<PAGE 1>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                 FORM 10-K/A

                      AMENDMENT TO APPLICATION OR REPORT
                 Filed Pursuant to Section 12, 13 or 15(d) of
                      THE SECURITIES EXCHANGE ACT of 1934


                         Commission File Number 1-5236


                 NAVISTAR INTERNATIONAL TRANSPORTATION CORP.
                 -------------------------------------------
          (Exact name of registrant as specified in its charter)


                              AMENDMENT NO. 2


     The undersigned registrant hereby amends the following exhibits of its
1996 Annual Report on Form 10-K as set forth in the pages attached hereto:

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

              Exhibits, including those Incorporated by Reference
              ---------------------------------------------------

        Exhibit 28.3 - Annual Report on Form 11-K - Navistar International
                       Transportation Corp. 401(k) Retirement Savings Plan



     Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by
the undersigned thereunto duly authorized.



                   Navistar International Transportation Corp.
                   -------------------------------------------
                                  (Registrant)


                                  /s/ J. Steven Keate
                                  ----------------------------------
                                      J. Steven Keate
                                      Vice President and Controller
                                      (Principal Accounting Officer)


                                      June 26, 1997
<PAGE>
         <PAGE 2>

Item 14.  Exhibits, Financial Statements, Schedule and Reports on Form 8-K

          Exhibits, including those Incorporated by Reference
          ---------------------------------------------------


          Exhibit 28.3  By this Form 10-K/A the Registrant files its Annual
          Report on Form 11-K - Navistar International Transportation Corp.
          401(k) Retirement Savings Plan.  The full text of the report is
          included in this Form 10-K/A.
<PAGE>
         <PAGE 1>

                                                             Exhibit 28.3



                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549



             
                                  FORM 11-K
                                ANNUAL REPORT




                        PURSUANT TO SECTION 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934


                 For the Fiscal Year Ended December 31, 1996

                 Navistar International Transportation Corp.
                       401(k) Retirement Savings Plan



                 NAVISTAR INTERNATIONAL TRANSPORTATION CORP.
                 -------------------------------------------

     The principal executive offices of Navistar International
Transportation Corp. are located at 455 North Cityfront Plaza Drive,
Chicago, Illinois 60611.



                            REQUIRED INFORMATION


     Navistar International Transportation Corp. 401(k) Retirement Savings
Plan ("Plan") is subject to the Employee Retirement Income Security Act of
1974 ("ERISA").  Therefore, in lieu of the requirements of Items 1-3 of
Form 11-K, the financial statements and schedules of the Plan as of
December 31, 1996 and 1995, and for each of the three years in the period
ended December 31, 1996, which have been prepared in accordance with the
financial reporting requirements of ERISA, are attached hereto as Appendix
1 and incorporated herein by this reference.
<PAGE>
         <PAGE 2>
                                                                            
                                                             APPENDIX 1

NAVISTAR INTERNATIONAL TRANSPORTATION CORP.
401(k) RETIREMENT SAVINGS PLAN
-------------------------------------------


  TABLE OF CONTENTS                                              Page
  -----------------                                              ----

  INDEPENDENT AUDITORS' REPORT                                     3

  INDEPENDENT AUDITORS' CONSENT                                    3

  FINANCIAL STATEMENTS AS OF DECEMBER 31, 1996 AND 1995
     AND FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED 
     DECEMBER 31, 1996:
       Statements of Net Assets Available for Benefits             4
       Statements of Changes in Net Assets 
          Available for Benefits                                   5
       Notes to Financial Statements                               6


  SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1996 AND
  FOR THE YEAR THEN ENDED:
       Schedule of Assets Held for Investment Purposes -
         Item 27(a)                                               12
       Schedule of Reportable Transactions - Item 27(d)           13
       Schedule of Party-in-Interest Transactions - Item 27(e)    14


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

<PAGE>
         <PAGE 3>

INDEPENDENT AUDITORS' REPORT

Navistar International Transportation Corp:

We have audited the accompanying financial statements of the Navistar
International Transportation Corp. 401(k) Retirement Savings Plan (the
"Plan") as of December 31, 1996 and 1995, and for each of the three years
in the period ended December 31, 1996, listed in the table of contents. 
These financial statements are the responsibility of the Plan's management. 
Our responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31,
1996 and 1995, and the changes in net assets available for benefits for
each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.

Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The accompanying supplemental
schedules listed in the table of contents are presented for purposes of
complying with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security act
of 1974 and are not a required part of the basic financial statements. 
These schedules are the responsibility of the Plan's management.  Such
supplemental schedules have been subjected to the auditing procedures
applied in the audit of the basic 1996 financial statements and, in our
opinion, are fairly stated in all material respects when considered in
relation to the basic 1996 financial statements taken as a whole.


DELOITTE & TOUCHE LLP
May 23, 1997
Chicago, Illinois


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
and No. 333-25783 of Navistar International Transportation Corp. on
Form S-8 of our report dated May 23, 1997 appearing in the Annual Report on
Form 11-K of Navistar International Transportation Corp. 401(K) Retirement
Savings Plan for the year ended December 31, 1996.


DELOITTE & TOUCHE LLP
June 25, 1997
Chicago, Illinois
<PAGE>
         <PAGE 4>
<TABLE>
<CAPTION>
NAVISTAR INTERNATIONAL TRANSPORTATION CORP.
401(k) RETIREMENT SAVINGS PLAN
-------------------------------------------

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS 
AS OF DECEMBER 31, 1996 AND 1995                                     
-----------------------------------------------

                                                  1996          1995
                                                  ----          ----
<S>                                          <C>            <C>
ASSETS

INVESTMENTS

Navistar Pooled Stock Fund
  - at market value 
    (1996 - 316,459 units of participation, 
     cost $4,624,202 and 1995
     - 338,172 units of participation,
     cost $4,946,264)                        $    813,615   $   995,916
American Express Trust Collective
  Income Fund II - at market value
  (1996 - 2,738,743 shares,
   cost $40,450,743 and 1995
   - 2,824,955 shares,
   cost $41,302,090)                           44,923,143    43,695,006
American Express Trust
  Equity Index Fund - at market value
  (1996 - 1,393,755 shares, 
   cost $17,988,820 and 1995
   - 1,246,204 shares,
   cost $14,788,880)                           28,580,333    20,824,074
IDS Selective Fund (Y) - at market value 
  (1996 - 682,710 shares,
   cost $6,321,013 and 1995
   - 591,001 shares,
   cost $5,470,076)                             6,215,389     5,676,567
IDS New Dimensions Fund (Y) - at market
  value (1996 - 2,528,099 shares,
  cost $38,101,865 and 1995
  - 2,092,532 shares, 
  cost $28,939,655)                            52,351,870    36,140,116
Templeton Foreign Fund - at market value 
  (1996 - 585,680 shares,
   cost $5,582,480 and 1995
   - 405,251 shares, cost $3,786,761)           6,067,643     3,720,207
Participant loans                               3,780,417     3,072,598
                                             ------------  ------------

Total investments                             142,732,410   114,124,484
                                             ------------  ------------
RECEIVABLES:

Participant pre-tax contributions                 418,526       753,058
Participant after-tax contributions                15,468        13,774
Accrued dividend income                                 -     1,607,784
                                            -------------  ------------

Total receivables                                 433,994     2,374,616
                                            -------------  ------------

NET ASSETS AVAILABLE
FOR BENEFITS                                $143,166,404   $116,499,100
                                            ============   ============
<FN>
See notes to financial statements.
</TABLE>
<PAGE>
         <PAGE 5>
<TABLE>
<CAPTION>
NAVISTAR INTERNATIONAL TRANSPORTATION CORP.
401(k) RETIREMENT SAVINGS PLAN
---------------------------------------------
  
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS FOR THE YEARS ENDED
DECEMBER 31, 1996, 1995 AND 1994
---------------------------------------------
  
                                           1996          1995          1994
                                           ----          ----          ----
<S>                                    <C>           <C>           <C>
ADDITIONS TO NET ASSETS:
Investment income:
  Net realized/unrealized appreciation
    (depreciation) in fair value of
    investments                        $ 15,956,443  $ 15,862,135  $(3,515,684)
  Interest and dividend income            3,002,265     2,359,561    4,212,413
                                       ------------  ------------  -----------
      Total investment income            18,958,708    18,221,696      696,729
                                       ------------  ------------  -----------

