<PAGE>

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    --------
                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the quarterly period ended March 31, 2001

                                       OR

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from ___________ to __________


                        Commission file number 000-23341


                          MOTOR CARGO INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)



         UTAH                                                87-0406479
-------------------------------                     ---------------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)



                             845 West Center Street
                           North Salt Lake, Utah 84054
                                 (801) 936-1111

          (Address of principal executive offices and telephone number)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes   X    No
     ---      ---


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. On April 30, 2001, there were
6,473,140 outstanding shares of the Registrant's Common Stock, no par value.

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


<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                  MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

           March 31, 2001 (unaudited) and December 31, 2000 (audited)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                   March 31,               December 31,
                                                                                     2001                      2000
                                                                                ------------               ------------
                                                                                 (unaudited)                 (audited)

<S>                                                                             <C>                        <C>
CURRENT ASSETS
     Cash and cash equivalents                                                  $  4,093,726               $  7,033,681
     Receivables, net                                                             18,651,148                 18,124,930
     Prepaid expenses                                                              1,662,421                  2,112,198
     Supplies inventory                                                              594,276                    637,289
     Deferred income taxes                                                         1,734,000                  1,734,000
                                                                                ------------               ------------

           Total current assets                                                   26,735,571                 29,642,098

PROPERTY AND EQUIPMENT, AT COST                                                  108,200,111                106,185,662

     Less accumulated depreciation
        and amortization                                                          53,730,751                 51,851,119
                                                                                ------------               ------------
                                                                                  54,469,360                 54,334,543


Other assets

     Advances for purchase of real property                                          187,457                    787,695
     Other, net                                                                      598,519                    600,552
                                                                                ------------               ------------
                                                                                     785,976                  1,388,247
                                                                                ------------               ------------
                                                                                $ 81,990,907               $ 85,364,888
                                                                                ============               ============
</TABLE>


        The accompanying notes are an integral part of these statements.



                                       2
<PAGE>



                  MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS - CONTINUED

           March 31, 2001 (unaudited) and December 31, 2000 (audited)


                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                                                                   March 31,            December 31,
                                                                                                     2001                   2000
                                                                                                  -----------            -----------
                                                                                                  (unaudited)             (audited)
<S>                                                                                               <C>                    <C>
CURRENT LIABILITIES
     Current maturities of long-term obligations                                                  $   121,792            $   119,152
     Accounts payable                                                                               2,176,679              2,854,290
     Accrued liabilities                                                                            7,022,896              7,477,843
     Accrued claims                                                                                 1,312,553              1,440,438
     Income taxes payable                                                                           1,042,512                435,366
                                                                                                  -----------            -----------
               Total current liabilities                                                           11,676,432             12,327,089

LONG-TERM OBLIGATIONS, less current
   maturities                                                                                       4,130,092              8,015,125

DEFERRED INCOME TAXES                                                                               7,522,000              7,522,000

COMMITMENTS AND CONTINGENCIES                                                                            --                     --

STOCKHOLDERS' EQUITY
     Preferred stock, no par value; Authorized -
        25,000,000 shares - none issued                                                                  --                     --
     Common stock, no par value; Authorized -
        100,000,000 shares; issued and outstanding 6,473,140
        shares in 2001 and 6,474,140 shares in 2000                                                 9,281,281              9,288,785
     Retained earnings                                                                             49,381,102             48,211,889
                                                                                                  -----------            -----------
                                                                                                   58,662,383             57,500,674
                                                                                                  -----------            -----------
                                                                                                  $81,990,907            $85,364,888
                                                                                                  ===========            ===========
</TABLE>


        The accompanying notes are an integral part of these statements.


