NAVISTAR FINANCIAL CORP
10-Q, 1996-09-11
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 July 31, 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 August 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 Nine Months Ended July 31, 1996 and 1995        2

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

          Statement of Consolidated Cash Flow --
          Nine Months Ended July 31, 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    Nine Months Ended
                                                    July 31               July 31
                                                1996      1995       1996      1995  
<S>                                           <C>       <C>        <C>       <C>
Revenue
 Retail notes and lease financing  . . . . .  $ 27.8    $ 22.0     $ 75.9    $ 54.5
 Wholesale notes . . . . . . . . . . . . . .    14.6      16.4       46.0      41.6  
 Accounts  . . . . . . . . . . . . . . . . .     7.1       7.7       19.9      21.9
 Servicing fee income  . . . . . . . . . . .     5.1       5.0       15.7      13.5  
 Insurance premiums earned . . . . . . . . .    10.5      11.1       31.6      33.7
 Marketable securities . . . . . . . . . . .     1.9       1.9        7.3       6.3
       Total . . . . . . . . . . . . . . . .    67.0      64.1      196.4     171.5   


Expense
 Cost of borrowing
     Interest  . . . . . . . . . . . . . . .    18.8      19.1      55.6       56.6
     Other . . . . . . . . . . . . . . . . .     1.6       2.4       6.9        6.5  
       Total . . . . . . . . . . . . . . . .    20.4      21.5      62.5       63.1

 Credit, collection and administrative . . .     7.3       7.2      21.1       20.4 
 Provision for losses on receivables . . . .     1.7        .4       4.4        1.0
 Insurance claims and underwriting . . . . .    11.1      11.2      35.6       37.2
 Other expense, net  . . . . . . . . . . . .     0.8       2.0       5.7        5.4
       Total . . . . . . . . . . . . . . . .    41.3      42.3     129.3      127.1


Income Before Taxes on Income  . . . . . . .    25.7      21.8      67.1       44.4

Taxes on Income  . . . . . . . . . . . . . .    10.1       8.5      26.2       17.3

Net Income . . . . . . . . . . . . . . . . .    15.6      13.3      40.9       27.1

Retained Earnings

 Beginning of period . . . . . . . . . . . .    99.3      67.6      84.0       56.8

 Dividends paid  . . . . . . . . . . . . . .    10.0       3.0      20.0        6.0

 End of period . . . . . . . . . . . . . . .  $104.9    $ 77.9    $104.9     $ 77.9
</TABLE>


See Notes to Consolidated Financial Statements.
<PAGE>


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

<TABLE>
<CAPTION>
                                                   July 31    October 31    July 31
                                                     1996        1995        1995    
                ASSETS

<S>                                               <C>         <C>        <C> 
Cash and Cash Equivalents . . . . . . . . . . .   $   19.5    $    2.9   $   43.4
Marketable  Securities  . . . . . . . . . . . .      123.1       131.8      130.1  

Finance Receivables
   Retail notes and lease financing . . . . . .      535.6       747.2      430.8
   Wholesale notes  . . . . . . . . . . . . . .      217.6       268.2      136.7
   Accounts . . . . . . . . . . . . . . . . . .      261.3       365.9      282.0
                                                   1,014.5     1,381.3      849.5

   Allowance  for losses  . . . . . . . . . . .       (8.5)      (10.4)      (6.3)
     Finance  Receivables, Net  . . . . . . . .    1,006.0     1,370.9      843.2

Amounts Due from Sales of Receivables . . . . .      295.0       247.8      259.0
Equipment on Operating Leases, Net  . . . . . .       57.1        39.3       32.7
Repossessions . . . . . . . . . . . . . . . . .        9.3         5.8        2.1
Reinsurance Receivables . . . . . . . . . . . .       22.5        24.8       27.4
Other Assets  . . . . . . . . . . . . . . . . .       52.0        51.4       47.0
Total Assets  . . . . . . . . . . . . . . . . .   $1,584.5    $1,874.7   $1,384.9

     LIABILITIES AND SHAREOWNER'S EQUITY


Short-Term Borrowings . . . . . . . . . . . . .   $  117.8    $   50.5   $   43.3
Accounts Payable
   Affiliated companies . . . . . . . . . . . .      110.4        89.5      116.4
   Other  . . . . . . . . . . . . . . . . . . .       58.5        49.3       50.7
      Total . . . . . . . . . . . . . . . . . .      168.9       138.8      167.1

Dealers' Reserves . . . . . . . . . . . . . . .       22.9        21.0       20.8
Unpaid Insurance Claims and Unearned Premiums .      102.1       103.8      109.3
Accrued Income Taxes  . . . . . . . . . . . . .       13.5        12.0       11.4
Accrued Interest  . . . . . . . . . . . . . . .        5.6        12.1        9.9
Senior and Subordinated Debt  . . . . . . . . .      878.1     1,279.8      773.2

