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
        Participating  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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