                                       3
<PAGE>


                  MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF EARNINGS

                          Three months ended March 31,
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                               2001                        2000
                                                                                           ------------                ------------
<S>                                                                                        <C>                         <C>
Operating revenues                                                                         $ 32,904,263                $ 30,382,899
                                                                                           ------------                ------------
Operating expenses
     Salaries, wages and benefits                                                            17,396,533                  15,474,363
     Operating supplies and expenses                                                          5,289,248                   5,071,526
     Purchased transportation                                                                 2,674,215                   2,891,056
     Operating taxes and licenses                                                             1,279,960                   1,155,574
     Insurance and claims                                                                       796,818                     977,206
     Depreciation and amortization                                                            2,161,864                   2,317,392
     Communications and utilities                                                               595,628                     536,410
     Building rents                                                                             782,586                     862,562
     Loss (gain) on sale of equipment                                                               451                     (51,712)
                                                                                           ------------                ------------
               Total operating expenses                                                      30,977,303                  29,234,377
                                                                                           ------------                ------------
               Operating income                                                               1,926,960                   1,148,522
Other income (expense)
     Interest expense                                                                           (33,967)                    (54,481)
     Other, net                                                                                  24,914                      15,096
                                                                                           ------------                ------------
                                                                                                 (9,053)                    (39,385)
                                                                                           ------------                ------------
               Earnings before income taxes                                                   1,917,907                   1,109,137
Income taxes                                                                                    748,696                     437,126
                                                                                           ------------                ------------

               Net earnings                                                                $  1,169,211                $    672,011
                                                                                           ============                ============

Earnings per common share - basic                                                          $       0.18                $       0.10
                                                                                           ============                ============
Weighted-average shares outstanding - basic                                                   6,473,251                   6,888,525
                                                                                           ============                ============
Earnings per common share - diluted                                                        $       0.18                $       0.10
                                                                                           ============                ============
Weighted-average shares outstanding - diluted                                                 6,486,198                   6,888,525
                                                                                           ============                ============
</TABLE>






        The accompanying notes are an integral part of these statements.



                                       4
<PAGE>



                  MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                          Three months ended March 31,
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                                        2001                2000
                                                                                                     -----------        -----------
<S>                                                                                                  <C>                <C>
Increase (decrease) in cash and cash equivalents
     Cash flows from operating activities
         Net earnings                                                                                $ 1,169,211        $   672,011
                                                                                                     -----------        -----------
         Adjustments to reconcile net earnings to net cash provided by operating
            activities

               Depreciation and amortization                                                           2,161,864          2,317,393
               Provision for losses on receivables                                                        65,000             62,000
               Loss (gain) on disposition of
                  property and equipment                                                                     451            (51,712)
               Provision for claims                                                                      633,342            814,988
               Deferred income taxes                                                                        --                  438
               Charge associated with stock issuance to officer
                                                                                                          33,750             23,750
               Changes in operating assets and liabilities
                  Receivables                                                                           (591,218)         1,271,686
                  Prepaid expenses                                                                       449,780            459,095
                  Supplies inventory                                                                      43,013             39,766
                  Other assets                                                                               143            107,125
                  Accounts payable                                                                      (677,613)        (1,203,286)
                  Accrued liabilities and claims                                                      (1,249,921)        (1,237,388)
                  Income taxes payable                                                                   607,146            424,138
                                                                                                     -----------        -----------

                        Total adjustments                                                              1,475,737          3,027,993
                                                                                                     -----------        -----------

                        Net cash provided by operating activities                                      2,644,948          3,700,004
                                                                                                     -----------        -----------

Cash flows from investing activities
     Purchase of property and equipment                                                               (1,760,304)        (2,313,887)
     Proceeds from disposition of property
        and equipment                                                                                     65,300            245,690
                                                                                                     -----------        -----------
                        Net cash used in
                            investing activities                                                      (1,695,004)        (2,068,197)
                                                                                                     -----------        -----------
</TABLE>


                                   (Continued)


                                       5
<PAGE>


                  MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                          Three months ended March 31,
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                                     2001                  2000
                                                                                                 -----------            -----------
<S>                                                                                              <C>                    <C>
Cash flows from financing activities
     Principal payments on long-term
        obligations                                                                               (3,882,394)              (766,219)
     Repurchase of shares                                                                             (7,504)              (578,637)
                                                                                                 -----------            -----------

