content: UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, D.C. 20549
  
  
  
  FORM 8-K
  
  
  
  CURRENT REPORT 
  
  Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of
  1934
  
  
  
  July 3, 1996
  Date of Report (Date of earliest event reported)
  
  
  
  CELADON GROUP, INC.
  (Exact name of registrant as specified in its charter)
  
  
  Delaware
  (State or other jurisdiction of incorporation or organization)
  
  0-23192
  Commission File Number
  
  13-3276138
  (I.R.S. Employer Identification  Number)
  
  
  
  888 Seventh Avenue, New York, New York  10106
  (Address of Principal Executive Offices) (Zip Code)
  
  
  
  (212) 977-4447
  (Registrant's telephone number, including area code)
  
  
  
  Item 1.  Changes in Control of Registrant.
  
  (a)  On July 3, 1996, pursuant to a stock purchase agreement (the
  "Stock Purchase Agreement") dated that date among Leonard R.
  Bennett, Peter Bennett, Hanseatic Corporation ("Hanseatic") and
  Stephen Russell, individually and as an agent for certain
  individuals, Leonard Bennett sold to Hanseatic and Mr. Russell an
  aggregate of 813,314 shares of common stock, $.033 par value
  ("Common Stock"), of Celadon Group, Inc. (the "Corporation") at a
  price of $9.00 per share, and Peter Bennett sold to Hanseatic an
  additional 40,000 shares of Common Stock at a price of $9.00 per
  share.  Upon the closing under the Stock Purchase Agreement,
  Hanseatic beneficially owned 995,056 shares of Common Stock,
  including 12,121 shares issuable upon exercise of warrants held by
  Hanseatic, or approximately 12.8% of the outstanding shares of
  Common Stock.  Such shares exclude shares beneficially owned by Mr.
  Russell, who is a party to a stockholders agreement with Hanseatic
  as described below.  Paul A. Biddelman, the treasurer of Hanseatic
  and a director of the Corporation, owns an additional 16,166 shares
  of Common Stock issuable upon the exercise of outstanding stock
  options exercisable within 60 days.
  
  Upon the closing under the Stock Purchase Agreement, Mr. Russell
  owned 998,314 shares of Common Stock, including 40,000 shares
  issuable upon the exercise of outstanding stock options exercisable
  within 60 days, or approximately 12.8% of the outstanding shares of
  Common Stock.
  
  According to a Schedule 13D filed with the Securities Exchange
  Commission by Hanseatic, Wolfgang Traber and Paul A. Biddelman,
  jointly, the funds, in the amount of $4,934,826, to purchase from
  Messrs. Bennett an aggregate of 548,314 shares of Common Stock were
  obtained by Hanseatic Americas LDC, a Bahamian limited duration
  company of which the sole managing member is Hansabel Partners,
  L.L.C., a Delaware limited liability company of which Hanseatic is
  the sole managing member, from a combination of working capital and
  a loan facility provided by M.M. Warburg & Co. Luxembourg S.A. 
  According to Mr. Russell, the funds, in the amount of $405,000,
  used by him, individually, to purchase from Leonard Bennett an
  aggregate of 45,000 shares of Common Stock were his personal funds.
  
  In connection with the closing under the Stock Purchase Agreement,
  Hanseatic, the Corporation, Stephen Russell and Leonard Bennett
  amended the stockholders agreement dated as of October 8, 1992
  among them to release Mr. Bennett from his obligations thereunder
  and to provide that, as long as Hanseatic or Mr. Russell each
  beneficially own at least five percent of the outstanding shares of
  Common Stock, the Corporation shall use its best efforts to insure
  that one member of the Corporation's board of directors is a
  designee of Hanseatic and that another member of the Corporation's
  board of directors is a designee of Mr. Russell. In addition, Mr.
  Russell and Hanseatic have agreed to vote all shares of Common
  Stock owned by them in favor of the election of such nominees or,
  upon the death of Mr. Russell, for the designee of the holder of a
  majority of Mr. Russell's shares of Common Stock on the date of
  death.
   
