions. The balance of
growth in air  courier  revenues  primarily  represented  increased  demand from
existing customers. Ground delivery revenues benefited from the addition of time
services and facilities  management services in the New York City region and the
addition of contract distribution revenue in the Southeast and Northeast regions
of the Company in the  pharmaceutical  distribution  and retail  industries.  In
addition to the sale of DSI, logistics revenues were negatively  impacted in the
quarter by the delay of a major direct mail marketing program by a customer from
the first to the second and third quarters of 1997.

Cost of Revenues

         Cost of revenues  increased by $2.4 million or 8.1%, from $29.5 million
for the first  quarter of 1996 to $31.9  million for the first  quarter of 1997.
Costs for air courier  services  increased  due to airline fuel  surcharges  and
higher  agent costs for pick-up and  delivery as well as an overall  increase in
employee  headcount.  Steps  were  taken  during  the  quarter to (i) pass these
surcharges  along to  customers,  (ii)  renegotiate  rates with the airlines and
delivery agents and (iii) reduce  headcount.  Higher  equipment rental costs and
other  operating costs relating to ground delivery which began during the fourth
quarter of 1996 in the  mobilization  and startup of several large  distribution
contracts  continued  into the first  quarter of 1997.  Scheduling  and  routing
procedures are currently  being  evaluated with the objective of stabilizing and
reducing these operating costs.

         As a result of the matters  discussed above,  gross profit decreased by
$900,000,  or 8.4% from  $10.7  million  for the first  quarter  of 1996 to $9.8
million for the first  quarter of 1997.  Gross profit  stated as a percentage of
revenue  decreased by 3.1% in the first quarter of 1997 as compared to the first
quarter of 1996.

Selling, General and Administrative Expense

         Selling,  general and administrative  expense decreased as a percentage
of  revenue  from  25.4%  for the first  quarter  of 1996 to 24.6% for the first
quarter of 1997 reflecting the results of the Company's continuing consolidation
efforts and  implementation  of various cost control measures which began in the
fourth  quarter of 1996 and continued  throughout the first quarter of 1997. The
Company  anticipates  that  selling,  general and  administrative  expenses as a
percentage of revenues will continue to demonstrate  this trend in the near term
as a  result  of these  cost  control  measures  as well as the  effects  of the
incentive  compensation program that the Company implemented  effective April 1,
1997.

Operating Income

         For the reasons cited above, the Company's  operating results decreased
from a profit of  $472,000  for the first  quarter of 1996 to a loss of $481,000
for the first quarter of 1997.

Gain on Sale of Subsidiary

         On January 31,  1997 the  Company  sold DSI,  the  Company's  logistics
subsidiary, for which it recognized a gain in the amount of $816,000.

Interest Expense

         Interest expense increased $63,000 or 34.8% from $181,000 for the first
quarter of 1996 to $244,000 for the first  quarter of 1997,  primarily due to an
increase in the Company's outstanding borrowings.

Liquidity and Capital Resources

         Working capital decreased by $500,000 to $5.0 million at March 31, 1997
from $5.5 million at December 31, 1996. Cash and cash  equivalents  increased by
$1.2 million from $1.7 million at December 31, 1996 to $2.9 million at March 31,
1997.

         The increase in cash was  primarily  due to cash  provided by operating
activities combined with cash from additional  borrowings.  These increases were
offset by cash used in the disposition of the Company's logistics subsidiary and
the purchase of equipment and leasehold improvements.

         Capital  expenditures  were $536,000 and $314,000 for the first quarter
of 1996 and 1997, respectively.

Certain risk factors which may impact future operating results

         The  Company and  certain of its  subsidiaries  are parties to a Credit
Agreement,  dated as of May 31, 1996 (the "Credit Agreement"),  with Summit Bank
and Mellon Bank,  N.A. as co-agents for the banks party  thereto  (collectively,
the  "Banks")  pursuant  to which the Banks have  provided  the  Company  with a
working  capital  facility (the  "Facility").  At March 31, 1997, as a result of
losses  during 1996,  the Company was in  violation of certain of the  financial
covenants contained in the Credit Agreement,  including  leverage,  interest and
fixed  charge  coverage  ratios.  In April  1997,  the  Company  entered  into a
Forbearance and Amendment Agreement with the Banks (the "Forbearance Agreement")
pursuant  to which the Banks  waived any default  arising  out of the  Company's
failure to comply with the covenants referenced above and agreed not to exercise
any remedies under the Credit  Agreement in respect thereof until April 1, 1998.
Pursuant  to the  terms of the  Forbearance  Agreement,  amounts  available  for
borrowing  under the Facility were reduced to  approximately  $8.8 million until
June 15,  1997  and,  thereafter,  to the  lesser of $8.8  million  or an amount
determined  on a formula  basis  taking  into  account  the  Company's  eligible
accounts  receivable and any pre-tax  losses  incurred after March 31, 1997. The
interest rates borne by borrowings under the Facility were increased on variable
rate loans to prime plus 2.5% and may increase to prime plus 3.5% if the Company
does not comply with certain provisions in the Forbearance Agreement (fixed rate
loans expiring in June 1997 will bear interest at LIBOR plus 4.5%), the types of
borrowings available to the Company were reduced and the commitment fees payable
to the Banks were increased. In addition,  under the Forbearance Agreement,  the
Company must maintain a consolidated net worth of at least $6.8 million, may not
make any  acquisitions  and is  required  to  establish  certain  separate  cash
collection accounts.  All amounts outstanding under the Facility will become due
and payable on April 1, 1998.  The Company is  currently  seeking to replace the
Facility.  However,  there can be no assurance  that the Company will be able to
obtain  replacement  financing  or  that  such  replacement  financing  will  be
available on terms  acceptable to the Company.  In the event that the Company is
unable to comply  with the terms of the  Forbearance  Agreement,  the Banks will
have the right,  under the  Credit  Agreement,  to  exercise  certain  remedies,
including accelerating the repayment of any loans outstanding thereunder.  There
can be no  assurance  that the Banks will  continue to forbear  from  exercising
their  remedies in those  circumstances.  If the Banks  demand  repayment of the
loans outstanding under the Facility and no replacement  financing is available,
the Company might be required to significantly curtail its operations.

