**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 16,      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        5.02      **
**DEPARTURE        OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF        PRINCIPAL OFFICERS. **

**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 17, 2006 | /s/William                A. Caton                                                |
|----------------------------------------|-----------------------------------------------------------------------------------|
|                                   |                                                                                   |
|                                   | William                A. CatonExecutive                Vice President of Finance |