As filed with the Securities and Exchange Commission on April ___, 2000.

                              Registration No. 33-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                    CDI CORP.
             (Exact name of Registrant as specified in its charter)

                      1717 Arch Street, 35th Floor
Pennsylvania      Philadelphia, Pennsylvania 19103-2768        23-2394430
(State of        (Address of principal executive offices)     (I.R.S. Employer
Incorporation)                  (Zip Code)                   Identification No.)

                  CDI CORP. STOCK PURCHASE PLAN FOR MANAGEMENT
                      EMPLOYEES AND NON-EMPLOYEE DIRECTORS
                            (Full Title of the Plan)

                           Joseph R. Seiders, Esquire
                                    CDI Corp.
                          1717 Arch Street, 35th Floor
                      Philadelphia, Pennsylvania 19103-2768
                     (name and address of agent for service)

                                 (215) 569-2200
          (Telephone number, including area code, of agent for service)

                        Copies of all communications to:

                             Paul S. Kimbol, Esquire
                             Dechert Price & Rhoads
                            4000 Bell Atlantic Tower

                                1717 Arch Street
                      Philadelphia, Pennsylvania 19103-2793
                                 (215) 994-2603

                         CALCULATION OF REGISTRATION FEE

--------------------- ----------------- ------------- ------------- ------------
                                        Proposed      Proposed
Title of              Amount            maximum       maximum       Amount of
securities            to be             offering      aggregate     registration
to be                 registered        price per     offering      fee
registered                              share(1)      price (1)
--------------------- ----------------- ------------- ------------- ------------
Common Stock
par value $.10        100,000 shares     $20.0625      $2,006,250    $530
per share
--------------------- ----------------- ------------- ------------- ------------

(1)        The  amounts  are  based  upon the  average  of the high and low sale
           prices  for the  Common  Stock  as  reported  on the New  York  Stock
           Exchange  on April 5, 2000,  and are used  solely for the  purpose of
           calculating  the  registration  fee in accordance with paragraphs (c)
           and (h) of Rule 457 under the Securities Act of 1933

===============================================================================


<PAGE>


                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

The  documents  containing  information  specified in Part I of Form S-8 will be
sent or given to  employees  eligible  to  participate  in the CDI  Corp.  Stock
Purchase Plan for Management  Employees and Non-Employee  Directors (the "Plan")
as specified by Rule  428(b)(1) of the  Securities  Act of 1933, as amended (the
"Securities Act").  Those documents and the documents  incorporated by reference
into  this  Registration  Statement  pursuant  to  Item  3 of  Part  II of  this
Registration Statement,  taken together,  constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The following  documents of CDI Corp. (the  "Registrant") and the Plan
filed  or  to  be  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission") are incorporated by reference in this Registration Statement as of
their respective dates:

          (a)  The  Registrant's  annual  report  filed  on  Form  10-K  by  the
Registrant  pursuant  to Section  13(a) or 15(d) of the  Exchange  Act,  for the
fiscal year ended December 31, 1999;

          (b) All other  reports  filed by the  Registrant  pursuant  to Section
13(a) or 15(d) of the "Exchange Act" since December 31, 1999;

          (c) A description of the Common Stock  contained in the  Corporation's
Registration  Statement  on Form 8-A,  filed on October 31,  1988 under  Section
12(g) of the Exchange Act,  including all amendments  and reports  updating such
description; and

          (d) All  documents  subsequently  filed  by the  Registrant  with  the
Commission  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act
after the date of this  Registration  Statement,  but  prior to the  filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  by this  Registration  Statement  have  been  sold or which
deregisters  all such securities  then remaining  unsold,  shall be deemed to be
incorporated  by  reference  into this  Registration  Statement.  Each  document
incorporated by reference into this Registration Statement shall be deemed to be
a part of this  Registration  Statement  from  the  date of the  filing  of such
document  with  the  Commission  until  the  information  contained  therein  is
superseded or updated by any  subsequently  filed document which is incorporated
by reference into this Registration Statement.


<PAGE>


Item 4.  Description of Securities.

          Not applicable.

Item 5.  Interests of Named Experts and Counsel.

