March 21, 2005


By U.S. Mail and Facsimile [ (317) 890 - 8099 ]

Mr. Paul A. Will
  Chief Financial Officer
CELADON GROUP, INC.
One Celadon Drive
Indianapolis, Indiana  46235-4207

	Re:	Celadon Group, Inc.
Form 10-K, as Amended, for the fiscal year ended June 30, 2004
		File No. 0-23192

Dear Mr. Will:

	We have reviewed the above referenced filing based upon an
examination restricted solely to considerations of Selected
Financial
Data, Management`s Discussion and Analysis, and the Financial
Statements and have the following comments.  Where indicated, we
think you should revise your document in response to these
comments
in future filings with us.  Please confirm that such comments will
be
complied with.  If you disagree, we will consider your explanation
as
to why our comments are inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  After
reviewing the information, we may or may not raise additional
comments.

	Pursuant to Rule 101(a)(3) of Regulation S-T, your response,
should be submitted in electronic form, under the label "corresp",
and be provided within ten (10) business days from the date of
this
letter.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We welcome any questions you may have about our comments or any
other
aspect of our review.  Feel free to call us at the telephone
numbers
listed at the end of this letter.



March 21, 2005

Mr. Paul A. Will
Celadon Group, Inc.
Page 2


FORM 10-K (Fiscal Year Ended June 30, 2004)

Management`s Discussion and Analysis, page 13

Overview, page 13

1. See the last paragraph under this heading (and also under
Results
of Operations - the pretax margin paragraph discussion) whereby
you
disclose what pre-tax income would have been excluding the impact
of
certain items.  Please note that you may discuss the material
items
considered to have an impact on your pre-tax income; however, it
is
not appropriate to provide a non-GAAP measure, such as pre-tax
income
that excludes the impact of these items.  We note you have
incurred
similar charges in the past and there is no demonstration that
such
charges will not continue in the near future.  Please revise in
future filings to exclude the non-GAAP financial measure.
Reference
is made to Question Nos. 8 and 9 of the Staff`s "Frequently Asked
Questions Regarding the Use of Non-GAAP Financial Measures",
issued
June 13, 2003.

Results of Operations, page 15
Fiscal year ended June 30, 2004, compared with fiscal year ended
June
30, 2003

2. See the paragraph discussion of depreciation and amortization,
and
the fiscal 2004 impairment charge of $9.8 million.  Expand to
describe how and when you plan to dispose of the 48-foot trailers.
Discuss how the impairment charge was determined for the
approximately 1,600 trailers and whether the analysis was done at
the
reporting unit level (i.e., Transportation segment) or some other
unit grouping or an individual trailer by trailer basis.  We refer
you to SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets."  Also, indicate the amount, if any, of the
impairment charge that includes any residual value guarantee
obligation.  Discuss whether or not you have ordered the
approximately 1,300 new replacement trailers, and whether the 600
trailers on order at June 30, 2004, as disclosed under Liquidity
and
Capital Resources, are included within the 1,300 trailers.  Also,
disclose that the approximately 1,600 trailers have been reflected
in
your balance sheet as held for sale at a write-down value of $0.4
million, as indicated in Note 3 to the audited financial
statements.

Table of Contractual Obligations, page 21

3. We believe you should include scheduled interest payments in
the
table or, in the alternative, include additional disclosure
regarding
interest payments in a footnote to the table.  See Section IV.A of
FR-72 for guidance.



March 21, 2005

Mr. Paul A. Will
Celadon Group, Inc.
Page 3


Other

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

Closing

      You may contact Ms. Beverly A. Singleton, Staff Accountant,
at
(202) 942-1912, if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
942-1995 with any other questions.

							Sincerely,



							David R. Humphrey
							Accounting Branch Chief


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