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

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1. Name and Address of Reporting Person^*

Core Kenneth

(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)
	Vice President and Secretary

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	10,800	D

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)	⁽¹⁾	06/26/2010	Common Stock	4,500	$6.22	D
Employee Stock Option (Right-to-Buy)	⁽²⁾	11/30/2010	Common Stock	4,500	$1.67	D
Employee Stock Option (Right-to-Buy)	⁽³⁾	09/07/2011	Common Stock	2,250	$1.71	D
Employee Stock Option (Right-to-Buy)	⁽⁴⁾	10/01/2011	Common Stock	2,250	$1.71	D
Employee Stock Option (Right-to-Buy)	⁽⁵⁾	01/12/2016	Common Stock	9,450	$12.81	D

Explanation of Responses:

1. Original grant was an option to purchase 2,000 shares of the Issuer?s Common Stock, which vested 667, 667, and 666 on 06/26/2001, 06/26/2002, and 06/26/2003, respectively. The derivative security reported in Table II has been adjusted for the 3-for-2 stock splits declared on 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.

2. Original grant was an option to purchase 2,000 shares of the Issuer?s Common Stock, which vested 667, 667, and 666 on 11/30/2001, 11/30/2002, and 11/30/2003, respectively. The derivative security reported in Table II has been adjusted for the 3-for-2 stock splits declared on 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. Original grant was an option to purchase 1,000 shares of the Issuer?s Common Stock, which vested 334, 333, and 333 on 09/07/2002, 09/07/2003, and 09/07/2004, respectively. The derivative security reported in Table II has been adjusted for the 3-for-2 stock splits declared on 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.

4. Original grant was an option to purchase 1,000 shares of the Issuer?s Common Stock, which vested 334, 333, and 333 on 10/01/2002, 10/01/2003, and 10/01/2004. The derivative security has been adjusted for the 3-for-2 stock splits declared on 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.

5. Original grant was an option to purchase 4,200 shares of the Issuer's Common Stock, which vested 1,050 on 01/12/2007 and becomes exercisable with respect to the remaining shares as they vest 1,050, 1,050, and 1,050 on 01/12/2008, 01/12/2009, and 01/12/2010. The derivative security has been adjusted for the 3-for-2 stock split declared on 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.

Remarks:

	/s/ Kenneth Core, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a Power of Attorney filed herewith	02/02/2007
	** 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).
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