<SUBMISSION>
<ACCESSION-NUMBER>0001125282-04-001605
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20040416
<ITEMS>7
<ITEMS>9
<FILING-DATE>20040419
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CD&L INC
<CIK>0001000779
<ASSIGNED-SIC>4213
<IRS-NUMBER>223350958
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-14823
<FILM-NUMBER>04739222
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>80 WESLEY STREET
<CITY>SOUTH HACKENSACK
<STATE>NJ
<ZIP>07606
<PHONE>201-487-7740
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>80 WESLEY STREET
<CITY>SOUTH HACKENSACK
<STATE>NJ
<ZIP>07606
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CONSOLIDATED DELIVERY & LOGISTICS INC
<DATE-CHANGED>19950915
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>b331412_8k.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>
<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                                 April 16, 2004
                Date of Report (Date of earliest event reported)



                                   CD&L, INC.
             (Exact name of Registrant as specified in its charter)


         Delaware                          0-26954              22-3350958
(State or other jurisdiction of   (Commission File Number)     (IRS Employer
incorporation or organization)                              Identification No.)



80 Wesley Street, South Hackensack, New Jersey                      07606
(Address of principal executive offices)                          (Zip Code)


(Registrant's telephone number, including area code)            (201) 487-7740

                                 NOT APPLICABLE
         (Former name or former address, if changed since last report.)


<PAGE>



ITEM 7. Financial Statements and Exhibits.


         99.1   Press Release of Registrant  dated April 16, 2004


ITEM 9. REGULATION FD DISCLOSURE.

         The following information is provided pursuant to Item 12 of Form 8-K
         and is being furnished under Item 9 in accordance with the interim
         guidance of the Commission.

         In a press release dated April 16, 2004, the Registrant announced a
financial restructuring.


         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:  April 16, 2004                      CD&L, INC.




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







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>b331412_ex99-1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>



                                                                   Exhibit 99.1


[CD&L LOGO]


Contacts: Russell Reardon, CFO
          CD&L, Inc.
          (201) 487-7740


FOR IMMEDIATE RELEASE


       Management Led Investor Group Leads Financial Restructuring at CD&L
                    * CD&L Management Invests $4.0 Million *

         SOUTH HACKENSACK, N.J., April 16, 2004 - CD&L, Inc. (Amex:CDV), one of
the nation's leading providers of customized, time-critical delivery services,
announced today the Company has completed the restructuring of the Company's $11
million Senior Subordinated Note which was due to mature in January 2006. As a
result of a company management led investor group which provided a $4.0 million
cash infusion, the Senior Subordinated Note holders agreed to convert a portion
of the Company's subordinated debt into Convertible Preferred Stock and to amend
and modify the terms of the remaining subordinated debt.

         The Company's Chairman and CEO, Al Van Ness, said "we are very proud
that our Senior Managers, in concert with some of its Board members, our five
Regional Vice Presidents, our Business Development Manager and certain outsiders
have invested $4.0 million in CD&L's future."

         As reported in the Company's 10-K filed on Wednesday, April 14, 2004,
the debt restructuring consists of the exchange of $4.0 million of senior
subordinated notes for shares of Convertible Redeemable Preferred Stock and the
extinguishment of $3.0 million of the senior subordinated debt. In addition, the
Company's revolver debt was paid down by $1.0 million. Also, a modified and
amended loan agreement totaling $8.0 million was executed between the investor
group, the current senior subordinated note holder and CD&L. The loan agreement
features no principal payments until an $8.0 million balloon payment on April
14, 2011, interest payable at a rate of 9.0% for the first and second years of
the term, followed by an increase in the rate to 10.5% for the third and fourth
years and a subsequent rate of 12.0% until maturity, with two series of
convertible notes, identical except for their conversion price, with limited
financial covenants.



<PAGE>


         Russ Reardon, the Company's CFO reports "this investment immediately
reduces the Company's revolver by $1.0 million and eliminates the principal
payments that total $2.0 million that were due on the senior subordinated debt
in 2004 and 2005. Additionally, the scheduled $9.0 million (now $8.0 million)
balloon payment was moved from January 2006 to April 2011 and the Company's
interest expense is reduced by approximately $500,000 per annum for the next two
years."

         CD&L, Inc. operates 67 facilities in 21 states providing last mile
delivery solutions to various industries. The Company has over 1,400 employees
and utilizes approximately 2,450 independent contractors to provide
time-sensitive delivery services to thousands of customers across the country.


                                      # # #







</TEXT>
</DOCUMENT>
</SUBMISSION>