                        Net cash used in financing activities                                     (3,889,898)            (1,344,856)
                                                                                                 -----------            -----------
                           Net increase (decrease) in
                            cash and cash equivalents                                             (2,939,954)               286,951

Cash and cash equivalents at beginning of period                                                   7,033,680              5,508,809
                                                                                                 -----------            -----------
Cash and cash equivalents at end of period                                                       $ 4,093,726            $ 5,795,760
                                                                                                 ===========            ===========

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid during the period for
     Interest                                                                                    $    37,074            $    51,008
     Income taxes                                                                                    136,750                 11,550

</TABLE>

NONCASH INVESTING AND FINANCING ACTIVITIES

During the first quarter of 2001, purchases of property and equipment were
$2,360,542, of which $600,238 was a noncash application of advances made in 2000
for the purchase of real property.

During the first quarter of 2001, in connection with the issuance of 5,000
shares pursuant to a restricted stock agreement, the Company recognized
compensation expense of $33,750.

During the first quarter of 2000, in connection with the issuance of 5,000
shares pursuant to a restricted stock agreement, the Company recognized
compensation expense of $23,750.

        The accompanying notes are an integral part of these statements.



                                       6
<PAGE>


                  MOTOR CARGO INDUSTRIES, INC. AND SUBSIDIARIES

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

The interim consolidated financial information included herein is unaudited;
however, the information reflects all adjustments (consisting of normal
recurring adjustments) that are, in the opinion of management, necessary to the
fair presentation of the consolidated financial position, results of operations,
and cash flows for the interim periods. The consolidated financial statements
should be read in conjunction with the Notes to consolidated financial
statements included in the audited consolidated financial statements for Motor
Cargo Industries, Inc. (the "Company") for the year ended December 31, 2000,
which are included in the Company's Annual Report on Form 10-K for such year
(the "2000 10-K"). Results of operations for interim periods are not necessarily
indicative of annual results of operations. The consolidated balance sheet at
December 31, 2000, was extracted from the Company's audited consolidated
financial statements contained in the 2000 10-K, and does not include all
disclosures required by generally accepted accounting principles for annual
consolidated financial statements.

EARNINGS PER SHARE

Basic earnings per common share are based on the weighted average number of
common shares outstanding during each such period. Diluted earnings per common
share are based on shares outstanding (computed under basic EPS) and dilutive
potential common shares. Potential common shares included in dilutive earnings
per share calculations include stock options granted but not exercised.

<TABLE>
<CAPTION>

                                                                      FOR THE QUARTER ENDED MARCH 31, 2001
                                                              EARNINGS                SHARES               EARNINGS
                                                            (NUMERATOR)            (DENOMINATOR)           PER-SHARE
                                                            -----------            -------------           ---------
<S>                                                        <C>                        <C>                    <C>
           BASIC EPS

           Net earnings                                    $  1,169,211               6,473,251              $  0.18
                                                                                                             =======
           EFFECT OF DILUTIVE SECURITIES

           Stock options                                         --                      12,947
                                                           -------------           ------------
           DILUTED EPS

           Net earnings                                    $  1,169,211               6,486,198              $  0.18
                                                           =============           =============               =====
</TABLE>

<TABLE>
<CAPTION>

                                                                      FOR THE QUARTER ENDED MARCH 31, 2000
                                                              EARNINGS                SHARES               EARNINGS
                                                            (NUMERATOR)            (DENOMINATOR)           PER-SHARE
                                                            -----------            -------------           ---------
<S>                                                        <C>                        <C>                    <C>
           BASIC EPS

           Net earnings                                    $    672,011               6,888,525              $  0.10
                                                                                                             =======
           EFFECT OF DILUTIVE SECURITIES

           Stock options                                         --                      --
                                                           -------------           -------------
           DILUTED EPS

           Net earnings                                    $    672,011               6,888,525              $  0.10
                                                           =============           =============             =======
</TABLE>


CHANGES IN STOCKHOLDERS EQUITY

During the quarter ended March 31, 2001, the Company repurchased 1,000 shares of
Common Stock for $7,504.


