**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 24**
**,      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      7.01. REGULATION FD DISCLOSURE**

***Forward      Looking Statements***

*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 10-K for      the fiscal year ended October 31, 2004. In addition, until the previously      announced review by the company of its accounts is concluded, no assurance      can      be given with respect to the financial statement adjustments, impacts and period      resulting from such review, if any, nor can there be any assurance that      additional adjustments to the financial statements of the company will not      be      identified. *

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| Date:  | October                24, 2006 | /s/William                A. Caton                                                                 |
|--------|---------------------------------|----------------------------------------------------------------------------------------------------|
|   |                                 |                                                                                                    |
|   |                            | William                A. CatonExecutive                Vice President and Chief Financial Officer |
|   |                            |                                                                                               |