UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q

            X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended April 30, 2002

                                       OR

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to
                                   ----------
                         Commission File Number 1-4146-1
                                   ----------

                         NAVISTAR FINANCIAL CORPORATION
             (Exact name of Registrant as specified in its charter)

           Delaware                                              36-2472404
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)


2850 West Golf Road Rolling Meadows, Illinois                     60008
  (Address of principal executive offices)                      (Zip Code)

         Registrant's telephone number including area code 847-734-4000

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during  the  preceding  12  months  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No

                       APPLICABLE ONLY TO ISSUERS INVOLVED
                        IN BANKRUPTCY PROCEEDINGS DURING
                            THE PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12, 13 or 15 (d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

As of May 31, 2002, the number of shares outstanding of the registrant's  common
stock was 1,600,000.

THE REGISTRANT IS A WHOLLY-OWNED  SUBSIDIARY OF  INTERNATIONAL  TRUCK AND ENGINE
CORPORATION AND MEETS THE CONDITIONS SET FORTH IN GENERAL  INSTRUCTIONS  H(1)(a)
AND (b) OF FORM  10-Q  AND IS  THEREFORE  FILING  THIS  FORM  WITH  THE  REDUCED
DISCLOSURE FORMAT.
<PAGE>

                         NAVISTAR FINANCIAL CORPORATION
                                AND SUBSIDIARIES


<TABLE>
<S>                                                                                <C>
                                      INDEX



                                                                                   Page

PART I.        FINANCIAL INFORMATION

   Item 1.     Financial Statements:

               Statements of Consolidated Income and Retained Earnings --
               Three Months and Six Months Ended April 30, 2002 and 2001...........  2

               Statements of Consolidated Financial Condition --
               April 30, 2002; October 31, 2001; and April 30, 2001................  3

               Statements of Consolidated Cash Flow --
               Six Months Ended April 30, 2002 and 2001............................  4

               Notes to Consolidated Financial Statements..........................  5

   Item 2.     Management's Discussion and Analysis of Results
               of Operations and Financial Condition............................... 14


PART II.       OTHER INFORMATION

   Item 6.     Exhibits and Reports on Form 8-K.................................... 18

Signature      .................................................................... 18
</TABLE>

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.   Financial Statement

         Navistar Financial Corporation and Subsidiaries
<TABLE>

       Statements of Consolidated Income and Retained Earnings (Unaudited)
                               Millions of Dollars
<S>                                                          <C>        <C>             <C>        <C>
                                                             Three Months Ended          Six Months Ended
                                                              April      April           April      April
                                                              2002       2001             2002      2001
Revenues
              Retail Notes  . . . . . . . . . . . . . . . .  $ 22.4     $ 27.0          $ 50.9     $ 48.7
              Lease Financing . . . . . . . . . . . . . . .    24.7       24.3            46.9       50.1
              Wholesale Notes . . . . . . . . . . . . . . .     6.6       11.9            13.1       25.1
              Accounts  . . . . . . . . . . . . . . . . . .     4.6        6.6            10.0       15.3
              Servicing Fee Income  . . . . . . . . . . . .     5.5        8.1            11.8       16.3
              Marketable Securities . . . . . . . . . . . .     1.9        5.6             5.0       13.3
                          Total . . . . . . . . . . . . . .    65.7       83.5           137.7      168.8

Expenses
              Cost of Borrowing
                          Interest Expense. . . . . . . . .    15.0       24.8            29.5       54.8
                          Other . . . . . . . . . . . . . .     2.0        2.8             3.9        4.5
                          Total . . . . . . . . . . . . . .    17.0       27.6            33.4       59.3
              Credit, Collection and Administrative . . . .    10.2       12.4            20.2       23.3
              Provision for Losses on Receivables . . . . .     6.2        7.6            10.5       14.1
              Depreciation and Other Expense. . . . . . . .    14.9       14.9            29.0       30.3
                          Total . . . . . . . . . . . . . .    48.3       62.5            93.1      127.0

Income Before Taxes. . . . . . . . . . . . . . . . . . . .     17.4       21.0            44.6       41.8

Taxes on Income. . . . . . . . . . . . . . . . . . . . . .      6.9        8.2            17.4       16.2

Income from Continuing Operations. . . . . . . . . . . . .     10.5       12.8            27.2       25.6
Gain on Disposal of Discontinued Operations,
              (net of tax of $0.0, $0.0, $0.5 and $0.0) . .      -          -              0.7         -
Net Income . . . . . . . . . . . . . . . . . . . . . . . .     10.5       12.8            27.9       25.6

Retained Earnings
              Beginning of Period . . . . . . . . . . . . .  180.8       147.7            163.4     134.9
              Dividends Paid. . . . . . . . . . . . . . . .      -       (26.0)               -     (26.0)
              End of Period . . . . . . . . . . . . . . . . $191.3      $134.5           $191.3    $134.5

See Notes to Consolidated Financial Statements.
</TABLE>

<PAGE>
                 Navistar Financial Corporation and Subsidiaries
                 Statements of Consolidated Financial Condition
                               Millions of Dollars
<TABLE>
<S>                                                                   <C>             <C>              <C>

