UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

( X ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended October 31, 1996

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from to

Commission file number 1-9618

NAVISTAR INTERNATIONAL CORPORATION
----------------------------------
(Exact name of registrant as specified in its charter)

Delaware 36-3359573
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

455 North Cityfront Plaza Drive, Chicago, Illinois 60611
-------------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (312) 836-2000

Securities registered pursuant to Section 12(b) of the Act:

Name of Each Exchange
Title of Each Class on Which Registered
- ----------------------------------------------- ---------------------

Common stock, par value $0.10 per share New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
$6.00 cumulative convertible preferred stock,
Series G (with $1.00 par value) New York Stock Exchange
Cumulative convertible junior preference stock,
Series D (with $1.00 par value) New York Stock Exchange

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 and (2) has been
subject to such filing requirements for the past 90 days: Yes X No
---- ----

As of January 10, 1997, the aggregate market value of Common Stock
(excluding Class B Common Stock) held by non-affiliates of the registrant
was $474,914,546.

As of January 10, 1997, the number of shares outstanding of the
registrant's Common Stock was 49,341,771 and the Class B Common Stock was
24,292,606.

Documents Incorporated by Reference
-----------------------------------
1996 Annual Report to Shareowners (Parts I, II and IV)
1996 Proxy Statement (Parts I and III)
Navistar Financial Corporation 1996 Annual Report on Form 10-K (Part IV)

NAVISTAR INTERNATIONAL CORPORATION

FORM 10-K

Year Ended October 31, 1996

INDEX
10-K Page
---------
PART I

Item 1. Business .......................................... 3
Item 2. Properties ........................................ 8
Item 3. Legal Proceedings ................................. 8
Executive Officers of the Registrant .............. 9
Item 4. Submission of Matters to a Vote of
Security Holders ................................ 11

PART II

Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters ................. 11
Item 6. Selected Financial Data ........................... 11
Item 7. Management's Discussion and Analysis of
Results of Operations and Financial Condition 11
Item 8. Financial Statements and Supplementary Data ....... 11
Item 9. Changes in and Disagreements
with Accountants on Accounting
and Financial Disclosure ........................ 11

PART III

Item 10. Directors and Executive Officers of the Registrant 12
Item 11. Executive Compensation ........................... 12
Item 12. Security Ownership of Certain Beneficial
Owners and Management .......................... 12
Item 13. Certain Relationships and Related Transactions ... 12

PART IV

Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K ........................ 12

SIGNATURES

Principal Accounting Officer ............................... 14
Directors .................................................. 15

POWER OF ATTORNEY ............................................ 15

INDEPENDENT AUDITORS' REPORT ................................. 17

INDEPENDENT AUDITORS' CONSENT ................................ 17

SCHEDULE ..................................................... F-1

EXHIBITS ..................................................... E-1

PART I

ITEM 1. BUSINESS

Navistar International Corporation is a holding company and its
principal operating subsidiary is Navistar International Transportation
Corp. referred to as "Transportation". As used hereafter, "Navistar" or
"company" refers to Navistar International Corporation and its
subsidiaries, and "Parent Company" refers to Navistar International
Corporation alone.

Navistar, through its wholly owned subsidiary Transportation,
operates in two principal industry segments: manufacturing and financial
services. Manufacturing operations are responsible for the manufacture
and marketing of medium and heavy trucks, including school buses, mid-
range diesel engines and service parts primarily in the United States and
Canada as well as in selected export markets. Based on assets and
revenues, manufacturing operations represent the majority of
Transportation's business activities. The financial services operations
consist of Navistar Financial Corporation (Navistar Financial), its
domestic insurance subsidiary and the company's foreign finance and
insurance subsidiaries. Navistar Financial's primary business is the
retail and wholesale financing of products sold by the manufacturing
operations and its dealers within the United States and the providing of
commercial physical damage and liability insurance to the manufacturing
operations' dealers and retail customers and to the general public through
an independent insurance agency system. Industry segment data for 1996,
1995, and 1994 is summarized in Note 15 to the Financial Statements, which
is incorporated herein by reference.

