1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.__)

Filed by the Registrant [X]
Filed by a Party other than the Registrant
[ ] Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 240.14a-11(c) or Rule 240.14a-12

MOTOR CARGO INDUSTRIES, INC
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

------------------------------------------------------------------------

2) Aggregate number of securities to which transaction applies:

------------------------------------------------------------------------

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

------------------------------------------------------------------------

4) Proposed maximum aggregate value of transaction:

------------------------------------------------------------------------

5) Total fee paid:

------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

------------------------------------------------------------------------

2) Form, Schedule or Registration Statement No.:

------------------------------------------------------------------------

3) Filing Party:

------------------------------------------------------------------------

4) Date Filed:

------------------------------------------------------------------------

2
MOTOR CARGO INDUSTRIES, INC.

845 WEST CENTER STREET
NORTH SALT LAKE, UTAH 84054

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 14, 2000

April 29, 2000

To the Shareholders of Motor Cargo Industries, Inc.:

You are cordially invited to attend the Annual Meeting of
Shareholders (the "Meeting") of Motor Cargo Industries, Inc., a Utah Corporation
(the "Company"), to be held on Wednesday, June 14, 2000, at 10:00 a.m., local
time, at the Little America Hotel, 500 South Main Street, Salt Lake City, Utah
for the following purposes:

1. To elect five directors.

2. To ratify the selection of Grant Thornton LLP as independent
auditors to audit the Consolidated Financial Statements of the Company and its
subsidiaries for the year ending December 31, 2000.

3. To transact such other business as may properly come before
the Meeting or any adjournments of the Meeting.

Only holders of record of the Company's common stock, no par
value, at the close of business on April 21, 2000 will be entitled to notice of
and to vote at the Meeting. Please sign, date and mail the enclosed proxy so
that your shares may be represented at the Meeting if you are unable to attend
and vote in person.

By order of the Board of Directors.

MARVIN L. FRIEDLAND
Vice President, General Counsel
and Secretary

3
MOTOR CARGO INDUSTRIES INC.
845 WEST CENTER STREET
NORTH SALT LAKE, UTAH 84054

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 14, 2000

INTRODUCTION

This Proxy Statement is being furnished to the Shareholders (the
"Shareholders") of Motor Cargo Industries, Inc., a Utah corporation (the
"Company"), in connection with the solicitation of proxies by the Board of
Directors for use at the Annual Meeting of Shareholders of the Company (the
"Meeting") to be held on June 14, 2000 and at any adjournments thereof.

At the Meeting, Shareholders will be asked:

(1) To elect five directors.

(2) To ratify the selection of Grant Thornton LLP as independent
auditors to audit the Consolidated Financial Statements of the Company for the
year ending December 31, 2000.

(3) To transact such other business as may properly come before
the Meeting or any adjournments of the Meeting.

The Board of Directors has fixed the close of business on April
21, 2000 as the record date for the determination of the holders of common
stock, no par value ("Common Stock") entitled to notice of and to vote at the
Meeting. Each such Shareholder will be entitled to one vote for each share of
Common Stock held on all matters to come before the Meeting and may vote in
person or by proxy authorized in writing. At the close of business on April 21,
2000, there were 6,800,840 shares of Common Stock entitled to vote.

This Proxy Statement and the accompanying form of proxy are first
being sent to holders of the Common Stock on or about April 29, 2000.

4
THE MEETING

DATE, TIME AND PLACE

The Meeting will be held on June 14, 2000, at 10:00 a.m., local
time, at the Little America Hotel, 500 South Main Street, Salt Lake City, Utah.

MATTERS TO BE CONSIDERED

At the Meeting, Shareholders will be asked to consider and vote
to (i) elect five directors, and (ii) ratify the selection of independent
auditors. See "ELECTION OF DIRECTORS," and "RATIFICATION OF SELECTION OF
INDEPENDENT AUDITORS." The Board of Directors knows of no matters that are to be
brought before the Meeting other than as set forth in the Notice of Meeting. If
any other matters properly come before the Meeting, the persons named in the
enclosed form of proxy or their substitutes will vote in accordance with their
best judgment on such matters.

RECORD DATE; SHARES OUTSTANDING AND ENTITLED TO VOTE

Shareholders as of the Record Date (i.e., the close of business
on April 21, 2000) are entitled to notice of and to vote at the Meeting. As of
the Record Date, there were 6,800,840 shares of Common Stock outstanding and
entitled to be voted. Each share of Common Stock entitles its holder to one
vote.

REQUIRED VOTES

Election of Directors. Under Utah law, the affirmative vote of
the holders of a plurality of the shares of Common Stock voted at the Meeting is
required to elect each director. Consequently, only shares that are voted in
favor of a particular nominee will be counted toward such nominee's achievement
of a plurality. Shares present at the Meeting that are not voted for a
particular nominee or shares present by proxy where the Shareholder properly
withheld authority to vote for such nominee (including broker non-votes) will
not be counted toward such nominee's achievement of a plurality.

