<PAGE>
   As filed with the Securities and Exchange Commission on November 25, 2002.

                                                   Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                   ----------

                            UNION PACIFIC CORPORATION
             (Exact name of registrant as specified in its charter)

               UTAH                                      13-2626465
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

  1416 DODGE STREET
  OMAHA, NE                                              68179
  (Address of Principal Executive Offices)               (Zip Code)

                          MOTOR CARGO INDUSTRIES, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of plan)

                               CARL W. VON BERNUTH
                     SENIOR VICE PRESIDENT, GENERAL COUNSEL
                                  AND SECRETARY
                            UNION PACIFIC CORPORATION
                                1416 DODGE STREET
                                 OMAHA, NE 68179
                                 (402) 271-5777
(Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
=================================================================================================================
                                                PROPOSED MAXIMUM         PROPOSED MAXIMUM
TITLE OF SECURITIES TO      AMOUNT TO BE       OFFERING PRICE PER       AGGREGATE OFFERING          AMOUNT OF
     BE REGISTERED           REGISTERED            SHARE (1)                PRICE (1)            REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
<S>                        <C>                 <C>                     <C>                      <C>
Common Stock, Par
Value $2.50 Per Share          100,000                $56.98              $5,698,000.00               $524.00
-----------------------------------------------------------------------------------------------------------------
Plan Interests                  (2)                     (2)                    (2)                     (2)
=================================================================================================================
</Table>

(1)      Estimated pursuant to paragraphs(c) and (h) of Rule 457 solely for
         purpose of calculating the registration fee based upon the average of
         the high and low sales price of Common Stock on November 22, 2002.

(2)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Motor Cargo Industries,
         Inc. Employee Stock Purchase Plan. These securities have no offering
         price and therefore, pursuant to Rule 457(h)(2), no separate
         registration fee is required.



<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

         *Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8. The document(s)
containing such information will be sent or given to participating employees as
specified in Rule 428(b)(1) of the Securities Act. These documents and the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, which have been filed previously by the Union
Pacific Corporation ("the Company") with the Securities and Exchange Commission
(the "Commission"), are incorporated by reference in this Registration Statement
and made a part hereof:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2001;

         (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act") since the end of the fiscal year covered by the Annual
                  Report referred to in (a) above; and

         (c)      The description of the Common Stock, par value $2.50 per
                  share, that is contained in the Company's Registration
                  Statement filed under the Exchange Act under File No. 1-6075,
                  including all amendments or reports filed for the purpose of
                  updating such description.

         All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of filing of such documents.

         For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated by reference shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.



                                      -2-
<PAGE>

         The financial statements and the related financial statement schedule
incorporated in this Registration Statement by reference from the Company's
Annual Report on Form 10-K for the year ended December 31, 2001 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report which is incorporated herein by reference, and has been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company is a Utah corporation. Section 16-10a-901 et seq. of the
Revised Business Corporation Act of Utah grants to a corporation the power and
in certain cases requires corporations to indemnify a person made a party to a
lawsuit or other proceeding because such person is or was a director or officer.
A corporation is further empowered to purchase insurance on behalf of any person
who is or was a director or officer against any liability asserted against him
or her and incurred by him or her in such capacity or arising out of his or her
status as such capacity. The Company's By-Laws provide for mandatory
indemnification of its directors, officers and employees in certain
circumstances. The Company maintains insurance on behalf of directors and
officers against liability asserted against them arising out of their status as
such.

         The Company's Articles of Incorporation eliminate in certain
circumstances the personal liability of directors of the Company for monetary
damages for a breach of their fiduciary duty as directors. This provision does
not eliminate the liability of a director for (i) the amount of a financial
benefit received by a director to which he or she is not entitled, (ii) an
intentional infliction of harm on the corporation or the shareholders, (iii) a
violation of Section 16-10a-842 of the Revised Business Corporation Act of Utah
(relating to the liability of directors for unlawful distributions) or (iv) an
intentional violation of criminal law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.



                                      -3-
<PAGE>
Item 8.  Exhibits.

