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:

     o    excess tractor and trailer capacity in the trucking industry;

     o    decreased  demand for our services or loss of one or more of our major
          customers;

     o    surplus inventories;

     o    recessionary  economic  cycles and  downturns in  customers'  business
          cycles;

     o    strikes,  work slow downs, or work stoppages at our facilities,  or at
          customer, port, or other shipping related facilities;

     o    our ability to execute our strategic  plan;  increases in compensation
          for and difficulty in attracting and retaining  qualified  drivers and
          independent contractors;

     o    increases in insurance premiums and deductible amounts;

     o    elevated experience in the frequency or severity of claims relating to
          accident, cargo, workers' compensation, health, and other matters;

     o    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;

     o    fluctuations  in foreign  currency  exchange  rates;  increases in the
          prices paid for new revenue equipment;

     o    increases in interest  rates or decreased  availability  of capital or
          other sources of financing for revenue equipment;

     o    decreases in the resale value of our used equipment;

     o    seasonal  factors  such as  harsh  weather  conditions  that  increase
          operating  costs;  competition  from  trucking,  rail,  and intermodal
          competitors;

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     o    regulatory  requirements  that increase costs or decrease  efficiency,
          including revised hours-of-service requirements for drivers;

     o    our ability to identify acceptable acquisition candidates,  consummate
          acquisitions, and integrate acquired operations;

     o    the timing of, and any rules relating to, the opening of the border to
          Mexican drivers;

     o    challenges associated with doing business internationally;

     o    our ability to retain key employees; and

     o    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.

For a more  detailed  discussion  of these  factors,  please  refer to the "Risk
Factors" section of Celadon's  Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on May 19, 2004.

     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  that could  cause  actual  events or results to differ
materially from those expressed or implied in forward-looking statements. Due to
these  inherent  uncertainties,  you are 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.