          Joseph R. Seiders, Esquire, is named in this Registration Statement as
having given an opinion upon the validity of the  securities  being  registered.
Mr.  Seiders  is  connected  with the  Registrant  as an  officer  (Senior  Vice
President and General Counsel, CDI Corp.).

Item 6.  Indemnification of Directors and Officers.

          Sections 1741 and 1742 of the  Pennsylvania  Business  Corporation Law
authorizes  indemnification  if the person to be indemnified acted in good faith
and in a manner he believed was not opposed to the best interests of the Company
and had no reasonable  cause to believe was  unlawful.  Whether the person to be
indemnified  acted in good faith shall be determined by the members of the Board
not  parties  to such  litigation,  independent  counsel or  shareholders.  Such
indemnity  shall not be allowed  in a  derivative  suit in which such  person is
adjudged liable for negligence or misconduct except to the extent allowed by the
court.  Whether such  proceeding is brought by or in the right of the Company or
otherwise,  indemnification shall be allowed only as specifically  authorized by
the Board in each case.  Section 9-04 of the Company's  bylaws extends the right
of each director or officer of the Company to  indemnification by the Company to
include amounts awarded in or paid in settlement of an action by or in the right
of the  Company,  and  provides  generally  that the Company  shall pay expenses
incurred  by such  persons  in  defending  an  action  in  advance  of its final
disposition, provided the person receiving such advances undertakes to repay the
amount  advanced  if it is  ultimately  determined  that he is not  entitled  to
indemnification by the Company.

          Section  1713 of the  Pennsylvania  Business  Corporation  Law permits
Pennsylvania  corporations  to limit the  liability  of  directors.  At the 1987
annual  meeting,  the  shareholders  approved new  provisions  for the Company's
bylaws to limit the liability of directors to the extent permitted by law. These
provisions  (a) limit the  directors'  personal  liability for monetary  damages
arising out of breaches of their  fiduciary duty of care,  without  changing the
statutory  requirement  that they perform their duties with  diligence and care,
(b) extend the right of each director, officer, employee or agent of the Company
to  indemnification  by the  Company  to include  amounts  awarded in or paid in
settlement  of an  action  by or in the right of the  Company,  and (c)  provide
generally that the Company pay expenses incurred by such persons in defending an
action in advance of its final  disposition,  provided the person receiving such
advances undertakes to repay the amount advanced if it is ultimately  determined
that he is not entitled to indemnification by the Company.

          The Company maintains directors' and officers' liability insurance, as
permitted by its bylaws, with a current policy limit of $15,000,000.

Item 7.  Exemption from Registration Claimed.

          Not applicable.


<PAGE>


Item 8.  Exhibits.

          The  following  exhibits are filed  herewith and are  incorporated  by
reference as part of this Registration Statement:

          4.1       Articles of  Incorporation  of the Registrant,  incorporated
                    herein by reference to the Registrant's  report on Form 10-Q
                    for the quarter ended June 30, 1990. (File No. 1-5519)

          4.2       Bylaws of the Registrant,  incorporated  herein by reference
                    to the  Registrant's  report  on Form  10-Q for the  quarter
                    ended June 30, 1990. (File No. 1-5519)

          5.1       Opinion of Joseph R.  Seiders,  Senior  Vice  President  and
                    General Counsel, CDI Corp.

          23.1      Consent of KPMG LLP

          23.2      Consent of Joseph R.  Seiders,  Senior  Vice  President  and
                    General Counsel,  CDI Corp.  (contained in the opinion filed
                    as Exhibit 5.1 to this Registration Statement).

          24.1      Power  of  Attorney  (set  forth on  signature  page of this
                    Registration Statement).


Item 9.  Undertakings.

Undertakings required by Item 512(a)of Regulation S-K

          The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective date of the Registration Statement (or the
          most recent post-effective  amendment thereof) which,  individually or
          in the aggregate,  represent a fundamental  change in the  information
          set forth in the Registration Statement;

                    (iii) To include any  material  information  with respect to
          the plan of distribution not previously  disclosed in the Registration
          Statement  or  any  material   change  to  such   information  in  the
          Registration Statement;


<PAGE>


provided,  however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 that are incorporated by reference in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

Undertakings required by Item 512(b)of Regulation S-K

          The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and each filing of an employee  benefit  plan's annual  report  pursuant to
Section  15(d) of the  Exchange  Act) that is  incorporated  by reference in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered  therein and the offering of such securities
at that time shall be deemed to be initial bona fide offering thereof.

