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                                                           EXHIBIT 4


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


     The following instruments of Navistar International Corporation and
its principal subsidiary 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 March 1, 1968, between
          Navistar International Transportation Corp. and
          Manufacturers Hanover Trust Company, as Trustee, and
          succeeded by FIDATA Trust Company of New York, as
          successor Trustee, for 6 1/4% Sinking Fund Debentures
          due 1998 for $50,000,000.  Filed on Registration
          No. 2-28150.

     4.2  Indenture, dated as of June 15, 1974, between
          Navistar International Transportation Corp. and
          Harris Trust and Savings Bank, as Trustee, and
          succeeded by Commerce Union Bank, now known as
          Sovran Bank/Central South, as successor Trustee,
          for 9% Sinking Fund Debentures due 2004 for
          $150,000,000.  Filed on Registration No. 2-51111.

     4.3  Indenture, dated as of November 15, 1993, between
          Navistar Financial Corporation and Bank of America,
          Illinois formerly known as Continental Bank, National
          Association, as Trustee, for 8 7/8% Senior
          Subordinated Notes due 1998 for $100,000,000.  Filed
          on Registration No. 33-50541.

     4.4  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.


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     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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