<SUBMISSION>
<ACCESSION-NUMBER>0000950137-02-000700
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20011231
<FILING-DATE>20020214
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CELADON GROUP INC
<CIK>0000865941
<ASSIGNED-SIC>4213
<IRS-NUMBER>133361050
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-23192
<FILM-NUMBER>02546750
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>ONE CELADON DR
<CITY>INDIANAPOLIS
<STATE>IN
<ZIP>46236-4207
<PHONE>2129774447
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>ONE CELADON DRIVE
<CITY>INDIIANAPOLIS
<STATE>IN
<ZIP>46236-4207
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>c67557e10-q.txt
<DESCRIPTION>QUARTERLY REPORT
<TEXT>
<PAGE>

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



                                    FORM 10-Q



           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     FOR THE PERIOD ENDED DECEMBER 31, 2001

           [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                         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                          (IRS Employer
 incorporation or organization)                       Identification Number)




        ONE CELADON DRIVE
        INDIANAPOLIS, IN                                   46235-4207
(Address of principal executive offices)                   (Zip Code)



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



Indicate by check mark whether the Registrant (1) has filed all reports required
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
                     -----    -----

The number of shares outstanding of the Common Stock ($.033 par value) of the
Registrant as of the close of business on February 14, 2002 was 7,643,492.



<PAGE>



                               CELADON GROUP, INC.

                                    INDEX TO

                           DECEMBER 31, 2001 FORM 10-Q





PART I.       FINANCIAL INFORMATION


       Item 1.    Financial Statements (Unaudited)

           Condensed Consolidated Balance Sheets at December 31, 2001
           and June 30, 2001..............................................  3

           Condensed Consolidated Statements of Operations - For the
           three and six months ended December 31, 2001 and 2000..........  4

           Condensed Consolidated Statements of Cash Flows - For the
           six months ended December 31, 2001 and 2000....................  5

           Notes to Condensed Consolidated Financial Statements ..........  6

       Item 2.    Management's Discussion and Analysis of Financial
                  Condition and Results of Operations..................... 10

       Item 3.    Quantitative and Qualitative Disclosures about Market
                  Risk.................................................... 16

PART II.      OTHER INFORMATION

       Item 1.    Legal Proceedings....................................... 17

       Item 2.    Changes in Securities .................................. 17

       Item 3.    Defaults upon Senior Securities ........................ 17

       Item 4.    Submission of Matters to a Vote of Security Holders..... 17

       Item 5.    Other Information....................................... 17

       Item 6.    Exhibits and Reports on Form 8-K........................ 17


<PAGE>


                               CELADON GROUP, INC.
                           CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                                            DECEMBER 31     JUNE 30,
                                                                                               2001           2001
                                                                                               ----           ----
ASSETS                                                                                      (UNAUDITED)
<S>                                                                                          <C>          <C>
Current assets:
     Cash and cash equivalents ............................................................   $      64    $     794
     Trade receivables, net of allowance ..................................................      40,196       49,911
     Accounts receivable - other ..........................................................       5,400        5,722
     Prepaid expenses and other current assets ............................................      10,224        9,015
     Tires in service .....................................................................       4,644        4,455
     Income tax recoverable ...............................................................        --            597
     Deferred income taxes ................................................................       1,528        1,768
                                                                                              ---------    ---------
         Total current assets .............................................................      62,056       72,262
Property and equipment ....................................................................     137,890      144,383
     Less accumulated depreciation and amortization .......................................      43,101       42,481
                                                                                              ---------    ---------
         Net property and equipment .......................................................      94,789      101,902
Tires in service ..........................................................................       2,200        2,182
Goodwill ..................................................................................      16,702       16,702
Other assets ..............................................................................       2,033        1,868
                                                                                              ---------    ---------
     Total assets .........................................................................   $ 177,780    $ 194,916
                                                                                              =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable .....................................................................   $   4,886    $   4,793
     Accrued expenses .....................................................................      21,316       25,898
     Bank borrowings and current maturities of long-term debt .............................       4,423       12,394
     Current maturities of capital lease obligations ......................................      18,490       15,825
     Income tax payable ...................................................................         129         --
                                                                                              ---------    ---------
         Total current liabilities ........................................................      49,244       58,910
Long-term debt, net of current maturities .................................................      39,629       37,568
Capital lease obligations, net of current maturities ......................................      29,822       39,458
Deferred income taxes .....................................................................       6,350        6,892
Minority interest .........................................................................          25           25
Stockholders' equity:
     Preferred stock, $1.00 par value, authorized 179,985 shares; no shares
         issued and outstanding ...........................................................        --           --
     Common stock, $0.033 par value, authorized 12,000,000 shares; issued
         7,789,764 shares .................................................................         257          257
     Additional paid-in capital ...........................................................      59,923       59,923
     Retained deficit .....................................................................      (5,718)      (6,058)
     Accumulated other comprehensive loss .................................................      (1,159)      (1,051)
     Treasury stock, at cost, 146,272 and 250,122 shares
         at December 31, 2001 and June 30, 2001, respectively .............................        (593)      (1,008)
                                                                                              ---------    ---------
         Total stockholders' equity .......................................................      52,710       52,063
                                                                                              ---------    ---------
     Total liabilities and stockholders' equity ...........................................   $ 177,780    $ 194,916
                                                                                              =========    =========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>


                               CELADON GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                     FOR THE THREE MONTHS ENDED         FOR THE SIX MONTHS ENDED
                                                                             DECEMBER 31,                       DECEMBER 31,
                                                                             ------------                       -----------
                                                                          2001           2000             2001              2000
                                                                          ----           ----             ----              ----
<S>                                                                     <C>           <C>             <C>             <C>
Operating revenue...........................................            $79,349       $87,048         $162,219        $175,475

Operating expenses:
     Salaries, wages and employee benefits..................             22,981        23,164           47,205          46,779
     Fuel...................................................              8,181        10,382           17,688          20,392
     Operating costs and supplies...........................              7,380         5,953           14,493          12,942
     Insurance and claims...................................              2,491         2,220            5,470           4,403
     Depreciation and amortization..........................              3,306         3,778            6,595           7,539
     Rent and purchased transportation......................             26,870        33,711           54,572          67,893
     Costs of products and services sold....................              1,033           661            1,766           1,256
     Professional and consulting fees.......................                413           508              777           1,041
     Communications and utilities...........................                880           975            1,903           1,982
     Permits, licenses and  taxes...........................              1,672         1,564            3,247           3,126
     General, administrative and selling....................              1,918         2,838            3,792           5,079
                                                                       --------     ---------       ----------       ---------
         Total operating expenses...........................             77,125        85,754          157,508         172,432

Operating income............................................              2,224         1,294            4,711           3,043

Other (income) expense:
     Interest income........................................                (24)          (39)             (54)            (75)
     Interest expense.......................................              1,836         2,638            3,945           4,997
     Other (income) expense, net............................                 84          (135)              91            (102)
     Minority interest in subsidiary loss..................                  --          (332)              --            (344)
                                                                      ---------      ---------        --------       ----------
Income (loss) before income taxes ..........................                328          (838)             729          (1,433)
Provision (benefit) for income taxes........................                129          (283)             389            (408)
                                                                        -------       --------          ------       ----------
         Net income (loss)..................................              $ 199        $ (555)           $ 340         $(1,025)
                                                                          =====        =======           =====         ========

Earnings (loss) per common share:
     Diluted earnings (loss) per share......................             $ 0.03        $(0.07)           $0.04          $(0.13)
     Basic earnings (loss)  per share.......................             $ 0.03        $(0.07)           $0.04          $(0.13)
Average shares outstanding:
     Diluted................................................              7,686         7,730            7,625           7,757
     Basic .................................................              7,607         7,730            7,574           7,757
</TABLE>


                                       4

     See accompanying notes to condensed consolidated financial statements.

