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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, and amended as of May 4, 1998.

      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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