Celadon Form 8-K (Earnings and Conference Call)
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):
January 24, 2005

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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.)


One Celadon Drive, Indianapolis, IN
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 2.02  Results of Operations and Financial Condition.

On Monday, January 24, 2005, Celadon Group, Inc., a Delaware corporation (the "Company"), issued a press release announcing its financial and operating results for the three and six months ended December 31, 2004, the second fiscal quarter of the Company's fiscal year ending June 30, 2005. A copy of the press release is attached to this report as Exhibit 99.1.

The information contained in this report and the exhibit hereto 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, 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.

 
(c)
Exhibits.
   
         
   
EXHIBIT
   
   
NUMBER
 
EXHIBIT DESCRIPTION
   
    99.1
 
Celadon Group, Inc. press release announcing financial and operating results for the three and six months ended December 31, 2004, the second fiscal quarter of the Company's fiscal year ending June 30, 2005.


  
     

 

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: January 24, 2005
By: /s/ Stephen Russell
 
      Stephen Russell
 
      Chairman and Chief Executive Officer


  
     

 

EXHIBIT INDEX

 
EXHIBIT
NUMBER
 
EXHIBIT DESCRIPTION
 
  99.1
 
Celadon Group, Inc. press release announcing financial and operating results for the three and six months ended December 31, 2004, the second fiscal quarter of the Company's fiscal year ending June 30, 2005.