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                                                                     Exhibit 3.3
                                                                     -----------

               CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
                OF JUNIOR PARTICIPATING PREFERRED STOCK, SERIES A
                                       OF
                       NAVISTAR INTERNATIONAL CORPORATION

                 Pursuant to Section 151 of the Corporation Law
                            of the State of Delaware


     I,  Steven  K.  Covey,   Corporate  Secretary  of  Navistar   International
Corporation,  a corporation organized and existing under the General Corporation
Law of the State of Delaware,  in accordance  with the provisions of Section 151
thereof, DOES HEREBY CERTIFY:

     That pursuant to the authority conferred upon the Board of Directors by the
Certificate of Incorporation of the Corporation, the Board of Directors on April
20, 1999, adopted the following  resolution  creating a series of 200,000 shares
of Preferred Stock designated as Junior Participating Preferred Stock, Series A:

     RESOLVED,  that, pursuant to the authority vested in the Board of Directors
by PART I of ARTICLE FOURTH of the Restated Certificate of Incorporation and out
of the Preferred Stock authorized  therein,  the Board hereby  authorizes that a
series of Preferred  Stock of the  Corporation be, and it hereby is, created and
approved for issuance in accordance with the Rights  Agreement dated as of April
20, 1999 between the Corporation and Harris Trust and Savings Bank, and that the
designation and amount thereof and the voting powers,  preferences and relative,
participating,  optional and other special  rights of the shares of such series,
and the qualifications,  limitations or restrictions thereof be, and hereby are,
as follows:

  Section 1. Designation and Amount.
             ----------------------
The shares of such series shall be designated as "Junior Participating Preferred
Stock,  Series A" (the  "Series A  Preferred  Stock")  and the  number of shares
constituting  such  series  shall be  200,000.  Such  number  of  shares  may be
increased or decreased by resolution of the Board of Directors;  provided,  that
no decrease  shall reduce the number of shares of Series A Preferred  Stock to a
number less than the number of shares then outstanding plus the number of shares
reserved  for  issuance  upon the  exercise of  outstanding  options,  rights or
warrants or upon the  conversion  of any  outstanding  securities  issued by the
Corporation convertible into Series A Preferred Stock.


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  Section 2. Dividends and  Distributions.
             ----------------------------
     (a) Subject to the prior and  superior  rights of the holders of any shares
  of any series of Preferred  Stock  ranking prior and superior to the shares of
  Series A Preferred  Stock with respect to dividends,  the holders of shares of
  Series A Preferred  Stock, in preference to the holders of Common Stock and of
  any other junior stock, shall be entitled to receive, when, as and if declared
  by the Board of Directors  out of funds  legally  available  for the  purpose,
  quarterly dividends payable  in  cash on the  fifteenth  day of  March,  June,
  September and December in each year (each such date being  referred  to herein
  as a "Quarterly Dividend Payment  Date"),  commencing  on  the first Quarterly
  Dividend Payment  Date  after the first  issuance of a share or  fraction of a
  share of Series A  Preferred  Stock,  in  an  amount per share (rounded to the
  nearest cent) equal to the  greater of (a)  $25.00 or(b) the Adjustment Number
  (as defined below) times the aggregate per share amount of all cash dividends,
  and the  Adjustment  Number  times  the aggregate per share amount (payable in
  kind) of all non-cash  dividends  or other distributions other than a dividend
  payable in shares of Common Stock or a subdivision  of the outstanding  shares
  of Common Stock (by reclassification or otherwise),  declared  on  the  Common
  Stock since  the immediately  preceding  Quarterly  Dividend  Payment Date or,
  with respect to the first Quarterly  Dividend  Payment Date, since  the  first
  issuance of any share or fraction of a share of Series A Preferred Stock.  The
  "Adjustment  Number" shall initially be 1000. In  the  event  the  Corporation
  shall at any time after May 3, 2009 (i) declare or pay any  dividend on Common
  Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common
  Stock into a greater number of shares or (iii) combine the outstanding  Common
  Stock into a smaller  number of shares, then in each such  case the Adjustment
  Number in  effect  immediately  prior  to  such  event  shall be  adjusted  by
  multiplying  such  Adjustment  Number by a fraction,  the  numerator  of which
  is the  number of  shares  of  Common Stock outstanding immediately after such
  event and the  denominator  of which is the number of shares of  Common  Stock
  that were outstanding immediately prior to such event.

