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):

February 27, 2006

__________________________________________________________________

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 Indianapolis, Indiana	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 7.01 Regulation FD Disclosure.

On Monday, February 27, 2006, the Company announced that Stephen Russell, the Company’s Chairman and Chief Executive Officer, entered into a zero cost collar transaction involving a portion of his shares. A copy of the press release is furnished herewith as Exhibit 99.1.

The information contained in this report and the exhibit hereto (Items 7.01 and 9.01) 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.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits.
	EXHIBIT NUMBER	EXHIBIT DESCRIPTION
	99.1	Celadon Group, Inc. press release announcing that Stephen Russell, the Company’s Chairman and Chief Executive Officer, has entered into a zero cost collar transaction.

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: February 27, 2006	By:	/s/ Stephen Russell
		Stephen Russell
		Chairman and Chief Executive Officer

EX-99.1

CELADON GROUP CHAIRMAN AND CHIEF EXECUTIVE OFFICER ENTERS INTO

ZERO-COST COLLAR TRANSACTION

INDIANAPOLIS, IN - February 27, 2006 - Celadon Group, Inc. (NASDAQ-CLDN) announced today that Stephen Russell, the Company's Chairman and Chief Executive Officer, has entered into a zero cost collar transaction involving about 22% of his shares.

Mr. Russell stated: "My level of commitment to the Company, and my degree of confidence in its future, are very high, which is why I focused on a collar strategy that will allow me to keep these shares and participate in a substantial portion of future price appreciation. A meaningful part of my net worth is invested in Celadon's common stock. I have been extremely happy with that investment over the past several years, and I remain optimistic about the future. Moreover, with the recent grant of 225,000 shares under stock options and restricted stock, my incentive to create value has only increased. The 262,500 shares covered by the collar are 22% of my total stock and stock option holdings, enabling me to retain approximately 939,000 additional shares and options.

"With a meaningful portion of my net worth concentrated in equities, a member of our bank group suggested that I consider ways to protect against the potential of a market event or decline in share price. Because of my desire to retain my Celadon shares and continue to have a meaningful upside opportunity, a zero cost collar was identified as a logical choice. Under the collar, I will benefit from any future appreciation in Celadon's stock price, up to an agreed amount, over the next two years. The collar will also provide protection against price decreases greater than a negotiated threshold. At expiration, the collar will be settled in cash."

Founded in 1985, Celadon Group Inc. (www.celadongroup.com) is a truckload carrier headquartered in Indianapolis that operates in the U.S., Canada and Mexico. Celadon also owns TruckersB2B Inc. (www.truckersb2b.com) which provides cost savings to about 20,000 member fleets.

Celadon is traded on the Nasdaq under the ticker symbol CLDN and is a component of the Russell Microcap Index.

Contact:

Celadon Group, Inc.

Craig M. Koven, 800-CELADON Ext. 3812

317-972-7041 Direct

317-408-4859 Mobile

ckoven@celadontrucking.com