PAGE 1

               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                   FORM 10-K

     ( X )   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended October 31, 1999

                                       OR

     (   ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from         to

Commission file number 1-9618

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

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

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

        Registrant's telephone number, including area code (312) 836-2000

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

                                                        Name of Each Exchange
              Title of Each Class                       on Which Registered
-----------------------------------------------         ------------------------
Common stock, par value $0.10 per share                 New York Stock Exchange
                                                        Chicago Stock Exchange
                                                        Pacific Exchange

Preferred stock purchase rights                         New York Stock Exchange
                                                        Chicago Stock Exchange
                                                        Pacific Exchange
Cumulative convertible junior preference stock,
   Series D (with $1.00 par value per share)            New York Stock Exchange

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during the  preceding  12 months and (2) has been  subject to such  filing
requirements for the past 90 days: Yes X No

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     As of December 15, 1999 the aggregate  market value of common stock held by
non-affiliates of the registrant was $2,623,024,055.

     As  of  December  15,  1999  the  number  of  shares   outstanding  of  the
registrant's common stock was 62,175,385.

                       Documents Incorporated by Reference
                       -----------------------------------

1999  Annual  Report to  Shareowners  (Parts I, II and IV)
1999 Proxy  Statement (Parts I and III)
Navistar Financial Corporation 1999 Annual Report on Form 10-K (Part IV)


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                       NAVISTAR INTERNATIONAL CORPORATION

                                    FORM 10-K

                           Year Ended October 31, 1999

                                      INDEX
                                                                    10-K Page
                                                                    ---------
PART I

   Item 1.    Business...........................................        3
   Item 2.    Properties.........................................       10
   Item 3.    Legal Proceedings..................................       10
              Executive Officers of the Registrant...............       11
   Item 4.    Submission of Matters
                to a Vote of Security Holders....................       11

PART II

   Item 5.    Market for the Registrant's Common Equity
                and Related Stockholder Matters..................       12
   Item 6.    Selected Financial Data............................       12
   Item 7.    Management's Discussion and Analysis
                of Results of Operations and Financial Condition.       12
   Item 7A.   Quantitative and Qualitative Disclosures
                about Market Risk................................       12
   Item 8.    Financial Statements and Supplementary Data........       12
   Item 9.    Changes in and Disagreements with Accountants
                on Accounting and Financial Disclosure...........       13
PART III

   Item 10.   Directors and Executive Officers of the Registrant.       13
   Item 11.   Executive Compensation.............................       13
   Item 12.   Security Ownership of Certain Beneficial
                Owners and Management............................       13
   Item 13.   Certain Relationships and Related Transactions.....       13

PART IV

   Item 14.   Exhibits, Financial Statement
                Schedules and Reports on Form 8-K................       13


SIGNATURES

   Principal Accounting Officer..................................       15
   Directors ....................................................       16

POWER OF ATTORNEY................................................       16

INDEPENDENT AUDITORS' REPORT.....................................       18

INDEPENDENT AUDITORS' CONSENT....................................       18

SCHEDULE ........................................................      F-1

EXHIBITS ........................................................      E-1


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                                     PART I

ITEM 1.  BUSINESS

     Navistar  International  Corporation is a holding company and its principal
operating subsidiary is Navistar International Transportation Corp., referred to
as  "Transportation."  As used  hereafter,  "Navistar"  or  "company"  refers to
Navistar International Corporation and its consolidated subsidiaries.

     Navistar  operates in three  principal  industry  segments:  truck,  engine
(collectively  called  "manufacturing  operations") and financial services.  The
company's  truck segment is engaged in the  manufacture  and marketing of medium
and heavy trucks,  including  school  buses.  The  company's  engine  segment is
engaged in the design and  manufacture of mid-range  diesel  engines.  The truck
segment operates  primarily in the United States (U.S.) and Canada as well as in
Mexico,  Brazil and other  selected  export  markets  while the  engine  segment
operates  primarily in the U.S. and Brazil.  Based on assets and  revenues,  the
truck and engine  segments  represent  the  majority of the  company's  business
activities.  The financial  services  operations  consist of Navistar  Financial
Corporation (NFC), its domestic  insurance  subsidiary and the company's foreign
finance and insurance  subsidiaries.  Industry and  geographic  segment data for
1999, 1998 and 1997 is summarized in Note 13 to the Financial Statements,  which
is incorporated herein by reference.

PRODUCTS AND SERVICES

     The following  table  illustrates  the percentage of the company's sales of
products and services by segment based on dollar amount:

                                             YEARS ENDED OCTOBER 31,
                                    -----------------------------------------

PRODUCT CLASS                       1999             1998                1997
-------------                       ----             ----                ----

Class 5, 6 and 7 medium trucks
     and school buses.............   32%              33%                 33%
Class 8 heavy trucks..............   37               38                  35
Truck service parts...............    8                9                  10
                                    ---              ---                ----
       Total truck................   77               80                  78
Engine (including service parts) .   19               17                  18
Financial services................    4                3                   4
                                    ---              ---                ----

     Total........................  100%             100%                100%
                                    ===              ===                ====


     The  truck   segment   manufactures   and   distributes   a  full  line  of
diesel-powered  trucks and school buses in the common carrier,  private carrier,
government/service,   leasing,   construction,   energy/petroleum   and  student
transportation   markets.   The  truck  segment  also  provides  customers  with
proprietary  products needed to support the  International  truck and bus lines,
together with a wide selection of other  standard truck and trailer  aftermarket
parts.  The company  offers  diesel-powered  trucks and school buses  because of
their improved fuel economy,  ease of serviceability and greater durability over
gasoline-powered vehicles.


