UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-K/A
                                (Amendment No. 1)
(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the fiscal year ended June 30, 2003
                                       OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from           to

Commission file number:  0-23192

                               CELADON GROUP, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                                    13-3361050
------------------------------------------  ------------------------------------
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

        One Celadon Drive
      Indianapolis, Indiana                                46235-4207
------------------------------------------  ------------------------------------
 (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:  317/972-7000

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

                      $0.033 Par Value Class A Common Stock
          Series A Junior Participating Preferred Stock Purchase Rights
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
YES [X]   NO [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).  YES [X]   NO [ ]

The  aggregate  market  value of the Common  Stock  ($0.033  par value)  held by
non-affiliates of the registrant was approximately  $103,010,000 (based upon the
closing  price of such stock on December  31,  2003).  The  exclusion  from such
amount of the market value of the shares owned by any person shall not be deemed
an  admission  by  the  registrant  that  such  person  is an  affiliate  of the
registrant.  The  number  of  shares  outstanding  of the  Common  Stock  of the
registrant as of the close of business on April 27, 2004 was 7,825,003.

DOCUMENTS INCORPORATED BY REFERENCE:  None.


<PAGE>


                                EXPLANATORY NOTE

     Celadon Group, Inc.  ("Celadon") hereby amends and restates in its entirety
Item  15(a)(3) of its Annual  Report on Form 10-K for the fiscal year ended June
30, 2003,  filed with the  Securities  and Exchange  Commission on September 19,
2003. The purposes of this  amendment are to delete  references to two exhibits,
to add  references  to Exhibits 4.1 through 4.5, to renumber  the  exhibits,  to
correct certain  cross-references,  and to attach Exhibit 10.18,  which is filed
herewith.

     (3) EXHIBITS (NUMBERED IN ACCORDANCE WITH ITEM 601 OF REGULATION S-K).

