8-K

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 26, 2004

NAVISTAR INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware (State or other jurisdiction of incorporation)	1-9618 (Commission File Number)	36-3359573 (IRS Employer Identification No.)
4201 Winfield Road, P.O. Box 1488, Warrenville, Illinois 60555 (Address of Principal Executive Offices, including Zip Code)
(630) 753-5000 (Registrant's Telephone Number, Including Area Code)

Item 5.    Other Events.

        On May 26, 2004, Navistar International Corporation announced that it had priced an aggregate principal amount of $250 million of senior notes due in 2011. The notes were priced at a discount with a coupon of 7.50% to yield 7.625%. The company intends to use the proceeds to repay up to $250 million aggregate principal amount of its existing 8% senior subordinated notes due 2008.

        J.P. Morgan Securities Inc. and Credit Suisse First Boston LLC will be the joint book-running managers for the offering and Banc of America Securities LLC, Citigroup Global Markets Inc., Scotia Capital (USA) Inc., BNY Capital Markets, Inc. and RBC Capital Markets Corporation will be co-managers.

        The full text of the press release issued in connection with the pricing of the senior notes is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

        A shelf registration statement (the "Registration Statement") relating to the notes that we intend to sell has previously been filed with, and declared effective by, the Securities and Exchange Commission.

        In connection with the planned offering, we anticipate entering into an indenture with BNY Midwest Trust Company, as trustee (a form of which was filed as an exhibit to the Registration Statement), and a supplemental indenture with the trustee, which will set forth certain terms of the senior notes dues 2011 and include as an exhibit a form of note (the "Supplemental Indenture"). We are filing the Form T-1 with respect to the trustee and the planned offering as Exhibit 25.1 to this Current Report on Form 8-K.

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

(c)

Exhibits



25.1

Form T-1 relating to BNY Midwest Trust Company, as Trustee.



99.1

Press release dated May 26, 2004.

2

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
Date: June 1, 2004	By:	/s/  MARK T. SCHWETSCHENAU
	Its:	Mark T. Schwetschenau Vice President and Controller (Principal Accounting Officer)

3

INDEX TO EXHIBITS

Exhibit No.	Description	Page
25.1	Form T-1 relating to BNY Midwest Trust Company, as Trustee	E-1
99.1	Press release dated May 26, 2004	E-7

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Item 5. Other Events.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

SIGNATURES
INDEX TO EXHIBITS

EX-25.1

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Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)            o

BNY MIDWEST TRUST COMPANY
(formerly known as CTC Illinois Trust Company)
(Exact name of trustee as specified in its charter)

Illinois	36-3800435
(State of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
2 North LaSalle Street Suite 1020 Chicago, Illinois	60602
(Address of principal executive offices)	(Zip code)

NAVISTAR INTERNATIONAL CORPORATION
(Exact name of obligor as specified in its charter)

Delaware	36-3359573
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
4201 Winfield Road P.O. Box 1488 Warrenville, Illinois	60555
(Address of principal executive offices)	(Zip code)

INTERNATIONAL TRUCK AND ENGINE CORPORATION
(Exact name of obligor as specified in its charter)

Delaware	36-1264810
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
4201 Winfield Road Warrenville, Illinois	60555
(Address of principal executive offices)	(Zip code)

Senior Debt Securities
(Title of the indenture securities)

        E-1

1.

General information. Furnish the following information as to the Trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Name	Address
Office of Banks & Trust Companies of the State of Illinois	500 E. Monroe Street Springfield, Illinois 62701-1532
Federal Reserve Bank of Chicago	230 S. LaSalle Street Chicago, Illinois 60603

(b)

Whether it is authorized to exercise corporate trust powers.

        Yes.

2.

Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

        None.

16.

List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

1.

A copy of Articles of Incorporation of BNY Midwest Trust Company (formerly CTC Illinois Trust Company, formerly Continental Trust Company) as now in effect. (Exhibit 1 to Form T-1 filed with the Registration Statement No. 333-47688.)




2,3.

A copy of the Certificate of Authority of the Trustee as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 2 to Form T-1 filed with the Registration Statement No. 333-47688.)



4.

A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with the Registration Statement No. 333-47688.)



6.

The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with the Registration Statement No. 333-47688.)



7.

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

E-2

SIGNATURE

        Pursuant to the requirements of the Act, the Trustee, BNY Midwest Trust Company, a corporation organized and existing under the laws of the State of Illinois, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Chicago, and State of Illinois, on the 26th day of May, 2004.

