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 January 31, 2004
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 1-9618
NAVISTAR  INTERNATIONAL  CORPORATION
(Exact name of registrant as specified in its charter)
		Delaware							36-3359573
(State or other jurisdiction of                                            incorporation or organization)							(I.R.S. Employer Identification No.)
			4201 Winfield Road, P.O. Box 1488 Warrenville, Illinois 60555
(Address of principal executive offices, Zip Code)
Registrant's telephone number, including area code (630) 753-5000
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 ___
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule12b-2 of the Act.) 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 February 29, 2004, the number of shares outstanding of the registrant's common stock was 69,413,448.

NAVISTAR INTERNATIONAL CORPORATION
AND CONSOLIDATED SUBSIDIARIES
-----------------------------
INDEX
---------
		Page Reference
Part I.  Financial Information:
Item 1.  Financial Statements
Statement of Income
Three Months Ended January 31, 2004 and 2003		3
Statement of Financial Condition
January 31, 2004, October 31, 2003 and January 31, 2003		4
Statement of Cash Flow
Three Months Ended January 31, 2004 and 2003		5
Notes to Financial Statements		6
Additional Financial Information		22
Item 2.  Management's Discussion and Analysis of Financial
Condition and Results of Operations		24
Item 3.  Quantitative and Qualitative Disclosures
About Market Risk		34
Item 4.  Controls and Procedures		34
Part II.  Other Information:
Item 1.  Legal Proceedings		35
Item 2.  Changes in Securities and Use of Proceeds		36
Item 6.  Exhibits and Reports on Form 8-K		37
Signature		38

PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
STATEMENT OF INCOME (Unaudited)
Millions of dollars, except per share data
		Navistar International Corporation and Consolidated Subsidiaries
		Three Months Ended January 31
		2004			2003
Sales and revenues
Sales of manufactured products.		$	1,806		$	1,481
Finance revenue.			50			92
Other income.			3			5
Total sales and revenues			1,859			1,578
Costs and expenses
Cost of products and services sold.			1,603			1,420
Restructuring and other non-recurring charges.			4			-
Postretirement benefits expense.			66			83
Engineering and research expense.			64			57
Selling, general and administrative expense.			121			124
Interest expense.			31			38
Other expense.			7			11
Total costs and expenses			1,896			1,733
Income (loss) from continuing operations before income taxes			(37	)		(155	)
Income tax benefit			(14	)		(57	)
Income (loss) from continuing operations			(23	)		(98	)
Loss from discontinued operations.			-			(1	)
Net income (loss).		$	(23	)	$	(99	)
Basic earnings (loss) per share
Continuing operations		$	(0.34	)	$	(1.47	)
Discontinued operations			-			(0.02	)
Net income (loss)		$	(0.34	)	$	(1.49	)
Diluted earnings (loss) per share
Continuing operations		$	(0.34	)	$	(1.47	)
Discontinued operations			-			(0.02	)
Net income (loss)		$	(0.34	)	$	(1.49	)
Average shares outstanding (millions)
Basic			69.2			66.4
Diluted			69.2			66.4
See Notes to Financial Statements.

STATEMENT OF FINANCIAL CONDITION (Unaudited)
Millions of dollars
		Navistar International Corporation and Consolidated Subsidiaries
		January 31			October 31			January 31
		2004			2003			2003
ASSETS
Current assets
Cash and cash equivalents		$	274		$	447		$	504
Marketable securities			42			78			19
Receivables, net			1,008			869			826
Inventories			575			494			602
Deferred tax asset, net			159			176			253
Other assets			166			149			165
Total current assets			2,224			2,213			2,369
Marketable securities			255			517			515
Finance and other receivables, net			989			955			871
Property and equipment, net			1,318			1,350			1,337
Investments and other assets			364			336			303
Prepaid and intangible pension assets			70			66			62
Deferred tax asset, net			1,500			1,463			1,345
Total assets		$	6,720		$	6,900		$	6,802
LIABILITIES AND SHAREOWNERS' EQUITY
Liabilities
Current liabilities
Notes payable and current maturities of long-term debt		$	277		$	214		$	371
Accounts payable, principally trade			979			1,079			927
Other liabilities			936			911			931
Total current liabilities			2,192			2,204			2,229
Debt:      Manufacturing operations			854			863			890
Financial services operations			1,388			1,533			1,447
Postretirement benefits liability			1,440			1,435			1,368
Other liabilities			526			555			579
Total liabilities			6,400			6,590			6,513
Commitments and contingencies
Shareowners' equity
Series D convertible junior preference stock			4			4			4
Common stock and additional paid in capital (75.3 million shares issued)			2,123			2,118			2,121
Retained earnings (deficit)			(860	)		(824	)		(892	)
Accumulated other comprehensive loss			(782	)		(786	)		(719	)
Common stock held in treasury, at cost
(5.7 million, 6.5 million and 7.1 million shares held)			(165	)		(202	)		(225	)
Total shareowners’ equity			320			310			289
Total liabilities and shareowners’ equity		$	6,720		$	6,900		$	6,802
See Notes to Financial Statements.

