Registration No.333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                            ------------------------

                     CONSOLIDATED DELIVERY & LOGISTICS, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                       22-3350958
  (State or other jurisdiction                        (I.R.S. employer
   of incorporation or organization)                identification number)

    Mack Centre IV, 61 South Paramus Road,  Paramus,  New Jersey  07652 
         (Address of  principal  executive offices; zip code)
                           ------------------------

       Consolidated Delivery & Logistics, Inc. 1995 Stock Option Plan for
                           Independent Directors
                         (Full title of the plan)

                                   John Mattei
                              Chairman of the Board
                     Consolidated Delivery & Logistics, Inc.
        Mack Centre IV, 61 South Paramus Road, Paramus, New Jersey 07652
                                 (201) 291-1900
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                             John D. Hogoboom, Esq.
                Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A.
                              65 Livingston Avenue
                           Roseland, New Jersey 07068
                                 (201) 992-8700
                            ------------------------

<TABLE>
<CAPTION>

                         Calculation of Registration Fee
- ----------------------------------------------------------------------------------------------------------------
<S>                           <C>               <C>                       <C>                    <C>   
                                                       Proposed                Proposed
Title of Securities           Amount to be      Maximum Offering          Maximum Aggregate         Amount of
to be Registered               Registered          Price per Share (2)    Offering Price (2)     Registration Fee
================================================================================================================
Common Stock, par
value $.001 per share       100,000 shares (1)            $8.25                $825,000               $285
================================================================================================================
</TABLE>

     (1) Plus such additional shares of Common Stock as may be issuable pursuant
to the anti-dilution  provisions of the Consolidated Delivery & Logistics,  Inc.
1995 Stock Option Plan for Independent  Directors.

     (2) Estimated  solely for the purpose of calculating the  registration  fee
pursuant  to Rule 457(c) and (h) of the  Securities  Act of 1933 on the basis of
the average of the high and low sale  prices for a share of Common  Stock on the
NASDAQ Stock Market's National Market on May 6, 1996.

================================================================================
<PAGE>


           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

         The following  documents  filed by  Consolidated  Delivery & Logistics,
Inc.  (the  "Company")   with  the  Securities  and  Exchange   Commission  (the
"Commission") are incorporated by reference in this registration statement:

     (i) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December 31, 1995 (File No. 0-26954); and

     (ii) The  description  of the Company's  Common Stock,  par value $.001 per
share,  contained in the Company's  Registration Statement on Form 8-A (File No.
0-26954),  including  any  amendment or report filed for the purpose of updating
such information.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended (the "Exchange  Act"),  after the date of this  Registration
Statement  and  prior  to the  filing  of a  post-effective  amendment  to  this
Registration  Statement which indicates that all securities  offered hereby have
been sold or which  deregisters  all securities  then remaining  unsold shall be
deemed to be incorporated by reference into this  Registration  Statement and to
be a part hereof from their respective dates of filing (such documents,  and the
documents  enumerated  above,  being  hereinafter  referred to as  "Incorporated
Documents").  Any  statement  contained in any  Incorporated  Document  shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Article  Seventh  of  the  Company's  Second  Restated  Certificate  of
Incorporation  provides that the Company shall, to the fullest extent  permitted
by Section  145 of the  General  Corporation  Law of the State of  Delaware,  as
amended from time to time,  indemnify  all directors and officers of the Company
whom it may indemnify pursuant thereto.

         Section  145 of the  General  Corporation  Law of the State of Delaware
permits  a  corporation,   under  specified  circumstances,   to  indemnify  its
directors,  officers, employees or agents against expenses (including attorney's
fees), judgments,  fines and amounts paid in settlements actually and reasonably
incurred by them in connection  with any action,  suit or proceeding  brought by
third parties by reason of the fact that they were or are  directors,  officers,
employees or agents of the corporation, if such directors,  officers,  employees
or agents acted in good faith and in a manner they reasonably  believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal  action or  proceeding,  had no reason to  believe  their  conduct  was
unlawful.  In a  derivative  action,  i.e.,  one  by  or in  the  right  of  the
corporation,  indemnification  may  be  made  only  for  expenses  actually  and
reasonably  incurred by directors,  officers,  employees or agents in connection
with the defense or settlement of an action or suit,  and only with respect to a
matter as to which they  shall  have  acted in good  faith and in a manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except that no indemnification  shall be made if such person shall
have been judged  liable to the  corporation  unless and only to the extent that
the  court  in which  the  action  or suit  was  brought  shall  determine  upon
application  that the  defendant  directors,  officers,  employees or agents are
fairly and  reasonably  entitled to  indemnity  for such  expenses  despite such
adjudication of liability.

