<PAGE>


       As filed with the Securities and Exchange Commission on May 5, 1999
                                                 Registration No. 333-__________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                   ----------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                       NAVISTAR INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

            Delaware                                            36-3359573
  (State or other jurisdiction                              (I.R.S. Employer
 of incorporation or organization)                        Identification Number)

                         455 North Cityfront Plaza Drive
                             Chicago, Illinois 60611
                            Telephone: (312) 836-2000
                    (Address of principal executive offices)
                                   ----------

                                    NAVISTAR
                         1994 PERFORMANCE INCENTIVE PLAN
                                    ---------

                       NAVISTAR INTERNATIONAL CORPORATION
                             1998 INTERIM STOCK PLAN
                                    ---------

                                    NAVISTAR
                          1998 SUPPLEMENTAL STOCK PLAN
                              (Full title of plans)
                                    ---------

                               Robert A. Boardman
                    Senior Vice President and General Counsel
                       Navistar International Corporation
                         455 North Cityfront Plaza Drive
                             Chicago, Illinois 60611
                            Telephone: (312) 836-2000
            (Name, address and telephone number of agent for service)


<TABLE>
<CAPTION>

                                          Calculation of Registration Fee
---------------------------- ------------------ ---------------------- ------------------------- -------------------
<S>                          <S>                <S>                    <S>                       <S>
Title of Securities          Amount to be       Proposed maximum       Proposed maximum          Amount of
to be registered             registered (1)     offering price per     aggregate offering price  registration fee
                                                share (2)
---------------------------- ------------------ ---------------------- ------------------------- -------------------
<S>                          <C>                <C>                    <C>                       <C>
Common Stock, par value      6,000,000          $48.531                $291,186,000              $80,950
$0.10, and associated        shares(3)
rights
---------------------------- ------------------ ---------------------- ------------------------- -------------------

<FN>
(1)      Pursuant to Rule 416 of the Securities Act, this Registration Statement
         also  covers  such  additional  shares  of Common  Stock as may  become
         issuable  pursuant to  anti-dilution  provisions of the plans described
         herein.
(2)      Estimated  pursuant to Rule 457(h) based on the average of the high and
         low prices of the shares  reported  on the New York Stock  Exchange  on
         April 28, 1999.
(3)      Shares   reserved  for  issuance  under  the  Navistar 1994 Performance
         Incentive Plan, the  Navistar  International  Corporation  1998 Interim
         Stock Plan and the Navistar 1998 Supplemental Stock Plan.
</FN>
</TABLE>


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

             Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporation of Certain Documents by Reference.

             The  following  documents  filed with the  Securities  and Exchange
Commission (the "Commission") are incorporated herein by reference:

             (a) Navistar International  Corporation's (the "Registrant") Annual
Report on Form 10-K for the year ended October 31, 1998.

             (b) The Registrant's Proxy Statement, dated January 19, 1999.

             (c)  The  Registrant's  Quarterly  Report  on  Form  10-Q  for  the
quarterly period ended January 31, 1999.

             (d) The  Registrant's  Current  Report on Form 8-K, dated April 20,
1999.

             (e) The description of the  Registrant's  Common Stock contained in
the Registrant's  Form S-1 (Registration No. 33-50327) filed pursuant to Section
12(b) of the Exchange  Act,  including  any  amendments or reports filed for the
purpose of updating such description.

             (f) The  description of the  Registrant's  Preferred Stock Purchase
Rights  contained  in the  Registrant's  Form 8-A  (File  No.  001-09618)  filed
April 20, 1999  pursuant to Section  12(b) of the Exchange  Act,  including  any
amendments or reports filed for the purpose of updating such description.

             (g) All  reports  and  other  documents  subsequently  filed by the
Registrant  pursuant to Section 13(a),  13(c),  and 14 and 15(d) of the Exchange
Act,  prior to filing of a  post-effective  amendment  which  indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and to be a part  hereof  from  the  date  of the  filing  of such  reports  and
documents.