<PAGE>


                               CELADON GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                         FOR THE SIX MONTHS ENDED
                                                                                DECEMBER 31,
                                                                           2001         2000
                                                                           ----         ----
<S>                                                                       <C>         <C>
Cash flows from operating activities:
     Net income (loss) ................................................   $    340    $ (1,025)
     Adjustments to reconcile net income (loss) to net cash provided by
     operating activities:
         Depreciation and amortization ................................      6,595       7,539
         Non-cash member and vendor development costs .................       --           342
         Minority interest ............................................       --          (332)
         Provision for deferred income taxes ..........................       (302)       --
         Provision for doubtful accounts ..............................        476         408
         Changes in assets and liabilities:
              Trade receivable ........................................      9,239       1,049
              Accounts receivable - other .............................        322          34
              Income tax recoverable ..................................        597         232
              Tires in service ........................................       (207)        184
              Prepaid expenses and other current assets ...............     (1,209)     (1,305)
              Other assets ............................................        255         186
              Accounts payable and accrued expenses ...................     (4,490)     (2,521)
              Income tax payable ......................................        129        --
                                                                          --------    --------
              Net cash provided by operating activities ...............     11,745       4,791

Cash flows from investing activities:
     Purchase of property and equipment ...............................       (776)     (5,546)
     Proceeds on sale of property and equipment .......................      1,759      12,730
                                                                          --------    --------
         Net cash provided by investing activities ....................        983       7,184

Cash flows from financing activities:
     Proceeds from issuances of stock .................................        415          50
     Purchase of common stock held in treasury ........................       --          (957)
     Proceeds from bank borrowings and debt ...........................         80       4,698
     Payments of bank borrowings and debt .............................     (6,650)     (3,316)
     Principal payments under capital lease obligations ...............     (7,303)    (12,465)
                                                                          --------    --------
         Net cash used for financing activities .......................    (13,458)    (11,990)
                                                                          --------    --------
Decrease in cash and cash equivalents .................................       (730)        (15)
Cash and cash equivalents at beginning of year ........................        794         360
                                                                          --------    --------
Cash and cash equivalents at end of period ............................   $     64    $    345
                                                                          ========    ========


Supplemental disclosure of cash flow information:
     Interest paid ....................................................   $  4,183    $  5,035
     Income taxes paid ................................................   $    120    $     81

Supplemental disclosure of non-cash flow investing activities:
     Lease obligation incurred in the purchase of equipment ...........   $    993    $ 13,539
</TABLE>



     See accompanying notes to condensed consolidated financial statements.


                                        5
<PAGE>


                               CELADON GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001
                                   (UNAUDITED)





1.       BASIS OF PRESENTATION

         The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial reporting and the general instructions to Form 10-Q of
Regulation S-X and includes the results of Celadon Group, Inc. and its majority
owned subsidiaries. Accordingly, they do not include certain information and
note disclosures required by generally accepted accounting principles for annual
financial reporting and should be read in conjunction with the consolidated
financial statements and notes thereto of Celadon Group, Inc. (the "Company") as
of and for each of the three years in the period ended June 30, 2001.

         The unaudited interim financial statements reflect all adjustments (all
of a normal recurring nature) which management considers necessary for a fair
presentation of the financial condition and results of operations for these
periods. The results of operations for the interim period are not necessarily
indicative of the results that may be reported for the full year.

         The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.


2.       ADOPTION OF CHANGES IN ACCOUNTING

         As of July 1, 2001, the Company adopted SFAS No. 142, "Goodwill and
Other Intangible Assets," which addresses the financial accounting and reporting
standards for the acquisition of intangible assets outside of a business
combination and for goodwill and other intangible assets subsequent to their
acquisition. This accounting standard requires that goodwill be separately
disclosed from other intangible assets in the statement of financial position,
and no longer be amortized but tested for impairment on a periodic basis. The
provisions of this accounting standard also require the completion of a
transitional impairment test within six months of adoption. The transitional
impairment test has been completed and there is no impairment as of July 1,
2001, the date the Company adopted the provisions of this statement.


                                       6

<PAGE>
                               CELADON GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001
                                   (UNAUDITED)

         In accordance with SFAS No. 142, the Company discontinued the
amortization of goodwill effective July 1, 2001. A reconciliation of previously
reported net income and earnings per share to the amounts adjusted for the
exclusion of goodwill amortization net of the related income tax effect follows:


<TABLE>
<CAPTION>

                                                          FOR THE THREE MONTHS ENDED       FOR THE SIX MONTHS ENDED
                                                                   DECEMBER 31,                  DECEMBER 31,
                                                                   ------------                  ------------
                                                                2001         2000            2001             2000
                                                                ----         ----            ----             ----
                                                            (in thousands, except per      (in thousands, except per
                                                                   share amounts)               share amounts)
<S>                                                             <C>         <C>              <C>            <C>
Reported net income (loss)                                      $199        $(555)           $340           $(1,025)
Add:  Goodwill amortization, net of tax                          --           232             --                464
                                                               -----       ------           -----            ------
Adjusted net income (loss)                                      $199        $(323)           $340             $(561)


Diluted and basic earnings (loss) per share:
Reported net income (loss)                                     $0.03       $(0.07)          $0.04            $(0.13)
Add:  Goodwill amortization, net of tax                          --          0.03             --                0.06
                                                               -----       ------           -----            ------
Adjusted net income (loss)                                     $0.03       $(0.04)          $0.04            $(0.07)
                                                               =====       =======          =====            =======
</TABLE>


3.       EARNINGS PER SHARE

         The following is a reconciliation of the numerators and denominators
used in computing earnings per share (in thousands except for per share
amounts):

<TABLE>
<CAPTION>

                                                        FOR THE THREE MONTHS ENDED    FOR THE SIX MONTHS ENDED
                                                                 DECEMBER 31                 DECEMBER 31
                                                                 -----------                 -----------
                                                             2001          2000          2001          2000
                                                             ----          ----          ----          ----
<S>                                                      <C>           <C>            <C>          <C>
Income (loss) available to common shareholders           $       199   $      (555)   $      340   $    (1,025)
                                                         ===========   ===========    ==========   ===========

Basic income (loss) per share:
  Weighted - average number of common
     shares outstanding                                    7,607,370     7,729,788     7,573,506     7,756,695
                                                         ===========   ===========    ==========   ===========
  Basic income (loss) per share                          $      0.03   $     (0.07)   $     0.04   $     (0.13)
                                                         ===========   ===========    ==========   ===========

Diluted income (loss) per share:
  Weighted - average number of common
     shares outstanding                                    7,607,370     7,729,788     7,573,506     7,756,695
  Effect of stock options and other incremental shares        79,078            --        51,478            --
                                                         -----------   -----------    ----------   -----------
   Weighted - average number of common shares
      outstanding-diluted                                  7,686,448     7,729,788     7,624,984     7,756,695
                                                         ===========   ===========    ==========   ===========

Diluted income (loss) per share                          $      0.03   $     (0.07)   $     0.04   $     (0.13)
                                                         ===========   ===========    ==========   ===========
</TABLE>


         Diluted loss per share for the six months ended December 30, 2000 does
not include the anti-dilutive effect of 57 thousand stock options and other
incremental shares, respectively.


                                        7
<PAGE>


                               CELADON GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001
                                   (UNAUDITED)



4.       SEGMENT INFORMATION AND SIGNIFICANT CUSTOMERS

         The Company operates in two segments, transportation and e-commerce.
The Company generates revenue, in the transportation segment, providing
truckload hauling services through its subsidiaries, Celadon Trucking Services,
Inc., ("CTSI"), Servicios de Transportacion Jaguar, S.A. de C.V., ("Jaguar"),
Gerth Transport Ltd. ("Gerth"), Zipp Express, Inc., ("Zipp") and Cheetah
Transportation, Inc., ("Cheetah"). Cheetah was sold on June 18, 2001 and
therefore is not included in fiscal 2002 results. The Company provides certain
services over the Internet through its e-commerce subsidiary TruckersB2B, Inc.,
("TruckersB2B"). The e-commerce segment generates revenue by providing
discounted fuel, tires, and other products and services to small and
medium-sized trucking companies. The Company evaluates its operating segments on
operating results.