THE MEDIUM AND HEAVY TRUCK INDUSTRY

The market in which Navistar competes is subject to considerable
volatility as it moves in response to cycles in the overall business
environment and is particularly sensitive to the industrial sector which
generates a significant portion of the freight tonnage hauled. Government
regulation has impacted and will continue to impact trucking operations
and efficiency and the specifications of equipment.

The following table shows industry retail deliveries in the combined
United States and Canadian markets for the five years ended October 31, in
thousands of units:

YEARS ENDED OCTOBER 31,
------------------------------------

1996 1995 1994 1993 1992
---- ---- ---- ---- ----

Class 5, 6 and 7 medium
trucks and school buses .. 145.8 151.8 134.2 122.5 118.3
Class 8 heavy trucks ....... 195.4 228.8 205.4 166.4 125.2
----- ----- ----- ----- -----
Total .................... 341.2 380.6 339.6 288.9 243.5
===== ===== ===== ===== =====

Source: Monthly data provided by the American Automobile
Manufacturers Associations (AAMA) in the United States and Canada, and
other sources.

The Class 5 through 8 diesel truck market in the United States and
Canada is highly competitive. Major domestic competitors include PACCAR,
Ford and General Motors, as well as foreign-controlled manufacturers, such
as Freightliner, Mack and Volvo GM. In addition, manufacturers from Japan
(Hino, Isuzu, Nissan and Mitsubishi) are competing in the United States
and Canadian markets. The intensity of this competition results in price
discounting and margin pressures throughout the industry. In addition to
the influence of price, market position is driven by product quality,
engineering, styling, utility and distribution.

TRANSPORTATION MARKET SHARE

Transportation delivered 94,000 Class 5 through 8 trucks, including
school buses, in the United States and Canada in fiscal 1996, an 8%
decrease from the 101,700 units delivered in 1995. Navistar's combined
share of the Class 5 through 8 truck market was 27.5% in 1996 and 26.7% in
1995. Transportation has been the leader in combined market share for
Class 5 through 8 trucks, including school buses, in the United States and
Canada in each of its last 16 fiscal years based on data obtained from the
American Automobile Manufacturer's Association, the United States Motor
Vehicle Manufacturer's Association and R.L. Polk & Company.

PRODUCTS

The following table illustrates the percentage of Transportation's
manufacturing sales by class of product based on dollar amount:

YEARS ENDED OCTOBER 31,
-----------------------

PRODUCT CLASS 1996 1995 1994
- ------------- ---- ---- ----

Class 5, 6 and 7 medium
trucks and school buses .. 35% 32% 32%
Class 8 heavy trucks ....... 35 42 42
Service parts .............. 14 12 14
Engines .................... 16 14 12
---- ---- ----

Total .................... 100% 100% 100%
==== ==== ====

Transportation manufactures a full line of products in the common
carrier, private carrier, government/service, leasing, construction,
energy/petroleum and student transportation markets. Transportation offers
diesel-powered trucks and buses because of their improved fuel economy,
ease of serviceability and greater durability over gasoline-powered
vehicles. Transportation's Class 8 heavy trucks generally use diesel
engines purchased from outside suppliers while Class 5, 6 and 7 medium
trucks are powered by a proprietary line of mid-range diesel engines
manufactured by Transportation. Based upon information published by R.L.
Polk & Company, diesel-powered Class 5, 6 and 7 medium truck shipments
represented 87% of all medium truck shipments for fiscal year 1996 in the
United States and Canada.

Transportation's truck and bus manufacturing operations in the United
States and Canada consist principally of the assembly of components
manufactured by its suppliers, although Transportation produces its own
mid-range diesel truck engines, sheet metal components (including cabs)
and miscellaneous other parts.

ENGINE AND FOUNDRY

Transportation builds diesel engines for use in its Class 5, 6 and 7
medium trucks, school buses, selected Class 8 heavy truck models and for
sale to original equipment manufacturers in the United States and Canada.
Transportation also sells engines for industrial, agricultural and marine
applications. Transportation is the leading supplier of mid-range diesel
engines in the 160-300 horsepower range according to data supplied by
Power Systems Research of Minneapolis, Minnesota.

