NAVISTAR FINANCIAL CORP
10-Q, 1996-06-07
MISCELLANEOUS BUSINESS CREDIT INSTITUTION
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       UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                   Washington, D. C.  20549

                          FORM 10-Q

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

        For the quarterly period ended April 30, 1996
                              OR
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

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

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

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

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

Registrant's telephone number including area code 847-734-4275

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

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

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

            APPLICABLE ONLY TO CORPORATE ISSUERS:

As of May 31, 1996, the number of shares outstanding  of  the
registrant's common stock was 1,600,000.

THE   REGISTRANT  IS  A  WHOLLY-OWNED  SUBSIDIARY  OF  NAVISTAR
INTERNATIONAL TRANSPORTATION CORP. AND MEETS THE CONDITIONS SET
FORTH IN GENERAL INSTRUCTIONS H(1)(a) AND (b) OF FORM 10-Q  AND
IS  THEREFORE  FILING  THIS FORM WITH  THE  REDUCED  DISCLOSURE
FORMAT.

<PAGE>
                            
                               
                               
                NAVISTAR FINANCIAL CORPORATION
                       AND SUBSIDIARIES
                               

                             INDEX
<TABLE>
<CAPTION>
                                                                     Page

<S>                                                                  <C>
PART I.   FINANCIAL INFORMATION

 Item 1.   Financial Statements:
   Statement of Consolidated Income and Retained Earnings --
     Three Months and Six Months Ended April 30, 1996 and 1995        2

   Statement of Consolidated Financial Condition --
     April 30, 1996; October 31, 1995; and April 30, 1995             3

   Statement of Consolidated Cash Flow --
     Six Months Ended April 30, 1996 and 1995                         4

   Notes to Consolidated Financial Statements                         5

 Item 2.   Management's Discussion and Analysis of Results of
             Operations and Financial Condition                       9


PART II.   OTHER INFORMATION

 Item 6.   Exhibits and Reports on Form 8-K                          14

Signature                                                            14
</TABLE>
<PAGE>

                       PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements


              NAVISTAR FINANCIAL CORPORATION AND SUBSIDIARIES
     STATEMENT OF CONSOLIDATED INCOME AND RETAINED EARNINGS (Unaudited)
                           (Millions of dollars)
<TABLE>
<CAPTION>
                                                   Three Months Ended      Six Months Ended
                                                        April 30               April 30     
                                                    1996        1995        1996       1995
<S>                                               <C>          <C>         <C>        <C> 
Revenue
  Retail notes and lease financing . . . . . . .  $ 20.9       $ 17.6      $ 48.1     $ 32.5
   Wholesale notes . . . . . . . . . . . . . . .    15.3         14.0        31.4       25.2
   Accounts  . . . . . . . . . . . . . . . . . .     6.0          7.2        12.8       14.2
   Servicing fee income  . . . . . . . . . . . .     5.0          4.2        10.6        8.5
   Insurance premiums earned . . . . . . . . . .    10.7         11.3        21.1       22.6
   Marketable securities . . . . . . . . . . . .     2.8          2.2         5.4        4.4
        Total  . . . . . . . . . . . . . . . . .    60.7         56.5       129.4      107.4


Expense
  Cost of borrowing
       Interest  . . . . . . . . . . . . . . . .    19.7         20.4        36.8       37.5
       Other.  . . . . . . . . . . . . . . . . .     2.2          2.0         5.3        4.1
         Total   . . . . . . . . . . . . . . . .    21.9         22.4        42.1       41.6

   Credit, collection and administrative . . . .     7.0          6.6        13.8       13.2
   Provision for losses on receivables . . . . .     1.6           .5         2.7         .6
   Insurance claims and underwriting . . . . . .    13.6         13.2        24.5       26.0
   Other  expense, net . . . . . . . . . . . . .     2.1          1.6         4.9        3.4
          Total  . . . . . . . . . . . . . . . .    46.2         44.3        88.0       84.8


