**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): October 17,
      2006**








**NAVISTAR
      INTERNATIONAL CORPORATION**


(Exact
      name of registrant as specified in its charter)








Delaware
            
            1-9618
            
            36-3359573(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (Commission
                File No.)
            
            (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








Check
      the
      appropriate box below if the Form 8-K filing is intended to simultaneously
      satisfy the filing obligation of the registrant under any of the following
      provisions:





[_]
      Written communications pursuant to Rule 425 under the Securities
      Act





[_]
      Soliciting material pursuant to Rule 14a-12 under the Exchange Act





[_]
      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
      Act





[_]
      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
      Act








PAGE
      2





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





In
      light
      of the blackout trading restrictions imposed upon Navistar International
      Corporation (the “company”) in accordance with Regulation Blackout Trading
      Restriction (“Regulation BTR”), on October 17, 2006 the Board of Directors of
      the company, upon recommendation of the Nominating and Governance Committee,
      approved the following actions:





1.
            In
                lieu of the fiscal year 2006 annual grant to each director of 4,000
                shares
                of company common stock as part of the company’s overall director
                compensation, each director is to be awarded a cash payment in the
                amount
                of $43,200;


2.
            Suspended
                the requirement that each director receive at least one-fourth of
                their
                annual retainer in the form of restricted stock during such period
                in
                which Regulation BTR applies. Accordingly, each director will receive
                the
                entire annual retainer of $60,000 in four equal quarterly cash payments;


3.
            Suspended
                for calendar year 2007 each director’s ability to elect to receive stock
                in lieu of a cash payment in accordance with the Non-Employee Directors
                Deferred Fee Plan filed as Exhibit 10.34 to the company’s Form 10-Q dated
                and filed with the Securities and Exchange Commission (“SEC”) on March 11,
                2002;
                and


4.
            Extended
                the expiration date of an option to purchase 2,000 shares of company
                common stock granted to Mr. John Correnti on December 18, 1996 in
                connection with his service as a director of the company. This option
                expiration date has been extended until 30 days after the company’s
                blackout trading restriction
                expires.





On
      October 17, 2006, the Compensation Committee of the Board of Directors of the
      company approved the Annual Incentive Plan Criteria for fiscal year 2007 for
      named executive officers. The Annual Incentive Awards for fiscal year 2007
      will
      be awarded under, and are subject to the terms and conditions of, the company’s
      2004 Performance Incentive Plan as amended and restated as of February 15,
      2005
      as previously filed as Appendix A to the company’s 2005 proxy statement dated
      and filed with the SEC on February 23, 2005. The performance criteria applicable
      to these awards are set forth in Exhibit 10.57 attached to this report and
      hereby incorporated herein by reference.





**ITEM
      5.02**  **DEPARTURE
      OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
      PRINCIPAL OFFICERS**





On
      October 17, 2006, Mr. Robert C. Lannert notified Navistar International
      Corporation (the “company’) of his intent to resign as a director of the
      company. In light of the vacancy to be created by Mr. Lannert’s resignation, the
      Board of Directors elected Mr. William A. Caton, the company’s Executive Vice
      President and Chief Financial Officer, as a Class I director to fill such
      vacancy effective upon Mr. Lannert’s resignation. Mr. Caton is not a party to
      any transaction with the company or any of its subsidiaries in which he had
      a
      direct or indirect material interest requiring disclosure under this Item and
      will not serve on any committees of the Board of Directors.





On
      October 17, 2006, the Board of Directors of the company also elected Mr. John
      P.
      Waldron as an executive officer of the company being Vice President and
      Corporate Controller. For further information
      on this disclosure, please see the company’s Current Report on Form 8-K dated
      and filed with the SEC on September 21, 2006 and hereby incorporated herein
      by
      reference.







PAGE
        3


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





The
      following Exhibits are deemed to be filed under the Securities
      Exchange Act of 1934, as amended.





(d)
            ExhibitsExhibit
                No.
            
            Description
            
            Page10.57
            
            Annual
                Incentive Plan Criteria
            
            E-1


PAGE
        4





SIGNATURES





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 hereunto
      duly authorized.








NAVISTAR
                INTERNATIONAL CORPORATIONRegistrant





Date:
                October 23, 2006
            /s/
                William A. CatonWilliam
                A. Caton
              Executive
                Vice President and Chief Financial
                Officer