S-8

                      As filed with the Securities and Exchange Commission on April 23, 2002

                                                                                       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)

                                                4201 Winfield Road
                                            Warrenville, Illinois 60555
                                             Telephone: (630) 753-5000
                                     (Address of principal executive offices)
                                                    ----------

                         NAVISTAR 1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN, AS AMENDED
                                               (Full title of plans)
                                                     ---------

                                                Robert A. Boardman
                                     Senior Vice President and General Counsel
                                        Navistar International Corporation
                                                4201 Winfield Road
                                            Warrenville, Illinois 60555
                                             Telephone: (630) 753-5000
                             (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       250,000 shares (3)  $42.49               $10,622,500               $977.27
$0.10, and associated 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)     Pursuant to Rule 457(h) under the Securities Act, the proposed maximum offering price per share is estimated
        solely for the purpose of calculating the  registration fee and is based on the average of the high and low
        prices of shares of Common Stock of the  Registrant as reported on the New York Stock Exchange on  April 19,
        2002, a date that is within five business days of which this Registration Statement is being filed.

(3)     Shares reserved for issuance under the Navistar 1998 Non-Employee Director Stock Option Plan, as amended.








                                                      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)   The  Registrant's  Annual  Report on Form 10-K for the year  ended  October  31,  2001  filed on
December 19, 2001.

             (b)   The Registrant's Proxy Statement, dated January 17, 2002 filed on January 16, 2002.

             (c)   The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended January 31, 2002 filed on
March 11, 2002.

             (d)   The Registrant's Current Report on Form 8-K dated March 15, 2002 and filed on March 15, 2002.

             (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)   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.

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 41,282 shares of the Registrant's  Common
Stock and has options to acquire an additional 126,128 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

                                                          1




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
Amended  and  Restated  By-Laws,  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  Amended  and  Restated  By-Laws,  agreement,  vote of  stockholders  or  disinterested  directors  or
otherwise.

             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;

                           (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;

                                                          2


                           (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.

                  (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.
































                                                          3






                                                    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 Warrenville, State of Illinois, on April 19, 2002.


                                            NAVISTAR INTERNATIONAL CORPORATION


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





















































                                                          4





                                                                                                       EXHIBIT 24.1


                                                 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 April 19, 2002 by the following persons in the capacities indicated.

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



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

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

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

     /s/ Y. Marc Belton
- --------------------------------------------------      Director
         Y. Marc Belton

     /s/ John D. Correnti
- --------------------------------------------------      Director
         John D. Correnti

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

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

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

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

     /s/ David McAllister
- --------------------------------------------------      Director
         David McAllister

     /s/ Southwood J. Morcott
- --------------------------------------------------      Director
         Southwood J. Morcott

     /s/ William F. Patient
- --------------------------------------------------      Director
         William F. Patient






                                                          5







                                                 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                 Filed herewith electronically
                                 shares of the Common Stock being
                                 registered.

10.1                             Navistar 1998 Non-Employee Director                         E-4
                                 Stock Option Plan, as amended.                 Filed herewith electronically

23.1                             Consent of Deloitte & Touche LLP                            E-3
                                                                                Filed herewith electronically

23.2                             Consent of Robert A. Boardman                               E-1
                                 (included in opinion filed as
                                 Exhibit 5.1)

24.1                             Powers of Attorney (included on the                          5
                                 signature page of this Registration
                                 Statement)






































                                                          6

EX-5.1

                                                                                                        EXHIBIT 5.1



                                                  April 19, 2002



Navistar International Corporation
4201 Winfield Road
Warrenville, IL 60555

                           Re:      Navistar International Corporation
                                    Form S-8 Registration Statement
                                    ----------------------------------

Ladies and Gentlemen:

                  I have acted as General Counsel to Navistar  International  Corporation,  a Delaware  corporation
(the  "Company"),  in  connection  with the  proposed  registration  by the  Company of up to 250,000  shares  (the
"Shares") of its Common  Stock,  par value $.10 per share,  with  associated  rights,  to be issued and sold by the
Company  under a Form  S-8  Registration  Statement,  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission") under the Securities Act of 1933, as amended (the "Act") (such Registration  Statement, as amended or
supplemented,  is hereinafter  referred to as the "Registration  Statement").  The Shares are to be issued upon the
exercise of awards  granted  under the  Company's  1998  Non-Employee  Director  Stock Option Plan, as amended (the
"Plan").

                  In connection  herewith,  I have  examined such  corporate  proceedings,  documents,  records and
matters of law as I have deemed necessary to enable me to render this opinion.

