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

         Date of Report (Date of earliest event reported): July 22, 2004

                                    CDI Corp.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                  Pennsylvania
- --------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)

                                     1-5519
- --------------------------------------------------------------------------------
                            (Commission File Number)

                                   23-2394430
- --------------------------------------------------------------------------------
                        (IRS Employer Identification No.)

            1717 Arch Street, 35th Floor, Philadelphia, PA 19103-2768
- --------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:

                                 (215) 569-2200
- --------------------------------------------------------------------------------



Item 12. Results of Operations and Financial Condition.

On July 22, 2004, CDI Corp. (sometimes referred to in this Report as "the
Company") issued a news release reporting the Company's financial results for
its second fiscal quarter ended June 30, 2004 and announcing a quarterly cash
dividend of $0.11 per share and a special cash dividend of $2.00 per share. A
copy of the Company's news release is attached hereto as Exhibit 99 and is
hereby incorporated by reference.

The information contained in this Report shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.

                                   SIGNATURES

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 hereunto duly authorized.

                                                CDI CORP.
                                                (Registrant)

                                                By: /s/ Jay G. Stuart
                                                    ----------------------------
                                                    Jay G. Stuart
                                                    Executive Vice President and
                                                      Chief Financial Officer

Date: July 22, 2004

                                 EXHIBIT INDEX

Exhibit Number        Description

99                    News Release dated July 22, 2004, issued by CDI Corp.