CELADON GROUP INC
CODE OF ETHICS
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<TYPE>EX-10.20
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<FILENAME>c79689exv10w20.txt
<DESCRIPTION>CODE OF ETHICS
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                                                                   EXHIBIT 10.20

                               CELADON GROUP, INC.
                       CODE OF BUSINESS CONDUCT AND ETHICS

To Whom the Code Applies

         This Code applies to all Celadon employees, including, but not limited
to, its principal executive officer; senior financial officer; principal
financial officer and controllers, or principal accounting officer; or persons
performing similar functions. Its purpose is to deter wrong doing.

The Standard of Conduct

         Celadon employees must maintain the highest standards of ethical
conduct in their work. Behaving ethically means avoiding: actual or apparent
conflicts of interest between personal and professional relationships; lying;
cheating; and stealing, as well as deception and subterfuge. Behaving ethically
also means personal compliance with all applicable governmental laws, rules, and
regulations.

         Every employee records information of some kind which is used for
business purposes. Full, fair, accurate, understandable and timely reporting of
information is critical. Any employee who falsifies, alters, or misrepresents
data, information, (including financial information), or records/accounts,
whether in a filing with an administrative agency or in a public communication,
will be severely disciplined if not discharged.

Reporting Misconduct

         The duty and responsibility to accurately and honestly report
information and to not lie, cheat, steal or deceive extends to and includes the
duty to report those who breach this duty and responsibility and to provide
information or participate in a proceeding wherein someone is alleged to have
violated this duty and responsibility.

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People Who Report Misconduct Are Protected

         Employees who report unethical conduct, or who provide information in
an investigation of alleged unethical behavior, are protected against
retaliation or adverse employment actions that are taken against the employee
for reporting the unethical conduct or participating in the investigation. This
protection extends to, but is not limited to, employees who report alleged
violations of the Securities and Exchange Commission rules relating to fraud
against shareholders or any federal or state securities or anti fraud law.

To Whom Is The Report To Be Made

         If you have any reason to believe that any employee has done anything
illegal or unethical, such as dishonestly reporting information or altering
Company records, your obligation to report the behavior can be fulfilled by
calling (317) 972 - 7064 and speaking with Ken Core or leaving a recorded
message with your name and return phone number. You can also file your report by
e-mail addressed to kcore@celadontrucking.com. You will never be adversely
impacted for making such a good faith report. If you are in doubt about whether
a particular occurrence is an event you should report, you should call the same
number listed above and discuss your concern or send your inquiry to Ken Core.

Insider Trading/Access To Non-Public Information

         If you learn information that directly or indirectly relates to Celadon
or could impact its value or stock price, you must not share that information
with persons who have no business reason to know what you know. It would be
illegal for you to personally invest, or cause others (e.g., friends, relatives)
to invest for themselves or for you based on that information. Celadon has
adopted a separate Insider Trading Policy which includes, among other
provisions, specific prohibitions on trading on non-public information or
"tipping" others who might trade.

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Corporate Opportunities

         Employees, Officers and Directors must never take for themselves
personally opportunities that are discovered through the use of corporate
property, information or position. Likewise, employees, Officers, and Directors
must never use corporate property or information for personal gain or to compete
with the Company. Your work hours are to be devoted solely to activities
directly related to Celadon business. You may not perform work for or solicit
business for any other employer if it presents a conflict of interest that
detracts from the Company's goals, causes the individual's job performance to
deteriorate, or reflects in a negative way on the Company. Work or employment
for a competitor of the Company is discouraged and could be the basis for
immediate discharge. Any employee seeking outside work or employment must have
it approved by their department manager before commencing the work or
employment.

Proper Use Of Company Assets

         All Company assets, (e.g., phones, computers, etc.) should be used
solely for legitimate business purposes. Carelessness and waste are as
unacceptable as theft.

Proprietary And/Or Confidential Information

         Proprietary information is sensitive, confidential, private or
classified technical, financial, personnel or business information. This
includes trade secrets. You must not misuse or disclose such information to
non-employees of Celadon (including family and friends). This obligation on your
part not to disclose or misuse Celadon proprietary/confidential information
continues when and if you leave Celadon for whatever reason.

Relationships With Customers/Suppliers

         You must treat all customers/suppliers fairly and according to
applicable laws, customs and regulations. Business decisions regarding suppliers
must be made on the basis of the quality,

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delivery, value and reliability of the product or service offered. Employees may
not borrow money or accept advances or other personal payments or gifts,(1)
including gifts of entertainment, from any person or company doing or seeking to
do business with Celadon.

         1.       Business dining as a guest of a supplier should not occur
         unless approved in advance by the immediate supervisor of the Company.

         2.       Travel and overnight accommodations paid for by a supplier are
         not allowed.

         3.       Travel in a supplier/customer plane must have the
         recommendation of the immediate supervisor and the prior written
         approval of an Officer of the Company.

         When doing business with federal, state or local governmental
customers, Celadon employees may never offer any favors or gratuities to the
customer. This prohibition includes purchasing meals for the customer or
providing the customer even minor amenities. Most governmental customers have a
zero tolerance policy as regards soliciting or accepting favors or gratuities
and this Celadon Policy is intended to avoid what could otherwise become
embarrassing situations for the customer and become a reason for the customer
terminating its business relationship with Celadon.

Conflicts of Interest

         A "conflict" occurs when an individual's private interest interferes or
even appears to interfere in any way with the person's professional
relationships and/or the interests of Celadon. You are conflicted if you take
actions or have interests that may make it difficult for you to

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(1) Gifts reasonably valued at $100.00 or less or given in conjunction with a
holiday which can be shared

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perform your work for the Company objectively and effectively. Likewise, you are
conflicted if you or a member of your family receives improper personal benefits
as a result of your position in the Company (directly or through a company they
are employed by or in which they have an ownership interest). If you think you
have been, are, or may become conflicted, report the situation to Ken Core or by
e-mail to kcore@celadontrucking.com immediately. The prompt reporting of such
situations will be favorably weighted should it be determined that corrective
actions need to be administered.

Waivers/Changes

         No waivers or changes in any provisions of this Code of Business
Conduct and Ethics can be granted by any person other than the Chairman and
Chief Executive Officer of Celadon or a member of the Board of Directors. Any
waiver or change will be in writing and will be promptly disclosed to the
public, in accordance with rules applicable to public companies like Celadon.
Public disclosure will be made within two (2) business days after the waiver is
granted or change is made. It will be made by the filing of a Securities and
Exchange Commission Form 8-K. Concurrently, notice will be made by a posting on
the Company website, which posting will be retained for at least 12 months after
it is initially posted.

Accountability

         Violations of this Code of Business Conduct and Ethics will result in
discipline up to and including termination and/or civil and/or criminal
prosecution.

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and consumed by employees while at work (e.g., baskets of fruit, cheese) are not
prohibited under this policy.

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