             Any statement contained in a document  incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein  or any  other  subsequently  filed  document  which  also  is
incorporated  or deemed to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


                                        1
<PAGE>


Item 4.      Description of Securities.

             Not applicable.

Item 5.      Interests of Named Experts and Counsel.

             Robert A. Boardman, Senior  Vice  President and  General Counsel of
the Registrant, has delivered an opinion to the effect that the shares of Common
Stock covered by this Registration  Statement will be legally issued, fully paid
and  non-assessable.  Mr.  Boardman  beneficially  owns  41,118  shares  of  the
Registrant's Common Stock and has options to acquire an additional 56,700 shares
of the Registrant's Common Stock.

Item 6.      Indemnification of Directors and Officers.

             The  Registrant  is  incorporated  under  the laws of the  State of
Delaware.  Section 145 of the General  Corporation  Law of the State of Delaware
provides that a Delaware  corporation  may indemnify any persons who are, or are
threatened to be made,  parties to any threatened,  pending or completed action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other than an action by or in the right of such corporation),  by reason of the
fact that such person is or was an officer, director,  employee or agent of such
corporation,  or is or was  serving  at the  request  of such  corporation  as a
director,  officer, employee or agent of another corporation or enterprise.  The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action, suit or proceedings,  provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's  best  interests  and,  with  respect  to any  criminal  action or
proceedings,  had no reasonable cause to believe that his conduct was illegal. A
Delaware  corporation  may also indemnify any persons who are, or are threatened
to be made, a party to any threatened, pending or completed action or suit by or
in the right of the  corporation  by reason of the fact that such  person  was a
director,  officer, employee or agent of such corporation,  or is or was serving
at the request of such corporation as a director,  officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
with the  defense or  settlement  of such action or suit,  provided  such person
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the corporation's  best interests except that no  indemnification  is
permitted without judicial approval if the officer or director is adjudged to be
liable  to the  corporation.  To the  extent  that an  officer  or  director  is
successful  on the merits or otherwise in the defense of any action  referred to
above,  the  corporation  must  indemnify  him against the  expenses  which such
officer or director has actually and reasonably incurred in connection with such
defense.

             Under Article Ninth of the  Registrant's  Restated  Certificate  of
Incorporation and Article XII of its By-Laws,  as amended,  the Registrant shall
indemnify  any  person  who was or is made a party or is  threatened  to be made
party to or is otherwise  involved in any action,  suit or proceedings,  whether
civil, criminal,  administrative or investigative, by reason of the fact that he
or she  is or was a  director  or  officer  of  the  Registrant  (including  any
predecessor corporation of the Registrant),  or is or was serving at the request
of  the  Registrant  as a  director,  officer,  employee  or  agent  of  another
corporation  or of a  partnership,  joint  venture,  trust or other  enterprise,
including service with respect to employee benefit plans,  against all expenses,
liability and loss (including  attorneys' fees,  judgments,  fines, ERISA excise
taxes or  penalties  and  amounts  paid in  settlement)  reasonably  incurred or
suffered by such person in connection therewith to the fullest extent authorized
by  the  General  Corporation  Law of the  State  of  Delaware.  Such  right  of
indemnification  shall be a  contract  right and shall not be  exclusive  of any
other  right  which such  directors,  officers  or  representatives  may have or
hereafter acquire under any statute,  the Registrant's  Restated  Certificate of
Incorporation,  the  Registrant's  By-Laws,  agreement,  vote of stockholders or
disinterested directors or otherwise.


                                        2
<PAGE>


             In  addition,  Section  102 of the General  Corporation  Law of the
State of Delaware allows a corporation to eliminate the personal  liability of a
director of a corporation to the corporation or to any of its  stockholders  for
monetary  damages for a breach of  fiduciary  duty as a director,  except in the
case where the director  (i) breaches his duty of loyalty,  (ii) fails to act in
good faith, engages in intentional misconduct or knowingly violates a law, (iii)
authorized the payment of a dividend or approves a stock repurchase in violation
of the  General  Corporation  Law of the State of  Delaware  or (iv)  obtains an
improper  personal  benefit.   Article  Eighth  of  the  Registrant's   Restated
Certificate of Incorporation  includes a provision which  eliminates  directors'
personal  liability to the full extent  permitted under the General  Corporation
Law of the State of Delaware.