         Article  Eighth  of  the  Company's  Second  Restated   Certificate  of
Incorporation  provides  that the  Company's  directors  will not be  personally
liable to the Company or its stockholders  for monetary  damages  resulting from
breaches of their  fiduciary  duty as director  except (a) for any breach of the
duty of loyalty to the Company or its  stockholders,  (b) for acts or  omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law,  (c) under  Section 174 of the General  Corporation  Law of the State of
Delaware,  which makes directors liable for unlawful dividends or unlawful stock
repurchases or redemptions or (d) for  transactions  from which directors derive
improper personal benefit.

         The Company  maintains  directors'  and officers'  liability  insurance
which  insures its  directors and officers and the directors and officers of its
subsidiaries against certain liabilities in certain circumstances.  In addition,
the Company  intends to enter into  indemnification  agreements with each of its
directors and executive  officers  under which the person who is a party thereto
is  entitled  to   indemnification   and  advancement  of  expenses  in  certain
circumstances.

Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The Exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.

Item 9.  Undertakings

         (a)  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 acts 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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective 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  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Section 15(d) of the Exchange Act 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.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  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 the initial bona
fide offering thereof.

         (c)  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  Commission  such
indemnification  is against public policy as expressed in the Securities Act 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  Securities  Act and will be  governed by the final
adjudication of such issue.



<PAGE>


                                   SIGNATURES

         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 Borough of Paramus, State of New Jersey, on May 7, 1996.


                                    CONSOLIDATED DELIVERY & LOGISTICS, INC.



                                    By:  /s/ John Mattei
                                         ________________
                                             John Mattei, Chairman of the Board
                                             and Chief Executive Officer

         Pursuant  to the  requirement  of the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated on May 7, 1996. Each of the undersigned hereby constitutes
and appoints  John Mattei,  William T. Brannan and Joseph G. Wojak,  and each of
them,  his true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution  and  resubstitution,  for him and in his 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  relating  to  the
Consolidated  Delivery & Logistics,  Inc. 1995 Stock Option Plan for Independent
Directors  and to file the same,  together  with all exhibits  thereto and other
documents in connection  therewith,  with the Securities and Exchange Commission
and such other state and federal  government  commissions and agencies as may be
necessary or advisable,  granting unto said  attorneys-in-fact  and agents,  and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming  all that  said  attorneys-in-fact  and  agents or any of them or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

          Signature                                 Capacity

  /s/ John Mattei
_________________________   Chairman of the Board, Chief Executive Officer
      John Mattei           (Principal Executive Officer) and Director

  /s/ William T. Brannan
________________________    President, Chief Operating Officer and Director
       William T. Brannan

  /s/ Joseph G. Wojak
__________________________  Executive Vice President, Chief Financial Officer
      Joseph G. Wojak       (Principal Financial and Accounting Officer), 
                            Secretary and Director

  /s/ William Beaury
__________________________  Vice Chairman and Director
      William Beaury

  /s/ Vincent Brana
__________________________  Director
      Vincent Brana

  /s/ Michael Brooks
__________________________  Director
      Michael Brooks

  /s/ Juan Camandona
__________________________  Director
     Juan Camandona

  /s/ Curtis Hight
__________________________  Director
      Curtis Hight

  /s/ Howard E. Kronick
__________________________  Director
      Howard E. Kronick

  /s/ Labe Leibowitz
__________________________  Director
      Labe Leibowitz

  /s/ Thomas LoPresti
__________________________  Director
      Thomas LoPresti

  /s/ David Mathia
__________________________  Director
      David Mathia

  /s/ Philip Snyder
__________________________  Director
      Philip Snyder

  /s/ Robert Wyatt
__________________________  Director
      Robert Wyatt


__________________________  Director
      Stephen J. Zrowka


  /s/ William M. Kearns, Jr.
__________________________  Director
      William M. Kearns, Jr.


