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Exhibit 31.2

I, Paul A. Will, certify that:

1.       I have reviewed this Form 10-K 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
         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 most recent fiscal quarter
                  (the registrant's fourth fiscal quarter in the case of an
                  annual report) 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: September 19, 2003                     /s/ Paul A. Will
                                             ----------------
                                             Paul A. Will
                                             Chief Financial Officer;
                                             Secretary and Assistant Treasurer