UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___0___)*
CELADON GROUP, INC.
______________________________________________________________
(Name of Issuer)
COMMON STOCK
______________________________________________________________
(Title of Class of Securities)
150838100
_______________________________________
(CUSIP Number)
Check the following box if a fee is being paid with this statement
_X_. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
<PAGE>
CUSIP NO.: 150838100
_____________________________________________________________
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Founders Asset Management, Inc.
84-0205848
______________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ___
(b) ___
______________________________________________________________
3 SEC USE ONLY
______________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
______________________________________________________________
5 SOLE VOTING POWER: 439,475
_______________________________________________
NUMBER OF
SHARES 6 SHARED VOTING POWER: NONE
BENEFICIALLY
OWNED BY _______________________________________________
EACH
REPORTING 7 SOLE DISPOSITIVE POWER: 439,475
PERSON
WITH _______________________________________________
8 SHARED DISPOSITIVE POWER: NONE
______________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
439,475
______________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
______________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
______________________________________________________________
12 TYPE OF REPORTING PERSON
IA
______________________________________________________________
<PAGE>
ITEM 1(a). NAME OF ISSUER:
Celadon Group, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
888 7th Avenue
New York, NY 10106
ITEM 2(a). NAME OF PERSON FILING:
Founders Asset Management, Inc.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
2930 E. Third Avenue
Denver, CO 80206
Item 2(c). Citizenship:
Delaware
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
150838100
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) ___ Broker or Dealer registered under Section 15 of the
Act
(b) ___ Bank as defined in section 3(a)(6) of the Act
(c) ___ Insurance Company as defined in section 3(a)(19) of
the Act
(d) ___ Investment Company registered under section 8 of
the Investment Company Act
(e) _X_ Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
(f) ___ Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment
Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) ___ Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) ___ Group, in accordance with Section
240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
For Founders Asset Management, Inc. ("FAMI"), the
following sets forth the amount of shares beneficially owned, the
percent of class owned as of December 31, 1995, the number of
shares to which FAMI has the sole power and the shared power to
vote or to direct the vote of the shares, and the number of shares
to which FAMI has the sole power and the shared power to dispose or
to direct the disposition of the shares:
(a) Amount Beneficially Owned: 439,475
(b) Percent of Class: 5.5%
(c) Number of shares as to which FAMI has:
(i) sole power to vote or to direct the vote:
439,475
(ii) shared power to vote or to direct the vote:
None
(iii) sole power to dispose or to direct the
disposition of:
439,475
(iv) shared power to dispose or to direct the
disposition of:
None
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
This item is not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
All shares are owned for the benefit of third parties
(private accounts and/or investment companies managed by the
undersigned), which are entitled to receipt of dividends and
proceeds from the sale of such securities. No such individual
third party beneficially owned more than five percent of such
securities.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
This item is not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
This item is not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
This item is not applicable.
ITEM 10. CERTIFICATION.
By signing below the undersigned certifies that, to the
best of its knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete
and correct.
Dated: February 13, 1996 FOUNDERS ASSET MANAGEMENT, INC.
By: /s/ Jonathan F. Zeschin
President
