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 20, 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         Transcript of Celadon Group, Inc. Third Quarter
                        Conference Call Held on April 20, 2004

Item 8.   Change in Fiscal Year.

          Not applicable.

Item 9.   Regulation FD Disclosure.

     The  information  contained in Item 12 below is  incorporated  by reference
into this Item 9.

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.
<PAGE>
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  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 (the "Press Release").
On Tuesday,  April 20, 2004, the Company held a conference call (the "Conference
Call") to discuss the Press  Release,  as well as certain other  historical  and
forward-looking financial and statistical information.  A copy of the transcript
of the Conference Call 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  conference  call  transcript  filed  as  Exhibit  99.1 to this  report
contains forward-looking statements within the meaning of the Private Securities
Litigation  Reform Act of 1995. Such  forward-looking  statements are based upon
information  currently  available  to  management  and  management's  perception
thereof as of the date of the Conference  Call.  Actual results of the Company's
operations could materially differ from those forward-looking  statements.  Such
differences  could be caused by a number of factors  including,  but not limited
to,  excess  tractor and trailer  capacity in the trucking  industry;  decreased
demand for our services or loss of one or more of our major  customers;  surplus
inventories;  recessionary  economic cycles and downturns in customers' business
cycles;  strikes,  work slow downs, or work stoppages at our  facilities,  or at
customer, port, or other shipping related facilities; our ability to execute our
strategic plan;  increases in compensation  for and difficulty in attracting and
retaining qualified drivers and independent contractors;  increases in insurance
premiums  and  deductible  amounts;  elevated  experience  in the  frequency  or
severity of claims relating to accident,  cargo, workers' compensation,  health,
and other matters;  increases or rapid  fluctuations in fuel prices,  as well as
fluctuations  in hedging  activities  and surcharge  collection,  the volume and
terms of diesel purchase  commitments,  interest rates,  fuel taxes,  tolls, and
license and registration fees;  fluctuations in foreign currency exchange rates;
increases  in the prices paid for new revenue  equipment;  increases in interest
rates or decreased availability of capital or other sources of financing for our
planned  revenue  equipment  upgrade;  decreases in the resale value of our used
equipment;  seasonal  factors such as harsh  weather  conditions  that  increase
operating costs;  competition from trucking,  rail, and intermodal  competitors;
regulatory  requirements that increase costs or decrease  efficiency,  including
recently  revised  hours-of-service  requirements  for  drivers;  our ability to
identify  acceptable  acquisition  candidates,   consummate  acquisitions,   and
integrate  acquired  operations;  the timing of, and any rules  relating to, the
opening of the border to Mexican  drivers;  the effects of actual or  threatened
military action or terrorist attacks or responses,  including  security measures
that may impede shipping efficiency,  especially at border crossings;  and risks
described  from time to time in reports filed by the Company with the Securities
and  Exchange  Commission.  Readers  should take these  factors  into account in
evaluating any such forward-looking statements.


<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 22, 2004                 By:   /s/ Stephen Russell
                                        ---------------------------------
                                          Stephen Russell, Chairman and
                                          Chief Executive Officer



<PAGE>


                                  EXHIBIT INDEX

      99.1     Transcript of Celadon Group, Inc. Third Quarter Conference Call
               Held on April 20, 2004
[{"type": "8-K", "sequence": "1", "filename": "form8kscript.txt", "description": "CELADON GROUP FORM 8-K CONF CALL SCRIPT", "secsgml_size_bytes": 7223}]
{"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": "04748175"}, "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 20, 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         Transcript of Celadon Group, Inc. Third Quarter
                        Conference Call Held on April 20, 2004

Item 8.   Change in Fiscal Year.

          Not applicable.

Item 9.   Regulation FD Disclosure.

     The  information  contained in Item 12 below is  incorporated  by reference
into this Item 9.

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  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 (the "Press Release").
On Tuesday,  April 20, 2004, the Company held a conference call (the "Conference
Call") to discuss the Press  Release,  as well as certain other  historical  and
forward-looking financial and statistical information.  A copy of the transcript
of the Conference Call 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  conference  call  transcript  filed  as  Exhibit  99.1 to this  report
contains forward-looking statements within the meaning of the Private Securities
Litigation  Reform Act of 1995. Such  forward-looking  statements are based upon
information  currently  available  to  management  and  management's  perception
thereof as of the date of the Conference  Call.  Actual results of the Company's
operations could materially differ from those forward-looking  statements.  Such
differences  could be caused by a number of factors  including,  but not limited
to,  excess  tractor and trailer  capacity in the trucking  industry;  decreased
demand for our services or loss of one or more of our major  customers;  surplus
inventories;  recessionary  economic cycles and downturns in customers' business
cycles;  strikes,  work slow downs, or work stoppages at our  facilities,  or at
customer, port, or other shipping related facilities; our ability to execute our
strategic plan;  increases in compensation  for and difficulty in attracting and
retaining qualified drivers and independent contractors;  increases in insurance
premiums  and  deductible  amounts;  elevated  experience  in the  frequency  or
severity of claims relating to accident,  cargo, workers' compensation,  health,
and other matters;  increases or rapid  fluctuations in fuel prices,  as well as
fluctuations  in hedging  activities  and surcharge  collection,  the volume and
terms of diesel purchase  commitments,  interest rates,  fuel taxes,  tolls, and
license and registration fees;  fluctuations in foreign currency exchange rates;
increases  in the prices paid for new revenue  equipment;  increases in interest
rates or decreased availability of capital or other sources of financing for our
planned  revenue  equipment  upgrade;  decreases in the resale value of our used
equipment;  seasonal  factors such as harsh  weather  conditions  that  increase
operating costs;  competition from trucking,  rail, and intermodal  competitors;
regulatory  requirements that increase costs or decrease  efficiency,  including
recently  revised  hours-of-service  requirements  for  drivers;  our ability to
identify  acceptable  acquisition  candidates,   consummate  acquisitions,   and
integrate  acquired  operations;  the timing of, and any rules  relating to, the
opening of the border to Mexican  drivers;  the effects of actual or  threatened
military action or terrorist attacks or responses,  including  security measures
that may impede shipping efficiency,  especially at border crossings;  and risks
described  from time to time in reports filed by the Company with the Securities
and  Exchange  Commission.  Readers  should take these  factors  into account in
evaluating any such forward-looking statements.
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 22, 2004                 By:   /s/ Stephen Russell
                                        ---------------------------------
                                          Stephen Russell, Chairman and
                                          Chief Executive Officer
EXHIBIT INDEX

      99.1     Transcript of Celadon Group, Inc. Third Quarter Conference Call
               Held on April 20, 2004