UNITED STATES                 ------------------------
               SECURITIES AND EXCHANGE COMMISSION      |  SEC FILE NUMBER     |
                     Washington, D.C. 20549            |      0-26954         |
                                                       ------------------------
                           FORM 12b-25
                                                       ------------------------
                                                       |   SEC FILE NUMBER    |
                                                       |    14983Y-10-7       |
                                                       ------------------------

                   NOTIFICATION OF LATE FILING


(Check One):   [_] Form 10-K    [_] Form 11-K    [_] Form 20-F    [X] Form 10-Q
               [_] Form N-SAR

     For Period Ended:  September 30, 2002

     [_]  Transition Report on Form 10-K

     [_]  Transition Report on Form 20-F

     [_]  Transition Report on Form 11-K

     [_]  Transition Report on Form 10-Q

     [_]  Transition Report on Form N-SAR

     For the Transition Period Ended: _______________________

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             Read attached instruction sheet before preparing form.
                              Please print or type.

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:

                                      N/A
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PART I -- REGISTRANT INFORMATION

CD&L, Inc.
________________________________________________________________________________
Full Name of Registrant



________________________________________________________________________________
Former Name if Applicable


80 Wesley Street,
________________________________________________________________________________
Address of Principal Executive Office (Street and Number)



South Hackensack, New Jersey 07606
________________________________________________________________________________
City, State and Zip Code



PART II -- RULE 12b-25(b) AND (c)

     If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)

|X|       (a)  The reasons described in  reasonable detail in Part III of this
               form could not be eliminated without unreasonable effort or
               expense;

          (b)  The subject annual report, semi-annual report, transition report
               on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion
[X]            thereof will be filed on or before the 15th calendar day
               following the prescribed due date; or the subject quarterly
               report or transition report on Form 10-Q, or portion thereof will
               be filed on or before the fifth  calendar day following the
               prescribed due date; and

|_|       (c)  The accountant's statement or other exhibit required by Rule
               12b-25(c) has been attached if applicable.


PART III -- NARRATIVE

     State below in reasonable  detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR
or the  transition  report  portion  thereof  could  not  be  filed  within  the
prescribed time period. (Attach extra sheets if needed.)

     CD&L, Inc. (the "Company") is unable to file its quarterly report on Form
10-Q for the period ended September 30, 2002 within the time period prescribed
for such report without unreasonable effort or expense. The Company is currently
in negotiations with its lenders for modifications to its existing credit
facilities. The Company expects to have finalized documents within the time
frame granted for filing the Company's report on Form 10-Q by Rule 12b-25(b).




PART IV -- OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
     notification

     Russell J. Reardon, Chief Financial Officer    (201)         487-7740
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     (Name and Title)                             (Area Code) (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter  period that the
     registrant was required to file such report(s) been filed? If the answer is
     no, identify report(s).
                                                                 [X] Yes  [_] No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion
     thereof?
                                                                 [ ] Yes  [X] No

     If so, attach an explanation of the anticipated  change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.



                                   CD&L, Inc.
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                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date: November 15, 2002         By:     /s/ Russell J. Reardon
                                Name:   Russell J. Reardon
                                Title:  Chief Financial Officer


          INSTRUCTION: The form may be signed by an executive officer of the
     registrant or by any other duly authorized representative. The name and
     title of the person signing the form shall be typed or printed beneath the
     signature. If the statement is signed on behalf of the registrant by an
     authorized representative (other than an executive officer), evidence of
     the representative's authority to sign on behalf of the registrant shall be
     filed with the form.


- ------------------------------------ATTENTION-----------------------------------

     Intentional  misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).

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                              GENERAL INSTRUCTIONS

     1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.

     2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of public record in the Commission files.

     3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.

     4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.

     5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.