                                                                      April          October           April
                                                                      2002             2001            2001
                                                                   (Unaudited)                      (Unaudited)
ASSETS

Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . .       $ 91.1          $ 22.3           $ 46.1
Finance Receivables
              Retail Notes. . . . . . . . . . . . . . . . . . .        249.4           634.1            219.8
              Lease Financing . . . . . . . . . . . . . . . . .        188.4           211.5            221.9
              Wholesale Notes . . . . . . . . . . . . . . . . .         51.2            31.7             88.7
              Accounts. . . . . . . . . . . . . . . . . . . . .        151.2           215.5            161.1
                                                                       640.2         1,092.8            691.5
              Allowance for Losses. . . . . . . . . . . . . . .        (11.6)          (13.3)            (8.8)
                          Finance Receivables, Net. . . . . . .        628.6         1,079.5            682.7

Amounts Due from Sales of Receivables . . . . . . . . . . . . .        382.6           323.5            391.2
Net Investment in Operating Leases. . . . . . . . . . . . . . .        280.2           283.8            292.1
Repossessions . . . . . . . . . . . . . . . . . . . . . . . . .         61.8            77.7             65.0
Restricted Marketable Securities. . . . . . . . . . . . . . . .        542.6           213.7            509.0
Other Assets. . . . . . . . . . . . . . . . . . . . . . . . . .         39.4            48.5             28.8
Net Assets of Discontinued Operations . . . . . . . . . . . . .            -            61.9             48.8

Total Assets. . . . . . . . . . . . . . . . . . . . . . . . . .    $ 2,026.3        $2,110.9        $ 2,063.7

LIABILITIES AND SHAREOWNER'S EQUITY

Net Accounts Payable to Affiliates. . . . . . . . . . . . . . .       $ 80.9          $ 14.2           $ 12.8
Other Liabilities . . . . . . . . . . . . . . . . . . . . . . .         82.1            90.6             61.7
Senior and Subordinated Debt. . . . . . . . . . . . . . . . . .      1,482.5         1,652.6          1,662.9
Dealers' Reserves . . . . . . . . . . . . . . . . . . . . . . .         21.0            22.2             22.3

Shareowner's Equity
              Capital Stock (Par value $1.00, 1,600,000 shares
                issued and outstanding) and Paid-In Capital. .         171.0           171.0            171.0
              Retained Earnings. . . . . . . . . . . . . . . .         191.3           163.4            134.5
              Accumulated Other Comprehensive Loss . . . . . .          (2.5)           (3.1)            (1.5)
                          Total . . . . . . . . . . . . . . .          359.8           331.3            304.0

Total Liabilities and Shareowner's Equity. . . . . . . . . .       $ 2,026.3        $2,110.9        $ 2,063.7
</TABLE>

See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>

                 Navistar Financial Corporation and Subsidiaries
                Statements of Consolidated Cash Flow (Unaudited)
                               Millions of Dollars
<S>                                                                              <C>            <C>

                                                                                  April        April
Six Months Ended                                                                   2002         2001
Cash Flow From Operations
              Net Income. . . . . . . . . . . . . . . . . . . . . . . . .        $ 27.9         $25.6
              Adjustment to reconcile net income to
               cash provided from operations:
                Gains on sales of receivables, net . . . . . . . . . . .          (23.5)        (18.0)
                Depreciation and amortization . . . . . . . . . . . . .            31.0          31.3
                Provision for losses on receivables . . . . . . . . . .            10.5          14.1
                Increase (decrease) in accounts payable to affiliates .            66.7        (253.6)
                Other . . . . . . . . . . . . . . . . . . . . . . . . .             2.4           1.5
                          Total. . . . . . . . . . . . . . . . . . . . .          115.0        (199.1)
Cash Flow From Investing Activities
              Proceeds from sold retail notes, net. . . . . . . . . . . .         999.0       1,275.2
              Change in amounts due and deferred from retail note sales .        (165.4)       (137.2)
              Purchases of retail notes and lease receivables . . . . . .        (436.5)       (429.3)
              Principal collections on retail notes and lease receivables,
                 net of change in unearned finance income . . . . . . . .         (20.9)         18.1
              (Repurchase of) proceeds from sold wholesale notes, net . .         (91.5)        (27.0)
              Cash collections, net of acquisitions, for wholesale
                 notes and accounts receivable. . . . . . . . . . . . . .         136.1          94.4
              Proceeds from sold retail accounts. . . . . . . . . . . . .             -          95.9
              Net (purchase)/sale or maturities of restricted
                 marketable securities. . . . . . . . . . . . . . . . . .        (328.9)       (423.8)
              Purchase of equipment leased to others. . . . . . . . . . .         (44.7)        (64.3)
              Sale of equipment leased to others. . . . . . . . . . . . .          13.9          34.7
              Proceeds from sale of discontinued operations . . . . . . .          63.3             -
                          Total. . . . . . . . . . . . . . . . . . . . .          124.4         436.7
Cash Flow From Financing Activities
              Net decrease in bank revolving credit facility usage. . . .        (303.0)       (225.0)
              Proceeds from issuance of convertible debt. . . . . . . . .         175.1             -
              Debt issuance costs . . . . . . . . . . . . . . . . . . . .          (5.6)            -
              Proceeds from long-term debt. . . . . . . . . . . . . . . .          31.2          77.7
              Principal payments on long-term debt. . . . . . . . . . . .         (68.3)        (60.5)
              Dividends paid to International . . . . . . . . . . . . . .            -          (26.0)
                          Total. . . . . . . . . . . . . . . . . . . . .         (170.6)       (233.8)
Increase in Cash and Cash Equivalents from
   Continuing Operations . . . . . . . . . . . . . . . . . . . . . . . .           68.8           3.8
Net Cash from Discontinued Operations. . . . . . . . . . . . . . . . . .              -           0.7
Cash and Cash Equivalents at Beginning of Period . . . . . . . . . . . .           22.3          41.6
Cash and Cash Equivalents at End of Period . . . . . . . . . . . . . . .         $ 91.1         $46.1
Supplementary disclosure of cash flow information:
  Interest paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . .         $ 30.5         $57.5
  Income taxes paid , net of refunds . . . . . . . . . . . . . . . . . .         $ 11.6         $ 4.5
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>