STATEMENT OF CASH FLOW (Unaudited)
Millions of dollars
		Navistar International Corporation and Consolidated Subsidiaries
		Three Months Ended January 31
		2004			2003
Cash flow from operations
Net income (loss)		$	(23	)	$	(99	)
Adjustments to reconcile net income (loss) to cash used in operations:
Depreciation and amortization			50			57
Deferred income taxes			(14	)		(54	)
Postretirement benefits funding less than (in excess of) expense			6			(17	)
Other, net			(55	)		(71	)
Change in operating assets and liabilities:
Receivables			(111	)		(1	)
Inventories			(79	)		(9	)
Prepaid and other current assets			(18	)		(38	)
Accounts payable			(99	)		(82	)
Other liabilities			17			(30	)
Cash used in operations			(326	)		(344	)
Cash flow from investment programs
Purchases of retail notes and lease receivables			(346	)		(286	)
Collections/sales of retail notes and lease receivables			266			864
Purchases of marketable securities			(88	)		(428	)
Sales or maturities of marketable securities			386			10
Capital expenditures			(22	)		(48	)
Property and equipment leased to others			-			11
Other investment programs			20			7
Cash provided by investment programs			216			130
Cash flow from financing activities
Issuance of debt			23			218
Principal payments on debt			(35	)		(81	)
Net decrease in notes and debt outstanding under bank revolving credit facility and commercial paper programs			(78	)		(185	)
Proceeds from sale of stock to benefit plans			-			175
Premiums on call options, net			-			(25	)
Other financing activities			27			(4	)
Cash provided by (used in) financing activities			(63	)		98
Cash and cash equivalents
Decrease during the period			(173	)		(116	)
At beginning of the period			447			620
Cash and cash equivalents at end of the period		$	274		$	504
See Notes to Financial Statements.

		Three Months Ended January 31
Millions of dollars		2004			2003
Net income (loss), as reported.		$	(23	)	$	(99	)
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects			(3	)		(3	)
Pro forma net income (loss).		$	(26	)	$	(102	)
Earnings (loss) per share:
Basic – as reported		$	(0.34	)	$	(1.49	)
Basic – pro forma		$	(0.38	)	$	(1.53	)
Diluted – as reported		$	(0.34	)	$	(1.49	)
Diluted – pro forma		$	(0.38	)	$	(1.53	)

		January 31			October 31			January 31
Millions of dollars		2004			2003			2003
Finished products.		$	303		$	279		$	349
Work in process.			65			47			70
Raw materials and supplies.			207			168			183
Total inventories		$	575		$	494		$	602

• Replacement of steel cab trucks with a new line of High Performance Vehicles (HPV) and a concurrent realignment of the company’s truck manufacturing facilities
• Launch of the next generation technology diesel engines (NGD)
• Consolidation of corporate operations
• Realignment of the bus and truck dealership network and termination of various dealerships’ contracts
• Closure of certain faclities and opeations and exit certain activities including the Chatham, Ontario heavy truck assembly facility, the Springfield, Ohio body plant and a manufacturing production line withim one of the company's plants 
• Offer of early retirement and voluntary severance programs to certain union represented employees

(Millions of dollars)		Balance October 31, 2003			Adjustments			Amount Incurred			Balance January 31, 2004
Severance and other benefits		$	21		$	2		$	(11	)	$	12
Curtailment loss			-			2			(2	)		-
Lease terminations			33			-			(1	)		32
Dealer terminations and other charges			29			-			(3	)		26
Other non-recurring charges			74			-			(2	)		72
Total		$	157		$	4		$	(19	)	$	142

Inception Date		Maturity Date		Derivative Type		Notional Amount		Fair Value
October 2000		November 2012		Interest rate cap		$    500		$    (4)
		November 2012		Interest rate cap		500		(4)
July 2001		April 2006		Interest rate swap		28		(1)
November 2001		June 2014		Interest rate swap*		37		-
		July 2006		Interest rate swap*		53		-
November 2002		March 2007		Interest rate swap*		-		-
September 2003		December 2005		Forward starting swap*		50		-
October 2003		March 2004		Cross currency swaps		30		(1)
October 2003		April 2008		Interest rate swap*		-		-
January 2004		December 2005		Forward starting swap*		50		-
		December 2005		Forward starting swap*		50		-

Entity		Amount of Guaranty			Outstanding Balance			Maturity dates extend to
NIC		$	393		$	102			2009
NFC		$	185		$	103			2007

Millions of dollars
Balance, beginning of period.		$	173
Change in liability for warranties issued during the period.			39
Change in liability for preexisting warranties.			7
Payments made			(42	)
Balance, end of period.		$	177

Millions of dollars		Truck			Engine			Financial Services			Total
		For the quarter ended January 31, 2004
External revenues		$	1,346		$	460		$	51		$	1,857
Intersegment revenues			-			134			9			143
Total revenues		$	1,346		$	594		$	60		$	2,000
Segment profit (loss)		$	6		$	3		$	17		$	26
		As of January 31, 2004
Segment assets		$	1,465		$	1,064		$	2,211		$	4,740
		For the quarter ended January 31, 2003
External revenues		$	1,091		$	390		$	94		$	1,575
Intersegment revenues			-			110			8			118
Total revenues		$	1,091		$	500		$	102		$	1,693
Segment profit (loss)		$	(96	)	$	(35	)	$	48		$	(83	)
		As of January 31, 2003
Segment assets		$	1,403		$	963		$	2,252		$	4,618

Millions of dollars		2004			2003
Segment sales and revenues		$	2,000		$	1,693
Other income			2			3
Intercompany			(143	)		(118	)
Consolidated sales and revenues		$	1,859		$	1,578
Segment profit (loss)		$	26		$	(83	)
Restructuring adjustment			(4	)		-
Corporate items			(45	)		(56	)
Manufacturing net interest expense			(14	)		(16	)
Consolidated pre-tax income (loss) from continuing operations		$	(37	)	$	(155	)
Segment assets		$	4,740		$	4,618
Cash and marketable securities			224			355
Deferred taxes			1,659			1,598
Corporate intangible pension assets			2			12
Other corporate and eliminations			95			219
Consolidated assets		$	6,720		$	6,802

					For the Three Months Ended January 31
Millions of dollars		2004						2003
Net income (loss).					$	(23	)				$	(99	)
Other comprehensive income (loss).						3						(14	)
Total comprehensive income (loss)					$	(20	)				$	(113	)