                                       7
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The purpose of this section is to discuss and analyze the Company's
consolidated financial condition, liquidity and capital resources and results of
operations. This analysis should be read in conjunction with the Management's
Discussion and Analysis of Financial Condition and Results of Operations
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 2000 (the "2000 10-K").

     This section contains certain forward-looking statements that involve risks
and uncertainties, including statements regarding the Company's plans,
objectives, goals, strategies and financial performance. The Company's actual
results could differ materially from the results anticipated in these
forward-looking statements as a result of factors set forth under "Cautionary
Statement for Forward-Looking Information" below and elsewhere in this report.

OVERVIEW

     Motor Cargo Industries, Inc. (the "Company") is a regional
less-than-truckload ("LTL") carrier that provides transportation and logistics
services to shippers within the western United States, including Arizona,
California, Colorado, Idaho, New Mexico, Oregon, Texas, Utah and Washington. The
Company transports general commodities, including consumer goods, packaged
foodstuffs, electronics, computer equipment, apparel, hardware, industrial goods
and auto parts for a diversified customer base. The Company offers a broad range
of services, including expedited scheduling and full temperature-controlled
service. Through its wholly-owned subsidiary, MC Distribution Services, Inc.
("MCDS"), the Company also provides customized logistics, warehousing and
distribution management services.

RESULTS OF OPERATIONS

     The following table sets forth for the periods indicated the percentage of
operating revenues represented by certain items in the Company's consolidated
statements of earnings:


<TABLE>
<CAPTION>

                                                                                 THREE MONTHS ENDED
                                                                                      MARCH 31,
                                                                              -----------------------
                                                                                2001           2000
                                                                               -------       -------
<S>                                                                              <C>           <C>
Operating revenues                                                               100.0%        100.0%
                                                                               -------       -------
Operating expenses

    Salaries, wages and benefits                                                  52.9          50.9
    Operating supplies and expenses                                               16.1          16.7
    Purchased transportation                                                       8.1           9.5
    Operating taxes and licenses                                                   3.9           3.8
    Insurance and claims                                                           2.4           3.2
    Depreciation and amortization                                                  6.5           7.6
    Communications and utilities                                                   1.8           1.8
    Building rents                                                                 2.4           2.9
                                                                               -------       -------
          Total operating expenses                                                94.1          96.4
                                                                               -------       -------
Operating income                                                                   5.9           3.6
Other income (expense)
    Interest expense                                                              (0.1)         (0.2)
    Other, net                                                                     0.1           0.2
                                                                               -------       -------
Earnings before income taxes                                                       5.9           3.6
Income taxes                                                                       2.3           1.4
                                                                               -------       -------
Net earnings                                                                       3.6%          2.2%
                                                                               =======       =======
</TABLE>


                                       8
<PAGE>


THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH 31, 2000

     Operating revenues increased 8.3% to $32.9 million for the three months
ended March 31, 2001, compared to $30.4 million for the first three months of
2000. The increase was primarily attributable to increased tonnage, as well as
an improved yield due to increased rates and a reduction in lower yield freight
as a percentage of total tonnage. The number of shipments during the first
quarter of 2001 increased by 0.6% to 233,643, compared to 232,332 for the first
quarter of 2000. Tonnage increased by 7.7% to 137,626, compared to 127,823 for
the first quarter of 2000.

     Of the $32.9 million in operating revenues for the three months ended March
31, 2001, $1.4 million was attributable to the Company's warehousing and
distribution company, MCDS. This represents a 27.0% increase in revenues for
MCDS from $1.1 million during the first quarter of 2000. This increase was
attributable to growth in the volume of services provided to existing customers.

