SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.____________)(1)
Celadon Group, Inc. (CLDN)
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
150838100
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(CUSIP Number)
July 30, 2002
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
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(1) 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 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).
CUSIP No. 150838100
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trafelet & Company, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
384,800
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
384,800
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
384,800
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[-]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%
12. TYPE OF REPORTING PERSON*
00
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 150838100
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Remy W. Trafelet
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
384,800
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
384,800
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
384,800
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[-]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%
12. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 150838100
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Item 1(a). Name of Issuer:
Celadon Group, Inc. (CLDN)
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Item 1(b). Address of Issuer's Principal Executive Offices:
One Celadon Drive
Indianapolis, IN 46235-4207
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Item 2(a). Name of Person Filing:
Trafelet & Company, LLC
Remy W. Trafelet
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Item 2(b). Address of Principal Business Office, or if None, Residence:
c/o 153 E. 53rd Street
51st Floor
New York, NY 10022
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Item 2(c). Citizenship:
Trafelet & Company, LLC - Delaware
Remy W. Trafelet - United States of America
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Item 2(d). Title of Class of Securities:
Common Stock
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Item 2(e). CUSIP Number:
150838100
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Item 3. If This Statement is Filed Pursuant to Rule
13d-1(b), or 13d-2(b) or (c), Check Whether the
Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the
definition of an investment company under Section
3(c)(14) of the Investment Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned:
Trafelet & Company, LLC - 384,800
Remy W. Trafelet - 384,800
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(b) Percent of class:
Trafelet & Company LLC - 5.1%
Remy W. Trafelet - 5.1%
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(c) Number of shares as to which such person has:
Trafelet & Company, LLC:
(i) Sole power to vote or to direct the vote 0
-----------------------,
(ii) Shared power to vote or to direct the vote 384,800
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(iii) Sole power to dispose or to direct the 0
disposition of _____________________,
(iv) Shared power to dispose or to direct the 384,800
disposition of _____________________.
Remy W. Trafelet:
(i) Sole power to vote or to direct the vote 0
-----------------------,
(ii) Shared power to vote or to direct the vote 384,800
---------------------,
(iii) Sole power to dispose or to direct the 0
disposition of _____________________,
(iv) Shared power to dispose or to direct the 384,800
disposition of _____________________.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities check the following [ ].
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to that
effect should be included in response to this item and, if such
interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of
1940 or the beneficiaries of employee benefit plan, pension fund
or endowment fund is not required.
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Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person.
If a parent holding company or Control person has filed this
schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity and the Item
3 classification of the relevant subsidiary. If a parent holding
company or control person has filed this schedule pursuant to
Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
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Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to
ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach
an exhibit stating the identity and Item 3 classification of each
member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit
stating the identity of each member of the group.
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Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all further
filings with respect to transactions in the security reported on
will be filed, if required, by members of the group, in their
individual capacity. See Item 5.
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Item 10. Certifications.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of
or with the effect of changing or influencing the
control of the issuer of the securities and were not
acquired and are not held in connection with or as a
participant in any transaction having such purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
August 9, 2002
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(Date)
/s/ Remy W. Trafelet*
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Remy W. Trafelet
Trafelet & Company, LLC*
By: /s/ Remy W. Trafelet*
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Remy W. Trafelet
Managing Member
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact
constitute federal criminal violations (see 18 U.S.C. 1001).
* The Reporting Persons disclaim beneficial ownership in the
Shares reported herein except to the extent of their pecuniary
interest therein.
Exhibit A
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AGREEMENT
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The undersigned agree that this Schedule 13G dated July 30,
2002 relating to the Common Stock of Celadon Group, Inc. (CLDN)
shall be filed on behalf of the undersigned.
Trafelet & Company LLC
By: /s/ Remy W. Trafelet
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Remy W. Trafelet
Managing Member
/s/ Remy W. Trafelet
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Remy W. Trafelet
03388.0003 #341434