     (b) The Corporation  shall declare a dividend or distribution on the Series
  A Preferred Stock as provided in paragraph (a) of this Section immediately
  after it  declares a  dividend  or  distribution  on the Common  Stock  (other
  than a dividend  payable in shares of Common  Stock);  provided  that,  in the
  event no dividend or distribution shall have been declared on the Common Stock
  during the period  between any Quarterly  Dividend  Payment  Date and the next
  subsequent Quarterly  Dividend Payment Date, a dividend of $25.00 per share on
  the Series A Preferred Stock shall nevertheless be payable on such  subsequent
  Quarterly Dividend Payment Date.

     (c) Dividends shall begin to accrue and be cumulative on outstanding shares
  of Series A  Preferred Stock from the  Quarterly  Dividend  Payment  Date next
  preceding the date of issue of such shares of Series A Preferred Stock, unless
  the date of issue of such  shares  is  prior to the record  date for the first


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  Quarterly Dividend Payment Date, in which case  dividends on such shares shall
  begin to accrue from the date of issue of such  shares, or unless  the date of
  issue is a Quarterly  Dividend Payment Date or is a date after the record date
  for  the  determination  of  holders  of  shares  of  Series A Preferred Stock
  entitled  to  receive a quarterly  dividend and before such Quarterly Dividend
  Payment Date, in either of which events such dividends shall begin  to  accrue
  and  be cumulative from such Quarterly  Dividend  Payment Date.   Accrued  but
  unpaid dividends shall  not  bear  interest.   Dividends paid on the shares of
  Series A Preferred  Stock in an amount  less  than  the  total  amount of such
  dividends  at  the time accrued and payable on such shares shall be  allocated
  pro  rata  on  a  share-by-share  basis  among  all  such  shares  at the time
  outstanding.   The  Board  of  Directors  may  fix  a  record   date  for  the
  determination  of holders of shares of Series A  Preferred Stock  entitled  to
  receive  payment  of a dividend or distribution declared thereon, which record
  date  shall  be  no  more than 30 days prior to the date fixed for the payment
  thereof.

  Section 3. Voting Rights.
             -------------
The  holders of shares of Series A  Preferred  Stock  shall  have the  following
voting rights:

     (a) Each share of Series A Preferred Stock shall entitle the holder thereof
  to a number of votes equal to the Adjustment Number (as adjusted  from time to
  time  pursuant  to Section 2(a) hereof) on all matters  submitted to a vote of
  the stockholders of the Corporation.

     (b) Except as otherwise  provided  herein,  by law or in the Certificate of
  Incorporation or By-Laws, the holders of  shares  of Series A  Preferred Stock
  and the  holders  of  shares of Common  Stock  and any  other capital stock of
  the Corporation having general voting rights shall vote together as one  class
  on all matters submitted to a vote of stockholders of the Corporation.

         (i) If  at any time  dividends on any Series A Preferred   Stock  shall
  be  in  arrears in an amount equal to six  quarterly  dividends  thereon,  the
  occurrence  of such  contingency  shall mark the beginning of a period (herein
  called a "default  period") that shall extend until such time when all accrued
  and unpaid  dividends  for all previous quarterly dividend periods and for the
  current  quarterly  period  on  all  shares  of  Series A Preferred Stock then
  outstanding shall have been declared and paid or set apart for payment. During
  each default  period, (1) the number of Directors shall be  increased  by two,
  effective as of the time of election of such  Directors  as  herein  provided,
  and (2) the holders of Series A  Preferred  Stock  and  the  holders  of other
  Preferred Stock upon which these or like voting rights have been conferred and
  are  exercisable (the "Voting  Preferred  Stock")  with   dividends in arrears
  equal to six quarterly  dividends thereon,  voting as a class, irrespective of
  series,  shall  have the  right  to  elect  such two Directors.

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         (ii) During  any default  period,  such voting  right of the holders of
  Series A  Preferred  Stock  may  be  exercised  initially at a special meeting
  called  pursuant to  subparagraph  (iii) of this Section 3(b) or at any annual
  meeting of stockholders,  and  thereafter at annual  meetings of stockholders,
  provided that such  voting right shall not be exercised  unless the holders of
  at  least  one-third  in  number  of  the  shares  of  Voting  Preferred Stock
  outstanding shall be present  in person or by proxy.  The  absence of a quorum
  of the holders  of Common  Stock shall not affect the  exercise by the holders
  of  Voting Preferred Stock of such voting right.

