UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1935 or Section 30(f)
of the Investment Company Act of 1940
1. Name and Address of Reporting Person
Brian L. Reach
66 Golf Road
Bloomfield, NJ 07033
2. Issuer Name and Ticker Trading Symbol
Celadon Group, Inc. (CLDN)
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
April, 1996
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer
Other -- Vice President - Special Projects (resigned March 21, 1997)
7. Individual of Joint/Group Filing
Form filed by One Reporting Person
TABLE I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially
owned
1. Title of Security
2. Transaction Date (Month/Day/Year)
3. Transaction Code
4. Securities Acquired (A) or Disposed of (D)
5. Amount of Securities Beneficially Owned at End of Month
6. Ownership Form: Direct (D) or Indirect (I)
7. Nature of Indirect Beneficial Ownership
TABLE II -- Non-Derivative Securities Acquired, Disposed of, or
Beneficially owned
1. Title of Derivative Security
(a) Employee Stock Option
(Right to Buy)
(b) Employee Stock Option
(Right to Buy)
2. Conversion or Exercise Price of Derivative Security
(a) $20.00
(b) $10.00
3. Transaction Date (Month/Day/Year)
(a) 9/9/94
(b) 4/12/96
4. Transaction Code (Instr. 8)
(a) Code V D(1)
(b) Code V A
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(a) (D) 20,000
(b) (A) 20,000
6. Date Exercisable and Expiration Date (Month/Day/Year)
(a) Date Exercisable (2)
Expiration Date 9/9/04
(b) Date Exercisable (3)
Expiration Date 9/9/04
7. Title and Amount of Underlying Securities (Instr. 3 and 4)
(a) Title: Common
(b) Title: Common
Amount or Number of Shares
(a) 20,000
(b) 20,000
8. Price of Derivative Security
9. Number of Derivative Securities Beneficially Owned at End of
Month
(a) -0-
(b) 49,998
10. Ownership Form of Derivative Security; Direct (D) or
Indirect (I)
(a) D
(b) D
11. Nature of Indirect Beneficial Ownership
Explanation of Responses:
(1) Cancellation of Options in connection with grant of repriced
replacement options;
(2) Options were exercisable as follows: (i) one-third from 90
days from September 9, 1994 (the "Effective Date"); (ii) one-
third one (1) year from the Effective Date; and (iii) one-
third two years from the Effective Date; and (3) two-thirds
were exercisable as of the Transaction Date and the remaining
one-third were exercisable on September 9, 1996.
September 12, 1997
/s/ Brian L. Reach
Brian L. Reach
Signature of Reporting Person
