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                                                            EXHIBIT 3


                    NAVISTAR INTERNATIONAL CORPORATION
                             AND SUBSIDIARIES
                    ----------------------------------
                   ARTICLES OF INCORPORATION AND BY-LAWS


     The following document of Navistar International Corporation is
incorporated herein by reference:


     3.1  Restated Certificate of Incorporation of Navistar International
          Corporation effective July 1, 1993, filed as Exhibit 3.2 to
          Form 10-K dated October 31, 1993, which was filed on January 27,
          1994, Commission File No. 1-9618.


     The following document of Navistar International Corporation is
included herein in those executed and conformed copies of this report
provided to the Securities and Exchange Commission, the New York Stock
Exchange, the Chicago Stock Exchange and the Pacific Stock Exchange.


     3.2  The By-Laws of Navistar International Corporation effective
          October 18, 1994, filed as Exhibit 3.2 on Annual Report on
          Form 10-K dated October 31, 1994, which was filed on
          January 27, 1995, on Commission File No. 1-9618.




























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