         The exhibits filed as part of this Registration Statement are as
follows:

<Table>
<Caption>
Exhibit Number                                       Exhibit
--------------                                       -------

<S>                        <C>
         4        -        Motor Cargo Industries, Inc. Employee Stock Purchase Plan

         5        -        Opinion of James J. Theisen, Jr., Esq.

         23.1     -        Consent of Deloitte & Touche LLP

         23.2     -        Consent of James J. Theisen, Jr., Esq. (included in
                           Exhibit 5 above)

         24       -        Powers of Attorney
</Table>

Item 9.  Undertakings.

         (a)      The undersigned Company hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this Registration
                  Statement:

                           (i) To include any prospectus required by Section
                           10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement;

                           (iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the Registration Statement or any
                           material change to such information in the
                           Registration Statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
                  this Section do not apply if the information required to be
                  included in a post-effective amendment by those paragraphs is
                  contained in periodic reports filed with or furnished to the
                  Commission by the Company pursuant to Section 13 or Section
                  15(d) of the Exchange Act that are incorporated by reference
                  in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act, each such post-effective amendment shall
                  be deemed to be a new Registration Statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.



                                      -4-
<PAGE>

                  (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (b) The undersigned Company hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         Company's Annual Report pursuant to Section 13(a) or Section 15(d) of
         the Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to Section 15(d) of the Exchange
         Act) that is incorporated by reference in the Registration Statement
         shall be deemed to be a new Registration Statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons of the Company pursuant to the foregoing provisions, or
         otherwise, the Company has been advised that in the opinion of the
         Commission such indemnification is against public policy as expressed
         in the Securities Act and is, therefore, unenforceable. In the event
         that a claim for indemnification against such liabilities (other than
         payment by the Company of expenses incurred or paid by a director,
         officer or controlling person of the Company in the successful defense
         of any action, suit or proceeding) is asserted by such director,
         officer or controlling person in connection with the securities being
         registered, the Company will, unless in the opinion of its counsel the
         matter has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Securities Act and will
         be governed by the final adjudication of such issue.



                                      -5-
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Omaha, State of Nebraska, on this 25th day of
November, 2002.


                                    UNION PACIFIC CORPORATION


                                    By: /s/ Carl W. von Bernuth
                                       -----------------------------------------
                                       Carl W. von Bernuth
                                       Senior Vice President,
                                       General Counsel and Secretary


         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on this 25th day of November, 2002,
by the following persons in the capacities indicated.


<Table>
<Caption>
         Signature                                            Title
         ---------                                            -----
<S>                                         <C>

 /s/ Richard K. Davidson                    Chairman of the Board, President, Chief
-----------------------------------         Executive Officer and Director
      (Richard K. Davidson)                 (Principal Executive Officer)


 /s/ James R. Young                         Executive Vice President - Finance
-----------------------------------         (Principal Financial Officer)
      (James R. Young)

 /s/ Richard J. Putz                        Vice President and Controller
-----------------------------------         (Principal Accounting Officer)
      (Richard J. Putz)
</Table>



                                      -6-
<PAGE>

Philip F. Anschutz               Director )
Thomas J. Donohue                Director )    By: /s/ Thomas E. Whitaker
Archie W. Dunham                 Director )        -----------------------------
Ivor J. Evans                    Director )        (Thomas E. Whitaker
Elbridge T. Gerry, Jr.           Director )        as Attorney-in-Fact)
Judith Richards Hope             Director )
Richard J. Mahoney               Director )
Steven R. Rogel                  Director )
Ernesto Zedillo Ponce de Leon    Director )



                                      -7-
<PAGE>

                                INDEX TO EXHIBITS


<Table>
<Caption>
Exhibit
Number                              Exhibit
-------                             -------
<S>               <C>

4                 - Motor Cargo Industries, Inc. Employee Stock Purchase Plan

5                 - Opinion of James J. Theisen, Jr., Esq.

