SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



        Date of Report (date of earliest event reported): April 20, 1999



                       Navistar International Corporation
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



          Delaware                      1-9618                  36-3359573
----------------------------   ------------------------    -------------------
(State or other jurisdiction   (Commission File Number)      (IRS Employer
 of incorporation)                                         Identification No.)



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




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


                     The Exhibit Index is located on page 7.


<PAGE>


Item 5.           Other Events.

                  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


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<PAGE>


of Common  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 4.1, which is hereby  incorporated in this Current Report on
Form 8-K by reference.

                   On  April 20, 1999,   the  Company  issued  a  press  release
relating,  among other things, to the adoption of the Rights Agreement.   A copy
of the press release is filed  herewith  as  Exhibit 99.1  and is  incorporated
herein by reference.


                                      - 4 -


<PAGE>


Item 7.  Financial Statements and Exhibits.

                  (a)      Not Applicable

                  (b)      Not Applicable

                  (c)      Exhibits

                           4.1      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.  (Incorporated by reference to
                                    the Company's Registration Statement on Form
                                    8-A,  filed with the Commission on April 20,
                                    1999.)

                           99.1     Press Release dated April 20, 1999 issued by
                                    the Company.


                                     - 5 -


<PAGE>


                                    SIGNATURE

                  Pursuant to the requirements of the Securities Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


                                    NAVISTAR INTERNATIONAL CORPORATION



Dated:         April 20, 1999       By: /s/ Robert C. Lannert
                                        ----------------------------------
                                            Robert C. Lannert
                                            Executive Vice President
                                               and Chief Financial Officer
                                            (Principal Financial Officer)


                                     - 6 -


<PAGE>


                                  EXHIBIT INDEX

   Exhibit No.                              Description

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

        4.1           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*.


        99.1          Press Release dated April 20, 1999 issued by the Company.






--------------
*   Incorporated   by   reference   to   the   Company's Registration  Statement
    on  Form  8-A,  filed  with  the Commission on April 20, 1999.


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