**UNITED      STATES**

**SECURITIES      AND EXCHANGE COMMISSION**

**Washington,      D.C. 20549**

**FORM      8-K**

**CURRENT      REPORT**

**Pursuant      to Section 13 or 15(d) of the Securities Exchange Act of      1934**

**Date      of Report (Date of earliest event reported): August 2,      2006**

**NAVISTAR      INTERNATIONAL CORPORATION**

| Delaware                                                                                    |   | 1-9618                               |   | 36-3359573                                                        |
|---------------------------------------------------------------------------------------------|--------|--------------------------------------|--------|-------------------------------------------------------------------|
|                                                                                             |   |                                      |   |                                                                   |
| (State                or other jurisdiction ofincorporation                or organization) |   | (Commission                File No.) |   | (I.R.S.                EmployerIdentification                No.) |

| 4201                Winfield Road, P.O. Box 1488, Warrenville, Illinois |   | 60555                     |
|-------------------------------------------------------------------------|--------|---------------------------|
|                                                                         |   |                           |
| (Address                of principal executive offices)                 |   | (Zip                Code) |

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**ITEM      1.01**
**ENTRY      INTO A MATERIAL DEFINITIVE AGREEMENT**

**ITEM      2.03**
**CREATION      OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET      ARRANGEMENT OF A REGISTRANT**

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**ITEM      8.01.**
**OTHER      EVENTS**

**ITEM      9.01 **
**FINANCIAL      STATEMENTS AND EXHIBITS**

|   | (d)  | Exhibits                   |   |                                              |   |   |
|--------|-----------|----------------------------|--------|---------------------------------------------------|--------|--------|
|   |      |                       |   |                                              |   |   |
|   |      | Exhibit                No. |   | Description                                       |   | Page   |
|   |      |                            |   |                                                   |   |        |
|   |      |                       |   |                                              |   |   |
|   |      | 99.1                       |   | Press                Release dated August 2, 2006 |   | E-1    |
|   |      |                       |   |                                              |   |   |

**Forward-looking      information**

*Information      provided and statements contained in the presentation that are not purely      historical are 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. Such forward-looking statements only speak as      of      the date of the presentation and the company assumes no obligation to update      the      information included in the presentation. Such 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 not guarantees of performance or results and they involve      risks, uncertainties and assumptions, including the risk of continued delay      in      the completion of our financial statements and the consequences thereof, the      availability of funds, either through cash on hand or the company’s other      liquidity sources, to repay any amounts due should any of the company’s debt      become accelerated, and decisions by suppliers and other vendors to restrict      or      eliminate customary trade and other credit terms for the company’s future orders      and other services, which would require the company to pay cash and which could      have a material adverse effect on the company’s liquidity position and*
*financial      condition. Although we believe that these forward-looking statements are based      on reasonable assumptions, there are many factors that 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 our Form 8-K filed on April      12, 2006.*

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| Date:                August 3, 2006 | /s/Robert                C. Lannert                                                                     |
|-------------------------------------|---------------------------------------------------------------------------------------------------------|
|                                |                                                                                                         |
|                                | Robert                C. LannertVice                Chairman and Chief Financial                Officer |