SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-A
                           ---------------------------

                For Registration of Certain Classes of Securities
                     Pursuant to Section 12(b) or (g) of the
                         Securities Exchange Act of 1934


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

Delaware                                                 36-3359573
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(State of incorporation or organization)   (I.R.S. Employer Identification No.)

455 North Cityfront Plaza Drive, Chicago, IL                60611
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(Address of principal executive offices)                  (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

            Title of each class               Name of each exchange on which
            to be so registered               each class is to be registered
            -------------------               ------------------------------
Preferred Stock Purchase Rights, with         New York Stock Exchange
respect to Common Stock, par value $.10 per   Chicago Stock Exchange
share                                         Pacific Exchange

If this form relates to the  registration  of a class of securities  pursuant to
Section  12(b)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), check the following box. : [  X  ]

If this form relates to the  registration  of a class of securities  pursuant to
Section  12(g)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(d), check the following box.   [     ]


Securities Act registration statement file number to which this form relates:

------------------------------
                               (if applicable).

Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
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                                (Title of Class)



                     The Exhibit Index is located on page 7.


<PAGE>


Item 1.  Description of Registrant's Securities to be Registered:
------
         Preferred Stock Purchase Rights
         -------------------------------

     On April  20,  1999,  the  Board of  Directors  of  Navistar  International
Corporation  (the  "Company")  authorized  the issuance of one  preferred  share
purchase right (a "Right") for each outstanding share of common stock, par value
$.10 per share (the  "Common  Shares"),  of the  Company.  The  distribution  is
payable to  stockholders  of record at the close of business on May 3, 1999 (the
"Record  Date"),  and with respect to all Common Shares that become  outstanding
after the Record  Date and prior to the  earliest of the  Distribution  Date (as
defined below),  the redemption of the Rights,  the exchange of the Rights,  and
the expiration of the Rights (and, in certain cases,  following the Distribution
Date).  Each Right entitles the  registered  holder to purchase from the Company
one one-thousandth of a share of Junior Participating Preferred Stock, Series A,
par value $1.00 per share, of the Company (the "Preferred Shares") at a price of
$175  per one  one-thousandth  of  a  Preferred  Share (the  "Purchase  Price"),
subject to adjustment.  The description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement") between the Company and Harris Trust
and Savings Bank, as Rights Agent (the "Rights Agent").

     The  Rights  will be  evidenced  by Common  Share  certificates  and not by
separate  certificates until the earlier to occur of (i) the tenth day after the
date it is publicly  announced  that a person or group other than certain exempt
persons (an "Acquiring Person"),  together with persons affiliated or associated
with such  Acquiring  Person,  has  acquired,  or obtained the right to acquire,
beneficial  ownership  of 15%  or  more  of the  outstanding  Common  Shares  (a
"Triggering  Event") and (ii) the tenth business day after the  commencement  or
public  disclosure of an intention to commence a tender offer or exchange  offer
by a person other than an exempt person if, upon consummation of the offer, such
person could  acquire  beneficial  ownership  of 15% or more of the  outstanding
Common Shares (the earlier of such dates being called the "Distribution Date").

     Until the Distribution Date (or earlier redemption,  exchange or expiration
of the  Rights),  the Rights will be  transferred  with and only with the Common
Shares, and the surrender for transfer of any certificate for Common Shares will
also  constitute the transfer of the Rights  associated with such Common Shares.
As soon as practicable  following the Distribution Date,  separate  certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Shares as of the close of business on the  Distribution  Date, and
such separate Right Certificates alone will evidence the Rights.

     The Rights  will  first  become  exercisable  after the  Distribution  Date
(unless sooner  redeemed or exchanged).  Until a Right is exercised,  the holder
thereof,  as  such,  will  have  no  rights  as a  stockholder  of the  Company,
including,  without limitation,  the right to vote or to receive dividends.  The
Rights  will  expire at the close of  business  on May 3, 2009 (the  "Expiration
Date"), unless earlier redeemed or exchanged by the Company as described below.

     In the event that a person becomes an Acquiring  Person,  each Right (other
than  Rights that are or were  beneficially  owned by the  Acquiring  Person and
certain  related persons and  transferees,  which will thereafter be void) shall
thereafter be exercisable not for Preferred  Shares,  but for a number of Common

                                        - 2 -
<PAGE>


Shares (or, in certain cases, common equivalent shares) having a market value of
two times the  exercise  price of the Right.  In the event that,  at the time or
after a person becomes an Acquiring Person,  the Company is involved in a merger
or other  business  combination  in which (i) the  Company is not the  surviving
corporation,  (ii) Common Stock is changed or exchanged, or (iii) 50% or more of
the Company's  consolidated  assets or earning  power are sold,  then each Right
(other than Rights  that are or were owned by the  Acquiring  Person and certain
related persons and transferees, which will thereafter be void) shall thereafter
be exercisable  for a number of shares of common stock of the acquiring  company
having a market value of two times the exercise price of the Right.

     In addition, at any time after a person has become an Acquiring Person, but
before  a  person  has  acquired  beneficial  ownership  of 50% or  more  of the
outstanding  Common Shares, the Company may elect to exchange all or part of the
Rights  (excluding  void Rights held by an Acquiring  Person and certain related
persons and transferees) for Common Shares on a one-for-one basis.