Participant contributions:
  Pre-tax contributions                  14,347,613    12,170,578   10,921,909
  After-tax contributions                   259,617       213,401      178,286
                                       ------------  ------------  -----------
      Total participant contributions    14,607,230    12,383,979   11,100,195
                                       ------------  ------------  -----------

Rollovers from other qualified plans        475,051       554,164      445,994  
Transfers from other qualified plan         764,687             -            -
Other                                        (1,240)        9,664            -
                                       ------------  ------------  -----------

     Total additions to net assets       34,804,436    31,169,503   12,242,918
                                       ------------  ------------  -----------

DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants             8,137,132     4,853,595    3,000,569
Transfers to other qualified plans                -             -        3,100
                                       ------------  ------------  -----------
    Total deductions from net assets      8,137,132     4,853,595    3,003,669
                                       ------------  ------------  -----------

    Net increase                         26,667,304    26,315,908    9,239,249

NET ASSETS AVAILABLE FOR BENEFITS:
  BEGINNING OF YEAR                     116,499,100    90,183,192   80,943,943
                                       ------------  ------------  -----------

  END OF YEAR                          $143,166,404  $116,499,100  $90,183,192
                                       ============  ============  ===========


<FN>>
See notes to financial statements.

---------------------------------------------------------------------------------
</TABLE>
<PAGE>
         <PAGE 6>

NAVISTAR INTERNATIONAL TRANSPORTATION CORP.
401(k) RETIREMENT SAVINGS PLAN
-------------------------------------------


NOTES TO FINANCIAL STATEMENTS FOR THE THREE YEARS
ENDED DECEMBER 31, 1996, 1995 AND 1994
-------------------------------------------------

 1.  DESCRIPTION OF THE PLAN

     The following description of the Navistar International Transportation
     Corp. 401(k) Retirement Savings Plan (the "Plan") provides only
     general information.  Participants should refer to the Plan document
     for a complete description of the Plan's provisions.

     General - The Plan is sponsored by Navistar International
     Transportation Corp. (the "Company") to provide savings and retirement
     benefits for certain eligible salaried employees of the Company and of
     certain of its affiliates that are participating under the Plan who
     meet certain length of service requirements.  The Plan was established
     February 1, 1965, and has subsequently been restated and amended to
     maintain qualification under Sections 401(a), 401(k) and 501 of the
     Internal Revenue Code of 1986 and to modify the provisions of the
     Plan.  Administrative expenses relating to the Plan are paid by the
     Company.

     Effective January 1, 1995, IDS Trust was renamed American Express
     Trust, and the IDS Trust Collective Income Fund II and the IDS Trust
     Equity Index Fund have been renamed American Express Trust Collective
     Income Fund II and American Express Trust Equity Index Fund,
     respectively.  The IDS Selective Fund (Y) and the IDS New Dimensions
     Fund (Y) names remain unchanged.  The Trustee, American Express Trust,
     is authorized to hold and invest the assets of the Plan in accordance
     with the provisions of the Trust Agreement between the Company and the
     Trustee.

     Contributions - Contributions may be made to the Plan on a pre-tax
     basis, an after-tax basis, or a combination of both.  Pre-tax salary
     reduction contributions to the Plan are subject to annual maximum
     limits equal to the lesser of 20 percent of a participant's annual
     compensation or a prescribed dollar amount, indexed for inflation
     ($9,500, $9,240, and $9,240 for 1996, 1995, and 1994, respectively). 
     After-tax contributions are subject to annual maximum limits of 10
     percent of annual compensation.  Both pre-tax and after-tax
     contributions may be elected at a minimum level of 1 percent of
     eligible compensation at any time.   Subject to Company approval,
     certain eligible employees are allowed to make rollover contributions
     transfers to the Plan, if such contributions satisfy applicable
     regulations.  Such employees are not required to be participants
     for any other purpose than their rollover account; however, neither
     after-tax contributions nor pre-tax salary reduction contributions
     may be made until such time as such employee would otherwise become
     eligible to and does elect participation in the Plan. 

     The Plan permits the Company to make matching and discretionary
     contributions.  Company matching and discretionary contributions are
     subject to a vesting schedule based upon the participant's length of
     employment, and fully vest upon completion of five years of service.
<PAGE>
         <PAGE 7>

     Non-vested Company matching contributions are forfeited when a
     participant retires or terminates service.  Such forfeitures are used
     to offset future Company contributions.  Salary reduction
     contributions, employee after-tax contributions and rollover
     contributions are fully vested immediately.  The Company did not make
     any matching or discretionary contributions to the Plan during any of
     the three years in the period ended December 31, 1996.  