     As a percentage of operating revenues, salaries, wages and benefits
increased to 52.9%, for the first quarter of 2001, from 50.9% for the first
quarter of 2000. This 2 percentage point increase was due primarily to an
increase in linehaul driver wages and benefits associated with shifting to the
use of more Company drivers and less use of purchased transportation. The use of
more Company drivers resulted in a reduction in the expense incurred by the
Company for purchased transportation. In addition, approximately one-half of the
2 percentage point increase in salaries, wages and benefits was the result of
increased medical insurance costs.

     Purchased transportation decreased to 8.1% of operating revenues for the
quarter ended March 31, 2001, compared to 9.5% for the same period of 2000. This
1.4 percentage point reduction was the result of replacing a portion of
purchased transportation with Company drivers and equipment. Corresponding
increases were incurred in expense categories related to drivers and equipment
such as wages, benefits, operating supplies and expenses, depreciation, licenses
and taxes.

     Operating supplies and expenses decreased to 16.1% of operating revenues
for the quarter ended March 31, 2001, compared to 16.7% for the same period in
2000. Expenses were reduced in various categories, the most significant of which
was the reduction of agent commissions due to the conversion of two independent
agent facilities to company-owned facilities in the latter part of 2000. These
reductions were offset partially by the increased expenses associated with the
operation and maintenance of company-owned equipment used instead of purchased
transportation.

     Building rents decreased to 2.4% of revenue for the first quarter of 2001,
compared to 2.9% for the first quarter of 2000. Higher building rents in the
first quarter of 2000 were due primarily to lease payments for additional
facilities in Fremont, California and Boise, Idaho, as well as continuing lease
payments on unused facilities in Chicago, Illinois, Benicia, California and
Boise, Idaho. All leases on unused facilities expired prior to the end of the
year 2000.

     Total operating expenses decreased to 94.1% of operating revenues for the
three months ended March 31, 2001 from 96.4% for the same period in 2000.

     As a percentage of revenue, net earnings increased 74.0% to $1,169,000 for
the three months ended March 31, 2001, compared to $672,000 for the same period
in 2000. Net earnings per weighted average share outstanding increased to $0.18
for the first quarter of 2001 compared to $0.10 for the same period of 2000.
Weighted average shares outstanding were 6,473,251 during the first quarter of
2001, compared to 6,888,525 for the first quarter of 2000, due to the repurchase
of shares by the Company pursuant to its share repurchase program.


                                       9
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

     The Company's primary sources of liquidity are funds provided by operations
and bank borrowings. Net cash provided by operating activities was approximately
$2.6 million for the first three months of 2001, compared to $3.7 million for
the corresponding period in 2000. Net cash provided by operating activities is
primarily attributable to the Company's earnings before depreciation and
amortization expense.

     Capital expenditures totaled approximately $2.4 million during the first
three months of 2001. Capital expenditures during this period included
approximately $1.3 million for revenue equipment, including tractors and
trailers, and $0.9 million for terminal construction and facilities. During the
first quarter of 2000, capital expenditures totaled $2.3 million, consisting of
approximately $1.6 million for revenue equipment and $0.7 million for terminal
construction and facilities.

     Net cash used in financing activities was $3.9 million for the three months
ended March 31, 2001, compared to $1.3 million for the comparable period of
2000. At March 31, 2001, borrowings under long-term obligations totaled
approximately $4.3 million, compared to $7.4 million as of March 31, 2000.

     The Company is a party to a loan agreement with a bank that provides for a
revolving line of credit in an amount not exceeding $5 million. The loan
agreement provides for the issuance of letters of credit and may be used for
this purpose, as well as to fund the working capital needs of the Company. As of
March 31, 2001 and 2000, there was no outstanding balance under this revolving
line of credit.

     The same bank has also provided a second revolving line of credit to the
Company in an amount not to exceed $20 million. The Company intends to use
amounts available under this credit facility, if necessary, primarily to
purchase equipment used in operations and terminal facilities. As of March 31,
2001 and 2000, there was $3.0 million and $6.0 million, respectively,
outstanding under this facility.

