PAGE 1

                                                                       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  $45,000,000  Revolving  Credit  Agreement  dated as of June 5, 1998 as
          amended by Amendment No. 1 dated as of January 1, 1999, and as amended
          by Amendment  No. 2 dated as of April 9, 1999, as amended by Amendment
          No. 3 dated as of July 1999,  among  Arrendadora  Financiera  Navistar
          S.A.,  de  C.V.,  Servicios  Financieros  Navistar  S.A.  de C.V.  and
          Navistar  Comercial,  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).

     4.6  $200,000,000  Mexican  Peso  Revolving  Credit  Agreement  dated as of
          October  20, 1998 as amended by  Amendment  No. 1 dated as of November
          12,  1999,  among  Arrendadora   Financiera  Navistar  S.A.  de  C.V.,
          Servicios  Financieros  Navistar S.A. de C.V. and Navistar  Comercial,
          S.A. de C.V. and Comerica Bank.  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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<PAGE>

       PAGE 2

                                                          EXHIBIT 4  (CONTINUED)

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

     4.7  $8,000,000 Mexican Peso Revolving Credit Agreement dated as of October
          9, 1998 by and between  Arrendadora  Financiera  Navistar S.A. de C.V.
          and Banco  Bilbao  Vizcaya.  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).


     4.8  $27,000,000  Mexican  Peso  Revolving  Credit  Agreement  dated  as of
          October 9, 1998 by and between Servicios  Financieros Navistar S.A. de
          C.V. and Banco Bilbao Vizcaya. 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.

    4.10  Indenture dated as of June 4, 1999,  between Navistar Financial 1999-A
          Owner  Trust  and The Bank of New York,  as  Indenture  Trustee,  with
          respect  to  Navistar   Financial   1999-A  Owner   Trust.   Filed  on
          Registration No.
          33-50291.

    4.11  $30,000,000,  Revolving  Credit  Agreement dated as of July 9, 1999 as
          amended by  Amendment  No. 1 dated as of  September  15,  1999,  among
          Arrendadora  Financiera Navistar S.A. de C.V.,  Servicios  Financieros
          Navistar S.A. de C.V. and Navistar  Comercial,  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).

    4.12  $20,000,000  Credit  Agreement  dated  as of  August  10,  1999 by and
          between Arrendadora Financiera Navistar S.A. de C.V. and Bancomer. 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).

                                       E-3

<PAGE>

       PAGE 3

                                                          EXHIBIT 4  (CONTINUED)

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

    4.13  $200,000,000  Mexican  Peso  Revolving  Credit  Agreement  dated as of
          August 10, 1999 by and between Servicios  Financieros Navistar S.A. de
          C.V. and Bancomer.  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).


=====


       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.

                                       E-4