  In addition, simultaneously with the closing under the Stock
  Purchase Agreement, Stephen Russell and Leonard Bennett terminated
  the voting agreement (the "Voting Agreement") dated as of October
  8, 1992 between them.  The Voting Agreement provided that Mr.
  Bennett and Mr. Russell each would vote their shares of Common
  Stock for the other's designee.  
  
  
  (b)  The Corporation does not know of any arrangement the operation
  of which may at a subsequent date result in a change in control of
  the Corporation. 
  
  
  Item 7.  Financial Statements and Exhibits.
  
  (c)  Exhibits.
  
    1.  Text of Press Release, dated July 8, 1996.
  
  <PAGE>
  SIGNATURES
  
  
  Pursuant to the requirements of the Securities Exchange Act of
  1934, Celadon Group, Inc., has duly caused this report to be signed
  on its behalf by the undersigned hereunto duly authorized.
  
  CELADON GROUP, INC.
  
  
  
  By: /s/ Don S. Snyder
  Don S. Snyder
  Executive Vice President and
    Chief Financial Officer
  
  
  Date:  July 18, 1996
  
  
  
  <PAGE>
  Exhibit 1
  
  
  CELADON ANNOUNCES CONCLUSION OF STOCK TRANSACTION
  
  INDIANAPOLIS, INDIANA, July 8, 1996, Celadon Group, Inc. (NASDAQ:
  CLDN) today reported the previously announced changes in holdings
  of certain shareholders has been completed.  Steve Russell,
  Chairman, other members of Celadon management, Hanseatic
  Corporation and two other funds have purchased 813,314 shares of
  Celadon Group, Inc. common stock from Leonard Bennett for $9.00 per
  share.  Mr. Bennett simultaneously resigned as President and a
  Director of the Company and will act as a consultant for the next
  three years.  Additionally, Mr. Bennett has acquired Celadon's
  South American subsidiary, Celsur, for approximately $3.1 million.
  
  Separately, the Company announced that Mr. Ronald S. Roman is
  joining Celadon as Executive Vice President, Fleet Management.  Mr.
  Roman's prior experience includes responsibility for fleet
  management at both North American Van Lines and Pepsico.
  
  Celadon Group is a full truckload company, with facilities in the
  U.S. and Mexico.  Celadon is a leader in truckload movements among
  NAFTA countries.
  
  For information contact Don Snyder at 317-972-7033.
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text: UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, D.C. 20549
  
  FORM 8-K
  
  CURRENT REPORT 
  
  Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of
  1934
  
  July 3, 1996
  Date of Report (Date of earliest event reported)
  
  CELADON GROUP, INC.
  (Exact name of registrant as specified in its charter)
  
  Delaware
  (State or other jurisdiction of incorporation or organization)
  
  0-23192
  Commission File Number
  
  13-3276138
  (I.R.S. Employer Identification  Number)
  
  888 Seventh Avenue, New York, New York  10106
  (Address of Principal Executive Offices) (Zip Code)
  
  (212) 977-4447
  (Registrant's telephone number, including area code)
  
  Item 1.  Changes in Control of Registrant.
  
  (a)  On July 3, 1996, pursuant to a stock purchase agreement (the
  "Stock Purchase Agreement") dated that date among Leonard R.
  Bennett, Peter Bennett, Hanseatic Corporation ("Hanseatic") and
  Stephen Russell, individually and as an agent for certain
  individuals, Leonard Bennett sold to Hanseatic and Mr. Russell an
  aggregate of 813,314 shares of common stock, $.033 par value
  ("Common Stock"), of Celadon Group, Inc. (the "Corporation") at a
  price of $9.00 per share, and Peter Bennett sold to Hanseatic an
  additional 40,000 shares of Common Stock at a price of $9.00 per
  share.  Upon the closing under the Stock Purchase Agreement,
  Hanseatic beneficially owned 995,056 shares of Common Stock,
  including 12,121 shares issuable upon exercise of warrants held by
  Hanseatic, or approximately 12.8% of the outstanding shares of
  Common Stock.  Such shares exclude shares beneficially owned by Mr.
  Russell, who is a party to a stockholders agreement with Hanseatic
  as described below.  Paul A. Biddelman, the treasurer of Hanseatic
  and a director of the Corporation, owns an additional 16,166 shares
  of Common Stock issuable upon the exercise of outstanding stock
  options exercisable within 60 days.
  