Transportation has an agreement to supply its T444E electronically
controlled diesel engine to a domestic automotive company through the year
2000 for use in all of its diesel-powered light trucks and vans. Sales of
this engine to the automotive company currently account for approximately
87% of Transportation's T444E sales. Shipments of V8 and I6 engines to
all original equipment manufacturers totaled a record 163,200 units in
1996, an increase of 6% from the 154,200 units shipped in 1995.

SERVICE PARTS

In the United States and Canada, Transportation operates 7 regional
parts distribution centers, which allows it to offer 24-hour availability
and same day shipment of the parts most frequently requested by customers.

MARKETING AND DISTRIBUTION

Transportation's truck products are distributed in virtually all key
markets in the United States and Canada. Transportation's truck
distribution and service network in these countries was composed of 957,
958 and 949 dealers and retail outlets at October 31, 1996, 1995 and 1994,
respectively. Included in these totals were 504, 490 and 473 secondary
and associate locations at October 31, 1996, 1995 and 1994, respectively.

Retail dealer activity is supported by 5 regional operations in the
United States and a general office in Canada. Transportation has a
national account sales group, responsible for its 110 major national
account customers. Transportation's network of 13 Used Truck Centers in
the United States provides trade-in support to the company's dealers and
national account group, and markets all makes and models of reconditioned
used trucks to owner-operators and fleet buyers. Both wholesale and
retail trucks, components and service parts are exported to more than 70
countries around the world.

FINANCIAL SERVICES

Navistar Financial is engaged in the wholesale, retail and lease
financing of new and used trucks sold by Transportation and its dealers in
the United States. Navistar Financial also finances wholesale accounts
and selected retail accounts receivable of Transportation. Sales of new
products (including trailers) of other manufacturers are also financed
regardless of whether designed or customarily sold for use with
Transportation's truck products. During 1996 and 1995, Navistar Financial
provided wholesale financing for 94% and 93%, respectively, of the new
truck units sold by Transportation to its dealers and distributors in the
United States.

Navistar Financial's wholly owned domestic insurance subsidiary,
Harco National Insurance Company, provides commercial physical damage and
liability insurance coverage to Transportation's dealers and retail
customers, and to the general public through an independent insurance
agency system.

Harbour Assurance Company of Bermuda Limited offers a variety of
programs to the company, including general liability insurance, ocean
cargo coverage for shipments to and from foreign distributors, and
reinsurance coverage for various Transportation policies.

IMPORTANT SUPPORTING OPERATIONS

Third Party Sales Financing Agreements. In the United States,
Transportation has an agreement with Associates Commercial Corporation to
provide wholesale financing to certain of its truck dealers and retail
financing to their customers. Navistar International Corporation Canada
also has an agreement with a subsidiary of General Electric Canadian
Holdings Limited to provide financing for Canadian dealers and customers.

RESEARCH AND DEVELOPMENT

Research and development activities, which are directed toward the
introduction of new products and improvements of existing products and
processes used in their manufacture, totaled $101 million, $91 million,
and $88 million for 1996, 1995 and 1994, respectively.

BACKLOG

The backlog of unfilled truck orders (subject to cancellation or
return in certain events) at October 31, 1996, 1995 and 1994 was $1,254
million, $2,581 million and $3,358 million, respectively.

Although the backlog of unfilled orders is one of many indicators of
market demand, other factors such as changes in production rates,
available capacity, new product introductions and competitive pricing
actions may affect point-in-time comparisons.

EMPLOYEES

The company employed 14,187, 16,079 and 14,910 individuals at October
31, 1996, 1995 and 1994, respectively.

LABOR RELATIONS

At October 31, 1996, the United Automobile, Aerospace and
Agricultural Implement Workers of America (UAW) represented 6,902 of the
company's active employees in the United States, and the Canadian Auto
Workers (CAW) represented 1,476 of the company's active employees in
Canada. Other unions represented 1,022 of the company's active employees
in the United States and Canada. The company entered into a collective
bargaining agreement with the UAW in 1995, which expires on October 1,
1998. In addition, the company entered into a collective bargaining
agreement with the CAW in 1996, which expires on October 24, 1999.

