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                                                            EXHIBIT 3.1

                    RESTATED CERTIFICATE OF INCORPORATION

                                     OF






                           NAVISTAR INTERNATIONAL

                            TRANSPORTATION CORP.





               (As amended and in effect on October 27, 1995)


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                    Restated Certificate of Incorporation
                                     of
                 Navistar International Transportation Corp.

               (As amended and in effect on October 27, 1995)

         (Originally incorporated as International Harvester Company
                            on December 22, 1965)


     First:  The name of the corporation (hereinafter called the Company) is

                 Navistar International Transportation Corp.

     Second:  The respective names of the county and of the city within the
county in which the registered office of the Company is to be located in the
State of Delaware are the County of New Castle and the City of Wilmington. 
The name of the registered agent of the Company is The Corporate Trust
Company.  The street and number of said registered office and the address by
street and number of said registered agent is Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware 19801.

     Third:  The nature of the business of the Company and the objects or
purposes to be transacted, or promoted is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of the State of Delaware, as amended.

     Fourth:  The total number of shares of stock which the Company shall
have authority to issue is 100,000 shares, with a par value of $1.00 per
share, of a class designated  Common Stock.

I.  Common Stock.  Subject to the provisions of any applicable law, or of
the By-laws of the Company as from time to time amended, with respect to the
closing of the transfer books or the fixing of a record date for the
determination of stockholders entitled to vote and except as otherwise
provided by law or by the resolution or resolutions providing for the issue
of any series of Preferred Stock or Preference Stock, the holders of
outstanding shares of Common Stock shall exclusively possess voting power
for the election of directors and for all other purposes, each holder of
record of shares of Common Stock being entitled to one vote for each share
of Common Stock standing in his name on the books of the Company.  Except as
otherwise provided by the resolution or resolutions providing for the issue
of any series of Preferred Stock or Preference Stock, the holders of Common
Stock shall be entitled, to the exclusion of the holders of Preferred Stock
and Preference Stock of any and all series, to receive such dividends as
from time to time may be declared by the Board of Directors.  In the event
of any liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, after payment shall have been made to the holders
of Preferred Stock and Preference Stock of the full amount for which they
shall be entitled pursuant to the resolution or resolutions providing for
the issue of any series of Preferred Stock or Preference Stock, the holders
of Common Stock shall be entitled, to the exclusion of the holders of
Preferred Stock or Preference Stock of any and all series, to share, ratably
according to the number of shares of Common Stock held by them, in all
remaining assets of the Company available for distribution to its
stockholders.

     Subject to the provisions of this Certificate of Incorporation and
except as otherwise provided by law, the shares of stock of the Company,
regardless of class, may be issued for such consideration and for such
corporate purposes as the Board of Directors may from time to time
determine.

     No holder of stock of the Company shall have any pre-emptive right with
respect to stock of the Company.

     Fifth:  The Company is to have perpetual existence.

     Sixth:  The private property of the stockholders of the Company shall
not be subject to the payment of corporate debts to any extent whatsoever.
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     Seventh:  The directors of the Company shall be elected annually by the
stockholders and shall hold office until the next annual meeting of
stockholders and until their respective successors are duly elected.

     The number of directors of the Company shall be fixed from time to time
by, or in the manner provided in, its By-laws and may be increased or
decreased as therein provided; but the number thereof shall not be less than
one (1).

     The Board of Directors shall have power to hold its meetings outside
the State of Delaware at such place as from time to time may be designated
by the By-laws or by resolution of the Board of Directors.  The By-laws may
prescribe the number of directors necessary to constitute a quorum.

     The capital of the Company may be increased from time to time by
resolution of the Board of Directors directing that a portion of the net
assets of the Company in excess of the amount theretofore determined to be
capital be transferred to capital account.  Any and all shares of the Common
Stock may be issued by the Company from time to time for such consideration
as may be fixed from time to time by the Board of Directors.

     Eighth:  The Board of Directors shall have power, without stockholder
action:

          I.  To make By-laws for the Company, and to amend, alter or repeal
any By-laws; but any By-laws made by the directors may be altered, amended
or repealed by the stockholders at any meeting, provided notice of such
proposed alteration, amendment or repeal be included in the notice of such
meeting.

