---

Item 2.02

Results of Operations and Financial Condition.

On May 1, 2017, Celadon Group, Inc., a Delaware corporation (the “Company”), issued a press release announcing, among other things, certain expectations with respect to its financial and operating results for the quarter ended March 31, 2017.  A copy of the press release is attached to this report as Exhibit 99.1.  As noted in the press release, the Company plans to hold a conference call to provide additional information concerning its operations on Wednesday, May 3, 2017, from 9:00 AM until 9:45 AM Eastern Time.   Dial-in information for the conference call and certain other financial and operating information regarding the Company that is expected to be discussed during the call can be accessed on the Company’s Investor Relations website, http://investors.celadontrucking.com, under the report center menu option.

Item 7.01

Regulation FD Disclosure.

On May 1, 2017, the Company issued a press release discussing the items noted above and certain other matters.  A copy of the press release is attached to this report as Exhibit 99.1.

Item 9.01          Financial Statements and Exhibits.

The information contained in Item 2.02, Item 7.01, and Exhibit 99.1 of Item 9.01 of this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information contained in Item 7.01 and Exhibit 9.01 of this report contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such statements may be identified by their use of terms or phrases, including "expects," “expected,” “will,” “would be,” “opportunity,” “potential,” “intends,” “proceed,” “assuming,” “execute,” "estimates," "projects," "believes," "anticipates," "plans," and similar terms and phrases. Forward-looking statements are based upon the current beliefs and expectations of the Company’s management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements.  In the exhibit to this report, statements relating to the consummation of the Company’s new credit facility, improvement in the Company’s irregular route fleet, the Company’s ability to access liquidity, expected operating ratio and operating loss for the quarter ended March 31, 2017 and for future periods, future financings or asset sales, the audit committee review, future adjustments of the Company’s financial statements, including the items impacted by and the timing of such adjustments, and the timing of filing the Company’s Form 10-Q for the quarter ended March 31, 2017, among others, are forward-looking statements.   Actual results may differ from those set forth in the forward-looking statements.  It is possible that the Company will have to record different financial statement entries. Carrying values of the affected assets, including minority interest in joint venture, could be subject to change. If that occurs, restated financial statements could be required. There can be no assurance that the re-issued statements will not differ materially from those discussed in the exhibit to this report or as previously filed, or that additional adjustments will not be identified.  Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the risk that the new credit facility is delayed or fails to close at all, the risk that the liquidity plans, including planned financings and/or asset sales are delayed or fail to occur at all, the risk that additional information may arise from the Company’s and its audit committee’s review, and subsequent accounting or related review or analysis, the risk that the process of preparing, auditing, and reviewing restated financial statements, if any, or other subsequent events would require the Company to make additional adjustments, the time and effort required to complete the reissuance of its financial statements, the Company’s ability to timely file amended periodic reports reflecting restated financial statements, if required, the ramifications of the Company’s potential inability to timely file any required reports, including potential delisting of its common stock on the NYSE, potential claims and proceedings relating to any of these matters, and negative tax or other implications for the Company resulting from any accounting adjustments, as well as other risks described more fully in the Company's filings with the Securities and Exchange Commission.  Readers should review and consider factors that could impact results as provided in various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission.

---

---