<TABLE>
<CAPTION>


                                               FOR THE THREE MONTHS ENDED                   FOR THE SIX MONTHS ENDED
                                                    DECEMBER 31, 2001                          DECEMBER 31, 2001
                                                    -----------------                          -----------------
                                                 (DOLLARS IN THOUSANDS)                      (DOLLARS IN THOUSANDS)
                                        Transportation   E-commerce      Total     Transportation   E-commerce       Total
                                        --------------   ----------      -----     --------------   ----------       -----
<S>                                           <C>              <C>        <C>            <C>              <C>        <C>
Revenue from external customers               $77,661        $1,688     $79,349        $159,271         $2,948     $162,219
Operating income                                2,001           223       2,224           4,377            334        4,711
Interest income                                    24           ---          24              54            ---           54
Interest expense                                1,836           ---       1,836           3,945            ---        3,945
Other expense                                      84           ---          84              91            ---           91
Income before income taxes                       $105          $223        $328            $395           $334         $729
</TABLE>


<TABLE>
<CAPTION>

                                               FOR THE THREE MONTHS ENDED                   FOR THE SIX MONTHS ENDED
                                                    DECEMBER 31, 2000                          DECEMBER 31, 2000
                                                    -----------------                          -----------------
                                                 (DOLLARS IN THOUSANDS)                      (DOLLARS IN THOUSANDS)
                                        Transportation   E-commerce      Total     Transportation   E-commerce       Total
                                        --------------   ----------      -----     --------------   ----------       -----

<S>                                           <C>            <C>        <C>            <C>              <C>        <C>
Revenue from external customers               $85,516        $1,232     $87,048        $173,334         $2,141     $175,475
Operating income (loss)                         1,949          (655)      1,294           4,384         (1,341)       3,043
Interest income                                    39           ---          39              75            ---           75
Interest expense                                2,578            60       2,638           4,906             91        4,997
Other (income)                                   (135)         (332)       (467)           (102)          (344)        (446)
Loss before income taxes                        $(455)        $(383)      $(838)          $(345)       $(1,008)     $(1,433)
</TABLE>


                                       8
<PAGE>


                               CELADON GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001
                                   (UNAUDITED)



Information as to the Company's operations by geographic area is summarized
below:

<TABLE>
<CAPTION>

                                            FOR THE THREE MONTHS ENDED                   FOR THE SIX MONTHS ENDED
                                                 DECEMBER 31, 2001                           DECEMBER 31, 2000
                                                 -----------------                           -----------------
                                              (DOLLARS IN THOUSANDS)                      (DOLLARS IN THOUSANDS)

                                               2001                 2000                   2001              2000
                                               ----                 ----                   ----              ----
<S>                                          <C>                 <C>                   <C>                <C>
    Operating revenue:
    United States                            $62,539             $69,129               $128,472           $139,484
    Canada                                    11,782              12,902                 23,881             26,347
    Mexico                                     5,028               5,017                  9,866              9,644
                                             -------             -------               --------           --------
    Total                                    $79,349             $87,048               $162,219           $175,475
                                             =======             =======               ========           ========
</TABLE>

         The Company's largest customer is DaimlerChrysler, which accounted for
approximately 20% of the Company's total truckload revenue for the three months
ended December 31, 2001 and 2000. DaimlerChrysler accounted for 21% and 19% of
the Company's total truckload revenue for the six months ended December 31, 2001
and 2000, respectively. The Company transports DaimlerChrysler original
equipment automotive parts primarily between the United States and Mexico and
DaimlerChrysler after-market replacement parts and accessories within the United
States. The Company's agreement with DaimlerChrysler is an agreement for
international freight with the Chrysler division, which expires in October 2003.
No other customer accounted for more than 5% of the Company's total revenue
during any of its two most recent fiscal years.

5.       INCOME TAXES

         Income tax expense (benefit) varies from the amount computed by
applying the federal corporate rate of 35% to income before income taxes,
primarily due to state income taxes, permanent tax differences and Mexican taxes
being based on assets in lieu of income. The effective income tax rate for the
six months ended December 31, 2001 and 2000 were 53% and 28%, respectively.

6.       COMPREHENSIVE LOSS

         Total comprehensive income (loss) was $0.4 million and $(0.8) million
for the three months ended December 31, 2001 and 2000, respectively. Total
comprehensive income (loss) was $0.2 million and $(1.1) million for the six
months ended December 31, 2001 and 2000, respectively. The difference between
the total comprehensive loss and net loss relates to the effect of foreign
currency translation adjustments.


                                       9

<PAGE>

                               CELADON GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001
                                   (UNAUDITED)



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

SALE OF SUBSIDIARY

         In June 2001, the Company sold certain assets and the owner operator
and agent contracts of Cheetah Transportation, Inc. ("Cheetah"), a wholly owned
subsidiary of the Company. Cheetah was a flatbed truckload carrier operating out
of Mooresville, NC. The Company incurred a $3.7 million loss on the disposition
of Cheetah, which included a non-cash charge of $3.2 million, related to the net
book value of goodwill and other intangible assets. For the three and six months
ended December 2000, Cheetah contributed approximately $7.3 million and $14.2
million respectively, to operating revenue. For the three and six months ended
December 2000, Cheetah contributed approximately $210 thousand and $450 thousand
respectively, in operating income.

RESULTS OF OPERATIONS

         The following table sets forth the percentage relationship of revenue
and expense items to operating revenues for the periods indicated:

<TABLE>
<CAPTION>
                                                                PERCENTAGE OF OPERATING REVENUES
                                                 FOR THE THREE MONTHS ENDED     FOR THE SIX MONTHS ENDED
                                                         DECEMBER 31,                  DECEMBER 31,
                                                         ------------                  ------------
                                                   2001            2000            2001          2000
                                                   ----            ----            ----          ----
<S>                                                  <C>            <C>            <C>            <C>
Operating Revenues .......................           100%           100%           100%           100%

Operating expenses
     Salaries, wages and employee benefits          29.0%          26.6%          29.1%          26.7%
     Fuel ................................          10.3%          11.9%          10.9%          11.6%
     Operating costs and supplies ........           9.3%           6.8%           8.9%           7.4%
     Insurance and claims ................           3.1%           2.6%           3.4%           2.5%
     Depreciation and amortization .......           4.2%           4.3%           4.1%           4.3%
     Rent and purchased transportation ...          33.9%          38.7%          33.6%          38.7%
     Communications and utilities ........           1.1%           1.1%           1.2%           1.1%
     Permits, licenses and taxes .........           2.1%           1.8%           2.0%           1.8%
     Other ...............................           4.2%           4.7%           3.9%           4.2%
                                                    ----           ----           ----           ----
Total operating expenses .................          97.2%          98.5%          97.1%          98.3%
                                                    ----           ----           ----           ----
Operating income .........................           2.8%           1.5%           2.9%           1.7%
                                                    ====           ====           ====           ====
</TABLE>


                                       10

<PAGE>

                               CELADON GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001
                                   (UNAUDITED)



THREE MONTHS ENDED DECEMBER 31, 2001 COMPARED WITH THE THREE MONTHS ENDED
DECEMBER 31, 2000

         Revenue. Consolidated revenue decreased by $7.7 million, or 9%, to
$79.3 million for fiscal 2002 from $87.0 million for fiscal 2001. Revenue for
fiscal 2001 included revenue from Cheetah and higher pass-through revenues
related to the Mexican portion of transportation. Adjusted for these items, last
year's consolidated revenue would have been $76.7 million. On a comparable
basis, excluding Cheetah and the pass-through revenues in the prior year,
revenue for the December 2001 quarter represented an increase of $2.6 million,
or approximately 3%. This increase is related to a 2% increase in volume. A
portion of the increase in mileage is related to the startup of a local shuttle
operation. Revenue for TruckersB2B was approximately $1.7 million in fiscal 2002
compared to $1.2 million in fiscal 2001. The TruckersB2B revenue for the
December 2001 quarter represents over $44 million in purchases made by its
member companies through the TruckersB2B network.

         The Company's fleet decreased from 2,705 tractors, including 959
owner-operated tractors at December 31, 2000 to 2,276 tractors including 787
owner-operated tractors at December 31, 2001. The decrease in owner-operated
tractors related primarily to the sale of Cheetah.

         Operating Income. Consolidated operating income increased by $0.9
million, or 69%, to $2.2 million in fiscal 2002 from $1.3 million in fiscal
2001. The increase in operating income was primarily a result of increased
revenue, decreased rent and purchased transportation, and decreased fuel offset
by increased salaries, wages and benefits and increased insurance expenses. The
Company's operating ratio, which expresses operating expenses as a percentage of
operating revenue improved from 98.5% in fiscal 2001 to 97.2% in fiscal 2002.

         Salaries, wages and benefits were 29.0% of operating revenues for the
three month period ending December 31, 2001 compared to 26.6% for the same
period in 2000. This increase is primarily related to driver pay for a local
shuttle operation. In addition, the Cheetah revenue and Mexican pass through
revenue decreased the percentage of revenue in fiscal 2001.

         Fuel decreased to 10.3% of revenue in the first quarter of fiscal 2002
compared to 11.9% in the first quarter of fiscal 2001. Fuel prices declined
approximately $0.25 per gallon in the December 2002 quarter compared to the
December 2001 quarter. In fiscal 2001, the increased revenue for Cheetah and
pass-through revenue resulted in a decreased percentage of revenue relative to
Company driven fleet miles.

         Insurance and claims expense was 3.1% in fiscal 2002 compared to 2.6%
for fiscal 2001. Insurance consists of premiums for liability, physical damage
and cargo damage. The Company's insurance program involves self-insurance at
various risk retention levels. Claims in excess of these risk levels are covered
by insurance in amounts the Company considers adequate. The Company accrues for
the uninsured portion of claims based on historical experience. The liability
premiums, which were renewed effective May 11, 2001, increased significantly
year-over-year.