             The  Registrant  maintains  a  policy  of  directors  and  officers
liability insurance covering certain  liabilities  incurred by its directors and
officers in connection with the performance of their duties.

Item 7.      Exemption from Registration Claimed.

             Not applicable.

Item 8.      Exhibits.

             Reference is made to the Exhibit  Index that  immediately  precedes
the exhibits filed with this Registration Statement.

Item 9.      Undertakings.

             (a)  The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
             being  made,  a  post-effective   amendment  to  this  Registration
             Statement:

                         (i) To  include  any  prospectus  required  by  Section
                    10(a)(3) of the Securities Act of 1933;

                         (ii) To reflect in the  prospectus  any facts or events
                    arising  after  the  effective  date  of  the   Registration
                    Statement  (or  the  most  recent  post-effective  amendment
                    thereof) which, individually or in the aggregate,  represent
                    a  fundamental  change in the  information  set forth in the
                    Registration Statement.  Notwithstanding the foregoing,  any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of  securities  offered  would not exceed
                    that which was registered) and any deviation from the low or
                    high end of the  estimated  maximum  offering  range  may be
                    reflected  in  the  form  of   prospectus   filed  with  the
                    Commission pursuant to Rule 424(b) if, in the aggregate, the
                    changes  in volume  and price  represent  no more than a 20%
                    change in the maximum aggregate  offering price set forth in
                    the "Calculation of Registration Fee" table in the effective
                    registration statement;

                         (iii) To include any material  information with respect
                    to the plan of distribution not previously  disclosed in the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

             provided,  however,  that the  undertakings set forth in paragraphs
             --------   -------
             (i) and (ii) above do not apply if the Registration Statement is on
             Form S-3, Form S-8 or Form F-3, and the information  required to be
             included  in a  post-effective  amendment  by those  paragraphs  is
             contained in the periodic reports filed by the Registrant  pursuant
             to Section 13 or 15(d) of the Exchange Act that are incorporated by
             reference in this Registration Statement.


                                        3
<PAGE>


                  (2) That, for the purpose of determining  any liability  under
             the Securities Act, each  post-effective  amendment shall be deemed
             to be a new  registration  statement  relating  to  the  securities
             offered  therein,  and the offering of such securities at that time
             shall be deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
             amendment  any of the  securities  being  registered  which  remain
             unsold at the termination of the offering.

             (b) The  undersigned  Registrant  hereby  undertakes  that, for the
purposes of  determining any liability  under  the  Securities  Act, each filing
of the  Registrant's  annual  report  pursuant to Section  13(a) or 15(d) of the
Exchange Act (and, where applicable,  each filing of any employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

             (c)  Insofar as indemnification for liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.


                                        4
<PAGE>


                                   SIGNATURES

The Registrant

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Chicago, State of Illinois, on May 5, 1999.


                                   NAVISTAR INTERNATIONAL CORPORATION


                                   By:     /s/ Robert C. Lannert
                                           ----------------------------
                                   Name:  Robert C. Lannert
                                   Title: Executive Vice President and
                                          Chief Financial Officer
                                          (Principal Financial Officer)


                                        5
<PAGE>


                                POWER OF ATTORNEY


         Each person whose signature appears below does hereby make,  constitute
and appoint John R. Horne,  Robert C. Lannert,  Robert A. Boardman,  and Mark T.
Schwetschenau   and  each  of  them   acting   individually,   true  and  lawful
attorneys-in-fact  and agents  with power to act without the other and with full
power of  substitution,  to execute,  deliver and file, for and on such person's
behalf,  and in such  person's  name and capacity or capacities as stated below,
any amendment, exhibit or supplement to this Registration Statement, making such
changes  in  the   Registration   Statement  as  such   attorney-in-fact   deems
appropriate.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement and Power of Attorney have been signed on May 5, 1999 by
the following persons in the capacities indicated.



