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 1994 PERFORMANCE INCENTIVE PLAN, AS AMENDED
                                                               ---------

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

                                         NAVISTAR 1998 SUPPLEMENTAL STOCK PLAN, AS AMENDED AND
                                         SUPPLEMENTED BY THE RESTORATION STOCK OPTION PROGRAM
                                                         (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     registration fee
                                                share (2)                 price
- ---------------------------- ------------------ ------------------------- ---------------------- -------------------

Common Stock, par value      2,500,000          $42.49                    $106,225,000           $9,772.70
$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)      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  1994  Performance  Incentive Plan,  as amended,  the Navistar International
         Corporation 1998  Interim  Stock Plan  and the Navistar  1998  Supplemental Stock Plan,  as amended  and  supplemented  by the
         Restoration Stock Option Program.












                                                STATEMENT UNDER GENERAL INSTRUCTION E -

                                                 REGISTRATION OF ADDITIONAL SECURITIES

             The registrant,  Navistar International Corporation (the "Registrant"),  previously filed a registration statement on Form
S-8 with the Securities  and Exchange  Commission on May 5, 1999 (SEC File No.  333-77781) in connection  with the  registration  of an
aggregate  of  6,000,000  shares of Common  Stock to be issued  under the  Navistar  1994  Performance  Incentive  Plan,  the  Navistar
International Corporation 1998 Interim Stock Plan and the Navistar 1998 Supplemental Stock Plan.

             Pursuant to General  Instruction E of Form S-8, this Registration  Statement is filed by the Registrant solely to register
an additional  2,500,000  shares of the  Registrant's  Common Stock for issuance under  Navistar 1994  Performance  Incentive  Plan, as
amended,  the Navistar  International  Corporation  1998 Interim Stock Plan and the Navistar 1998  Supplemental  Stock Plan, as amended
and  supplemented  by the  Restoration  Stock  Option  Program.  Pursuant to General  Instruction  E of Form S-8,  the  contents of the
previously  filed  registration  statement  on Form S-8 (SEC  File No.  333-77781)  are  hereby  incorporated  by  reference  into this
Registration Statement.


                                                                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 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)    All  documents  subsequently  filed by the  Registrant  pursuant  to  Sections  13(a),  13(c),  14 and 15(d) of the
Exchange Act, prior to the filing of a  post-effective  amendment which  indicates that all securities  offered have been sold or which
de-registers all securities then remaining unsold,  shall be deemed to be incorporated by reference in this Registration  Statement and
to be a part hereof from the date of filing of such 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 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.











                                                          1





Item 8.  Exhibits.


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

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

10.1                          Navistar 1994 Performance Incentive Plan, as    Incorporated herein by reference to
                              amended                                          Exhibit 10.31 of the Registrant's
                                                                             Quarterly Report on Form 10-Q for the
                                                                                quarter ending January 31, 2002

10.2                          Navistar 1998 Supplemental Stock Plan, as       Incorporated herein by reference to
                              amended and supplemented by the Restoration      Exhibit 10.32 of the Registrant's
                              Stock Option Program                           Quarterly Report on Form 10-Q for the
                                                                                quarter ending January 31, 2002

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

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

24.1                          Powers of Attorney (included on the                              4
                              signature page of this Registration
                              Statement)




































                                                          2













                                                              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)




















































                                                          3





                                                                                                                           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





                                                          4







                                        INDEX TO EXHIBITS


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

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

10.1                          Navistar 1994 Performance Incentive Plan, as    Incorporated herein by reference to
                              amended                                          Exhibit 10.31 of the Registrant's
                                                                             Quarterly Report on Form 10-Q for the
                                                                                quarter ending January 31, 2002

10.2                          Navistar 1998 Supplemental Stock Plan, as       Incorporated herein by reference to
                              amended and supplemented by the Restoration      Exhibit 10.32 of the Registrant's
                              Stock Option Program                           Quarterly Report on Form 10-Q for the
                                                                                quarter ending January 31, 2002

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

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

24.1                          Powers of Attorney (included on the                              4
                              signature page of this Registration
                              Statement)



































                                                          5

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  2,500,000  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  1994  Performance  Incentive  Plan, as amended,  the 1998 Interim
Stock Plan, and the 1998  Supplemental  Stock Plan, as amended and  supplemented  by the  Restoration  Stock Option
Program (collectively, the "Plans").

                  In that connection,  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  applicable  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 applicable Plan and upon receipt of the  consideration  to be paid
therefor of at least $0.10 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.



                                                         E-1





                                                                                              EXHIBIT 5.1 continued



                  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.

                  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.

                  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-23.1

                                                                                                       EXHIBIT 23.1







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