                                       11
<PAGE>


                               CELADON GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001
                                   (UNAUDITED)


         Rent and purchased transportation decreased to 33.9% of revenue in
fiscal 2002 from 38.7% in fiscal 2001. The decrease in fiscal 2002 is primarily
related to reduced owner-operator expense caused by the sale of Cheetah. Also,
as pass-through revenue related to the Mexico portion of loads decreased, the
pass-through purchased transportation expense has also decreased. To offset
these decreases, trailer costs have risen slightly as the Company continues to
phase out 48-foot trailers and replace with 53-foot trailers. In addition,
tractor costs have increased as most new tractors added since December 31, 2000
have been operating leases.

         Net interest expense decreased by $0.8 million, or 31%, to $1.8 million
in fiscal 2002 from $2.6 million in fiscal 2001. The decrease was primarily the
result of reduced borrowings and reduced interest rates under the Company's
credit facilities.


SIX MONTHS ENDED DECEMBER 31, 2001 COMPARED WITH THE SIX MONTHS ENDED DECEMBER
31, 2000

         Revenue. Consolidated revenue decreased by $13.3 million, or 8%, to
$162.2 million for fiscal 2002 from $175.5 million for fiscal 2001. Revenue for
fiscal 2001 included revenue from Cheetah and higher pass-through revenues
related to the Mexican portion of transportation. Adjusted for these items, last
year's consolidated revenue would have been $155.2 million. On a comparable
basis, excluding Cheetah and the pass-through revenues in the prior year,
revenue for the six months ended December 2001 represented an increase of $7.0
million, or approximately 5%. This increase is primarily related to 5% increase
in volume. A portion of the increase in mileage is related to the startup of a
local shuttle operation. Revenue for TruckersB2B was approximately $2.9 million
in fiscal 2002 compared to $2.1 million in fiscal 2001. The TruckersB2B revenue
for the six months ended December 2001 represents over $84 million in purchases
made by its member companies through the TruckersB2B network.

         The Company's fleet decreased from 2,705 tractors, including 959
owner-operated tractors at December 31, 2000 to 2,276 tractors including 787
owner-operated tractors at December 31, 2001. The decrease in owner-operated
tractors related primarily to the sale of Cheetah.

         Operating Income. Consolidated operating income increased by $1.7
million, or 57%, to $4.7 million in fiscal 2002 from $3.0 million in fiscal
2001. The increase in operating income was primarily a result of increased
revenue, and decreased rent and purchased transportation and decreased fuel
offset by increased salaries, wages and benefits and increased insurance
expenses. The Company's operating ratio, which expresses operating expenses as a
percentage of operating revenue improved from 98.3% in fiscal 2001 to 97.1% in
fiscal 2002.

         Salaries, wages and benefits were 29.1% of operating revenues for the
six month period ending December 31, 2001 compared to 26.7% for the same period
in 2000. This increase is primarily related to driver pay for a local shuttle
operation. In addition, the Cheetah revenue and Mexican pass through revenue
decreased the percentage of revenue in fiscal 2001.

         Fuel decreased to 10.9% of revenue for fiscal 2002 compared to 11.6% in
fiscal 2001. Fuel prices have declined approximately $0.24 for the six months
ended December 31, 2001 compared to December 31, 2001 in December. In fiscal
2001, the increased revenue for Cheetah and pass-through revenue resulted in a
decreased percentage of revenue relative to Company driven fleet miles.


                                       12
<PAGE>



                               CELADON GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001
                                   (UNAUDITED)




         Insurance and claims expense was 3.4% in fiscal 2002 compared to 2.5%
for of fiscal 2001. Insurance consists of premiums for liability, physical
damage and cargo damage. The Company's insurance program involves self-insurance
at various risk retention levels. Claims in excess of these risk levels are
covered by insurance in amounts the Company considers adequate. The Company
accrues for the uninsured portion of claims based on historical experience. The
liability premiums, which were renewed effective May 11, 2001, increased
significantly year-over-year.

         Rent and purchased transportation decreased to 33.6% of revenue for the
six month period ending December 31, 2001 from 38.7% for the same period in
2000. The decrease in fiscal 2002 is primarily related to reduced owner-operator
expense caused by the sale of Cheetah. Also, as pass-through revenue related to
the Mexico portion of loads decreased, the pass-through purchased transportation
expense has also decreased. To offset these decreases, trailer costs have risen
slightly as the Company continues 48-foot trailers and replace with 53-foot
trailers. In addition, tractor costs have increased as most new tractors have
been operating leases in fiscal 2002.

         Net interest expense decreased by $1.0 million, or 20%, to $3.9 million
in fiscal 2002 from $4.9 million in fiscal 2001. The decrease was primarily the
result of reduced borrowings and reduced interest rates under the Company's
credit facilities.


                                       13
<PAGE>


                               CELADON GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001
                                   (UNAUDITED)



LIQUIDITY AND CAPITAL RESOURCES

         The Company's primary capital requirements in fiscal 2002 will be for
the acquisition of revenue equipment. The Company has historically met its
capital investment requirements with a combination of internally generated
funds, bank financing, equipment lease financing (both capitalized and
operating) and the issuance of common stock. Management believes that there are
presently adequate sources of secured equipment financing together with its
existing credit facilities and cash flow from operations to provide sufficient
funds to meet the Company's anticipated working capital requirements.
Furthermore, sources available under the Company's credit facilities are
dependant upon the Company maintaining compliance with its covenants or
obtaining waivers or amendments with respect to future covenant violations.

         The Company's primary source of cash flow for fiscal 2002 was provided
by operating activities. The net cash provided by operations in the six months
ending December 31, 2001 was $11.7 million compared to $4.8 million in the same
period in 2000. The increase in fiscal 2002 was the result of a reduction in the
day's sales outstanding in trade receivables, collection of the Cheetah trade
receivables offset by a reduction of accrued expenses.

         Net cash provided by investing activities decreased to $1.0 million in
fiscal 2002 from $7.2 million in fiscal 2001. This primarily relates to the
purchase and sale of revenue equipment as the Company continues to trade older
equipment for new equipment. As of December 31, 2001, the Company had no revenue
equipment on order.

         Net cash used in financing activities was $13.5 million in fiscal 2002
compared to $12.0 million in fiscal 2001. Financing activity generally
represents bank borrowings (payment and proceeds) and payment of capital lease
obligations. As of December 31, 2001, the Company had outstanding debt of $92.4
million. This debt consists of $48.3 million of capital lease obligations, $13.8
million of term loan debt, $23.6 million of revolver loan debt, $3.0 million of
mortgage debt relating to equipment, $2.9 million of mortgage debt relating to
property and $0.8 million of other debt. Interest rates on this debt range from
5.8% to 8.0%.

         The Company has a $65 million banking facility ("credit agreement")
with ING (U.S.) Capital LLC. The arrangement includes a $35 million revolving
loan and a $30 million term loan. In December 2001, the Company's credit
agreement with ING was amended to reflect modifications to the Company's
covenants and other provisions. The revolving credit termination date was
amended to September 30, 2003. Interest is based, at the Company's option, upon
either the bank's base rate plus a margin ranging from 1.0% to 2.5% or the
London Interbank Offered Rate plus a margin ranging from 2.0% to 3.5% depending
upon performance by the Company.

         Standby letters of credit, not reflected in the accompanying
consolidated financial statements, aggregated approximately $1.8 million at
December 31, 2001.


                                       14
<PAGE>


                               CELADON GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001
                                   (UNAUDITED)




SEASONALITY

         To date, the Company's revenues have not shown any significant seasonal
pattern. However, because the Company's primary traffic lane is between the
Midwest United States and Mexico, winter may have an unfavorable impact upon the
Company's results of operations. Also, many manufacturers close or curtail their
operations during holiday periods, and observe vacation shutdowns, which may
impact the Company's operations in any particular period.

INFLATION

         Many of the Company's operating expenses, including fuel costs and
related fuel taxes, are sensitive to the effects of inflation, which could
result in higher operating costs. The effects of inflation on the Company's
business during fiscal 2002 and 2001 generally were not significant.

FORWARD-LOOKING STATEMENTS

         This Report on Form 10-Q contains forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such comments
are based upon information currently available to management and management's
perception thereof as of the date of this report being filed. Actual results of
the Company's operations could materially differ from those forward looking
statements. Such differences could be caused by a number of factors including,
but not limited to, potential adverse affects of regulation and litigation;
changes in competition and the effects of such changes; increased competition;
changes in fuel prices; changes in economic, political or regulatory
environments; changes in the availability of a stable labor force; ability of
the Company to hire drivers meeting company standards; changes in management
strategies; environmental or tax matters; and risks described from time to time
in reports filed by the Company with the Securities and Exchange Commission.
Readers should take these factors into account in evaluating any such
forward-looking statements.