                         NAVISTAR FINANCIAL CORPORATION
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.   The  consolidated  financial  statements  include the  accounts of Navistar
     Financial   Corporation   ("NFC")   and   its   wholly-owned   subsidiaries
     ("Corporation").     International    Truck    and    Engine    Corporation
     ("International"),   which  is  wholly  owned  by  Navistar   International
     Corporation ("Navistar"), is the parent company of the Corporation.

     The  accompanying  unaudited  financial  statements  have been  prepared in
     accordance with accounting  policies  described in the  Corporation's  2001
     Annual  Report on Form  10-K and  should  be read in  conjunction  with the
     disclosures therein.

     In the opinion of management,  these interim financial  statements  reflect
     all  adjustments,  consisting of normal  recurring  accruals,  necessary to
     present fairly the results of operations, financial condition and cash flow
     for the interim  periods  presented.  Interim  results are not  necessarily
     indicative  of  results to be  expected  for the full  year.  Certain  2001
     amounts have been  reclassified to conform to the presentation  used in the
     2002 financial statements.


2.   The  Corporation  uses  derivative  financial  instruments  as  part of its
     overall interest rate risk management  strategy as further  described under
     Footnote 12 of the 2001 Annual Report on Form 10-K.

     The  Corporation  is exposed to interest  rate risk  relating to changes in
     market interest rates. As part of its overall  strategy to manage the level
     of exposure to the risk of interest rates adversely  affecting net interest
     income or expense, the Corporation uses interest rate swaps,  interest rate
     caps, and forward contracts.  The Corporation is also occasionally required
     by third parties to use derivative  instruments to make financing  possible
     under sold note  arrangements.  These  derivatives are used in asset-backed
     transactions  in  order  to  absorb  some   portfolio-related   risks.  The
     Corporation's policy prohibits the use of derivative financial  instruments
     for speculative purposes.

     On the date the Corporation enters into a derivative  contract,  management
     designates the derivative as either a hedging or a non-hedging  instrument.
     Additionally,   management   distinguishes   between  fair  value   hedging
     instruments,   cash  flow  hedging   instruments,   and  other   derivative
     instruments.
<PAGE>

                         NAVISTAR FINANCIAL CORPORATION
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


     The Corporation  recognizes all derivatives as assets or liabilities in the
     statement of financial  condition  and  measures  them at fair value.  When
     certain  criteria are met, it also provides for matching the timing of gain
     or  loss  recognition  on  the  derivative   hedging  instrument  with  the
     recognition  of (a)  changes  in the fair value or cash flows of the hedged
     asset or  liability  attributable  to the hedged  risk or (b) the  earnings
     effect of the hedged forecasted  transaction.  Changes in the fair value of
     derivatives,  which are not designated as or which do not qualify as hedges
     for accounting purposes, are reported in earnings.

     In connection  with the $179.0 million  floating rate portion of the $500.0
     million  sale of retail note  receivables  that closed on November 1, 2001,
     the Corporation  entered into two interest rate swaps.  The notional amount
     of each  interest  rate swap was $179.0  million.  As of April 30, 2002 the
     fair value of the swaps were offsetting  immaterial amounts. The purpose of
     these swaps was to convert  the  floating  rate  interest of the bonds into
     fixed rate  interest to match the interest  basis of the  receivables  pool
     sold to the owner trust,  and to protect the Corporation from interest rate
     volatility.  The net  outcome,  after  applying  the effect of these swaps,
     results in the Corporation paying a fixed rate of interest on the projected
     balance of the pool.  To the extent that actual pool  balances  differ from
     the projected balances, the Corporation has retained interest rate exposure
     on this difference.  These two derivatives are accounted for as non-hedging
     derivative instruments.
<PAGE>

                         NAVISTAR FINANCIAL CORPORATION
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


