**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): November 20,      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      2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION **

**ITEM      8.01 OTHER EVENTS **

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

|   | (d)    | Exhibits                   |   |                                                 |   |   |
|--------|--------|----------------------------|--------|------------------------------------------------------|--------|--------|
|   |   |                       |   |                                                 |   |   |
|   |   | Exhibit                No. |   | Description                                          |   | Page   |
|   |   |                       |   |                                                 |   |   |
|   |   | 99.1                       |   | Press                Release dated November 20, 2006 |   | E-1    |
|   |   |                       |   |                                                 |   |   |

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***Forward      Looking Statements***

*Information      provided and statements contained in this report 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 the company assumes no obligation to update the      information included in this report. 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 8-K filed on April 12, 2006. In addition, the      financial information presented in this report is preliminary and unaudited      and      is subject to change based on the completion of our on-going review of      accounting matters, the completion of our fiscal year 2006 annual financial      statements and the completion of the restatement of our financial results for      the fiscal years 2002 through 2004 and for the first nine months of fiscal      2005.      It is likely that the process of restating the prior year financial statements      will require changes to the company’s financial statements for 2006 due to      revised application of certain accounting principles and methodologies that      individually or in the aggregate may be material. *

| NAVISTAR                INTERNATIONAL CORPORATION |
|---------------------------------------------------|
| Registrant                                        |

| Date:                November 20, 2006 | /s/                William A. Caton                                                                               |
|----------------------------------------|-------------------------------------------------------------------------------------------------------------------|
|                                   | William                A. CatonExecutive                Vice President and Chief Financial                Officer |