		For the Three Months Ended January 31
Millions of dollars, except share and per share data		2004			2003
Income (loss) from continuing operations.		$	(23	)	$	(98	)
Loss from discontinued operations.			-			(1	)
Net income (loss)		$	(23	)	$	(99	)
Average shares outstanding (millions)
Basic			69.2			66.4
Diluted			69.2			66.4
Basic earnings (loss) per share
Continuing operations		$	(0.34	)	$	(1.47	)
Discontinued operations			-			(0.02	)
Net income (loss)		$	(0.34	)	$	(1.49	)
Diluted earnings (loss) per share
Continuing operations		$	(0.34	)	$	(1.47	)
Discontinued operations			-			(0.02	)
Net income (loss)		$	(0.34	)	$	(1.49	)

Millions of dollars		NIC			International			Non-Guarantor Companies and Eliminations			Consolidated
CONDENSED CONSOLIDATING STATEMENT OF INCOME FOR THE THREE MONTHS ENDED JANUARY 31, 2004
Sales and revenues		$	-		$	1,478		$	381		$	1,859
Cost of products and services sold			11			1,378			214			1,603
Restructuring and other non-recurring charges			-			-			4			4
All other operating expenses			(5	)		246			48			289
Total costs and expenses			6			1,624			266			1,896
Equity in income (loss) of non-consolidated subsidiaries			(31	)		76			(45	)		-
Income (loss) from continuing operations before income taxes			(37	)		(70	)		70			(37	)
Income tax expense (benefit)			(14	)		-			-			(14	)
Net income (loss)		$	(23	)	$	(70	)	$	70		$	(23	)
CONDENSED CONSOLIDATING STATEMENT OF FINANCIAL CONDITION AS OF JANUARY 31, 2004
Assets
Cash and marketable securities		$	85		$	24		$	462		$	571
Receivables, net			1			169			1,827			1,997
Inventories			-			350			225			575
Property and equipment, net			-			755			563			1,318
Investment in affiliates			(2,764	)		936			1,828			-
Deferred tax asset and other assets			1,663			204			392			2,259
Total assets		$	(1,015	)	$	2,438		$	5,297		$	6,720
Liabilities and shareowners’ equity
Debt		$	840		$	16		$	1,663		$	2,519
Postretirement benefits liability			-			1,542			197			1,739
Amounts due to (from) affiliates			(2,522	)		2,741			(219	)		-
Other liabilities			347			1,320			475			2,142
Total liabilities			(1,335	)		5,619			2,116			6,400
Shareowners’ equity (deficit)			320			(3,181	)		3,181			320
Total liabilities and shareowners’ equity		$	(1,015	)	$	2,438		$	5,297		$	6,720
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW FOR THE THREE MONTHS ENDED JANUARY 31, 2004
Cash provided by (used in) operations		$	(174	)	$	(52	)	$	(100	)	$	(326	)
Cash flow from investment programs
Purchases, net of collections, of finance receivables			-			-			(80	)		(80	)
Net increase in marketable securities			22			-			276			298
Capital expenditures			-			(12	)		(10	)		(22	)
Other investing activities			(8	)		68			(40	)		20
Cash provided by investment programs			14			56			146			216
Cash flow from financing activities
Net repayments of debt			-			(1	)		(89	)		(90	)
Other financing activities			27			-			-			27
Cash provided by (used in) financing activities			27			(1	)		(89	)		(63	)
Cash and cash equivalents
Increase (decrease) during the period			(133	)		3			(43	)		(173	)
At beginning of the period			218			21			208			447
Cash and cash equivalents at end of the period		$	85		$	24		$	165		$	274

Millions of dollars		NIC			International			Non-Guarantor Companies and Eliminations			Consolidated
CONDENSED CONSOLIDATING STATEMENT OF INCOME FOR THREE MONTHS ENDED JANUARY 31, 2003
Sales and revenues		$	1		$	1,146		$	431		$	1,578
Cost of products and services sold			3			1,134			283			1,420
All other operating expenses			(6	)		271			48			313
Total costs and expenses			(3	)		1,405			331			1,733
Equity in income (loss) of non-consolidated subsidiaries			(160	)		85			75			-
Income (loss) from continuing operations before income taxes			(156	)		(174	)		175			(155	)
Income tax expense (benefit)			(57	)		13			(13	)		(57	)
Income (loss) from continuing operations			(99	)		(187	)		188			(98	)
Loss from discontinued operations			-			-			(1	)		(1	)
Net income (loss)		$	(99	)	$	(187	)	$	187		$	(99	)
CONDENSED CONSOLIDATING STATEMENT OF FINANCIAL CONDITION AS OF JANUARY 31, 2003
Assets
Cash and marketable securities		$	244		$	11		$	783		$	1,038
Receivables, net			6			187			1,504			1,697
Inventories			-			344			258			602
Property and equipment, net			-			783			554			1,337
Investment in affiliates			(2,758	)		757			2,001			-
Deferred tax asset and other assets			1,601			156			371			2,128
Total assets		$	(907	)	$	2,238		$	5,471		$	6,802
Liabilities and shareowners’ equity
Debt		$	940		$	19		$	1,749		$	2,708
Postretirement benefits liability			-			1,462			154			1,616
Amounts due to (from) affiliates			(2,384	)		2,281			103			-
Other liabilities			248			1,482			459			2,189
Total liabilities			(1,196	)		5,244			2,465			6,513
Shareowners’ equity (deficit)			289			(3,006	)		3,006			289
Total liabilities and shareowners’ equity		$	(907	)	$	2,238		$	5,471		$	6,802
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW FOR THE THREE MONTHS ENDED JANUARY 31, 2003
Cash provided by (used in) operations		$	(492	)	$	46		$	102		$	(344	)
Cash flow from investment programs
Purchases, net of collections, of finance receivables			-			-			578			578
Net (increase) decrease in marketable securities			-			-			(418	)		(418	)
Capital expenditures			-			(42	)		(6	)		(48	)
Other investing activities			(4	)		1			21			18
Cash provided by (used in) investment programs			(4	)		(41	)		175			130
Cash flow from financing activities
Net borrowings (repayments) of debt			152			(2	)		(198	)		(48	)
Other financing activities			173			-			(27	)		146
Cash provided by (used in) financing activities			325			(2	)		(225	)		98
Cash and cash equivalents
Increase (decrease) during the period			(171	)		3			52			(116	)
At beginning of the period			415			8			197			620
Cash and cash equivalents at end of the period		$	244		$	11		$	249		$	504

