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-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DzLBsKLKilVsmhTJ6BmCiSDpmIP7tbpsRUIsjjRzOxBHBacsK1zZcSab4r5AGe7m 0vAZ/G4SVgi1II+Bevbbhw== 0001137774-04-000176.txt : 20040409 0001137774-04-000176.hdr.sgml : 20040409 20040409111201 ACCESSION NUMBER: 0001137774-04-000176 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040409 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NAVISTAR INTERNATIONAL CORP CENTRAL INDEX KEY: 0000808450 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 363359573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39182 FILM NUMBER: 04726439 BUSINESS ADDRESS: STREET 1: 4201 WINFIELD ROAD CITY: WARRENVILLE STATE: IL ZIP: 60555 BUSINESS PHONE: 630-753-5000 MAIL ADDRESS: STREET 1: 4201 WINFIELD ROAD STREET 2: POST OFFICE BOX 1488 CITY: WARRENVILLE STATE: IL ZIP: 60555 FORMER COMPANY: FORMER CONFORMED NAME: NAVISTAR INTERNATIONAL CORP /DE/NEW DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NAVISTAR HOLDING INC DATE OF NAME CHANGE: 19870528 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRUDENTIAL FINANCIAL INC CENTRAL INDEX KEY: 0001137774 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 223703799 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 751 BROAD ST CITY: NEWARK STATE: NJ ZIP: 07102 BUSINESS PHONE: 9738026000 MAIL ADDRESS: STREET 1: 751 BROAD ST CITY: NEWARK STATE: NJ ZIP: 07102 SC 13G/A 1 navi.htm 13G HTML File DOCUMENT TYPE SC 13G/A
TEXT

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934

Amendment # 2

Name of Issuer: Navistar International Corp.
_____________________________________________________
Title of Class
of Securities: Common Stock

CUSIP Number: 63934E108

1) NAME AND I.R.S. IDENTIFICATION NO. OF REPORTING PERSON

Prudential Financial, Inc. 22-3703799

2.) MEMBER OF A GROUP: (a) N/A
(b) N/A

3) SEC USE ONLY:

4) PLACE OF ORGANIZATION: New Jersey

NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH:

5) Sole Voting Power: 75,198 See Exhibit A
6) Shared Voting Power: 8,395,752 See Exhibit A
7) Sole Dispositive Power: 75,198 See Exhibit A
8) Shared Dispositive Power: 8,442,373 See Exhibit A

9) AGGREGATE AMOUNT BENEFICIALLY OWNED:
8,517,571 See Exhibit A

10) AGGREGATE AMOUNT IN ROW (9) EXCLUDES SHARES: Not Applicable

11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
12.4 See Exhibit A

12) TYPE OF REPORTING PERSON: HC

ITEM 1(a). NAME OF ISSUER:

Navistar International Corp.

ITEM 1(b). ADDRESS OF ISSUER'S EXECUTIVE OFFICES:

Navistar International Corp. 4201 Winfield Road PO Box 1488 Warrenville, IL 60555

ITEM 2(a). NAME OF PERSON FILING:

Prudential Financial, Inc.

ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:

751 Broad Street
Newark, New Jersey 07102-3777

ITEM 2(c). CITIZENSHIP:

New Jersey

ITEM 2(d). TITLE OF CLASS OF SECURITIES:

Common Stock

ITEM 2(e). CUSIP NUMBER:

63934E108

ITEM 3. The Person filing this statement is a Parent Holding Company as
defined in Section 240.13d-1(b)(1)(ii)(G) of the Securities Exchange
Act of 1934.

ITEM 4. OWNERSHIP:

(a) Number of Shares
Beneficially Owned: 8,517,571 See Exhibit A

(b) Percent of Class: 12.4

(c) Powers                No. Of Shares

   -----------           -------------------- 

Sole power to vote or    75,198  See Exhibit A
to direct the vote

Shared power to vote or   8,395,752  See Exhibit A
to direct the vote

Sole power to dispose or  75,198 See Exhibit A
to direct disposition

Shared power to dispose   8,442,373  See Exhibit A
or to direct disposition

ITEM 5. OWNERSHIP OF 5% OR LESS OF A CLASS:

Not Applicable

ITEM 6. OWNERSHIP OF MORE THAN 5% ON BEHALF OF
ANOTHER PERSON:

See Exhibit A

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE ULTIMATE PARENT COMPANY:

See Exhibit A

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF
MEMBERS OF THE GROUP:

Not Applicable

ITEM 9. NOTICE OF DISSOLUTION OF GROUP:

Not Applicable

ITEM 10. CERTIFICATION:

By signing below, Prudential Financial, Inc. certifies that, to the best of its
knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.

The filing of this statement should not be construed as an admission that
Prudential Financial, Inc. is, for purposes of Sections 13 or 16 of the Securities
Exchange Act of 1934, the beneficial owner of such shares.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief,
Prudential Financial, Inc. certifies that the information set forth in this
statement is true, complete and correct.

PRUDENTIAL FINANCIAL, INC.

By: Frank Adamo
Second Vice President

Date: 4/9/2004
As of: 12/31/2003

Exhibit A
--------------

ITEM 6. OWNERSHIP:

Prudential Financial, Inc. through its beneficial ownership of the Prudential
Insurance Company of America ("PICOA") may be deemed to presently hold 9,200
shares of Issuer's common stock for the benefit of PICOA's general account.

Prudential Financial, Inc. may be deemed the beneficial owner of securities
beneficially owned by the Item 7 listed entities and may have direct or
indirect voting and/or investment discretion over 8,508,371 shares which are
held for it's own benefit or for the benefit of its clients by its separate
accounts, externally managed accounts, registered investment companies,
subsidiaries and/or other affiliates.  Prudential Financial, Inc.  is reporting
the combined holdings of these entities for the purpose of administrative
convenience.

These shares were acquired in the ordinary course of business, and not with the
purpose or effect of changing or influencing control of the Issuer.  The filing
of this statement should not be construed as an admission that Prudential
Financial, Inc. is, for the purposes of Sections 13 or 16 of the Securities
Exchange Act of 1934, the beneficial owner of these shares.

ITEM 7. IDENTIFICATION/CLASSIFICATION:

Prudential Financial, Inc. is a Parent Holding Company and the direct or indirect parent of the following Registered Investment Advisers and Broker Dealers:


           The Prudential Insurance Company of America         IC,IA
           Prudential Investment Management, Inc.              IA
           Jennison Associates LLC                             IA
           The Prudential Asset Management Company, Inc.       IA
           Prudential Investments LLC                          IA
           Prudential Private Placement Investors, L.P.        IA,PN
           Prudential Equity Investors, Inc.                   IA
           PRUCO Securities Corporation                        IA,BD
           The Prudential Savings Bank, F.S.B.                 IA,SA
           GRA (Bermuda) Limited                               IA
           PRICOA Property Investment Management Limited       IA
           Prudential Investment Management Services LLC       BD
           Prudential Equity Group, Inc.		        IA,BD
           American Skandia Investment Services, Inc.	        IA
           American Skandia Advisory Services, Inc.	        IA
           American Skandia Marketing, Inc.		        BD
	  Quantitative Management Associates LLC	        IA

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