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 15, 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  15, 2004,  the Audit  Committee of the Board of Directors of
Celadon Group, Inc., a Delaware  corporation (the "Company"),  dismissed Ernst &
Young LLP  ("Ernst & Young")  as the  Company's  independent  registered  public
accounting firm, effective immediately.

     The  report  issued  by Ernst & Young  in  connection  with  the  Company's
financial statements for each of its two most recent fiscal years ended June 30,
2004, and June 30, 2003,  did not contain an adverse  opinion or a disclaimer of
opinion,  nor was either such report  qualified  or modified as to  uncertainty,
audit scope, or accounting principles.

     During the Company's two most recent fiscal years ended June 30, 2004,  and
June 30, 2003,  and the  subsequent  interim  period  preceding the dismissal of
Ernst & Young on September 15, 2004, there have been no disagreements with Ernst
& Young on any matter of accounting principles or practices, financial statement
disclosure,  or auditing scope or procedure,  which  disagreement (as defined in
Item  304(a)(1)(iv)  of Regulation  S-K), if not resolved to the satisfaction of
Ernst &  Young,  would  have  caused  Ernst & Young to make a  reference  to the
subject matter of such  disagreement in connection  with its reports,  and there
occurred  no  "reportable  events"  within the meaning of Item  304(a)(1)(v)  of
Regulation S-K.

     The  Company  has  provided  Ernst  & Young  with a copy  of the  foregoing
statements.  A copy of Ernst & Young's  letter to the  Securities  and  Exchange
Commission, dated September 21, 2004, regarding its agreement with the foregoing
statements is attached to this report as Exhibit 16.1.

     Although the Company has not, as of September 21, 2004,  formally engaged a
new  independent  registered  public  accounting  firm, the Audit  Committee has
reached  a  preliminary  understanding  with a "Big  Four"  firm to serve as the
Company's  independent  registered  public  accounting  firm for the fiscal year
ending June 30, 2005. The formal  engagement of this new independent  registered
public accounting firm is subject to that firm's customary new client acceptance
procedures, which are expected to be completed prior to September 30, 2004.

Section 9. Financial Statements and Exhibits

Item 9.01  (c)  Exhibits

           EXHIBIT
           NUMBER                   EXHIBIT DESCRIPTION
           ------   ----------------------------------------------------------
            16.1    Letter of Ernst & Young LLP to the Securities and Exchange
                    Commission, dated September 21, 2004






                                       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 21, 2004            By:   /s/ Stephen Russell
                                        ------------------------------
                                        Stephen Russell
                                        Chairman, Chief Executive Officer, and
                                        President







                                  EXHIBIT INDEX

         EXHIBIT
         NUMBER                    EXHIBIT DESCRIPTION
         ------      ----------------------------------------------------------
          16.1       Letter of Ernst & Young LLP to the Securities and Exchange
                     Commission, dated September 21, 2004