                                       15
<PAGE>


                               CELADON GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001
                                   (UNAUDITED)



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company is exposed to various market risks, including changes in
foreign currency exchange rates, interest rates, and fuel prices. The Company
does not enter into derivatives or other financial instruments for trading or
speculative purposes.

         The Company is exposed to interest rate risk primarily from its credit
agreement with ING (U.S.) Capital LLC in which floating rates are based, at the
Company's option, upon either the bank's base rate plus a margin ranging from
1.0% to 2.5% or the London Interbank Offered Rate plus a margin ranging from
2.0% to 3.5%, depending upon performance by the Company. A hypothetical 10%
movement in interest rates would have an impact on net income of approximately
$187 thousand. In the event of a change of such magnitude, management would
likely consider actions to further mitigate its exposure to the change.

          Shortages of fuel, increases in prices or rationing of petroleum
products can have a materially adverse effect on the operations and
profitability of the Company. Fuel is subject to economic, political and market
factors that are outside of the Company's control. The Company has historically
been able to recover a portion of high fuel prices from customers in the form of
fuel surcharges. The Company from time-to-time will enter into futures contracts
and derivative financial instruments to reduce its exposure to fuel price
fluctuations. As of December 31, 2001, the Company had 14% of estimated fuel
purchases hedged through March 2002. The Company recognized approximately $155
thousand of expense associated with these derivative contracts for the quarter
ended December 31, 2001. A hypothetical 10% movement on the price of fuel
futures would have an impact on net income of approximately $55 thousand.

         The Company's foreign currency revenues are generally proportionate to
its foreign currency expenses and the Company does not generally engage in
currency hedging transactions. For purposes of consolidation, however, the
operating results earned by the Company's subsidiaries in foreign currencies is
converted into United States dollars. As a result, a decrease in the value of
the Mexican peso or Canadian dollar could adversely affect the Company's
consolidated results of operations and equity.


                                       16
<PAGE>


                               CELADON GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001
                                   (UNAUDITED)


                           PART II - OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS

         There are various claims, lawsuits and pending actions against the
Company and its subsidiaries which arose in the normal course of the operations
of its business. The Company believes many of these proceedings are covered in
whole or in part by insurance and that none of these matters will have a
material adverse effect on its consolidated financial position or results of
operations in any given period.

         The Company is a defendant in a lawsuit filed by Reliance National
Indemnity Company ("Reliance") relating to one trucker's liability insurance
policy. The Company disagrees with Reliance and intends to vigorously defend
this lawsuit. This case is in the discovery phase and no trial date has been
set. On May 29, 2001, Reliance was placed in rehabilitation by the Commonwealth
of Pennsylvania and all activity on this case has been indefinitely stayed by
the Federal Judge presiding over this case. While there can be no certainty as
to the outcome, the Company believes that the ultimate resolution of this matter
will not have a material adverse effect on its consolidated financial position
or results of operations in any given period.

ITEM 2.       CHANGES IN SECURITIES - NONE

ITEM 3.       DEFAULTS UPON SENIOR SECURITIES - NONE

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - NONE

              Celadon Group, Inc. held its regular Annual Meeting of
shareholders on November 19, 2001. Proxies representing 6,566,936 shares of
Common Stock or 87% of the total outstanding shares voted as follows:

              Proposal I - Election of Directors    Voted For      Vote Withheld
                                                    ---------      -------------

              Stephen Russell                       6,441,958      124,978
              Paul A. Biddelman                     6,552,554       14,382
              Michael Miller                        6,559,155        7,781
              Anthony Heyworth                      6,556,054       10,882
              John Kines                            6,559,155        7,781


ITEM 5.       OTHER INFORMATION - NONE

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

              (a) Exhibits

                  10.29 -- Eighth Amendment Credit Agreement dated December 31,
                  2001 between the Company and Celadon Trucking Services, Inc.
                  and ING (U.S.) Capital LLC.

              (b) The Company did not file any reports on form 8-K during the
                  three months ended December 31, 2001.


                                       17
<PAGE>


                                   SIGNATURES


         Pursuant to the requirements 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.
                                                  (Registrant)


                                               /s/Stephen Russell
                                                 Stephen Russell
                                             Chief Executive Officer


                                                  /s/Paul A. Will
                                                    Paul A. Will
                                             Chief Financial Officer


Date: February 14, 2002


                                       18

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>3
<FILENAME>c67557ex10-29.txt
<DESCRIPTION>8TH AMENDMENT CREDIT AGREEMENT DATED 12/31/01
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.29

                                EIGHTH AMENDMENT

     EIGHTH AMENDMENT, dated as of December 31, 2001 (this "Amendment"), to the
Credit Agreement, dated as of August 11, 1999 (as amended, supplemented or
otherwise modified prior to the date hereof, the "Existing Credit Agreement"; as
modified hereby and as further amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among CELADON GROUP, INC., a Delaware
corporation ("Group") and CELADON TRUCKING SERVICES, INC., a New Jersey
corporation ("Trucking"; together with Group, each a "Borrower", collectively,
the "Borrowers") the banks and other financial institutions parties thereto (the
"Lenders"), and ING (U.S.) CAPITAL LLC, as administrative agent (the
"Administrative Agent") and arranger for the Lenders.

                                    RECITALS

     The Borrowers have requested that the Administrative Agent and the Lenders
agree to amend certain provisions of the Credit Agreement as set forth in this
Amendment. The Administrative Agent and the Lenders parties hereto are willing
to agree to such amendments, but only on the terms and subject to the conditions
set forth in this Amendment.

     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Borrowers, the Administrative Agent and the Lenders hereby
agree as follows:

     1. DEFINED TERMS. UNLESS OTHERWISE DEFINED HEREIN, TERMS DEFINED IN THE
CREDIT AGREEMENT ARE USED HEREIN AS THEREIN DEFINED.

     2. AMENDMENTS. (A) SECTION 1.1 OF THE EXISTING CREDIT AGREEMENT IS HEREBY
AMENDED BY DELETING THE FOLLOWING DEFINITIONS AND SUBSTITUTING IN LIEU THEREOF
THE FOLLOWING NEW DEFINITIONS, TO READ IN THEIR ENTIRETY AS FOLLOWS:

          "Applicable Margin": for any Term Loan or Revolving Credit Loan of any
     Type at any time following the date on which the Administrative Agent
     receives the financial statements of Group for the fiscal quarter ending
     September 30, 1999 in accordance with Section 8.1(b) on which the Leverage
     Ratio, as most recently determined as of the date the certificate
     containing such Leverage Ratio is delivered pursuant to Section 8.2(b), is
     within any of the ranges set forth below, the rate per annum set forth
     under the relevant column heading opposite the applicable range below;
     provided, that any changes in such rate shall be effective as of the date
     which is five (5) days following the date on which the certificate
     containing such Leverage Ratio is delivered:


                                       1
<PAGE>

          --------------------------------------------------------------------
               Leverage Ratio           Base Rate Loans     Eurodollar Loans
          --------------------------------------------------------------------
             Greater than 4.50               2.50%               3.50%
          --------------------------------------------------------------------
             Less than or equal to           2.25%               3.25%
           4.50 but greater than 4.25
          --------------------------------------------------------------------
             Less than or equal to           2.00%               3.00%
           4.25 but greater than 4.0
          --------------------------------------------------------------------
           Less than or equal to             1.75%               2.75%
          4.0 but greater than 3.5
          --------------------------------------------------------------------
           Less than or equal to
          3.5 but greater than 3.0           1.50%               2.50%
          --------------------------------------------------------------------
           Less than or equal to
          3.0 but greater than 2.5           1.25%               2.25%
          --------------------------------------------------------------------
          Less than or equal to 2.5          1.00%               2.00%
          --------------------------------------------------------------------

          provided, that in the event that the certificate containing the
     determination of the Leverage Ratio is not delivered by the date specified
     and otherwise in accordance with Section 8.2(b) hereof, the applicable
     margin shall be the highest rate per annum for such Type of Loan set forth
     above from the date on which such certificate was required to be delivered
     in accordance with Section 8.2(b) until such time as such certificate is
     delivered to the Lenders; and provided further, that in calculating the
     Leverage Ratio for the purposes of determining the Applicable Margin, the
     financial performance of TruckersB2B.com, Inc. shall be included.