  /s/ Kenneth W. Tunnell
__________________________  Director
      Kenneth W. Tunnell


  /s/ Albert W. VanNess, Jr.
__________________________   Director
      Albert W. Van Ness, Jr.


<PAGE>


                                  EXHIBIT INDEX


  Exhibit
  Number                    Description                             Page No.

     4.1  Second Restated Certificate of Incorporation of Consolidated  Delivery
          & Logistics,  Inc. (filed as Exhibit 3.1 to the Company's Registration
          Statement on Form S-1 (File No. 33-97008) and incorporated herein by
          reference).

    4.2  Amended and Restated By-laws of Consolidated Delivery & Logistics,Inc.
         (filed as Exhibit 3.2 to the Company's Registration Statement on Form 
         S-1 (File No. 33-97008) and incorporated herein by reference).  

     5.1  Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A.*      10

     23.1 Consent of Arthur Andersen LLP.*                                  11

     23.2 Consent of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A. 
          (contained in Exhibit 5.1).

     25.1 Power  of  Attorney   (contained  in  the  signature  pages  to  this
          registration statement).

     99.1 Consolidated  Delivery & Logistics,  Inc.  1995 Stock Option Plan for
          Independent  Directors  (filed  as  Exhibit  10.2  to  the  Company's
          Registration   Statement   on  Form  S-1 (File  No.   33-97008)   and
          incorporated herein by reference).

- -------------------------
* Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 CONSOLIDATED", "secsgml_size_bytes": 19062}]
{"company-data": {"conformed-name": "CONSOLIDATED DELIVERY & LOGISTICS INC", "cik": "0001000779", "assigned-sic": "4213", "irs-number": "223350958", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03321", "film-number": "96558103"}, "business-address": {"street1": "61 S PARAMUS RD", "city": "PARAMUS", "state": "NJ", "zip": "07652", "phone": "2012911900"}, "mail-address": {"street1": "61 S PARAMUS RD", "city": "PARAMUS", "state": "NJ", "zip": "07652"}}
Registration No.333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                            ------------------------

                     CONSOLIDATED DELIVERY & LOGISTICS, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                       22-3350958
  (State or other jurisdiction                        (I.R.S. employer
   of incorporation or organization)                identification number)

    Mack Centre IV, 61 South Paramus Road,  Paramus,  New Jersey  07652 
         (Address of  principal  executive offices; zip code)
                           ------------------------

       Consolidated Delivery & Logistics, Inc. 1995 Stock Option Plan for
                           Independent Directors
                         (Full title of the plan)

                                   John Mattei
                              Chairman of the Board
                     Consolidated Delivery & Logistics, Inc.
        Mack Centre IV, 61 South Paramus Road, Paramus, New Jersey 07652
                                 (201) 291-1900
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                             John D. Hogoboom, Esq.
                Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A.
                              65 Livingston Avenue
                           Roseland, New Jersey 07068
                                 (201) 992-8700
                            ------------------------
Calculation of Registration Fee
- ----------------------------------------------------------------------------------------------------------------
Proposed                Proposed
Title of Securities           Amount to be      Maximum Offering          Maximum Aggregate         Amount of
to be Registered               Registered          Price per Share (2)    Offering Price (2)     Registration Fee
================================================================================================================
Common Stock, par
value $.001 per share       100,000 shares (1)            $8.25                $825,000               $285
================================================================================================================
(1) Plus such additional shares of Common Stock as may be issuable pursuant
to the anti-dilution  provisions of the Consolidated Delivery & Logistics,  Inc.
1995 Stock Option Plan for Independent  Directors.

