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                                                                    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: August 16, 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.



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