          II.  To remove at any time any officer, agent or employee of the
Company, provided, however, that such power of removal may be conferred by
the By-laws or by the Board of Directors on any committee or officer.

          III.  To fix and determine, and to vary the amount of, the working
capital of the Company, and to determine the use or investment of any assets
of the Company; to set apart out of any of the funds of the Company
available for dividends a reserve or reserves for any proper purpose and to
abolish any such reserve or reserves; and to declare and authorize payment
of such dividends as it shall determine advisable and proper, subject to
such restrictions as may be imposed by law.

          IV.  To authorize the purchase or other acquisition of shares of
stock of the Company or any of its bonds, debentures, notes, scrip or other
securities or evidences of indebtedness.

          V.  To determine whether and to what extent, at what times and
places, and under what conditions and regulations, the accounts, books and
documents of the Company, or any of them, shall be open to the inspection of
the stockholders; and no stockholder shall have any right to inspect any
account, book or document of the Company, except as conferred by the laws of
the State of Delaware or as authorized by resolution adopted by the Board of
Directors or by the stockholders of the Company entitled to vote in respect
thereof.

          VI.  Except as otherwise provided by law, to determine the places
within or without the State of Delaware where any or all of the books of the
Company shall be kept.

          VII.  To authorize the sale, lease or other disposition of any
part or parts of the properties of the Company and to cease to conduct the
business connected therewith or again to resume the same, as it may deem
best.

          VIII.  To authorize the borrowing of money; the issuance of bonds,
notes debentures and other obligations or evidences of indebtedness of the
Company, secured or unsecured, and the inclusion of provisions as to
redeemability and convertibility into shares of stock of the Company or
otherwise; and the mortgaging or pledging, as security for money borrowed or
bonds, notes, debentures or other obligations issued by the Company, of any
property of the company, real or personal, then owned or thereafter acquired
by the Company.
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     The powers and authorities herein conferred upon the Board of Directors
are in furtherance and not in limitation of those conferred by the laws of
the State of Delaware.  In addition to the powers and authorities herein or
by statute expressly conferred upon it, the Board of Directors may exercise
all such powers and do all such acts and things as may be exercised or done
by the Company, subject, nevertheless, to the provisions of the laws of the
State of Delaware, of this Certificate of Incorporation and of the By-laws
of the Company.

     The Board of Directors may, by resolution passed by a majority of the
whole Board, designate one or more committees, each committee to consist of
one (1) or more of the directors of the Company, which to the extent
provided and said resolution or resolutions or in the By-laws, shall have
any may exercise the powers of the Board of Directors in the management of
the business and affairs of the Company, and may authorize the seal of the
Company to be affixed to all papers which may require it.

     Subject to any limitation in the By-laws, the members of the Board of
Directors shall be entitled to reasonable fees, salaries or other
compensation for their services, as determined from time to time by the
Board of Directors, and to reimbursement for their expenses as such members.
Nothing herein contained shall preclude any director from serving the
Company or its subsidiaries or affiliates in any other capacity and
receiving compensation therefore.

     To the fullest extent permitted by the General Corporate Law of the
State of Delaware as it now exists or may hereafter be amended, no director
of the Company shall be liable to the Company or its stockholders for
monetary damages arising from a breach of fiduciary duty owed to the Company
or its stockholders.  Any repeal or modification of this provision by the
stockholders of the Company shall not adversely affect any right or
protection of a director of the Company existing at the time of such repeal
or modification.

     Ninth:  The Company reserves the right at any time and from time to
time to amend, alter, change or repeal any provision contained in the
Certificate of Incorporation, and other provisions authorized by the laws of
the State of Delaware a the time in force may be added or inserted, in the
manner now or hereafter prescribed by law; and all rights, preference and
privileges of whatsoever nature conferred upon stockholders, directors or
any other persons whomsoever by and pursuant to this Certificate of
Incorporation in its present form or as hereafter amended are granted
subject to the right reserved in this Article Ninth.