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<CONFORMED-NAME>CELADON GROUP INC
<CIK>0000865941
<ASSIGNED-SIC>4213
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<STREET1>ONE CELADON DR
<CITY>INDIANAPOLIS
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<ZIP>46236-4207
<PHONE>2129774447
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<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


--------------------------------------------------------------------------------

                                    Form 8-K
                                 Current report
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                                 Date of Report:
                                 August 21, 2003

--------------------------------------------------------------------------------


                               CELADON GROUP, INC.

<Table>
<Caption>
<S>                              <C>                          <C>
          Delaware                       0-23192                  13-3361050
(State or other jurisdiction     (Commission File Number)      (I.R.S. Employer
     Of incorporation)                                       Identification No.)
</Table>

                                One Celadon Drive
                             Indianapolis, IN 46235
                  (Address, including zip code, of registrant's
                           principal executive office)


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



ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

         On Thursday, August 21, 2003, Celadon Group, Inc., a Delaware
corporation (the "Company"), released a press release disclosing the purchase of
certain assets of Highway Express, Inc. A copy of the Press Release is attached
to this report as Exhibit 99.1 and is incorporated herein.

EXHIBIT NUMBER      EXHIBIT TITLE
99.1                Celadon Group, Inc. press release announcing purchase of
                    certain assets of Highway Express, Inc.


         The information herein (including the exhibits hereto) and the
statements by Company representatives contain "forward-looking statements" that
are made pursuant to the safe-harbor provisions of the Private Securities
Litigation Reform Act of 1995 and

<PAGE>

otherwise may be protected. Such statements are made based on the current
beliefs and expectations of the Company's management and are subject to
significant risks and uncertainties. Actually results may differ from those
anticipated by forward-looking statements. Please refer to the Company's Annual
Report on Form 10-K and other filings with the Securities and Exchange
Commission for information concerning risks, uncertainties and other factors
that may affect future results.

                                   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.


                                                  /s/Stephen Russell
                                                  ------------------
                                                    Stephen Russell
                                         Chairman and Chief Executive Officer
Dated:  August 25, 2003





EXHIBIT INDEX


99.1     Celadon Group, Inc. Press Release announcing purchase of certain assets
         of Highway Express, Inc.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>c79290exv99w1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>
             Celadon Group, Inc.                                    EXHIBIT 99.1
             One Celadon Drive
             Indianapolis, IN 46235-4207
             317-972-7000





In Chicago:                                             Contact at the Company:
Karl Plath or Brien Gately                              Steve Russell, Chairman
847-296-4200                                            Paul Will, CFO


                  CELADON GROUP ACQUIRES BUSINESS AND ASSETS OF
                              HIGHWAY EXPRESS, INC.


INDIANAPOLIS, IN - AUGUST 21, 2003- Celadon Group, Inc. (NASDAQ-CLDN) announced
today it has completed the acquisition of the business and certain assets of
Highway Express, Inc. Highway Express is a truckload carrier based in Richmond,
Virginia that generated approximately $27 million in revenue during 2002.
Highway Express was started in 1991 by Mr. J. Harwood Cochrane, who also started
Overnite Transportation in 1935 and was the Chairman when the shareholders of
Overnite agreed to sell to the Union Pacific Railroad in 1986.

In the transaction, Celadon acquired all of the tractors and trailers, as well
as certain other assets related to the business. Celadon will continue to
operate Highway Express from its Richmond, Virginia headquarters. The purchase
price was not disclosed.

Steve Russell, Chairman and Chief Executive Officer of Celadon, indicated, "We
are excited about the acquisition of Highway Express. They have an excellent
customer base and great drivers, many of whom have been working for Highway
Express since Mr. Cochrane started the company. The Highway customer base is
predominately consumer non-durables in accordance with our strategic plan to
build commodity diversification. We believe the acquisition will be accretive in
the first quarter of operation."


Mr. J. Harwood Cochrane, Chairman and Chief Executive Officer of Highway
Express, Inc., said, "Our employees have made Highway Express the great company
it is. I'm very pleased with Celadon's acquisition and excited that they will
retain this very loyal group of employees. Celadon can provide some wonderful
resources and offer a wide variety of new service offerings for our customers."

Mr. Cochrane will be leaving not only the company but also the industry. "I'll
miss trucking," he said. "I've enjoyed this business and it has been very good
to me over the years but I believe it's time for me to retire. It's probably
good that I was required to sign a non-compete agreement as part of the sale so
that I know I have to focus on enjoying my retirement." Mr. Cochrane first
started trucking in 1933.

<PAGE>

Dave Shatto, Executive Vice President of Celadon, added, "Highway Express has
built a wonderful reputation with its customer base. Retaining the management,
drivers, and key facilities at Richmond, VA; Greensboro, NC and Hampton, VA, as
well as other locations, will make the transition seamless to Highway Express'
customers. It will expand our footprint in the southeast part of the U.S. which
Celadon has serviced for many years to and from Mexico and Canada. We are
delighted that Jim Ferrell, who has been with Highway Express since its
inception, has agreed to continue to manage Highway Express."

Celadon Group, Inc. is a truckload carrier headquartered in Indianapolis, that
operates in the U.S., Canada and Mexico, and, is the majority owner of
TruckersB2B, Inc., which is a provider of cost benefits to more than 15,000
member fleets. Please visit the company's websites at: www.celadongroup.com and
www.truckersb2b.com.



</TEXT>
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