Exhibit 31.2

I, Paul A. Will, certify that:

1.   I have reviewed this annual report on Form 10-K/A of Celadon Group, Inc.:

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

          (a) Designed such disclosure  controls and procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

          (b)  Evaluated  the  effectiveness  of  the  registrant's   disclosure
          controls and procedures  and presented in this report our  conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the  end of the  period  covered  by  this  report  based  on  such
          evaluation; and

          (c) Disclosed in this report any change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          fourth  fiscal  quarter  of the year  ended  June 30,  2003,  that has
          materially affected, or is reasonably likely to materially affect, the
          registrant's internal control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

               (a) All significant  deficiencies and material  weaknesses in the
          design or operation of internal control over financial reporting which
          are reasonably likely to adversely affect the registrant's  ability to
          record, process, summarize and report financial information; and

               (b) Any fraud, whether or not material,  that involves management
          or other  employees  who have a significant  role in the  registrant's
          internal control over financial reporting.


Date:  May 17, 2004                         /s/ Paul A. Will
                                         -------------------------------
                                            Paul A. Will
                                            Chief Financial Officer