     (2) Estimated  solely for the purpose of calculating the  registration  fee
pursuant  to Rule 457(c) and (h) of the  Securities  Act of 1933 on the basis of
the average of the high and low sale  prices for a share of Common  Stock on the
NASDAQ Stock Market's National Market on May 6, 1996.

================================================================================
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

         The following  documents  filed by  Consolidated  Delivery & Logistics,
Inc.  (the  "Company")   with  the  Securities  and  Exchange   Commission  (the
"Commission") are incorporated by reference in this registration statement:

     (i) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December 31, 1995 (File No. 0-26954); and

     (ii) The  description  of the Company's  Common Stock,  par value $.001 per
share,  contained in the Company's  Registration Statement on Form 8-A (File No.
0-26954),  including  any  amendment or report filed for the purpose of updating
such information.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended (the "Exchange  Act"),  after the date of this  Registration
Statement  and  prior  to the  filing  of a  post-effective  amendment  to  this
Registration  Statement which indicates that all securities  offered hereby have
been sold or which  deregisters  all securities  then remaining  unsold shall be
deemed to be incorporated by reference into this  Registration  Statement and to
be a part hereof from their respective dates of filing (such documents,  and the
documents  enumerated  above,  being  hereinafter  referred to as  "Incorporated
Documents").  Any  statement  contained in any  Incorporated  Document  shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Article  Seventh  of  the  Company's  Second  Restated  Certificate  of
Incorporation  provides that the Company shall, to the fullest extent  permitted
by Section  145 of the  General  Corporation  Law of the State of  Delaware,  as
amended from time to time,  indemnify  all directors and officers of the Company
whom it may indemnify pursuant thereto.

         Section  145 of the  General  Corporation  Law of the State of Delaware
permits  a  corporation,   under  specified  circumstances,   to  indemnify  its
directors,  officers, employees or agents against expenses (including attorney's
fees), judgments,  fines and amounts paid in settlements actually and reasonably
incurred by them in connection  with any action,  suit or proceeding  brought by
third parties by reason of the fact that they were or are  directors,  officers,
employees or agents of the corporation, if such directors,  officers,  employees
or agents acted in good faith and in a manner they reasonably  believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal  action or  proceeding,  had no reason to  believe  their  conduct  was
unlawful.  In a  derivative  action,  i.e.,  one  by  or in  the  right  of  the
corporation,  indemnification  may  be  made  only  for  expenses  actually  and
reasonably  incurred by directors,  officers,  employees or agents in connection
with the defense or settlement of an action or suit,  and only with respect to a
matter as to which they  shall  have  acted in good  faith and in a manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except that no indemnification  shall be made if such person shall
have been judged  liable to the  corporation  unless and only to the extent that
the  court  in which  the  action  or suit  was  brought  shall  determine  upon
application  that the  defendant  directors,  officers,  employees or agents are
fairly and  reasonably  entitled to  indemnity  for such  expenses  despite such
adjudication of liability.

         Article  Eighth  of  the  Company's  Second  Restated   Certificate  of
Incorporation  provides  that the  Company's  directors  will not be  personally
liable to the Company or its stockholders  for monetary  damages  resulting from
breaches of their  fiduciary  duty as director  except (a) for any breach of the
duty of loyalty to the Company or its  stockholders,  (b) for acts or  omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law,  (c) under  Section 174 of the General  Corporation  Law of the State of
Delaware,  which makes directors liable for unlawful dividends or unlawful stock
repurchases or redemptions or (d) for  transactions  from which directors derive
improper personal benefit.

         The Company  maintains  directors'  and officers'  liability  insurance
which  insures its  directors and officers and the directors and officers of its
subsidiaries against certain liabilities in certain circumstances.  In addition,
the Company  intends to enter into  indemnification  agreements with each of its
directors and executive  officers  under which the person who is a party thereto
is  entitled  to   indemnification   and  advancement  of  expenses  in  certain
circumstances.

Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The Exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.

Item 9.  Undertakings

         (a)  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 acts 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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective 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  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Section 15(d) of the Exchange Act 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.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  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 the initial bona
fide offering thereof.