     Investment Options  - Participants may direct the investment of their
     account assets as follows:


     -  American Express Trust Collective Income Fund II is a diversified
        pool of investment contracts varying in maturity date, size and
        yield and short-term cash instruments;

     -  American Express Trust Equity Index Fund is a collective investment
        fund which invests primarily in nearly all of the same stocks as
        are in the Standard & Poor's 500 stock index;

     -  IDS Selective Fund (Y) is a mutual fund which invests primarily in
        investment grade corporate bonds, government bonds, and other debt
        securities;

     -  IDS New Dimensions Fund   (Y) is a mutual fund which invests
        primarily in ordinary common stock of United States companies;


     -  Templeton Foreign Fund is a specialty growth fund which invests
        primarily in common stocks and other securities of companies and
        governments outside the United States.

     Company contributions, other than salary reduction contributions, made
     prior to October 1, 1991, were invested in Navistar International
     Corporation Common Stock until the employee attained age 55 and
     elected a different investment option.   Effective October 1, 1991,
     existing account balances arising from such past Company contributions
     may, at the direction of the participants, be transferred from the
     Navistar Pooled Stock Fund to the other available investment options. 
     No future contributions or transfers to the Navistar Pooled Stock Fund
     are permitted.  (See Note 10.)  The Navistar Pooled Stock Fund invests
     primarily in the Common Stock of Navistar International Corporation
     ("Navistar"), the parent of the Company.

     Participant Accounts - Contributions and assets allocated to a
     specific investment fund are commingled with those of other partici
     pants and are invested in accordance with the nature of the specific
     fund.  Realized gains and losses, unrealized appreciation and
     depreciation, and dividends and interest are allocated to participants
     based on their proportionate share of the funds.  Fund managers' fees
     are charged to participants' accounts as a reduction of the return
     earned on each investment option.

     Loans to Participants - Participants may borrow from their fund
     accounts a minimum of $1,000 up to the lesser of 50% of their vested
     account balance or $50,000.  Loan transactions are treated as a
     transfer between the investment fund and the loan fund.  Loan terms
     range from 1 to 5 years, with the exception of loans made for the
     purchase of a principal residence, which must be repaid in
     installments over a period of up to ten years.  The loans are secured
     by the balance in the participant's account and bear interest at a
     rate commensurate with local prevailing rates as determined by the
     Plan administrator.
<PAGE>
         <PAGE 8>

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Basis of Presentation - The accounts of the Plan are maintained on the
    accrual basis of accounting. All investments are presented at published
    market values.  The loans to participants are valued at cost which
    approximates market value.  Security transactions are accounted for on
    the trade date.  Dividend income is accrued on the ex-dividend date.

    Valuation of Investments - Unrealized appreciation or depreciation on
    investments is determined by comparing the fair value of these separate
    funds at the current year-end, net of contributions made during the
    year, to their respective fair values at the preceding year-end.  
    Realized gains or losses are determined by comparing net sales proceeds
    to the fair value of the investment at the preceding year-end.

    Participant Withdrawals - As of December 31, 1996 and December 31,
    1995, there were no benefits which were due to former participants who
    have withdrawn from participation in the Plan. Benefits are recorded
    when paid.

    Reclassifications - Certain 1994 amounts have been reclassified to
    conform with the presentation used in the 1996 and 1995 financial
    statements.

 3. TAX STATUS OF THE PLAN

    The Internal Revenue Service has issued a favorable determination
    letter, dated April 1996, that the Plan qualifies under Sections
    401(a) and 401(k) of the Internal Revenue Code of 1986.  The Company
    believes that the Plan is currently designed and being operated in
    compliance with the applicable requirements of the Code and thus the
    Plan and related trust are exempt from federal income taxes under
    Section 501(a) of the Code as of the financial statement date.


4.  VOLUNTARY WITHDRAWAL

    Participants may request either an in-service or hardship withdrawal of
    certain of their account assets.   An in-service withdrawal may be made
    of a portion of the value of the assets purchased with the
    participants' after-tax contributions and investment earnings thereon.
    Participants may only withdraw authorized pre-tax salary reduction
    contributions after attaining age 59-1/2, or on a hardship basis prior
    to attaining age 59-1/2.  Company matching and discretionary
    contributions and investment earnings thereon are not eligible for
    in-service withdrawal.

