UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): October 21, 2004

                                    CDI Corp.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                  Pennsylvania
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                 (State or Other Jurisdiction of Incorporation)

         1-5519                                           23-2394430
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(Commission File Number)                       (IRS Employer Identification No.)

1717 Arch Street, 35th Floor, Philadelphia, PA                        19103-2768
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   (Address of Principal Executive Offices)                           (Zip Code)

                                 (215) 569-2200
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              (Registrant's Telephone Number, Including Area Code)

                                       N/A
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      |_|   Written communications pursuant to Rule 425 under the Securities Act
            (17 CFR 230.425)

      |_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
            (17 CFR 240.14a-12)

      |_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
            Exchange Act (17 CFR 240.14d-2(b))

      |_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
            Exchange Act (17 CFR 240.13e-4(c))


Digi Reports Fiscal 2003 Third Quarter Results - Page 2


Item 2.02 Results of Operations and Financial Condition.

On October 21, 2004, CDI Corp. (sometimes referred to in this Report as "the
Company") issued a news release reporting the Company's financial results for
its third fiscal quarter ended September 30, 2004 and announcing a quarterly
cash dividend of $0.11 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: October 21, 2004


EXHIBIT INDEX

Exhibit Number    Description

99                News Release dated October 21, 2004, issued by CDI Corp.