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

                                January 29, 1999
                Date of Report (Date of earliest event reported)



                     CONSOLIDATED DELIVERY & LOGISTICS, INC.
             (Exact name of Registrant as specified in its charter)


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



380 Allwood Road, Clifton, New Jersey                         07012 
(Address of principal executive offices)                    (Zip Code)


(Registrant's telephone number, including area code)           (973) 471-1005

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





ITEM 5.         Other Events

          1. On January 29, 1999,  Consolidated Delivery & Logistics,  Inc. (the
"Company")  completed a $15 million  private  placement  of senior  subordinated
notes and warrants with three financial institutions. The notes bear interest at
12% per annum and are  subordinate  to all senior debt  including  the Company's
credit facility with First Union Commercial Corporation.

          Under the terms of the notes,  the  Company is  required  to  maintain
certain financial ratios and comply with other financial  conditions.  The notes
mature on  January  29,  2006 and may be prepaid by the  company  under  certain
circumstances.  The warrants  expire January 29, 2009 and are exercisable at any
time  prior to  expiration  at a price of $.001 per  equivalent  share of common
stock for an  aggregate of 506,250  shares of the  Company's  stock,  subject to
additional  adjustments.  The  Company  plans  to use the  proceeds  to  finance
acquisitions as they arise and for general working capital purposes.

          2. On February  19,  1999,  Consolidated  Delivery &  Logistics,  Inc.
announced that as of February 23, 1999 shares of the Company's common stock will
begin trading on the American Stock Exchange under the symbol CDV. The company's
stock formerly traded on the Nasdaq National Market under the symbol CDLI.





                                    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: February 25, 1999              CONSOLIDATED DELIVERY & LOGISTICS, INC.
                                                   (Registrant)




                                     By:  /s/ Albert W. Van Ness, Jr.
                                          Albert W. Van Ness, Jr.              
                                          Chairman of the Board, Chief Executive
                                          Officer and Chief Financial Officer