Undertakings required by Item 512(h)of Regulation S-K

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Philadelphia, State of Pennsylvania, on April 5,
2000.

                                      CDI CORP.



                                      By:  /s/ Mitchell Wienick
                                           --------------------
                                          Mitchell Wienick
                                          President, Chief Executive Officer
                                          and Director

                                      By:  /s/ Gregory L. Cowan
                                           --------------------
                                          Gregory L. Cowan
                                          Executive Vice President and
                                          Chief Financial Officer
                                          (Principal Financial and
                                          Accounting Officer)

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and  appoints  Mitchell  Wienick,  Gregory  L.  Cowan and Joseph R.
Seiders, and each of them, as such person's true and lawful attorney-in-fact and
agent,  with full power of substitution  and revocation,  for such person and in
such person's name, place and stead, in any and all capacities,  to sign any and
all  amendments  (including  post-effective  amendments)  to  this  Registration
Statement  on Form S-8 under the  Securities  Act of 1933,  and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully as to all intents and purposes as
such person might or could do in person,  hereby  ratifying and  confirming  all
that said  attorney-in-fact  and agent or his  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue thereof.  Pursuant to the requirements
of the Securities  Act of 1933,  this  Registration  Statement and the foregoing
Power of Attorney  have been signed by the following  persons in the  capacities
and on the date indicated.*

                                           By:  /s/ Walter E. Blankley
                                                --------------------
                                                Walter E. Blankley
                                                Director

                                           Date:   April 5, 2000

<PAGE>


                                           By:  /s/ John M. Coleman
                                                --------------------
                                                 John M. Coleman
                                                 Director

                                           Date:   April 5, 2000



                                           By:  /s/ Michael J. Emmi
                                                --------------------
                                                 Michael J. Emmi
                                                 Director

                                           Date:   April 5, 2000



                                           By: /s/ Walter R. Garrison
                                               --------------------
                                                Walter R. Garrison
                                                Director

                                           Date:   April 5, 2000



                                           By:  /s/ Kay Hahn Harrell
                                               --------------------
                                               Kay Hahn Harrell
                                               Director

                                           Date:   April 5, 2000



                                           By:  /s/ Lawrence C. Karlson
                                               --------------------
                                               Lawrence C. Karlson
                                               Director

                                           Date:   April 5, 2000



                                           By:  /s/ Allen M. Levantin
                                               --------------------
                                               Allen M. Levantin
                                               Director

                                           Date:   April 5, 2000


<PAGE>


                                           By:  /s/ Alan B. Miller
                                               --------------------
                                               Alan B. Miller
                                               Director

                                           Date:   April 5, 2000


                                           By:  /s/ Barton J. Winokur
                                               --------------------
                                               Barton J. Winokur
                                               Director

                                           Date:   April 5, 2000



* Signatures representing a majority of the
   Registrant's Board of Directors


<PAGE>


                                  EXHIBIT INDEX

Exhibit No.    Document

4.1       Articles of  Incorporation of the Registrant,  incorporated  herein by
          reference  to the  Registrant's  report on Form  10-Q for the  quarter
          ended June 30, 1990.  (File No. 1-5519)

4.2       Bylaws of the  Registrant,  incorporated  herein by  reference  to the
          Registrant's  report on Form 10-Q for the quarter  ended June 30, 1990
          (File No. 1-5519)

5.1       Opinion  of Joseph R.  Seiders,  Senior  Vice  President  and  General
          Counsel, CDI Corp.

23.1      Consent of KPMG LLP

23.2      Consent  of Joseph R.  Seiders,  Senior  Vice  President  and  General
          Counsel,  CDI Corp.  (contained in the opinion filed as Exhibit 5.1 to
          this Registration Statement).

