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                                                               EXHIBIT 10.49

                       FIFTH AMENDMENT TO CREDIT AGREEMENT

                  THIS FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of June 30,
1997 (this "Amendment") by and among CELADON GROUP, INC., a Delaware corporation
("CG"), CELADON TRUCKING SERVICES, INC., a New Jersey corporation ("Trucking")
(collectively with CG, referred to as the "Companies" and individually, each a
"Company"), the Banks set forth on the signature pages of the Credit Agreement
referred to below (collectively, the "Banks" and individually, each a "Bank"),
NBD BANK, N.A., a national banking association, assignee of NBD Bank, as
co-agent for the Banks ("Co-Agent A") and BANK BOSTON, N.A., formerly known as
The First National Bank of Boston, a national banking association, as co-agent
for the Banks ("Co-Agent B" and together with Co-Agent A, referred to as the
"Co-Agents").

                                    RECITALS

                  A. CG, Trucking, the Banks and the Co-Agents are parties to a
Credit Agreement dated as of June 1, 1994, as amended by a First Amendment to
Credit Agreement dated as of October 31, 1994, a Second Amendment to Credit
Agreement dated as of October 31, 1995, letter agreements dated January 31,
1996, February 15, 1996 and June 29, 1996, a Third Amendment to Credit Agreement
dated as of September 13, 1996, letter agreements dated as of November 25, 1996
and December 18, 1996 and a Fourth Amendment to Credit Agreement dated as of
March 24, 1997 (as amended, the "Credit Agreement").

                  B. The Companies have requested that the Co-Agents and the
Banks extend the Termination Date and make certain other amendments to the
Credit Agreement, and the Co-Agents and the Banks are willing to do so strictly
in accordance with the terms hereof, and provided the Credit Agreement is
amended as set forth herein, and the Companies have agreed to such amendments.

                                    AGREEMENT

                  Based upon these recitals, the parties agree as follows:

                  1. Upon satisfaction of the conditions set forth in paragraph
4 hereof, the Credit Agreement shall hereby be amended as of the effective date
hereof as follows:

                  (a) The definition of "Termination Date" in Section 1.1 shall
be amended by deleting the reference therein to "June 30, 1997" and inserting
"November 1, 1999" in place thereof.

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                  (b) The definition of "Tangible Net Worth" in Section 1.1
shall be amended by adding the following language at the end thereof: "provided,
however, the net book value of the asset created from the Sales and Solicitation
Agreement between J.B. Hunt and CG shall not be subtracted as an intangible
asset under this clause (b)".

                  (c) The following definition shall be added to Section 1.1 in
appropriate alphabetical order to read as follows:

                      "Fifth Amendment Effective Date" shall mean June 30, 1997.

                  (d)  Sections 5.2(a), (b), (c) and (d) shall be deleted in
their entirety and the following shall be inserted in place thereof:

                           (a) Tangible Net Worth. Permit or suffer the
                  Consolidated Tangible Net Worth of the Companies and their
                  Subsidiaries at any time to be less than an amount equal to
                  the sum of (A) $36,750,000 plus (B) an amount equal to 50% of
                  the Consolidated Cumulative Net Income (without reduction for
                  net loss) of the Companies and their Subsidiaries, to be added
                  as of the end of each fiscal quarter of the Company commencing
                  with the fiscal quarter ending September 30, 1997 plus (c) an
                  amount equal to 80% of the proceeds received in connection
                  with the offering of any securities of any Company.

                           (b) Leverage Ratio. Permit or suffer the Leverage
                  Ratio as of the end of any fiscal quarter of the Companies to
                  be greater than: (i) as of the fiscal quarter ending in June,
                  1997 to and including the fiscal quarter ending in March,
                  1998, 3.30 to 1.0, (ii) as of the fiscal quarter ending in
                  June, 1998 and as of the fiscal quarter ending in September,
                  1998, 3.15 to 1.0, (iii) as of the fiscal quarter ending in
                  December, 1998 and as of the fiscal quarter ending in March,
                  1999, 2.80 to 1.0, (iv) as of the fiscal quarter ending in
                  June, 1999 and as of the fiscal quarter ending in September,
                  1999, 2.6 to 1.0 and (v) as of the fiscal quarter ending in
                  December 1999 and as of the end of each fiscal quarter
                  thereafter, 2.50 to 1.0.

                           (c) Fixed Charge Ratio. Permit or suffer the Fixed
                  Charge Ratio as of the end of any fiscal quarter of the
                  Companies to be less than: (i) 1.10 to 1.0 as of the fiscal
                  quarter ending in June, 1997 to and including the fiscal
                  quarter ending in March, 1998, (ii) 1.15 to 1.0 as of the
                  fiscal quarter ending in June, 1998 and (iii) 1.20 to 1.0 as
                  of the fiscal quarter ending in September, 1998 and as of the
                  end of each fiscal quarter thereafter, in each case calculated
                  for the preceding twelve-month period.