Income  Before Taxes on Income . . . . . . . . .    14.5         12.2        41.4       22.6

Taxes  on Income . . . . . . . . . . . . . . . .     5.8          4.7        16.1        8.8

Net  Income  . . . . . . . . . . . . . . . . . .     8.7          7.5        25.3       13.8

Retained Earnings
   Beginning of period . . . . . . . . . . . . .    90.6         63.1        84.0       56.8

   Dividends paid. . . . . . . . . . . . . . . .       -          3.0        10.0        3.0

   End of period . . . . . . . . . . . . . . . .  $ 99.3       $ 67.6      $ 99.3     $ 67.6
</TABLE>


See Notes to Consolidated Financial Statements.
<PAGE>

                       NAVISTAR FINANCIAL CORPORATION AND SUBSIDIARIES
                  STATEMENT OF CONSOLIDATED FINANCIAL CONDITION (Unaudited)
                                    (Millions of dollars)

<TABLE>
<CAPTION>
                                                     April 30    October 31   April 30
                                                       1996         1995        1995
                     ASSETS

<S>                                                 <C>          <C>         <C>    
Cash and Cash Equivalents . . . . . . . . . . . .   $    6.7     $    2.9    $   47.8
Marketable Securities . . . . . . . . . . . . . .      125.0        131.8       130.1
Finance Receivables
   Retail notes and lease financing . . . . . . .      746.4        747.2       592.5
   Wholesale notes  . . . . . . . . . . . . . . .      323.9        268.2       419.5
   Accounts . . . . . . . . . . . . . . . . . . .      298.6        365.9       306.8
                                                     1,368.9      1,381.3     1,318.8
   Allowance for losses . . . . . . . . . . . . .      (10.4)       (10.4)       (8.6)
      Finance Receivables, Net  . . . . . . . . .    1,358.5      1,370.9     1,310.2

Amounts Due from Sales of Receivables . . . . . .      267.3        247.8       194.4
Equipment on Operating Leases, Net  . . . . . . .       54.0         39.3        30.5
Repossessions . . . . . . . . . . . . . . . . . .        9.8          5.8         2.6
Reinsurance Receivables . . . . . . . . . . . . .       22.8         24.8        27.3
Other Assets  . . . . . . . . . . . . . . . . . .       58.6         51.4        59.3
Total Assets  . . . . . . . . . . . . . . . . . .   $1,902.7     $1,874.7    $1,802.2

      LIABILITIES AND SHAREOWNER'S EQUITY

Short-Term Borrowings . . . . . . . . . . . . . .   $   49.3     $   50.5    $   81.1
Accounts Payable
  Affiliated companies  . . . . . . . . . . . . .       49.0         89.5        98.6
  Other . . . . . . . . . . . . . . . . . . . . .       56.7         49.3        48.9
      Total . . . . . . . . . . . . . . . . . . .      105.7        138.8       147.5

Dealers' Reserves . . . . . . . . . . . . . . . .       22.5         21.0        19.8
Unpaid Insurance Claims and Unearned Premiums . .      103.8        103.8       112.0
Accrued Income Taxes  . . . . . . . . . . . . . .       10.9         12.0         3.8
Accrued Interest  . . . . . . . . . . . . . . . .       11.0         12.1        13.2
Senior and Subordinated Debt  . . . . . . . . . .    1,328.8      1,279.8     1,186.6

Shareowner's Equity
  Capital stock (Par value $1.00, 1,600,000
      shares issued and outstanding)
      and paid-in capital . . . . . . . . . . . .      171.0        171.0       171.0
  Retained earnings . . . . . . . . . . . . . . .       99.3         84.0        67.6
  Unrealized gains (losses) on marketable
    securities  . . . . . . . . . . . . . . . . .         .4          1.7         (.4)
      Total . . . . . . . . . . . . . . . . . . .      270.7        256.7       238.2
Total Liabilities and Shareowner's Equity . . . .   $1,902.7     $1,874.7    $1,802.2
</TABLE>