		Three Months Ended January 31
Condensed Statement of Income		2004			2003
Sales of manufactured products		$	1,807		$	1,481
Other income			2			3
Total sales and revenues			1,809			1,484
Cost of products sold			1,591			1,403
Restructuring and other non-recurring charges			4			-
Postretirement benefits expense			65			83
Engineering and research expense			64			57
Selling, general and administrative expense			108			108
Other expense			31			36
Total costs and expenses			1,863			1,687
Income (loss) from continuing operations before income taxes:
Manufacturing operations			(54	)		(203	)
Financial services operations			17			48
Income (loss) from continuing operations before income taxes			(37	)		(155	)
Income tax benefit			(14	)		(57	)
Income (loss) from continuing operations			(23	)		(98	)
Loss from discontinued operations			-			(1	)
Net income (loss)		$	(23	)	$	(99	)

		January 31			October 31			January 31
Condensed Statement of Financial Condition		2004			2003			2003
Cash, cash equivalents and marketable securities		$	279		$	502		$	473
Inventories			564			484			567
Property and equipment, net			1,122			1,144			1,089
Equity in non-consolidated subsidiaries			490			470			474
Other assets			869			831			814
Deferred tax asset, net			1,657			1,639			1,597
Total assets		$	4,981		$	5,070		$	5,014
Accounts payable, principally trade		$	948		$	1,036		$	891
Postretirement benefits liability			1,719			1,995			1,602
Debt			887			896			1,022
Other liabilities			1,107			833			1,210
Shareowners’ equity			320			310			289
Total liabilities and shareowners’ equity		$	4,981		$	5,070		$	5,014

		Three Months Ended January 31
Condensed Statement of Cash Flow		2004			2003
Cash flow from operations
Net income (loss)		$	(23	)	$	(99	)
Adjustments to reconcile net income (loss) to cash used in operations:
Depreciation and amortization			37			41
Deferred income taxes			(20	)		(75	)
Postretirement benefits funding less than (in excess of) expense			6			(17	)
Equity in earnings of investees, net of dividends received			(16	)		(29	)
Other, net			(43	)		(26	)
Change in operating assets and liabilities			(179	)		(172	)
Cash used in operations			(238	)		(377	)
Cash flow from investment programs
Purchases of marketable securities			(88	)		(28	)
Sales or maturities of marketable securities			133			10
Capital expenditures			(22	)		(47	)
Receivable from financial services operations			(2	)		64
Investment in affiliates			(4	)		2
Other investment programs			25			11
Cash provided by investment programs			42			12
Cash provided by financing activities			18			271
Cash and cash equivalents
Decrease during the period			(178	)		(94	)
At beginning of the period			424			549
Cash and cash equivalents at end of the period		$	246		$	455

		Three Months Ended January 31
Key Financial Indicators:
(Millions of dollars, except per share data and margin)			2004			2003
Sales and revenues		$	1,859		$	1,578
Cost of products and services sold			1,603			1,420
Total expenses			293			313
Total costs and expense			1,896			1,733
Net income/(loss)		$	(23	)	$	(99	)
Diluted loss per share		$	(0.34	)	$	(1.49	)
Manufacturing gross margin			12.0	%		5.3	%

The following sections analyze the company's first quarter operating results as they relate to its three principal segments: truck, engine, and financial services.

Truck

The truck segment manufactures and distributes a full line of Class 6 through 8 diesel-powered trucks and school buses in the common carrier, private carrier, government/service, leasing, construction, energy/petroleum and student transportation markets. The truck segment also provides customers with proprietary products needed to support the International â truck and the IC ä bus lines, together with a wide selection of other standard truck and trailer aftermarket parts. Sales of Class 6 through 8 trucks have historically been cyclical, with demand affected by such economic factors as industrial production, construction, demand for consumer durable goods, interest rates as well as the earnings and cash flow of dealers and customers. In addition, the Class 6 through 8 truck markets in the U.S. and Canada are highly competitive. The intensity of this competition results in price discounting and margin pressures throughout the industry. Even though sales volume has improved, the company is still experiencing competitive pricing pressure on its new truck sales. In addition to the influence of price, market position is driven by product quality, engineering, styling, utility and distribution.

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Navistar International Corporation and Consolidated Subsidiaries

Results of Operations (continued)

Truck (continued)

The following table highlights the truck segment’s financial and industry results for the three months ended January 31, 2004 and 2003.

		Three Months Ended January 31
		2004			2003
Results (Millions of dollars):
Sales		$	1,346		$	1,091
Net income/(loss)			6			(96	)
Industry data (in units):
U.S. and Canadian sales (Class 6 through 8)			73,900			58,400
Class 8 heavy truck			44,200			36,000
Class 6 and 7 medium truck *			22,700			16,200
School buses			7,000			6,200
Company data (in units):
U.S. and Canadian sales (Class 6 through 8)			20,700			17,100
Class 8 heavy truck sales			6,900			6,300
Class 6 and 7 medium truck *			9,700			6,800
School buses			4,100			4,000
Order backlog (in units)			21,700			19,300
Overall U.S. and Canada market share (Class 6 through 8 and bus)			27.9	%		29.4	%

        * The company does not meaningfully participate in the Class 5 medium truck market.

The truck segment’s improved performance is the result of increased sales volume along all product lines and increased efficiency within its manufacturing processes. Signs of an overall economic recovery caused leasing companies to resume purchases in the first quarter of 2004, which has resulted in increased order receipts in the heavy and medium truck industries. The company’s U.S. and Canadian order backlog climbed due to this increase in orders for heavy and medium trucks. The company’s overall market share decreased slightly in the first quarter due to weaker order rates for school buses. The company believes this slight downturn within bus is a timing issue.

