SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

MINORPLANET SYSTEMS USA, INC.

(FORMERLY @TRACK COMMUNICATIONS, INC.)

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

04648Y 20 4

(CUSIP Number)

Robert Kelly

Minorplanet Systems PLC

Greenwich House

Sheepscar, Leeds LS7 2AA

United Kingdom

011 44 113 251 1600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copy to:

Brian S. North, Esquire

Buchanan Ingersoll Professional Corporation

1835 Market Street, 14th Floor

Philadelphia, PA 19103

(215) 665-8700

August 29, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.: 04648Y 20 4

1.	Name of Reporting Persons and I.R.S. Identification Nos. of above persons (entities only)             Minorplanet Systems PLC
2.	Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  ¨
3.	SEC Use Only
4.	Source of Funds             WO, OO(1)
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization             United Kingdom

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.    Sole Voting Power                 30,000,000 Shares(*)   8.    Shared Voting Power                 -0-  Shares   9.    Sole Dispositive Power                 30,000,000 Shares(*) 10.    Shared Dispositive Power                 -0-  Shares

11.	30,000,000(*)
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	¨
13.	Percent of Class Represented by Amount in Row (11)             62.0%
14.	Type of Reporting Person (See Instructions)             CO

(1) In June of 2001, Minorplanet Systems PLC (“Minorplanet”) used working capital for the acquisition of 2,000,000 shares of the Common Stock of Minorplanet Systems USA, Inc. (the “Issuer”). In addition, Minorplanet sold all of its share capital in Minorplanet Limited, a wholly owned subsidiary, in consideration for an additional 28,000,000 shares of Common Stock of the Issuer. The total of these two purchases represent the 30,000,000 aggregate total shares of Common Stock covered by this report. The purchases were originally reported in a Schedule 13D filed June 21, 2001.

(2) The 30,000,000 shares of Common Stock of the Issuer covered by this report were purchased pursuant to the Stock Purchase and Exchange Agreement, dated as of February 14, 2001, by and among the Issuer, Minorplanet, and Mackay Shields LLC (“Mackay”). The transactions contemplated by the Stock Purchase and Exchange Agreement were consummated on June 21, 2001. On June 5, 2001, prior to the consummation of the transactions contemplated by the Stock Purchase and Exchange Agreement, the Issuer effected a 1-for-5 reverse stock split. All figures relating to shares covered in this report are referenced on a post-reverse stock split basis unless otherwise indicated.

Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby files this Amendment No. 2 (this “Amendment”) to the Schedule 13D filed by Minorplanet Systems PLC (“Minorplanet”) on July 18, 2001, as amended by Amendment No. 1 filed by Minorplanet on July 9, 2003, with the Securities and Exchange Commission relating to the Common Stock of Minorplanet Systems USA (the “Issuer”). In this Amendment, the undersigned amends and restates the entire text of Item 2, 4, 5 and 6.

Item 2. Identity and Background.

This Amendment to Schedule 13D is being filed by Minorplanet Systems PLC (“Minorplanet”), a United Kingdom public limited company. Minorplanet produces and sells systems that track vehicles and generate management information reports by using global positioning satellite technology and its own proprietary software to help fleet managers manage their vehicle fleets more efficiently. The principal offices of Minorplanet are located at Greenwich House, Sheepscar, Leeds LS4 2LE, United Kingdom.

Schedule A hereto sets forth the name, business address, present principal occupation or employment (including the name, principal business and address of the corporation or other organization in which such employment is conducted) and citizenship of each director and executive officer of Minorplanet. The information set forth in Schedule A hereto is incorporated herein by reference.

During the past five years, neither Minorplanet nor, to its knowledge, any of the persons listed on Schedule A attached hereto, has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Item 4. Purpose of the Transaction

Stock Purchase and Exchange Agreement

Upon consummation of the transactions contemplated by the Stock Purchase and Exchange Agreement dated as of February 14, 2001 (the “Stock Purchase and Exchange Agreement”) by and among the Issuer, Minorplanet, and Mackay Shields LLC, Minorplanet became the majority stockholder and obtained control of the Issuer.

In accordance with Section 6.01 of the Stock Purchase and Exchange Agreement, Minorplanet has the right to appoint two (2) directors to the Issuer’s board of directors. Notwithstanding this provision in the Agreement, as a holder of more than 50% of the Issuer’s shares, Minorplanet is able to control the election of all the directors if it desires to do so in the future. Minorplanet also has the contractual right under the Stock Purchase and Exchange Agreement to gain such number of seats on the board of directors commensurate with its percentage ownership of the Issuer’s stock.