23.1              - Consent of Deloitte & Touche LLP

23.2              - Consent of James J. Theisen, Jr., Esq. (included in Exhibit 5 above)

24                - Powers of Attorney
</Table>




                                      -8-
[{"type": "S-8", "sequence": "1", "filename": "d01481sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17183}]
{"company-data": {"conformed-name": "UNION PACIFIC CORP", "cik": "0000100885", "assigned-sic": "4011", "irs-number": "132626465", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101430", "film-number": "02838928"}, "business-address": {"street1": "1416 DODGE STREET", "street2": "MC 10015", "city": "OMAHA", "state": "NE", "zip": "68179", "phone": "2147435600"}, "mail-address": {"street1": "1416 DODGE STREET", "street2": "MC 10015", "city": "OMAHA", "state": "NE", "zip": "68179"}}
As filed with the Securities and Exchange Commission on November 25, 2002.

                                                   Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                   ----------

                            UNION PACIFIC CORPORATION
             (Exact name of registrant as specified in its charter)

               UTAH                                      13-2626465
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

  1416 DODGE STREET
  OMAHA, NE                                              68179
  (Address of Principal Executive Offices)               (Zip Code)

                          MOTOR CARGO INDUSTRIES, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of plan)

                               CARL W. VON BERNUTH
                     SENIOR VICE PRESIDENT, GENERAL COUNSEL
                                  AND SECRETARY
                            UNION PACIFIC CORPORATION
                                1416 DODGE STREET
                                 OMAHA, NE 68179
                                 (402) 271-5777
(Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                PROPOSED MAXIMUM         PROPOSED MAXIMUM
TITLE OF SECURITIES TO      AMOUNT TO BE       OFFERING PRICE PER       AGGREGATE OFFERING          AMOUNT OF
     BE REGISTERED           REGISTERED            SHARE (1)                PRICE (1)            REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
Common Stock, Par
Value $2.50 Per Share          100,000                $56.98              $5,698,000.00               $524.00
-----------------------------------------------------------------------------------------------------------------
Plan Interests                  (2)                     (2)                    (2)                     (2)
=================================================================================================================
(1)      Estimated pursuant to paragraphs(c) and (h) of Rule 457 solely for
         purpose of calculating the registration fee based upon the average of
         the high and low sales price of Common Stock on November 22, 2002.

(2)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Motor Cargo Industries,
         Inc. Employee Stock Purchase Plan. These securities have no offering
         price and therefore, pursuant to Rule 457(h)(2), no separate
         registration fee is required.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

         *Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8. The document(s)
containing such information will be sent or given to participating employees as
specified in Rule 428(b)(1) of the Securities Act. These documents and the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, which have been filed previously by the Union
Pacific Corporation ("the Company") with the Securities and Exchange Commission
(the "Commission"), are incorporated by reference in this Registration Statement
and made a part hereof:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2001;

         (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act") since the end of the fiscal year covered by the Annual
                  Report referred to in (a) above; and

         (c)      The description of the Common Stock, par value $2.50 per
                  share, that is contained in the Company's Registration
                  Statement filed under the Exchange Act under File No. 1-6075,
                  including all amendments or reports filed for the purpose of
                  updating such description.

         All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of filing of such documents.

         For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated by reference shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

                                      -2-
The financial statements and the related financial statement schedule
incorporated in this Registration Statement by reference from the Company's
Annual Report on Form 10-K for the year ended December 31, 2001 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report which is incorporated herein by reference, and has been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company is a Utah corporation. Section 16-10a-901 et seq. of the
Revised Business Corporation Act of Utah grants to a corporation the power and
in certain cases requires corporations to indemnify a person made a party to a
lawsuit or other proceeding because such person is or was a director or officer.
A corporation is further empowered to purchase insurance on behalf of any person
who is or was a director or officer against any liability asserted against him
or her and incurred by him or her in such capacity or arising out of his or her
status as such capacity. The Company's By-Laws provide for mandatory
indemnification of its directors, officers and employees in certain
circumstances. The Company maintains insurance on behalf of directors and
officers against liability asserted against them arising out of their status as
such.

         The Company's Articles of Incorporation eliminate in certain
circumstances the personal liability of directors of the Company for monetary
damages for a breach of their fiduciary duty as directors. This provision does
not eliminate the liability of a director for (i) the amount of a financial
benefit received by a director to which he or she is not entitled, (ii) an
intentional infliction of harm on the corporation or the shareholders, (iii) a
violation of Section 16-10a-842 of the Revised Business Corporation Act of Utah
(relating to the liability of directors for unlawful distributions) or (iv) an
intentional violation of criminal law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                      -3-
Item 8.  Exhibits.