The company currently projects fiscal 2004 U.S. and Canadian Class 8 heavy truck demand to be 208,000 units, up 31% from 2003. Class 6 and 7 medium truck demand, excluding school buses, is forecast at 93,000 units, 24% higher than in 2003. Demand for school buses is expected to be 27,500 units, down 6% from 2003.

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Navistar International Corporation and Consolidated Subsidiaries

Results of Operations (continued)

Engine

The engine segment designs and manufactures diesel engines in the 160-300 horsepower range for use in the company’s Class 6 and 7 medium trucks, school buses and selected Class 8 heavy truck models. The company’s diesel engines are also produced for original equipment manufacturers (OEMs), principally Ford Motor Company (Ford). This segment also sells engines for industrial and agricultural applications. In addition, the engine segment provides customers with proprietary products needed to support the International â engine lines, together with a wide selection of other standard engine and aftermarket parts.

    The following table highlights the engine segment’s financial and industry results for the three months ended January 31, 2004 and 2003.

		Three Months Ended January 31
		2004			2003
Results (Millions of dollars):
Sales		$	594		$	500
Net income/(loss)			3			(35	)
Sales data (in units):
Total engine sales			91,000			78,000
OEM sales			74,500			63,400

The engine segment’s net income for the first three months of 2004 improved by $38 million when compared to the same period in 2003 while revenues improved 19% over the comparable period. The increases in the engine segment’s profits and revenues for 2004 are primarily the result of higher engine shipments to OEMs. In addition, 2003 first quarter volume and operating results were unfavorably impacted by start up costs associated with the introduction of the 6.0L V-8 engine. The company’s V-8 shipments to Ford accounted for 89% of all OEM engine sales in the current period as compared to 86% in the comparable period.

The company continues to forecast that OEM shipments of mid-range diesel engines in 2004 are expected to be 349,000 units, 5% higher than 2003.

Financial Services

Financial services provides wholesale, retail and lease financing for sales of new and used trucks sold by the company and its dealers in the U.S. and Mexico. Financial services also finances the company’s wholesale accounts and selected retail accounts receivable. Sales of new products (including trailers) of other manufacturers are also financed regardless of whether designed or customarily sold for use with the company's truck products.

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Navistar International Corporation and Consolidated Subsidiaries

Results of Operations (continued)

Financial Services (continued)

The following table highlights the financial services segment’s financial results for the three months ended January 31, 2004 and 2003.

		Three Months Ended January 31
		2004			2003
Results (Millions of dollars):
Revenue		$	60		$	102
Net income			17			48
Sales of retail receivables		$	195		$	824
Gain on sales of retail receivables			6			33

The decrease in income is primarily attributable to a smaller gain on the sale of retail receivables in the first quarter of 2004. The decline in the amount of receivables sold was due to the accelerated sales of receivables in the fourth quarter of 2003 to take advantage of favorable interest rates.

Restructuring and Other Non-recurring Charges

Restructuring

In 2000 and 2002, the company’s board of directors approved two separate plans to restructure its manufacturing and corporate operations (Plans of Restructuring). The company incurred charges for severance and other benefits, curtailment losses, lease terminations, asset and inventory write-downs and other exit costs relating to the major restructuring, integration and cost reduction initiatives originally included in the Plans of Restructuring. A detailed discussion of the charges and initiatives can be found in Note H to the financial statements.

Other Non-Recurring Charges

The company entered into an agreement with Ford to develop and manufacture a V-6 diesel engine to be used in specific Ford vehicles. In October 2002, Ford advised the company that its current business case for a V-6 diesel engine in the specified vehicles was not viable and discontinued its program for the use of these engines. Accordingly, in 2002, the company recorded charges for the write-off of deferred pre-production costs, the write-down of fixed assets that were abandoned, lease obligations under non-cancelable operating leases, and accruals for amounts contractually owed to suppliers. In April 2003, the company reached a comprehensive agreement with Ford concerning termination of its V-6 diesel engine program. The terms of the agreement include compensation to neutralize certain current and future V-6 diesel engine program related costs not accrued for as part of the 2002 non-recurring charge, resolution of ongoing pricing related to the company’s V-8 diesel engine program and a release by the parties of all of their obligations under the V-6 diesel engine contract. The company will continue as Ford’s exclusive supplier of V-8 diesel engines through 2012.

Status

     The company recorded an adjustment in the first quarter of 2004 totaling $4 million of additional expense to the previously recorded restructuring charge. The adjustment relates to the early retirement and voluntary severance program offered to employees at the Chatham facility. This adjustment finalized the postretirement curtailment charge taken in 2003, which was based upon estimates, and records the increased benefit expense for those who have accepted the program since October 31, 2003.

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Navistar International Corporation and Consolidated Subsidiaries

Restructuring and Other Non-recurring Charges (continued)

     Through January 31, 2004, the company has recorded cumulative charges of $823 million relating to the Plans of Restructuring and non-recurring charges. The remaining liability of $142 million is expected to be funded from existing cash balances and internally generated cash flows from operations. The total cash outlay for the remainder of 2004 is expected to be $39 million with the remaining obligation of $103 million, primarily related to non-recurring charges and long-term non-cancelable lease agreements, to be settled in 2005 and beyond.

     The initiatives for the Plans of Restructuring are expected to generate at least $70 million of annualized savings for the company, primarily from lower salary and benefit costs and plant operating costs. The company will continue to realize these benefits in 2004 and beyond.

Components of the company’s Plans of Restructuring and other non-recurring charges are shown in the following table.

(Millions of dollars)		Balance October 31, 2003			Adjustments			Amount Incurred			Balance January 31, 2004
Severance and other benefits		$	21		$	2		$	(11	)	$	12
Curtailment loss			-			2			(2	)		-
Lease terminations			33			-			(1	)		32
Dealer terminations and other charges			29			-			(3	)		26
Other non-recurring charges			74			-			(2	)		72
Total		$	157		$	4		$	(19	)	$	142

The first quarter adjustments are included in "Restructuring and other non-recurring charges" on the Statement of Income. The company is in the process of completing certain aspects of the Plans of Restructuring and will continue to evaluate the remaining restructuring reserves as the plans are executed. As a result, there may be additional adjustments to the reserves noted above. Since the company-wide restructuring plans are an aggregation of many individual components requiring judgments and estimates, actual costs have differed from estimated amounts.

