POWER OF ATTORNEY

     Know all by these  presents,  that the undersigned  hereby  constitutes and
appoints each of Mark A. Scudder, Heidi Hornung-Scherr,  and Catherine A. Chase,
signing singly, the undersigned's true and lawful attorney-in-fact to:

     (1)  execute  for and on behalf of the  undersigned,  in the  undersigned's
          capacity as an officer,  director,  and/or ten percent  stockholder of
          Celadon Group,  Inc. (the "Company"),  Forms 3, 4, and 5 in accordance
          with  Section  16(a) of the  Securities  Exchange  Act of 1934 and the
          rules thereunder;

     (2)  do and perform  any and all acts for and on behalf of the  undersigned
          which may be  necessary  or desirable to complete and execute any such
          Form 3,  4, or 5,  including  a Form  ID,  complete  and  execute  any
          amendment or  amendments  thereto,  and timely file such form with the
          United  States  Securities  and  Exchange  Commission  and  any  stock
          exchange or similar authority; and

     (3)  take any other action of any type  whatsoever in  connection  with the
          foregoing  which, in the opinion of such  attorney-in-fact,  may be of
          benefit  to, in the best  interest  of, or  legally  required  by, the
          undersigned,  it being understood that the documents  executed by such
          attorney-in-fact  on behalf of the undersigned  pursuant to this Power
          of  Attorney  shall be in such form and shall  contain  such terms and
          conditions   as   such    attorney-in-fact   may   approve   in   such
          attorney-in-fact's sole discretion.

     The undersigned hereby grants to each such  attorney-in-fact full power and
authority  to do and perform any and every act and thing  whatsoever  requisite,
necessary,  or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally  present,  with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute or substitutes,  shall lawfully do or cause to be
done by virtue of this  power of  attorney  and the  rights  and  powers  herein
granted. The undersigned acknowledges that the foregoing  attorneys-in-fact,  in
serving in such  capacity at the request of the  undersigned,  are not assuming,
nor is the  Company or  Scudder  Law Firm,  P.C.,  L.L.O.  assuming,  any of the
undersigned's  responsibilities  to comply  with  Section  16 of the  Securities
Exchange Act of 1934.

     In  consideration  of the  attorneys-in-fact  acting  on the  undersigned's
behalf  pursuant to this Power of Attorney,  the  undersigned  hereby  agrees to
indemnify   and   hold   harmless   each   attorney-in-fact,   each   substitute
attorney-in-fact,   and  each  of  their  respective  heirs,  executors,   legal
representatives,  successors,  and assigns  from and against the entirety of any
and all losses, claims, causes of action, damages, fines, defense costs, amounts
paid in settlement,  liabilities,  and expenses, including reasonable attorneys'
fees and expenses  (collectively,  "Losses"),  relating to or arising out of the
exercise of this Power of Attorney by any such  attorney-in-fact  or  substitute
attorney-in-fact, and will reimburse each such indemnified person for all Losses
as they are incurred by such  indemnified  person in connection with any pending
or threatened claim, action, suit, proceeding,  or investigation with which such
indemnified  person is or is threatened to be made a party. The undersigned will
not,  however,  be responsible  for any Losses that are finally  determined by a
court   of

                                       1

competent  jurisdiction  to have resulted solely from an  attorney-in-fact's  or
substitute attorney-in-fact's bad faith or willful misconduct.

     This Power of  Attorney  shall  remain in full  force and effect  until the
undersigned is no longer  required to file Forms 3, 4, and 5 with respect to the
undersigned's  holdings of and transactions in securities issued by the Company,
unless earlier revoked by the  undersigned in a signed writing  delivered to the
foregoing attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 26th day of May, 2004.


                                   /s/ Paul A. Will
                                  ------------------------
                                  Paul A. Will