Exhibit Number                         Description

     3.1  Certificate of Incorporation (incorporated by reference to Exhibit 3.1
          to the Company's  Registration Statement on Form S-1, Registration No.
          33-72128, filed with the Commission on November 24, 1993).
     3.2  Certificate  of  Amendment  of  Certificate  of  Incorporation   dated
          February 2, 1995 decreasing  aggregate number of authorized  shares to
          12,179,985  (incorporated by reference to Exhibit 3.2 to the Company's
          Annual  Report on Form 10-K for the fiscal  year ended June 30,  1995,
          filed with the Commission on December 1, 1995).
     3.3  Certificate of Designation for Series A Junior Participating Preferred
          Stock  (incorporated  by  reference  to Exhibit  3.3 to the  Company's
          Annual  Report on Form 10-K for the fiscal  year ended June 30,  2000,
          filed with the Commission on September 28, 2000).
     3.4  By-laws  (incorporated  by reference  to Exhibit 3.2 to the  Company's
          Registration  Statement on Form S-1, Registration No. 33-72128,  filed
          with the Commission on November 24, 1993).
     4.1  Certificate of Incorporation (incorporated by reference to Exhibit 3.1
          to the Company's  Registration Statement on Form S-1, Registration No.
          33-72128, filed with the Commission on November 24, 1993).
     4.2  Certificate  of  Amendment  of  Certificate  of  Incorporation   dated
          February 2, 1995 decreasing  aggregate number of authorized  shares to
          12,179,985  (incorporated by reference to Exhibit 3.2 to the Company's
          Annual  Report on Form 10-K for the fiscal  year ended June 30,  1995,
          filed with the Commission on December 1, 1995).
     4.3  Certificate of Designation for Series A Junior Participating Preferred
          Stock  (incorporated  by  reference  to Exhibit  3.3 to the  Company's
          Annual  Report on Form 10-K for the fiscal  year ended June 30,  2000,
          filed with the Commission on September 28, 2000).
     4.4  Rights  Agreement,  dated as of July 20, 2000,  between Celadon Group,
          Inc.  and Fleet  National  Bank,  as  Rights  Agent  (incorporated  by
          reference to Exhibit 4.1 to the  Company's  Registration  Statement on
          Form 8-A, field with the Commission on July 20, 2000).
     4.5  By-laws  (incorporated  by reference  to Exhibit 3.2 to the  Company's
          Registration  Statement on Form S-1, Registration No. 33-72128,  filed
          with the Commission on November 24, 1993).
     10.1 Celadon Group, Inc. 1994 Stock Option Plan  (incorporated by reference
          to Exhibit B to the Company's  Proxy  Statement on Schedule 14A, filed
          with the Commission on October 14, 1997).
     10.2 Employment  Contract  dated  January 21, 1994  between the Company and
          Stephen  Russell  (incorporated  by reference to Exhibit  10.43 to the
          Company's   Registration  Statement  on  Form  S-1,  Registration  No.
          33-72128, filed with the Commission on November 24, 1993).
     10.3 Amendment dated February 12, 1997 to Employment Contract dated January
          21, 1994  between the Company  and Stephen  Russell  (incorporated  by
          reference to Exhibit 10.50 to the Company's Annual Report on Form 10-K
          filed with the Commission on September 12, 1997).
     10.4 Celadon   Group,   Inc.   Non-Employee   Director  Stock  Option  Plan
          (incorporated  by  reference  to  Exhibit  A to  the  Company's  Proxy
          Statement on Schedule  14A,  filed with the  Commission  on October 14
          1997).
<PAGE>
     10.5 Amendment  No. 2 dated  August 1, 1997 to  Employment  Contract  dated
          January 21, 1994 between the Company and Stephen Russell (incorporated
          by reference to Exhibit  10.54 to the  Company's  Quarterly  Report on
          Form 10-Q filed with the Commission on February 11, 1998.
     10.6 Rights  Agreement,  dated as of July 20, 2000,  between Celadon Group,
          Inc.  and Fleet  National  Bank,  as  Rights  Agent  (incorporated  by
          reference to Exhibit 4.1 to the  Company's  Registration  Statement on
          Form 8-A, field with the Commission on July 20, 2000).
     10.7 Amendment  No. 3 dated  July 26,  2000 to  Employment  Contract  dated
          January 21, 1994 between the Company and Stephen Russell (incorporated
          by reference to Exhibit 10.19 to the  Company's  Annual Report on Form
          10-K filed with the Commission on September 30, 2002).
     10.8 Amendment  No. 4 dated  April 4,  2002 to  Employment  Contract  dated
          January 21, 1994 between the Company and Stephen Russell (incorporated
          by reference to Exhibit 10.20 to the  Company's  Annual Report on Form
          10-K filed with the Commission on September 30, 2002).
     10.9 Separation  Agreement dated March 3, 2000 between the Company and Paul
          A. Will  (incorporated  by reference to Exhibit 10.21 to the Company's
          Annual Report on Form 10-K filed with the  Commission on September 30,
          2002).
    10.10 Amendment  dated  September 30, 2001 to Separation  Agreement  between
          the  Company  and Paul A. Will dated  March 3, 2000  (incorporated  by
          reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K
          filed with the Commission on September 30, 2002).
    10.11 Separation Agreement dated March 2, 2000 between the Company and David
          Shatto  (incorporated  by reference to Exhibit  10.23 to the Company's
          Annual Report on Form 10-K filed with the  Commission on September 30,
          2002).
    10.12 Amendment  dated  September 30, 2001 to Separation  Agreement  between
          the Company and David  Shatto  dated  March 2, 2000  (incorporated  by
          reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K
          filed with the Commission on September 30, 2002).
    10.13 Loan and  Security  Agreement  dated  September  26,  2002,  among the
          Company, certain of its subsidiaries, Fleet Capital Corporation, Fleet
          Capital Canada Corporation and certain other lenders  (incorporated by
          reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K
          filed with the Commission on September 30, 2002).
    10.14 Waiver  and  First  Amendment  to Loan and  Security  Agreement  dated
          January 31, 2003 among the Company, certain of its subsidiaries, Fleet
          Capital  Corporation,  Fleet Capital  Canada  Corporation  and certain
          other  lenders  (incorporated  by  reference  to Exhibit  10.16 to the
          Company's  Annual  Report on Form 10-K  filed with the  Commission  on
          September 19, 2003).
    10.15 Waiver and  Second  Amendment  to Loan and  Security  Agreement  dated
          April 24, 2003 among the Company,  certain of its subsidiaries,  Fleet
          Capital  Corporation,  Fleet Capital  Canada  Corporation  and certain
          other  lenders  (incorporated  by  reference  to Exhibit  10.17 to the
          Company's  Annual  Report on Form 10-K  filed with the  Commission  on
          September 19, 2003).
    10.16 Third  Amendment to Loan and Security  Agreement dated August 21, 2003
          among  the  Company,  certain  of  its  subsidiaries,   Fleet  Capital
          Corporation,  Fleet  Capital  Canada  Corporation  and  certain  other
          lenders  (incorporated  by reference to Exhibit 10.18 to the Company's
          Annual Report on Form 10-K filed with the  Commission on September 19,
          2003).
    10.17 Amendment No. 5 dated  November 20, 2002 to Employment  Contract dated
          January 21, 1994 between the Company and Stephen Russell (incorporated
          by reference to Exhibit 10.19 to the  Company's  Annual Report on Form
          10-K filed with the Commission on September 19, 2003).
   10.18* Letter of  Understanding  and  Mutual  Agreement  dated July 9, 2001
          between the Company and Sergio Hernandez Aranda.