5.  TERMINATION OF EMPLOYMENT

    A participant's vested account is distributable at the time a
    participant separates from service with the Company, suffers a total
    and permanent disability or dies.
<PAGE>
         <PAGE 9>

    When the participant terminates employment, the vested portion of the
    account will be distributed if the asset value is $3,500 or less.  If
    the asset value is more than $3,500, the participant has the option of
    receiving the account upon separation or deferring receipt until no
    later than April 1 following the year in which the participant becomes
    age 70-1/2 if the participant terminated employment prior to April 1,
    1992, or age 65 if the participant terminated employment on or after
    April 1, 1992.  Accounts are distributed in a single sum.  If the
    account includes 100 or more shares of Navistar Common Stock, the
    distribution of that portion of the account will be made in the form of
    full shares of Common Stock and a cash payment for any fractional
    shares.  For accounts with less than 100 shares of Navistar Common
    Stock, the distribution will be made in cash.

6.  AMENDMENT OR TERMINATION OF THE PLAN

    Although the Company expects to continue the Plan indefinitely, the
    Company, at its discretion, reserves the right to amend, modify,
    suspend or terminate the Plan, provided that no such action shall
    deprive any person of any rights to contributions made under the Plan. 
    If the Plan is terminated or contributions thereto have been completely
    discontinued, the rights of all participants to the amounts credited to
    their accounts shall be non-forfeitable and the interest of each
    participant in the funds will be distributed to such participant or his
    or her beneficiary in accordance with the Plan terms and the Code.  If
    the Plan is terminated, Plan participants will become fully vested in
    any funds allocated to them.

 7. INVESTMENTS EXCEEDING 5 PERCENT OF NET ASSETS

    The Plan's investments which exceeded 5 percent of net assets available
    for benefits as of December 31, 1996 and 1995 are as follows:

                                               1996              1995
                                               ----              ----

    American Express Trust
      Collective Income Fund II            $44,923,143       $43,695,006

    American Express Trust
      Equity Index Fund                     28,580,333        20,824,074

    IDS New Dimensions Fund (Y)             52,351,870        36,140,116

 8. TRANSACTIONS IN EMPLOYER SECURITIES

    The Common Stock of Navistar was purchased and distributed by the
    Trustee in the Plan years ended December 31, at cost, as follows:

                                                                Net
                                                              Loss on
    Plan Year     Purchased     Distributed        Sold       Disposal
    ---------     ---------     -----------        ----       --------

    1996          $  12,954      $  13,061       $323,235     $260,828
                  =========      =========       ========     ========

    1995          $  26,311      $  26,311       $551,334     $403,319
                  =========      =========       ========     ========

    1994          $  26,406      $  14,223       $230,974     $150,143
                  =========      =========       ========     ========