            Signature                                     Capacity
            ---------                                     --------

/s/ John R. Horne                           Chairman, President and
---------------------------------           Chief Executive Officer and Director
         John R. Horne                      (Principal Executive Officer)


/s/ Robert C. Lannert                       Executive Vice President and
---------------------------------           Chief Financial Officer and Director
         Robert C. Lannert                  (Principal Financial Officer)


/s/ Mark T. Schwetschenau                   Vice President and Controller
---------------------------------           (Principal Accounting Officer)
         Mark T. Schwetschenau                          


/s/ William F. Andrews                      Director
---------------------------------
         William F. Andrews


---------------------------------           Director
         Y. Marc Belton


---------------------------------           Director
         John D. Correnti


/s/ Jerry E. Dempsey                        Director
---------------------------------
         Jerry E. Dempsey


/s/ Dr. Abbie J. Griffin                    Director
---------------------------------
         Dr. Abbie J. Griffin


/s/ Michael N. Hammes                       Director
---------------------------------
         Michael N. Hammes


/s/ Allen J. Krowe                          Director
---------------------------------
         Allen J. Krowe



---------------------------------           Director
         Walter J. Laskowski


---------------------------------           Director
         William F. Patient


                                        6
<PAGE>




                                INDEX TO EXHIBITS



Exhibit Number   Description                          Sequentially Numbered Page
--------------   -----------------------------------  --------------------------


5.1              Opinion of Robert A. Boardman with              E-1
                 respect to the legality of the
                 shares of the Common Stock being
                 registered.

23.1             Consent of Deloitte & Touche LLP                E-3

23.2             Consent of Robert A. Boardman
                 (included in opinion filed as
                 Exhibit 5.1)

24.1             Powers of Attorney (included on the
                 signature page of this Registration
                 Statement)


                                        7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22399}]
{"company-data": {"conformed-name": "NAVISTAR INTERNATIONAL CORP /DE/NEW", "cik": "0000808450", "assigned-sic": "3711", "irs-number": "363359573", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77781", "film-number": "99610956"}, "business-address": {"street1": "455 N CITYFRONT PLAZA DR", "city": "CHICAGO", "state": "IL", "zip": "60611", "phone": "3128362000"}, "mail-address": {"street1": "455 N CITYFRONT PLAZA DRIVE", "street2": "455 N CITYFRONT PLAZA DRIVE", "city": "CHICAGO", "state": "IL", "zip": "60611"}, "former-company": {"former-conformed-name": "NAVISTAR HOLDING INC", "date-changed": "19870528"}}
As filed with the Securities and Exchange Commission on May 5, 1999
                                                 Registration No. 333-__________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                   ----------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                       NAVISTAR INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

            Delaware                                            36-3359573
  (State or other jurisdiction                              (I.R.S. Employer
 of incorporation or organization)                        Identification Number)

                         455 North Cityfront Plaza Drive
                             Chicago, Illinois 60611
                            Telephone: (312) 836-2000
                    (Address of principal executive offices)
                                   ----------

                                    NAVISTAR
                         1994 PERFORMANCE INCENTIVE PLAN
                                    ---------

                       NAVISTAR INTERNATIONAL CORPORATION
                             1998 INTERIM STOCK PLAN
                                    ---------

                                    NAVISTAR
                          1998 SUPPLEMENTAL STOCK PLAN
                              (Full title of plans)
                                    ---------

