Exhibit 99.4
                                                                    ------------

                          COMMUNITY DISTRIBUTORS, INC.
                                 CDI GROUP, INC.
                             251 INDUSTRIAL PARKWAY
                               BRANCHBURG TOWNSHIP
                          SOMERVILLE, NEW JERSEY 08876

                                January 16, 1998

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


         Re:   Form S-4 Registration Statement relating to the offer to
               exchange up to $80,000,000 of 10-1/4% Senior Notes (the "Exchange
               Notes") due 2004, Series B of Community Distributors, Inc., which
               have been registered under the Securities Act of 1933, as
               amended, for any and all of its outstanding 10-1/4% Senior Notes
               due 2004

Dear Sir or Madam:

         In connection with our above-captioned Registration Statement,
Community Distributors,  Inc. and CDI Group, Inc. hereby represent that:

         1. They are registering the Exchange Notes exchange offer registered
thereby in reliance on the Staff's position set forth in Exxon Capital Holdings
Corp., SEC No-Action Letter (April 13, 1989), Morgan Stanley & Co., Inc., SEC
No-Action Letter (June 2, 1993) and Shearman & Sterling, SEC No-Action Letter
(July 2, 1993).

         2. They have not entered into any arrangement or understanding with any
person to distribute the Exchange Notes to be received in the exchange offer
and, to the best of their information and belief, each person participating in
the exchange offer is acquiring the Exchange Notes in its ordinary course of
business and has no arrangement or understanding with any person to participate
in the distribution of the Exchange Notes to be received in the exchange offer;

         3. They will make each person participating in the exchange offer aware
that if such person is participating in the exchange offer for the purpose of
distributing the Exchange Notes to be acquired in the exchange offer, such
person (i) cannot rely on the staff position enunciated in Exxon Capital or
interpretive letters to similar effect and (ii) must comply with registration
and prospectus delivery requirements of the Securities Act of 1933 in connection
with a secondary resale transaction;

         4. They acknowledge that such a secondary resale transaction by such
person participating in the exchange offer for the purpose of distributing the
Exchange Notes should be covered by an effective registration statement
containing the selling securityholder information required by Item 507 of
Regulation S-K; and

         5. The preliminary prospectus included in the above-referenced
registration statement contains and the final prospectus included therein will
contain disclosures making persons participating in the exchange offer aware of
the limitations and obligations applicable to broker-dealers who participate in
the exchange offer.

               Very truly yours,

               COMMUNITY DISTRIBUTORS, INC.       CDI GROUP, INC.

               By:                                By:
                   -------------------------          ------------------------
                     Todd H. Pluymers                   Todd H. Pluymers
                     Chief Financial Officer             Chief Financial Officer