Ratification of Selection of Independent Auditors. The
ratification of the selection of Grant Thornton LLP as independent auditors is
being submitted to Shareholders because the Board of Directors believes that
such action follows sound corporate practice and is in the best interests of the
Shareholders. If the Shareholders do not ratify the selection by the affirmative
vote of a majority of the shares of Common Stock voted at the Meeting, the
selection of independent auditors will be reconsidered by the Board. If the
Shareholders ratify the selection, the Board, in its discretion, may still
direct the appointment of new independent auditors at any time during the year
if the Board believes that such a change would be in the interests of the
Company and its Shareholders.

Abstentions and broker non-votes will not be counted in
determining the votes cast in connection with the ratification of the selection
of independent auditors, but will have the effect of reducing the number of
affirmative votes required to achieve a majority for such matter by reducing the
total number of shares from which the majority will be calculated.

5
Principal Shareholder. The Company has been advised by its
principal shareholder, Harold R. Tate, that he intends to vote the 3,880,000
shares of Common Stock that he owns, representing approximately 57% of the
Company's outstanding shares of Common Stock, FOR the election of the five
persons nominated by the Board of Directors to serve as directors, and FOR the
ratification of the selection of Grant Thornton LLP as the Company's independent
auditors to audit the accounts of the Company and its subsidiaries for 2000.

VOTING AND REVOCATION OF PROXIES

Shareholders are requested to complete, date, sign and promptly
return the accompanying form of proxy in the enclosed envelope. Shares of Common
Stock represented by properly executed proxies received by the Company and not
revoked will be voted at the Meeting in accordance with the instructions
contained therein. If instructions are not given, proxies will be voted FOR
election of each nominee for director named herein, and FOR ratification of the
selection of independent auditors.

Any proxy signed and returned by a Shareholder may be revoked at
any time before it is voted by filing with the Secretary of the Company, at the
address of the Company set forth herein, written notice of such revocation or a
duly executed proxy bearing a later date or by attending the Meeting and voting
in person. Attendance at the Meeting will not in and of itself constitute
revocation of a proxy.

PROXY SOLICITATION

The Company will bear the costs of solicitation of proxies for
the Meeting. In addition to solicitation by mail, directors, officers and
regular employees of the Company may solicit proxies from Shareholders by
telephone, telegram, personal interview or otherwise. Such directors, officers
and employees will not receive additional compensation but may be reimbursed for
out-of-pocket expenses in connection with such solicitation. Brokers, nominees,
fiduciaries and other custodians have been requested to forward soliciting
material to the beneficial owners of shares of Common Stock held of record by
them, and such custodians will be reimbursed for their reasonable expenses.

INDEPENDENT AUDITORS

The Company has been advised that representatives of Grant
Thornton LLP, the Company's independent auditors for 1999, will attend the
Meeting, will have an opportunity to make a statement if they desire to do so
and will be available to respond to appropriate questions.

ELECTION OF DIRECTORS

At the Meeting, five directors are to be elected to serve until
the next Meeting or

6
until their successors are elected and qualified. The persons named in the
enclosed form of proxy have advised that, unless contrary instructions are
received, they intend to vote FOR the five nominees named by the Board of
Directors and listed on the following table. The Board of Directors does not
expect that any of the nominees will be unavailable for election as a director.
However, if by reason of an unexpected occurrence one or more of the nominees is
not available for election, the persons named in the form of proxy have advised
that they will vote for such substitute nominees as the Board of Directors of
the Company may propose. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
ELECTION OF ALL NOMINEES NAMED BELOW.

The names and certain information concerning the experience and
background of the nominees for election as directors are set forth below.

NAME AGE POSITION WITH THE COMPANY
- ---- --- -------------------------

Harold R. Tate 73 Chairman of the Board, Director
Marshall L. Tate 37 President and Chief Executive Officer, Director
Marvin L. Friedland 58 Vice President, General Counsel and
Secretary, Director
Robert Anderson 79 Director
James Clayburn LaForce, Jr. 71 Director

Harold R. Tate has over 50 years experience in the trucking
industry and has served as Chairman of the Board of the Company and its
predecessors since 1947. Mr. Tate served as Chief Executive Officer of the
Company and its predecessors from 1947 to March 1997. Mr. Tate also serves as a
member of the Board of Trustees of the Buffalo Bill Historical Center. Harold R.
Tate is the father of Marshall L. Tate.

Marshall L. Tate has over 15 years experience in the trucking
industry. Mr. Tate has been employed by the Company since 1984, has served as
its President and Chief Executive Officer since March 1997, and was appointed to
the Board of Directors of the Company in 1996. Prior to becoming the Company's
President and Chief Executive Officer, Mr. Tate served in various divisional
positions as well as Vice President of Sales and Marketing and Executive Vice
President of Corporate Development for Motor Cargo, the Company's principal
operating subsidiary. In 1995, Mr. Tate directed the start-up of the Company's
logistics warehousing and distribution management services subsidiary, MC
Distribution Services. Marshall L. Tate is the son of Harold R. Tate.