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                           (d) Interest Coverage Ratio. Permit or suffer the
                  Interest Coverage Ratio as of the end of any fiscal quarter of
                  the Companies to be less than (i) 1.75 to 1.0 as of the fiscal
                  quarter ending in June, 1997 to and including the fiscal
                  quarter ending in March, 1998, (ii) 2.00 to 1.0 as of the
                  fiscal quarter ending in June, 1998, (iii) 2.25 to 1.0 as of
                  the fiscal quarter ending in September, 1998, and (iv) 2.50 to
                  1.0 as of the fiscal quarter ending in December, 1998 and as
                  of the end of each fiscal quarter thereafter, in each case
                  calculated for the preceding twelve-month period.

                  (e) Section 5.2(m) shall be deleted in its entirety.

                  2. From and after the effective date of this Amendment,
references to the "Credit Agreement" in the Credit Agreement, the Revolving
Credit Notes, the Term Notes, the Security Documents and all other documents
executed pursuant to the Credit Agreement shall be deemed references to the
Credit Agreement as amended hereby.

                  3.  Each Company represents and warrants to the Co-Agents and
 the Banks that:

                  (a) (i) The execution, delivery and performance of this
Amendment by the Company and all agreements and documents delivered pursuant
hereto by the Company have been duly authorized by all necessary corporate
action and do not and will not require any consent or approval of its
stockholders, violate any provision of any law, rule, regulation, order, writ,
judgment, injunction, decree, determination or award presently in effect having
applicability to it or of its articles of incorporation or bylaws, or result in
a breach of or constitute a default under any indenture or loan or credit
agreement or any other agreement, lease or instrument to which the Company is a
party or by which it or its properties may be bound or affected; (ii) no
authorization, consent, approval, license, exemption of or filing a registration
with any court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, is or will be necessary to the valid
execution, delivery or performance by the Company of this Amendment and all
agreements and documents delivered pursuant hereto and (iii) this Amendment and
all agreements and documents delivered pursuant hereto by the Company are the
legal, valid and binding obligations of the Company enforceable against it in
accordance with the terms thereof.

                  (b) After giving effect to the amendments contained herein and
effected pursuant hereto, the representations and warranties contained in
Article IV of the Credit Agreement are true and correct on and as of the
effective date hereof with the same force and effect as if made on and as of
such effective date.

                  (c) No Event of Default (as defined in Article VI of the
Credit Agreement) and no Default shall have occurred and be continuing or will
exist under the Credit Agreement as of the effective date hereof.

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                  4.       This Amendment shall not become effective until:

                  (a) The Companies shall have paid an extension fee in the
amount of $45,000 to Co-Agent A for the pro rata benefit of the Banks.

                  (b) The Companies shall have delivered to Co-Agent A such
other documents and instruments as the Co-Agents and the Banks may request.

                  5. Each Company agrees to pay and save Co-Agents harmless from
liability for the payment of all costs and expenses arising in connection with
this Amendment, including the reasonable fees and expenses of Dickinson, Wright,
Moon, Van Dusen & Freeman, counsel to Co-Agent A, and Bingham, Dana & Gould,
counsel for Co-Agent B, in connection with the preparation and review of this
Amendment and any related documents.

                  6. The terms used but not defined herein shall have the
respective meanings ascribed thereto in the Credit Agreement. Except as
expressly contemplated hereby, the Credit Agreement, and all related notes,
guaranties, certificates, instruments and other documents, are hereby ratified
and confirmed and shall remain in full force and effect, and each Company
acknowledges that it has no defense, offset or counterclaim thereunder.

                  7. This Amendment shall be governed by and construed in
accordance with the laws of the State of Michigan.

                  8. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Amendment by signing
any such counterpart.

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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered as of the day and year first above
written.

                                                CELADON GROUP, INC.

                                                By:       /s/ Don S. Snyder
                                                     ---------------------------
                                                Its: Chief Financial Officer

                                                 CELADON TRUCKING SERVICES, INC.

                                                 By:      /s/ Don S. Snyder
                                                    ----------------------------
                                                    Its: Chief Financial Officer

                                                 NBD BANK, N.A., assignee of NBD
                                                 Bank, individually and as
                                                 Co-Agent A

                                                 By:      /s/ Scott Morrison
                                                    ----------------------------
                                                    Its:   Vice President

                                            BANK BOSTON, N.A., formerly known as
                                            The First National Bank of Boston,
                                            individually and as Co-Agent B

                                                 By:     /s/ Michael J. Blake
                                                     --------------------------
                                                    Its:   Director

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