                               Robert A. Boardman
                    Senior Vice President and General Counsel
                       Navistar International Corporation
                         455 North Cityfront Plaza Drive
                             Chicago, Illinois 60611
                            Telephone: (312) 836-2000
            (Name, address and telephone number of agent for service)
Calculation of Registration Fee
---------------------------- ------------------ ---------------------- ------------------------- -------------------
Title of Securities          Amount to be       Proposed maximum       Proposed maximum          Amount of
to be registered             registered (1)     offering price per     aggregate offering price  registration fee
                                                share (2)
---------------------------- ------------------ ---------------------- ------------------------- -------------------
Common Stock, par value      6,000,000          $48.531                $291,186,000              $80,950
$0.10, and associated        shares(3)
rights
---------------------------- ------------------ ---------------------- ------------------------- -------------------
(1)      Pursuant to Rule 416 of the Securities Act, this Registration Statement
         also  covers  such  additional  shares  of Common  Stock as may  become
         issuable  pursuant to  anti-dilution  provisions of the plans described
         herein.
(2)      Estimated  pursuant to Rule 457(h) based on the average of the high and
         low prices of the shares  reported  on the New York Stock  Exchange  on
         April 28, 1999.
(3)      Shares   reserved  for  issuance  under  the  Navistar 1994 Performance
         Incentive Plan, the  Navistar  International  Corporation  1998 Interim
         Stock Plan and the Navistar 1998 Supplemental Stock Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

             Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporation of Certain Documents by Reference.

             The  following  documents  filed with the  Securities  and Exchange
Commission (the "Commission") are incorporated herein by reference:

             (a) Navistar International  Corporation's (the "Registrant") Annual
Report on Form 10-K for the year ended October 31, 1998.

             (b) The Registrant's Proxy Statement, dated January 19, 1999.

             (c)  The  Registrant's  Quarterly  Report  on  Form  10-Q  for  the
quarterly period ended January 31, 1999.

             (d) The  Registrant's  Current  Report on Form 8-K, dated April 20,
1999.

             (e) The description of the  Registrant's  Common Stock contained in
the Registrant's  Form S-1 (Registration No. 33-50327) filed pursuant to Section
12(b) of the Exchange  Act,  including  any  amendments or reports filed for the
purpose of updating such description.

             (f) The  description of the  Registrant's  Preferred Stock Purchase
Rights  contained  in the  Registrant's  Form 8-A  (File  No.  001-09618)  filed
April 20, 1999  pursuant to Section  12(b) of the Exchange  Act,  including  any
amendments or reports filed for the purpose of updating such description.

             (g) All  reports  and  other  documents  subsequently  filed by the
Registrant  pursuant to Section 13(a),  13(c),  and 14 and 15(d) of the Exchange
Act,  prior to filing of a  post-effective  amendment  which  indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and to be a part  hereof  from  the  date  of the  filing  of such  reports  and
documents.

             Any statement contained in a document  incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein  or any  other  subsequently  filed  document  which  also  is
incorporated  or deemed to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

                                        1
Item 4.      Description of Securities.

             Not applicable.

Item 5.      Interests of Named Experts and Counsel.

             Robert A. Boardman, Senior  Vice  President and  General Counsel of
the Registrant, has delivered an opinion to the effect that the shares of Common
Stock covered by this Registration  Statement will be legally issued, fully paid
and  non-assessable.  Mr.  Boardman  beneficially  owns  41,118  shares  of  the
Registrant's Common Stock and has options to acquire an additional 56,700 shares
of the Registrant's Common Stock.

Item 6.      Indemnification of Directors and Officers.

             The  Registrant  is  incorporated  under  the laws of the  State of
Delaware.  Section 145 of the General  Corporation  Law of the State of Delaware
provides that a Delaware  corporation  may indemnify any persons who are, or are
threatened to be made,  parties to any threatened,  pending or completed action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other than an action by or in the right of such corporation),  by reason of the
fact that such person is or was an officer, director,  employee or agent of such
corporation,  or is or was  serving  at the  request  of such  corporation  as a
director,  officer, employee or agent of another corporation or enterprise.  The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action, suit or proceedings,  provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's  best  interests  and,  with  respect  to any  criminal  action or
proceedings,  had no reasonable cause to believe that his conduct was illegal. A
Delaware  corporation  may also indemnify any persons who are, or are threatened
to be made, a party to any threatened, pending or completed action or suit by or
in the right of the  corporation  by reason of the fact that such  person  was a
director,  officer, employee or agent of such corporation,  or is or was serving
at the request of such corporation as a director,  officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
with the  defense or  settlement  of such action or suit,  provided  such person
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the corporation's  best interests except that no  indemnification  is
permitted without judicial approval if the officer or director is adjudged to be
liable  to the  corporation.  To the  extent  that an  officer  or  director  is
successful  on the merits or otherwise in the defense of any action  referred to
above,  the  corporation  must  indemnify  him against the  expenses  which such
officer or director has actually and reasonably incurred in connection with such
defense.

