exhibit4.20



                                                                                                       EXHIBIT 4.20










                                       8% SENIOR SUBORDINATED NOTES DUE 2008


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

                                          SECOND SUPPLEMENT TO INDENTURE

                                            DATED AS OF AUGUST 22, 2001

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


                                        NAVISTAR INTERNATIONAL CORPORATION,
                                                    AS ISSUER,

                                                        AND

                                            BNY MIDWEST TRUST COMPANY,
                                                    AS TRUSTEE





















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                                                                                           EXHIBIT 4.20 (CONTINUED)


                                          SECOND SUPPLEMENT TO INDENTURE

         This Second  Supplement to Indenture is dated as of August 22, 2001 by and between Navistar  International
Corporation,  a Delaware  corporation  (the  "Company"),  International  Truck and Engine  Corporation,  a Delaware
corporation,  as  Subsidiary  Guarantor,  and BNY Midwest  Trust  Company,  an Illinois  banking  corporation  (the
"Trustee"),  as successor to Harris Trust and Savings Bank,  with respect to the  Company's 8% Senior  Subordinated
Notes due 2008 (this  "Second  Supplement").  Capitalized  terms  used but not  otherwise  defined  in this  Second
Supplement shall have the meanings ascribed to such terms in the Indenture (hereinafter defined).

         WHEREAS,  the Company and the Trustee entered into that certain Indenture,  dated as February 4, 1998, and
as  amended  by the  First  Supplement  to  Indenture,  dated  as of  May  31,  2001,  by and  among  the  Company,
International  Truck and Engine  Corporation and the Trustee (as may be further amended and supplemented  from time
to time in accordance with its terms, the "Indenture");

         WHEREAS,  Section 9.1 of the Indenture  provides  that,  when  authorized by  resolutions  of its Board of
Directors,  the Company and the Trustee may,  without the consent of any Holders,  amend,  waive or supplement  the
Indenture  without  notice to or consent of any  Holder to,  among  other  things,  cure any  ambiguity,  defect or
inconsistency  in the Indenture;  provided that such amendment or supplement  does not adversely  affect the rights
of any Holder;

         WHEREAS,  clause (iii) of Section 4.18  (Limitation  on Restricted  Payments) of the  Indenture  currently
restricts  the ability of the Company or any of its  Restricted  Subsidiaries  to make a payment on a guarantee  of
any  obligation of any Person (the  "Guarantee  Payment  Restriction"),  including  any  guarantee  entered into in
compliance with clause (xii) of Section 4.9 or required by Section 4.15 of the Indenture;

         WHEREAS,  the Guarantee  Payment  Restriction is inconsistent  with other more specific  provisions of the
Indenture,  including:  (A) clause (xii) of Section 4.9 (Limitation on Incurrence of  Indebtedness),  which permits
the Company or any Restricted  Subsidiary to guarantee  Indebtedness  of the Company or any  Restricted  Subsidiary
permitted  to be incurred  under  another  provision  the  applicable  covenant;  (B) Section 4.15  (Limitation  on
Guarantees by Restricted  Subsidiaries),  which requires Restricted  Subsidiaries to guarantee the Securities under
certain  circumstances;  and (C) clause  (xiii) of the  definition of  "Permitted  Investments,"  which enables the
Company or any of its  Restricted  Subsidiaries  to make  unlimited  Investments in the Company or any Wholly Owned
Subsidiary;

         WHEREAS,  pursuant to Section 9.1 of the Indenture,  the Trustee is authorized to execute and deliver this
Second Supplement;

         NOW,  THEREFORE,  in  consideration  of the premises and for other good and  valuable  consideration,  the
receipt  and  sufficiency  of  which  are  hereby  acknowledged,  the  parties  hereby  agree,  for the  equal  and
proportionate benefit of all Holders of the Securities, as follows:



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                                                                                           EXHIBIT 4.20 (CONTINUED)


                                                      ARTICLE I
                                                 INDENTURE AMENDMENT

         Section 1.01      Amendment to Section  4.18.  Clause (iii) of the first  paragraph of Section 4.18 of the
Indenture  shall hereby be amended and  supplemented by deleting such clause (iii) in its entirety and replacing it
to read as follows:  "(iii) make any Investment  (other than a Permitted  Investment) in, or payment on a guarantee
of any  obligation  of  (other  than  a  guarantee  of  Indebtedness  of the  Company  or any of its  Wholly  Owned
Subsidiaries  permitted  under  clause  (xii) of Section  4.9 or a  guarantee  of the  Securities  by a  Restricted
Subsidiary required under Section 4.15), any Person; or."


                                                     ARTICLE II
                                              MISCELLANEOUS PROVISIONS

         Section 2.01      Instruments to be Read Together.  This Second  Supplement is an indenture  supplement to
and in  implementation  of the Indenture,  and said Indenture and this Second  Supplement  shall henceforth be read
together.

         Section 2.02      Confirmation.  The Indenture,  as amended and  supplemented  by this Second  Supplement,
is in all respects confirmed and preserved.

         Section 2.03      Counterparts.  This Second  Supplement  may be  executed in any number of  counterparts,
each of which,  when so executed,  shall be deemed to be an original,  but all of which shall  together  constitute
one and the same instrument.

         Section 2.04      Effectiveness.  This Second  Supplement  shall  become  effective  immediately  upon its
execution in accordance with the provisions of Article IX of the Indenture.

         Section 2.05      GOVERNING  LAW.  THIS  SECOND   SUPPLEMENT  SHALL  BE  GOVERNED  BY,  AND  CONSTRUED  IN
ACCORDANCE  WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. THE COMPANY AGREES TO SUBMIT TO THE  JURISDICTION  OF
THE COURTS OF THE STATE OF NEW YORK,  COUNTY OF NEW YORK,  IN ANY ACTION OR  PROCEEDING  ARISING OUT OF OR RELATING
TO THIS SECOND SUPPLEMENT.

         Section 2.06      Disclaimer  of  Trustee's  Responsibility.  In  executing  this Second  Supplement,  the
Trustee  shall be entitled  to all the  privileged  and  immunities  afforded  to the  Trustee  under the terms and
conditions of the Indenture.

                                                 *     *     *     *





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                                                                                           EXHIBIT 4.20 (CONTINUED)


IN WITNESS  WHEREOF,  the parties hereto have caused this Second  Supplement to Indenture to be duly executed as of
the date first above written.

        


                                                     NAVISTAR INTERNATIONAL CORPORATION


                                                     By:      /s/ Thomas M. Hough
                             -----------------------------------------------------
                                                     Name:    Thomas M. Hough
                                                     Its:     Vice President and Treasurer



                                                     BNY MIDWEST TRUST COMPANY


                                                     By:      /s/ D. G. Donovan
                                    -----------------------------------------------------
                                                     Name:    D.G. Donovan
                                                     Its:     Assistant Vice President




                                                     INTERNATIONAL TRUCK AND ENGINE
                                                     CORPORATION


                                                     By:      /s/ Thomas M. Hough
                             -----------------------------------------------------
                                                     Name:    Thomas M. Hough
                                                     Its:     Vice President and Treasurer






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