FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* VELOCITY EXPRESS CORP (Last) (First) (Middle) ONE MORNINGSIDE DRIVE NORTH BUILDING B, SUITE 300 (Street) WESTPORT CT 06880 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/03/2006	3. Issuer Name and Ticker or Trading Symbol CD&L INC [ CDV ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9,036,261	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

On July 3, 2006, the reporting person entered into purchase agreements to buy Series A preferred stock, common stock, warrants and Series A debentures of the issuer. In particular, the reporting person acquired (a) 393,701 shares of Series A preferred stock (with each share of preferred stock convertible into 10 shares of common stock) for an aggregate purchase price of $9,448,827, (b) 656,168 shares of common stock for a purchase price of $1,968,504, (c) warrants for the purchase of 506,250 shares of common stock (with an exercise price of $0.01 per share) for an aggregate purchase price of $1,211,625, and (d) $3,937,008 of Series A debentures (with a conversion price of $1.00 per share) for an aggregate purchase price of $12,795,276. Simultaneously with the closings under the foregoing purchase agreements, the reporting person (a) converted its Series A preferred stock into an aggregate of 3,937,010 shares of common stock, (b) exercised its warrants on a cashless basis for an aggregate of 506,075 shares of common stock, and (c) converted its Series A debentures into an aggregate of 3,937,008 shares of common stock. As a result, the reporting person came to own 9,036,261 shares of common stock of the issuer on July 3, 2006.

	/s/ Edward W. Stone, Chief Financial Officer	07/13/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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