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 . . . . . . . . . . . . .       104.9        84.0       77.9
  Unrealized gains (losses) on marketable
      securities . . . . . . . . . . . . . . .        (0.3)        1.7        1.0
      Total  . . . . . . . . . . . . . . . . .       275.6       256.7      249.9
Total Liabilities and Shareowner's Equity  . .    $1,584.5    $1,874.7   $1,384.9
</TABLE>


See Notes to Consolidated Financial Statements.
<PAGE>

              NAVISTAR FINANCIAL CORPORATION AND SUBSIDIARIES
              STATEMENT OF CONSOLIDATED CASH FLOW (Unaudited)
                           (Millions of dollars)
<TABLE>
<CAPTION>
                                                                  Nine Months Ended 
                                                                        July 31
                                                                    1996      1995  
<S>                                                               <C>        <C>
Cash Flow From Operations
  Net income  . . . . . . . . . . . . . . . . . . . . . . . . . . $  40.9    $  27.1
  Adjustments to reconcile net income to cash
     provided from operations:
     Gains on sales of receivables  . . . . . . . . . . . . . . .   (20.2)      (5.2)
     Depreciation and amortization  . . . . . . . . . . . . . . .    10.8        7.8
     Provision for losses on receivables  . . . . . . . . . . . .     4.4        1.0
     Increase (decrease) in accounts payable to affiliates  . . .   (61.2)       1.4
     Increase (decrease) in unpaid insurance claims and unearned
       premiums, net of reinsurance receivables . . . . . . . . .      .6       (6.1)
     Other  . . . . . . . . . . . . . . . . . . . . . . . . . . .    (2.9)       2.2
         Total  . . . . . . . . . . . . . . . . . . . . . . . . .   (27.6)      28.2

Cash Flow From Investing Activities
   Proceeds from sold retail notes  . . . . . . . . . . . . . . .   950.0      714.2
  Purchase of retail notes and lease receivables  . . . . . . . .  (843.6)    (747.5)
  Principal collections on retail notes and
    lease receivables . . . . . . . . . . . . . . . . . . . . . .    66.2       90.7
  Acquisitions under (over) cash collections of wholesale
     notes and accounts receivable  . . . . . . . . . . . . . . .   158.2      137.9
  Purchase of marketable securities . . . . . . . . . . . . . . .   (47.4)     (45.4)
  Proceeds from sales and maturities of marketable securities . .    54.5       51.1
  Increase in property and equipment leased to others . . . . . .   (24.8)     (10.4)
         Total  . . . . . . . . . . . . . . . . . . . . . . . . .   313.1      190.6

Cash Flow From Financing Activities
  Net increase (decrease) in short-term borrowings  . . . . . . .    67.3     (375.9)
  Net decrease in bank revolving credit facility usage  . . . . .  (250.0)    (102.0)
  Net increase (decrease) in asset-backed commercial paper
     facility usage . . . . . . . . . . . . . . . . . . . . . . .   (30.8)     181.5
  Principal payments on long-term debt  . . . . . . . . . . . . .  (117.5)         -
  Net increase in advance from Transportation . . . . . . . . . .    82.1       98.7
  Dividends paid to Transportation  . . . . . . . . . . . . . . .   (20.0)      (6.0)
         Total  . . . . . . . . . . . . . . . . . . . . . . . . .  (268.9)    (203.7)

Increase in Cash and Cash Equivalents . . . . . . . . . . . . . .    16.6       15.1

Cash and Cash Equivalents at Beginning of Period  . . . . . . . .     2.9       28.3

Cash and Cash Equivalents at End of Period  . . . . . . . . . . . $  19.5    $  43.4

Supplemental disclosure of cash flow information

  Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . $  62.1    $  57.9

  Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . $  23.7    $   9.4
</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
    Transportation 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>
                                         July 31      October 31     July 31
                                          1996           1995         1995
                                                     ($ Millions)

    <S>                                 <C>            <C>           <C>  
    Retail notes . . . . . . . . . .    $1,566.7       $1,173.2      $1,336.6
    Wholesale notes  . . . . . . . .       500.0          500.0         500.0
          Total  . . . . . . . . . .    $2,066.7       $1,673.2      $1,836.6
</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>
                                            July 31    October 31    July 31
                                             1996         1995        1995
                                                      ($ Millions)

    <S>                                     <C>          <C>          <C>
    Cash held and invested by
       trusts  . . . . . . . . . . . .      $ 95.6       $ 66.8       $ 73.9
    Subordinated retained interests
       in wholesale receivables  . . .        85.6         86.3         86.5
    Subordinated retained interests
       in retail receivables . . . . .        12.5         12.2         12.4
    Holdback reserves  . . . . . . . .        36.2         43.7         49.6
    Excess servicing fee and other . .        79.3         48.0         47.8
    Allowance for credit losses  . . .       (14.2)        (9.2)       (11.2)
           Total . . . . . . . . . . .      $295.0       $247.8       $259.0
</TABLE>