             Under Article Ninth of the  Registrant's  Restated  Certificate  of
Incorporation and Article XII of its By-Laws,  as amended,  the Registrant shall
indemnify  any  person  who was or is made a party or is  threatened  to be made
party to or is otherwise  involved in any action,  suit or proceedings,  whether
civil, criminal,  administrative or investigative, by reason of the fact that he
or she  is or was a  director  or  officer  of  the  Registrant  (including  any
predecessor corporation of the Registrant),  or is or was serving at the request
of  the  Registrant  as a  director,  officer,  employee  or  agent  of  another
corporation  or of a  partnership,  joint  venture,  trust or other  enterprise,
including service with respect to employee benefit plans,  against all expenses,
liability and loss (including  attorneys' fees,  judgments,  fines, ERISA excise
taxes or  penalties  and  amounts  paid in  settlement)  reasonably  incurred or
suffered by such person in connection therewith to the fullest extent authorized
by  the  General  Corporation  Law of the  State  of  Delaware.  Such  right  of
indemnification  shall be a  contract  right and shall not be  exclusive  of any
other  right  which such  directors,  officers  or  representatives  may have or
hereafter acquire under any statute,  the Registrant's  Restated  Certificate of
Incorporation,  the  Registrant's  By-Laws,  agreement,  vote of stockholders or
disinterested directors or otherwise.

                                        2
In  addition,  Section  102 of the General  Corporation  Law of the
State of Delaware allows a corporation to eliminate the personal  liability of a
director of a corporation to the corporation or to any of its  stockholders  for
monetary  damages for a breach of  fiduciary  duty as a director,  except in the
case where the director  (i) breaches his duty of loyalty,  (ii) fails to act in
good faith, engages in intentional misconduct or knowingly violates a law, (iii)
authorized the payment of a dividend or approves a stock repurchase in violation
of the  General  Corporation  Law of the State of  Delaware  or (iv)  obtains an
improper  personal  benefit.   Article  Eighth  of  the  Registrant's   Restated
Certificate of Incorporation  includes a provision which  eliminates  directors'
personal  liability to the full extent  permitted under the General  Corporation
Law of the State of Delaware.

             The  Registrant  maintains  a  policy  of  directors  and  officers
liability insurance covering certain  liabilities  incurred by its directors and
officers in connection with the performance of their duties.

Item 7.      Exemption from Registration Claimed.

             Not applicable.

Item 8.      Exhibits.

             Reference is made to the Exhibit  Index that  immediately  precedes
the exhibits filed with this Registration Statement.

Item 9.      Undertakings.

             (a)  The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
             being  made,  a  post-effective   amendment  to  this  Registration
             Statement:

                         (i) To  include  any  prospectus  required  by  Section
                    10(a)(3) of the Securities Act of 1933;

                         (ii) To reflect in the  prospectus  any facts or events
                    arising  after  the  effective  date  of  the   Registration
                    Statement  (or  the  most  recent  post-effective  amendment
                    thereof) which, individually or in the aggregate,  represent
                    a  fundamental  change in the  information  set forth in the
                    Registration Statement.  Notwithstanding the foregoing,  any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of  securities  offered  would not exceed
                    that which was registered) and any deviation from the low or
                    high end of the  estimated  maximum  offering  range  may be
                    reflected  in  the  form  of   prospectus   filed  with  the
                    Commission pursuant to Rule 424(b) if, in the aggregate, the
                    changes  in volume  and price  represent  no more than a 20%
                    change in the maximum aggregate  offering price set forth in
                    the "Calculation of Registration Fee" table in the effective
                    registration statement;

                         (iii) To include any material  information with respect
                    to the plan of distribution not previously  disclosed in the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

             provided,  however,  that the  undertakings set forth in paragraphs
             --------   -------
             (i) and (ii) above do not apply if the Registration Statement is on
             Form S-3, Form S-8 or Form F-3, and the information  required to be
             included  in a  post-effective  amendment  by those  paragraphs  is
             contained in the periodic reports filed by the Registrant  pursuant
             to Section 13 or 15(d) of the Exchange Act that are incorporated by
             reference in this Registration Statement.