Marvin L. Friedland has served as Vice President and General
Counsel of the Company and its predecessors since 1982. Prior to joining the
Company, Mr. Friedland was an attorney in private practice. Mr. Friedland was
appointed to the Board of Directors in 1996. Mr. Friedland is a Certified Public
Accountant and a member of the California Bar and the Utah Bar.

Robert Anderson has served as a director of the Company since
December 1, 1997. Mr. Anderson was formerly Chairman and Chief Executive Officer
of Rockwell

7
International Corporation. He has served as Chairman Emeritus of Rockwell
International Corporation since 1990. Mr. Anderson is also a director of
Gulfstream Aerospace Corporation and Aftermarket Technology Corp.

James Clayburn LaForce, Jr. has served as a director of the
Company since December 1, 1997. Mr. LaForce is Dean Emeritus of the John B.
Anderson School of Management, University of California, Los Angeles. He is also
a director of Rockwell International Corporation, Jacobs Engineering Group,
Inc., The Black Rock Funds, Imperial Credit Industries, Inc., Provident
Investment Council Mutual Funds and The Timken Company.

INFORMATION CONCERNING
THE BOARD OF DIRECTORS

MEETINGS AND COMMITTEES

The current committees of the Company's Board of Directors
include an Audit Committee, a Compensation Committee and a Performance-Based
Compensation Committee.

The functions of the Audit Committee are to recommend to the
Board independent auditors for the Company, to analyze the reports and
recommendations of such auditors and to review internal audit procedures and
controls. The Audit Committee consists of Robert Anderson and James Clayburn
LaForce, Jr. Two meetings of the Audit Committee were held in 1999.

The functions of the Compensation Committee are to review and
adjust the salaries of the principal officers and key executives of the Company.
The Compensation Committee also administers the Company's executive compensation
and benefit plans. The Compensation Committee consists of Marshall L. Tate,
Robert Anderson and James Clayburn LaForce, Jr. One meeting of the Compensation
Committee was held in 1999.

The sole function of the Performance-Based Compensation Committee
is to qualify certain stock options and rights granted under the Company's 1997
Stock Option Plan as "performance-based compensation" within the meaning of
Section 162(m) of the Internal Revenue Code. The Performance-Based Compensation
Committee consists of Robert Anderson and James Clayburn LaForce, Jr. One
meeting of the Performance Based Compensation Committee was held in 1999.

The Board of Directors held a total of five regular meetings in
1999. During 1999, each incumbent director attended 75% or more of the total
number of meetings of the Board and the committees of the Board on which he
served that were held during the periods he served.

8
PRESENT BENEFICIAL OWNERSHIP OF COMMON STOCK

Set forth below is certain information as of March 24, 2000 with
respect to the beneficial ownership of shares of Common Stock by (i) each person
who, to the knowledge of the Company, is the beneficial owner of more than 5% of
the outstanding shares of Common Stock (the Company's only class of voting
securities), (ii) each director and nominee for director, (iii) executive
officers named in the Summary Compensation Table on page 7 (the "Named Executive
Officers") and (iv) all directors and executive officers as a group.

NAME AND ADDRESS OF RIGHT TO ACQUIRE
BENEFICIAL OWNER1 AMOUNT AND NATURE OF WITHIN 60 DAYS OF
CERTAIN BENEFICIAL OWNERS: BENEFICIAL OWNERSHIP2 APRIL 29, 2000 PERCENT OF CLASS
- -------------------------- --------------------- ----------------- ----------------

Averitt, Inc.3 362,300 5.3%

Robert Fleming, Inc.4 381,555 5.6%

Directors:

Harold R. Tate 3,880,000 57%

Marshall L. Tate 186,153 16,250 2.7%

Marvin L. Friedland 186,153 8,125 2.7%

Robert Anderson -- 4,375 --

James Clayburn LaForce, Jr. 2,000 4,375 *

Nondirector Named
Executive Officers:

Louis V. Holdener 16,240 10,000 *

William J. Mahan 2,000 12,500 *

All directors and executive
officers as a group (11 persons) 4,274,061 74,375 62.8%

- ---------------------

* Less than 1%

1 Unless otherwise indicated in these footnotes, the mailing address of
each beneficial owner listed is 845 West Center Street, North Salt Lake,
Utah 84054.

2 Except as otherwise noted, each of the beneficial owners listed in the
above table has, to the knowledge of the Company, sole voting and
investment power with respect to the indicated shares of Common Stock.

3 The mailing address for Averitt, Inc. is Corporate Service Center,
Perimeter Place One 518 Old Kentucky Road, Cookeville, Tennessee 38501.

