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                                                                       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 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.

      4.2      $125,000,000,  Credit Agreement dated as of November 26, 1997, as
               amended by Amendment  No. 1 dated as of February 4, 1998,  and as
               amended  by  Amendment  No. 2 dated as of July  10,  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).

      4.3      Indenture,  dated as of February 4, 1998, by and between Navistar
               International  Corporation  and Harris Trust and Savings Bank, as
               Trustee, for 7% Senior Notes due 2003 for $100,000,000.  Filed on
               Registration No. 333-47063.

      4.4      Indenture,  dated as of February 4, 1998, by and between Navistar
               International  Corporation  and Harris Trust and Savings Bank, as
               Trustee,   for  8%  Senior   Subordinated   Notes  due  2008  for
               $250,000,000. Filed on Registration No. 333-47063.

      4.5      $160,000,000  Mexican pesos, Credit Agreement dated as of May 26,
               1998 by and between  Arrendadora  Financiera  Navistar  S.A.,  de
               C.V., and Banco  Nacional de Mexico,  S.A. de C.V. 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      $6,000,000,  Credit  Agreement  dated  as of May 26,  1998 by and
               between  Arrendadora  Financiera Navistar S.A. de C.V., and Banco
               Nacional de Mexico, S.A. de C.V. 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).

      4.7      $20,000,000  Revolving  Credit Agreement dated as of June 5, 1998
               by and between Servicios Financieros  Navistar,  S.A. de C.V. and
               The First  National  Bank of Chicago.  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).


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                                                                       EXHIBIT 4
                       NAVISTAR INTERNATIONAL CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                       ----------------------------------
                INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS,
                              INCLUDING INDENTURES




      4.8      $20,000,000  Revolving  Credit Agreement dated as of June 5, 1998
               by and between Arrendadora Financiera Navistar,  S.A. de C.V. and
               The First  National  Bank of Chicago.  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).

      4.9      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. Filed as Exhibit 1.1
               to the company's  Registration Statement on Form 8-A, dated April
               20, 1999. Commission File No. 1-9618.



======

     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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