                  For purposes of this opinion,  I have assumed the  authenticity of all documents  submitted to me
as originals,  the conformity to the originals of all documents  submitted to me as copies and the  authenticity of
the originals of all  documents  submitted to me as copies.  I have also assumed the legal  capacity of all natural
persons,  the  genuineness of the signatures of persons signing all documents in connection with which this opinion
is rendered,  the  authority of such persons  signing on behalf of the parties  thereto  other than the Company and
the due  authorization,  execution and delivery of all documents by the parties thereto other than the Company.  As
to any facts material to the opinions  expressed herein, I have relied upon the statements and  representations  of
officers  and other  representatives  of the Company  and others.  For  purposes  of numbered  paragraph 1,  I have
relied  exclusively upon  certificates  issued by governmental  authorities in the relevant  jurisdictions and such
opinion is not intended to provide any conclusion or assurance beyond that conveyed by such certificates.

                  The  opinion  expressed  below is subject to the  qualifications  that I express no opinion as to
the  applicability  of,  compliance  with, or effect of any laws except the internal laws of the State of Illinois,
the General Corporation Law of the State of Delaware and the federal law of the United States of America.

                  Based upon and subject to the  foregoing  qualifications,  assumptions  and  limitations  and the
further limitations set forth below, I hereby advise you that in my opinion:

                  (1)      The Company is a corporation  existing and in good standing  under the laws of the State
of Delaware.

                  (2)      The Shares are duly  authorized and reserved for issuance under the Plan,  and, when the
Registration  Statement  becomes  effective  under the Act, (i) the Shares will be duly  executed and  delivered on
behalf of the Company  countersigned by the Company's transfer  agent/registrar and (ii) the Shares, when issued in
accordance with the terms of the Plan and upon receipt of the  consideration  to be paid therefore of at least $.10
per share, will be validly issued, fully paid and nonassessable.

                  I hereby  consent  to the  filing of this  opinion  with the  Commission  as  Exhibit  5.1 to the
Registration  Statement.  In giving  this  consent,  I do not  thereby  admit that I am in the  category of persons
whose  consent  is  required  under  Section 7 of the Act or the  rules and  regulations  of the  Commission.  This
opinion and consent may be  incorporated  by  reference in a  subsequent  registration  statement on Form S-8 filed
pursuant to Rule 462(b) under the Act with respect to the  registration  of additional  securities  issuable  under
the Plans.

                  I do not find it necessary  for the purposes of this  opinion,  and  accordingly I do not purport
to cover herein,  the  application  of the  securities or "Blue Sky" laws of the various states to the issuance and
sale of the Shares.

                                                         E-1

                                                                                              EXHIBIT 5.1 continued


                  This opinion is limited to the specific issues addressed  herein,  and no opinion may be inferred
or implied  beyond that  expressly  stated  herein.  I assume no obligation  to revise or  supplement  this opinion
should the  present  laws of the State of  Illinois,  the General  Corporation  Law of the State of Delaware or the
federal law of the United States be changed by  legislative  action,  judicial  decision or otherwise or any future
development cause any change or modification herein.

                  This opinion is furnished to you pursuant to the  applicable  rules and  regulations  promulgated
under the Act in connection with the filing of the Registration Statement.

                                                              Very truly yours,


                                                              /s/ Robert A. Boardman
                                                              ----------------------
                                                              Robert A. Boardman,
                                                              Senior Vice President and
                                                              General Counsel













































                                                         E-2

EX-10.1

                                                                                                       EXHIBIT 10.1

                               NAVISTAR 1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                                          (As Amended December 11, 2001)


I.       Administration

         The Navistar 1998  Non-Employee  Director Stock Option Plan (the "Plan") will be administered by the Board
of Directors ("Board") of Navistar International Corporation ("Corporation").

         The  granting of an option  pursuant to the Plan will take place the  business  day  following  the day on
which the Board  approves the grant of such option at its regularly  scheduled  December  meeting,  provided  that,
such  grant  will  expire if a  written  option  agreement  is not  signed by the  optionee  and  delivered  to the
Corporation within thirty (30) days of the date of the grant.

         Subject to the express  provisions of the Plan,  the Board will have  complete  authority to interpret the
Plan, to prescribe,  amend and rescind rules and regulations  relating to it, to determine the terms and provisions
of the respective option agreements  (which need not be identical) and to make all other  determinations  necessary
or advisable for the  administration  of the Plan. The Board's  determinations  on the matters  referred to in this
paragraph 1 will be conclusive.