PATENTS AND TRADEMARKS

Transportation continuously obtains patents on its inventions and,
thus, owns a significant patent portfolio. Additionally, many of the
components which Transportation purchases for its products are protected
by patents that are owned or controlled by the component manufacturer.
Transportation has licenses under third-party patents relating to its
products and their manufacture, and Transportation grants licenses under
its patents. The royalties paid or received under these licenses are not
significant. No particular patent or group of patents is considered by
Transportation to be essential to its business as a whole.

Like all businesses which offer well-known products or services,
Transportation's primary trademarks are an important part of its worldwide
sales and marketing efforts, and provide instant identification of its
products and services in the marketplace. To support these efforts,
Transportation maintains, or has pending, registrations of its primary
trademarks in those countries in which it does business or expects to do
business.

RAW MATERIALS AND ENERGY SUPPLIES

Transportation purchases raw materials, parts and components from
numerous outside suppliers but relies upon some suppliers for a
substantial number of components for its truck products. A portion of
Transportation's requirements for raw materials and supplies is filled by
single-source suppliers.

The impact of an interruption in supply will vary by commodity. Some
parts are generic to the industry while others are of a proprietary design
requiring unique tooling which would require time to recreate. However,
the company's exposure to a disruption in production as a result of an
interruption of raw materials and supplies is no greater than the industry
as a whole. In order to remedy any losses resulting from an interruption
in supply, the company maintains contingent business interruption
insurance for storms, fire and water damage.

While the company believes that it has adequate assurances of
continued supply, the inability of a supplier to deliver could have an
adverse effect on production at certain of the company's manufacturing
locations.

IMPACT OF GOVERNMENT REGULATION

Truck and engine manufacturers continue to face increasing
governmental regulation of their products, especially in the areas of
environment and safety. The company believes its products comply with all
applicable environmental and safety regulations.

As a diesel engine manufacturer, the company has incurred research
and tooling costs to redesign its engine product lines to meet United
States Environmental Protection Agency (U.S. EPA) and California Air
Resources Board (CARB) emission standards effective for the 1994 model
year. The company faces additional outlays through 1998 to meet further
tightening of these standards. In addition to the 1998 standard, the
company, along with other engine manufacturers, has signed a voluntary
agreement (Statement of Principles) with U.S. EPA and CARB to achieve new
reductions in ozone-causing exhaust emissions by 2004. As a result of the
Statement of Principles, U.S. EPA issued a Notice of Proposed Rulemaking
defining exhaust emission standards for the 2004 model year. A final rule
is expected in the early part of 1997. The company must also satisfy
California's emission standards in 2002 for engines used in medium-size
vehicles (which includes vehicles up to 14,000 lbs. Gross Vehicle Weight
Rating). The company expects that its diesel engines will be able to meet
all of these standards within the required time-frame.

Emissions regulations in Canada and Mexico are similar, but not
identical, to the U.S. federal regulations. Although Canada's regulations
impose standards equivalent only to the U.S. standards for the 1990 model
year, diesel engine manufacturers, including the company, have voluntarily
signed several memorandums of understanding with the Canadian federal
government, agreeing to sell only engines meeting the 1994 U.S. emission
standards in model years 1995 to 1997. Canada has announced its intention
to conform its heavy-duty engine emission standards to the U.S. EPA
standards in 1998 and to require low-sulfur diesel fuel beginning October
1, 1997. Mexico has adopted the U.S. heavy diesel engine emission
standards as of the 1994 model year but has conditioned compliance on the
availability of low-sulfur diesel fuel.