4 The mailing address for Robert Fleming, Inc. is 320 Park Avenue - 11th
Floor, New York, New York 10022.

9
EXECUTIVE COMPENSATION

Set forth below is certain information with respect to the compensation
paid by the Company to the Chairman of the Board, the President and Chief
Executive Officer and each of the other three most highly compensated current
executive officers of the Company, for services in all capacities to the Company
and its subsidiaries during the years ended 1999, 1998 and 1997.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION(1)
------------------------------------
OTHER
ANNUAL
NAME AND PRINCIPAL COMPEN-
POSITION SALARY BONUS SATION(2)
YEAR ($) ($) ($)
- -------------------------------- -------- -------- -------- --------

Harold R. Tate 1999 250,000 - -
Chairman of the Board(5) 1998 250,000 - -
1997 150,625 - -

Marshall L. Tate 1999 175,000 23,625 -
President and Chief Executive 1998 175,000 21,000 -
Officer(5) 1997 137,583 29,155 -

Marvin L. Friedland 1999 130,000 16,800 -
Vice President and General Counsel 1998 130,000 16,000 -
1997 134,729 23,734 -

Louis V. Holdener 1999 135,000 23,625 -
President of Motor Cargo 1998 135,000 21,000
1997 127,917 29,456 -

William J. Mahan 1999 140,175 23,625 -
Executive Vice President 1998 - - -
and Chief Operating Officer 1997 - - -

LONG TERM COMPENSATION
---------------------------------------
AWARDS PAYOUTS
------------------------- --------
SECURITIES ALL
RESTRICTED UNDERLYING OTHER
NAME AND PRINCIPAL STOCK OPTIONS/ LTIP COMPEN-
POSITION AWARD(s) SARS(3) PAYOUTS SATION(4)
YEAR ($) (#) ($) ($)
- -------------------------------- ------- -------- -------- -------- --------

Harold R. Tate 1999 - - - -
Chairman of the Board(5) 1998 - - - -
1997 - - - -

Marshall L. Tate 1999 - 65,000 - -
President and Chief Executive 1998 - - - -
Officer(5) 1997 - 40,000 - -

Marvin L. Friedland 1999 - 32,500 - 19,375
Vice President and General Counsel 1998 - - - 24,208
1997 - 25,000 - 16,301

Louis V. Holdener 1999 - 40,000 - 19,870
President of Motor Cargo 1998 - - - 24,650
1997 $240,000(6) 30,000 - 17,068

William J. Mahan 1999 - 50,000 - -
Executive Vice President 1998 - - - -
and Chief Operating Officer 1997 - - - -

- ---------------------

(1) Amounts in this table include payments made to certain Named Executive
Officers by Ute Trucking and Leasing, L.L.C. during 1997. Amounts in
this table do not include certain payments made by the Company in 1996
to PDLM Consulting Limited, a company in which Harold R. Tate owns a 50%
equity interest.

(2) Perquisites and other personnel benefits, securities or property, in the
aggregate, are less than either $50,000 or 10% of the total annual
salary and bonus reported for the named executive officer.

(3) The options that were granted in 1997 were granted on November 24, 1997
in connection with the Company's initial public offering. The options
had an exercise price of $12.00 per share and vested in equal
installments over a four year period. All such options were cancelled in
connection with the issuance of new options in January 1999. The options
granted in 1999, were granted on January 26, 1999 and reflect options
that replaced the 1997 options as well as grants of new options. The
1999 options have an exercise price of $7.50 per share and vest in equal
installments over a four year period beginning with the first
anniversary of the date the options were granted and each year
thereafter. See "1997 Stock Option Plan" below.

(4) Amounts in this column include matching contributions made by the
Company under its 401(k) plan on behalf of Mr. Friedland and Mr.
Holdener of $2,706 and $3,180 respectively, in 1999. Amounts in this
column also include accrued benefits under salary continuation
agreements between the Company and Mr. Friedland and Mr. Holdener of
$16,669 and $16,690 respectively, in 1999.

(5) Harold R. Tate resigned from the office of Chief Executive Officer on
March 19, 1997, retaining his position as Chairman of the Board. At that
time, Marshall L. Tate was appointed Chief Executive Officer. Effective
September 1, 1997, Harold R. Tate's annual salary was increased to
$250,000 and Marshall L. Tate's annual salary was increased to $175,000.

(6) Pursuant to a Restricted Stock Agreement, dated October 2, 1997, the
Board of Directors awarded Louis V. Holdener 20,000 shares of the
Company's Common Stock. The Company holds the certificates for the
shares until released in accordance with the Restricted Stock Agreement.
The Restricted Stock Agreement provides for the release of the shares to
Mr. Holdener in four installments, each consisting of 25% of the shares
issued under the agreement, on January 1 of 1998, 1999, 2000 and 2001.
The shares not released are subject to forfeiture in the event Mr.
Holdener voluntarily ceases his continuous employment with the Company
or the Company terminates his employment for cause. Termination of
employment by the Company without cause, or termination due to
disability or death after January 1, 1999 will result in the release of
all shares not previously released. Notwithstanding the scheduled
release of shares and the forfeiture provisions, the Board of Directors
may, in its discretion, release any or all shares held by the Company at
any time. Pending release or forfeiture of the restricted shares, Mr.
Holdener may exercise all rights of a shareholder with respect to the
restricted shares, except the right to pledge or convey ownership. At
December 31, 1999, the dollar value of the unreleased shares was
$46,250.

