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):
                                October 25, 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))






Item 2.02. Results of Operations and Financial Condition.

          On  Monday,   October  25,  2004,  Celadon  Group,  Inc.,  a  Delaware
          corporation  (the  "Company"),  issued a press release  announcing its
          financial  and  operating  results for the first quarter of 2005 ended
          September  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.

Item 9.01. Financial Statements and Exhibits.

(c)        Exhibit.
             99.1   Celadon Group, Inc. press release  announcing  financial and
                    operating  results  for the  first  quarter  of  2005  ended
                    September 30, 2004








                                    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: October 25, 2004            By:   /s/ Stephen Russell
                                     ----------------------------------
                                      Stephen Russell
                                      Chairman and Chief Executive Officer






                                  EXHIBIT INDEX

              EXHIBIT
              NUMBER     EXHIBIT DESCRIPTION
              ------     -------------------------------------------------------
               99.1      Celadon Group, Inc. press release announcing  financial
                         and  operating  results  for the first  quarter of 2005
                         ended September 30, 2004