Truck manufacturers are also subject to various noise standards
imposed by federal, state and local regulations. The engine is one of a
truck's primary noise sources, and the company, therefore, works closely
with original equipment manufacturers to develop strategies to reduce
engine noise. The company is also subject to the National Traffic and
Motor Vehicle Safety Act (Safety Act) and Federal Motor Vehicle Safety
Standards (Safety Standards) promulgated by the National Highway Traffic
Safety Administration. The company believes it is in compliance with the
Safety Act and the Safety Standards.

Expenditures to comply with various environmental regulations
relating to the control of air, water and land pollution at production
facilities and to control noise levels and emissions from Transportation's
products have not been material except for two sites formerly owned by the
company, Wisconsin Steel in Chicago, Illinois, and Solar Turbine in San
Diego, California. In 1994, Transportation recorded a $20 million after-
tax charge as a loss of discontinued operations for environmental
liabilities and cleanup cost at these two sites. It is not expected that
the costs of compliance with foreseeable environmental requirements will
have a material effect on the company's financial position or operating
results.

ITEM 2. PROPERTIES

In the United States and Canada, Transportation owns and operates 9
manufacturing and assembly operations, which contain approximately 9
million square feet of floor space. Four facilities manufacture and
assemble trucks, 2 plants manufacture diesel engines, 2 locations produce
gray iron castings and 1 facility produces molded fiberglass components.
In addition, Transportation owns or leases other significant properties in
the United States and Canada including vehicle and parts distribution
centers, sales offices, an engineering center and its headquarters in
Chicago.

Transportation's principal research and engineering facilities are
located in Fort Wayne, Indiana, and Melrose Park, Illinois. In addition,
certain research is conducted at its manufacturing plants.

All of Transportation's plants are being utilized and have been
maintained adequately, are in good operating condition and are suitable
for its current needs through productive utilization of the facilities.
These facilities, together with planned capital expenditures, are expected
to meet Transportation's manufacturing needs in the foreseeable future.

A majority of the activity of the financial services operations is
conducted from its leased headquarters in Rolling Meadows, Illinois. The
financial services operations also lease 6 other office locations in the
United States and share office space with other locations.

ITEM 3. LEGAL PROCEEDINGS

The company and its subsidiaries are subject to various other claims
arising in the ordinary course of business, and are parties to various
legal proceedings which constitute ordinary routing litigation incidental
to the business of the company and its subsidiaries. In the opinion of
the company's management, none of these proceedings or claims are material
to the business or the financial condition of the company.

EXECUTIVE OFFICERS

The following selected information for each of the company's current
executive officers was prepared as of January 16, 1997.

OFFICERS AND POSITIONS WITH
NAME AGE NAVISTAR AND OTHER INFORMATION
---- --- ------------------------------

John R. Horne ....... 58 Chairman, President and Chief
Executive Officer in 1996
and a Director since 1990.
Mr. Horne also is Chairman,
President and Chief Executive
Officer of Transportation
in 1995 and a Director since
1987. Prior to this, Mr. Horne
served as President and Chief
Executive Officer, 1995-1996,
President and Chief Operating
Officer, 1990-1995, Group Vice
President and General Manager,
Engine and Foundry, 1990, and
Vice President and General
Manager, Engine and Foundry,
1983-1990.

Donald DeFosset, Jr. . 48 Executive Vice President and
President, Truck Group in 1996.
Mr. DeFosset is also Executive
Vice President, Truck Group
of Transportation in 1996.
Prior to this, Mr. DeFosset
served as President, Allied
Signal Safety Restraints
Systems of Allied Signal
Inc., 1993 - 1996, Group
Executive and General Manager,
Allied Signal Turbocharging
and Truck Brake Systems,
1992 - 1993, and Vice
President, Planning and
Business Development in 1992
and served as Executive Vice
President, Operations for Mack
Trucks, 1989 - 1992.

Robert C. Lannert ... 56 Executive Vice President and
Chief Financial Officer and
a Director since 1990.
Mr. Lannert also is Executive
Vice President and Chief
Financial Officer of
Transportation since 1990
and a Director since 1987.
Prior to this, Mr. Lannert
served as Vice President and
Treasurer, 1987-1990, and
Vice President and Treasurer
of Transportation, 1979-1990.

