<PAGE 1>

                                                             EXHIBIT 10


                     NAVISTAR INTERNATIONAL CORPORATION
                         AND CONSOLIDATED SUBSIDIARIES
                      ---------------------------------
                              MATERIAL CONTRACTS


     The following documents of Navistar International Corporation and its
affiliate Navistar Financial Corporation are incorporated herein by
reference.

     10.1  Navistar International Corporation 1975 Stock Option Plan.
           Filed as Exhibit A to Registration No. 2-55544.

     10.2  Navistar International Corporation 1984 Stock Option Plan.
           Filed as Exhibit A to Proxy Statement dated February 6, 1984.
           Commission File No. 1-5236.

     10.3  Navistar 1988 Non-Employee Director Stock Option Plan.
           Filed as Exhibit B to Proxy Statement dated January 25, 1988.
           Commission File No. 1-9618.

     10.4  Pooling and Servicing Agreement dated as of December 1, 1990,
           between Navistar Financial Corporation as Servicer, Navistar
           Financial Securities Corporation as Purchaser, with respect to
           Dealer Note Trust 1990.  Filed on Registration No. 33-36767.

     10.5  Form of Executive Severance Agreement which is executed with
           all executive officers dated September 14, 1992.
           Commission File No. 1-9618.

     10.6  Security, Pledge and Trust Agreement between Navistar Financial
           Corporation and Bankers Trust Company, Trustee, dated as of
           April 26, 1993.  Filed on Form 8-K dated April 30, 1993.
           Commission File No. 1-4146-1.

     10.7  Amended and Restated Purchase Agreement among Truck Retail
           Instalment Paper Corp., as Seller, Navistar Financial
           Corporation, certain purchasers, Chemical Bank and Bank of
           America, Illinois formerly known as Continental Bank N.A.
           as Co-Agents, and J. P. Morgan Delaware as Administrative
           Agent, dated as of April 26, 1993.  Filed on Form 8-K dated
           April 30, 1993.  Commission File No. 1-4146-1.

     10.8  Indenture dated as of November 10, 1993 between Navistar
           Financial 1993-A Owner Trust and The Bank of New York,
           as Indenture Trustee, with respect to Navistar Financial 1993-A
           Owner Trust.  Filed on Registration No. 33-50291.

     10.9  Navistar 1994 Performance Incentive Plan.  Filed as Appendix
           to Proxy Statement dated January 27, 1994.
           Commission File No. 1-9618.

     10.10  Indenture dated as of May 3, 1994 between Navistar Financial
            1994-A Owner Trust and The Bank of New York, as Indenture
            Trustee, with respect to Navistar Financial 1994-A Owner
            Trust.  Filed on Registration No. 33-50291.










                                     E-3
<PAGE>
         <PAGE 2>

                                                EXHIBIT 10 (CONTINUED)


                     NAVISTAR INTERNATIONAL CORPORATION
                       AND CONSOLIDATED  SUBSIDIARIES
                     ---------------------------------
                            MATERIAL CONTRACTS


     10.11  Indenture dated as of August 3, 1994 between Navistar
            Financial 1994-B Owner Trust and The Bank of New York,
            as Indenture Trustee, with respect to Navistar Financial
            1994-B Owner Trust.  Filed on Registration No. 33-50291.

     10.12  Amended and Restated Credit Agreement dated as of November 4,
            1994 among Navistar Financial Corporation, certain banks,
            certain Co-Arranger banks, and Morgan Guaranty Trust Company
            of New York, as Administrative Agent.  Filed on Form 8-K dated
            November 4, 1994.  Commission File No. 1-4146-1.

     10.13  Liquidity Agreement dated as of November 7, 1994 among NFC
            Asset Trust, as Borrower, Chemical Bank, Bank of America
            Illinois, The Bank of Nova Scotia, and Morgan Guaranty Trust
            Company of New York, as Co-Arrangers, and Chemical Bank,
            as Administrative Agent.  Filed on Form 8-K dated November 4,
            1994.  Commission File No. 1-4146-1.

     10.14  Indenture dated as of December 15, 1994 between Navistar
            Financial 1994-C Owner Trust and the Bank of New York,
            as Indenture Trustee, with respect to Navistar Financial
            1994-C Owner Trust.  Filed on Registration No. 33-55865.

     10.15  Indenture dated as of May 25, 1995 between Navistar
            Financial 1995-A Owner Trust and The Bank of New York,
            as Indenture Trustee, with respect to Navistar Financial
            1995-A Owner Trust.  Filed on Registration No. 33-55865. 

     10.16  Indenture dated as of November 1, 1995 between Navistar
            Financial 1995-B Owner Trust and The Bank of New York,
            as Indenture Trustee, with respect to Navistar Financial
            1995-B Owner Trust.  Filed on Registration No. 33-55865. 

     10.17  Amendment No. 2 dated as of March 29, 1996, to the Amended
            and Restated Credit Agreement dated as of November 4, 1994,
            as amended by Amendment No. 1 dated as of December 15, 1995,
            among Navistar Financial, certain banks, certain Co-Arranger
            banks, and Morgan Guaranty Trust Company of New York, as
            Administrative Agent filed on Form 8-K dated June 5, 1996.
            Commission File No. 1-4146-1.

     10.18  Indenture dated as of November 6, 1996, between Navistar
            Financial 1995-B Owner Trust and The Bank of New York,
            as Indenture Trustee, with respect to Navistar Financial
            1996-A Owner Trust.  Filed on Registration No. 33-55865.

     10.19  Indenture dated as of November 6, 1996, between Navistar
            Financial 1995-B Owner Trust and The Bank of New York,
            as Indenture Trustee, with respect to Navistar Financial
            1996-B Owner Trust.  Filed on Registration No. 33-55865.










                                     E-4