                                        3
(2) That, for the purpose of determining  any liability  under
             the Securities Act, each  post-effective  amendment shall be deemed
             to be a new  registration  statement  relating  to  the  securities
             offered  therein,  and the offering of such securities at that time
             shall be deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
             amendment  any of the  securities  being  registered  which  remain
             unsold at the termination of the offering.

             (b) The  undersigned  Registrant  hereby  undertakes  that, for the
purposes of  determining any liability  under  the  Securities  Act, each filing
of the  Registrant's  annual  report  pursuant to Section  13(a) or 15(d) of the
Exchange Act (and, where applicable,  each filing of any employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

             (c)  Insofar as indemnification for liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                        4
SIGNATURES

The Registrant

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Chicago, State of Illinois, on May 5, 1999.

                                   NAVISTAR INTERNATIONAL CORPORATION

                                   By:     /s/ Robert C. Lannert
                                           ----------------------------
                                   Name:  Robert C. Lannert
                                   Title: Executive Vice President and
                                          Chief Financial Officer
                                          (Principal Financial Officer)

                                        5
POWER OF ATTORNEY

         Each person whose signature appears below does hereby make,  constitute
and appoint John R. Horne,  Robert C. Lannert,  Robert A. Boardman,  and Mark T.
Schwetschenau   and  each  of  them   acting   individually,   true  and  lawful
attorneys-in-fact  and agents  with power to act without the other and with full
power of  substitution,  to execute,  deliver and file, for and on such person's
behalf,  and in such  person's  name and capacity or capacities as stated below,
any amendment, exhibit or supplement to this Registration Statement, making such
changes  in  the   Registration   Statement  as  such   attorney-in-fact   deems
appropriate.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement and Power of Attorney have been signed on May 5, 1999 by
the following persons in the capacities indicated.

            Signature                                     Capacity
            ---------                                     --------

/s/ John R. Horne                           Chairman, President and
---------------------------------           Chief Executive Officer and Director
         John R. Horne                      (Principal Executive Officer)

/s/ Robert C. Lannert                       Executive Vice President and
---------------------------------           Chief Financial Officer and Director
         Robert C. Lannert                  (Principal Financial Officer)

/s/ Mark T. Schwetschenau                   Vice President and Controller
---------------------------------           (Principal Accounting Officer)
         Mark T. Schwetschenau                          

/s/ William F. Andrews                      Director
---------------------------------
         William F. Andrews

---------------------------------           Director
         Y. Marc Belton

---------------------------------           Director
         John D. Correnti

/s/ Jerry E. Dempsey                        Director
---------------------------------
         Jerry E. Dempsey

/s/ Dr. Abbie J. Griffin                    Director
---------------------------------
         Dr. Abbie J. Griffin

/s/ Michael N. Hammes                       Director
---------------------------------
         Michael N. Hammes

/s/ Allen J. Krowe                          Director
---------------------------------
         Allen J. Krowe

---------------------------------           Director
         Walter J. Laskowski

---------------------------------           Director
         William F. Patient

                                        6
INDEX TO EXHIBITS

Exhibit Number   Description                          Sequentially Numbered Page
--------------   -----------------------------------  --------------------------

5.1              Opinion of Robert A. Boardman with              E-1
                 respect to the legality of the
                 shares of the Common Stock being
                 registered.

23.1             Consent of Deloitte & Touche LLP                E-3

23.2             Consent of Robert A. Boardman
                 (included in opinion filed as
                 Exhibit 5.1)

24.1             Powers of Attorney (included on the
                 signature page of this Registration
                 Statement)

                                        7