     As of April 30, 2002, the  Corporation has several  outstanding  derivative
     instruments  that were entered into before  fiscal year 2002.  One interest
     rate swap is classified as a cash flow hedge  derivative  instrument with a
     notional  amount of $33.0  million and a fair value as of April 30, 2002 of
     ($1.0) million.  The fair value of this  derivative  instrument as of April
     30, 2002 is recorded in Other  Liabilities in the Statement of Consolidated
     Financial  Condition  and the  change  in fair  value  for the  quarter  is
     recorded  net of tax in  Accumulated  Other  Comprehensive  Loss  as a $0.1
     million loss. The  Corporation  has two interest rate swap  agreements that
     are classified as non-hedging  derivative instruments with notional amounts
     of $11.4 million and $32.2 million.  As of April 30, 2002 their fair values
     were ($0.4) million and $1.3 million,  respectively.  The  Corporation  has
     three  interest  rate caps that are  classified as  non-hedging  derivative
     instruments  with notional  amounts of $75.2  million,  $500.0  million and
     $500.0 million.  As of April 30, 2002, their fair values were $0.1 million,
     $3.9 million and ($3.9)  million,  respectively.  As of April 30, 2002, the
     fair values of these  non-hedging  derivative  instruments  are recorded in
     Other Liabilities in the Statement of Consolidated Financial Condition. The
     changes in fair value for the quarter were  recorded in Retail Note Revenue
     and were not material.

3.   On  November  30,  2000,  the  Corporation's  Board of  Directors  approved
     management's  plan  for  the  sale  of  Harco  National  Insurance  Company
     ("Harco"), a wholly-owned  insurance subsidiary.  On November 30, 2001, the
     Corporation  completed  the  sale  of all  of the  stock  of  Harco  to IAT
     Reinsurance Syndicate Ltd., a Bermuda reinsurance company. Cash proceeds of
     $63.3 million were received.  The Harco insurance segment was accounted for
     as a discontinued operation,  and accordingly,  amounts in the consolidated
     financial  statements  and notes  thereto for all  periods  shown have been
     restated to reflect discontinued operations accounting.


4.   The  Corporation's  primary  business is to provide  wholesale,  retail and
     lease  financing  for  new  and  used  trucks  sold  by  International  and
     International's  dealers,  and  as  a  result,  the  Corporation's  finance
     receivables  and leases  have  significant  concentration  in the  trucking
     industry.   On  a  geographic  basis,   there  is  not  a  disproportionate
     concentration  of  credit  risk  in any  area  of the  United  States.  The
     Corporation  retains as  collateral  a security  interest in the  equipment
     associated with wholesale notes, retail notes and leases.
<PAGE>


                         NAVISTAR FINANCIAL CORPORATION
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)


     The Corporation  securitizes and sells finance receivables through Navistar
     Financial Retail  Receivables  Corporation  ("NFRRC"),  Navistar  Financial
     Securities Corporation ("NFSC"), Truck Retail Accounts Corporation ("TRAC")
     and Truck Engine Receivables Financing Corporation ("TERFCO"),  all special
     purpose, wholly-owned subsidiaries of the Corporation. The sales of finance
     receivables  in  each  of  the   securitizations   constitute  sales  under
     accounting  principles  generally  accepted in the United States,  with the
     result that the sold finance receivables are removed from the Corporation's
     balance sheet and the investor's  interests in the related trust or conduit
     are not reflected as liabilities.  However,  the special  purpose  entity's
     residual  interest in the  related  trusts or assets held by the conduit is
     reflected  on  the  Corporation's   Statement  of  Consolidated   Financial
     Condition as assets.  NFRRC, NFSC, TRAC and TERFCO have limited recourse on
     the sold finance  receivables and their assets are available to satisfy the
     claims of their creditors prior to such assets becoming available for their
     own  uses or to the  Corporation  or  affiliated  companies.  The  terms of
     receivable  sales  generally  require  the  Corporation  to provide  credit
     enhancements  in the form of over  collateralizations  and/or cash reserves
     with  the  trusts  and  conduits.  The use of  such  cash  reserves  by the
     Corporation  is  restricted  under  the  terms  of  the  securitized  sales
     agreements.  The  maximum  exposure  under  all  receivable  sale  recourse
     provisions  as of April 30, 2002 was $401.1  million;  however,  management
     believes the recorded allowance for losses are adequate.

     As of April 30, 2002, the Corporation had a $500.0 million revolving retail
     warehouse  facility due in October 2005. On October 16, 2000,  Truck Retail
     Installment  Paper  Corporation  ("TRIP"),  a special purpose  wholly-owned
     subsidiary of the  Corporation,  issued $475.0  million of senior class AAA
     rated  and  $25.0  million  of  subordinated  class A rated  floating  rate
     asset-backed  notes.  The proceeds were used to purchase  eligible  finance
     receivables from the Corporation and establish a revolving retail warehouse
     facility for the  Corporation's  retail  notes and leases,  other than fair
     market value leases.

     The  Corporation  continues  to service the sold finance  receivables,  for
     which a servicing  fee is  received.  Servicing  fees are earned on a level
     yield  basis  over the terms of the  related  finance  receivables  and are
     included in Servicing Fee Income.  Servicing fees are typically set at 1.0%
     of average  outstanding net finance receivable  balances,  representing the
     Corporation's estimated costs to service the finance receivables.
<PAGE>




                         NAVISTAR FINANCIAL CORPORATION
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


     Gains or losses on sales of finance  receivables  are estimated  based upon
     the  present  value of future  expected  cash flows using  assumptions  for
     prepayment speeds and current market interest rates.  These assumptions use
     management's  best  estimates  commensurate  with the  risks  involved.  An
     allowance for credit losses is provided prior to the  receivables  sale and
     is reclassified to Amounts Due from Sales of Receivables upon sale.