Robert A. Boardman .. 49 Senior Vice President and
General Counsel since 1990.
Mr. Boardman also is Senior
Vice President and General
Counsel of Transportation
since 1990. Prior to this,
Mr. Boardman served as
Vice President of Manville
Corporation, 1988-1990, and
Corporate Secretary, 1983-1990.

EXECUTIVE OFFICERS (continued)

OFFICERS AND POSITIONS WITH
NAME AGE NAVISTAR AND OTHER INFORMATION
---- --- ------------------------------

Thomas M. Hough .... 51 Vice President and Treasurer since
1992. Mr. Hough also is Vice
President and Treasurer of
Transportation since 1992.
Prior to this, Mr. Hough served
as Assistant Treasurer
1987-1992, and Assistant Treasurer
of Transportation, 1987-1992.
Mr. Hough also served as Assistant
Controller, Accounting and
Financial Systems, 1987, and
Controller of Navistar Financial
Corporation, 1982-1987.

J. Steven Keate .... 40 Vice President and Controller since
December 1995. Mr. Keate is
also Vice President and Controller
of Transportation since March 1995.
Prior to this, Mr. Keate served as
Vice President and Controller of
General Dynamics Corporation,
1991-1995, and Corporate Manager,
Financial Planning and Analysis,
1989-1991.

Steven K. Covey .... 45 Corporate Secretary since 1990.
Mr. Covey also is Associate
General Counsel of Transportation
since November 1992. Prior to
this, Mr. Covey served as General
Attorney, Finance and Securities
of Transportation, 1989-1992,
Senior Counsel, Finance and
Securities, 1986-1989, and
Senior Attorney, Corporate
Operations 1984-1986.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable
PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS

Navistar International Corporation Common Stock is listed on the New
York, Chicago and Pacific Stock Exchanges under the abbreviated stock
symbol "NAV." Information regarding high and low market price per share
of Common Stock for each quarter of 1996 and 1995 is incorporated by
reference from the 1996 Annual Report to Shareowners, page 37, filed as
Exhibit 13 to this Form 10-K. There were approximately 62,307 owners of
Common Stock at October 31, 1996.

All shares of Common Stock and Class B Common Stock share equally in
dividends except that stock dividends are payable in shares of Common
Stock to holders of that class and in Class B Common Stock to holders of
that class. Upon liquidation, all shares of Common Stock and Class B
Common Stock are entitled to share equally in the assets of the company
available for distribution to the holders of such shares. Dividends may be
paid out of surplus as defined under Delaware corporation law.

PART III
ITEMS 6, 7 AND 8

The information required by Items 6-8 is incorporated herein by
reference from the 1996 Annual Report to Shareowners, filed as Exhibit 13
to this Form 10-K as follows:

1996
Annual
Report
Page
------

ITEM 6. SELECTED FINANCIAL DATA ....................... 36

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION ......... 14

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ... 20

With the exception of the aforementioned information (Part II; Items
5-8) and the information specified under Items 1 and 14 of this report,
the 1996 Annual Report to Shareowners is not to be deemed filed as part of
this report.

----------------------------------------------------------

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

PART III (Continued)

ITEMS 10, 11 AND 12

Information required by Items 10, 11 and 12 of this Form is
incorporated herein by reference from Navistar's definitive Proxy
Statement for the March 19, 1997 Annual Meeting of Shareowners.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

Information required by Part IV (Item 14) of this form is
incorporated herein by reference from Navistar International Corporation's
1996 Annual Report to Shareowners, filed as Exhibit 13 to this Form 10-K
as follows:

1996
Annual
Report
Page
------
Financial Statements
- --------------------

Independent Auditor's Report ........................... 19
Statement of Income for the years
ended October 31, 1996, 1995 and 1994 ................ 20
Statement of Financial Condition
as of October 31, 1996 and 1995 ...................... 21
Statement of Cash Flow
for the years ended October 31, 1996, 1995 and 1994 .. 22
Notes to Financial Statements .......................... 23

Form
10-K
Schedule Page
- -------- ----

II - Valuation and Qualifying Accounts and Reserves . F-1

All other schedules are omitted because of the absence of the
conditions under which they are required or because information called for
is shown in the financial statements and notes thereto in the 1996 Annual
Report to Shareowners.