See Notes to Consolidated Financial Statements.
<PAGE>

                        NAVISTAR FINANCIAL CORPORATION AND SUBSIDIARIES
                        STATEMENT OF CONSOLIDATED CASH FLOW (Unaudited)
                                     (Millions of dollars)
<TABLE>
<CAPTION>

                                                                        Six Months Ended
                                                                            April 30
                                                                        1996       1995

<S>                                                                    <C>        <C>  
Cash Flow From Operations
   Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  25.3    $  13.8
   Adjustments to reconcile net income to cash
      provided from operations:
       Losses (gains) on sales of receivables . . . . . . . . . . . .    (12.2)        .5
       Depreciation and amortization  . . . . . . . . . . . . . . . .      7.8        4.9
       Provision for losses on receivables  . . . . . . . . . . . . .      2.7         .6
       Decrease in accounts payable to affiliates . . . . . . . . . .    (69.4)     (16.6)
      Increase (decrease) in unpaid insurance claims
         and unearned premiums, net of reinsurance receivables  . . .      2.0       (3.3)
       Other  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1.7       (5.5)
         Total  . . . . . . . . . . . . . . . . . . . . . . . . . . .    (42.1)      (5.6)

Cash Flow From Investing Activities
    Proceeds from sold retail notes . . . . . . . . . . . . . . . . .    514.2      312.2
    Purchase of retail notes and lease receivables  . . . . . . . . .   (575.6)    (457.4)
   Principal collections on retail notes and
      lease receivables . . . . . . . . . . . . . . . . . . . . . . .     47.1       62.8
   Acquisitions under (over) cash collections of
       wholesale notes and accounts receivable . . . .  . . . . . . .     12.1     (128.6)
    Purchase of marketable securities . . . . . . . . . . . . . . . .    (36.1)     (20.0)
    Proceeds from sales and maturities of marketable securities . . .     42.4       23.4
    Increase in property and equipment leased to others . . . . . . .    (19.2)      (6.7)
        Total . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (15.1)    (214.3)

Cash Flow From Financing Activities
    Net increase (decrease) in commercial paper . . . . . . . . . . .     (1.2)      61.9
    Principal payments on short-term debt . . . . . . . . . . . . . .        -     (400.0)
    Net increase (decrease) in bank revolving credit facility usage .    (50.0)     205.0
   Net increase in asset-backed commercial paper
       facility usage . . . . . . . . . . . . . . . . . . . . . . . .     93.3      276.6
    Net increase in advance from Transportation . . . . . . . . . . .     28.9       98.9
    Dividends paid to Transportation  . . . . . . . . . . . . . . . .    (10.0)      (3.0)
         Total  . . . . . . . . . . . . . . . . . . . . . . . . . . .     61.0      239.4

Increase (Decrease) in Cash and Cash Equivalents  . . . . . . . . . .      3.8       19.5
Cash and Cash Equivalents at Beginning of Period  . . . . . . . . . .      2.9       28.3
Cash and Cash Equivalents at End of Period  . . . . . . . . . . . . .  $   6.7    $  47.8

Supplemental disclosure of cash flow information
   Interest paid  . . . . . . . . . . . . . . . . . . . . . . . . . .  $  37.9    $  35.6
   Income taxes paid  . . . . . . . . . . . . . . . . . . . . . . . .  $  16.5    $   7.7
</TABLE>


See Notes to Consolidated Financial Statements.
<PAGE>

                NAVISTAR FINANCIAL CORPORATION
                       AND SUBSIDIARIES


          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Unaudited)

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

    The accompanying unaudited financial statements and notes
    have been prepared in accordance with the accounting
    policies set forth in the Corporation's 1995 Annual Report
    on Form 10-K and should be read in conjunction with the
    Notes to the Consolidated Financial Statements therein.

    In the opinion of management, these interim financial
    statements reflect all adjustments, consisting of normal
    recurring accruals, necessary to present fairly the
    financial position, results of operations and cash flow
    for the interim periods presented.  Interim results are
    not necessarily indicative of results to be expected for
    the full year.  Certain 1995 amounts have been reclassified
    to conform with the presentation used in the 1996 financial
    statements.


