EXHIBIT 99.3

                                   CD&L, INC.

                             SHARES OF COMMON STOCK

                           OFFERED PURSUANT TO RIGHTS
         DISTRIBUTED TO HOLDERS OF RECORD OF COMMON STOCK OF CD&L, INC.

                                        , 2004

Dear Stockholder:

   This notice is being distributed by CD&L, Inc., or CD&L, to all holders of
record of shares of its common stock, par value $.001 per share, options to
purchase common stock (the "options") and certain convertible notes (the
"notes") at the close of business on        , 2004, the record date, in
connection with a distribution in a rights offering of non-transferable
subscription rights to subscribe for and purchase shares of the common stock.
The subscription rights are described in CD&L's prospectus dated        ,
2004, which accompanies this letter.

   In the rights offering, CD&L is offering an aggregate of 2,784,578 shares of
common stock, as described in the prospectus.

   Your subscription rights will expire, if not exercised, by 5:00 p.m., New
York City time, on        , 2004, unless extended in CD&L's sole discretion.

   This time, as it may be extended, is referred to as the "expiration time."
CD&L may, in its sole discretion, terminate the rights offering at any time
before the expiration time.

   As described in the prospectus, you will receive .25 subscription rights for
each share of common stock that you owned of record or were entitled to
receive upon exercise of the options and conversion of the notes at the close
of business on the record date.

   You are entitled to purchase one share of common stock at the subscription
price of $1.016 per share for each whole subscription right that you receive,
or effectively 25 shares of common stock for every 100 shares of common stock
that you owned or were entitled to receive upon exercise of the options and
conversion of the notes at the close of business on the record date. This is
your "basic subscription privilege."

   If you exercise your basic subscription privilege in full, you may also
subscribe for additional shares that other stockholders have not purchased
under their basic subscription privilege, up to a maximum of one times your
basic subscription privilege. This is your "oversubscription privilege." For
example, if your basic subscription privilege entitled you to purchase 100
shares of common stock, you could subscribe for up to 100 additional shares of
common stock under your oversubscription privilege. If there are not enough
shares available to fill all such subscriptions for additional shares, the
available shares will be allocated pro rata based on the number of shares each
subscriber for additional shares has elected to purchase under the
oversubscription privilege. CD&L will not allocate to you more than the number
of shares that you have actually subscribed and paid for, and no stockholder
will be entitled to purchase under his oversubscription privilege more than
one times his basic subscription privilege. You can elect to exercise the
oversubscription privilege only at the same time you exercise your basic
subscription privilege in full.

   The subscription rights are evidenced by a non-transferable rights
certificate and will cease to have any value at or after the expiration time.

   Enclosed are copies of the following documents:

     1.   Prospectus;

     2.   Subscription Rights Certificate;

     3.   Instructions as to Use of Subscription Rights Certificates;

     4.   Notice of Guaranteed Delivery for Subscription Rights Certificates;


     5.   Guidelines for Request for Taxpayer Identification Number and
          Certification on Substitute Form W-9;

     6.   A return envelope addressed to American Stock Transfer & Trust
          Company, the subscription agent.

   Your prompt action is requested. To exercise subscription rights, you should
properly complete and sign the Subscription Rights Certificate (or the Notice
of Guaranteed Delivery if you are following the guaranteed delivery
procedures) and forward it, with payment of the subscription price in full for
each share of common stock subscribed for under the basic subscription
privilege and oversubscription privilege, to the subscription agent, as
indicated in the prospectus. The subscription agent must receive the
Subscription Rights Certificate or Notice of Guaranteed Delivery with payment
of the subscription price in full, including clearance of any checks, prior to
the expiration time. You cannot revoke or change your exercise of subscription
rights after you send in your subscription forms and payment. Subscription
rights not exercised prior to the expiration time will expire.

   Any inquiries you may have with respect to the offering or for additional
copies of the enclosed materials should be directed to:

                               Russell J. Reardon
                   Vice President and Chief Financial Officer
                                   CD&L, Inc.
                                80 Wesley Street
                       South Hackensack, New Jersey 07606
                              Phone: 201-487-7740

                               Very truly yours,

                                   CD&L, INC.

Enclosures