<PAGE>
     14   Celadon Group, Inc. Code of Business Conduct and Ethics adopted by the
          Company on April 30, 2003  (incorporated by reference to Exhibit 10.20
          to the Company's  Annual Report on Form 10-K filed with the Commission
          on September 19, 2003).
     21   Subsidiaries (incorporated by reference to Exhibit 21 to the Company's
          Annual Report on Form 10-K filed with the  Commission on September 19,
          2003).
     23   Consent of Independent Auditors  (incorporated by reference to Exhibit
          23 to the  Company's  Annual  Report  on  Form  10-K  filed  with  the
          Commission on September 19, 2003).
    31.1* Certification  pursuant  to Item  601(b)(31)  of  Regulation  S-K,  as
          adopted pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002, by
          Stephen Russell, the Company's Chief Executive Officer.
    31.2* Certification  pursuant  to Item  601(b)(31)  of  Regulation  S-K,  as
          adopted pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002, by
          Paul A. Will, the Company's Chief Financial Officer.
    32.1  Certification  pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the  Sarbanes-Oxley Act of 2002, by Stephen Russell,
          the Company's Chief Executive  Officer  (incorporated  by reference to
          Exhibit 32.1 to the  Company's  Annual  Report on Form 10-K filed with
          the Commission on September 19, 2003).
    32.2  Certification  pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002, by Paul A. Will, the
          Company's  Chief  Financial  Officer  (incorporated  by  reference  to
          Exhibit 32.2 to the  Company's  Annual  Report on Form 10-K filed with
          the Commission on September 19, 2003).
    99.1  Risk  Factors  (incorporated  by  reference  to  Exhibit  99.1  to the
          Company's  Annual  Report on Form 10-K  filed with the  Commission  on
          September 19, 2003).


-------------------------
*   Filed herewith



<PAGE>
                                   SIGNATURES


     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                    CELADON GROUP, INC.

Date: May 14, 2004                  By: /s/ Stephen Russell
                                       ----------------------------------------
                                            Stephen Russell
                                            Chief Executive Officer and
                                            President

Date: May 14, 2004                  By: /s/ Paul A. Will
                                       ----------------------------------------
                                            Paul A. Will
                                            Executive Vice President and
                                            Chief Financial Officer