  Upon the closing under the Stock Purchase Agreement, Mr. Russell
  owned 998,314 shares of Common Stock, including 40,000 shares
  issuable upon the exercise of outstanding stock options exercisable
  within 60 days, or approximately 12.8% of the outstanding shares of
  Common Stock.
  
  According to a Schedule 13D filed with the Securities Exchange
  Commission by Hanseatic, Wolfgang Traber and Paul A. Biddelman,
  jointly, the funds, in the amount of $4,934,826, to purchase from
  Messrs. Bennett an aggregate of 548,314 shares of Common Stock were
  obtained by Hanseatic Americas LDC, a Bahamian limited duration
  company of which the sole managing member is Hansabel Partners,
  L.L.C., a Delaware limited liability company of which Hanseatic is
  the sole managing member, from a combination of working capital and
  a loan facility provided by M.M. Warburg & Co. Luxembourg S.A. 
  According to Mr. Russell, the funds, in the amount of $405,000,
  used by him, individually, to purchase from Leonard Bennett an
  aggregate of 45,000 shares of Common Stock were his personal funds.
  
  In connection with the closing under the Stock Purchase Agreement,
  Hanseatic, the Corporation, Stephen Russell and Leonard Bennett
  amended the stockholders agreement dated as of October 8, 1992
  among them to release Mr. Bennett from his obligations thereunder
  and to provide that, as long as Hanseatic or Mr. Russell each
  beneficially own at least five percent of the outstanding shares of
  Common Stock, the Corporation shall use its best efforts to insure
  that one member of the Corporation's board of directors is a
  designee of Hanseatic and that another member of the Corporation's
  board of directors is a designee of Mr. Russell. In addition, Mr.
  Russell and Hanseatic have agreed to vote all shares of Common
  Stock owned by them in favor of the election of such nominees or,
  upon the death of Mr. Russell, for the designee of the holder of a
  majority of Mr. Russell's shares of Common Stock on the date of
  death.
   
  In addition, simultaneously with the closing under the Stock
  Purchase Agreement, Stephen Russell and Leonard Bennett terminated
  the voting agreement (the "Voting Agreement") dated as of October
  8, 1992 between them.  The Voting Agreement provided that Mr.
  Bennett and Mr. Russell each would vote their shares of Common
  Stock for the other's designee.  
  
  (b)  The Corporation does not know of any arrangement the operation
  of which may at a subsequent date result in a change in control of
  the Corporation. 
  
  Item 7.  Financial Statements and Exhibits.
  
  (c)  Exhibits.
  
    1.  Text of Press Release, dated July 8, 1996.
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of
  1934, Celadon Group, Inc., has duly caused this report to be signed
  on its behalf by the undersigned hereunto duly authorized.
  
  CELADON GROUP, INC.
  
  By: /s/ Don S. Snyder
  Don S. Snyder
  Executive Vice President and
    Chief Financial Officer
  
  Date:  July 18, 1996
  Exhibit 1
  
  CELADON ANNOUNCES CONCLUSION OF STOCK TRANSACTION
  
  INDIANAPOLIS, INDIANA, July 8, 1996, Celadon Group, Inc. (NASDAQ:
  CLDN) today reported the previously announced changes in holdings
  of certain shareholders has been completed.  Steve Russell,
  Chairman, other members of Celadon management, Hanseatic
  Corporation and two other funds have purchased 813,314 shares of
  Celadon Group, Inc. common stock from Leonard Bennett for $9.00 per
  share.  Mr. Bennett simultaneously resigned as President and a
  Director of the Company and will act as a consultant for the next
  three years.  Additionally, Mr. Bennett has acquired Celadon's
  South American subsidiary, Celsur, for approximately $3.1 million.
  
  Separately, the Company announced that Mr. Ronald S. Roman is
  joining Celadon as Executive Vice President, Fleet Management.  Mr.
  Roman's prior experience includes responsibility for fleet
  management at both North American Van Lines and Pepsico.
  
  Celadon Group is a full truckload company, with facilities in the
  U.S. and Mexico.  Celadon is a leader in truckload movements among
  NAFTA countries.
  
  For information contact Don Snyder at 317-972-7033.