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     PAGE 4

     The truck and bus manufacturing  operations in the U.S., Canada, Mexico and
Brazil  consist  principally of the assembly of components  manufactured  by its
suppliers, although the company produces its own mid-range diesel truck engines,
sheet metal components (including cabs) and miscellaneous other parts.

     The engine segment designs and  manufactures  diesel engines for use in the
company's  Class 5, 6 and 7 medium trucks and school buses and selected  Class 8
heavy truck models, and for sale to original equipment  manufacturers  (OEMs) in
the  U.S.  and  Mexico.   This  segment  also  sells  engines  for   industrial,
agricultural and marine applications.  In addition,  the engine segment provides
customers with proprietary  products needed to support the International  engine
lines,  together with a wide selection of other standard  engine and aftermarket
parts.   In  February  1999,   Navistar   acquired  a  50%  interest  in  Maxion
International  Motores,  S.A.,  the largest  producer of diesel engines in South
America.  The joint venture  produces the current Maxion products in addition to
the Navistar 7.3 liter (7.3L) V-8 Turbo Diesel  Engine.  Based upon  information
published by R.L. Polk & Company,  diesel-powered  Class 5, 6 and 7 medium truck
and bus shipments  represented  90.4% of all medium shipments for fiscal 1999 in
the U.S. and Canada.

     The  financial  services  segment  provides  retail,  wholesale  and  lease
financing of products sold by the truck segment and  its dealers within the U.S.
as  well as  the  company's  wholesale  accounts  and  selected  retail accounts
receivable.  NFC's insurance  subsidiary provides commercial physical damage and
liability insurance  to  the truck segment's dealers and retail customers and to
the general public through  an  independent insurance agency system. The foreign
finance subsidiaries' primary business is to provide wholesale, retail and lease
financing to the Mexican operations' dealers and retail customers.

THE MEDIUM AND HEAVY TRUCK INDUSTRY

     The  markets  in  which  Navistar  competes  are  subject  to  considerable
volatility  as  they  move  in  response  to  cycles  in  the  overall  business
environment  and are  particularly  sensitive  to the  industrial  sector  which
generates  a  significant  portion of the  freight  tonnage  hauled.  Government
regulation has impacted and will continue to impact trucking  operations and the
efficiency and specifications of equipment.

     The following table shows industry  retail  deliveries in the combined U.S.
and Canadian markets for the five years ended October 31, in thousands of units:

                                           YEARS ENDED OCTOBER 31,
                                  ----------------------------------------

                                  1999     1998     1997     1996     1995
                                  ----     ----     ----     ----     ----

Class 5, 6 and 7 medium trucks   179.5     160.0    150.6   145.8    151.8
  and school buses.............
Class 8 heavy trucks...........  286.0     232.0    196.8   195.4    228.8
                                 -----     -----    -----   -----    -----
     Total.....................  465.5     392.0    347.4   341.2    380.6
                                 =====     =====    =====   =====    =====

     Source:   Monthly   data  derived   from   materials   produced  by  Ward's
Communications in the U.S. and the Canadian Vehicle Manufacturers Association.

     The company's  first full year of  operations in Mexico was 1997.  Industry
retail  deliveries  of Class 5 through 8 trucks and school  buses in the Mexican
market were 23,300 units,  21,800 units and 15,600 units in 1999, 1998 and 1997,
respectively,  based on monthly  data  provided by the  Associacion  Nacional de
Productores de Autobuses, Camiones y Tractocamiones.


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     PAGE 5

     The company's  first full year of  operations in Brazil was 1999.  Industry
retail  deliveries  of Class 5  through 8 trucks in the  Brazilian  market  were
44,300 units in 1999.

     The Class 5 through 8 truck markets in the U.S., Canada,  Mexico and Brazil
are highly competitive. Major U.S. domestic competitors include PACCAR, Ford and
General Motors, as well as foreign-controlled  domestic  manufacturers,  such as
Freightliner  and  Sterling  (DaimlerChrysler),  Mack  (Renault)  and Volvo.  In
addition,  manufacturers  from Japan such as Hino, Isuzu,  Nissan and Mitsubishi
are competing in the U.S. and Canadian  markets.  In Mexico,  the major domestic
competitors are Kenmex (PACCAR) and Mercedes  (DaimlerChrysler).  In Brazil, the
competition is with Mercedes  (DaimlerChrysler),  Volkswagon,  Scania and Volvo.
The  intensity  of this  competition  results  in price  discounting  and margin
pressures throughout the industry. In addition to the influence of price, market
position  is  driven by  product  quality,  engineering,  styling,  utility  and
distribution.