Finance and Insurance Subsidiaries:

The financial statements of Navistar Financial Corporation for the
years ended October 31, 1996, 1995 and 1994 appearing on pages 9 through
40 in the Annual Report on Form 10-K for Navistar Financial Corporation
for the fiscal year ended October 31, 1996, Commission File No. 1-4146-1,
are incorporated herein by reference and filed as Exhibit 28 to this Form
10-K.

Form
10-K
Exhibits, Including Those Incorporated by Reference Page
- --------------------------------------------------- ----

(3) Articles of Incorporation and By-Laws .......... E-1
(4) Instruments Defining the Rights of Security
Holders, Including Indentures .................. E-2
(10) Material Contracts ............................. E-3
(11) Computation of Net Income Per Common Share ..... E-5
(13) Navistar International Corporation
1996 Annual Report to Shareowners ............ N/A
(21) Subsidiaries of the Registrant ................. E-6
(23) Independent Auditors' Consent .................. 17
(24) Power of Attorney .............................. 15
(27) Financial Data Schedule N/A .................... N/A
(28) Navistar Financial Corporation Annual Report
on Form 10-K for the fiscal year ended
October 31, 1996 ............................. N/A

All exhibits other than those indicated above are omitted because of
the absence of the conditions under which they are required or because the
information called for is shown in the financial statements and notes
thereto in the 1996 Annual Report to Shareowners.

Reports on Form 8-K
- -------------------

No reports on Form 8-K were filed for the three months ended
October 31, 1996.

<PAGE 14>
SIGNATURE

NAVISTAR INTERNATIONAL CORPORATION
AND CONSOLIDATED SUBSIDIARIES
----------------------------------

SIGNATURE

Pursuant to the requirements of Section 13 and 15(d) 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.

NAVISTAR INTERNATIONAL CORPORATION
- ----------------------------------
(Registrant)

/s/ J. Steven Keate
- -----------------------------------
J. Steven Keate January 22, 1997
Vice President and Controller
(Principal Accounting Officer)

<PAGE 15>
EXHIBIT 24
SIGNATURE

NAVISTAR INTERNATIONAL CORPORATION
AND CONSOLIDATED SUBSIDIARIES
----------------------------------

POWER OF ATTORNEY

Each person whose signature appears below does hereby make,
constitute and appoint John R. Horne and J. Steven Keate and each of them
acting individually, true and lawful attorneys-in-fact and agents with
power to act without the other and with full power of substitution, to
execute, deliver and file, for and on such person's behalf, and in such
person's name and capacity or capacities as stated below, any amendment,
exhibit or supplement to the Form 10-K Report making such changes in the
report as such attorney-in-fact deems appropriate.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated:

Signature Title Date
- ---------------------- --------------------------- -----------------

/s/ John R. Horne
- ----------------------
John R. Horne Chairman of the Board, January 22, 1997
President and
Chief Executive Officer,
and Director
(Principal Executive
Officer)

/s/ Robert C. Lannert
- ----------------------
Robert C. Lannert Executive Vice President January 22, 1997
and Chief Financial
Officer and Director
(Principal Financial
Officer)

/s/ J. Steven Keate
- ----------------------
J. Steven Keate Vice President January 22, 1997
and Controller
(Principal Accounting
Officer)

/s/ William F. Andrews
- -----------------------
William F. Andrews Director January 22, 1997

<PAGE 16>
EXHIBIT 24 (CONTINUED)
SIGNATURE

NAVISTAR INTERNATIONAL CORPORATION
AND CONSOLIDATED SUBSIDIARIES
----------------------------------

SIGNATURES (Continued)

/s/ Andrew F. Brimmer
- -----------------------
Andrew F. Brimmer Director January 22, 1997

/s/ Richard F. Celeste
- -----------------------
Richard F. Celeste Director January 22, 1997