10
STOCK OPTIONS

The following table provides information related to options to
purchase the Company's common stock granted to the Named Executives Officers
during 1999. The Company has never granted any stock appreciation rights. None
of the Named Executive Officers exercised any options during the 1999 fiscal
year.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS

NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS/ SARS POTENTIAL REALIZABLE VALUE AT
UNDERLYING GRANTED TO EXERCISE OF ASSUMED ANNUAL RATES OF STOCK
OPTIONS/ EMPLOYEES IN BASE PRICE EXPIRATION PRICE APPRECIATION
NAME SARS GRANTED1 FISCAL YEAR ($/SH) 2 DATE FOR OPTION TERM3
- ---- ------------- ---------------- ----------- ---------- ------------------------------
5% 10%
-- -----

Marshall L. Tate 65,000 16% $ 7.50 1/26/09 $306,586 $776,949

Marvin L. Friedland 32,500 8% $ 7.50 1/26/09 $153,293 $388,475

Louis V. Holdener 40,000 10% $ 7.50 1/26/09 $188,668 $478,123

William J. Mahan 50,000 13% $ 7.50 1/26/09 $235,835 $597,653

- ---------------------

1 The options awarded consist of both new options granted under the 1997
Stock Option Plan and replacement options for cancelled options
previously awarded at an exercise price of $12.00 per share. The new and
replacement options were nonqualified options granted on January 26,
1999.

2 Market Price on date of grant

3 Potential realizable value is calculated based on an assumption that the
price of the Company's Common Stock appreciates at the annual rates
shown (5% and 10%), compounded annually, from the grant date of the
option until the end of the option term. The value is net of the
exercise price but is not adjusted for the taxes that would be due upon
exercise. The 5% and 10% assumed rates of appreciation are mandated by
the rules of the Securities and Exchange Commission and do not represent
the Company's estimate or projection of future stock prices. Actual
gains, if any, upon future exercise of any of these options will depend
upon the actual performance of the Company's Common Stock.

11
The following table provides information as to the value of options held
by such Executives at the end of 1999 measured in terms of the last reported
sale price for the Company's Common Stock on December 31, 1999 ($4.625, as
reported on the Nasdaq National Market System).

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

SHARES NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-THE
ACQUIRED UNDERLYING UNEXERCISED -MONEY OPTIONS/SARS AT FY-
ON VALUE OPTIONS/SARS AT FY-END (#) END ($)
NAME EXERCISE (#) REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ------------ -------- ------------------------- -------------------------

Marshall L. Tate - - 0/65,000 0/0
Marvin L. Friedland - - 0/32,500 0/0
Louis V. Holdener - - 0/40,000 0/0
William J. Mahan - - 0/50,000 0/0

REPORT ON REPRICING OF STOCK OPTIONS

On January 26, 1999, the Board of Directors authorized the cancellation
of all outstanding stock options granted to employees of the Company, including
outstanding options held by the Named Executive Officers. The cancelled stock
options were nonqualified stock options that had previously been granted under
the 1997 Stock Option Plan in connection with the Company's initial public
offering at an exercise price of $12.00 per share. The Board of Directors and
the Performance Based Compensation Committee granted new nonqualified stock
options issued to replace the cancelled options with an exercise price of $7.50
per share. The new options provide for a new vesting schedule that does not
credit any vesting under the cancelled options. The new options vest over a four
year period, with twenty-five percent of the options vesting on each of the
first, second, third and fourth anniversaries of the grant date.

The Board of Directors considered a number of factors in implementing
repricing of the stock options. Equity incentives are an important component of
the total compensation of each employee. The repricing was necessary to allow
the Company to continue to attract and retain the services of individuals
essential to the Company's long-term financial success. The Board of Directors
determined that the Company's ability to attract and retain key employees would
be significantly impaired unless value was restored in the form of regranted
options for the Common Stock.

The following table provides information related to the repriced options
held by Executive Officers of the Company. The Company has never granted and
thus never repriced, any stock appreciation rights. The repricing was the first
and only repricing by the Company in the last ten fiscal years.