     The company's  truck segment  currently  estimates  $460 million in capital
spending and $190 million in development expense through 2004 for development of
its next generation vehicles.

TRUCK MARKET SHARE

     The company  delivered  119,300 Class 5 through 8 trucks,  including school
buses,  in the U.S. and Canada in fiscal  1999,  a 5% increase  from the 113,900
units  delivered in 1998.  Navistar's 1999 market share of 25.6% in the combined
U.S. and Canadian  Class 5 through 8 truck  market was  constrained  by the fact
that continued  industry demand for heavy and medium trucks  outstripped  system
capacity. The company's market share in 1998 was 29.1%.

     The  company  delivered  4,800 Class 5 through 8 trucks,  including  school
buses, in Mexico in 1999, a 17% increase from the 4,100 units delivered in 1998.
Navistar's  combined  share of the Class 5 through 8 truck  market in Mexico was
20.7% in 1999 and 18.7% in 1998.

     The company delivered 500 trucks in Brazil in 1999. Navistar's share of the
truck market in Brazil was 1.0% in 1999.

MARKETING AND DISTRIBUTION

     Navistar's  truck products are  distributed in virtually all key markets in
the U.S. and Canada.  The company's  truck  distribution  and service network in
these  countries was composed of 927, 945 and 954 dealers and retail  outlets at
October 31,  1999,  1998 and 1997,  respectively.  Included in these totals were
517, 524 and 514 secondary and associate locations at October 31, 1999, 1998 and
1997, respectively.  The company also has a dealer network in Mexico composed of
60, 44 and 38 dealer locations at October 31, 1999, 1998 and 1997, respectively,
and a dealer  network in Brazil  composed of 14 dealer  locations at October 31,
1999, and six dealer locations at October 31, 1998.

     Retail dealer activity is supported by five regional operations in the U.S.
and general  offices in Canada,  Mexico and  Brazil.  The company has a national
account sales group,  responsible for 94 major U.S. national account  customers.
Navistar's  network  of 15 Used  Truck  Centers  in the U.S.  provides  trade-in
support to the company's  dealers and national  accounts group,  and markets all
makes and  models of  reconditioned  used  trucks to  owner-operators  and fleet
buyers.  Trucks,  components  and service  parts are exported for  wholesale and
retail sale to more than 70 countries around the world.

     In  the  U.S.  and  Canada,  the  company  operates  seven  regional  parts
distribution centers,  which allow it to offer 24 hour availability and same day
shipment of the parts most frequently  requested by customers.  The company also
operates parts distribution centers in Mexico and Brazil.


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ENGINE AND FOUNDRY

     Navistar is the leading supplier of mid-range diesel engines in the 160-300
horsepower  range  according  to data  supplied  by Power  Systems  Research  of
Minneapolis, Minnesota.

     Navistar  has  an  agreement  to  supply its 7.3L electronically controlled
diesel engine to Ford  Motor  Company  (Ford)  through  the year 2002 for use in
all of Ford's  diesel-powered  light trucks and vans. Shipments  to Ford account
for approximately  91% of  the  engine  segment's 7.3L  shipments.  Total engine
units shipped reached  374,200 in 1999, a 25% increase over 1998.  This excludes
the 48,200 units shipped by Maxion  International  Motores,  S.A., the company's
50% joint venture in Brazil.  The  company's  shipments  of  engines to all OEMs
totaled  286,500  units  in  1999, an  increase  of  34% from  the 213,700 units
shipped in 1998.  During  1997,  Navistar  entered  into  a  10-year  agreement,
effective with model year 2003,  to supply  Ford with a successor  engine to the
current  7.3L product  for  use  in  its  diesel-powered  super duty  trucks and
vans (over 8,500 lbs. GVW).  In March 1998,  the company was selected by Ford to
negotiate  an extended  agreement to  supply  diesel  engines for certain  under
8,500 lbs. GVW light duty trucks and  sport utility  vehicles, such  as the Ford
Expedition, F-150 and F-250 pick-ups and  Econoline 150  and  250 van models. To
support  this  program the  company  has   announced  plans  to  open an  engine
assembly  operation  in Huntsville, Alabama.

     The company has approved a plan for up to $500 million in capital  spending
over the next four years in order to  manufacture a next  generation  version of
diesel engines.  In addition,  approximately $120 million of development expense
was approved for the development of these engines. Included in these amounts are
the company's planned investment in Huntsville, Alabama.

FINANCIAL SERVICES

     NFC is a financial services  organization that provides  wholesale,  retail
and lease  financing  of new and used trucks sold by the company and its dealers
in the U.S. NFC also  finances  the  company's  wholesale  accounts and selected
retail accounts receivable.  Sales of new products (including trailers) of other
manufacturers  are also financed  regardless of whether  designed or customarily
sold for use with the  company's  truck  products.  During  1999 and  1998,  NFC
provided  wholesale  financing for 96% and 95%,  respectively,  of the new truck
units sold by the  company to its  dealers  and  distributors  in the U.S.,  and
retail and lease  financing for 16% of all new truck units sold or leased by the
company to retail customers in both 1999 and 1998.

