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

                Date of Report (Date of earliest event reported):
                                 April 29, 2004

    ________________________________________________________________________


                               CELADON GROUP, INC.
             (Exact name of registrant as specified in its charter)



        Delaware                       000-23192               13-3361050
(State or other jurisdiction    (Commission File Number)    (I.R.S. Employer
    of incorporation)                                       Identification No.)




             One Celadon Drive, Indianapolis, IN          46235
           (Address of principal executive offices)    (Zip Code)




               Registrant's telephone number, including area code:
                                 (317) 972-7000




                                 Not applicable
          (Former name or former address, if changed since last report)






<PAGE>
Item 1.    Changes in Control of Registrant.

           Not applicable.

Item 2.    Acquisition or Disposition of Assets.

           Not applicable.

Item 3.    Bankruptcy or Receivership.

           Not applicable.

Item 4.    Changes in Registrant's Certifying Accountant.

           Not applicable.

Item 5.    Other Events and Regulation FD Disclosure.

           Not applicable.

Item 6.    Resignations of Registrant's Directors.

           Not applicable.

Item 7.    Financial Statements and Exhibits.

           (c) Exhibits.

           EXHIBIT
           NUMBER                EXHIBIT TITLE
-------------------------------------------------------------------------------
            99.1         Celadon Group, Inc. press release announcing filing of
                         registration statement

Item 8.    Change in Fiscal Year.

           Not applicable.

Item 9.    Regulation FD Disclosure.

     On Thursday,  April 29, 2004, Celadon Group,  Inc., a Delaware  corporation
(the  "Company"),  issued a press release (the "Press  Release")  announcing the
filing of a registration statement.  The registration statement covers the offer
of up to 2,691,000  shares of the  Company's  common  stock,  including  351,000
shares subject to an over-allotment option in favor of the underwriters.  Of the
shares covered by the filing, 100,000 shares will be offered by Stephen Russell,
the Company's  Chairman,  CEO, and  President,  20,000 shares will be offered by
Paul Will, the Company's  Executive Vice President and Chief Financial  Officer,
and 20,000 shares will be offered by Michael Miller, a long-time director of the
Company.  Shares  subject to the  over-allotment  option,  if  exercised  by the
underwriters, will be sold by the Company.

<PAGE>
     A registration statement relating to the securities has been filed with the
Securities  and  Exchange  Commission,  but has not yet  become  effective.  The
securities  may not be sold nor may offers to buy be accepted  prior to the time
the registration  statement becomes  effective.  Neither this Current Report nor
the Press  Release  attached as an exhibit  hereto shall  constitute an offer to
sell or the  solicitation of an offer to buy, nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation,  or sale would
be unlawful prior to registration or qualification  under the securities laws of
such jurisdiction. When available, copies of the preliminary prospectus relating
to the  offering  may be obtained  from the  offices of Legg Mason Wood  Walker,
Incorporated, 100 Light Street, Baltimore, Maryland 21202.

     The  information  in  this  report  and  the  exhibit  hereto  may  contain
"forward-looking   statements"   that  are  made  pursuant  to  the  safe-harbor
provisions of the Private Securities Litigation Reform Act of 1995 and otherwise
may be  protected.  Such  statements  are made based on the current  beliefs and
expectations  of the Company's  management and are subject to significant  risks
and uncertainties. Actual events or results may differ from those anticipated by
forward-looking statements. Please refer to the Company's Registration Statement
on Form S-3 and other filings with the  Securities  and Exchange  Commission for
information concerning risks,  uncertainties,  and other factors that may affect
future results.

Item 10.   Amendments to the Registrant's Code of Ethics, or Waiver of a
           Provision of the Code of Ethics.

           Not applicable.

Item 11.   Temporary Suspension of Trading Under Registrant's Employee
           Benefit Plans.

           Not applicable.

Item 12.   Results of Operations and Financial Condition.

           Not applicable.




<PAGE>


                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                     CELADON GROUP, INC.


