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                                                             EXHIBIT 3


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


     The following documents of Navistar International Corporation are
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.

     3.2  The By-Laws of Navistar International Corporation effective
          April 14, 1995, filed as Exhibit 3.2 on Annual Report on
          Form 10-K dated October 31, 1995, which was filed on January 26,
          1996, on Commission File No. 1-9618.















































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