     NFC's wholly owned domestic insurance subsidiary,  Harco National Insurance
Company, provides commercial physical damage and liability insurance coverage to
the company's  dealers and retail customers and to the general public through an
independent insurance agency system.

     Navistar's  wholly owned  subsidiaries,  Arrendadora  Financiera  Navistar,
Servicios  Financieros  Navistar  and  Navistar  Comercial,  provide  wholesale,
retail and lease  financing  to the truck  segment's  dealers and  customers  in
Mexico.

     Harbour Assurance Company of Bermuda Limited,  a wholly owned subsidiary of
the  company,  offers a variety of programs to the  company,  including  general
liability  insurance,  ocean cargo  coverage  for  shipments to and from foreign
distributors and reinsurance coverage for various company policies.

IMPORTANT SUPPORTING OPERATIONS

     Navistar   International   Corporation  Canada  has  an  agreement  with  a
subsidiary of General  Electric  Capital Canada,  Inc. to provide  financing for
Canadian dealers and customers.


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     PAGE 7

RESEARCH AND DEVELOPMENT

     Research  and  development  activities,   which  are  directed  toward  the
introduction of new products and improvements of existing products and processes
used in their  manufacture,  totaled $207 million,  $138 million and $85 million
for 1999, 1998 and 1997, respectively.

BACKLOG

     The backlog of unfilled truck orders  (subject to cancellation or return in
certain events) at October 31, 1999,  1998 and 1997, was $3,352 million,  $4,505
million and $2,360 million, respectively.

     Although the backlog of unfilled orders is one of many indicators of market
demand,  other factors such as changes in production rates,  available capacity,
new  product   introductions   and   competitive   pricing  actions  may  affect
point-in-time comparisons.

EMPLOYEES

     The company employed 18,600,  17,600 and 16,200  individuals at October 31,
1999, 1998 and 1997, respectively, worldwide.

LABOR RELATIONS

     At October 31, 1999,  the United  Automobile,  Aerospace  and  Agricultural
Implement  Workers of America (UAW)  represented  9,100 of the company's  active
employees in the U.S., and the National Automobile,  Aerospace, and Agricultural
Implement  Workers of Canada (CAW)  represented  2,100 of the  company's  active
employees  in Canada.  Other  unions  represented  800 of the  company's  active
employees in the U.S. and 800 of the company's active  employees in Mexico.  The
company's master contract with the UAW expires on October 1, 2002. In June 1999,
a new collective  bargaining  agreement was ratified by the CAW which expires on
June 1, 2002. The contract  allows the company to improve  productivity  through
better use of work assignments and manpower utilization.

PATENTS AND TRADEMARKS

     Navistar  continuously  obtains  patents  on  its  inventions  and  owns  a
significant  patent  portfolio.  Additionally,  many  of  the  components  which
Navistar  purchases  for its products are protected by patents that are owned or
controlled  by  the  component   manufacturer.   Navistar  has  licenses   under
third-party  patents  relating to its products and their  manufacture and grants
licenses under its patents.  The monetary royalties paid or received under these
licenses  are not  significant.  No  particular  patent or group of  patents  is
considered by the company to be essential to its business as a whole.

     Navistar's  primary trademarks are an important part of its worldwide sales
and marketing  efforts and provide  instant  identification  of its products and
services in the marketplace.  To support these efforts,  Navistar maintains,  or
has pending, registrations of its primary trademarks in those countries in which
it does business or expects to do business.


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     PAGE 8

RAW MATERIALS AND ENERGY SUPPLIES

     The company  purchases raw materials,  parts and  components  from numerous
outside  suppliers,  but relies upon some suppliers for a substantial  number of
components  for its truck and  engine  products.  A  majority  of the  company's
requirements   for  raw  materials  and  supplies  is  filled  by  single-source
suppliers.

     The impact of an interruption in supply will vary by commodity.  Some parts
are generic to the industry while others are of a proprietary  design  requiring
unique  tooling  which would  require time to recreate.  However,  the company's
exposure to a disruption  in production  as a result of an  interruption  of raw
materials  and supplies is no greater than the industry as a whole.  In order to
remedy  any  losses  resulting  from an  interruption  in  supply,  the  company
maintains contingent business interruption  insurance for storms, fire and water
damage.

     While the company  believes  that it has adequate  assurances  of continued
supply,  the inability of a supplier to deliver could have an adverse  effect on
production at certain of the company's  manufacturing  locations.  The company's
exposure in Mexico and Brazil to an interruption in local supply could result in
an inability to meet local content requirements.

     Strong demand for International  trucks coupled with record industry demand
continues to outpace  Navistar's  near term  capacity as well as the capacity of
some key  suppliers.  Process  improvements  and capacity  expansions  are being
implemented  to enhance the company's  ability to meet  customer  demand for its
products.

     Navistar is currently  meeting demand for International  engines,  for both
International  truck and OEMs. There are currently no engine component  supplier
capacity  issues.  The expansion of engine capacity in Brazil and in Huntsville,
Alabama will enable Navistar to meet any future  external  customer needs in the
light truck diesel market for the foreseeable future.


