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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-K/A
                                 AMENDMENT NO. 1

  ( 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, 1993

                                       OR

  (   )     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
Series A warrants                                       New York 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 20, 1994 the aggregate  market value of Common Stock (excluding
Class  B  Common  Stock)  held  by   non-affiliates   of  the   registrant   was
$1,312,845,561.

   As of January 24, 1994, the number of shares  outstanding of the registrant's
Common Stock was 49,776,135 and the Class B Common Stock was 25,240,305.

                       Documents Incorporated by Reference
                       -----------------------------------

1993  Annual  Report to  Shareowners  (Parts I, II and IV) 1993 Proxy  Statement
(Parts I and III) Navistar Financial Corporation 1993 Annual Report on Form 10-K
(Part IV)





     PAGE 1


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-K/A


                       AMENDMENT TO APPLICATION OR REPORT
                  Filed Pursuant to Section 12, 13 or 15(d) of
                       THE SECURITIES EXCHANGE ACT of 1934


                          Commission File Number 1-9618


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


                                 AMENDMENT NO. 1


     The undersigned registrant hereby amends its Annual Report on Form 10-K for
the fiscal  year ended  October  31,  1993,  solely for the  purpose of refiling
Exhibit 3.2. The Exhibit Index follows the signature page for this Amendment.

    Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant  has duly  caused  this  amendment  to be signed on its behalf by the
undersigned, thereunto duly authorized.



                              Navistar International Corporation
                              ----------------------------------
                                         (Registrant)



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


                                   May 4, 1998





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Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

              (C)  Exhibits
                                                                 Page
                                                                 ----

                   Exhibit No.     Description
                   -----------     -----------                   E-1

                       3.2         Restated Certificate
                                   of Incorporation of
                                   Navistar International
                                   Corporation
                                   (as amended and in
                                   effect on July 1, 1993)