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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 Annual
        Report on 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.

   3.3  Certificate of Designation, Preferences and Rights of Junior Participat-
        ing Preferred Stock, Series  A  of  Navistar  International Corporation.
        Filed  as  Exhibit 3.3  to  Form 10-Q  dated  June 11, 1999.  Commission
        File No. 1-9618.
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