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

                                       April 30      October 31     April 30
                                         1996           1995          1995
                                                    ($ Millions)

<S>                                    <C>            <C>           <C>
    Retail notes . . . . . . . . . .   $1,325.4       $1,173.2      $1,085.8
    Wholesale notes  . . . . . . . .      500.0          500.0         300.0
          Total  . . . . . . . . . .   $1,825.4       $1,673.2      $1,385.8
</TABLE>

    The Corporation's retained interest in sold receivables and
    other related amounts are generally restricted and subject to
    limited recourse provisions.   Holdback reserves were
    established pursuant to the limited recourse provisions of the
    retail note sales to private investors.  The securitized sales
    structure requires the Corporation to maintain cash  reserves
    with the trusts as credit enhancement for public sales.   The
    cash reserves are held by the trusts and restricted for use by
    the securitized sales agreements.

<PAGE>
                NAVISTAR FINANCIAL CORPORATION
                       AND SUBSIDIARIES


          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Unaudited)


    The  following is a summary of amounts included in "Amounts
    Due from Sales of Receivables":

<TABLE>
<CAPTION>
                                          April 30     October 31     April 30
                                            1996          1995          1995
                                                      ($ Millions)

<S>                                        <C>           <C>           <C>
    Cash held and invested by
       trusts  . . . . . . . . . . . . .   $ 80.3        $ 66.8        $ 59.1
    Subordinated retained interests
       in wholesale receivables  . . . .     85.8          86.3          46.5
    Subordinated retained interests
       in retail receivables . . . . . .     12.4          12.2          13.9
    Holdback reserves  . . . . . . . . .     37.4          43.7          55.4
    Excess servicing fee and other . . .     62.7          48.0          27.9
    Allowance for credit losses  . . . .    (11.3)         (9.2)         (8.4)
           Total . . . . . . . . . . . .   $267.3        $247.8        $194.4
</TABLE>

    The allowance for losses on receivables is summarized as
    follows:

<TABLE>
<CAPTION>
                                          April 30      October 31    April 30
                                            1996           1995         1995
                                                        ($ Millions)
    <S>                                     <C>           <C>           <C>   
    Allowance pertaining to:
        Owned receivables . . . . . . .     $10.4         $10.4         $ 8.6
        Sold notes  . . . . . . . . . .      11.3           9.2           8.4
           Total  . . . . . . . . . . .     $21.7         $19.6         $17.0
</TABLE>

3.  Average short-term debt outstanding during the first  six
    months of fiscal 1996 and 1995, which included commercial paper
    and  bank borrowings, was approximately $56 million  and  $74
    million,  at  an average cost of 6.1% and 5.9%, respectively.
    The weighted average interest rate on all debt, including short-
    term debt and the effect of discounts and related amortization,
    was 6.6% and 7.5% for the first six months of fiscal 1996 and
    1995, respectively.
 
    Accounts payable due to affiliated companies at April  30,
    1996 and 1995 include an intercompany advance of $28.9 million
    and $98.9 million, respectively.  The advance, which is payable
    to Transportation, accrues interest at the Corporation's
    incremental short-term borrowing rate.  There was no
    intercompany advance outstanding at October 31, 1995.
<PAGE>

                NAVISTAR FINANCIAL CORPORATION
                       AND SUBSIDIARIES


          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Unaudited)



4.  Effective  March  29, 1996, the Corporation  amended  and
    restated  its  $900 million bank revolving  credit  facility,
    extending the maturity date to March 29, 2001 and expanding the
    commitment  to  $925 million.  In addition, the  asset-backed
    commercial paper ("ABCP") program supported by a bank liquidity
    facility was also amended and restated, extending the maturity
    date  to  March  2001 and increasing the facility  from  $300
    million to $400 million.