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     PAGE 9

IMPACT OF GOVERNMENT REGULATION

     Truck  and  engine  manufacturers   continue  to  face  heavy  governmental
regulation of their products, especially in the areas of environment and safety.
The company believes its products comply with all applicable  environmental  and
safety regulations.

     As a  diesel  engine  manufacturer,  the  company  has  incurred  research,
development  and tooling costs to design its engine product lines to meet United
States  Environmental  Protection Agency (U.S. EPA) and California Air Resources
Board (CARB) emission standards that will come into effect after the turn of the
century.  The company  intends to provide  engines that satisfy CARB's  emission
standards  effective in 2002 for engines  used in vehicles  from 8,501 to 14,000
lbs. GVW, as well as heavy-duty engines that comply with more stringent CARB and
U.S.  EPA  emission  standards,  promulgated  in 1997,  for 2004 and later model
years.  At the  same  time,  Navistar  expects  to be able  to  meet  all of the
obligations  it agreed to in the Consent  Decree signed in October 1998 with the
U.S. EPA and in a  Settlement  Agreement  with CARB  concerning  alleged  excess
emissions of nitrogen oxides.

      Rulemaking  is currently  underway for  emission  standards  for light and
heavy-duty  engines  for  2004 and  later  model  years.  Navistar  is  actively
participating in these rulemakings to ensure that its products can comply.

      In November 1999, CARB  promulgated new emission  standards for light-duty
diesel engines which cover  Navistar's new V-6 diesel  engines.  On the basis of
available  technology,  compliance with the 2007 standards is dependent upon the
availability of low sulfur diesel fuel. Navistar believes that CARB has exceeded
its statutory authority in promulgating these emission standards and in November
1999  filed  suit to  overturn  them.  Even if the  emission  standards  are not
overturned,  Navistar  does not believe they will have a material  effect on the
company's financial condition or operating results.

     Canadian and Mexican  heavy-duty  engine emission  regulations  essentially
mirror those of the U.S. EPA, except that compliance in Mexico is conditioned on
availability  of  low-sulfur  diesel fuel.  The  company's  engines  comply with
Canadian and Mexican emission regulations, as well as those of Brazil.

     Truck  manufacturers are also subject to various noise standards imposed by
federal,  state and local  regulations.  The engine is one of a truck's  primary
noise sources,  and the company,  therefore,  works closely with OEMs to develop
strategies to reduce  engine noise.  The company is also subject to the National
Traffic and Motor  Vehicle  Safety Act (Safety  Act) and Federal  Motor  Vehicle
Safety Standards (Safety Standards)  promulgated by the National Highway Traffic
Safety Administration.  The company believes it is in compliance with the Safety
Act and the Safety Standards.

     Expenditures to comply with various  environmental  regulations relating to
the control of air,  water and land  pollution at production  facilities  and to
control  noise levels and emissions  from the  company's  products have not been
material except for two sites formerly owned by the company:  Wisconsin Steel in
Chicago,  Illinois,  and Solar Turbine in San Diego,  California.  In 1994,  the
company  recorded  a $20  million  after-tax  charge  as a loss of  discontinued
operations for environmental liabilities and cleanup cost at these two sites. It
is not expected  that the costs of  compliance  with  foreseeable  environmental
requirements will have a material effect on the company's financial condition or
operating results.


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     PAGE 10

ITEM 2.  PROPERTIES

     In North  America,  the  company  owns and  operates 10  manufacturing  and
assembly operations which contain  approximately 10 million square feet of floor
space. Of these 10 facilities,  six plants  manufacture and assemble trucks, and
four plants are used by the company's  engine segment,  of which two manufacture
diesel engines and two produce grey iron castings. In addition, the company owns
or leases other significant  properties in the U.S. and Canada including vehicle
and parts distribution centers, sales offices and two engineering centers, which
serve the company's truck and engine  segments,  and its  headquarters  which is
located in Chicago.  The company's truck assembly  facility located in Escobedo,
Mexico is  encumbered  by a lien in favor of certain  lenders of the  company as
collateral for a $125 million revolving loan agreement.

     The truck segment's principal research and engineering  facility is located
in Fort Wayne,  Indiana, and the engine segment's facility is located in Melrose
Park,  Illinois.  In  addition,  certain  research is  conducted  at each of the
company's manufacturing plants.

     All of the  company's  plants are being  utilized and have been  adequately
maintained,  are in good  operating  condition  and are suitable for its current
needs through  productive  utilization of the  facilities.  In 1999, the company
announced plans for a  new plant in  Huntsville, Alabama, to  produce  new  high
technology diesel engines.  These  facilities,  together  with  planned  capital
expenditures,  are  expected to meet the  company's  manufacturing  needs in the
foreseeable future.

     A  majority  of  the  activity  of the  financial  services  operations  is
conducted  from its  leased  headquarters  in  Rolling  Meadows,  Illinois.  The
financial  services  operations also lease 6 other office  locations in the U.S.
and one in Mexico.