     Finance receivable  balances do not include finance receivables sold by the
     Corporation  to  public  and  private   investors  with  limited   recourse
     provisions. Outstanding sold finance receivable balances are as follows:
<TABLE>

<S>                                                                <C>                   <C>                 <C>
                                                             April 30            October 31            April 30
                                                               2002                 2001                 2001
                                                        -----------------    ------------------    ----------------
                                                                             ($ Millions)

      Retail notes, net of unearned finance.............      $2,078.4              $1,862.6             $2,421.3
      Wholesale notes...................................         693.6                 797.3                856.0
      Retail accounts...................................         200.0                 191.3                175.9
          Total.........................................      $2,972.0              $2,851.2             $3,453.2
</TABLE>

     Additional  financial data for serviced finance receivables as of April 30,
     2002 and for the six months then ended is as follows:
<TABLE>
<S>                                               <C>               <C>               <C>               <C>
                                                   Retail                            Wholesale
                                                    Notes           Leases             Notes           Accounts
                                                -------------    ------------     ---------------    --------------

                                                                      ($ Millions)
      Gross serviced finance
         receivables......................        $2,516.3          $498.0            $744.8            $351.2
      Gross serviced finance receivables with
         installments past due
          over 30 days....................                                               5.4              11.2
          over 60 days....................            23.4             5.3

      Credit losses net of recoveries.....             9.7             0.6               0.2               0.0
</TABLE>


     During the six months ended April 30,  2002,  the  Corporation  sold $888.0
     million of retail notes, net of unearned  finance income,  through NFRRC in
     two separate sales.  The Corporation sold the retail notes to owner trusts,
     which, in turn issued $1,000.0 million of asset-backed securities that were
     sold to investors.  Aggregate net gains of $23.5 million were recognized on
     these sales.  Aggregate  gains are net of $3.4 million in losses on forward
     rate contracts.  The  Corporation  uses forward rate contracts to limit its
     exposure to interest rate fluctuations on newly acquired retail notes prior
     to their inclusion in a securitization.
<PAGE>

                         NAVISTAR FINANCIAL CORPORATION
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


     As of April 30, 2002,  NFSC has in place a revolving  wholesale  note trust
     that  provides  for the  funding of $837.0  million of  eligible  wholesale
     notes.  The trust is comprised of three $200.0 million tranches of investor
     certificates  maturing in 2003,  2004 and 2008, a $212.0 million tranche of
     investor  certificates  maturing in 2005 and a variable funding certificate
     with a maximum capacity of $25.0 million.  This facility expires in January
     2003, with an option for renewal. As of April 30, 2002, TERFCO has in place
     a  revolving  trust that  provides  for the  funding  of $100.0  million of
     eligible Ford accounts  receivables.  This facility will mature in 2006. As
     of April 30, 2002,  TRAC has in place a revolving  retail  account  conduit
     that  provides  for the  funding  of  $100.0  million  of  eligible  retail
     accounts. This facility expires in August 2002 with an option for renewal.

     When finance  receivables are sold, the Corporation  retains an interest in
     the securitized receivables in the form of interest-only strips,  servicing
     rights, cash reserve accounts and subordinated certificates.  The following
     is a summary of  retained  interests  included in Amounts Due from Sales of
     Receivables:
<TABLE>
 <S>                                                             <C>                 <C>                   <C>
                                                              April 30            October 31          April 30
                                                                 2002                 2001                2001
                                                         -----------------  ---------------------  ---------------
                                                                                 ($ Millions)

      Cash held and invested by trusts..................        $153.5              $146.6                $176.3
      Subordinated retained interests in wholesale
         receivables....................................         126.7               127.1                 137.3
      Subordinated retained interests in retail
         receivables....................................          93.1                56.4                  82.0
      Interest-only strips..............................          27.7                10.1                  16.8
      Allowance for credit losses.......................         (18.4)              (16.7)                (21.2)
         Total..........................................        $382.6              $323.5                $391.2

</TABLE>
     The fair  value of cash  deposits  included  in  Amounts  Due from Sales of
     Receivables  approximates  the carrying value due to the short-term  nature
     and variable  interest rate terms of the cash  deposits.  The  subordinated
     retained  interests  in  wholesale   receivables   principally  consist  of
     wholesale  notes  or  marketable  securities.   The  subordinated  retained
     interests  in  retail  receivables  principally  consist  of  certain  cash
     collections  on retail  notes and retail  accounts.  Due to the  short-term
     nature of these assets, their fair value approximates carrying value.

