Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WILL PAUL
   2. Issuer Name and Ticker or Trading Symbol
CELADON GROUP INC [CLDN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec VP, CFO, Asst Sec & Treas
(Last)
(First)
(Middle)
ONE CELADON DRIVE, 9503 EAST 33RD STREET		 3. Date of Earliest Transaction (Month/Day/Year)
01/19/2006
(Street)

INDIANAPOLIS, IN 46235-4207		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/19/2006   M   17,500 A $ 3.75 67,900 D  
Common Stock 01/19/2006   M   1,250 A $ 3.84 69,150 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right-to-Buy) $ 3.75 01/19/2006   M     17,500   (1) 11/30/2010 Common Stock 17,500 (1) 0 D  
Employee Stock Option (Right-to-Buy) $ 3.84 01/19/2006   M     1,250   (2) 10/01/2011 Common Stock 1,250 (2) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WILL PAUL
ONE CELADON DRIVE
9503 EAST 33RD STREET
INDIANAPOLIS, IN 46235-4207		       Exec VP, CFO, Asst Sec & Treas  

Signatures

 /s/ Paul Will, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC   01/23/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Original grant was an option to purchase 25,000 shares of the issuer's Common Stock, which vested 8,334, 8,333, and 8,333 on 11/30/2001, 11/30/2002, and 11/30/2003, respectively. The reporting person previously disposed of 7,500 of the shares subject to the option. Upon exercise, the derivative security converts on a one-for-one basis into the issuer's Common Stock.
(2) Options for 417, 417, and 416 were exercisable on 10/1/2002, 10/1/2003, and 10/1/2004, respectively. Upon exercise, the derivative security converts on a one-for-one basis into the issuer's Common Stock.

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