    Available  funding  under  the amended  and  restated  credit
    facility and the ABCP program was $227 million, of which  $49
    million  provided  funding backup for the outstanding  short-
    term  debt  at  April 30, 1996.  The remaining  $178  million
    when  combined  with unrestricted cash and  cash  equivalents
    made  $185  million  available to fund the  general  business
    purposes of the Corporation at April 30, 1996.


5.  The Corporation enters into forward interest rate contracts
    to manage its exposure to fluctuations in funding costs from
    the anticipated securitization and sale of retail notes.  
    Gains or losses incurred with the closing of these agreements
    are included as a component of the gain on sale of receivables.

    In February 1996, the Corporation entered into $200 million
    of short-term forward interest rate lock agreements on a U.S.
    Treasury security maturing in 1998 related to the May 1996
    sale of retail receivables.  At April 30, 1996, the deferred
    unrealized gain from hedging the anticipated, but not yet
    committed, sales transaction was $3.9 million.

    In  May  1996,  the Corporation entered into forward  interest
    rate  lock  agreements with a total notional  amount  of  $250
    million  on U.S. Treasury securities maturing in 1998  related
    to  the  May  1996  sale  of retail  receivables.   The  hedge
    agreements totaling $450 million were closed on May 22,  1996,
    in  conjunction  with the pricing of the May sale.   See  also
    Note 7.
<PAGE>


                NAVISTAR FINANCIAL CORPORATION
                       AND SUBSIDIARIES


          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Unaudited)


6.  During  1992,  auditors  of  the  Illinois  Department  of
    Revenue ("Department") began an income tax audit of NFC for the
    fiscal  years  ended  October 31, 1989,  1990  and  1991.   On
    February 1, 1994, the Department issued a Notice of Deficiency
    to  NFC  for approximately $11.9 million.  The Department  has
    taken  the  position that nearly 100% of NFC's  income  during
    these years should be attributed to and taxed by Illinois.  NFC
    maintains that the Department's interpretation and application
    of the law is incorrect and improper, and that the Department's
    intended  result  is  constitutionally prohibited.   Based  on
    discussions with outside counsel, NFC's management is  of  the
    opinion  that  it is more likely than not that NFC's  position
    will prevail such that the Department's action will not have a
    material impact on NFC's earnings and financial position.

    In  May 1993, a jury issued a verdict in favor of Vernon Klein
    Truck   &   Equipment,  Inc.  ("Klein  Truck")   and   against
    Transportation  and  the Corporation in the  amount  of  $10.8
    million  in  compensatory damages and $15 million in  punitive
    damages.    Transportation  appealed  the  verdict   and,   in
    November  1994, the Court of Appeals of the State of  Oklahoma
    reversed  the  verdict  and  entered  judgment  in  favor   of
    Transportation  on virtually all aspects of the  case.   Klein
    Truck  appealed to the Oklahoma Supreme Court where  the  case
    is now pending.


7.  On  May  30,  1996, the Corporation sold $460  million  of
    retail notes, net of unearned finance income, through Navistar
    Financial Retail Receivables Corporation ("NFRRC"), a  wholly-
    owned subsidiary of NFC, to an owner trust. The owner trust, in
    turn,   sold  $439  million  of  notes  and  $21  million   of
    certificates to investors.  The proceeds of $459 million,  net
    of   $1  million  of  underwriting  fees,  were  used  by  the
    Corporation  for  general  working  capital  purposes  and  to
    establish $23 million in cash reserves with the trust as credit
    enhancement  for the public sale.  A gain of $8.0 million  was
    recognized on the sale of retail receivables and was  recorded
    in May 1996.

<PAGE>
                 NAVISTAR FINANCIAL CORPORATION
                        AND SUBSIDIARIES


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


Customer demand for Class 5 through 8 trucks declined approxi-
mately 11% during the second quarter of 1996 and 20% during the
first six months of 1996 compared to the same periods in 1995.
The softening in the trucking industry has resulted in an increase
in delinquencies, repossessions and credit losses as compared
to  1995.   Nonetheless, the high liquidity in the commercial
financing markets that has existed over the last several years
continued to give NFC's customers an abundance of financing
alternatives.