Date: April 29, 2004                 By: /s/ Stephen Russell
                                        --------------------------------
                                         Stephen Russell, Chairman and
                                         Chief Executive Officer



<PAGE>

                                  EXHIBIT INDEX

        99.1        Celadon Group, Inc. press release announcing filing of
                    registration statement
[{"type": "8-K", "sequence": "1", "filename": "cldnform8k.txt", "description": "CELADON FORM 8-K (REGISTRATION STMT) APRIL 2004", "secsgml_size_bytes": 5833}]
{"company-data": {"conformed-name": "CELADON GROUP INC", "cik": "0000865941", "assigned-sic": "4213", "irs-number": "133361050", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23192", "film-number": "04764457"}, "business-address": {"street1": "ONE CELADON DR", "city": "INDIANAPOLIS", "state": "IN", "zip": "46236-4207", "phone": "2129774447"}, "mail-address": {"street1": "ONE CELADON DRIVE", "city": "INDIIANAPOLIS", "state": "IN", "zip": "46236-4207"}}
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

                Date of Report (Date of earliest event reported):
                                 April 29, 2004

    ________________________________________________________________________

                               CELADON GROUP, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                       000-23192               13-3361050
(State or other jurisdiction    (Commission File Number)    (I.R.S. Employer
    of incorporation)                                       Identification No.)

             One Celadon Drive, Indianapolis, IN          46235
           (Address of principal executive offices)    (Zip Code)

               Registrant's telephone number, including area code:
                                 (317) 972-7000

                                 Not applicable
          (Former name or former address, if changed since last report)
Item 1.    Changes in Control of Registrant.

           Not applicable.

Item 2.    Acquisition or Disposition of Assets.

           Not applicable.

Item 3.    Bankruptcy or Receivership.

           Not applicable.

Item 4.    Changes in Registrant's Certifying Accountant.

           Not applicable.

Item 5.    Other Events and Regulation FD Disclosure.

           Not applicable.

Item 6.    Resignations of Registrant's Directors.

           Not applicable.

Item 7.    Financial Statements and Exhibits.

           (c) Exhibits.

           EXHIBIT
           NUMBER                EXHIBIT TITLE
-------------------------------------------------------------------------------
            99.1         Celadon Group, Inc. press release announcing filing of
                         registration statement

Item 8.    Change in Fiscal Year.

           Not applicable.

Item 9.    Regulation FD Disclosure.

     On Thursday,  April 29, 2004, Celadon Group,  Inc., a Delaware  corporation
(the  "Company"),  issued a press release (the "Press  Release")  announcing the
filing of a registration statement.  The registration statement covers the offer
of up to 2,691,000  shares of the  Company's  common  stock,  including  351,000
shares subject to an over-allotment option in favor of the underwriters.  Of the
shares covered by the filing, 100,000 shares will be offered by Stephen Russell,
the Company's  Chairman,  CEO, and  President,  20,000 shares will be offered by
Paul Will, the Company's  Executive Vice President and Chief Financial  Officer,
and 20,000 shares will be offered by Michael Miller, a long-time director of the
Company.  Shares  subject to the  over-allotment  option,  if  exercised  by the
underwriters, will be sold by the Company.
A registration statement relating to the securities has been filed with the
Securities  and  Exchange  Commission,  but has not yet  become  effective.  The
securities  may not be sold nor may offers to buy be accepted  prior to the time
the registration  statement becomes  effective.  Neither this Current Report nor
the Press  Release  attached as an exhibit  hereto shall  constitute an offer to
sell or the  solicitation of an offer to buy, nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation,  or sale would
be unlawful prior to registration or qualification  under the securities laws of
such jurisdiction. When available, copies of the preliminary prospectus relating
to the  offering  may be obtained  from the  offices of Legg Mason Wood  Walker,
Incorporated, 100 Light Street, Baltimore, Maryland 21202.

     The  information  in  this  report  and  the  exhibit  hereto  may  contain
"forward-looking   statements"   that  are  made  pursuant  to  the  safe-harbor
provisions of the Private Securities Litigation Reform Act of 1995 and otherwise
may be  protected.  Such  statements  are made based on the current  beliefs and
expectations  of the Company's  management and are subject to significant  risks
and uncertainties. Actual events or results may differ from those anticipated by
forward-looking statements. Please refer to the Company's Registration Statement
on Form S-3 and other filings with the  Securities  and Exchange  Commission for
information concerning risks,  uncertainties,  and other factors that may affect
future results.

Item 10.   Amendments to the Registrant's Code of Ethics, or Waiver of a
           Provision of the Code of Ethics.

           Not applicable.

Item 11.   Temporary Suspension of Trading Under Registrant's Employee
           Benefit Plans.

           Not applicable.

Item 12.   Results of Operations and Financial Condition.

           Not applicable.
SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                     CELADON GROUP, INC.

Date: April 29, 2004                 By: /s/ Stephen Russell
                                        --------------------------------
                                         Stephen Russell, Chairman and
                                         Chief Executive Officer
EXHIBIT INDEX

        99.1        Celadon Group, Inc. press release announcing filing of
                    registration statement