         (c)  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  Commission  such
indemnification  is against public policy as expressed in the Securities Act 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  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

         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 Borough of Paramus, State of New Jersey, on May 7, 1996.

                                    CONSOLIDATED DELIVERY & LOGISTICS, INC.

                                    By:  /s/ John Mattei
                                         ________________
                                             John Mattei, Chairman of the Board
                                             and Chief Executive Officer

         Pursuant  to the  requirement  of the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated on May 7, 1996. Each of the undersigned hereby constitutes
and appoints  John Mattei,  William T. Brannan and Joseph G. Wojak,  and each of
them,  his true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution  and  resubstitution,  for him and in his 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  relating  to  the
Consolidated  Delivery & Logistics,  Inc. 1995 Stock Option Plan for Independent
Directors  and to file the same,  together  with all exhibits  thereto and other
documents in connection  therewith,  with the Securities and Exchange Commission
and such other state and federal  government  commissions and agencies as may be
necessary or advisable,  granting unto said  attorneys-in-fact  and agents,  and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming  all that  said  attorneys-in-fact  and  agents or any of them or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

          Signature                                 Capacity

  /s/ John Mattei
_________________________   Chairman of the Board, Chief Executive Officer
      John Mattei           (Principal Executive Officer) and Director

  /s/ William T. Brannan
________________________    President, Chief Operating Officer and Director
       William T. Brannan

  /s/ Joseph G. Wojak
__________________________  Executive Vice President, Chief Financial Officer
      Joseph G. Wojak       (Principal Financial and Accounting Officer), 
                            Secretary and Director

  /s/ William Beaury
__________________________  Vice Chairman and Director
      William Beaury

  /s/ Vincent Brana
__________________________  Director
      Vincent Brana

  /s/ Michael Brooks
__________________________  Director
      Michael Brooks

  /s/ Juan Camandona
__________________________  Director
     Juan Camandona

  /s/ Curtis Hight
__________________________  Director
      Curtis Hight

  /s/ Howard E. Kronick
__________________________  Director
      Howard E. Kronick

  /s/ Labe Leibowitz
__________________________  Director
      Labe Leibowitz

  /s/ Thomas LoPresti
__________________________  Director
      Thomas LoPresti

  /s/ David Mathia
__________________________  Director
      David Mathia

  /s/ Philip Snyder
__________________________  Director
      Philip Snyder

  /s/ Robert Wyatt
__________________________  Director
      Robert Wyatt

__________________________  Director
      Stephen J. Zrowka

  /s/ William M. Kearns, Jr.
__________________________  Director
      William M. Kearns, Jr.

  /s/ Kenneth W. Tunnell
__________________________  Director
      Kenneth W. Tunnell

  /s/ Albert W. VanNess, Jr.
__________________________   Director
      Albert W. Van Ness, Jr.
EXHIBIT INDEX

  Exhibit
  Number                    Description                             Page No.

     4.1  Second Restated Certificate of Incorporation of Consolidated  Delivery
          & Logistics,  Inc. (filed as Exhibit 3.1 to the Company's Registration
          Statement on Form S-1 (File No. 33-97008) and incorporated herein by
          reference).

    4.2  Amended and Restated By-laws of Consolidated Delivery & Logistics,Inc.
         (filed as Exhibit 3.2 to the Company's Registration Statement on Form 
         S-1 (File No. 33-97008) and incorporated herein by reference).  

     5.1  Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A.*      10

     23.1 Consent of Arthur Andersen LLP.*                                  11

     23.2 Consent of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A. 
          (contained in Exhibit 5.1).

     25.1 Power  of  Attorney   (contained  in  the  signature  pages  to  this
          registration statement).

     99.1 Consolidated  Delivery & Logistics,  Inc.  1995 Stock Option Plan for
          Independent  Directors  (filed  as  Exhibit  10.2  to  the  Company's
          Registration   Statement   on  Form  S-1 (File  No.   33-97008)   and
          incorporated herein by reference).

- -------------------------
* Filed herewith.