Exhibit (a)(1)

                     LETTER FROM UNION PACIFIC CORPORATION

                                                            January [ . ], 2002

Dear Motor Cargo Shareholder:


   On February [ . ], 2002, Union Pacific Corporation intends to take Motor
Cargo Industries, Inc. private through a "short-form" merger. The purposes of
this letter and the Schedule 13E-3 Transaction Statement that accompanies this
letter are to:


    .  tell you more about the merger;

    .  explain why we think that the consideration offered you in our exchange
       offer and merger is fair consideration for your shares; and

    .  let you know about your dissenters' rights under Utah law.


   Motor Cargo's public shareholders are not being asked to approve the merger
or take any other action at this time. Under Utah law, Union Pacific
beneficially owns a sufficient number of shares to cause the merger to occur
without your approval. After the merger, Union Pacific will be the only
shareholder of the company that owns 100% of the business of Motor Cargo. In
the merger, which we hope will occur on or about February [ . ], 2002 or as
soon thereafter as possible, you will receive $12.10 in cash for each share of
Motor Cargo stock that you own as of that date. If you do not believe that
$12.10 is a fair price for your shares, you can follow the procedures described
in the enclosed Schedule 13E-3 Transaction Statement and exercise dissenters'
rights under Utah law. You should read the Schedule 13E-3 transaction statement
carefully before deciding whether to accept $12.10 per share or to exercise
your dissenters' rights. The amount that you receive after exercising your
dissenters' rights may be higher or lower than the $12.10 per share you will
receive in the merger.


   Shareholders of record on the date the merger becomes effective will be
mailed a Notice of Merger and Dissenters' Rights and a Letter of Transmittal.
Shareholders receiving such documents should carefully read them. Detailed
instructions for surrendering your stock certificates, together with a detailed
description of statutory dissenters' rights, will be set forth in the Notice of
Merger and Dissenters' Rights and the Letter of Transmittal. Please do not
submit your stock certificates before you have received these documents.

   After the merger, the common stock of Motor Cargo will not be publicly
traded. Motor Cargo also will not be required to file reports with the
Securities and Exchange Commission. In addition, the merger will have federal
income tax consequences for you, and you should consult with your tax adviser
in order to understand fully how the merger will affect you.

                                          Sincerely yours,

                                          Union Pacific Corporation