12
TEN YEAR OPTION/SAR REPRICING

LENGTH OF
ORIGINAL
NUMBER OF OPTION TERM
SECURITIES REMAINING AT
UNDERLYING MARKET PRICE OF EXERCISE PRICE DATE OF
OPTIONS/ SARS STOCK AT TIME AT TIME OF NEW REPRICING OR
REPRICED OR OF REPRICING OR REPRICING OR EXERCISE AMENDMENT
NAME AND POSITION DATE AMENDED (#) AMENDMENT ($) AMENDMENT ($) PRICE ($) (YEARS)1
- ----------------- ---- ----------- ------------- ------------- --------- --------

Marshall Tate 1/26/99 40,000 $ 7.50 $ 12.00 $ 7.50 8
President,
Chief Executive Officer

Louis V. Holdener
Vice President 1/26/99 30,000 $ 7.50 $ 12.00 $ 7.50 8

Marvin Friedland
Vice President 1/26/99 25,000 $ 7.50 $ 12.00 $ 7.50 8

Lynn Wheeler
Vice President, 1/26/99 20,000 $ 7.50 $ 12.00 $ 7.50 8
Chief Financial Officer

Scott Price
Vice President 1/26/99 15,000 $ 7.50 $ 12.00 $ 7.50 8

Steve Wynn
Vice President 1/26/99 15,000 $ 7.50 $ 12.00 $ 7.50 8

Kevin Avery
Vice President 1/26/99 15,000 $ 7.50 $ 12.00 $ 7.50 8

James Matt
Vice President 1/26/99 10,000 $ 7.50 $ 12.00 $ 7.50 8

- ------------------

1 The repriced stock options have a new term of ten years beginning
January 26, 1999, the date the repriced options were granted.

Harold R. Tate James Clayburn LaForce, Jr.
Marshall L. Tate Robert Anderson
Marvin Friedland

13
1997 STOCK OPTION PLAN

On October 1, 1997, the Company's Board of Directors adopted the
Motor Cargo Industries, Inc. 1997 Stock Option Plan (the "1997 Stock Option
Plan"). The purpose of the 1997 Stock Option Plan is to provide certain of the
Company's key employees who are responsible for the continued growth of the
Company an opportunity to acquire a proprietary interest in the Company and
thereby create in such key employees an increased interest in and a greater
concern for the welfare of the Company. The 1997 Stock Option Plan contains
provisions for granting various stock-based awards, including incentive stock
options as defined in Section 422 of the Internal Revenue Code of 1986 as
amended (the "Code"), nonqualified stock options and stock appreciation rights.
The term of the 1997 Stock Option Plan is ten years, subject to earlier
termination or amendment.

The Compensation Committee of the Board of Directors administers
the 1997 Stock Option Plan. Under the terms of the 1997 Stock Option Plan, the
committee of the Board of Directors administering the plan is required to be
composed of two or more directors. The Compensation Committee has the authority
to interpret the 1997 Stock Option Plan and to determine and designate the
persons to whom options or awards shall be made and the terms, conditions and
restrictions applicable to each option or award (including, but not limited to,
the price, any restriction or limitation, any vesting schedule or acceleration
thereof, and any forfeiture restrictions). The Board of Directors may amend the
1997 Stock Option Plan but may not, without the prior approval of the
shareholders of the Company, amend the plan to increase the total number of
shares reserved for options and rights under the plan, reduce the exercise price
of any option granted under the plan that is intended to qualify as an incentive
stock option within the meaning of Section 422 of the Code, modify the
provisions of the plan relating to eligibility, or materially increase the
benefits accruing to participants under the plan.

On January 26, 1999, the Board of Directors amended the 1997
Stock Option Plan to permit administration by a committee consisting of "outside
directors" for the purpose of qualifying certain stock options and rights
granted under the 1997 Stock Option Plan as "performance-based compensation"
within the meaning of Section 162(m) of the Internal Revenue Code. The Board of
Directors has established the Performance-Based Compensation Committee,
consisting of Robert Anderson and James Clayburn LaForce, Jr., for this purpose.
The Compensation Committee continues to administer all other aspects of the 1997
Stock Option Plan.

The Company has reserved 500,000 shares of Common Stock for issuance
pursuant to the 1997 Stock Option Plan. On November 24, 1997, non-qualified
options to purchase 229,500 shares of Common Stock at $12.00 per share were
granted to employees of the Company, including options covering an aggregate of
115,000 shares to certain Named Executive Officers. On January 28, 1998,
additional non-qualified options to purchase an aggregate of 48,500 shares of
Common Stock at $12.50 per share were granted to employees of the Company.

On January 26, 1999, the Board of Directors authorized the cancellation
of all outstanding options under the 1997 Stock Option Plan in connection with
the issuance of new options. Accordingly, new options with an exercise price
equal to the fair market value of the Company's Common Stock on January 26,
1999, were granted as replacement options.

14
Following the issuance of the new options, as of March 31, 1999, options to
purchase a total of 394,500 shares of Common Stock were outstanding under the
1997 Stock Option Plan, including options to purchase an aggregate of 165,000
shares held by certain Named Executive Officers. All such outstanding options
vest over a four year period, with 25% of these options vesting on each of the
first, second, third and fourth anniversaries of the date of grant.