ITEM 3.  LEGAL PROCEEDINGS

     The company and its  subsidiaries  are subject to various claims arising in
the ordinary  course of business,  and are parties to various legal  proceedings
which constitute  ordinary routine litigation  incidental to the business of the
company and its subsidiaries.  In the opinion of the company's management,  none
of these  proceedings  or claims are material to the  business or the  financial
condition of the company.


<PAGE>

     PAGE 11

EXECUTIVE OFFICERS OF THE REGISTRANT

     The  following  selected  information  for  each of the  company's  current
executive officers was prepared as of December 15, 1999.

                                           OFFICERS AND POSITIONS WITH
    NAME                  AGE             NAVISTAR AND OTHER INFORMATION
-------------             ---             ------------------------------

John R. Horne..........    61    Chairman, President and Chief Executive
                                   Officer since 1996 and a Director since 1990.
                                   Mr. Horne also is Chairman, President and
                                   Chief Executive Officer of Transportation
                                   since 1995 and a Director since 1987.
                                   Prior to this, Mr. Horne served as President
                                   and Chief Executive Officer, 1995-1996,
                                   President and Chief Operating Officer,
                                   1990-1995.

Robert C. Lannert......    59    Executive Vice President and Chief Financial
                                   Officer and a Director since 1990.
                                   Mr. Lannert also is Executive Vice President
                                   and Chief Financial Officer of Transportation
                                   since 1990 and a Director since 1987.

Robert A. Boardman.....    52    Senior Vice President and General Counsel
                                   since 1990.   Mr. Boardman also is Senior
                                   Vice President and General Counsel of
                                   Transportation since 1990.

Thomas M. Hough.......     54    Vice President and Treasurer since 1992.
                                   Mr. Hough also is Vice President and
                                   Treasurer of Transportation since 1992.

Mark T. Schwetschenau.     43    Vice President and  Controller  since  1998.
                                   Mr.  Schwetschenau also is Vice President
                                   and Controller of Transportation since 1998.
                                   Prior to this, Mr. Schwetschenau served as
                                   Vice President, Finance, Quaker Foods
                                   Division, the Quaker Oats Company, 1995-1997,
                                   and Director, Finance, Convenience Foods
                                   Division, the Quaker Oats Company, 1993-1995.

Steven K. Covey.......     48    Corporate Secretary since 1990.  Mr. Covey
                                   also is Associate General Counsel of
                                   Transportation since 1992.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable


<PAGE>

     PAGE 12

                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY
         AND RELATED STOCKHOLDER MATTERS

     Navistar  International  Corporation common stock is listed on the New York
Stock  Exchange,  the Chicago Stock Exchange and the Pacific  Exchange under the
abbreviated stock symbol "NAV." Information  regarding high and low market price
per share of common stock for each quarter of 1999 and 1998 is  incorporated  by
reference from the 1999 Annual Report to Shareowners,  page 48, filed as Exhibit
13 to this Form 10-K. There were approximately  51,300 owners of common stock at
October 31, 1999.

      Holders of common  stock are  entitled  to receive  dividends  when and as
declared by the board of  directors  out of funds  legally  available  therefor,
provided  that,  so long as any  shares  of the  company's  preferred  stock and
preference stock are outstanding,  no dividends (other than dividends payable in
common  stock) or other  distributions  (including  purchases)  may be made with
respect to the common stock  unless full  cumulative  dividends,  if any, on the
shares of preferred stock and preference stock have been paid. Under the General
Corporation  Law of the  State of  Delaware,  dividends  may only be paid out of
surplus or out of net  profits  for the  fiscal  year in which the  dividend  is
declared or the  preceding  fiscal  year,  and no dividend may be paid on common
stock at any time during  which the capital of  outstanding  preferred  stock or
preference stock exceeds the net assets of the company.

       The company has not paid  dividends on the common  stock since 1980.  The
company  does  not  expect  to pay cash  dividends  on the  common  stock in the
foreseeable  future, and is subject to restrictions under the indentures for the
$100  million  7%  Senior  Notes  and the $250  million  8% Senior  Subordinated
Notes on the amount of cash  dividends  the company may pay  and  is  subject to
certain debt to equity ratios under  the $125  million  Mexican  credit facility
which may indirectly limit its ability to pay dividends.

ITEMS 6, 7, 7A AND 8

     The information  required by Items 6-8 is incorporated  herein by reference
from the 1999  Annual  Report to  Shareowners,  filed as Exhibit 13 to this Form
10-K as follows:
                                                                     1999
                                                                    Annual
                                                                    Report
                                                                     Page
                                                                     ----

ITEM 6.  SELECTED FINANCIAL DATA.......................               51

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS
           OF RESULTS OF OPERATIONS
           AND FINANCIAL CONDITION.....................                2

ITEM 7A. QUANTITATIVE AND QUALITATIVE
           DISCLOSURES ABOUT MARKET RISK...............                7

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...               14


     With the exception of the  aforementioned  information (Part II; Items 5-8)
and the  information  specified  under Items 1 and 14 of this  report,  the 1999
Annual Report to  Shareowners  is not to be deemed filed as part of this report.