Liquidity and Capital Resources

Cash Requirements

The company generates cash flow from the manufacture and sale of trucks, mid-range diesel engines and service parts. In addition, cash flow is generated from product financing provided to the company’s dealers and retail customers by the financial services segment. It is the opinion of management that, in the absence of significant unanticipated cash demands, current and forecasted cash flow from the company’s manufacturing operations, financial services operations and financing capacity will provide sufficient funds to meet operating requirements and capital expenditures. Management of the company’s financial services operations believes that collections on the outstanding receivables portfolios as well as funds available from va rious funding sources will permit the financial services operations to meet the financing requirements of International’s dealers and retail customers. Currently, under limitations in various debt agreements, the manufacturing operations are generally unable to incur material amounts of additional debt. The manufacturing operations are generally allowed under these limitations to refinance debt as it matures.

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Navistar International Corporation and Consolidated Subsidiaries

Liquidity and Capital Resources (continued)

Sources and Uses of Cash

		Three Months Ended
(Millions of dollars)		January 31, 2004
Cash flow from operations		$	(326	)
Cash flow from investment programs			216
Cash flow from financing activities			(63	)
Total cash flow		$	(173	)
Cash and cash equivalents-beginning balance		$	447
Cash and cash equivalents-ending balance		$	274
Outstanding capital commitments		$	62

The company had working capital of $32 million at January 31, 2004, compared to $140 million at January 31, 2003. Cash used in operations during the first quarter of 2004 totaled $326 million, including a net loss of $23 million, an $111 million increase in receivables primarily due to a net increase in wholesale notes and account balances, a $79 million increase in inventory due to higher truck and engine production volume and a $99 million decrease in accounts payable primarily due to the timing of invoices paid. Cash provided by investment programs resulted from a net decrease in marketable securities of $298 million. This was partially offset by a net increase in retail notes and lease receivables of $80 million. Cash used in financing activ ities primarily resulted from a net decrease in notes and debt outstanding under the bank revolving credit facility and other commercial paper programs of $78 million, which was partially offset by a net decrease in long-term debt of $12 million.

There have been no material changes in the company’s hedging strategies or derivative positions since October 31, 2003. Further disclosure may be found in Note J to the Financial Statements and in the company’s 2003 Annual Report on Form 10-K.

Financial Services

The financial services segment, mainly Navistar Financial Corporation (NFC), has traditionally obtained the funds to provide financing to the company ’s dealers and retail customers from sales of finance receivables, commercial paper, short and long-term bank borrowings and medium and long-term debt. As of January 31, 2004, NFC’s funding consisted of sold finance receivables of $2,775 million, bank and other borrowings of $999 million, convertible debt of $180 million and secured borrowings of $209 million. NFC securitizes and sells receivables through Navistar Financial Retail Receivables Corporation (NFRRC), Navistar Financial Securities Corporation (NFSC), Truck Retail Accounts Corporation (TRAC), Truck Engine Receivables Financing Corporation (TERFCO) and Truck Retail Installment Paper Corporation (TRIP), all special purpose corporations and wholly owned subsidiaries of NFC. The sales of finance receivables in each securitization constitute sales under accounting principles generally accepted in the United States of America, with the result that the sold receivables are removed from NFC’s balance sheet and the investors’ interests in the related trust or conduit are not reflected as liabilities.

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Navistar International Corporation and Consolidated Subsidiaries

Liquidity and Capital Resources (continued)

Financial Services (continued)

Through the asset-backed public market and private placement sales, NFC has been able to fund fixed rate retail notes and finance leases at rates which are more economical than those available to NFC in the unsecured public bond market. During the first quarter of 2004, NFC sold $195 million of retail notes and finance leases, net of unearned finance income, for a pre-tax gain of $6 million. The receivables were sold through NFRRC to an owner trust which, in turn, issued asset-backed securities that were sold to investors. At January 31, 2004, the remaining shelf registration available to NFRRC for the public issuance of asset-backed securities was $600 million.

 

The following are the funding facilities, in millions, that NFC and its related affiliates have in place as of January 31, 2004.

Company	Instrument type	Total Amount	Purpose of funding	Amount utilized	Matures or expires
TERFCO	Trust	$ 100	Unsecured Ford trade receivables	$ 100	2006
NFSC	Revolving wholesale note trust	$1,024	Eligible wholesale notes	$ 798	various
TRIP	Revolving retail facility	$ 500	Retail notes and leases	$ 316	2005
NFC	Revolving credit facilities	$ 820	Retail notes and leases	$ 535	2005

As of January 31, 2004 , the aggregate available to fund finance receivables under the various facilities was $822 million.

Pension and Other Postretirement Benefits

Generally, the company’s pension plans are non-contributory. The company’s policy is to fund its pension plans in accordance with applicable U.S. and Canadian government regulations and to make additional payments as funds are available to achieve full funding of the accumulated benefit obligation. Other benefits obligations are primarily funded in accordance with the legal agreement, which governs the Voluntary Employees Beneficiary Association (VEBA) that currently requires the company to fund a portion of the plan’s annual service cost.

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Navistar International Corporation and Consolidated Subsidiaries

Critical Accounting Policies

The company has identified critical accounting policies that, as a result of the judgments, uncertainties, uniqueness and complexities of the underlying accounting standards and operations involved, could result in material changes to its financial condition or results of operations under different conditions or using different assumptions. The company’s most critical accounting policies are related to sales allowances, sales of receivables, product warranty, product liability, pension and other postretirement benefits, allowance for losses and impairment of long-lived assets. Details regarding the company’s use of these policies are described in the 2003 Annual Report on Form 10-K filed with the Securities and Exchange Commission. The re have been no material changes to these policies since October 31, 2003.

