8-K

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): March 17, 2005

NAVISTAR INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-9618	36-3359573
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

4201 Winfield Road, P.O. Box 1488, Warrenville, Illinois	60555
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (630) 753-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_] Written communications pursuant to Rule 425 under the Securities Act

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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ITEM 8.01.OTHER EVENTS

On March 17, 2005, the Registrant issued a press release, which is attached as Exhibit 99.1 to this Report and is incorporated by reference herein.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

The following exhibit is deemed to be filed under the Securities Exchange Act of 1934, as amended.

(c)	Exhibits
	Exhibit No.	Description	Page
	99.1	Press release dated March 17, 2005.	E-1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NAVISTAR INTERNATIONAL CORPORATION

   Registrant

Date: March 17, 2005	/s/Mark T. Schwetschenau
	Mark T. Schwetschenau Senior Vice President and Controller (Principal Accounting Officer)

EX-99.1

Exhibit 99.1

NAVISTAR REPORTS SEC FORMALIZES RESTATEMENT INQUIRY

WARRENVILLE, Ill. - March 17, 2005 -- Navistar International Corporation (NYSE: NAV) announced today that it has been advised by the Securities and Exchange Commission that the inquiry into the company’s restatement of its financial results for the fiscal years 2002 and 2003 and the first three quarters of 2004 has become a formal investigation.

As part of its ongoing cooperation with the SEC’s inquiry, the company identified information potentially relevant to the investigation that may be in the possession of one or more former employees outside the company’s control. The company has informed the SEC of this information. Following the company’s notification, the SEC changed the status of its inquiry. The company continues to cooperate fully with the SEC.

The company announced on March 14 that the filing of the Form 10-Q for the first fiscal quarter ended January 31, 2005 for the company and Navistar Financial Corporation, its finance subsidiary, will be delayed beyond their respective deadlines and that it expects it will announce first quarter results by mid-April. The reasons for the delay are unrelated to the SEC’s decision to change the status of the inquiry.

Navistar filed its Form 10-K for the fiscal year ended October 31, 2004 on February 15. The document presented restated financial statements for the fiscal years of 2002 and 2003 and restated financial information for the first three quarters of 2004. The restatement reflects adjustments primarily related to accounting for the securitization of assets at the company’s finance subsidiary and the consolidation of company-owned dealer organizations. At that time, the company reported that the SEC was conducting an informal inquiry into the restatements and added that the reporting of first quarter results would be late.

Navistar International Corporation (NYSE: NAV) is the parent company of International Truck and Engine Corporation. The company produces InternationalÒ brand commercial trucks, mid-range diesel engines and IC brand school buses and is a private label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. With the broadest distribution network in North America, the company also provides financing for customers and dealers. Additional information is available at www.nav-international.com.

Forward Looking Statements

Statements contained in this news release 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 news release and we assume no obligation to update the information included in this news release. 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 assumption. 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.

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