8-K

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):

January 25, 2010

__________________________________________________________________

CELADON GROUP, INC.

(Exact name of registrant as specified in its charter)

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

9503 East 33rd Street 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, January 25, 2010, Celadon Group, Inc., a Delaware corporation (the "Company"), issued a press release after the close of the market announcing its financial and operating results for the quarter ended December 31, 2009, its second quarter of fiscal 2010.  A copy of the press release is attached to this report as Exhibit 99.

Item 9.01          Financial Statements and Exhibits.

(d)	Exhibits.
	EXHIBIT
	NUMBER	EXHIBIT DESCRIPTION
	99	Celadon Group, Inc. press release announcing financial and operating results for the quarter ended December 31, 2009, its second quarter of fiscal 2010.

 The information contained in this report (Items 2.02 and 9.01) 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 (the "Securities Act"), 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" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. 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 results or events may differ from those anticipated by forward-looking statements. Please refer to the second-to-last paragraph of the attached press release and various disclosures by the Company in its press releases, stockholder reports, and 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: January 25,2010	By:	/s/ Stephen Russell
		Stephen Russell
		Chairman and Chief Executive Officer

EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
99	Celadon Group, Inc. press release announcing financial and operating results for the quarter ended December 31, 2009, its second quarter of fiscal 2010.

EX-99

Exhibit 99

9503 East 33rd Street Indianapolis, IN  46235-4207 (800) CELADON (317) 972-7000  

For more information: Jeryl Desjarlais Communications Manager (800) CELADON Ext. 7070 (317) 972-7070 Direct jdesjarlais@celadongroup.com FOR IMMEDIATE RELEASE January 25, 2010 4:01 PM ET

CELADON GROUP REPORTS SECOND FISCAL QUARTER FINANCIAL RESULTS

INDIANAPOLIS – Celadon Group Inc. (NYSE: CGI) today reported its financial and operating results for the three and six months ended December 31, 2009, the second fiscal quarter of the Company's fiscal year ending June 30, 2010.

Revenue for the quarter increased 6.4% to $127.2 million in the 2009 quarter from $119.6 million in the 2008 quarter.  Freight revenue, which excludes fuel surcharges, increased 10.8% to $109.1 million in the 2009 quarter from $98.5 million in the 2008 quarter.  Net income decreased 41.2% to $1.0 million in the 2009 quarter from $1.7 million for the same quarter last year.  Earnings per diluted share decreased to $0.05 in the 2009 quarter from $0.8 for the same quarter last year.

For the six months ended December 31, 2009 revenue decreased 4.3% to $255.1 million in 2009 from $266.5 for the same period last year.  Freight revenue, which excludes fuel surcharges, increased 5.8% to $219.8 million in 2009 from $207.8 million for the same period last year.  Net income decreased 64.4% to $1.6 million in 2009 from $4.5 million for the same period last year.  Earnings per diluted share decreased to $0.07 in 2009 from $0.20 for the period last year.

Chairman and CEO Steve Russell commented on the December 2009 quarter.  "Although the freight environment continued to reflect the weakness of the U.S. economy, we did achieve more than a seasonal pickup in shipments progressively through the December quarter.  The growth in business with customers added in the past year helped drive the improvement, with loaded miles increasing approximately 16.9% compared with the December 2008 quarter.  The rate environment has continued to be quite difficult, with many fleets struggling and willing to accept non-compensatory pricing.  Our average rate per loaded mile declined from the prior year, and for the December quarter was down 6.7% from the December 2008 quarter.  However, the rate per loaded mile appears to have stabilized, which is an encouraging sign.  The financial impact of this decline was partly offset by cost reductions achieved throughout the company, as well as the benefit of lower fuel costs.

"Our balance sheet remains solid and we retain significant liquidity to support the growth of our business.  At December 31, 2009, we had $147.9 million of stockholders' equity and $39.5 million of total balance sheet borrowings.  We had no bank borrowings outstanding on our $40 million bank line at December 31, 2009 and only $0.3 million in outstanding letters of credit."

Conference Call Information

An investor conference call is scheduled for Tuesday, January 26, at 10:00 a.m. EST.  Steve Russell and other members of management will discuss the results of the quarter.  To listen and participate in a questions-and-answers exchange, simply dial800-261-3417 (international calls 617-614-3673) pin number 43527968 a few minutes prior to the start time.  A replay will be available through February 2 by dialing 888-286-8010 (international calls 617-801-6888) and entering call back code 36953789.

This call is being Web cast by Thomson/CCBN and can be accessed via Celadon's Web site at www.celadongroup.com.

Celadon Group Inc. (www.celadongroup.com), through its subsidiaries, primarily provides long-haul, full-truckload freight service across the United States, Canada and Mexico.  The company also owns TruckersB2B Inc. (www.truckersb2b.com) which provides cost savings to member fleets; Celadon Dedicated Services, which provides supply chain management solutions, such as warehousing and dedicated fleet services; and Celadon Brokerage Services.

This press release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended.  Such statements may be identified by their use of terms or phrases such as "expects," "estimates," "projects," "believes," "anticipates," "plans," "intends," and similar terms and phrases.  Forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements.  Actual results may differ from those set forth in the forward-looking statements.  The following factors, among others, could cause actual results to differ materially from those in forward-looking statements: the risk that our perception of additional capacity due to seating trucks and perceived benefits thereof are inaccurate; the risk that our perception of changes in our customer base and perceived benefits thereto are inaccurate; the risk that managing our tractor fleet age does not result in greater flexibility and lower operating expenses; 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, border crossing, or other shipping related facilities; 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; fluctuations in claims expenses that result from high self-insured retention amounts and differences between estimates used in establishing and adjusting claims reserves and actual results over time; increases or rapid fluctuations in fuel prices, as well as fluctuations in hedging activities and surcharge collection, the volume and terms of diesel purchase commitment, 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 and changes in the resale value of our used equipment; increases in interest rates or decreased availability of capital or other sources of financing for revenue 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 revised hours-of-service requirements for drivers and new emissions control regulations; 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; challenges associated with doing business internationally; our ability to retain key employees; and 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.

