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         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  $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).

                                       E-2

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         PAGE 2
                                                                       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.

     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.
=====


      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-3