EXHIBIT 4


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

      4.5      $125,000,000,  Credit Agreement dated as of November 26, 1997, as
               amended by  Amendment  No. 1 dated as of February 4, 1998,  among
               Navistar International Corporation Mexico, S.A. de C.V., Navistar
               International  Corporation,  certain banks,  certain  Co-Arranger
               banks,  Bank of Montreal,  as Paying Agent,  and Bancomer,  S.A.,
               Institucion de Banca Multiple,  Grupo  Financiero,  as Peso Agent
               and Collateral  Agent.  The  Registrant  agrees to furnish to the
               Commission  upon  request a copy of such  agreement  which it has
               elected not to file under the provisions of Regulation 601(b) (4)
               (iii).

      4.6      Indenture,  dated as of February 4, 1998, by and between Navistar
               International  Corporation  and Harris Trust and Savings Bank, as
               Trustee, pursuant to which the 7% Senior Notes due 2003 have been
               issued. Filed on Registration No. 333-47063.

      4.7      Indenture,  dated as of February 4, 1998, by and between Navistar
               International  Corporation  and  Harris  Trust and  Savings Bank,
               as  Trustee, pursuant to which the 8% Senior  Subordinated  Notes
               due 2008 have been  issued. Filed on Registration No. 333-47063.
 ======

     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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