<E-1>
                                                       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.