         (iii)Unless the  holders of Voting  Preferred  Stock  shall,  during an
  existing  default  period, have  previously  exercised  their  right  to elect
  Directors,  the   Board  of  Directors   may  order,  or  any  stockholder  or
  stockholders owning in the aggregate not less than 10% of the total number  of
  shares  of  Voting  Preferred  Stock outstanding,  irrespective of series, may
  request, the calling of a special meeting of the  holders  of Voting Preferred
  Stock, which meeting  shall thereupon  be called by the Chairman of the Board,
  the President,  an Executive Vice President, a Vice President or the Secretary
  of the Corporation.  Notice of such meeting and of any annual meeting at which
  holders of Voting Preferred Stock  are  entitled  to  vote  pursuant  to  this
  paragraph  (b)(iii)  shall be  given  to  each  holder  of  record  of  Voting
  Preferred  Stock by mailing a copy of  such  notice to him at his last address
  as  the  same appears on the  books of the Corporation.  Such meeting shall be
  called for a time  not earlier  than 10 days and not later than 60  days after
  such  order or request or, in default of the calling of such meeting within 60
  days after such order or request, such meeting may be called on similar notice
  by any  stockholder or stockholders  owning  in  the  aggregate  not less than
  10%  of the total  number of shares  of Voting  Preferred  Stock  outstanding.
  Notwithstanding  the  provisions of  this paragraph  (b)(iii), no such special
  meeting shall be called during the period within 60 days immediately preceding
  the date  fixed for the next  annual meeting of the stockholders.

         (iv) In any  default  period,  after the  holders of  Voting  Preferred
  Stock shall  have exercised their right to elect Directors  voting as a class,
  (x) the Directors so elected by the holders of  Voting  Preferred  Stock shall
  continue in  office  until  their  successors shall have  been elected by such
  holders or until the  expiration of the  default  period, and (y) any  vacancy
  in  the  Board  of Directors  may be filled by  vote  of  a  majority  of  the
  remaining  Directors  theretofore  elected  by  the  holders  of  the class or
  classes of stock which  elected the  Director  whose  office shall have become
  vacant. References in this paragraph  (b) to Directors elected by the  holders
  of a particular  class or  classes of stock shall  include  Directors  elected
  by such Directors to fill vacancies as provided in clause (y) of the foregoing
  sentence.

         (v)  Immediately  upon  the  expiration  of a default  period,  (x) the
  right of  the  holders  of  Voting   Preferred   Stock  as  a class  to  elect
  Directors  shall  cease,   (y) the  term  of  any  Directors  elected  by  the
  holders of Voting Preferred Stock  as a  class  shall  terminate  and  (z) the
  number of Directors  shall be  such  number  as may be  provided  for  in  the


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  Certificate  of  Incorporation or By-Laws irrespective  of any increase   made
  pursuant  to  the provisions of paragraph (b) of  this Section 3  (such number
  being subject,  however, to change thereafter in any manner  provided  by  law
  or in the  Certificate of  Incorporation  or  By-Laws).   Any vacancies in the
  Board of Directors effected by the provisions  of clauses  (y) and  (z) in the
  preceding  sentence may be filled by  a majority of the remaining Directors.

     (c) Except as set forth herein,  holders of Series A Preferred  Stock shall
  have  no special voting rights and their consent shall not be required (except
  to the extent they are  entitled to vote with  holders of Common Stock as  set
  forth herein) for taking any corporate action.

  Section 4. Certain Restrictions.
             --------------------

     (a) Whenever  quarterly   dividends  or other  dividends  or  distributions
  payable on the Series A  Preferred  Stock  as  provided  in  Section 2  are in
  arrears,   thereafter  and   until  all   accrued  and  unpaid  dividends  and
  distributions, whether or not declared,  on shares of Series A Preferred Stock
  outstanding  shall have been paid in full, the Corporation shall not:

         (i)  declare  or pay dividends on, or make any other  distributions on,
  any   shares  of stock  ranking  junior  (either  as  to  dividends  or   upon
  liquidation,  dissolution  or  winding  up) to the  Series A Preferred Stock;

         (ii) declare or pay  dividends on or make  any other  distributions  on
  any shares of stock  ranking on a  parity  (either  as  to  dividends  or upon
  liquidation,  dissolution  or  winding up) with the Series A Preferred  Stock,
  except  dividends  paid ratably on the Series A Preferred  Stock  and all such
  parity stock on which dividends  are  payable or in arrears in  proportion  to
  the total amounts to which the holders of all such  shares are then entitled;

