EXHIBIT 10.50

                  Amendment, dated as of February 12, 1997, to employment
agreement dated as of January 21, 1994 between Celadon Group, Inc., a Delaware
corporation, and Stephen Russell (the "Employee") (the "Employment Agreement").

                  The parties wish to amend section 3(b) of the Employment
Agreement as set forth below. Accordingly, the parties agree as follows:

                  1.  The following sentence is added, immediately after the
first sentence of section 3(b) of the Employment Agreement:

                  "Notwithstanding anything to the contrary in the preceding
                  sentence, the Employee shall be entitled to receive, for the
                  fiscal year during the Employment Period ending June 30, 1997,
                  an incentive bonus, subject to such withholding of taxes and
                  other amounts that may be required by law, equal to 5% of the
                  Company's consolidated net income before income taxes and
                  before deduction for any bonus payable under this Agreement in
                  excess of $3 million, as determined in accordance with
                  generally accepted accounting principles at the end of that
                  fiscal year."

                  2. The Employment Agreement, as so amended, shall remain in
 full force and effect.

                  3. This amendment may be executed in counterparts, each of
which shall be deemed an original, but both of which together shall constitute
the same agreement.

                                             CELADON GROUP, INC.

                                             By:  /s/ Joel E. Smilow
                                             ----------------------------
                                                  Name:   Joel E. Smilow
                                                  Title:  Chairman
                                                          Compensation Committee

                                              EXECUTIVE:

                                              /s/ Stephen Russell
                                              ---------------------
                                              Stephen Russell

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