     The Purchase Price payable, and the number and kind of securities,  cash or
other property  issuable,  upon exercise of the Rights are subject to adjustment
from time to time to prevent  dilution  (i) in the event of a stock  dividend or
distribution  on, or a subdivision  or combination  of, the Common Shares,  (ii)
upon the grant to holders of the Common Shares of rights, options or warrants to
subscribe for Common Shares or securities convertible into Common Shares at less
than the current  market price,  (iii) upon the  distribution  to holders of the
Common  Shares  of  securities,   cash,  evidences  of  indebtedness  or  assets
(excluding regular periodic cash dividends out of earnings or retained earnings)
and   (iv)   in   connection   with   recapitalizations   of  the   Company   or
reclassifications of the Common Shares.

     No fractional  Preferred  Shares will be issued (other than fractions which
are integral multiples of one one-thousandth of a Preferred Share, which may, at
the election of the Company,  be evidenced by  depositary  receipts) and in lieu
thereof,  an  adjustment  in cash will be made based on the market  price of the
Preferred Shares on the last trading date prior to the date of exercise.

     At any time prior to the  earlier  of (i) the  occurrence  of a  Triggering
Event and (ii) the  Expiration  Date,  the Board of Directors of the Company may
redeem the Rights in whole,  but not in part,  at a price of $.01 per Right (the
"Redemption  Price").  The  Redemption  Price will be  payable  in cash,  shares
(including fractional shares) of Common Stock or any other form of consideration
deemed  appropriate  by the Board of Directors.  Immediately  upon action of the
Board of Directors ordering  redemption of the Rights, the ability of holders to
exercise the Rights will  terminate  and the only rights of such holders will be
to receive the Redemption Price.

     At any time prior to the  occurrence  of a Triggering  Event,  the Board of
Directors of the Company may amend or supplement  the Rights  Agreement  without
the  approval of the Rights Agent or any holder of the Rights.  Thereafter,  the
Rights  Agreement  may not be  amended or  changed  in any  manner  which  would
adversely  affect the  interests  of the  holders of the Rights  (other  than an
Acquiring Person or an affiliate or associate thereof).

                                        - 3 -
<PAGE>


     The Preferred  Shares  purchasable  upon exercise of the Rights will not be
redeemable.  Each  Preferred  Share will be entitled  to a minimum  preferential
quarterly dividend payment equal to the greater of $25 per share and 1,000 times
the dividend declared per Common Share. In the event of liquidation, the holders
of the Preferred Shares will be entitled to a minimum  preferential  liquidation
payment  equal to the greater of $100 per share and 1,000 times the payment made
per Common Share.  Each Preferred Share will have 1,000 votes per share,  voting
together with the Common Shares.  In the event of any merger,  consolidation  or
other  transaction  in which Common Shares are exchanged,  each Preferred  Share
will be entitled to receive 1,000 times the amount received per Common Share.

     The  Rights  have  certain  anti-takeover  effects.  The  Rights  may cause
substantial  dilution to a person or group that  attempts to acquire the Company
on terms not  approved by the Board of  Directors,  except  pursuant to an offer
conditioned on a substantial number of Rights being acquired.  The Rights should
not  interfere  with any merger or other  business  combination  approved by the
Board of Directors prior to the occurrence of a Triggering Event,  because until
such time the Rights may generally be redeemed by the Company at $.01 per Right.

     This summary  description of the Rights does not purport to be complete and
is qualified in its  entirety by reference to the Rights  Agreement  attached as
Exhibit 1.1, which is incorporated in this Registration Statement on Form 8-A by
reference.

                                        - 4 -
<PAGE>


Item 2.                    Exhibits
-------                    --------

  1.1                      Rights  Agreement  dated as of April 20, 1999 between
                           Navistar  International  Corporation and Harris Trust
                           and Savings Bank, as Rights Agent, including the form
                           of Certificate of Designation, Preferences and Rights
                           of Junior  Participating  Preferred  Stock,  Series A
                           attached thereto as Exhibit A, and the form of Rights
                           Certificate attached thereto as Exhibit B.

                                        - 5 -
<PAGE>


                                    SIGNATURE
                                    ---------

                  Pursuant to the  requirements  of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.


                                    NAVISTAR INTERNATIONAL CORPORATION



                                    By:  /s/  Robert C. Lannert
                                         ----------------------------------
                                              Robert C. Lannert
                                              Executive Vice President
                                                and Chief Financial Officer





Date:  April 20, 1999

                                        - 6 -
<PAGE>


                                  EXHIBIT INDEX

   Exhibit No.                              Description

   -----------        ----------------------------------------------------------
       1.1            Rights  Agreement  dated  as  of  April  20, 1999  between
                      Navistar International  Corporation  and Harris  Trust and
                      Savings  Bank,  as  Rights  Agent,  including  the form of
                      Certificate of   Designation,  Preferences  and  Rights of
                      Junior Participating  Preferred Stock, Series  A  attached
                      thereto as Exhibit A, and the form of  Rights  Certificate
                      attached thereto as Exhibit B.

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