<PAGE>
         <PAGE 10>

9.  BY FUND INFORMATION

    Investment income, participant pre-tax and after-tax contributions, and
    benefits paid to participants by separate investment fund are as
    follows for each of the three years in the period ended December 31,
    1996.
                                       1996         1995         1994
                                      -----         ----         ----
    Net realized/unrealized
      appreciation (depreciation)
      in fair value of
      investments:
      Navistar Pooled Stock Fund   $  (121,065) $  (436,640)   $ (880,448)
      American Express
        Trust Collective
        Income Fund II               2,618,132    2,626,419         6,647  
      American Express
        Trust Equity Index Fund      5,191,035    5,286,987      (188,264)
      IDS Selective Fund (Y)          (337,431)     551,665      (440,083)
      IDS New Dimensions Fund (Y)    8,013,997    7,724,225    (1,826,662)
      Templeton Foreign Fund           591,775      109,479      (186,874)
                                   -----------  -----------   -----------
    Total                          $15,956,443  $15,862,135   $(3,515,684)
                                   ===========  ===========   ===========
    Interest and dividend income:
      American Express Trust
        Collective Income Fund II  $    74,368  $    72,807   $ 2,282,730
      American Express
        Trust Equity Index Fund         51,963       33,329       379,072
      IDS Selective Fund (Y)           506,743      337,512       294,839  
      IDS New Dimensions Fund (Y)    2,099,499    1,667,232     1,157,361  
      Templeton Foreign Fund           269,692      248,681        98,411
                                   -----------  -----------   -----------
    Total                          $ 3,002,265  $ 2,359,561   $ 4,212,413
                                   ===========  ===========   ===========
    Participant pre-tax contributions:
      American Express Trust
        Collective Income Fund II  $ 3,750,627   $ 3,925,317  $ 3,751,790
      American Express
        Trust Equity Index Fund      2,858,460     2,024,078    1,776,419  
      IDS Selective Fund (Y)         1,233,966     1,029,154    1,096,877  
      IDS New Dimensions Fund (Y)    5,388,991     4,179,136    4,104,810  
      Templeton Foreign Fund         1,115,569     1,012,893      192,013  
                                   -----------   -----------  -----------
    Total                          $14,347,613   $12,170,578  $10,921,909 
                                   ===========   ===========  ===========
    Participant after-tax
      contributions:
      American Express Trust
        Collective Income Fund II  $    58,089   $    70,157  $    45,932  
      American Express Trust
        Equity Index Fund               64,654        33,920       30,895  
      IDS Selective Fund (Y)            10,038        10,556       17,102  
      IDS New Dimensions Fund (Y)       79,178        58,573       59,590  
      Templeton Foreign Fund            47,658        40,195       24,767
                                   -----------   -----------  -----------
    Total                          $   259,617   $   213,401  $   178,286
                                   ===========   ===========  ===========

    Benefits paid to participants:
      Navistar Pooled Stock Fund   $    31,203   $    52,599  $    45,368  
      American Express Trust
        Collective Income Fund II    4,191,441     3,057,367    1,696,562  
      American Express Trust
        Equity Index Fund            1,129,939       552,080      472,505  
      IDS Selective Fund (Y)           371,048       135,940      117,681
      IDS New Dimensions Fund (Y)    1,955,670       958,158      651,385
      Templeton Foreign Fund           317,770        21,395            -  
      Participant loans                140,061        76,056       17,068
                                   -----------   -----------  -----------  
    Total                          $ 8,137,132   $ 4,853,595  $ 3,000,569
                                   ===========   ===========  ===========
<PAGE>
         <PAGE 11>

10. SUBSEQUENT EVENTS

    On March 3, 1997, a total of $912,331, representing the complete
account balances of 43 participants, was transferred to the Core Materials
Corporation 401(k) Retirement Savings Plan.  This transfer was in
accordance with the Asset Purchase Agreement between Navistar International
Transportation Corp. and RYMAC Mortgage Investment Corporation, the
predecessor by merger to Core Materials Corporation, dated September 12,
1996.

     During March 1997, a total of $183,337, representing rollover account
balances of 11 individuals eligible to participate in the new Navistar
Retirement Accumulation Plan, was transferred into that plan.  These
accounts had initially been rolled over into the Navistar International
Transportation Corp. Retirement Savings Plan as an accommodation to these
newly hired employees until the Navistar Retirement Accumulation Plan
became operational.

     Effective May 1, 1997, the Navistar International Corporation Common
Stock Pooled Fund was re-opened as an investment option within this plan. 
The Fund was previously closed to new contributions.  The Fund consists
primarily of Navistar International Corporation Common Stock.

     Based on closing market prices on May 23, 1997, the market values of
the Plan's investments held at December 31, 1996 have increased (decreased)
from the market values shown in the Statement of Net Assets Available For
Benefits in amounts as follows:

     Navistar Pooled Stock Fund                     $   498,740

     American Express Trust Collective
       Income  Fund II                                1,049,397

     American Express Trust Equity Index Fund         4,264,897  

     IDS Selective Fund (Y)                             (91,480)

     IDS New Dimensions Fund (Y)                      5,192,719

     Templeton Foreign Fund                             521,257
                                                    -----------

     Net increase in market value                   $11,435,530
                                                    ===========

<PAGE>
         <PAGE 12>

<TABLE>
<CAPTION>
NAVISTAR INTERNATIONAL TRANSPORTATION CORP.
401(k) RETIREMENT SAVINGS PLAN
-------------------------------------------

SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - ITEM 27(a), DECEMBER 31, 1996
-------------------------------------------------------------------------------



