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 19, 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 third fiscal
                       quarter financial and operating results

Item 8.     Change in Fiscal Year.

            Not applicable.

Item 9.     Regulation FD Disclosure.

            Not applicable.

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

            Not applicable.



<PAGE>

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

            Not applicable.

Item 12.    Results of Operations and Financial Condition.

     On Monday, April 19, 2004, Celadon Group, Inc., a Delaware corporation (the
"Company"),  issued  a  press  release  (the  "Press  Release")  announcing  its
financial  and  operating  results for the three and nine months ended March 31,
2004,  the third  fiscal  quarter of the  Company's  fiscal year ending June 30,
2004. A copy of the Press Release is attached to this report as Exhibit 99.1.

     The  information  contained in this report and the exhibit hereto shall not
be deemed "filed" for purposes of Section 18 of the  Securities  Exchange Act of
1934,  as amended (the  "Exchange  Act"),  or  incorporated  by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.

     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 Annual Report on Form
10-K  and  other  filings  with  the  Securities  and  Exchange  Commission  for
information concerning risks,  uncertainties,  and other factors that may affect
future results.



<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 19, 2004                  By:  /s/ Stephen Russell
                                          ------------------------------
                                          Stephen Russell, Chairman and
                                          Chief Executive Officer



<PAGE>
                                  EXHIBIT INDEX

    99.1      Celadon Group, Inc. press release announcing third fiscal quarter
              financial and operating results
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{"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": "04741524"}, "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 19, 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 third fiscal
                       quarter financial and operating results

Item 8.     Change in Fiscal Year.

            Not applicable.

Item 9.     Regulation FD Disclosure.

            Not applicable.

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.

     On Monday, April 19, 2004, Celadon Group, Inc., a Delaware corporation (the
"Company"),  issued  a  press  release  (the  "Press  Release")  announcing  its
financial  and  operating  results for the three and nine months ended March 31,
2004,  the third  fiscal  quarter of the  Company's  fiscal year ending June 30,
2004. A copy of the Press Release is attached to this report as Exhibit 99.1.

     The  information  contained in this report and the exhibit hereto shall not
be deemed "filed" for purposes of Section 18 of the  Securities  Exchange Act of
1934,  as amended (the  "Exchange  Act"),  or  incorporated  by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.

     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 Annual Report on Form
10-K  and  other  filings  with  the  Securities  and  Exchange  Commission  for
information concerning risks,  uncertainties,  and other factors that may affect
future results.
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 19, 2004                  By:  /s/ Stephen Russell
                                          ------------------------------
                                          Stephen Russell, Chairman and
                                          Chief Executive Officer
EXHIBIT INDEX

    99.1      Celadon Group, Inc. press release announcing third fiscal quarter
              financial and operating results