PAGE 1
                                                                       EXHIBIT 4

                       NAVISTAR INTERNATIONAL CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                       ----------------------------------
                INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS,
                              INCLUDING INDENTURES

       The following instruments of Navistar  International  Corporation and its
principal  subsidiary  International  Truck  and  Engine  Corporation,  formerly
Navistar  International  Transportation  Corp.,  and  its  principal  subsidiary
Navistar  Financial  Corporation  defining  the rights of  security  holders are
incorporated herein by reference.

      4.1  Indenture,  dated  as of  May  30,  1997,  by  and  between  Navistar
           Financial  Corporation  and The  Fuji  Bank  and  Trust  Company,  as
           Trustee, for 9% Senior Subordinated Notes due 2002 for $100,000,000.
           Filed on Registration No. 333-30167.

      4.2  $125,000,000  Credit  Agreement  dated as of November  26,  1997,  as
           amended by  Amendment  No. 1 dated as of  February  4,  1998,  and as
           amended by Amendment No. 2 dated as of July 10, 1998,  among Navistar
           International    Corporation   Mexico,   S.A.   de   C.V.,   Navistar
           International Corporation,  certain banks, certain Co-Arranger banks,
           Bank of Montreal, as Paying Agent, and Bancomer, S.A., Institucion de
           Banca Multiple, Grupo Financiero, as Peso Agent and Collateral Agent.
           The  Registrant  agrees to furnish to the  Commission  upon request a
           copy of such  agreement  which it has  elected  not to file under the
           provisions of Regulation 601(b) (4) (iii).

      4.3  Indenture,  dated as of  February 4, 1998,  by and  between  Navistar
           International  Corporation  and Harris  Trust and  Savings  Bank,  as
           Trustee, for 7% Senior Notes due 2003 for $100,000,000. Filed on
           Registration No. 333-47063.

      4.4  Indenture,  dated as of  February 4, 1998,  by and  between  Navistar
           International  Corporation  and Harris  Trust and  Savings  Bank,  as
           Trustee, for 8% Senior Subordinated Notes due 2008 for $250,000,000.
           Filed on Registration No. 333-47063.

      4.5  $45,000,000  Revolving  Credit  Agreement dated as of June 5, 1998 as
           amended  by  Amendment  No. 1 dated as of  January  1,  1999,  and as
           amended by Amendment  No. 2 dated as of April 9, 1999,  as amended by
           Amendment No. 3 dated as of July 1999, among  Arrendadora  Financiera
           Navistar S.A. de C.V.,  Servicios  Financieros  Navistar S.A. de C.V.
           and Navistar  Comercial  S.A. de C.V. and The First  National Bank of
           Chicago.  The  Registrant  agrees to furnish to the  Commission  upon
           request a copy of such  agreement  which it has  elected  not to file
           under the provisions of Regulation 601(b)(4)(iii).

      4.6  $200,000,000  Mexican Peso  Revolving  Credit  Agreement  dated as of
           October 20, 1998 as amended by  Amendment  No. 1 dated as of November
           12,  1999,  among  Arrendadora  Financiera  Navistar  S.A.  de  C.V.,
           Servicios  Financieros  Navistar S.A. de C.V. and Navistar  Comercial
           S.A. de C.V. and Comerica Bank.  The Registrant  agrees to furnish to
           the  Commission  upon request a copy of such  agreement  which it has
           elected   not  to   file   under   the   provisions   of   Regulation
           601(b)(4)(iii).

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       PAGE 2
                                                          EXHIBIT 4  (CONTINUED)

                       NAVISTAR INTERNATIONAL CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                       ----------------------------------
                INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS,
                              INCLUDING INDENTURES

      4.7  $8,000,000  Mexican  Peso  Revolving  Credit  Agreement  dated  as of
           October 9, 1998 by and between  Arrendadora  Financiera Navistar S.A.
           de C.V. and Banco Bilbao Vizcaya. The Registrant agrees to furnish to
           the  Commission  upon request a copy of such  agreement  which it has
           elected   not  to   file   under   the   provisions   of   Regulation
           601(b)(4)(iii).

      4.8  $27,000,000  Mexican  Peso  Revolving  Credit  Agreement  dated as of
           October 9, 1998 by and between Servicios Financieros Navistar S.A. de
           C.V. and Banco Bilbao  Vizcaya.  The Registrant  agrees to furnish to
           the  Commission  upon request a copy of such  agreement  which it has
           elected   not  to   file   under   the   provisions   of   Regulation
           601(b)(4)(iii).

      4.9  Rights  Agreement  dated  as  of  April  20,  1999  between  Navistar
           International  Corporation  and Harris  Trust and  Savings  Bank,  as
           Rights  Agent,  including  the form of  Certificate  of  Designation,
           Preferences  and  Rights of  Junior  Participating  Preferred  Stock,
           Series A  attached  thereto  as  Exhibit  A,  and the form of  Rights
           Certificate  attached  thereto as Exhibit B. Filed as Exhibit  1.1 to
           the  company's  Registration  Statement on Form 8-A,  dated April 20,
           1999. Commission File No. 1-9618.

     4.10  $53,000,000  Revolving  Credit  Agreement dated as of July 9, 1999 as
           amended by  Amendment  No. 1 dated as of September  15,  1999,  among
           Arrendadora  Financiera Navistar S.A. de C.V., Servicios  Financieros
           Navistar S.A. de C.V. and Navistar  Comercial  S.A. de C.V. and Banco
           Nacional de Mexico,  S.A. de C.V. The Registrant agrees to furnish to
           the  Commission  upon request a copy of such  agreement  which it has
           elected   not  to   file   under   the   provisions   of   Regulation
           601(b)(4)(iii).

     4.11  $20,000,000  Credit  Agreement  dated as of  August  10,  1999 by and
           between  Arrendadora  Financiera  Navistar S.A. de C.V. and Bancomer.
           The  Registrant  agrees to furnish to the  Commission  upon request a
           copy of such  agreement  which it has  elected  not to file under the
           provisions of Regulation 601(b)(4)(iii).

     4.12  $200,000,000  Mexican Peso  Revolving  Credit  Agreement  dated as of
           August 10, 1999 by and between Servicios Financieros Navistar S.A. de
           C.V. and Bancomer. The Registrant agrees to furnish to the Commission
           upon  request a copy of such  agreement  which it has  elected not to
           file under the provisions of Regulation 601(b)(4)(iii).

     4.13 $95,000,000 Forward contract dated as of April 20, 2000 by and between
          Navistar  International  Corporation  and Royal  Bank of  Canada.  The
          Registrant  agrees to furnish to the Commission upon request a copy of
          such  agreement  which it has elected not to file under the provisions
          of Regulation 601(b)(4)(iii). =====


       Instruments   defining  the  rights  of  holders  of  other  unregistered
long-term  debt of Navistar  and its  subsidiaries  have been  omitted from this
exhibit index because the amount of debt  authorized  under any such  instrument
does not exceed 10% of the total assets of the Registrant  and its  consolidated
subsidiaries.  The Registrant agrees to furnish a copy of any such instrument to
the Commission upon request.


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