2.       Stock Subject to the Plan

         Such  shares may be in whole or in part,  as the Board will from time to time  determine,  authorized  and
unissued  shares of  Common  Stock or  issued  shares of Common  Stock  which  shall  have been  reacquired  by the
Corporation.  If any option  granted  under the Plan shall expire or terminate for any reason  without  having been
exercised or earned in full, the shares subject thereto will again be available for the purposes of the Plan.

3.       Effectiveness of the Plan

         The Plan will become effective upon the effective date of its adoption by the Board.

4.       Eligibility

         Options may be granted only to  non-employee  directors of the Board.  No  individual  who is, at the time
of the grant, an employee of the  Corporation or of any subsidiary of the  Corporation  will be eligible to receive
an option under the Plan.

5.       Number of Shares to Be Granted

         At  each  regularly  scheduled  December  meeting  of the  Board,  an  option  will  be  granted  to  each
non-employee director for four thousand (4,000) shares of Common Stock.

6.       Option Prices

         The  purchase  price of the Common  Stock under each  option will be 100% of the fair market  value of the
Common  Stock on the  business  day  following  the day of grant by the  Board.  Such  fair  market  value  will be
determined   by  the   average  of  the  high  and  low  prices  of  the  Common   Stock  in  the  New  York  Stock
Exchange--Composite  Transactions  listing  published  in  the  Midwest  Edition  of The  Wall  Street  Journal  or
equivalent financial publication.

7.       Exercise Options

         An option  granted under the Plan will become  exercisable in whole or in part after the  commencement  of
the second  year of the term of the option.  The Board is  authorized  to  establish  the manner and the  effective
date of the exercise of an option.  Each option will become  immediately  exercisable in the event of death,  total
and  permanent  disability,  retirement  in  accordance  with the  Board's  policy or a "change in  control" of the
Corporation.  A "change in  control"  shall be deemed to have  occurred,  if (A) any  "person"  or "group" (as such
terms are used in Section  13(d) and 14(d) of the  Securities  Exchange Act of 1934 other than  employee or retiree
benefit plans or trusts  sponsored or  established  by the  Corporation  or Navistar  International  Transportation
Corp.  ("NITC") is or becomes the  "beneficial  owner" (as defined Rule 13d-3 under the Securities  Exchange Act of
1934),  directly or  indirectly,  of securities of the  Corporation  representing  25% or more the combined  voting
power of the  Corporation's  then  outstanding  securities,  (B) as the result of, or in connection  with, any cash
tender  offer,  exchange  offer,  merger  or  other  business  combination,   sale  of  assets,  proxy  or  consent
solicitation,  contested election or substantial stock accumulation (a "Control  Transaction"),  the members of the
Board of Directors of the Corporation  immediately prior to the first public announcement  relating to such Control
Transaction  shall  immediately  thereafter,  or within two years,  cease to  constitute a majority of the Board of
Directors of the Corporation or (C)  any  dissolution  or  liquidation  of  the  Corporation  or NITC or an

                                                         E-4





                                                                                             EXHIBIT 10.1 continued


agreement  for the  sale  or  disposition  of all or  substantially  all  (more  than  50%)  of the  assets  of the
Corporation  or of NITC  occurs.  Notwithstanding  the  foregoing,  the  sale or  disposition  of any or all of the
assets or stock of Navistar  Financial  Corporation shall not be deemed a Change in Control.  The purchase price is
to be paid in full to the  Corporation  upon the  exercise  of the option  either (i) by cash  including a personal
check  payable to the order of the  Corporation  or (ii) by  delivering  at fair market value Common Stock  already
owned by the optionee or any  combination  of cash and Common  Stock.  The fair market value of the Common Stock so
delivered  will be the  average  of the high and low  prices of the Common  Stock on the day prior to  delivery  as
published in the New York Stock  Exchange--Composite  Transactions listed in the Midwest Edition of the Wall Street
Journal or equivalent  financial  publication.  An option granted under the Plan will be exercisable  for a term of
ten (10) years from the date of the grant,  and will be subject to earlier  termination  as  hereinafter  provided.
Except as  provided  in  paragraphs  10 and 11 hereof,  no option may be  exercised  at any time  unless the holder
thereof  is then a  director  of the  Corporation.  The  holder  of an option  will  have  none of the  rights of a
stockholder  with  respect to the shares  subject to option  until such shares are issued upon the  exercise of the
option.  Shares which  otherwise  would be delivered to the holder of an option may be  delivered,  at the election
of the  holder,  to the  Corporation  in  payment of any  Federal,  state  and/or  local  withholding  taxes due in
connection with an exercise.