    The allowance for losses on receivables is summarized as
    follows:
<TABLE>
<CAPTION>
                                            July 31     October 31    July 31
                                             1996          1995        1995
                                                       ($ Millions)
   <S>                                       <C>          <C>          <C>     
   Allowance pertaining to:
       Owned receivables . . . . . .         $ 8.5        $10.4        $ 6.3
       Sold notes  . . . . . . . . .          14.2          9.2         11.2
          Total  . . . . . . . . . .         $22.7        $19.6        $17.5
</TABLE>

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 retail  note  and  lease
financing  revenue in the Statement of Consolidated  Income  and
Retained Earnings.
<PAGE>

                NAVISTAR FINANCIAL CORPORATION
                       AND SUBSIDIARIES


          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Unaudited)



3.  Average short-term debt outstanding during the first nine
    months of fiscal 1996 and 1995, which included commercial paper
    and  bank borrowings, was approximately $64 million  and  $60
    million,  at  an average cost of 6.0% and 5.7%, respectively.
    The weighted average interest rate on all debt, including short-
    term debt and the effect of discounts and related amortization,
    was 6.5% and 7.4% for the first nine months of fiscal 1996 and
    1995, respectively.

    Accounts payable due to affiliated companies at  July  31,
    1996 and 1995 include an intercompany advance of $82.1 million
    and $98.7 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.


4.  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 or loss  on
    the sale of receivables.

    In  February  and  May  1996,  the  Corporation  entered  into
    forward  interest rate lock agreements with a  total  notional
    amount  of  $450 million on U.S. Treasury securities  maturing
    in  1998  related to the May 1996 sale of retail  receivables.
    These  forward  interest rate lock agreements were  closed  in
    May  1996  in  conjunction with the sale of  $460  million  of
    retail notes receivable.  (See Note 2.)

    In  August  and September 1996, the Corporation  entered  into
    forward   interest  rate  lock  agreements  related   to   the
    anticipated  sale of retail receivables. The  Corporation,  in
    anticipation of selling receivables at some time  in  November
    1996,  hedged, a total of $300 million against a U.S. Treasury
    security maturing in 1998.

<PAGE>

  
                NAVISTAR FINANCIAL CORPORATION
                       AND SUBSIDIARIES


          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Unaudited)



5.  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 has been pending.  On June
    10, 1996, the Oklahoma Supreme Court dismissed its review of the
    Court of Appeals decision and left standing the Court of Appeals
    decision reversing the jury verdict.

<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
approximately 8% during the third quarter of 1996 and 10% during
the  first  nine 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.   In  addition, the high  liquidity  in  the
commercial  financing  markets that has existed  over  the  last
several years continues to give NFC's customers an abundance  of
financing alternatives.


Financial Condition

The Corporation's serviced receivables portfolio, which includes
sold  receivables,  totaled $3.2 billion at July  31,  1996  and
October 31, 1995 and $2.8 billion at July 31, 1995.  During  the
first  nine 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 nine  months
of  1995. Acquisitions of wholesale notes decreased $11  million
to $2,088 million during the first nine months of fiscal 1996 as
compared to the same period a year ago. Serviced wholesale  note
balances were $803 million at July 31, 1996, compared with  $854
million and $723 million at October 31, 1995 and July 31,  1995,
respectively.

Acquisitions of retail notes and leases, net of unearned finance
income,  remained strong during the first nine months of  fiscal
1996  at $844 million compared to $748 million during the  first
nine  months  of fiscal 1995.  The Corporation's  share  of  the
retail  financing  of new trucks manufactured by  Transportation
and  sold  in  the United States was 17% during the  first  nine
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 July 31, 1996, up from $1.9 billion at  October
31, 1995 and $1.8 billion at July 31, 1995.

Owned  net  finance  receivable balances including  subordinated
interests in retail and wholesale receivables, were $1.1 billion
at  July  31,  1996, $1.5 billion at October 31, 1995  and  $1.0
billion  at  July  31,  1995.  Sold retail receivables  balances
increased to $1.6 billion at July 31, 1996 from $1.2 billion  at
October  31,  1995 and $1.3 billion at July 31, 1995;  and  sold
wholesale  note  balances  were $500  million  at  each  of  the
aforementioned periods.