         The exhibits filed as part of this Registration Statement are as
follows:
Exhibit Number                                       Exhibit
--------------                                       -------
4        -        Motor Cargo Industries, Inc. Employee Stock Purchase Plan

         5        -        Opinion of James J. Theisen, Jr., Esq.

         23.1     -        Consent of Deloitte & Touche LLP

         23.2     -        Consent of James J. Theisen, Jr., Esq. (included in
                           Exhibit 5 above)

         24       -        Powers of Attorney
Item 9.  Undertakings.

         (a)      The undersigned Company hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this Registration
                  Statement:

                           (i) To include any prospectus required by Section
                           10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement;

                           (iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the Registration Statement or any
                           material change to such information in the
                           Registration Statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
                  this Section do not apply if the information required to be
                  included in a post-effective amendment by those paragraphs is
                  contained in periodic reports filed with or furnished to the
                  Commission by the Company pursuant to Section 13 or Section
                  15(d) of the Exchange Act that are incorporated by reference
                  in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act, each such post-effective amendment shall
                  be deemed to be a new Registration Statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                                      -4-
(3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (b) The undersigned Company hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         Company's Annual Report pursuant to Section 13(a) or Section 15(d) of
         the Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to Section 15(d) of the Exchange
         Act) that is incorporated by reference in the Registration Statement
         shall be deemed to be a new Registration Statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons of the Company pursuant to the foregoing provisions, or
         otherwise, the Company has been advised that in the opinion of the
         Commission such indemnification is against public policy as expressed
         in the Securities Act and is, therefore, unenforceable. In the event
         that a claim for indemnification against such liabilities (other than
         payment by the Company of expenses incurred or paid by a director,
         officer or controlling person of the Company in the successful defense
         of any action, suit or proceeding) is asserted by such director,
         officer or controlling person in connection with the securities being
         registered, the Company will, unless in the opinion of its counsel the
         matter has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Securities Act and will
         be governed by the final adjudication of such issue.

                                      -5-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Omaha, State of Nebraska, on this 25th day of
November, 2002.

                                    UNION PACIFIC CORPORATION

                                    By: /s/ Carl W. von Bernuth
                                       -----------------------------------------
                                       Carl W. von Bernuth
                                       Senior Vice President,
                                       General Counsel and Secretary

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on this 25th day of November, 2002,
by the following persons in the capacities indicated.
Signature                                            Title
         ---------                                            -----
/s/ Richard K. Davidson                    Chairman of the Board, President, Chief
-----------------------------------         Executive Officer and Director
      (Richard K. Davidson)                 (Principal Executive Officer)

 /s/ James R. Young                         Executive Vice President - Finance
-----------------------------------         (Principal Financial Officer)
      (James R. Young)

 /s/ Richard J. Putz                        Vice President and Controller
-----------------------------------         (Principal Accounting Officer)
      (Richard J. Putz)
-6-
Philip F. Anschutz               Director )
Thomas J. Donohue                Director )    By: /s/ Thomas E. Whitaker
Archie W. Dunham                 Director )        -----------------------------
Ivor J. Evans                    Director )        (Thomas E. Whitaker
Elbridge T. Gerry, Jr.           Director )        as Attorney-in-Fact)
Judith Richards Hope             Director )
Richard J. Mahoney               Director )
Steven R. Rogel                  Director )
Ernesto Zedillo Ponce de Leon    Director )

                                      -7-
INDEX TO EXHIBITS
Exhibit
Number                              Exhibit
-------                             -------
4                 - Motor Cargo Industries, Inc. Employee Stock Purchase Plan

5                 - Opinion of James J. Theisen, Jr., Esq.

23.1              - Consent of Deloitte & Touche LLP

23.2              - Consent of James J. Theisen, Jr., Esq. (included in Exhibit 5 above)

24                - Powers of Attorney
-8-