8.       Non-Transferability of Options

         No option  granted  under the Plan will be  transferable  other  than by will or the laws of  descent  and
distribution, and an option may be exercised, during the lifetime of the holder thereof, only by the holder.

9.       Agreement to Serve

         Each  individual  receiving an option will, as one of the terms of the option  agreement,  agree to remain
as a  director  of the  Corporation  for a period  of at least one (1) year from the date of  granting  the  option
except as provided in the  immediately  following  sentence.  In the event of  retirement  in  accordance  with the
Board's  policy  prior to the end of the one year  service  period,  each holder  will,  as one of the terms of the
option  agreement,  agree to serve as a consultant to the Board for any remaining  portion of such one year service
period.  Such  service  will  (subject  to the  provisions  of  paragraph  10  hereof)  be at the  pleasure  of the
Corporation and at such compensation as the Corporation will reasonably determine from time to time.

10.      Termination of Service

         In the event of the  termination  of the  service of the holder of any  option,  other than by reason of a
retirement,  permanent  and total  disability  or death as set forth in  paragraph  11, the holder may  (unless the
option shall have been previously  terminated  pursuant to the provisions of paragraph 9 above or unless  otherwise
provided in the option  agreement)  exercise the option at any time within three (3) months after such termination,
but not after the date identified in the option  agreement as the date the options  expire.  Nothing in the Plan or
in any option  granted  pursuant to the Plan will confer on any  individual any right to continue in the service of
the Corporation or interfere in any way with the right of the Board to terminate service at any time.

11.      Retirement, Total and Permanent Disability or Death of Holder of Option

         In the event of  retirement in  accordance  with the Board's  policy the holder may exercise the option at
any time  during  the term of the  option,  and in the event of total  and  permanent  disability  the  holder  may
exercise the option at any time within three (3) years after such  disability but not after the date  identified in
the  option  agreement  as the date the  options  expire.  In the  event of the death of an  individual  to whom an
option has been granted under the Plan,  while the option is  outstanding,  the option  theretofore  granted to the
holder may be  exercised  by a legatee or legatees  of the option  holder,  or by the  personal  representative  or
distributees,  at any time within a period of one (1) year after death,  but not after the date  identified  in the
option as the date the options expire.

12.      Adjustments upon Changes in Capitalization

         Notwithstanding  any other  provision of the Plan, the option  agreements  may contain such  provisions as
the Board shall  determine to be  appropriate  for the adjustment of the number and class of shares subject to each
outstanding  option and the  option  prices in the event of  changes  in, or  distributions  with  respect  to, the
outstanding  Common Stock by reason of stock  dividends,  recapitalizations,  mergers,  consolidations,  split-ups,
combinations  or  exchanges  of  shares,  spin-offs  and the  like,  and,  in the event of any such  change  in, or
distribution  with respect to, the outstanding  Common Stock,  the aggregate  number and class of shares  available
under the Plan shall be appropriately adjusted by the committee, whose determination shall be conclusive.




                                                         E-5





                                                                                             EXHIBIT 10.1 continued


13.      No Loans to Holders of Options

         Neither  the  Corporation,  nor any of its  subsidiaries,  may  directly or  indirectly  lend money to any
individual  for the purpose of assisting the  individual to acquire or carry shares of Common Stock issued upon the
exercise of options granted under the Plan.

14. Amendment and Termination

         Unless the Plan shall  theretofore have been terminated as hereinafter  provided,  the Plan will terminate
on, and no option will be granted  after  December 17,  2007.  The Plan may be  terminated,  modified or amended by
the Board.  No  termination,  modification  or  amendment  of the Plan may,  without the consent of the optionee to
whom any option or award shall theretofore have been granted, adversely affect the rights of such optionee.

















































                                                         E-6

EX-23.1

                                                                                                       EXHIBIT 23.1


INDEPENDENT AUDITORS' CONSENT


Navistar International Corporation:

We consent to the  incorporation  by reference  in this  Registration  Statement  on Form S-8 of our reports  dated
December 10, 2001, appearing in the Annual Report on Form 10-K of Navistar  International  Corporation for the year
ended October 31, 2001.


/s/ Deloitte & Touche, LLP
- ------------------------------------
    DELOITTE & TOUCHE LLP
    April 19, 2002
    Chicago, Illinois















































                                                         E-3