     "Excess Cash Flow": as to Group for each Excess Cash Flow Period:

     (a)  Consolidated EBITDA for such Excess Cash Flow Period;

          plus (b) the decrease (if any) in the amount of the excess of
     Consolidated Current Assets (excluding cash and Cash Equivalents) over
     Consolidated Current Liabilities at the end of such Excess Cash Flow Period
     compared to the amount of the excess of Consolidated Current Assets
     (excluding cash and Cash Equivalents) over Consolidated Current Liabilities
     at the end of the immediately preceding Excess Cash Flow Period of Group;



                                       2
<PAGE>

          minus (c) the sum of (i) the amount of (A) all regularly scheduled
     payments of principal of the Term Loans actually made during such Excess
     Cash Flow Period, (B) any voluntary prepayment of principal of the Term
     Loans made during such Excess Cash Flow Period, (C) any permanent reduction
     in the Revolving Credit Commitments made during such Excess Cash Flow
     Period to the extent that, before giving effect to such reduction, the
     average outstanding principal balance of the Revolving Credit Loans for the
     thirty (30) days prior to such reduction exceeds the aggregate Revolving
     Credit Commitments after giving effect to such reduction, (D) any voluntary
     prepayment and any regularly scheduled payment of principal of other
     permitted Indebtedness to the extent not subject to reborrowing, made
     during such Excess Cash Flow Period and (E) all scheduled payments made
     under Financing Leases actually made during such Excess Cash Flow Period,
     (ii) the amount of all interest payments actually made in cash during such
     Excess Cash Flow Period by Group and its consolidated Subsidiaries, (iii)
     the amount of capital expenditures (other than capital expenditures in
     respect of Financing Leases) actually made during such Excess Cash Flow
     Period by the Loan Parties to the extent permitted by Section 9.8, (iv)
     cash income taxes paid by the Loan Parties during such Excess Cash Flow
     Period and (v) the increase (if any) in the amount of the excess of
     Consolidated Current Assets (excluding cash and Cash Equivalents) over
     Consolidated Current Liabilities at the end of such Excess Cash Flow Period
     compared to the amount of the excess of Consolidated Current Assets
     (excluding cash and Cash Equivalents) over Consolidated Current Liabilities
     at the end of the immediately preceding Excess Cash Flow Period of Group.

          "Revolving Credit Termination Date": September 30, 2003.

     (b)  Section 1.1 of the Existing Credit Agreement is hereby amended by
deleting the last sentence found at the end of the definitions of (i)
"Consolidated EBIT", (ii) "Consolidated EBITDA", (iii) "Consolidated EBITDAR",
(iv) "Consolidated Fixed Charges", (v) "Consolidated Funded Debt", (vi)
"Consolidated Funded Obligations", (vii) "Consolidated Interest Expense", (viii)
"Consolidated Net Income" and (ix) "Consolidated Tangible Net Worth".

     (c)  Section 1.1 of the Existing Credit Agreement is hereby amended by
adding the following definitions thereto:

          "Excess Cash Flow Period": for purposes of calculating the Excess Cash
     Flow, each six-month period ending June 30th and December 31st of each
     year.

          "Insurance Account": as defined in Section 8.14(a)(i).

          "Insurer": as defined in Section 8.14(a)(i).

     (d)  Section 5.5(c) of the Existing Credit Agreement is hereby amended by
deleting such subsection in its entirety, and substituting in lieu thereof the
following new subsection to read in its entirety as follows:


                                       3
<PAGE>

          "(c) The Borrowers shall prepay the Loans and reduce the Commitments
     in an amount equal to (i) 100% of the Net Proceeds from the termination of
     any pension plans of any Borrower or any Subsidiary, (ii) 100% of the Net
     Proceeds of any sale or issuance of debt securities, (iii) 100% of the Net
     Proceeds of any sale or issuance of any equity securities, in either case
     by any Borrower or any Subsidiary, whether in a public offering, a private
     placement or otherwise, (iv) 100% of the Net Proceeds of any sale, lease,
     assignment, exchange or other disposition for cash of any asset or group of
     assets (including, without limitation, but subject to clause (e) of this
     Section 5.5, insurance proceeds paid as a result of any destruction,
     casualty or taking of any property of any Borrower or any Subsidiary), not
     made in the ordinary course of business, by any Borrower or any Subsidiary,
     in any such case no later than three Business Days following receipt by
     such Borrower or such Subsidiary of such proceeds, together with accrued
     interest to such date on the amount prepaid, and (v) funds on deposit in
     the CNA Account released to the Borrowers to the extent described in
     Section 8.14; provided, that, during any fiscal year, no such prepayment
     shall be required pursuant to subclause (iv) of this Section 5.5(c) unless
     the aggregate amount of such Net Proceeds received by the Borrowers and
     their Subsidiaries and not previously applied to prepayment of the Term
     Loans and the reduction of the Commitments pursuant to Section 5.5(c)(iv)
     is at least $100,000 for such fiscal year. Amounts prepaid pursuant to this
     Section 5.5(c) shall be applied first to installments of principal of the
     Term Loans until paid in full, and second to the reduction of the Revolving
     Credit Commitments and the prepayment of the Revolving Credit Loans and/or
     to cash collateralize or replace Letters of Credit. Prepayments of
     installments of Term Loans shall be applied in the inverse order of
     maturity and such amounts so prepaid may not be reborrowed. Nothing in this
     Section 5.5(c) shall be construed to derogate any restriction or limitation
     contained in any Loan Document imposed on any transaction of the types
     described in this Section 5.5(c), including without limitation the
     restrictions set forth in Sections 9.2, 9.5 and 9.6 hereof."

     (e)  Section 5.5(d) of the Existing Credit Agreement is hereby amended by
deleting such subsection in its entirety, and substituting in lieu thereof the
following new subsection to read in its entirety as follows:

          "(d) Upon the end of the Excess Cash Flow Period ending June 30th and
     December 31st of each year, within three (3) days following the earlier of
     the date on which the financial statements referred to in Sections 8.1(b)
     for such period ending June 30th, and Section 8.1(a) for such period ending
     December 31st, respectively, are required to be delivered in respect of
     such period of Group, beginning with the Excess Cash Flow Period ending
     December 31, 2001, and the date on which such financial statements are
     actually delivered, the Borrowers shall prepay the Term Loans and
     permanently reduce the Commitments in the amount of 100% of the Excess Cash
     Flow for such Excess Cash Flow Period, together with accrued interest to
     such date on the amount prepaid. Amounts prepaid pursuant to this Section
     5.5(f) shall be applied, first, to installments of principal of the Term
     Loans until paid in full (60% of such prepayment shall be applied to
     installments of the Term Loans in the inverse order of maturity and 40% of
     each such prepayment shall be applied pro rata to the regularly scheduled
     installments of the Term Loans, excluding the final installment payable
     September 30, 2003 until all prior installments shall have been paid in
     full, and all such amounts so prepaid may not be reborrowed), and, second,
     to the reduction of the Revolving


                                       4
<PAGE>

     Credit Commitments and prepayment of the Revolving Credit Loans and/or to
     cash collateralize or replace Letters of Credit."

          (f)  Section 8.1 of the Existing Credit Agreement is hereby amended by
adding the following new subsection (e), to read in its entirety as follows:

          "(e) as soon as available, but in any event not later than 30 days
     after the end of each calendar month, the unaudited consolidated statements
     of income of each Borrower and its consolidated Subsidiaries for such month
     and the portion of the fiscal year through the end of such month, setting
     forth in each case in comparative form the figures for the previous year,
     certified by a Responsible Officer as being fairly stated in all material
     respects (subject to normal year-end audit adjustments);"

          (g)  Subsection 8.2(b) of the Existing Credit Agreement is hereby
amended by deleting such subsection in its entirety and substituting in lieu
thereof the following new subsection, to read in its entirety as follows:

          "(b) concurrently with the delivery of the financial statements
     referred to in Section 8.1, a certificate of a Responsible Officer (i)
     stating that, to the best of such Officer's knowledge, each Borrower during
     such period has observed or performed all of its covenants and other
     agreements, and satisfied every condition, contained in this Agreement and
     the other Loan Documents to be observed, performed or satisfied by it, and
     that such Officer has obtained no knowledge of any Default or Event of
     Default except as specified in such certificate and (ii) showing in detail
     the calculations supporting such Officer's certification of the Borrowers'
     compliance with the requirements of Section 9.1;"

          (h)  Section 8 of the Existing Credit Agreement is hereby amended by
re-lettering subsections (d), (e), (f) and (g) to read as subsections (e), (f),
(g) and (h), respectively, and inserting the following new subsection (d), to
read in its entirety as follows:

          "(d) within three Business Days following the last Business Day of
     each week, a Borrowing Base Certificate showing the Borrowing Base as of
     the last Business day of such week, certified as complete and correct by a
     Responsible Officer;"

          (i)  The Existing Credit Agreement is hereby amended by adding the
following new Section 8.14, to read in its entirety as follows:

          "8.14 Liability Insurance. (a)(i) To the extent required by its
     insurance carrier, as of December 31, 2001, CNA (an "Insurer"), the
     Borrowers shall deposit funds into a deposit account (an "Insurance
     Account") maintained at a Lender for the benefit of the Insurer securing
     the obligations of the Borrowers to pay the "deductible" portion of any
     insurance claims paid by the Insurer and shall enter into a control
     agreement in form and substance satisfactory to the Administrative Agent in
     respect of such Insurance Account.