24.1      Power of Attorney  (set forth on signature  page of this  Registration
          Statement)
[{"type": "S-8", "sequence": "1", "description": "CDI CORP. S-8 FILING OF 4/  /00", "secsgml_size_bytes": 20710}]
{"company-data": {"conformed-name": "CDI CORP", "cik": "0000018396", "assigned-sic": "7363", "irs-number": "232394430", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34508", "film-number": "598389"}, "business-address": {"street1": "1717 ARCH STREET, 35TH FLOOR", "city": "PHILADELPHIA", "state": "PA", "zip": "19103-2768", "phone": "2155692200"}, "mail-address": {"street1": "1717 ARCH STREET", "street2": "35TH FLOOR", "city": "PHILADELPHIA", "state": "PA", "zip": "19103-2768"}, "former-company": {"former-conformed-name": "COMPREHEMSIVE DESINGNERS INC", "date-changed": "19731120"}}
As filed with the Securities and Exchange Commission on April ___, 2000.

                              Registration No. 33-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                    CDI CORP.
             (Exact name of Registrant as specified in its charter)

                      1717 Arch Street, 35th Floor
Pennsylvania      Philadelphia, Pennsylvania 19103-2768        23-2394430
(State of        (Address of principal executive offices)     (I.R.S. Employer
Incorporation)                  (Zip Code)                   Identification No.)

                  CDI CORP. STOCK PURCHASE PLAN FOR MANAGEMENT
                      EMPLOYEES AND NON-EMPLOYEE DIRECTORS
                            (Full Title of the Plan)

                           Joseph R. Seiders, Esquire
                                    CDI Corp.
                          1717 Arch Street, 35th Floor
                      Philadelphia, Pennsylvania 19103-2768
                     (name and address of agent for service)

                                 (215) 569-2200
          (Telephone number, including area code, of agent for service)

                        Copies of all communications to:

                             Paul S. Kimbol, Esquire
                             Dechert Price & Rhoads
                            4000 Bell Atlantic Tower

                                1717 Arch Street
                      Philadelphia, Pennsylvania 19103-2793
                                 (215) 994-2603

                         CALCULATION OF REGISTRATION FEE

--------------------- ----------------- ------------- ------------- ------------
                                        Proposed      Proposed
Title of              Amount            maximum       maximum       Amount of
securities            to be             offering      aggregate     registration
to be                 registered        price per     offering      fee
registered                              share(1)      price (1)
--------------------- ----------------- ------------- ------------- ------------
Common Stock
par value $.10        100,000 shares     $20.0625      $2,006,250    $530
per share
--------------------- ----------------- ------------- ------------- ------------

(1)        The  amounts  are  based  upon the  average  of the high and low sale
           prices  for the  Common  Stock  as  reported  on the New  York  Stock
           Exchange  on April 5, 2000,  and are used  solely for the  purpose of
           calculating  the  registration  fee in accordance with paragraphs (c)
           and (h) of Rule 457 under the Securities Act of 1933

===============================================================================
PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

The  documents  containing  information  specified in Part I of Form S-8 will be
sent or given to  employees  eligible  to  participate  in the CDI  Corp.  Stock
Purchase Plan for Management  Employees and Non-Employee  Directors (the "Plan")
as specified by Rule  428(b)(1) of the  Securities  Act of 1933, as amended (the
"Securities Act").  Those documents and the documents  incorporated by reference
into  this  Registration  Statement  pursuant  to  Item  3 of  Part  II of  this
Registration Statement,  taken together,  constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The following  documents of CDI Corp. (the  "Registrant") and the Plan
filed  or  to  be  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission") are incorporated by reference in this Registration Statement as of
their respective dates:

          (a)  The  Registrant's  annual  report  filed  on  Form  10-K  by  the
Registrant  pursuant  to Section  13(a) or 15(d) of the  Exchange  Act,  for the
fiscal year ended December 31, 1999;

          (b) All other  reports  filed by the  Registrant  pursuant  to Section
13(a) or 15(d) of the "Exchange Act" since December 31, 1999;

          (c) A description of the Common Stock  contained in the  Corporation's
Registration  Statement  on Form 8-A,  filed on October 31,  1988 under  Section
12(g) of the Exchange Act,  including all amendments  and reports  updating such
description; and

          (d) All  documents  subsequently  filed  by the  Registrant  with  the
Commission  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act
after the date of this  Registration  Statement,  but  prior to the  filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  by this  Registration  Statement  have  been  sold or which
deregisters  all such securities  then remaining  unsold,  shall be deemed to be
incorporated  by  reference  into this  Registration  Statement.  Each  document
incorporated by reference into this Registration Statement shall be deemed to be
a part of this  Registration  Statement  from  the  date of the  filing  of such
document  with  the  Commission  until  the  information  contained  therein  is
superseded or updated by any  subsequently  filed document which is incorporated
by reference into this Registration Statement.
Item 4.  Description of Securities.