Income Taxes

The Statement of Financial Condition at January 31, 2004, includes a deferred tax asset of $1,470 million, net of valuation allowances of $110 million. The company performs extensive analysis to determine the amount of the deferred tax asset. Such analysis is based on the premise that the company is, and will continue to be, a going concern and that it is more likely than not that deferred tax benefits will be realized through the generation of future taxable income. For more information, refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 3 in the company’s 2003 Annual Report on Form 10-K.

New Accounting Pronouncements

In December 2003, the Financial Accounting Standards Board (FASB) issued a revision to SFAS No. 132 (SFAS 132), "Employers’ Disclosure about Pensions and Other Postretirement Benefits." This Statement retains the disclosures previously required by SFAS 132 but adds additional disclosure requirements about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans. The required information is to be provided separately for pension plans and for other postretirement benefit plans. The interim-period disclosures required by this Statement are effective for interim periods beginning after December 15, 2003. The company will provide the required disclosures beginning in the quarter ending April 30, 2004.< /FONT>

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities." This interpretation addresses consolidation requirements of variable interest entities (VIEs). In December 2003, the FASB revised this Interpretation to clarify the application of Accounting Research Bulletin No. 51, "Consolidated Financial Statements", to certain entities in which equity investors do not have the characteristics of a controlling financial interest for the entity to finance its activities without additional financial support. This Interpretation, as revised, is effective for periods ending after December 15, 2003. The company determined that it does not have an interest in a VIE, as defined within this Interpretation. Therefore , this Interpretation has no impact on the company’s results of operations, financial condition, and cash flows.

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Navistar International Corporation and Consolidated Subsidiaries

New Accounting Pronouncements (continued)

On December 8, 2003, the President signed the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act) into law. The Act introduces a voluntary prescription drug benefit under Medicare as well as a federal subsidy to sponsors of retiree health care plans that provide prescription drug benefits that are at least actuarially equivalent to Medicare Part D. As permitted by FSP 106-1, which was issued in January 2004, the company has chosen to defer recognizing the effects of the Act on its postretirement health care insurance plans until authoritative guidance is issued by the FASB. Accordingly, the company’s measures of the accumulated projected benefit obligation and net periodic postretirement benefit expense do not reflect the effects of the Act. Authoritative gu idance on the timing and method of accounting for the federal subsidy is pending. When issued, that guidance could require the company to change previously reported information. The company anticipates the Act will result in a reduction of its future net health care expenses and liabilities.

Forward Looking Statements

This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, and such forward-looking statements only speak as of the date of this Form 10-Q. Forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy . These statements often include words such as "believe," "expect," "anticipate," "intend," "plan," "estimate" or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read and consider this Form 10-Q, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. For a further description of these factors, see Exhibit 99.1 to Form 10-K for the year ended October 31, 2003, filed with the S EC on December 19, 2003.

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Navistar International Corporation and Consolidated Subsidiaries
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
	The company’s primary market risks include fluctuations in interest rates and currency exchange rates as further described in Item 7A of the 2003 Annual Report on Form 10-K.   Interest rate risk is the risk that the company will incur economic losses due to adverse changes in interest rates. The company measures its interest rate risk by estimating the net amount by which the fair value of all of its interest rate sensitive assets and liabilities would be impacted by selected hypothetical changes in market interest rates. Fair value is estimated using a discounted cash flow analysis. Assuming a hypothetical instantaneous 10% adverse change in interest rates as of January 31, 2004, the net fair value of these instruments would decrease by approximately $17 million. The company’s interest rate sensitivity analysis assumes a parallel shift in interest rate yield curves. The model, therefore, does not reflect the potential impact of changes in the relationship between short-term and long-term interest rates.   There have been no material changes in the company’s foreign currency risk since October 31, 2003, as reported in the 2003 Annual Report on Form 10-K.
Item 4.	Controls and Procedures
	Evaluation of disclosure controls and procedures   The company’s principal executive officer and principal financial officer, along with other management of the company, evaluated the effectiveness of the company’s disclosure controls and procedures (as defined in rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of January 31, 2004. Based on that evaluation, the principal executive officer and principal financial officer of the company concluded that, as of January 31, 2004, the disclosure controls and procedures in place at the company were (1) designed to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to them to allow timely decisions regarding required disclosure and (2) effective, in that such disclosure co ntrols and procedures provide reasonable assurance that information required to be disclosed by the company, including its consolidated subsidiaries, in reports that the company files or submits under the Exchange Act is recorded, processed, summarized and reported on a timely basis in accordance with applicable rules and regulations. Although the company’s principal executive officer and principal financial officer believe the company’s existing disclosure controls and procedures are adequate to enable the company to comply with its disclosure obligations, the company has established a disclosure committee and is in the process of formalizing and documenting the controls and procedures already in place.   Changes in internal controls   The company has not made any significant changes to its internal control over financial reporting (as defined in rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended January 31, 2004 that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

