**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): February 21,      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**

**ITEM      5.03**
**AMENDMENTS      TO ARTICLES OF INCORPORATION OR BYLAWS;**

**CHANGES      IN FISCAL YEAR**

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

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

|   | (d)                  | Exhibits                   |   |                                                                                             |   |   |
|--------|---------------------------|----------------------------|--------|--------------------------------------------------------------------------------------------------|--------|--------|
|   |                      |                       |   |                                                                                             |   |   |
|   |                      | Exhibit                No. |   | Description                                                                                      |   | Page   |
|   |                      | 3.4                        |   | Amendment                No.1 to the Amended                and Restated By-Laws of the company. |   | E-1    |
|   |                      |                       |   |                                                                                             |   |   |
|   |                      | 99.1                       |   | Press                release dated February 24, 2006                                             |   | E-2    |

**Forward-looking      information**

*Information      provided and statements made 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 this report and      we      assume no obligation to update the information included in this report, whether      as a result of new information, future events or otherwise. 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      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 other factors      that could cause actual results to differ materially from those in the      forward-looking statements.  For a further description of these and other      factors, see Exhibit 99.1 to our Form 10-K for the fiscal year ended October      31,      2004.*

| Date:                February 24, 2006 | /s/Robert                C. Lannert                                                                     |
|----------------------------------------|---------------------------------------------------------------------------------------------------------|
|                                   |                                                                                                         |
|                                   | Robert                C. LannertVice                Chairman and Chief Financial                Officer |