<PAGE>


                         NAVISTAR FINANCIAL CORPORATION
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

     Key economic  assumptions used in measuring the interest-only  strip at the
     date of the securitization for securitizations  completed during the fiscal
     year and as of April 30, 2002 for all outstanding securitizations,  were as
     follows:
<TABLE>
<S>                                                  <C>                       <C>

                                                    At date of                  April 30,
                                                  Securitization                  2002
                                               --------------------         ----------------

     Prepayment speed........................      1.4%.- 1.6%               1.4% - 1.6%
     Weighted average remaining life.........        40 months                 31 months

     Residual cash flows discount rate.......    7.85%.- 9.61%                     6.93%
</TABLE>


     The impact of hypothetical 10% and 20% adverse changes in these assumptions
     would have no material effect on the fair value of the interest-only strips
     as of April 30, 2002.  These  sensitivities  are hypothetical and should be
     used with caution. The effect of a variation of a particular  assumption on
     the fair value of the interest-only  strips is calculated  without changing
     any other  assumption;  in  reality,  changes  in one  factor may result in
     changes in another.

     The following table  summarizes  certain cash flows received from and (paid
     to)  securitization  trusts/conduits  during the six months ended April 30,
     2002:
<TABLE>
<S>                                                                                 <C>
                                                                                    ($ Millions)
      Proceeds from initial sales of receivables, net..........................        $999.0
      Proceeds from subsequent sales of receivables into revolving facilities..       2,239.9
      Servicing fees received..................................................          11.8
      All other cash received from trusts.................................. ....        123.3
      Purchase of delinquent or foreclosed receivables.........................         (30.8)
      Cash used for pool buybacks..............................................         (44.6)
</TABLE>


5.   The allowance for losses on serviced  finance  receivables is summarized as
     follows:
<TABLE>
<S>                                                 <C>              <C>             <C>

                                                 April 30       October 31        April 30
                                                     2002             2001            2001
--------------------------------------------------------------------------------------------
                                                               ($ Millions)
Allowance for losses at beginning of period....     $30.0            $26.2           $26.2
Provision for losses...........................      10.5             27.8            14.1
Net losses charged to allowance................     (10.5)           (24.0)          (10.3)
     Allowance for losses at end of period.....     $30.0            $30.0           $30.0

Allowance pertaining to:
     Owned finance receivables.................     $11.6            $13.3            $8.8
     Sold finance receivables..................      18.4             16.7            21.2
         Total.................................     $30.0            $30.0           $30.0
</TABLE>
<PAGE>


                         NAVISTAR FINANCIAL CORPORATION
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


6.   On  November  18,  2001,  the  Corporation  entered  into an  agreement  to
     guarantee  the   peso-denominated   debt  of  Navistar's   Mexican  finance
     subsidiary,  Servicios Financieros Navistar, S.A. DE C.V., up to the amount
     of 500 million  pesos  (equivalent  to $53.4 million U.S.  dollars).  As of
     April 30,  2002,  the  outstanding  balance  of  peso-denominated  debt was
     equivalent to $53.4 million U.S. dollars.

     As of April 30, 2002, the Corporation  had an $820.0 million  contractually
     committed bank revolving credit facility that will mature in November 2005.
     Under the revolving  credit  agreement,  Navistar's  three Mexican  finance
     subsidiaries are permitted to borrow up to $100.0 million in the aggregate,
     which  is  guaranteed  by  the  Corporation.  As of  April  30,  2002,  the
     outstanding  balance on the Mexican  finance  subsidiaries'  portion of the
     revolver was $50.0 million.


7.   On  March  25,  2002,  the  Corporation  issued  $220.0  million  of  4.75%
     subordinated  exchangeable notes. The Corporation  received $175.1 million,
     before  expenses,  and Navistar  received  $50.5 million.  The  Corporation
     intends  to use the  proceeds  for  general  business  purposes,  including
     working capital.

     The notes are exchangeable before maturity into Navistar common stock at an
     initial exchange price of $55.73 per share, subject to adjustment under the
     terms of the  notes.  The  notes  will  mature  on April  1,  2009,  unless
     exchanged or redeemed at an earlier date.

     The  Corporation  may redeem  some or all of the notes on or after April 1,
     2005. In addition,  the holders may require the  Corporation  to repurchase
     the notes before April 1, 2009. The notes are general unsecured obligations
     of the  Corporation  and  are  subordinated  in  right  of  payment  to the
     Corporation's  existing and future senior indebtedness.  The notes are also
     effectively  subordinated to the  Corporation's  secured  indebtedness  and
     other   liabilities,   including  trade  payables,   of  the  Corporation's
     subsidiaries.

     As of April 30, 2002,  the  Corporation  had  unaccreted  discount of $49.8
     million related to the exchangeable notes.
<PAGE>
                         NAVISTAR FINANCIAL CORPORATION
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


8.   The Corporation's total comprehensive income was as follows:

<TABLE>
<S>                                        <C>          <C>              <C>          <C>
                                                Three Months                   Six Months
                                               Ended April 30                Ended April 30
                                           -----------------------      -------------------------
                                           ------------ ----------      ------------- -----------
                                               2002         2001             2002         2001
                                           ------------ ----------      ------------- -----------
                                                               ($ Millions)
       Net Income . . . . . . . . . . . .     $10.5        $12.8            $27.9        $25.6
       Change in net unrealized gain on
         derivative . . . . . . . . . . .      (0.1)           -              0.6            -
          Total Comprehensive Income. . .     $10.4        $12.8            $28.5        $25.6
</TABLE>
<PAGE>



                         NAVISTAR FINANCIAL CORPORATION
                                AND SUBSIDIARIES

ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF RESULTS OF  OPERATIONS  AND
     FINANCIAL CONDITION


Certain  statements under this caption,  which involve risks and  uncertainties,
constitute  "forward-looking   statements"  under  the  Securities  Reform  Act.
Navistar  Financial  Corporation's  ("Corporation")  actual  results  may differ
significantly  from the results  discussed in such  forward-looking  statements.
Factors  that might  cause such a  difference  include,  but are not limited to,
those discussed under the heading "Business Outlook."