Financial Condition

The Corporation's serviced receivables portfolio, which includes
sold  receivables,  totaled  $3.3  billion  at  April  30,  1996
compared to $3.2 billion at October 31, 1995 and $2.8 billion at
April  30,  1995.   During the first six  months  of  1996,  the
Corporation  supplied  94%  of the wholesale  financing  of  new
trucks  sold  to  Transportation's  dealers,  compared  to   93%
supplied  during  the first six months of 1995. Acquisitions  of
wholesale  notes increased $74 million to $1,491 million  during
the  first  six months of fiscal 1996 as compared  to  the  same
period  a  year ago. Serviced wholesale note balances were  $910
million at April 30, 1996, up from $854 million and $766 million
at October 31, 1995 and April 30, 1995, respectively.

Acquisitions of retail notes and leases, net of unearned finance
income, remained strong during the first half of fiscal 1996  at
$576  million compared to $457 million during the first half  of
fiscal 1995.  The Corporation's share of the retail financing of
new trucks manufactured by Transportation and sold in the United
States  was 18% during the first six months of 1996 compared  to
13%  during  the same period a year ago.  Serviced retail  notes
and lease financing balances were $2.1 billion at April 30, 1996
compared with $1.9 billion at October 31, 1995 and $1.7  billion
at April 30, 1995.

Owned  net  finance  receivable balances including  subordinated
interests in retail and wholesale receivables, were $1.5 billion
at April 30, 1996 and October 31, 1995 and $1.4 billion at April
30,  1995.  Sold retail receivables balances increased  to  $1.3
billion at April 30, 1996 from $1.2 billion at October 31,  1995
and  $1.1  billion  at  April  30, 1995.   Sold  wholesale  note
balances  were  $500 million at April 30, 1996 and  October  31,
1995 and $300 million at April 30, 1995.

<PAGE>

                 NAVISTAR FINANCIAL CORPORATION
                        AND SUBSIDIARIES


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


Results of Operations

The components of net income for the three and six month periods
ended April 30 are as follows:

<TABLE>
<CAPTION>
                                               Three Months       Six Months
                                              Ended April 30    Ended April 30
                                              1996      1995     1996     1995
<S>                                          <C>       <C>      <C>      <C>
Income before income taxes:
  Finance operations. . . . . . . . . . . .  $14.7     $12.1    $39.7    $22.1
  Insurance operations. . . . . . . . . . .    (.2)       .1      1.7       .5
     Income before taxes. . . . . . . . . .   14.5      12.2     41.4     22.6
Taxes on income . . . . . . . . . . . . . .    5.8       4.7     16.1      8.8
     Net income . . . . . . . . . . . . . .  $ 8.7     $ 7.5    $25.3    $13.8
</TABLE>

In  the  second quarter of fiscal 1996, the Corporation's pretax
income  increased  $2  million to $14 million  compared  to  the
second  quarter  of  fiscal  1995 as  the  result  of  increased
revenues from higher retail and wholesale note balances.

Pretax income from finance operations during the first six months
of  1996  increased $18 million to $40 million compared to  1995
primarily  as a result of higher gains on sales of retail  notes
and  higher levels of wholesale note financing.  Gains on  sales
of  retail notes receivable during the first six months of  1996
were  $12.2  million  on  $525 million  sold  in  November  1995
compared  with losses of $.5 million on $315 million  of  retail
receivables  sold in November 1994.  The higher gains  on  sales
resulted  from higher margins on retail notes due  to  declining
market  interest  rates  prior to the date  of  sale.  During  a
declining   interest   rate   environment,   the   Corporation's
acquisition  spreads improve as NFC's cost of borrowing  differs
from  the  time when interest rates are quoted to borrowers  and
the  time  when notes are acquired.  In addition, the  effective
interest  rate for each sale is based on a market interest  rate
at  the time of the sale which may be up to six months after the
Corporation acquires the retail note.  During 1995, the opposite
impact  was  experienced by NFC as market  interest  rates  were
rising and a loss was recorded on the sale.