Recently Issued Accounting Pronouncement

         The  Financial  Accounting  Standards  Board has issued a new standard,
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS
128"). SFAS 128 establishes  standards for computing and presenting earnings per
share.  SFAS 128  simplifies  the  standards  for  computing  earnings per share
previously  found in APB  Opinion No. 15,  "Earnings  Per Share," and makes them
comparable  to  international  earnings  per share  standards.  It replaces  the
presentation of primary earnings per share with a presentation of basic earnings
per share. It also requires dual  presentation of basic and diluted earnings per
share on the face of the income  statement for all entities with complex capital
structures and requires a reconciliation of the numerator and denominator of the
basic  earnings per share  computation  to the numerator and  denominator of the
diluted  earnings per share  computation.  The Company is required to adopt this
standard as of December 15, 1997 and early adoption is not  permitted.  SFAS 128
requires  restatement  of all  prior  period  earnings  per  share  calculations
presented.  The Company has not determined the effect  adoption of SFAS 128 will
have on earnings per share.

Inflation

         Inflation  has not had a material  impact on the  Company's  results of
operations.



<PAGE>


                           Part II - OTHER INFORMATION

Item 1 - Legal Proceedings.

         On March 19,  1997,  a  purported  class  action  complaint,  captioned
         Gapszewicz v. Consolidated Delivery & Logistics,  Inc., et al. (97 Civ.
         1939),  was filed in the United States  District Court for the Southern
         District of New York  against  the  Company,  certain of the  Company's
         present and former executive officers, and the co-managing underwriters
         of the Company's initial public offering (the "Offering"). The gravamen
         of the complaint is that the Company's  registration  statement for the
         Offering  contained  misstatements  and  omissions of material  fact in
         violation  of the  federal  securities  laws  and  that  the  Company's
         financial statements included in the registration  statement were false
         and  misleading and did not fairly reflect the Company's true financial
         condition.  The complaint seeks the certification of a class consisting
         of  purchasers  of the  Company's  Common Stock from  November 21, 1995
         through February 27, 1997, rescission of the Offering,  attorneys' fees
         and other damages. The Company believes that the allegations  contained
         in the  complaint  are  without  merit and intends to defend the action
         vigorously.

         Since the original complaint was filed the Company received notice that
         other purported class action complaints were filed against the Company,
         certain of the Company's directors, and the co-managing underwriters of
         the Company's  initial public  offering.  The complaints  were filed by
         several  plaintiffs  on behalf of buyers  of  Consolidated  Delivery  &
         Logistics,  Inc.'s  stock  during the period  November 20, 1995 through
         February  27,  1997.  As of May 7,  1997 the  Company  had not yet been
         served with these  complaints and therefore  cannot comment  further on
         the allegations contained therein.

         The  Company  and its  subsidiaries  are from time to time,  parties to
         litigation  arising in the  normal  course of their  business,  most of
         which involves  claims for personal injury and property damage incurred
         in connection with their operations.  Management  believes that none of
         these  actions,  including  the above  actions,  will  have a  material
         adverse  effect on the  financial  position or results of operations of
         the Company and its subsidiaries.

Item 2 - Changes in Securities.  Not applicable

Item 3 - Defaults Upon Senior Securities.  Not applicable.

Item 4 - Submission of Matters to a Vote of Security Holders.  Not applicable

Item 5 - Other Information.  Not applicable.

Item 6 - Exhibits and Reports on Form 8-K

         (a)      Exhibits - none.

         (b)      The Company has not filed any reports on Form 8-K during the
                     relevant period.

         27       Financial Data Schedule (for electronic submission only)








<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: May 14, 1996             CONSOLIDATED DELIVERY & LOGISTICS, INC.




                                          By:  /s/ Joseph G. Wojak
                                                   Joseph G. Wojak
                                               Executive Vice President, Chief
                                                  Financial Officer, Treasurer
                                                  and Secretary
                                               (PRINCIPAL FINANCIAL AND
                                                             ACCOUNTING OFFICER)