Financing Volume

In the first  half of fiscal  2002  industry  retail  sales of Class 5 through 8
trucks  were  approximately  12.2%  lower than 2001.  The  Corporation's  retail
financing  acquisitions  in fiscal 2002,  include retail notes and leases,  were
$481.2  million,  2.5% lower than 2001.  The  decrease  was  primarily  due to a
reduction  in  industry  retail  sales  offset,  in part,  by an increase in the
Corporation's  finance market share of new International trucks sold in the U.S.
to 20.7% in 2002 from  15.2% in fiscal  2001.  Serviced  retail  notes and lease
financing balances totaled $2,796.4 million and $3,194.5 million as of April 30,
2002 and 2001, respectively.

The  Corporation  provided 96% of the wholesale  financing of new trucks sold to
International's  dealers  in the first  half of fiscal  2002 and 2001.  Serviced
wholesale  note  balances  were  $744.8  million as of April 30,  2002,  a 31.4%
decrease compared to the same period of 2001. The decrease is primarily due to a
decrease in dealer inventory levels in response to lower industry retail sales.


Results of Continuing Operations

Pretax  income was $44.6  million and $41.8  million in the first half of fiscal
2002 and 2001,  respectively.  The increase was  primarily  the result of higher
gains on sales of retail note receivables.

Retail  note  financing  revenue  was $50.9  million  in the first  half of 2002
compared  to $48.7  million in 2001.  The  increase is  primarily  the result of
higher  gains on sales of retail note  receivables.  Aggregate  net gains on the
sales were $23.5 million on $888.0 million of retail note  receivables and $18.0
million on  $1,275.0  million of retail  note  receivables  in the first half of
fiscal 2002 and 2001, respectively.
<PAGE>

                         NAVISTAR FINANCIAL CORPORATION
                                AND SUBSIDIARIES

ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF RESULTS OF  OPERATIONS  AND
     FINANCIAL CONDITION (continued)


Results of Continuing Operations (continued)

Lease financing  revenue was $46.9 million in the first half of 2002 compared to
$50.1  million in 2001.  The decrease is primarily  the result of lower  average
lease financing balances.

Wholesale  note  revenue  was $13.1  million  in the first  half of fiscal  2002
compared to $25.1  million in 2001.  The decrease is primarily a result of lower
average serviced wholesale balances.

Retail and wholesale account revenue was $10.0 million in the first half of 2002
compared to $15.3  million in fiscal 2001.  The decrease is primarily the result
of lower average serviced balances.

Servicing  fee income was $11.8 million in the first quarter of 2002 compared to
$16.3  million in the first  quarter of fiscal 2001.  The decrease was primarily
the result of lower average sold finance receivables balances.

Marketable  securities  revenue  was  $5.0  million  in the  first  half of 2002
compared to $13.3  million in 2001.  The  decrease was  primarily  the result of
lower average interest rates.

Borrowing  costs totaled $33.4 million in the first half of fiscal 2002 compared
with $59.3 million  during the first half of 2001. The decrease is primarily due
to the  Corporation's  lower weighted  average  interest rate on all debt and to
lower debt  balances.  Weighted  average  interest rate on all debt decreased to
4.3% in the  first  half of fiscal  2002  from 6.4% in the first  half of fiscal
2001.  The  decrease in the  Corporation's  weighted  average  interest  rate is
primarily a result of lower LIBOR rates.

Provision for losses on finance  receivables totaled $10.5 million for the first
half of 2002  compared  to $14.1  million  in  2001.  The  decrease  in 2002 was
primarily  due  to a  decrease  in  repossession  frequency.  The  Corporation's
allowance for losses as a percentage of serviced  finance  receivables was .77%,
..71% and .66% as of April  30,  2002,  October  31,  2001 and  April  30,  2001,
respectively.


Liquidity and Funds Management

The Corporation  has  traditionally  obtained the funds to provide  financing to
International's  dealers and retail customers from sales of finance receivables,
commercial paper, short and long-term bank borrowings, medium and long-term debt
and equity capital.  The  Corporation's  current debt ratings have made sales of
finance receivables the most economical source of funding.
<PAGE>


                         NAVISTAR FINANCIAL CORPORATION
                                AND SUBSIDIARIES

ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF RESULTS OF  OPERATIONS  AND
     FINANCIAL CONDITION (continued)


Liquidity and Funds Management (continued)

In March 2002,  Standard and Poor's and Fitch lowered the  Corporation's  senior
debt ratings to BB+ from BBB-,  while Fitch also lowered the  subordinated  debt
ratings to BB- from BB.