          Not applicable.

Item 5.  Interests of Named Experts and Counsel.

          Joseph R. Seiders, Esquire, is named in this Registration Statement as
having given an opinion upon the validity of the  securities  being  registered.
Mr.  Seiders  is  connected  with the  Registrant  as an  officer  (Senior  Vice
President and General Counsel, CDI Corp.).

Item 6.  Indemnification of Directors and Officers.

          Sections 1741 and 1742 of the  Pennsylvania  Business  Corporation Law
authorizes  indemnification  if the person to be indemnified acted in good faith
and in a manner he believed was not opposed to the best interests of the Company
and had no reasonable  cause to believe was  unlawful.  Whether the person to be
indemnified  acted in good faith shall be determined by the members of the Board
not  parties  to such  litigation,  independent  counsel or  shareholders.  Such
indemnity  shall not be allowed  in a  derivative  suit in which such  person is
adjudged liable for negligence or misconduct except to the extent allowed by the
court.  Whether such  proceeding is brought by or in the right of the Company or
otherwise,  indemnification shall be allowed only as specifically  authorized by
the Board in each case.  Section 9-04 of the Company's  bylaws extends the right
of each director or officer of the Company to  indemnification by the Company to
include amounts awarded in or paid in settlement of an action by or in the right
of the  Company,  and  provides  generally  that the Company  shall pay expenses
incurred  by such  persons  in  defending  an  action  in  advance  of its final
disposition, provided the person receiving such advances undertakes to repay the
amount  advanced  if it is  ultimately  determined  that he is not  entitled  to
indemnification by the Company.

          Section  1713 of the  Pennsylvania  Business  Corporation  Law permits
Pennsylvania  corporations  to limit the  liability  of  directors.  At the 1987
annual  meeting,  the  shareholders  approved new  provisions  for the Company's
bylaws to limit the liability of directors to the extent permitted by law. These
provisions  (a) limit the  directors'  personal  liability for monetary  damages
arising out of breaches of their  fiduciary duty of care,  without  changing the
statutory  requirement  that they perform their duties with  diligence and care,
(b) extend the right of each director, officer, employee or agent of the Company
to  indemnification  by the  Company  to include  amounts  awarded in or paid in
settlement  of an  action  by or in the right of the  Company,  and (c)  provide
generally that the Company pay expenses incurred by such persons in defending an
action in advance of its final  disposition,  provided the person receiving such
advances undertakes to repay the amount advanced if it is ultimately  determined
that he is not entitled to indemnification by the Company.

          The Company maintains directors' and officers' liability insurance, as
permitted by its bylaws, with a current policy limit of $15,000,000.

Item 7.  Exemption from Registration Claimed.

          Not applicable.
Item 8.  Exhibits.

          The  following  exhibits are filed  herewith and are  incorporated  by
reference as part of this Registration Statement:

          4.1       Articles of  Incorporation  of the Registrant,  incorporated
                    herein by reference to the Registrant's  report on Form 10-Q
                    for the quarter ended June 30, 1990. (File No. 1-5519)

          4.2       Bylaws of the Registrant,  incorporated  herein by reference
                    to the  Registrant's  report  on Form  10-Q for the  quarter
                    ended June 30, 1990. (File No. 1-5519)

          5.1       Opinion of Joseph R.  Seiders,  Senior  Vice  President  and
                    General Counsel, CDI Corp.

          23.1      Consent of KPMG LLP

          23.2      Consent of Joseph R.  Seiders,  Senior  Vice  President  and
                    General Counsel,  CDI Corp.  (contained in the opinion filed
                    as Exhibit 5.1 to this Registration Statement).

          24.1      Power  of  Attorney  (set  forth on  signature  page of this
                    Registration Statement).

Item 9.  Undertakings.