           ----------------------------------------------------------


<PAGE>

     PAGE 13

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE

         None
                                    PART III

ITEMS    10, 11 , 12 AND 13

     Information  required  by  Items  10,  11,  12  and  13  of  this  Form  is
incorporated herein by reference from Navistar's  definitive Proxy Statement for
the February 22, 2000 Annual Meeting of Shareowners.

                                     PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     Information  required  by Part IV (Item  14) of this  form is  incorporated
herein by reference from Navistar International Corporation's 1999 Annual Report
to Shareowners, filed as Exhibit 13 to this Form 10-K as follows:

                                                                     1999
                                                                    Annual
                                                                    Report
                                                                     Page
                                                                     ----
Financial Statements
--------------------

Independent Auditors' Report...........................               13
Statement of Income
   for the years ended October 31, 1999, 1998 and 1997.               14
Statement of  Comprehensive Income
   for the years ended October 31, 1999, 1998 and 1997.               14
Statement of Financial Condition
   as of October 31, 1999 and 1998....................                15
Statement of Cash Flow
   for the years ended October 31, 1999, 1998 and 1997.               16
Notes to Financial Statements..........................               17

                                                                     Form
                                                                     10-K
                                                                     Page
                                                                     ----
Schedule
--------

  II   Valuation and Qualifying
         Accounts and Reserves.......................                F-1

    All other  schedules  are omitted  because of the absence of the  conditions
under which they are required or because  information called for is shown in the
financial statements and notes thereto in the 1999 Annual Report to Shareowners.

    Finance and Insurance Subsidiaries:

    The financial  statements of Navistar  Financial  Corporation  for the years
ended  October 31, 1999,  1998 and 1997  appearing on pages 13 through 45 in the
Annual  Report on Form 10-K for Navistar  Financial  Corporation  for the fiscal
year ended October 31, 1999,  Commission  File No.  1-4146-1,  are  incorporated
herein by reference and filed as Exhibit 28 to this Form 10-K.


<PAGE>

     PAGE 14
                                                              Form 10-K Page
                                                              --------------

Exhibits, Including Those Incorporated by Reference
----------------------------------------------------

  (3)  Articles of Incorporation and By-Laws........               E-1
  (4)  Instruments Defining the Rights of
         Security Holders, Including Indentures.....               E-2
 (10)  Material Contracts...........................               E-5
 (13)  Navistar International Corporation
         1999 Annual Report to Shareowners
         (only those portions incorporated
         herein by reference).......................                *
 (21)  Subsidiaries of the Registrant...............               E-11
 (23)  Independent Auditors' Consent................                18
 (24)  Power of Attorney............................                16
 (27)  Financial Data Schedule......................                *
 (28)  Navistar Financial Corporation
         Annual Report on Form 10-K for the
         fiscal year ended October 31, 1999.........                *

*Filed only electronically with the Securities and Exchange Commission.

     All exhibits other than those  indicated  above are omitted  because of the
absence  of the  conditions  under  which  they  are  required  or  because  the
information called for is shown in the financial statements and notes thereto in
the 1999 Annual Report to Shareowners.

     Exhibits, other than those incorporated by reference, have been included in
copies  of this  report  filed  with the  Securities  and  Exchange  Commission.
Shareowners  of the company will be provided with copies of these  exhibits upon
written  request to the  Corporate  Secretary at the address  given on the cover
page of this Form 10-K.

Reports on Form 8-K
-------------------

     No reports on Form 8-K were filed for the three  months  ended  October 31,
1999.


<PAGE>

     PAGE 15

SIGNATURE

                       NAVISTAR INTERNATIONAL CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

                              --------------------


                                    SIGNATURE


     Pursuant  to the  requirements  of Section  13 and 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.



NAVISTAR INTERNATIONAL CORPORATION
----------------------------------
           (Registrant)



/s/  Mark T. Schwetschenau
----------------------------------
     Mark T. Schwetschenau                                    December 22, 1999
     Vice President and Controller
     (Principal Accounting Officer)


<PAGE>

     PAGE 16
                                                                      EXHIBIT 24
SIGNATURE

                       NAVISTAR INTERNATIONAL CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

                              --------------------

                                POWER OF ATTORNEY


     Each person whose signature appears below does hereby make,  constitute and
appoint John R. Horne,  Robert C. Lannert and Mark T.  Schwetschenau and each of
them  acting  individually,  true and lawful  attorneys-in-fact  and agents with
power to act without the other and with full power of substitution,  to execute,
deliver and file, for and on such person's behalf, and in such person's name and
capacity or capacities as stated below, any amendment,  exhibit or supplement to
the Form 10-K Report making such changes in the report as such  attorney-in-fact
deems appropriate.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated:

        Signature                         Title                      Date
--------------------------   --------------------------------  -----------------


/s/  John R. Horne
--------------------------
     John R. Horne           Chairman of the Board,            December 22, 1999
                               President and
                               Chief Executive Officer,
                               and Director
                               (Principal Executive Officer)


/s/  Robert C. Lannert
--------------------------
     Robert C. Lannert       Executive Vice President          December 22, 1999
                               and Chief Financial Officer
                               and Director
                               (Principal Financial Officer)