         (iii)redeem  or purchase or otherwise acquire for consideration  shares
  of any  stock  ranking  junior  (either  as to  dividends or upon liquidation,
  dissolution or winding up) to the Series A Preferred Stock, provided that  the
  Corporation  may at any time  redeem, purchase  or  otherwise  acquire  shares
  of  any  such  junior  stock  in  exchange  for  shares  of  any  stock of the
  Corporation  ranking  junior (either  as  to  dividends  or upon  dissolution,
  liquidation or winding up) to the Series A Preferred Stock; or

         (iv) purchase  or  otherwise  acquire for  consideration  any shares of
  Series A  Preferred  Stock,  or any shares of stock  ranking on  a parity with
  the Series A Preferred  Stock,  except  in  accordance with a  purchase  offer
  made in  writing  or  by publication (as determined by the Board of Directors)
  to all holders of such shares upon such terms   as  the  Board  of  Directors,
  after consideration of the respective annual dividend rates and other relative


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  rights and   preferences of the respective series and classes, shall determine
  in good faith will result in fair and equitable treatment among the respective
  series or classes.

     (b) The  Corporation  shall not permit any subsidiary of the Corporation to
  purchase  or  otherwise  acquire  for consideration any shares of stock of the
  Corporation unless the Corporation could, under paragraph (a) of this Section
  4, purchase or otherwise acquire such  shares at such time and in such manner.

  Section 5. Reacquired Shares.
             -----------------
Any shares of Series A Preferred  Stock  purchased or otherwise  acquired by the
Corporation  in any manner  whatsoever  shall be retired and cancelled  promptly
after the  acquisition  thereof.  All such shares shall upon their  cancellation
become  authorized but unissued shares of preferred stock and may be reissued as
part  of a new  series  of  preferred  stock  to be  created  by  resolution  or
resolutions   of  the  Board  of  Directors,   subject  to  the  conditions  and
restrictions on issuance set forth herein,  in the Certificate of  Incorporation
or By-laws or otherwise required by law.

  Section 6. Liquidation, Dissolution or Winding Up.
             --------------------------------------
Upon  any  liquidation,  dissolution  or  winding  up  of  the  Corporation,  no
distribution  shall be made (A) to the holders of shares of stock ranking junior
(either as to dividends or upon  liquidation,  dissolution or winding up) to the
Series A Preferred Stock unless,  prior thereto, the holders of shares of Series
A Preferred Stock shall have received the greater of (i) $100 per share, plus an
amount equal to accrued and unpaid dividends and distributions thereon,  whether
or not declared,  to the date of such payment,  and (ii) an aggregate amount per
share, equal to the Adjustment Number (as adjusted from time to time pursuant to
Section 2(a) hereof) times the aggregate  amount to be distributed  per share to
holders of Common  Stock,  or (B) to the  holders  of stock  ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred  Stock,  except  distributions  made  ratably on the Series A
Preferred  Stock and all other  such  parity  stock in  proportion  to the total
amounts  to which  the  holders  of all  such  shares  are  entitled  upon  such
liquidation, dissolution or winding up.

  Section 7. Consolidation, Merger, etc.
             --------------------------
In case the Corporation shall enter into any consolidation,  merger, combination
or other  transaction  in which the shares of Common Stock are  exchanged for or
changed into other stock or securities,  cash and/or any other property, then in
any such case the shares of Series A Preferred Stock then  outstanding  shall at
the same time be similarly  exchanged or changed in an amount per share equal to
the  Adjustment  Number (as adjusted  from time to time pursuant to Section 2(a)
hereof) times the aggregate amount of stock,  securities,  cash and/or any other
property  (payable  in kind),  as the case may be,  into which or for which each
share of Common Stock is changed or exchanged.


  Section 8. No Redemption.
             -------------
The shares of Series A Preferred Stock shall not be redeemable.


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  Section 9.  Amendment.
              ---------

The Certificate of Incorporation of the Corporation  shall not be amended in any
manner which would materially alter or change the powers, preferences or special
rights of the Series A Preferred  Stock so as to affect them  adversely  without
the affirmative  vote of the holders of two-thirds of the outstanding  shares of
Series A Preferred Stock, voting together as a single class.

     IN WITNESS WHEREOF,  I have executed and subscribed this Certificate and do
affirm the  foregoing  as true under the  penalties  of perjury this 20th day of
April, 1999.

                                          /s/ Steven K. Covey
                                          --------------------------------------
                                              Steven K. Covey
                                              Corporate Secretary


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