     All amounts outstanding under the two loan facilities described above
accrue interest at a variable rate established from time to time by the bank.
The Company does have the option, however, to request that specific advances
accrue interest at a fixed rate quoted by the bank subject to certain prepayment
restrictions. All amounts outstanding under the two loan facilities are
collateralized by the Company's inventory, chattel paper, accounts receivable
and equipment now owned or hereafter acquired by the Company.

     During the first quarter of 1999, the Company announced a share repurchase
program. The Board of Directors of the Company authorized the repurchase of up
to 700,000 shares. As of March 31, 2001, a total of 512,500 shares had been
repurchased by the Company for approximately $2.9 million.

SEASONALITY

     The Company experiences some seasonal fluctuations in freight volume.
Historically, the Company's shipments decrease during the winter months. In
addition, the Company's operating expenses historically have been higher in the
winter months due to decreased fuel efficiency and increased maintenance costs
for revenue equipment in colder weather.

CAUTIONARY STATEMENT FOR FORWARD LOOKING INFORMATION

     Certain information set forth in this report contains "forward-looking
statements" within the meaning of federal securities laws. Forward looking
statements include statements concerning plans, objectives, goals, strategies,
future events, future revenues or performance, capital expenditures, financing
needs, plans or intentions relating to acquisitions by the Company and other
information that is not historical information. When used in this report, the
words "estimates," "expects," "anticipates," "forecasts," "plans," "intends,"
"believes" and variations of such words or similar expressions are intended to
identify forward-looking statements. Additional forward-looking statements may
be made by the Company from time to time. All such subsequent forward-looking
statements, whether written or oral and whether made by or on behalf of the
Company, are also expressly qualified by these cautionary statements.


                                       10
<PAGE>


     The Company's forward-looking statements are based upon the Company's
current expectations and various assumptions. The Company's expectations,
beliefs and projections are expressed in good faith and are believed by the
Company to have a reasonable basis, including without limitation, management's
examination of historical operating trends, data contained in the Company's
records and other data available from third parties, but there can be no
assurance that management's expectations, beliefs and projections will result or
be achieved or accomplished. The Company's forward-looking statements apply only
as of the date made. The Company undertakes no obligation to publicly update or
revise forward-looking statements which may be made to reflect events or
circumstances after the date made or to reflect the occurrence of unanticipated
events.

     There are a number of risks and uncertainties that could cause actual
results to differ materially from those set forth in, contemplated by or
underlying the forward-looking statements contained in this report. These risks
include, but are not limited to, economic factors and fuel price fluctuations,
the availability of employee drivers and independent contractors, risks
associated with geographic expansion, capital requirements, claims exposure and
insurance costs, competition and environmental hazards. Each of these risks and
certain other uncertainties are discussed in more detail in the 2000 10-K. There
may also be other factors, including those discussed elsewhere in this report,
that may cause the Company's actual results to differ from the forward-looking
statements. Any forward-looking statements made by or on behalf of the Company
should be considered in light of these factors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company does not use financial instruments for trading purposes and is
not a party to any derivative financial instruments or derivative commodity
instruments. The Company is exposed to a variety of market risks, including the
effects of changes in interest rates and fuel prices. The Company's short-term
and long-term financing is generally at variable rates; however, these
obligations may be repaid or converted to a fixed rate at the Company's option.


                                       11
<PAGE>


                           PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  The following exhibits are filed with this report.

               None

     (b)  No report on Form 8-K was filed during the quarter for which this
          report is filed.



                                       12
<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                           MOTOR CARGO INDUSTRIES, INC.


                            /S/ LYNN H. WHEELER
                           -----------------------------------------------------
                           LYNN H. WHEELER
                           Vice President of Finance and Chief Financial Officer
                           (Authorized Signatory and
                           Principal Financial and Accounting Officer)



Date:  May 14, 2001