/s/  Mark T. Schwetschenau
--------------------------
     Mark T. Schwetschenau   Vice President and Controller     December 22, 1999
                               (Principal Accounting
                                Officer)


/s/  William F. Andrews
--------------------------
     William F. Andrews      Director                          December 22, 1999


<PAGE>

     PAGE 17
                                                          EXHIBIT 24 (CONTINUED)
SIGNATURE

                       NAVISTAR INTERNATIONAL CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

                                 ---------------


                             SIGNATURES (Continued)

/s/  Y. Marc Belton
-------------------------
     Y. Marc Belton          Director                         December 22, 1999


/s/  John D. Correnti
-------------------------
     John D. Correnti        Director                         December 22, 1999


/s/  Jerry E. Dempsey
-------------------------
     Jerry E. Dempsey        Director                         December 22, 1999


/s/  Dr. Abbie J. Griffin
-------------------------
     Dr. Abbie J. Griffin    Director                         December 22, 1999


/s/  Michael N. Hammes
-------------------------
     Michael N. Hammes       Director                         December 22, 1999


/s/  Allen J. Krowe
-------------------------
     Allen J. Krowe          Director                         December 22, 1999


/s/  William F. Patient
-------------------------
     William F. Patient      Director                         December 22, 1999


<PAGE>

     PAGE 18

SIGNATURE
                       NAVISTAR INTERNATIONAL CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

                                 ---------------


                          INDEPENDENT AUDITORS' REPORT



Navistar International Corporation:

     We  have  audited  the   Statement  of  Financial   Condition  of  Navistar
International  Corporation and Consolidated  Subsidiaries as of October 31, 1999
and 1998, and the related  Statements of Income,  Comprehensive  Income,  and of
Cash Flow for each of the three years in the period ended October 31, 1999,  and
have issued our report  thereon  dated  December  13,  1999;  such  consolidated
financial  statements  and report are  included  in your 1999  Annual  Report to
Shareowners and are incorporated  herein by reference.  Our audits also included
the  financial  statement  schedule of Navistar  International  Corporation  and
Consolidated Subsidiaries,  listed in Item 14. This financial statement schedule
is the  responsibility  of the company's  management.  Our  responsibility is to
express an opinion based on our audits. In our opinion, such financial statement
schedule,  when  considered  in  relation  to the basic  consolidated  financial
statements  taken as a whole,  presents  fairly  in all  material  respects  the
information set forth therein.


Deloitte & Touche LLP
December 13, 1999
Chicago, Illinois

                                 ---------------

                                                                      EXHIBIT 23

                          INDEPENDENT AUDITORS' CONSENT



Navistar International Corporation:

     We  consent  to  the   incorporation   by  reference  in  the  Registration
Statements,  including post-effective amendments, No. 2-70979, No. 33-26847, No.
333-25783,  No.  333-29735,  No.  333-29739,  No. 333-29301 and No. 333-77781 of
Navistar  International  Corporation,  all on Form  S-8,  of our  reports  dated
December 13, 1999, relating to the financial  statements and financial statement
schedule of Navistar  International  Corporation and of the financial statements
of Navistar  Financial  Corporation,  appearing and incorporated by reference in
this Annual Report on Form 10-K of Navistar  International  Corporation  for the
year ended October 31, 1999.


Deloitte & Touche LLP
December 22, 1999
Chicago, Illinois


<PAGE>

     PAGE 1
<TABLE>
<CAPTION>
                                                                                                                       SCHEDULE II

                       NAVISTAR INTERNATIONAL CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                                   ==========
                 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
               FOR THE YEARS ENDED OCTOBER 31, 1999, 1998 AND 1997
                              (MILLIONS OF DOLLARS)


                 COLUMN A                COLUMN B         COLUMN C                            COLUMN D                 COLUMN E
                 --------                --------         --------                            --------                 --------


               DESCRIPTION                                                                 DEDUCTIONS FROM
                                                                                               RESERVES

                                        BALANCE AT       ADDITIONS
    DESCRIPTION       DEDUCTED         BEGINNING OF      CHARGED TO                                                 BALANCE AT END
    OF RESERVES         FROM              YEAR             INCOME             DESCRIPTION             AMOUNT           OF YEAR
    -----------       --------        ------------       ----------           -----------             ------        --------------

<S>                 <S>                 <C>              <C>              <S>                          <C>            <C>
Reserves deducted
   from assets to
   which they
   apply:

        1999
                                                                          Uncollectible notes
                                                                             and accounts
Allowance for       Notes and                                                written off and
   losses on          accounts                                               reserve adjustment,
   receivables.....   receivable.....   $    33            $     4           less recoveries....       $     1        $    36

        1998
                                                                          Uncollectible notes
                                                                            and accounts
Allowance for       Notes and                                               written off and
   losses on          accounts                                              reserve adjustment,
   receivables.....   receivable.....   $    31            $     3          less recoveries....        $     1        $    33

        1997
                                                                          Uncollectible notes
                                                                            and accounts
Allowance for       Notes and                                               written off and
   losses on           accounts                                             reserve adjustment,
   receivables.....    receivable.....  $    31            $    14          less recoveries....        $    14        $    31


                                                                 F-1
</TABLE>