                (ii) The Borrowers shall use their best efforts to obtain surety
          bonds to replace the funds on deposit in an Insurance Account.


                                       5
<PAGE>

                (iii) The Borrowers shall grant the Administrative Agent, for
          the benefit of the Lenders, a security interest in each Insurance
          Account, such interest of the Lenders to be junior to the security
          interest of the Insurer in such Insurance Account.

     (a)  Except as provided in subsection (c) below, if for any reason the
Insurer releases the funds on deposit in the Insurance Account, 100% of such
funds shall be applied to prepay the Term Loan and permanently reduce the
Commitments as provided in Section 5.5(c) of the Credit Agreement.

     (b)  In the event the Borrowers receive approval to participate in the
Department of Transportation's insurance program (the "DOT Insurance Program"),
100% of the funds on deposit in the Insurance Account, minus the cost of the DOT
Insurance Program, upon release by the Insurer, shall be applied to prepay the
Term Loan and permanently reduce the Commitments as provided in Section 5.5(c)
of the Credit Agreement."

     (j)  Section 9.1 of the Existing Credit Agreement is hereby amended by
deleting such Section in its entirety and substituting in lieu thereof the
following new section 9.1, to read in its entirety as follows:

          "9.1 Financial Condition Covenants.

          (a)  Adjusted Leverage Ratio. Permit, for any period of four
     consecutive fiscal quarters ending on any date set forth below, the
     Adjusted Leverage Ratio to be greater than the amount set forth opposite
     such period below:


          ---------------------------------------------
            Four Fiscal Quarters Ending      Ratio
          ---------------------------------------------
                 December 31, 2001           4.25
          ---------------------------------------------
                   March 31, 2002            4.25
          ---------------------------------------------
                   June 30, 2002             4.15
          ---------------------------------------------
                 September 30, 2002          4.05
          ---------------------------------------------
                 December 31, 2002           4.00
          ---------------------------------------------
                   March 31, 2003            3.90
          ---------------------------------------------
                   June 30, 2003             3.80
          ---------------------------------------------

          (b)  Minimum Fixed Charge Coverage. Permit, for any period of four
     consecutive fiscal quarters ending on any date set forth below, the ratio
     of (y) Consolidated EBITDAR for such period to (z) Consolidated Fixed
     Charges for such period, to be less than the amount set forth opposite such
     period below:


          ---------------------------------------------
            Four Fiscal Quarters Ending      Ratio
          ---------------------------------------------
                 December 31, 2001           0.80
          ---------------------------------------------
                  March 31, 2002             0.80
          ---------------------------------------------
                   June 30, 2002             0.80
          ---------------------------------------------
                 September 30, 2002          0.85
          ---------------------------------------------
                 December 31, 2002           0.85
          ---------------------------------------------
                  March 31, 2003             0.90
          ---------------------------------------------
                   June 30, 2003             1.00
          ---------------------------------------------

                                       6
<PAGE>

          (c)  Maintenance of Consolidated Tangible Net Worth. Permit
     Consolidated Tangible Net Worth at any time to be less than the sum of (i)
     $33,000,000, (ii) the sum of 75% of Consolidated Net Income (without
     reduction for any net loss) for each fiscal quarter ended prior to such
     time, commencing with the fiscal quarter ended December 31, 2001, and (iii)
     an amount equal to 80% of the Net Proceeds received in connection with the
     offering of any equity securities of Group, excluding any Net Proceeds
     received by Group in connection with the exercise of any stock options so
     long as the stock delivered by Group in connection with the exercise of
     such option is not newly issued stock of Group.

          (d)  Limitation on Leasing. Permit, at any time during any period set
     forth below, the sum of (i) all Financing Leases, and (ii) all obligations
     of each Borrower or any of its Subsidiaries in respect of any lease of real
     or personal property, including, without limitation, residual payments
     required pursuant to terminal rental adjustment clauses set forth in leases
     of tractors and trailers the term of which is more than one year from such
     time, in respect of which the Borrower or any of its Subsidiaries is
     obligated as lessee or a user, which lease obligations shall be discounted
     at a rate equal to the rate set forth in such lease, to exceed the amount
     set forth opposite such period below:

          -----------------------------------------------------------
                           Test Period                     Amount
          -----------------------------------------------------------
          September 30, 2001   to   December 31, 2002     $142,000
          -----------------------------------------------------------
          January 1, 2003      to   June 30, 2003         $144,000
          -----------------------------------------------------------

          (e)  Minimum EBITDA. Permit Consolidated EBITDA for any fiscal quarter
     set forth below to be less than the amount set forth opposite such fiscal
     quarter in the column headed "Fiscal Quarter Amount" below; provided,
     however, in the event that the Consolidated EBITDA for such fiscal quarter
     is less than the amount set forth opposite such fiscal quarter in the
     column headed "Fiscal Quarter Amount" below, the Borrowers shall
     nonetheless be in compliance with this subsection if (i) in the case of the
     fiscal quarters ending March 31, 2002, June 30, 2002, September 30, 2002
     and December 31, 2002, respectively, the Cumulative Consolidated EBITDA for
     such fiscal quarter exceeds the amount set forth opposite such fiscal
     quarter in the column headed "Cumulative Amount" below (for purposes of
     this subsection, "Cumulative Consolidated EBITDA" shall mean the aggregate
     amount of Consolidated EBITDA for a period beginning with the fiscal
     quarter ending December 31, 2001


                                       7
<PAGE>

     and ending at the end of the relevant fiscal quarter), or (ii) in the case
     of the fiscal quarters ending March 31, 2003 and June 30, 2003,
     respectively, the aggregate amount of Consolidated EBITDA for the four
     consecutive fiscal quarters ending on March 31, 2003 and June 30, 2003,
     respectively, exceeds the amount set forth opposite such fiscal quarter in
     the column headed "Cumulative Amount" below:

          -------------------------------------------------------------------
            Fiscal Quarter         Fiscal Quarter
                Ending                 Amount            Cumulative Amount
          -------------------------------------------------------------------
          December 31, 2001            $4,650                  $4,650
          -------------------------------------------------------------------
          March 31, 2002               $4,750                  $9,400
          -------------------------------------------------------------------
          June 30, 2002                $5,000                 $14,400
          -------------------------------------------------------------------
          September 30, 2002           $5,300                 $19,700
          -------------------------------------------------------------------
          December 31, 2002            $5,300                 $25,000
          -------------------------------------------------------------------
          March 31, 2003               $5,500                 $22,000
          -------------------------------------------------------------------
          June 30, 2003                $5,700                 $23,000
          -------------------------------------------------------------------

          (k)  Section 9.3 of the Existing Credit Agreement is hereby amended by
adding the following new subsection (j), to read in its entirety as follows:

          "(j) Liens created in favor of an Insurer in an Insurance Account as
     contemplated by Section 8.14 hereto."

          1.   Schedule 2.2 of the Existing Credit Agreement is hereby amended
by deleting such Schedule in its entirety and substituting in lieu thereof
Schedule 2.2 to this Amendment.

          2.   Special Collateral Audit. Counsel, or a special adviser, to the
Administrative Agent shall perform a comprehensive audit of the status of the
Collateral to verify that fully perfected first-priority Liens have been granted
on the Collateral in favor of the Administrative Agent, for the ratable benefit
of the Lenders, in such Collateral. All fees and expenses of such collateral
audit shall be paid by the Borrowers including, without limitation, the fees and
disbursements of Cadwalader, Wickersham & Taft, counsel to the Administrative
Agent.

          3.   Fees. 4. On or prior to the Amendment Effective Date, the
Borrowers, jointly and severally, shall pay to the Administrative Agent, for the
benefit of each Lender, an amendment fee (the "Amendment Fee") in the amount of
$125,000.