In  spite  of higher debt balances to support increased  finance
receivables, interest expense decreased $.7 million  during  the
second quarter and first six months of 1996 as compared to  1995
as  the  result of lower market interest rates combined  with  a
change in the mix of outstanding debt balances.


<PAGE>
                       NAVISTAR FINANCIAL CORPORATION
                        AND SUBSIDIARIES


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


Results of Operations (continued)


The  provision for losses increased $1.1 million to $1.6 million
during  the  second  quarter of 1996 and $2.1  million  to  $2.7
million during the first six months of 1996 as compared  to  the
same  periods one year ago.  The higher provision in 1996  is  a
result  of  an  increase in receivables balances  combined  with
higher  repossession frequency and losses  as  compared  to  the
prior year.

Pretax income for Harco National Insurance Company ("Harco"), the
Corporation's wholly-owned insurance subsidiary, increased  $1.2
million during the first six months of 1996 as compared  to  the
first  half  of 1995 as the result of higher realized  gains  on
sales of investments and improved experience in liability lines,
partially offset by adverse experience in physical damage lines.


Liquidity and Funds Management

The Corporation's operations are substantially dependent upon the
production  and sale of Transportation's truck products  in  the
United  States.   Navistar Financial's  traditional  sources  of
funding for its receivables include commercial paper, short- and
long-term  bank borrowings, medium- and long-term  debt  issues,
sales   of   receivables  and  equity  capital.   The  insurance
operations generate their funds through internal operations  and
have no external borrowings.

Receivable sales were a significant source of funding in 1996 and
1995.  During the first six months of 1996, the Corporation sold
$525  million  of retail notes, net of unearned finance  income,
through   Navistar  Financial  Retail  Receivables   Corporation
("NFRRC"), its wholly-owned subsidiary, to an owner trust.   The
owner trust, in turn, sold $507 million of notes and $18 million
of  certificates to investors.  Net proceeds from the sale  were
$495  million  after deducting $1 million for underwriting  fees
and $29 million to establish a reserve account with the trust as
credit   enhancement   for the  public  sale.  During  the  same
period  in  1995,  the Corporation sold $315 million  of  retail
notes  receivable  through NFRRC and an owner  trust  to  public
investors.  Net proceeds from this sale were $295 million  after
the  reduction of underwriting fees and credit enhancement.  The
net  proceeds  from the sales were used by the  Corporation  for
general  working capital purposes.  On November 14, 1995,  NFRRC
filed  an  additional  registration  with  the  Securities   and
Exchange Commission providing for the issuance from time to time
of  an  additional $2.0 billion of asset-backed securities.   At
April  30,  1996, the remaining shelf registration available  to
NFRRC for issuance of asset-backed securities was $2.9 billion.

<PAGE>
                NAVISTAR FINANCIAL CORPORATION
                        AND SUBSIDIARIES


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


Liquidity and Funds Management (continued)

Effective  March 29, 1996, the Corporation amended and  restated
its  $900  million bank revolving credit facility and  its  $300
million asset-backed commercial paper ("ABCP") program supported
by  a  bank liquidity facility, extending the maturity  date  of
each facility to March 2001.  In addition, the commitment of the
bank revolving credit facility was expanded to $925 million, the
ABCP  facility was increased to $400 million and a  new  pricing
and fee schedule was established.

At  April  30,  1996, available funding under  the  amended  and
restated  credit facility and the asset-backed commercial  paper
facility was $227 million, of which $49 million provided funding
backup  for the outstanding short-term debt at April  30,  1996.
The  remaining $178 million when combined with unrestricted cash
and  cash  equivalents made $185 million available to  fund  the
general  business purposes of the Corporation.  In  addition  to
the  committed credit facilities, the Corporation also  utilizes
$500  million of revolving wholesale note sales trusts providing
for  the continuous sale of eligible wholesale notes on a  daily
basis.   The  sales  trusts are composed of three  $100  million
pools  of notes maturing serially from 1997 to 1999 and  a  $200
million pool maturing in 2004.