/s/ John D. Correnti
- -----------------------
John D. Correnti Director January 22, 1997

/s/ James C. Cotting
- -----------------------
James C. Cotting Director January 22, 1997

/s/ William C. Craig
- -----------------------
William C. Craig Director January 22, 1997

/s/ Jerry E. Dempsey
- -----------------------
Jerry E. Dempsey Director January 22, 1997

/s/ John F. Fiedler
- -----------------------
John F. Fiedler Director January 22, 1997

/s/ Mary Garst
- -----------------------
Mary Garst Director January 22, 1997

/s/ Michael N. Hammes
- -----------------------
Michael N. Hammes Director January 22, 1997

/s/ Walter J. Laskowski
- ------------------------
Walter J. Laskowski Director January 22, 1997

/s/ William F. Patient
- ------------------------
William F. Patient Director January 22, 1997

<PAGE 17>
SIGNATURE

NAVISTAR INTERNATIONAL CORPORATION
AND CONSOLIDATED SUBSIDIARIES

----------------------------------

INDEPENDENT AUDITORS' REPORT

Navistar International Corporation:

We have audited the Statement of Financial Condition of Navistar
International Corporation and Consolidated Subsidiaries as of October 31,
1996 and 1995, and the related Statements of Income and Cash Flow for each
of the three years in the period ended October 31, 1996, and have issued
our report thereon, dated December 16, 1996; such consolidated financial
statements and report are included in your 1996 Annual Report to
Shareowners and are incorporated herein by reference. Our audits also
included the financial statement schedule of Navistar International
Corporation and Consolidated Subsidiaries, listed in Item 14. This
financial statement schedule is the responsibility of the company's
management. Our responsibility is to express an opinion based on our
audits. In our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial statements
taken as a whole, presents fairly in all material respects the information
set forth therein.

Deloitte & Touche LLP
December 16, 1996
Chicago, Illinois

----------------------------------

EXHIBIT 23

INDEPENDENT AUDITORS' CONSENT

Navistar International Corporation:

We consent to the incorporation by reference in Post-Effective
Amendment No. 1 to Registration No. 2-70979 on Form S-8 and in Post-
Effective Amendment No. 6 to Registration No. 2-55544 on Form S-8 and in
Post-Effective Amendment No. 1 to Registration No. 2-9604 on Form S-8 of
our reports on Navistar International Corporation and Navistar Financial
Corporation, dated December 16, 1996, appearing and incorporated by
reference in this Annual Report on Form 10-K of Navistar International
Corporation for the year ended October 31, 1996.

Deloitte & Touche LLP
January 22, 1997
Chicago, Illinois

SCHEDULE II

NAVISTAR INTERNATIONAL CORPORATION
AND CONSOLIDATED SUBSIDIARIES
============

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE YEARS ENDED OCTOBER 31, 1996, 1995 AND 1994
(MILLIONS OF DOLLARS)

COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------

BALANCE DEDUCTIONS FROM
DESCRIPTION AT RESERVES BALANCE
DESCRIPTION BEGINNING ADDITIONS CHARGED AT END
OF RESERVES DEDUCTED FROM OF YEAR TO INCOME DESCRIPTION AMOUNT OF YEAR
----------- ------------- --------- ----------------- ----------- ------ -------

Reserves deducted from
assets to which they
apply:

1996
----
Uncollectible notes
and accounts
Allowance for written off and
losses on Notes and accounts reserve adjustment,
receivables .... receivable .... $ 28 $ 21 less recoveries ... $ 18 $ 31
===== ===== ===== =====

1995
----
Uncollectible notes
and accounts
Allowance for written off and
losses on Notes and accounts reserve adjustment,
receivables .... receivable .... $ 25 $ 4 less recoveries ... $ 1 $ 28
===== ===== ===== =====

1994
----
Uncollectible notes
and accounts
Allowance for written off and
losses on Notes and accounts reserve adjustment,
receivables .... receivable .... $ 36 $ 2 less recoveries ... $ 13 $ 25
===== ===== ===== =====

F-1