Concurrent with the closing under the Stock Purchase and Exchange Agreement, Minorplanet designated and the Issuer’s board of directors appointed two directors to the Issuer’s board of directors in accordance with the Issuer’s bylaws. However, effective June 24, 2003, the two directors of the Issuer then designated by Minorplanet resigned. Minorplanet has not exercised its right to designate replacements for the two resigning directors, but, subject to the Letter Agreement described below (see “Letter Agreement”), retains the right to do so in the future.

In addition, under the terms of the Stock Purchase and Exchange Agreement, so long as Minorplanet owns at least 5% of the outstanding Common Stock of the Issuer, both directors appointed to the Issuer’s board of directors by Minorplanet must approve the following actions by the Issuer: (i) any capital expenditure by the Issuer that is not contemplated in any current annual budget which exceeds $200,000; (ii) the hiring and firing of an Issuer officer or senior executive reporting to the chief executive officer who has an annual salary of $130,000 or more, or entering into employment agreements with these individuals or amendments to existing agreements; (iii) the direct or indirect redemption, purchase or making of any payments with respect to stock appreciation rights and similar types of stock plans; (iv) the sale, lease or transfer of any assets of the Issuer representing 5% or more of the Issuer’s consolidated assets, or the merger, consolidation, recapitalization, reclassification or other changes to the capital stock of the Issuer; (v) except as required under law, the taking or instituting of bankruptcy or similar proceedings; (vi) the issuance, purchase, acquisition or redemption of any capital stock or any notes or debt convertible into equity; (vii) the acquisition of another entity; (viii) the entering into any agreement or contract which commits the Issuer to pay more than $200,000; (ix) the amendment of the Issuer’s certificate of incorporation or bylaws that would adversely affect holders of the Issuer’s Common Stock or Minorplanet’s rights under the Stock Purchase and Exchange Agreement; (x) the exiting of, or entering into a different line of business; (xi) the incurrence of any indebtedness or liability or the making of any loan except in the ordinary course of business; (xii) the placing of any lien on the Issuer’s assets or properties; or (xiii) the adoption or implementation of any anti-takeover provision that would adversely affect Minorplanet.

The preceding discussion of the transactions and the Stock Purchase and Exchange Agreement is qualified in its entirety by the full text of the Agreement that is filed as an exhibit to this Schedule 13D and incorporated herein by reference.

Registration Rights Agreement

As a condition to consummating the Agreement, the Issuer, Minorplanet, Mackay and certain other parties agreed to enter into that certain Registration Rights Agreement (the “Registration Rights Agreement”). As part of the closing on June 21, 2001, such parties entered into the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Issuer agreed that within 90 days of the Closing, it would prepare and file with the Securities and Exchange Commission a shelf registration statement covering, among other securities, 9% of the shares issued to Minorplanet and all of the shares issued to Mackay under the Stock Purchase and Exchange Agreement. The Issuer has filed a Registration Statement on Form S-3 (No. 333-71340) registering the resale of 2,700,000 shares of the Issuer’s Common Stock held by Minorplanet.

Under the Registration Rights Agreement, the holders of at least 10% of the shares then outstanding under the shelf registration statement, but in no event less than 3,000,000 shares (on a pre stock-split basis), may demand up to three underwritten offerings of shares from the shelf registration statement. The Issuer also granted holders of at least 15% of the shares of Common Stock issued in the transactions contemplated by the Stock Purchase and Exchange Agreement, but in no event less than 3,000,000 shares (on a pre stock-split basis), the right to demand up to five additional offerings, which may be underwritten offerings, of their remaining shares. These offerings are subject to certain conditions set forth in the Registration Rights Agreement. Minorplanet also received “piggyback” registration rights that generally allow it to participate in other public stock offerings undertaken by the Issuer.

The preceding discussion of the Registration Rights Agreement is qualified in its entirety by the full text of the Registration Rights Agreement that is filed as an exhibit to this Schedule 13D and incorporated herein by reference.