BNY Midwest Trust Company
By:	/s/  J. BARTOLINI
Name:	J. BARTOLINI
Title:	VICE PRESIDENT

E-3

OFFICE OF BANKS AND REAL ESTATE
Bureau of Banks and Trust Companies

CONSOLIDATED REPORT OF CONDITION
OF

BNY Midwest Trust Company
2 North LaSalle Street
Suite 1020
Chicago, Illinois 60602

        Including the institution's domestic and foreign subsidiaries completed as of the close of business on December 31, 2003, submitted in response to the call of the Office of Banks and Real Estate of the State of Illinois.

			Thousands of Dollars
			(000)
ASSETS
1.	Cash and Due from Depository Institutions		40,626
2.	U.S. Treasury Securities		-0-
3.	Obligations of States and Political Subdivisions		-0-
4.	Other Bonds, Notes and Debentures		-0-
5.	Corporate Stock		-0-
6.	Trust Company Premises, Furniture, Fixtures and Other Assets Representing Trust Company Premises		741
7.	Accounts Receivable		5,938
8.	Goodwill		86,813
9.	Intangibles		-0-
10.	Other Assets		59
	(Itemize amounts greater than 15% of Line 10)
	Deferred Expenses	45
	Accrued Interest Receivable—Intercompany	14
11.	TOTAL ASSETS		134,177

E-4

OFFICE OF BANKS AND REAL ESTATE
Bureau of Banks and Trust Companies

CONSOLIDATED REPORT OF CONDITION
OF

BNY Midwest Trust Company
2 North LaSalle Street
Suite 1020
Chicago, Illinois 60602

			Thousands of Dollars
LIABILITIES
12.	Accounts Payable		-0-
13.	Taxes Payable		2,810
14.	Other Liabilities for Borrowed Money		25,425
15.	Other Liabilities
	(Itemize amounts greater than 15% of Line 14)
	Reserve for Taxes	8,770
			10,332
16.	TOTAL LIABILITIES		38,567
EQUITY CAPITAL
17.	Preferred Stock		-0-
18.	Common Stock		2,000
19.	Surplus		67,130
20.	Reserve for Operating Expenses		-0-
21.	Retained Earnings (Loss)		26,480
22.	TOTAL EQUITY CAPITAL		95,610
23.	TOTAL LIABILITIES AND EQUITY CAPITAL		134,177

E-5

I,	Robert L. DePaola, Vice President
	(Name and Title of Officer Authorized to Sign Report)

of BNY Midwest Trust Company certify that the information contained in this statement is accurate to the best of my knowledge and belief. I understand that submission of false information with the intention to deceive the Commissioner or his Administrative officers is a felony.

/s/ Robert L. DePaola (Signature of Officer Authorized to Sign Report)

Sworn to and subscribed before me this 23rd day of     January , 2004.

My Commission expires May 15, 2007.

/s/ Joseph A. Giacobino, Notary Public

(Notary Seal)

Person to whom Supervisory Staff should direct questions concerning this report.

Emmie Chan Name	Assistant Treasurer Title
(212) 437-5639
Telephone Number (Extension)
eychan@bankofny.com E-mail

E-6

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Exhibit 25.1

EX-99.1

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Exhibit 99.1

Navistar Prices $250 Million Senior Debt; Proceeds Will Be Used To Repay Existing Debt

        WARRENVILLE, IL (May 26, 2004)—Navistar International Corporation (NYSE: NAV) announced today that it has priced a principal amount of $250 million new senior notes due in 2011. The notes were priced at a discount with a coupon of 7.50 percent to yield 7.625 percent.

        As previously announced, the company intends to use the net proceeds to repay up to $250 million aggregate principal amount of existing 8 percent senior subordinated notes due 2008.

        J.P. Morgan Securities, Inc. and Credit Suisse First Boston LLC led the offering. Information concerning this offering may be obtained from J.P. Morgan Securities, Inc. at 270 Park Avenue, New York, N.Y. or by calling 800-245-8812. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission.

        These securities may not be sold, nor may offers to buy be accepted, except pursuant to such registration statement and the prospectus contained therein as supplemented. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state where such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

        Navistar International Corporation (NYSE: NAV) is the parent company of International Truck and Engine Corporation. The company produces International® 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. Additionally, through a joint venture with Ford Motor Company, the company builds medium commercial trucks and sells truck and diesel engine service parts. Additional information is available at www.InternationalDelivers.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 assumptions. 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 future description of these factors, see Exhibit 99.1 to our Form 10-K for the fiscal year ended October 31, 2003.

For additional information contact:

Roy Wiley
(630) 753-2627
Mark Oberle
(630) 753-2406

E-7

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Exhibit 99.1
Navistar Prices $250 Million Senior Debt; Proceeds Will Be Used To Repay Existing Debt