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, 2012

__________________________________________________________________

CELADON GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34533	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 Wednesday, January 25, 2012, 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 three and six months ended December 31, 2011, the second fiscal quarter of the Company's fiscal year ending June 30, 2012.  A copy of the press release is attached to this report as Exhibit 99.1.

Item 8.01                  Other Events.

The press release also announced that the Company's Board of Directors declared a cash dividend of $0.02 per share of common stock.  The dividend is payable to the Company's shareholders of record as of April 4, 2012, and is expected to be paid on April 16, 2012.  A copy of the press release is attached to this report as Exhibit 99.1.

Item 9.01                  Financial Statements and Exhibits.

(d)	Exhibits.
	EXHIBIT
	NUMBER	EXHIBIT DESCRIPTION
	99.1	Celadon Group, Inc. press release announcing financial and operating results for the three and six months ended December 31, 2011, the second fiscal quarter of the Company's fiscal year ending June 30, 2012, and cash dividend.

The information contained in this report (Items 2.02, 8.01, 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 25,2012	By:	/s/ Paul Will
		Paul Will
		President and Chief Operating Officer

EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
99.1	Celadon Group, Inc. press release announcing financial and operating results the three and six months ended December 31, 2011, the second fiscal quarter of the Company's fiscal year ending June 30, 2012, and cash dividend.

EX-99.1 CHARTER

Exhibit 99

    9503 East 33rd Street Indianapolis, IN  46235 (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, 2012

CELADON GROUP REPORTS SECOND FISCAL QUARTER FINANCIAL RESULTS

AND DECLARES DIVIDEND

INDIANAPOLIS – Celadon Group Inc. (NYSE: CGI) today reported its financial and operating results for the three and six months ended December 31, 2011, the second fiscal quarter of the Company's fiscal year ending June 30, 2012.

Revenue for the quarter increased 6.3% to $141.5 million in the 2011 quarter from $133.1 million in the 2010 quarter.  Freight revenue, which excludes fuel surcharges, increased to $112.4 million in the 2011 quarter from $111.6 million in the 2010 quarter.  Net income increased 86.2% to $5.4 million in the 2011 quarter from $2.9 million for the same quarter last year.  Earnings per diluted share increased to $0.24 in the 2011 quarter from $0.13 for the same quarter last year.

For the six months ended December 31, 2011, revenue increased 3.5% to $283.0 million in 2011 from $273.4 million for the same period last year.  Freight revenue, which excludes fuel surcharges, decreased 2.7% to $224.7 million in 2011 from $231.0 million for the same period last year.  Net income increased 47.9% to $10.8 million in 2011 from $7.3 million for the same period last year.  Earnings per diluted share increased to $0.48 in 2011 from $0.32 for the period last year.

Chairman and CEO Steve Russell commented on the December 2011 quarter.  "Earnings per share of twenty four cents compared with thirteen cents in the December 2010 quarter.  Our average rate per loaded mile improved to $1.53, up approximately five cents per mile from the December 2010 quarter, or approximately four percent.  Cost controls and operating efficiencies continued to positively impact results.  Operating ratio improved to 92.5 in the December 2011 quarter from 95.0 in the December 2010 quarter."

"The truckload industry has been experiencing a significant driver shortage.  To address this situation, we completed two asset acquisitions in the December 2011 quarter, American Eagle, the non-refrigerated division of Frozen Food Express and USF Glen Moore, Inc.  As a consequence,  average seated count increased to 2,633 in the December 2011 quarter, up from 2,529 in the September 2011 quarter.  We expect our seated count to increase in the March 2012 quarter as the USF Glen Moore, Inc. acquisition was completed at the end of December."

"Our balance sheet remains solid and we retain significant liquidity to support the growth of our business.  At December 31, 2011, we had $179.6 million of stockholders' equity and $36.5 million of total balance sheet borrowings of which we had $34.5 million in bank borrowings outstanding on our $100 million bank line at December 31, 2011."

On January 24, 2012, our Board of Directors has approved a regular cash dividend to shareholders for the quarter ending March 31, 2012.  The quarterly cash dividend of two cents ($0.02) per share of common stock will be payable on April 16, 2012 to shareholders of record at the close of business on April 4, 2012.

Conference Call Information

An investor conference call is scheduled for Thursday, 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 dial866-551-3680 pin number 46518598 followed by the # key a few minutes prior to the start time.  A replay will be available through February 24 by dialing 866-551-4520 and entering call back code 279251 followed by the # key.