Letter Agreement

On August 15, 2003, Minorplanet entered into a binding letter agreement (the “Letter Agreement”) with the Issuer (see Exhibit 5 hereto) which relates to: (i) an amendment to the Exclusive License and Distribution Agreement dated June 13, 2001 entered into between Mislex (302) Limited, as licensee, now known as Minorplanet Systems USA Limited, a United Kingdom private limited company which is the wholly-owned subsidiary of Caren (292) Limited, a United Kingdom private limited company which is the wholly-owned subsidiary of the Issuer (“UK Sub 1”), and UK Sub 1, as licensor, which assigned its rights as licensor to Minorplanet Limited (the “Licensor”), a United Kingdom private limited company which is a subsidiary of Minorplanet (the “License Agreement”); (ii) the waiver of certain rights held by Minorplanet under (A) the Stock Purchase and Exchange Agreement, (B) an Addendum to the License Agreement dated September 26, 2002 (the “Addendum”) and (C) the Second Amended and Restated Bylaws (the “Bylaws”) of the Issuer (see Exhibit 6 hereto); (iv) an Anti-Dilution Agreement to be entered into by the Issuer and Minorplanet at the closing under the Letter Agreement (see Exhibit 7 hereto) and (iv) certain other transactions described therein (collectively, the “Transactions”). These agreements and Transactions shall be effective at a subsequent closing. As a condition to that closing, Minorplanet is required to sell 20,378,517 shares (the “Shares”) of the Issuer’s Common Stock to The Erin Mills Investment Corporation, a Canadian corporation (“Erin Mills”), pursuant to the terms of that certain Stock Purchase and Sale Agreement (the “Purchase Agreement”), dated August 15, 2003 (see Exhibit 4 hereto). The closing under the Letter Agreement and the sale of the Shares by Minorplanet to Erin Mills is subject to certain closing conditions, including the receipt by Minorplanet of its shareholders approval for the Purchase Agreement and the transactions contemplated thereby, in accordance with the United Kingdom Listing Authority rules.

Upon consummation of the Transactions and the closing under the Purchase Agreement, Minorplanet would own 9,621,483 share of Common Stock, or 19.9% of the Issuer’s issued and outstanding Common Stock (as of July 14, 2003, the date given in the Issuer’s latest Form 10-Q). Minorplanet would receive $1.00 from Erin Mills for the sale of the Shares, and would receive licensing and other rights from the Issuer as part of the Transactions. Minorplanet would also receive rights under the Anti-Dilution Agreement, which provides that, in the event the Issuer

issues or proposes to issue additional shares of Common Stock, or any security exercisable, convertible or exchangeable for Common Stock, then Minorplanet would have the right to purchase, at the same price per share, that number of shares which would be necessary to maintain Minorplanet’s ownership percentage at 19.9% on a fully diluted basis (as defined in the Anti-Dilution Agreement).

Upon the consummation of the Transactions and the closing under the Purchase Agreement Minorplanet would also waive certain rights pursuant to an Irrevocable Waiver and Consent (the “Waiver”). Minorplanet would relinquish certain rights with respect to (i) provisions of the Stock Purchase and Exchange Agreement, (ii) the Addendum, and (iii) the Bylaws. In accordance with the terms of the Waiver, at closing Minorplanet would irrevocably and forever waive its right, previously granted under the Stock Purchase and Exchange Agreement and Bylaws, to appoint directors to the Issuer’s board of directors. Minorplanet would also waive the anti-dilution protection given to it in the Stock Purchase and Exchange Agreement, which would be replaced by the anti-dilution protection to be given to Minorplanet under the Anti-Dilution Agreement. Minorplanet would also surrender its right to receive periodic financial statements from the Issuer, and its ability to freely exchange Issuer stock certificates at the Issuer’s expense. Finally, Minorplanet would waive its agreement with the Issuer to consult with each other in connection with any discussions that may occur between the Issuer and Nasdaq with respect to continued listing or quotation of the Issuer’s securities on Nasdaq.

Additionally, in accordance with Section 4(p) of the Letter Agreement, at closing Erin Mills is required to have executed and delivered to the Issuer a stock option repurchase agreement, in which the Issuer would receive an option to purchase 19,378,517 shares of Common Stock of the Issuer acquired by Erin Mills pursuant to the Purchase Agreement.

The preceding discussion of the transactions and the Purchase Agreement, Waiver, Agreement and Anti-Dilution Agreement is qualified in its entirety by the full text of the Purchase Agreement, Waiver, and Anti-Dilution Agreement that are filed as exhibits to this Schedule 13D and incorporated herein by reference.

An Indenture entered into between the Issuer and JP Morgan Chase Bank, as trustee, as successor-in-interest to Texas Commerce Bank National Association, dated September 23, 1997, as supplemented by that certain First Supplemental Indenture dated as of June 20, 2001 as in effect on the date hereof, relating to MPUSA’s 13 ¾% Senior Subordinated Notes due 2005 (the “Indenture”) requires “Permitted Holders” to hold at least 35% of the voting shares to avoid triggering the change of control provisions set forth in the Indenture. Erin Mills is listed as a permitted holder in the Indenture.

Other than as described above, Minorplanet does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Minorplanet may be deemed to be the beneficial owner of 30,000,000 shares of the Common Stock. Such shares represent approximately 62.0% of the outstanding shares of the Common Stock. Minorplanet has sole voting and investment power with respect to the entire 30,000,000 shares of Common Stock. Following the closing of the Transactions and the Purchase Agreement discussed above, Minorplanet would be the beneficial owner of 9,621,483 shares of Common Stock. Those shares would represent approximately 19.9% of the outstanding shares of the Common Stock (as of July 14, 2003, the date given in the Issuer’s latest Form 10-Q).

