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 * RUSSELL STEPHEN   2. Issuer Name and Ticker or Trading Symbol CELADON GROUP INC [CGI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman of the Board (Last) (First) (Middle) ONE CELADON DRIVE, 9503 EAST 33RD STREET 3. Date of Earliest Transaction (Month/Day/Year) 02/05/2013 (Street) INDIANAPOLIS, IN 46235 4. If Amendment, Date Original Filed(Month/Day/Year) 01/28/1994 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 09/04/2012   G V 2,300 D $ 0 1,102,431 (1) D   Common Stock 09/19/2012   G V 6,400 D $ 0 1,096,031 (1) D   Common Stock 09/27/2012   G V 400 D $ 0 1,095,631 (1) D   Common Stock 10/23/2012   G V 1,000 D $ 0 1,094,631 (1) D   Common Stock 10/26/2012   G V 9,500 D $ 0 1,085,131 (1) D   Common Stock 10/31/2012   G V 550 D $ 0 1,084,581 (1) D   Common Stock 11/06/2012   G V 15,500 D $ 0 1,069,081 (1) D   Common Stock 11/07/2012   G V 700 D $ 0 1,068,381 (1) D   Common Stock 11/29/2012   G V 200 D $ 0 1,068,181 (1) D   Common Stock 11/30/2012   G V 1,000 D $ 0 1,067,181 (1) D   Common Stock 12/06/2012   G V 300,000 D $ 0 767,181 (2) (1) D   Common Stock 12/07/2012   G V 7,500 D $ 0 759,681 (1) D   Common Stock 12/12/2012   G V 200 D $ 0 759,481 (1) D   Common Stock 12/17/2012   G V 200 D $ 0 759,281 (1) D   Common Stock 12/21/2012   G V 700 D $ 0 758,581 (1) D   Common Stock 02/05/2013   M   80,000 A $ 8.67 838,581 (1) D   Common Stock               46,000 (3) I (3) By spouse (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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)

$ 8.67

02/05/2013

M

80,000

(4)

10/26/2017

Common Stock

80,000

(5)

153,284 (6)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RUSSELL STEPHEN ONE CELADON DRIVE 9503 EAST 33RD STREET INDIANAPOLIS, IN 46235	X		Chairman of the Board

Signatures

/s/ Stephen Russell, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC		02/06/2013
**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)	The total amount of securities owned reflects an additional 4,648 shares not previously reported. While conducting a review of ownership records for estate planning purposes, it was determined that a discrepancy existed in ownership records of the reporting person. The addition of these shares corrects this discrepancy. The reporting person has been unable to confirm when the discrepancy arose, and therefore, has inserted the date of the Company's initial public offering as the "Date of Original Filed" for this form.
(2)	On December 6, 2012, the Compensation Committee of the Board of Directors of the issuer voted to accelerate the vesting of all 157,000 previously unvested shares of restricted stock. All of the reporting person's restricted stock is currently vested.
(3)	The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(4)	The original option grant became exercisable in increments of twenty-five percent (25%) on each of 10/26/2008, 10/26/2009, 10/26/2010, and 10/26/2011.
(5)	Upon exercise, the derivative security converts on a one-to-one basis into Issuer's Common Stock. The exercise price of the derivative security is set forth in Column 2 of Table II of this report.
(6)	Represents remaining stock options from the October 26, 2007, stock option grant following the reported option exercise. On December 6, 2012, the Compensation Committee of the Board of Directors of the issuer voted to accelerate the vesting of 47,000 unvested stock options originally granted January 26, 2010. Although not part of the October 26, 2007, grant, the reporting person is disclosing the acceleration of such stock options to avoid confusion in future filings. Following such option acceleration and the reporting person's exercise of 80,000 stock options reported herein, all of the reporting person's 530,784 remaining outstanding stock options are currently exercisable.

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