<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 nine month periods
ended July 31 are as follows:
<TABLE>
<CAPTION>
                                              Three Months       Nine Months
                                             Ended July 31      Ended July 31
                                             1996     1995      1996     1995
<S>                                         <C>      <C>       <C>      <C>
Income before income taxes:
  Finance operations. . . . . . . . . . .   $24.7    $20.3     $64.4    $42.4
  Insurance operations. . . . . . . . . .     1.0      1.5       2.7      2.0
     Income before taxes. . . . . . . . .    25.7     21.8      67.1     44.4
Taxes on income . . . . . . . . . . . . .    10.1      8.5      26.2     17.3
     Net income . . . . . . . . . . . . .   $15.6    $13.3     $40.9    $27.1
</TABLE>

In  the  third quarter of fiscal 1996, the Corporation's  pretax
income increased $4 million to $26 million compared to the third
quarter of fiscal 1995 as the result of increased gains  on  the
sales of retail receivables and higher retail note balances.

Pretax  income  from finance operations during  the  first  nine
months of 1996 increased $22 million to $64 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 nine months of
1996  were $20.2 million on $985 million sold compared with $5.2
million   of  gains  recognized  on  $740  million   of   retail
receivables  sold  in 1995. The higher gains on  sales  resulted
from  higher  margins  on retail notes due to  declining  market
interest  rates  prior to the sale in November  1995.  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 on the sale in November  1994  as
market  interest  rates were rising and a loss was  recorded  on
that sale.

In  spite  of higher debt balances to support increased  finance
receivables, interest expense decreased $.3 million  during  the
third  quarter and $1.0 million during the first nine 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 $1.3 million to $1.7 million
during  the  third  quarter of 1996 and  $3.4  million  to  $4.4
million during the first nine 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  $.7
million during the first nine months of 1996 as compared to  the
first nine months of 1995 as the result of higher realized gains
on  sales  of  investments and improved experience in  liability
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 nine months of 1996,  the  Corporation
sold  $985  million  of retail notes, net  of  unearned  finance
income,    through   Navistar   Financial   Retail   Receivables
Corporation ("NFRRC"), its wholly-owned subsidiary, to two owner
trusts.   The owner trusts, in turn, sold $946 million of  notes
and $39 million of certificates to investors.  Net proceeds from
the  sales  were  $935 million after deducting  $2  million  for
underwriting fees and $48 million to establish reserve  accounts
with  the  trusts  as credit enhancement for the  public  sales.
During  the  same  period  in 1995, the  Corporation  sold  $740
million  of  retail  notes receivable through  NFRRC  and  owner
trusts to public investors.  Net proceeds from these sales  were
$693 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.  At  July  31,
1996,  the  remaining shelf registration available to NFRRC  for
issuance of asset-backed securities was $2.4 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  July  31,  1996,  available funding under  the  amended  and
restated  credit facility and the asset-backed commercial  paper
facility  was  $551  million,  of which  $118  million  provided
funding   backup  for  the  outstanding  short-term  debt.   The
remaining $433 million when combined with unrestricted cash  and
cash equivalents made $453 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 $20.0 million to Transportation
during  the first nine months of 1996 compared with $6.0 million
of  dividends  paid during the first nine months of  1995.   The
Corporation's debt to equity ratio was 3.6:1 at July  31,  1996,
5.2:1 at October 31, 1995 and 3.3:1 at July 31, 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 4  to  the
Consolidated  Financial  Statements for  further  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 10% decline in customer demand for Class 5 through  8
trucks  during  the  first  three quarters  of  fiscal  1996  is
anticipated  to  continue  in  the  fourth  quarter  and   NFC's
wholesale and retail financing activity is forecast to be  lower
in  the fourth quarter of fiscal 1996.  The lower 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

         The  Registrant filed the following reports on Form 8-K
         during the nine months ended July 31, 1996:

              Date of Report       Date  Filed      Items Reported
              March 29, 1996      June 5, 1996           5, 7



                            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 September 11, 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>                   9-MOS
<FISCAL-YEAR-END>                          OCT-31-1996<F1>
<PERIOD-END>                               JUL-31-1996
<CASH>                                          19,500
<SECURITIES>                                   123,100
<RECEIVABLES>                                1,014,500
<ALLOWANCES>                                   (8,500)
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                           9,700
<DEPRECIATION>                                 (7,100)
<TOTAL-ASSETS>                               1,584,500
<CURRENT-LIABILITIES>                                0
<BONDS>                                        878,100
                                0
                                          0
<COMMON>                                       171,000
<OTHER-SE>                                     104,600
<TOTAL-LIABILITY-AND-EQUITY>                 1,584,500
<SALES>                                              0
<TOTAL-REVENUES>                               196,400
<CGS>                                                0
<TOTAL-COSTS>                                   63,600
<OTHER-EXPENSES>                                 5,700
<LOSS-PROVISION>                                 4,400
<INTEREST-EXPENSE>                              55,600
<INCOME-PRETAX>                                 67,100
<INCOME-TAX>                                    26,200
<INCOME-CONTINUING>                             40,900
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    40,900
<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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