401(k) PROFIT SHARING PLAN

The Company maintains a defined contribution plan (the "401(k)
Plan"), which is intended to satisfy the tax qualification requirements of the
Internal Revenue Code of 1986, as amended (the "Code"). All Company personnel
who work 1,000 or more hours per year are eligible to participate in the 401(k)
Plan after one year of service with the Company. The 401(k) Plan permits
participants to contribute between 1% and 15% of their annual compensation from
the Company, subject to the limit imposed by the Code. The Company is obligated
to match at least 25% of employee contributions, up to 6% of a participant's
annual compensation. All amounts contributed by a participant fully vest
immediately. A participant becomes vested over time and is fully vested in any
Company matching contributions after seven years of service. The 401(k) Plan
also permits discretionary contributions by the Company. Expenses for Company
contributions amounted to $525,000, $447,000, and $421,000 in 1997, 1998 and
1999, respectively.

PENSION PLAN

The Company has a defined benefit pension plan (the "Pension
Plan") covering substantially all of its employees. Benefits under the Pension
Plan are based upon years of service and hours of service in each year of
service. A participant is fully vested after five years of employment. Once
vested, employees are entitled to receive an annual benefit for each year of
service in which such employee worked at least 1,000 hours. The amount of
benefit for each year of service ranges from $144 for 1,000 hours of service to
$240 for 1,800 hours or more of service. Harold R. Tate receives an annual
benefit of $17,256 under the Pension Plan. The estimated annual benefits payable
upon retirement at normal retirement age for Marshall L. Tate, Marvin L.
Friedland and Louis V. Holdener are $6,025, $5,832 and $7,320 respectively.

SALARY CONTINUATION AGREEMENTS

The Company has salary continuation agreements with certain key
management employees, including Marvin L. Friedland and Louis V. Holdener. Under
the agreements, the Company is obligated to provide for each such employee or
his beneficiaries, during a period of not more than ten years after the
employee's death, disability or retirement, annual benefits ranging from $17,000
to $23,000.

15
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Prior to November 28, 1997, the Board of Directors did not have a
compensation committee and the Board of Directors as a whole determined the
compensation to be paid to the executive officers of the Company. On November
28, 1997, the Board of Directors established a compensation committee. The
functions of the Compensation Committee are to review and adjust the salaries of
the principal officers and key executives of the Company. The Compensation
Committee also administers the Company's executive compensation and benefit
plans. The Compensation Committee consists of Marshall L. Tate, Robert Anderson
and James Clayburn LaForce, Jr.

The Compensation Committee considers a number of factors in
establishing compensation for executive officers, including the Chief Executive
Officer and the other Named Executive Officers. The goal of the Compensation
Committee is to create compensation packages for officers and key employees
which will attract, retain and motivate executive personnel who are capable of
achieving the Company's short-term and long-term financial and strategic goals.
Executive compensation at the Company is made up of three elements: (i) base
salary, (ii) bonuses and (iii) grants of equity-based compensation (e.g. stock
options and restricted stock).

Base Salary. Base salaries for all of the executive officers of
the Company for 1997 and 1998 were established by the Board of Directors of the
Company based upon each employee's job responsibilities. No changes in base
salary levels were made during 1999.

Bonuses. The Board of Directors awarded cash bonuses to executive
officers during 1997 and 1998 based upon the financial performance of the
Company. The Compensation Committee awarded bonuses for 1999. The Compensation
Committee considered a number of factors in awarding bonuses, including the
financial performance of the Company and the achievement by the Company of
short-term and long-term financial and strategic goals.

Stock Options and Restricted Stock. In addition to salary and
bonus, the Company has adopted the 1997 Stock Option Plan. Under the 1997 Stock
Option Plan, officers and key employees are eligible to receive awards of stock
options, stock appreciation rights and restricted stock. The number of stock
options and/or shares of restricted stock granted to each executive officer is
determined by a competitive compensation analysis and each individual's salary
and responsibility.

Marshall L. Tate
Robert Anderson
James Clayburn LaForce, Jr.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee consists of the Company's President
and Chief

16
Executive Officer and two non-employee directors. Currently, the members of the
Compensation Committee are Marshall L. Tate, Robert Anderson and James Clayburn
LaForce, Jr. None of the executive officers of the Company serve as a director
of another corporation in a case where an executive officer of such other
corporation serves as a Director of the Company.

CORPORATE PERFORMANCE

The following graph compares the performance (total return on
investment as measured by the change in the year-end stock price plus reinvested
dividends) of $100 invested in the Common Stock of the Company with that of $100
invested in the U.S. Nasdaq Index and $100 invested in the Nasdaq Trucking Index
for the period from November 24, 1997 to December 31, 1999. Index data was
furnished by Standard & Poor's Compustat Services, Inc. Prior to the Company's
initial public offering in November 1997, there was no established trading
market for the Company's Common Stock. Accordingly, no performance comparison is
presented for any period prior to November 25, 1997.