                                  DESCRIPTION OF INVESTMENT,
                                  INCLUDING MATURITY DATE,
    IDENTITY OF ISSUE, BORROWER,  RATE OF INTEREST, COLLATERAL,                       MARKET
(1) LESSOR OR SIMILAR PARTY       PAR OR MATURITY VALUE                  COST         VALUE
--------------------------------  ------------------------------     -----------  ------------
<S>                               <S>                                <C>          <C>         
*   Navistar Pooled Stock Fund    316,459 units of participation     $ 4,624,202  $    813,615

    American Express Trust        2,738,743 shares of beneficial
      Collective Income Fund II     interest, collective
                                    investment fund                   40,450,743    44,923,143

    American Express Trust        1,393,755 shares of beneficial
      Equity Index Fund             interest, collective
                                    investment fund                   17,988,820    28,580,333

    IDS Selective Fund (Y)        682,710 shares of beneficial
                                    interest, mutual fund              6,321,013     6,215,389

    IDS New Dimensions Fund (Y)   2,528,099 shares of beneficial
                                    interest, mutual fund             38,101,865    52,351,870

    Templeton Foreign Fund        585,680 shares of beneficial
                                    interest, specialty
                                    growth mutual fund                 5,582,480     6,067,643

    Participant Loans             Interest rates ranging
                                    from 6.01% - 10.30%,
                                    (maturing 1997 through 2006)       3,780,417     3,780,417
                                                                    ------------  ------------

    TOTAL INVESTMENTS                                               $116,849,540  $142,732,410
                                                                    ============  ============
<FN>
(1)  An asterisk indicates a party-in-interest.
</TABLE>

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

<PAGE>
         <PAGE 13>



NAVISTAR INTERNATIONAL TRANSPORTATION CORP.
401(k) RETIREMENT SAVINGS PLAN                                         
-------------------------------------------


SCHEDULE OF REPORTABLE TRANSACTIONS - ITEM 27(d)
YEAR ENDED DECEMBER 31, 1996
------------------------------------------------
<TABLE>
<CAPTION>
SERIES OF TRANSACTIONS
                                                                                             Net
                                          Number      Number                                 Gain
                            Description     of          of                                    or
Identity of Issue            of Asset    Purchases    Sales    Purchases       Sales        (loss)
-----------------           -----------  ---------    ------  -----------    ----------    --------
<S>                         <S>                <C>      <C>   <C>            <C>           <C>
IDS New Dimension Fund      Mutual Fund        122            $11,950,952

IDS New Dimension Fund      Mutual Fund                 101                  $3,753,200    $964,453


American Express Trust      Collective          66              5,700,501
  Collective Income           Investment
  Fund II                     Fund


American Express Trust      Collective                  131                   7,088,626     536,773
  Collective Income           Investment
  Fund II                     Fund


American Express Trust     Collective          108              4,506,500
  Equity Index Fund          Investment
                             Fund

American Express Trust     Collective                    83                   1,941,276     634,717
  Equity Index Fund          Investment
                             Fund
</TABLE>
<PAGE>
         <PAGE 14>



NAVISTAR INTERNATIONAL TRANSPORTATION CORP.
401(k) RETIREMENT SAVINGS PLAN
-------------------------------------------


SCHEDULE OF PARTY-IN-INTEREST TRANSACTIONS - ITEM 27(e)
YEAR ENDED DECEMBER 31, 1996
-------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                    MAREKT
                                                      COST          VALUE
                                                    OF ASSETS     OF ASSETS     NET GAIN
                                    DESCRIPTION     PURCHASED     AT DATE OF     (LOSS)
  IDENTITY OF                            OF            OR        DISPOSAL OR    ON EACH
PARTY INVOLVED    RELATIONSHIP      TRANSACTION      DISPOSED    DISTRIBUTION  TRANSACTION
--------------    ------------      -----------     ---------    ------------  -----------
<S>               <S>               <S>              <C>            <C>        <C>  
Navistar          Parent            Navistar
  International     Corporation       International
  Corporation       of Plan           Corporation
                                      common stock
                                      purchases
                                      and
                                      distributions  $ 12,954       $  13,061  $     107



Navistar          Parent            Navistar
  International     Corporation       International
  Corporation       of Plan           Corporation
                    sponsor           common stock   $323,235       $  62,300  $(260,935)


----------------------------------------------------------------------------------------
</TABLE>