Undertakings required by Item 512(a)of Regulation S-K

          The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective date of the Registration Statement (or the
          most recent post-effective  amendment thereof) which,  individually or
          in the aggregate,  represent a fundamental  change in the  information
          set forth in the Registration Statement;

                    (iii) To include any  material  information  with respect to
          the plan of distribution not previously  disclosed in the Registration
          Statement  or  any  material   change  to  such   information  in  the
          Registration Statement;
provided,  however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 that are incorporated by reference in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

Undertakings required by Item 512(b)of Regulation S-K

          The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and each filing of an employee  benefit  plan's annual  report  pursuant to
Section  15(d) of the  Exchange  Act) that is  incorporated  by reference in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered  therein and the offering of such securities
at that time shall be deemed to be initial bona fide offering thereof.

Undertakings required by Item 512(h)of Regulation S-K

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Philadelphia, State of Pennsylvania, on April 5,
2000.

                                      CDI CORP.

                                      By:  /s/ Mitchell Wienick
                                           --------------------
                                          Mitchell Wienick
                                          President, Chief Executive Officer
                                          and Director

                                      By:  /s/ Gregory L. Cowan
                                           --------------------
                                          Gregory L. Cowan
                                          Executive Vice President and
                                          Chief Financial Officer
                                          (Principal Financial and
                                          Accounting Officer)

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and  appoints  Mitchell  Wienick,  Gregory  L.  Cowan and Joseph R.
Seiders, and each of them, as such person's true and lawful attorney-in-fact and
agent,  with full power of substitution  and revocation,  for such person and in
such person's name, place and stead, in any and all capacities,  to sign any and
all  amendments  (including  post-effective  amendments)  to  this  Registration
Statement  on Form S-8 under the  Securities  Act of 1933,  and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully as to all intents and purposes as
such person might or could do in person,  hereby  ratifying and  confirming  all
that said  attorney-in-fact  and agent or his  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue thereof.  Pursuant to the requirements
of the Securities  Act of 1933,  this  Registration  Statement and the foregoing
Power of Attorney  have been signed by the following  persons in the  capacities
and on the date indicated.*

                                           By:  /s/ Walter E. Blankley
                                                --------------------
                                                Walter E. Blankley
                                                Director

                                           Date:   April 5, 2000
By:  /s/ John M. Coleman
                                                --------------------
                                                 John M. Coleman
                                                 Director

                                           Date:   April 5, 2000

                                           By:  /s/ Michael J. Emmi
                                                --------------------
                                                 Michael J. Emmi
                                                 Director

                                           Date:   April 5, 2000

                                           By: /s/ Walter R. Garrison
                                               --------------------
                                                Walter R. Garrison
                                                Director

                                           Date:   April 5, 2000

                                           By:  /s/ Kay Hahn Harrell
                                               --------------------
                                               Kay Hahn Harrell
                                               Director

                                           Date:   April 5, 2000

                                           By:  /s/ Lawrence C. Karlson
                                               --------------------
                                               Lawrence C. Karlson
                                               Director

                                           Date:   April 5, 2000

                                           By:  /s/ Allen M. Levantin
                                               --------------------
                                               Allen M. Levantin
                                               Director

                                           Date:   April 5, 2000
By:  /s/ Alan B. Miller
                                               --------------------
                                               Alan B. Miller
                                               Director

                                           Date:   April 5, 2000

                                           By:  /s/ Barton J. Winokur
                                               --------------------
                                               Barton J. Winokur
                                               Director

                                           Date:   April 5, 2000

* Signatures representing a majority of the
   Registrant's Board of Directors
EXHIBIT INDEX

Exhibit No.    Document

4.1       Articles of  Incorporation of the Registrant,  incorporated  herein by
          reference  to the  Registrant's  report on Form  10-Q for the  quarter
          ended June 30, 1990.  (File No. 1-5519)

4.2       Bylaws of the  Registrant,  incorporated  herein by  reference  to the
          Registrant's  report on Form 10-Q for the quarter  ended June 30, 1990
          (File No. 1-5519)

5.1       Opinion  of Joseph R.  Seiders,  Senior  Vice  President  and  General
          Counsel, CDI Corp.

23.1      Consent of KPMG LLP

23.2      Consent  of Joseph R.  Seiders,  Senior  Vice  President  and  General
          Counsel,  CDI Corp.  (contained in the opinion filed as Exhibit 5.1 to
          this Registration Statement).

24.1      Power of Attorney  (set forth on signature  page of this  Registration
          Statement)