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):
                               September 24, 2004

     ______________________________________________________________________


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



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


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


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



Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



<PAGE>


Section 4. Matters Related to Accountants and Financial Statements

Item 4.01  Changes in Registrant's Certifying Accountant

     On  September  24, 2004,  the Audit  Committee of the Board of Directors of
Celadon Group,  Inc., a Delaware  corporation (the "Company"),  engaged KPMG LLP
("KPMG") as the Company's independent  registered public accounting firm for the
fiscal year ending June 30, 2005.  The Audit  Committee  selected KPMG for their
expertise and knowledge serving public truckload companies.

     During the  Company's  two most recent fiscal years ended June 30, 2004 and
June  30,  2003,  and the  subsequent  interim  period  through  the date of the
Company's  engagement  of KPMG on September  24,  2004,  neither the Company nor
anyone on its behalf  consulted with KPMG regarding any of the matters or events
set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.






                                       2
<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: September 24, 2004            By: /s/ Stephen Russell
                                       ----------------------------------------
                                        Stephen Russell
                                        Chairman, Chief Executive Officer, and
                                        President
[{"type": "8-K", "sequence": "1", "filename": "cldnform8-k.txt", "description": "CELADON FORM 8-K RE KPMG", "secsgml_size_bytes": 3354}]
{"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": "041045751"}, "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):
                               September 24, 2004

     ______________________________________________________________________

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

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

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

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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))
Section 4. Matters Related to Accountants and Financial Statements

Item 4.01  Changes in Registrant's Certifying Accountant

     On  September  24, 2004,  the Audit  Committee of the Board of Directors of
Celadon Group,  Inc., a Delaware  corporation (the "Company"),  engaged KPMG LLP
("KPMG") as the Company's independent  registered public accounting firm for the
fiscal year ending June 30, 2005.  The Audit  Committee  selected KPMG for their
expertise and knowledge serving public truckload companies.

     During the  Company's  two most recent fiscal years ended June 30, 2004 and
June  30,  2003,  and the  subsequent  interim  period  through  the date of the
Company's  engagement  of KPMG on September  24,  2004,  neither the Company nor
anyone on its behalf  consulted with KPMG regarding any of the matters or events
set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

                                       2
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: September 24, 2004            By: /s/ Stephen Russell
                                       ----------------------------------------
                                        Stephen Russell
                                        Chairman, Chief Executive Officer, and
                                        President