Operations  provided  $115.0 million in cash in the first half of 2002 primarily
because of the increase of $66.7 million in net accounts  payable to affiliates.
Financing  activities  provided  $124.4  million  to  cash  during  this  period
primarily as a result of the sale of retail notes and the sale of Harco National
Insurance  Company,  offset  by  purchases  of  marketable  securities  for  the
revolving  retail  warehouse  facility  and  purchases of retail notes and lease
receivables.  Financing activities used $170.6 million primarily to decrease the
bank revolving credit facility.

On March 25, 2002, the Corporation  issued $220.0 million of 4.75%  subordinated
exchangeable  notes. The Corporation  received $175.1 million,  before expenses,
and Navistar received $50.5 million. The Corporation intends to use the proceeds
for general business purposes, including working capital.

The  Corporation  securitizes  and sells finance  receivables  through  Navistar
Financial  Retail   Receivables   Corporation   ("NFRRC"),   Navistar  Financial
Securities Corporation ("NFSC"),  Truck Retail Accounts Corporation ("TRAC") and
Truck Engine Receivables Financing Corporation ("TERFCO"),  all special purpose,
wholly-owned  subsidiaries of the Corporation.  The sales of finance receivables
in each of the  securitizations  constitute  sales under  accounting  principles
generally  accepted in the United States,  with the result that the sold finance
receivables are removed from the Corporation's  balance sheet and the investor's
interests  in the related  trust or conduit are not  reflected  as  liabilities.
However, the special purpose entity's residual interest in the related trusts or
assets  held by the  conduit is  reflected  on the  Corporation's  Statement  of
Consolidated Financial Condition as assets.

During the six months ended April 30, 2002, the Corporation  sold $888.0 million
of retail notes, net of unearned  finance income,  through NFRRC in two separate
sales.  The  Corporation  sold the retail notes to owner trusts,  which, in turn
issued $1,000.0 million of asset-backed  securities that were sold to investors.
Aggregate net gains of $23.5 million were recognized on these sales. As of April
30, 2002,  the remaining  shelf  registration  available to NFRRC for the public
issuance of asset-backed securities was $2,500.0 million.
<PAGE>

                         NAVISTAR FINANCIAL CORPORATION
                                AND SUBSIDIARIES

ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF RESULTS OF  OPERATIONS  AND
     FINANCIAL CONDITION (continued)


Liquidity and Funds Management (continued)

In November 2000, the Corporation established Truck Engine Receivables Financing
Corporation, a special purpose,  wholly-owned subsidiary of the Corporation, for
the purpose of securitizing  engine accounts  receivable.  On November 21, 2000,
the Corporation  securitized all of its unsecured trade receivables generated by
the sale of diesel engines and engine service parts from International Truck and
Engine  Corporation  ("International")  to Ford Motor Company.  The  transaction
provides  for funding of $100.0  million  and  matures in 2006.  As of April 30,
2002, the Corporation has utilized $100.0 million of this facility.

Truck Retail Accounts Corporation, a special purpose, wholly-owned subsidiary of
the  Corporation,  has in place a revolving retail account conduit that provides
for the funding of $100.0 million of eligible retail  accounts.  As of April 30,
2002, the Corporation has utilized $100.0 million of this facility. The facility
expires in August 2002 with an option for renewal.

As of April 30, 2002,  Navistar Financial  Securities  Corporation  ("NFSC"),  a
special  purpose,  wholly-owned  subsidiary of the  Corporation,  has in place a
revolving  wholesale  note trust that provides for the funding of $837.0 million
of eligible wholesale notes. It is comprised of three $200.0 million tranches of
investor  certificates maturing in 2003, 2004 and 2008, a $212.0 million tranche
of investor certificates maturing in 2005 and variable funding certificates with
a maximum  capacity of $25.0  million  maturing in January 2003. As of April 30,
2002, NFSC has utilized $693.7 million of the revolving wholesale note trust.

As of  April  30,  2002,  available  funding  under  the bank  revolving  credit
facilities,  the revolving retail warehouse facility and the revolving wholesale
note trust was $1,165.3  million.  When combined with unrestricted cash and cash
equivalents,  $1,251.4  million  was  available  to fund  the  general  business
purposes of the Corporation.


Business Outlook

Retail deliveries of Class 5 through Class 8 trucks,  including school buses, in
the U.S. in fiscal 2002 are forecasted to decrease  approximately 9% from fiscal
2001.  Increased  volatility in the capital  markets is likely to put additional
pressure on the funding rates available to the  Corporation in the  asset-backed
public market and other debt financing markets.

Management  believes that  collections on the  outstanding  finance  receivables
portfolio plus cash available from the  Corporation's  various  funding  sources
will permit Navistar Financial Corporation to meet the financing requirements of
International's dealers and retail customers through 2002 and beyond.
<PAGE>


                         NAVISTAR FINANCIAL CORPORATION
                                AND SUBSIDIARIES


                           PART II - OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

No reports on Form 8-K were filed during the three months ended April 30, 2002.





                                    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 thereunto duly authorized.



                                                  Navistar Financial Corporation
                                                            (Registrant)





Date June 10, 2002                            /s/Ronald D. Markle
                                                 R. D. Markle
                                                 Vice President and Controller
                                                 (Principal Accounting Officer)