UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549
                                   FORM 8-K/A
                                 AMENDMENT NO. 1
                                       TO
                                 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                                         (Zip Code)
executive offices)


(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.

          The Form 8-K is being amended to provide the additional exhibits noted
below.



ITEM 7.  Financial Statements and Exhibits

c.       Exhibits

          99.1      Press Release issued February 2, 1999.

          99.2      Press Release issued February 19, 1999.

          99.3      Senior Subordinated Loan Agreement

          99.4      Warrant Agreement

          99.5      Registration Rights Agreement