**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 3,      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          8.01**
**OTHER          EVENTS**

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

|   | (d)  | Exhibits                   |   |                                                |   |   |
|--------|-----------|----------------------------|--------|-----------------------------------------------------|--------|--------|
|   |      |                       |   |                                                |   |   |
|   |      | Exhibit                No. |   | Description                                         |   | Page   |
|   |      |                       |   |                                                |   |   |
|   |      | 99.1                       |   | Press                Release dated February 9, 2006 |   | E-1    |
|   |      |                       |   |                                                |   |   |

**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,      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 notes 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 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 9, 2006 | /s/Mark                T. Schwetschenau                                                                                              |
|---------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------|
|                                  |                                                                                                                                      |
|                                  | Mark                T. SchwetschenauSenior                Vice President and Controller(Principal                Accounting Officer) |