Exhibit 99.1

                Private Securities Litigation Reform Act of 1995
         Safe Harbor Compliance Statement for Forward-Looking Statements

     In  passing  the  Private  Securities  Litigation  Reform  Act of 1995 (the
"PSLRA"),   Congress  encouraged  public  companies  to  make   "forward-looking
statements" by creating a safe-harbor to protect  companies from  securities law
liability in connection with  forward-looking  statements.  Celadon Group,  Inc.
("Celadon")  intends  to  qualify  both its  written  and  oral  forward-looking
statements for protection under the PSLRA.  Forward-looking statements typically
can be identified by the use of words such as "believe," "expect," "anticipate,"
"project,"  "forecast,"  "should,"  "estimate,"  "plan,"  "outlook,"  "goal" and
similar expressions.

     To qualify oral forward-looking  statements for protection under the PSLRA,
a readily available written document must identify  important factors that could
cause  actual  results to differ  materially  from those in the  forward-looking
statements.  Celadon  provides the following  information in connection with its
continuing  effort to qualify  forward-looking  statements  for the safe  harbor
protection of the PSLRA.

     Important  factors  currently  known to management  that could cause actual
results or events to differ  materially  from those  expressed  in or implied by
forward-looking  statements  include,  but are not  limited  to, the  following:
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, or other shipping related facilities; our ability to execute our
strategic plan;  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;  increases or rapid  fluctuations in fuel prices,  as well as
fluctuations  in hedging  activities  and surcharge  collection,  the volume and
terms of diesel purchase  commitments,  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;  increases in interest
rates or decreased availability of capital or other sources of financing for our
planned  revenue  equipment  upgrade;  decreases in the resale value of our used
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
recently  revised  hours-of-service  requirements  for  drivers;  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  of  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.

     Forward-looking  statements  express  expectations  of  future  results  or
events.  All  forward-looking  statements are  inherently  uncertain as they are
based  on  various  expectations  and  assumptions   concerning  future  events,
conditions and  circumstances and they are subject to numerous known and unknown
risks and  uncertainties  which could cause  actual  events or results to differ
materially from those expressed or implied in forward looking statements. Due to
these inherent  uncertainties,  the  investment  community is urged not to place
undue reliance on forward-looking statements. In addition, Celadon undertakes no
obligation to update or revise  forward-looking  statements  to reflect  changed
assumptions,  the occurrence of  unanticipated  events or changes in projections
over time.