SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Russell Jonathan Scott

(Last)

(First)

(Middle)

ONE CELADON DRIVE

9503 EAST 33RD STREET

(Street)

INDIANAPOLIS

46235

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/31/2007

3. Issuer Name and Ticker or Trading Symbol
CELADON GROUP INC [ CLDN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President of Subsidiary

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	27,100⁽¹⁾	D
Common Stock	1,312	I	By Son
Common Stock	975	I	By Son

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right-to-Buy)	⁽²⁾	02/02/2011	Common Stock	52,499	$1.83	D
Employee Stock Option (Right-to-Buy)	⁽³⁾	01/12/2016	Common Stock	7,650	$12.81	D
Employee Stock Option (Right-to-Buy)	⁽⁴⁾	01/12/2016	Common Stock	11,250	$12.81	D

Explanation of Responses:

1. Includes 1,000 shares of the Issuer's Common Stock owned jointly with the reporting person's spouse.

2. Original grant was an option to purchase 33,333 shares of the Issuer?s Common Stock, which vested 11,111, 11,111, and 11,111 on 02/02/2002, 02/02/2003, and 02/02/2004, respectively. The reporting person previously exercised a portion of the derivative security representing 10,000 shares on 11/04/2004. The derivative security reported in Table II reflects the remainder of this grant, as adjusted for the 3-for-2 stock splits declared 02/01/2006 and 06/01/2006. Upon exercise, the derivative security converts on a one-to-one basis into the Issuer?s Common Stock.

3. The option became exercisable as to 1,913 shares on January 12, 2007, and becomes exercisable with respect to the remaining shares as they vest 1,913, 1,912, and 1,912 on 01/12/2008, 01/12/2009, and 01/12/2010, respectively. Upon exercise, the derivative security converts on a one-to-one basis into the Issuer?s Common Stock.

4. The option became exercisable as to 2,813 shares on January 12, 2007, and becomes exercisable with respect to the remaining shares as they vest 2,813, 2,812, and 2,812 on 01/12/2008, 01/12/2009, and 01/12/2010, respectively. Upon exercise, the derivative security converts on a one-to-one basis into the Issuer?s Common Stock.

Remarks:

	/s/ Jonathan Scott Russell, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney filed herewith	01/31/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.