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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   SCHEDULE TO
                                 (Rule 14d-100)
                  Tender Offer Statement Under Section 14(d)(1)
           or Section 13(e)(1) of the Securities Exchange Act of 1934
                                (Amendment No. 2)

                          MOTOR CARGO INDUSTRIES, INC.
                       (Name of Subject Company (Issuer))

                            UNION PACIFIC CORPORATION
                       (Names of Filing Persons (Offeror))
                    ----------------------------------------
                           Common Stock, No Par Value
                         (Title of Class of Securities)
                            -----------------------
                                    619907108
                      (CUSIP Number of Class of Securities)

                               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 of
                    person authorized to receive notices and
                   communications on behalf of filing persons)
                                 With a copy to:

                              Paul T. Schnell, Esq.
                            Richard J. Grossman, Esq.
                    Skadden, Arps, Slate, Meagher & Flom LLP
                                Four Times Square
                               New York, NY 10036
                             Telephone: 212-735-3000

[__] Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer. Check the appropriate boxes
     below to designate any transactions to which the statement relates:

              [ X ]   third-party tender offer subject to Rule 14d-1.
              [__]    issuer  tender offer subject to Rule 13e-4.
              [__]    going-private transaction subject to Rule 13e-3.
              [__]    amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [__]

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                         Amendment No. 2 to Schedule TO
                         ------------------------------

     This Amendment No. 2 to the Tender Offer Statement on Schedule TO (the
"Schedule TO"), filed initially with the Securities and Exchange Commission on
October 31, 2001, and amended by Amendment No. 1 thereto filed November 13,
2001, relates to the offer by Union Pacific Corporation, a Utah corporation
("Union Pacific") to exchange each outstanding share of common stock of Motor
Cargo Industries, Inc. ("Motor Cargo"), no par value (collectively, the
"Shares"), for either (i) 0.26 of a share of common stock, par value $2.50 per
share, of Union Pacific ("Union Pacific Stock"), or (ii) $12.10 in cash, at the
election of the holder of each Share and upon the terms and subject to the
conditions set forth in the Preliminary Prospectus, dated October 31, 2001, as
amended on November 19, 2001, (the "Preliminary Prospectus"), and in the related
Letter of Election and Transmittal , copies of which were filed as Exhibits
(a)(1) and (a)(2) respectively to the Schedule TO (the Letter of Election and
Transmittal together with the Preliminary Prospectus, as each may be amended or
supplemented from time to time, collectively constitute the "Offer").
Capitalized terms used herein but not defined herein shall have the meanings
ascribed to them in the Preliminary Prospectus.

Item 12. Exhibits.

(a)(9)  Preliminary Prospectus, dated November 19, 2001, is incorporated
         herein by reference from Union Pacific's Amendment No. 1 to the
         Registration Statement on Form S-4 filed on October 31, 2001, as
         amended on November 19, 2001.

                                    SIGNATURE

     After due 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.

                                       UNION PACIFIC CORPORATION

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

Dated: November 16, 2001

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                                  EXHIBIT INDEX

         Exhibit No.                             Exhibit Name
         -----------                             ------------
            (a)(1)              Preliminary Prospectus, dated October 31, 2001,
                                is incorporated herein by reference from Union
                                Pacific's Registration Statement on Form S-4
                                filed on October 31, 2001.
            (a)(2)              Letter of Election and Transmittal is
                                incorporated herein by reference to Exhibit 99.3
                                to Union Pacific's Registration Statement on
                                Form S-4 filed on October 31, 2001.
            (a)(3)              Notice of Guaranteed Delivery is incorporated
                                herein by reference to Exhibit 99.4 to Union
                                Pacific's Registration Statement on Form S-4
                                filed on October 31, 2001.
            (a)(4)              Letter to Brokers, Dealers, Commercial Banks,
                                Trust Companies and Other Nominees is
                                incorporated herein by reference to Exhibit 99.5
                                to Union Pacific's Registration Statement on
                                Form S-4 filed on October 31, 2001.
            (a)(5)              Letter to Clients for use by Brokers, Dealers,
                                Commercial Banks, Trust Companies and Other
                                Nominees is incorporated herein by reference to
                                Exhibit 99.6 to Union Pacific's Registration
                                Statement on Form S-4 filed on October 31, 2001.
            (a)(6)              Guidelines for Certification of Taxpayer
                                Identification Number on Substitute Form W-9 is
                                incorporated herein by reference to Exhibit 99.7
                                to Union Pacific's Registration Statement on
                                Form S-4 filed on October 31, 2001.
            (a)(7)              Joint Press Release issued by Union Pacific and
                                Motor Cargo on October 15, 2001 is incorporated
                                herein by reference to Exhibit 99.1 to Union
                                Pacific's Current Report on Form 8-K filed on
                                October 16, 2001.
            (a)(8)              Joint Press Release issued by Union Pacific and
                                Motor Cargo on October 31, 2001 is incorporated
                                herein by reference to Exhibit (a)(8) to Union
                                Pacific's Tender Offer Statement on Schedule TO
                                filed on October 31, 2001.
            (a)(9)              Preliminary Prospectus, dated November 19,
                                2001, is incorporated herein by reference from
                                Union Pacific's Amendment No. 1 to the
                                Registration Statement on Form S-4 filed on
                                October 31, 2001, as amended on November 19,
                                2001.
            (d)(1)              Agreement and Plan of Merger, dated as of
                                October 15, 2001, by and among Motor Cargo
                                Industries, Inc., Union Pacific Corporation and
                                Motor Merger Co. is incorporated by reference to
                                Exhibit 99.2 to Union Pacific's Current Report
                                on Form 8-K filed on October 16, 2001.
            (d)(2)              Shareholder Agreement, dated as of October 15,
                                2001, by and between Union Pacific Corporation
                                and Harold R. Tate is incorporated herein by
                                reference to Exhibit 99.2 to Union Pacific's
                                Current Report on From 8-K filed on October 16,
                                2001.
            (d)(3)              Shareholder Agreement, dated as of October 15,
                                2001, by and between Union Pacific Corporation
                                and Marvin L. Friedland is incorporated herein
                                by reference to Exhibit 99.3 to Union Pacific's
                                Current Report on From 8-K filed on October 16,
                                2001.
             (g)                Not applicable.
             (h)                Not applicable.

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