Readers should review and consider these factors along with the various disclosures by the company in its press releases, stockholder reports, and filings with the Securities Exchange Commission.  We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.

- tables follow -

CELADON GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

December 31, 2009 and June 30, 2009

(Dollars in thousands except per share and par value amounts)

	December 31, 2009			June 30, 2009
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	6,617		$	863
Trade receivables, net of allowance for doubtful accounts of  $1,059 at December 31, 2009 and June 30, 2009		56,069			55,291
Prepaid expenses and other current assets		17,905			10,044
Tires in service		5,119			4,336
Equipment held for resale		---			8,012
Income tax receivable		---			232
Deferred income taxes		2,994			2,780
Total current assets		88,704			81,558
Property and equipment		231,999			237,167
Less accumulated depreciation and amortization		75,338			70,025
Net property and equipment		156,661			167,142
Tires in service		1,557			1,581
Goodwill		19,137			19,137
Other assets		1,566			1,581
Total assets	$	267,625		$	270,999
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	5,793		$	5,461
Accrued salaries and benefits		9,632			10,084
Accrued insurance and claims		9,587			8,508
Accrued fuel expense		9,184			8,592
Other accrued expenses		11,786			11,547
Current maturities of long-term debt		697			1,109
Current maturities of capital lease obligations		8,058			6,693
Provision for income taxes		468			---
Total current liabilities		55,205			51,994
Long-term debt, net of current maturities		172			5,870
Capital lease obligations, net of current maturities		30,618			35,311
Deferred income taxes		33,722			34,132
Minority interest		---			25
Stockholders' equity:
Common stock, $0.033 par value, authorized 40,000,000 shares; issued 23,775,849 and 23,840,677 shares at December 31, 2009 and                June 30, 2009, respectively		785			787
Treasury stock at cost; 1,634,757 and 1,744,245 shares at December 31, 2009 and June 30, 2009, respectively		(11,271	)		(12,025	)
Additional paid-in capital		97,577			97,030
Retained earnings		64,541			62,955
Accumulated other comprehensive loss		(3,724	)		(5,080	)
Total stockholders' equity		147,908			143,667
Total liabilities and stockholders' equity	$	267,625		$	270,999

Key Operating Statistics

	For the three months ended						For the six months ended
	December 31,						December 31,
	2009			2008			2009			2008
Average revenue per loaded mile (*)	$	1.385		$	1.485		$	1.396		$	1.498
Average revenue per total mile (*)	$	1.251		$	1.308		$	1.258		$	1.336
Average revenue per tractor per week (*)	$	2,370		$	2,306		$	2,432		$	2,488
Average miles per tractor per week		1,894			1,762			1,932			1,862
Average line-haul tractors		2,927			2,758			2,896			2,692
Tractors at end of period (**)		3,059			3,109			3,059			3,109
Trailers at end of period (**)		9,965			10,075			9,965			10,075
Operating Ratio (*)		97.4	%		95.6	%		97.5	%		94.6	%

*Freight revenue excluding fuel surcharge.

**Total fleet, including equipment operated by independent contractors and our Mexican subsidiary, Jaguar.

CELADON GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 (Dollars in thousands except per share amounts)

(Unaudited)

	For the three months ended December 31,						For the six months ended December 31,
	2009			2008			2009			2008
Revenue:
Freight revenue	$	109,090		$	98,538		$	219,776		$	207,827
Fuel surcharges		18,144			21,108			35,295			58,687
		127,234			119,646			255,071			266,514
Operating expenses:
Salaries, wages, and employee benefits		38,587			37,824			78,592			79,154
Fuel		30,393			29,882			60,130			77,948
Operations and maintenance		9,009			8,846			17,691			18,234
Insurance and claims		3,406			3,250			7,352			6,869
Depreciation and amortization		7,426			8,647			15,422			16,679
Revenue equipment rentals		8,651			6,977			18,027			13,040
Purchased transportation		20,103			12,759			38,231			28,520
Costs of products and services sold		1,570			1,566			3,202			3,134
Communications and utilities		1,206			1,131			2,444			2,348
Operating taxes and licenses		2,398			2,340			4,759			4,724
General and other operating		1,641			2,070			3,660			4,558
Total operating expenses		124,390			115,292			249,510			255,208
Operating income		2,844			4,354			5,561			11,306
Other (income) expense:
Interest income		(17	)		(5	)		(38	)		(12	)
Interest expense		558			1,022			1,221			2,124
Other (income) expense, net		13			(13	)		103			(10	)
Income before income taxes		2,290			3,350			4,275			9,204
Provision for income taxes		1,269			1,652			2,688			4,737
Net income	$	1,021		$	1,698		$	1,587		$	4,467
Earnings per common share:
Diluted earnings per share	$	0.05		$	0.08		$	0.07		$	0.20
Basic earnings per share	$	0.05		$	0.08		$	0.07		$	0.21
Average shares outstanding:
Diluted		22,217			22,162			22,203			22,096
Basic		21,867			21,746			21,857			21,664

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