Except as described herein, neither Minorplanet nor, to the best of Minorplanet’s knowledge, any other person referred to in Schedule A attached hereto, beneficially owns or has acquired or disposed of any shares of the Common Stock during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Except for the agreements described above, Minorplanet and none of the persons named on Schedule A has any contracts, arrangements, understandings or relationships (legal or otherwise) with any persons with respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

Exhibit 1:	Stock Purchase and Exchange Agreement, dated as of February 14, 2001, by and among Minorplanet Systems PLC, @Track Communications, Inc., and Mackay Shields LLC. (1)
Exhibit 2:	Registration Rights Agreement, dated as of June 21, 2001, by an between @Track Communications, Inc., Minorplanet Systems PLC, and the Other Holders Party thereto. (1)
Exhibit 3:	Minorplanet Systems PLC (“MPS”) Shareholding in Minorplanet Systems USA Inc. (the “Company”). (2)
Exhibit 4:	Stock Purchase and Sale Agreement, dated as of August 15, 2003, by and among Minorplanet Systems PLC and The Erin Mills Investment Corporation.
Exhibit 5:	Binding Letter Agreement, dated as of August 15, 2003, by an between Minorplanet Systems USA, Inc., Minorplanet Systems PLC, and Minorplanet Limited.
Exhibit 6:	Form of Irrevocable Waiver and Consent to Amendment of Bylaws.
Exhibit 7:	Form Anti-Dilution Agreement by and among Minorplanet Systems USA, Inc. and Minorplanet Systems PLC.

(1) Filed as an exhibit to the initial Schedule 13D filed on July 18, 2001.

(2) Filed as an exhibit to Amendment No. 1 to the Schedule 13D filed on July 9, 2003.

SIGNATURE

After reasonable 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.

Dated: August 29, 2003

MINORPLANET SYSTEMS PLC
By:	/s/    ROBERT D. KELLY
Name:	Robert D. Kelly
Title:	Director

Schedule A

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the name and present principal occupation or employment of each director and executive officer of Minorplanet, as well as the name, principal business and address of such employer. The principal business address of each person listed below is Greenwich House, 223 North Street, Leeds, West Yorkshire, LS7 2AA. Each person listed below is a citizen of the United Kingdom.

Name	Principal Occupation	Principal Employer
Michael David Abrahams	Executive Director	Minorplanet Systems Plc
David Martin Best	Executive Director	Minorplanet Systems Plc
Dr. Christopher Gerard Harrison	Executive Director	Minorplanet Systems Plc
John Dennis Macey	Executive Director	Minorplanet Systems Plc
Andrew Daniel Tillman	Executive Director	Minorplanet Systems Plc
Robert Daniel Kelly	Executive Director	Minorplanet Systems Plc
David Gordon Perry	Non Executive Director	Kelda Group Plc
Sir Martin Wakefield Jacomb	Non Executive Director	Delta Plc
Charles Edward Alexander	Non Executive Director	GE Capital Europe
James Keating	Non Executive Director	Krossbow Holdings Limited
Lucy Ann Woods	Non Executive Director	VTL (UK) Limited

EXHIBIT INDEX

Exhibit 1:	Stock Purchase and Exchange Agreement, dated as of February 14, 2001, by and among Minorplanet Systems PLC, @Track Communications, Inc., and Mackay Shields LLC. (1)
Exhibit 2:	Registration Rights Agreement, dated as of June 21, 2001, by an between @Track Communications, Inc., Minorplanet Systems PLC, and the Other Holders Party thereto. (1)
Exhibit 3:	Minorplanet Systems PLC (“MPS”) Shareholding in Minorplanet Systems USA Inc. (the “Company”). (2)
Exhibit 4:	Stock Purchase and Sale Agreement, dated as of August 15, 2003, by and among Minorplanet Systems PLC and The Erin Mills Investment Corporation.
Exhibit 5:	Binding Letter Agreement, dated as of August 15, 2003, by an between Minorplanet Systems USA, Inc., Minorplanet Systems PLC, and Minorplanet Limited.
Exhibit 6:	Form of Irrevocable Waiver and Consent to Amendment of Bylaws.
Exhibit 7:	Form Anti-Dilution Agreement by and among Minorplanet Systems USA, Inc. and Minorplanet Systems PLC.

(1) Filed as an exhibit to the initial Schedule 13D filed on July 18, 2001.

(2) Filed as an exhibit to Amendment No. 1 to the Schedule 13D filed on July 9, 2003.