          (b). In the event any Loans or Letters of Credit are outstanding as of
December 31, 2002 (the "Interim Fee Date"), the Borrowers, jointly and
severally, shall pay to the Administrative Agent, for the benefit of each
Lender, on the Interim Fee Date, a fee in the amount of $125,000.

          (5). Condition Precedent. This Amendment shall become effective on the
date (the "Amendment Effective Date") on which the following conditions
precedent shall have been satisfied:

                                       8
<PAGE>

          (a)  receipt by the Administrative Agent of this Amendment, executed
and delivered by duly authorized officers of the Required Lenders and the
Borrowers and acknowledged by each of the Guarantors;

          (b)  receipt by the Administrative Agent of the First Amendment to the
Security Agreement, executed and delivered by duly authorized officers of the
Borrowers, substantially in the form of Exhibit A attached hereto;

          (c)  receipt by the Administrative Agent of an Officer's Certificate
from each Borrower, executed by the President or any Vice President and the
Secretary or any Assistant Secretary of such Borrower, stating that after giving
effect to this Amendment, (i) all the representations and warranties contained
in the Credit Agreement and the other Loan Documents will be true and correct,
(ii) no Default or Event of Default will have occurred and be continuing, (iii)
there has been no change to the certificate of incorporation and by-laws of such
Borrower as of the Closing Date, (iv) there has been no change to such
Borrower's state of organization from its state of organization as of the
Closing Date, and (v) such Borrower has not created any Subsidiaries from and
after the Closing Date without notifying the Administrative Agent, all of which
statements shall be true and correct as of the Amendment Effective Date;

          (d)  receipt by the Administrative Agent of an executed legal opinion
of Faust, Rabbach & Oppenheim, LLP, counsel to the Borrowers, in form and
substance satisfactory to the Administrative Agent;

          (e)  receipt by the Administrative Agent of a side letter regarding
the sale or other disposition of certain non-core assets of the Borrowers, duly
executed and delivered by the Borrowers to the Lenders, in form and substance
satisfactory to the Administrative Agent;

          (f)  receipt by the Administrative Agent of the Amendment Fee; and

          (g)  receipt by the Administrative Agent of any other documents
relating hereto that shall be reasonably requested by the Administrative Agent.



                                       9
<PAGE>

          6.   No Default. On the Amendment Effective Date, (i) the Borrowers
shall be in compliance with all the terms and provisions set forth in the Loan
Documents on its part to be observed or performed, (ii) the representations and
warranties made and restated by each Borrower pursuant to Section 7 of this
Amendment shall be true and complete on and as of such date with the same force
and effect as if made on and as of such date, and (iii) no Default or Event of
Default shall have occurred and be continuing on such date.

          7.   Representations and Warranties. To induce the Administrative
Agent and the Lenders to enter into this Amendment, the Borrowers hereby
represent and warrant to the Administrative Agent and the Lenders that, after
giving effect to the amendments provided for herein, the representations and
warranties contained in the Credit Agreement and the other Loan Documents will
be true and correct in all material respects as if made on and as of the date
hereof and that no Default or Event of Default will have occurred and be
continuing.

          8.   Counterparts. This Amendment may be executed by one or more of
the parties hereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

          9.   Expenses. Each Borrower, jointly and severally, hereby agrees to
pay and reimburse the Administrative Agent for all of the reasonable and
documented out-of-pocket costs and expenses incurred by the Administrative Agent
in connection with the preparation, execution and delivery of this Amendment,
including, without limitation, the fees and disbursements of Cadwalader,
Wickersham & Taft, counsel to the Administrative Agent.

          10.  Applicable Law. This Amendment shall be governed by, and
construed and interpreted in accordance with, the laws of the state of New York.



                            [SIGNATURE PAGES FOLLOW]
                                [To be attached]



                                       10
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered as of the day and year first above written.



                                      CELADON GROUP, INC.


                                      By: /s/ Roger Burbage
                                          -----------------
                                      Name:   Roger Burbage
                                      Title:  Secretary


                                      CELADON TRUCKING SERVICES, INC.


                                      By: /s/ Roger Burbage
                                          -----------------
                                      Name:   Roger Burbage
                                      Title:  Secretary


                                      ING (U.S.) CAPITAL LLC,
                                      as Administrative Agent and as a Lender


                                      By: /s/ Bill Redmond
                                          -----------------
                                      Name:   William Redmond
                                      Title:  Director



<PAGE>

The undersigned Lenders hereby consent and agree to the foregoing Amendment:


                                      KEYBANK NATIONAL ASSOCIATION,
                                      as a Lender


                                      By:    /s/ Kevin Hipskind
                                             ------------------
                                      Name:  Kevin Hipskind
                                      Title: Vice President


                                      NATIONAL BANK OF CANADA,
                                      as a Lender


                                      By:    /s/ David G. Fuller
                                             -------------------
                                      Name:  David G. Fuller
                                      Title: Vice President


                                      UNION PLANTERS BANK, N.A.,
                                      as a Lender


                                      By:    /s/ Michael S. Repp
                                             -------------------
                                      Name:  Michael S. Repp
                                      Title: Vice President


                                      THE NORTHERN TRUST COMPANY,
                                      as a Lender


                                      By:    /s/ Jeffrey B. Clark
                                             --------------------
                                      Name:  Jeffrey B. Clark
                                      Title: Vice President


                                      FIFTH THIRD BANK, INDIANA,
                                      as a Lender


                                      By:    /s/ Jeffrey L. Hale
                                             -------------------
                                      Name:  Jeffrey L. Hale
                                      Title: Vice President


<PAGE>


The undersigned guarantors hereby consent and agree to the foregoing Amendment:

                                      CELADON TRUCKING SERVICES OF INDIANA, INC.

                                      By: /s/ Roger Burbage
                                          -----------------
                                      Name:   Roger Burbage
                                      Title:  Secretary

                                      CELADON TRANSPORTATION, LLP

                                      By: /s/ Roger Burbage
                                          -----------------
                                      Name:   Roger Burbage
                                      Title:  Secretary

                                      CHEETAH BROKERAGE CO.

                                      By: /s/ Roger Burbage
                                          -----------------
                                      Name:   Roger Burbage
                                      Title:  Secretary

                                      CHEETAH TRANSPORTATION CO.

                                      By: /s/ Roger Burbage
                                          -----------------
                                      Name:   Roger Burbage
                                      Title:  Secretary

                                      INTERNATIONAL FREIGHT HOLDING CORP.

                                      By: /s/ Roger Burbage
                                          -----------------
                                      Name:   Roger Burbage
                                      Title:  Secretary

                                      JML FREIGHT FORWARDING, INC.

                                      By: /s/ Roger Burbage
                                          -----------------
                                      Name:   Roger Burbage
                                      Title:  Secretary

                                      RIL GROUP, LTD.

                                      By: /s/ Roger Burbage
                                          -----------------
                                      Name:   Roger Burbage
                                      Title:  Secretary

<PAGE>


                                      RIL INC.

                                      By: /s/ Roger Burbage
                                          -----------------
                                      Name:   Roger Burbage
                                      Title:  Secretary

                                      WELLINGMUFT HOLDING CO.

                                      By: /s/ Roger Burbage
                                          -----------------
                                      Name:   Roger Burbage
                                      Title:  Secretary

                                      CELADON LOGISTICS, INC.

                                      By: /s/ Roger Burbage
                                          -----------------
                                      Name:   Roger Burbage
                                      Title:  Secretary

                                      RANDY EXPRESS, LTD.

                                      By: /s/ Roger Burbage
                                          -----------------
                                      Name:   Roger Burbage
                                      Title:  Secretary

                                      RIL ACQUISITION CORP.

                                      By: /s/ Roger Burbage
                                          -----------------
                                      Name:   Roger Burbage
                                      Title:  Secretary

                                      CELADON JACKY MAEDER CO.

                                      By: /s/ Roger Burbage
                                          -----------------
                                      Name:   Roger Burbage
                                      Title:  Secretary

                                      ZIPP EXPRESS, INC.

                                      By: /s/ Roger Burbage
                                          -----------------
                                      Name:   Roger Burbage
                                      Title:  Secretary

                                      CELADON E-COMMERCE, INC.

                                      By: /s/ Roger Burbage
                                          -----------------
                                      Name:   Roger Burbage
                                      Title:  Secretary

                                      TRUCKERSB2B.COM, INC.

                                      By: /s/ Roger Burbage
                                          -----------------
                                      Name:   Roger Burbage
                                      Title:  Secretary


</TEXT>
</DOCUMENT>
</SUBMISSION>