[Graphic Material Omitted: The Company's Shareholder Return Performance Graph
is Described in Tabular Data Form Below]

Base period Indexed Returns Years Ending
Company/Index 25 Nov 97 Dec 97 Dec 98 Dec 99
- ------------- ----------- ------ ------ ------

Motor Cargo Industries, 100 100.00 66.67 38.54
Inc
Nasdaq US 100 99.10 139.65 252.30
Nasdaq Trucking 100 101.41 91.23 97.43

COMPENSATION OF DIRECTORS

The Company pays each non-employee director $2,500 for each
meeting of the Board of Directors and $500 for each telephonic meeting of the
Board of Directors attended. The Company also reimburses such directors for
their expenses incurred in connection with their activities as directors. On
November 24, 1997, in connection with the Company's initial public offering, a
non-qualified option to purchase 10,000 shares of Common Stock at the initial
public offering price of $12.00 per share was granted to each of Robert Anderson
and James Clayburn LaForce, Jr. These options vest over a four-year period, with
25% of these options vesting on each of the first, second, third and fourth
anniversaries of the date of grant.

On January 26, 1999, the Board of Directors of the Company
adopted the 1999 Stock Option Plan for Non-Employee Directors (the "1999 Stock
Option Plan"). The purpose of the plan is to encourage the highest level of
performance from those members of the Board of Directors who are not employees
of the Company by providing them with a proprietary interest

17
in the financial success of the Company. Pursuant to the 1999 Stock Option Plan,
on January 26, 1999, the Board of Directors of the Company approved the
cancellation of the existing stock options held by Messrs. Anderson and LaForce
and granted new options to Mr. Anderson and Mr. LaForce. An option to purchase
17,500 shares of Common Stock at $7.50 per share was granted to each of Mr.
Anderson and Mr. LaForce. These options vest over a four-year period, with 25%
of these options vesting on each of the first, second, third and fourth
anniversaries of the date of grant.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the Company during its most recent fiscal year and Form 5
and amendments thereto furnished to the Company with respect to its most recent
fiscal year, and any written representations furnished to the Company, the
Company believes that for the year ended December 31, 1999, all persons subject
to the reporting requirements of Section 16(a) of the Exchange Act filed the
required reports on a timely basis.

RATIFICATION OF SELECTION
OF INDEPENDENT AUDITORS

The Board of Directors recommends that the Shareholders ratify
the selection of Grant Thornton LLP, certified public accountants, as
independent auditors to audit the accounts of the Company and its subsidiaries
for 2000. Grant Thornton LLP are currently independent auditors for the Company.

ANNUAL REPORT

A copy of the Company's Annual Report on Form 10-K to
Shareholders is being furnished to Shareholders concurrently herewith. Exhibits
to the Annual Report on Form 10-K will be furnished to Shareholders upon payment
of photocopying charges.

PROPOSALS BY SHAREHOLDERS

Proposals that Shareholders wish to include in the Company's
Proxy Statement and form of proxy for presentation at the Company's 2001 Annual
Meeting of Shareholders must be received by the Company at 845 West Center
Street, North Salt Lake, Utah 84054, Attention Marvin L. Friedland, Secretary,
no later than January 1, 2001.

By Order of the Board of Directors

Marvin L. Friedland
Vice President, General Counsel and Secretary

April 29, 2000

18
PROXY

MOTOR CARGO INDUSTRIES, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Marshall L. Tate and Marvin L.
Friedland, and each of them, as Proxies, with full power of substitution, and
hereby authorizes them to represent and vote, as designated below, all shares of
Common Stock of the Company held of record by the undersigned on April 21, 2000
at the Annual Meeting of Shareholders to be held at the Little America Hotel,
500 South Main Street, Salt Lake City, Utah on June 14, 2000 at 10:00 a.m.
(local time), or any adjournment thereof.

1. Proposal to elect five Directors:

FOR all nominees listed below WITHHOLD authority to vote
(except as indicated to the contrary below) for all nominees listed below

[ ] [ ]

INSTRUCTION: To withhold authority to vote for any individual nominee, cross a
line through the nominee's name in the list below.

Nominees: Harold R. Tate - Marshall L. Tate - Marvin L. Friedland - Robert
Anderson - James Clayburn LaForce, Jr.

2. Proposal to ratify the selection of Grant FOR AGAINST ABSTAIN
Thornton LLP as the independent auditors to
audit the Consolidated Financial Statements of
the Company and its subsidiaries for the year
ending December 31, 2000. [ ] [ ] [ ]

3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2.

Please sign and date this Proxy where shown below and return it promptly. No
postage is required if this proxy is returned in the enclosed envelope and
mailed in the United States.

Signed: Signed: Date: , 2000
---------------- ----------------- ----------

NOTE: (Please sign above exactly as the shares are registered. When shares are
held by joint tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.)