The Corporation paid dividends of $10.0 million to Transportation
during  the first six months of 1996 compared with $3.0  million
of   dividends  paid  during  the  first  half  of  1995.    The
Corporation's debt to equity ratio was 5.1:1 at April 30,  1996,
5.2:1 at October 31, 1995 and 5.3:1 at April 30, 1995.

The Corporation manages sensitivity to interest rate changes  by
funding  floating rate assets with floating rate debt, primarily
borrowings  under the bank revolving credit agreement  and  ABCP
program, and fixed rate assets with fixed rate debt, equity  and
floating rate debt.  Management has limited the amount of  fixed
rate  assets  funded with floating rate debt by  selling  retail
receivables  on a fixed rate basis and, to a lesser  extent,  by
utilizing derivative financial instruments.  See Note 5  to  the
Consolidated   Financial  Statements   for   a   discussion   of
derivatives.

<PAGE>
                NAVISTAR FINANCIAL CORPORATION
                        AND SUBSIDIARIES


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


Business Outlook

The  year-over-year truck demand levels are forecast  to  soften
during  fiscal  1996  and correspondingly  NFC's  wholesale  and
retail financing activity is anticipated to be lower in the last
half  of  fiscal  1996.  The decline in the truck  industry  may
impact the financial strength of dealers and customers and NFC's
ability to maintain the current level of portfolio quality.

Management   believes  that  collections  on   the   outstanding
receivables   portfolio   plus   funds   available   from    the
Corporation's  various  funding  sources  will  permit  Navistar
Financial to meet the financing requirements of Transportation's
dealers and retail customers through 1996 and beyond.

<PAGE>

                NAVISTAR FINANCIAL CORPORATION
                       AND SUBSIDIARIES



                 PART II - OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

        No  reports  on  Form  8-K were filed  during  the  six
        months ended April 30, 1996.




                          SIGNATURE


Pursuant to the requirements of the Securities Exchange Act  of
1934,  the registrant has duly caused this report to be  signed
on its behalf by the undersigned thereunto duly authorized.



                                      Navistar Financial Corporation
                                            (Registrant)






Date June 7, 1996                     /s/ P. E. Cochran
                                          P. E. Cochran
                                          Vice President and Controller

<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF CONSOLIDATED INCOME AND RETAINED EARNINGS AND THE STATEMENT
OF CONSOLIDATED FINANCIAL CONDITION AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1996<F1>
<PERIOD-END>                               APR-30-1996
<CASH>                                           6,700
<SECURITIES>                                   125,000
<RECEIVABLES>                                1,368,900
<ALLOWANCES>                                  (10,400)
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                           9,500
<DEPRECIATION>                                 (7,000)
<TOTAL-ASSETS>                               1,902,700
<CURRENT-LIABILITIES>                                0
<BONDS>                                      1,328,800
<COMMON>                                       171,000
                                0
                                          0
<OTHER-SE>                                      99,700
<TOTAL-LIABILITY-AND-EQUITY>                 1,902,700
<SALES>                                              0
<TOTAL-REVENUES>                               129,400
<CGS>                                                0
<TOTAL-COSTS>                                   43,600
<OTHER-EXPENSES>                                 4,900
<LOSS-PROVISION>                                 2,700
<INTEREST-EXPENSE>                              36,800
<INCOME-PRETAX>                                 41,400
<INCOME-TAX>                                    16,100
<INCOME-CONTINUING>                             25,300
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    25,300
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<FN>
<F1>THE CORPORATION'S STATEMENT OF FINANCIAL CONDITION IS UNCLASSIFIED,
THEREFORE, THE DISTINCTION BETWEEN CURRENT AND LONG-TERM ASSETS AND
LIABILITIES IS NOT AVAILABLE.
</FN>
        

</TABLE>


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