Exhibit 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In  connection  with the  Annual  Report of  Celadon  Group,  Inc.,  a  Delaware
corporation (the "Company"),  on Form 10-K/A for the period ending June 30, 2004
as filed with the  Securities  and Exchange  Commission  on the date hereof (the
"Report"),  I, Paul A. Will,  Chief Financial  Officer,  Treasurer and Assistant
Secretary of the Company,  certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.   The Report fully complies with the  requirements  of section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

2.   The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and result of operations of the Company.



Date: September 14, 2004                  /s/ Paul A. Will
                                       --------------------------------
                                       Paul A. Will
                                       Chief Financial Officer, Treasurer and
                                       Assistant Secretary