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 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 STATEMENTS OF INCOME

(Dollars and shares in thousands except per share amounts)

(Unaudited)

	For the three months ended						For the six months ended
	December 31,						December 31,
	2011			2010			2011			2010
REVENUE:
Freight revenue	$	112,379		$	111,553		$	224,676		$	231,023
Fuel surcharge revenue		29,135			21,578			58,317			42,397
Total revenue		141,514			133,131			282,993			273,420
OPERATING EXPENSES:
Salaries, wages, and employee benefits		37,562			37,574			75,122			75,701
Fuel		37,063			30,931			75,530			63,202
Purchased transportation		27,302			25,426			54,435			51,300
Revenue equipment rentals		6,269			6,728			12,178			14,277
Operations and maintenance		10,177			10,050			19,979			20,143
Insurance and claims		3,676			3,468			6,719			7,593
Depreciation and amortization		5,766			6,769			11,360			14,296
Cost of products and services sold		-			1,350			-			2,748
Communications and utilities		998			1,062			1,903			2,169
Operating taxes and licenses		2,595			2,432			5,104			4,825
General and other operating		1,668			1,705			3,297			3,449
Total operating expenses		133,076			127,495			265,627			259,703
Operating income		8,438			5,636			17,366			13,717
Interest expense		160			565			203			1,027
Interest income		(44	)		(15	)		(52	)		(31	)
Other income		(211	)		(79	)		(498	)		(146	)
Income before income taxes		8,533			5,165			17,713			12,867
Income tax expense		3,085			2,307			6,893			5,588
Net income	$	5,448		$	2,858		$	10,820		$	7,279
Income per common share:
Diluted	$	0.24		$	0.13		$	0.48		$	0.32
Basic	$	0.24		$	0.13		$	0.49		$	0.33
Diluted weighted average shares outstanding		22,697			22,569			22,687			22,563
Basic weighted average shares outstanding		22,248			22,051			22,233			22,054

Key Operating Statistics

	For the three months ended				For the six months ended
	December 31,				December 31,
	2011		2010		2011		2010
Average revenue per loaded mile (*)	$	1.528	$	1.477	$	1.527	$	1.474
Average revenue per total mile (*)	$	1.363	$	1.319	$	1.363	$	1.320
Average revenue per tractor per week (*)	$	2,823	$	2,794	$	2,901	$	2,880
Average miles per seated tractor per week(**)		2,072		2,116		2,124		2,178
Average seated line-haul tractors(**)		2,633		2,687		2,581		2,688
*Freight revenue excluding fuel surcharge and our Mexican subsidiary Jaguar.
**Total seated fleet, including equipment operated by independent contractors and our Mexican subsidiary, Jaguar.

CELADON GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

December 31, 2011 and June 30, 2011

(Dollars in thousands except par value amounts)

	(unaudited)
	December 31,			June 30,
ASSETS	2011			2011
Current assets:
Cash and cash equivalents	$	1,418		$	25,673
Trade receivables, net of allowance for doubtful accounts of $1,057 and $1,045 at December 31, 2011 and June 30, 2011, respectively		60,615			64,723
Prepaid expenses and other current assets		13,808			14,403
Tires in service		6,793			6,594
Assets held for sale		25,653			---
Income tax receivable		2,131			---
Deferred income taxes		3,868			3,940
Total current assets		114,286			115,333
Property and equipment		247,991			213,222
Less accumulated depreciation and amortization		76,319			80,592
Net property and equipment		171,672			132,630
Tires in service		3,182			2,914
Goodwill		16,702			16,702
Investment in unconsolidated companies		3,153			2,902
Other assets		6,582			1,701
Total assets	$	315,577		$	272,182
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	13,629		$	10,475
Accrued salaries and benefits		11,871			13,192
Accrued insurance and claims		10,853			13,360
Accrued fuel expense		9,468			11,113
Other accrued expenses		18,499			15,729
Current maturities of capital lease obligations		363			354
Income taxes payable		---			1,778
Total current liabilities		64,683			66,001
Long-term debt		34,531			---
Capital lease obligations, net of current maturities		1,556			1,740
Deferred income taxes		35,229			31,740
Stockholders' equity:
Common stock, $0.033 par value, authorized  40,000,000 shares; issued and outstanding  23,875,833 and 23,886,601 shares at December 31, 2011 and June 30, 2011, respectively		788			788
Treasury stock at cost; 1,258,319 and 1,364,364 shares at December 31, 2011 and June 30, 2011, respectively		(8,677	)		(9,408	)
Additional paid-in capital		100,250			99,906
Retained earnings		92,297			82,367
Accumulated other comprehensive loss		(5,080	)		(952	)
Total stockholders' equity		179,578			172,701
Total liabilities and stockholders' equity	$	315,577		$	272,182

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