PAGE 35
Navistar International Corporation and Consolidated Subsidiaries
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings
	The company and its subsidiaries are subject to various claims arising in the ordinary course of business, and are parties to various legal proceedings that constitute ordinary routine litigation incidental to the business of the company and its subsidiaries. The majority of these claims and proceedings relate to commercial, product liability and warranty matters. In the opinion of the company’s management, the disposition of these proceedings and claims, after taking into account established reserves and the availability and limits of the company’s insurance coverage, will not have a material adverse affect on the business or the financial condition of the company.   Various claims and controversies have arisen between the company and its former fuel system supplier, Caterpillar Inc., regarding the ownership and validity of certain patents covering fuel system technology used in the company's new version of diesel engines that were introduced in February 2002. In June 1999, in Federal Court in Peoria, Illinois, Caterpillar sued Sturman Industries, Inc. (Sturman), the company’s joint venture partner in developing fuel system technology, alleging that technology invented and patented by Sturman and licensed to the company, belongs to Caterpillar. After a trial, on July 18, 2002, the jury returned a verdict in favor of Caterpillar finding that this technology belongs to Caterpillar under a prior contract between Caterpillar and Sturman. Sturman has app ealed the adverse judgment, and the company is cooperating with Sturman in this effort. In May 2003, in Federal Court in Columbia, South Carolina, Caterpillar sued the company, its supplier of fuel injectors and joint venture, Siemens Diesel Systems Technology, L.L.C., and Sturman for patent infringement alleging that the Sturman fuel system technology patents and certain Caterpillar patents are infringed in the company’s new engines. The company believes that it has meritorious defenses to the claims of infringement of the Sturman patents as well as the Caterpillar patents and will vigorously defend such claims. Based on the information developed to date, the company believes that the proceedings will not have a material adverse impact on the business, results of operations or financial condition of the company.   In January 2002, Caterpillar sued the company in the Circuit Court in Peoria County, Illinois, and the company counterclaimed against Caterpillar, each alleging the other breached the purchase agreement pursuant to which Caterpillar supplied fuel systems for the company’s prior version of diesel engines. Caterpillar’s claims involve a 1990 agreement to reimburse Caterpillar for costs associated with the delayed launch of the company’s V8 diesel engine program. Reimbursement of the delay costs was made by a surcharge of $8.08 on each injector purchased and the purchase of certain minimum quantities of spare parts. In 1999, the company concluded that, in accordance with the 1990 agreement, it had fully reimbursed Caterpillar for its delay costs and stopped paying the surcharge a nd purchasing the minimum quantities of spare parts. Caterpillar is asserting that the surcharge and the spare parts purchase requirements continue throughout the life of the contract and has sued the company to recover these amounts, plus interest. Caterpillar also asserts that the company failed to purchase all of its fuel injector requirements under the contract and, in collusion with Sturman, failed to pursue a future fuel systems supply relationship with Caterpillar. The company has counterclaimed that Caterpillar breached the Supply Agreement by refusing to supply the new fuel system for the company’s new diesel engines. The company is seeking damages from Caterpillar on account of this refusal and the company’s subsequent replacement of Caterpillar as its fuel system supplier. Based upon the information developed to date, and taking into account established reserves, the company believes that the ultimate resolution of the foregoing matters will not have a material adverse impact on the busi ness, results of operations or financial condition of the company.

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	Navistar International Corporation and Consolidated Subsidiaries
	PART II - OTHER INFORMATION (continued)
Item 1.	Legal Proceedings (continued)
	Along with other vehicle manufacturers, the company and certain of its subsidiaries have been subject to an increase in the number of asbestos-related claims in recent years. Management believes that such claims will not have a material adverse affect on the company’s financial condition or results of operations. In general these claims relate to illnesses alleged to have resulted from asbestos exposure from component parts found in older vehicles, although some cases relate to the presence of asbestos in company facilities. In these claims the company is not the sole defendant, and the claims name as defendants numerous manufacturers and suppliers of a wide variety of products allegedly containing asbestos. Management has strongly disputed these claims, and it has been the company’ ;s policy to defend against them vigorously. Historically, the actual damages paid out to claimants have not been material to the company’s financial condition. However, management believes the company and other vehicle manufacturers are being more aggressively targeted, largely as a result of bankruptcies of manufacturers of asbestos and products containing asbestos. It is possible that the number of these claims will continue to grow, and that the costs for resolving asbestos related claims could become significant in the future.
Item 2.	Changes in Securities and Use of Proceeds
	Directors of the company who are not employees receive an annual retainer and meeting fees payable at their election in shares of common stock of the company or in cash. Currently the board of directors mandates that at least one-fourth of the annual retainer be paid in the form of common stock of the company. For the period covered by this report, receipt of approximately 1,261 shares were deferred as payment for the fiscal year 2004 annual retainer and meeting fees. In each case, the shares were acquired at prices ranging from $42.885 to $48.120 per share, which represented the fair market value of such shares on the date of acquisition. Exemption from registration of the shares is claimed by the company under Section 4(2) of the Securities Act of 1933, as amended.   Payments of cash dividends and the repurchase of common stock are currently limited due to restrictions contained in the company’s $400 million Senior Notes, $250 million Senior Subordinated Notes and $19 million Note Purchase Agreement. The company has not paid dividends on the common stock since 1980 and does not expect to pay cash dividends on the common stock in the foreseeable future.

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Navistar International Corporation and Consolidated Subsidiaries
PART II – OTHER INFORMATION (continued)
Item 6.	Exhibits and reports on Form 8-K
		Page
	(a)    Exhibits:
	3.    Articles of Incorporation and By-Laws	E-1
	4.    Instruments Defining the Rights of Security Holders, Including Indentures	E-2
	31.1  CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	E-6
	31.2  CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	E-7
	32.1  CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	E-8
	32.2  CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	E-9
	(b)  Reports on Form 8-K:
	The company furnished a current report on Form 8-K with the Commission on November 7, 2003, in which the company announced one of its officers would be presenting an overview of the business at an analyst conference.
	The company furnished a current report on Form 8-K with the Commission on December 2, 2003, in which the company released its fourth quarter 2003 earnings.
	The company filed a current report on Form 8-K with the Commission on December 2, 2003, in which the company provided an earnings summary for the fourth quarter and fiscal year ended October 31, 2003.
	The company filed a current report on Form 8-K with the Commission on December 15, 2003, in which the company’s officers provided guidance on its fiscal 2004 outlook.
	The company filed a current report on Form 8-K with the Commission on January 15, 2004, in which the company announced that two senior officers have assumed new roles at its operating company.

PAGE 38

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 INTERNATIONAL CORPORATION

                              (Registrant)

/s/    Mark T. Schwetschenau

         Mark T. Schwetschenau

         Vice President and Controller

        (Principal Accounting Officer)

March 8, 2004