Mail Stop 4561
								September 27, 2005

By U.S. Mail and Facsimile to (630) 753-4410

Andrew J. Cederoth
Principal Financial Officer
Navistar Financial Corporation
425 N. Martingale Road
Schaumburg, Illinois
60173

Re:	Navistar Financial Corporation
	Form 10-K for Fiscal Year Ended October 31, 2004
      Filed February 15, 2005
	File No. 001-04146

Dear Mr. Cederoth:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise future filings,
beginning
with your October 31, 2005 Form 10-K, in response to these
comments
and provide us with a draft of your intended revisions. If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Financial Statements

Note 1: Summary of Accounting Policies
Revenue on Receivables, page 17

1. Please revise to more clearly describe each type of receivable
and
its associated revenue recognition policy.  For example,

* Clarify the difference between "finance receivables" and "other
finance receivables" as reported on your balance sheet.

* More clearly describe what wholesale and retail notes and
accounts
represent and how revenue is recognized for each.

* Clarify whether the term "finance leases" refers to direct
financing leases.  If so, please disclose your accounting policy
for
such leases.

* Distinguish between the types of revenue that you earn.  For
example, clarify that revenue from retail notes and finance leases
represents interest income, while revenue from operating leases is
earned in the form of rental income.

Sales of Receivables, page 17

2. Please revise to describe the components of "income related to
sales of finance receivables" as reported on your income
statement.
In addition, please tell us how you determined that it was
appropriate to classify such income as revenue as opposed to other
income.

3. Please revise to disclose the key assumptions used in
subsequently
measuring the fair value of your retained interests (including, at
a
minimum, quantitative information about discount rates, expected
prepayments including the expected weighted-average life of pre-
payable financial assets, and anticipated credit losses, including
expected static pool losses.) Refer to paragraph 17(g) of SFAS
140.

4. Please revise to disclose the following for all material
servicing
assets and servicing liabilities in accordance with paragraph
17(e)
of SFAS 140:

* the amounts of servicing assets or liabilities recognized and
amortized during the period;

* the fair value of recognized servicing assets and liabilities
for
which it is practicable to estimate that value and the method and
significant assumptions used to estimate the fair value;

* the risk characteristics of the underlying financial assets used
to
stratify recognized servicing assets for purposes of measuring
impairment in accordance with paragraph 63 of SFAS 140; and

* the activity in any valuation allowance for impairment of
recognized servicing assets-including beginning and ending
balances,
aggregate additions charged and reductions credited to operations,
and aggregate direct write-downs charged against the allowances-
for
each period for which results of operations are presented.

Finance Receivables, page 18

5. Please revise to disclose how you account for finance
receivables
in which you do not have the intent and ability to hold for the
foreseeable future considering the guidance in paragraph 8 of SOP
01-
6.  In addition, given your history of securitizing finance
receivables, tell us how you considered whether all or a portion
of
your finance receivables should be reported as held for sale as of
October 31, 2004.

6. We note on your cash flow statement that you have sold a
significant amount of your finance receivables.  Please tell us
how
you considered the guidance in paragraph 9 of SFAS 102 and SOP 01-
6
in determining the appropriate classification of cash flows
related
to the origination and sale of finance receivables.

Note 2: Restatements, page 20

7. Please revise to more clearly explain your restatement related
to
your securitization activities.  Clearly explain your prior
accounting policy for retained interests, including interest-only
receivables, and explain why such accounting was subsequently
determined to be inappropriate.  In addition, clearly explain your
current accounting policy for retained interests, specifically
interest-only receivables.

8. Please revise to more clearly explain the adjustment that was
made
to recognize a residual value guarantee of $11.9 million.  Clearly
describe the nature of this guarantee and your related accounting
policy for residual value guarantees.

Assumption of Debt, page 22

9. Please revise to clearly explain how you accounted for the
assumption of debt by Navistar.  Specifically disclose how this
transaction resulted in an $11.9 million increase in your
additional
paid-in capital.

Note 6: Allowance for Losses, page 24

10. Please revise to fully explain the reasons for changes in each
element of your allowance for losses so that a reader can
understand
how changes in risks in the portfolio during each period relate to
the allowance established at period-end.

* Quantify and explain how changes in your estimation methods and
assumptions affected the allowance;

* Quantify and explain how changes in finance receivables and
lease
concentrations, quality, and terms that occurred during the period
are reflected in your allowance.

* Quantify your gross charge-offs and recoveries for each period
presented.

11. Please revise to include a complete description of your
accounting policy for the allowance for losses.  Describe your
systematic analysis and procedural discipline, required by FRR-28,
for determining the amount of your allowance for losses.
Specifically discuss the following:

* Explain how you determine each element of the allowance.

* Explain which contracts are evaluated individually and which
contracts are evaluated as a group.

* Explain how you determine both the allocated and unallocated
portions of the allowance for losses.

* Explain how you determine the loss factors you apply to your
graded
loans to develop a general allowance.

* Explain how you consider recourse provisions maintained by
International in determining each element of your allowance.

Note 12: Commitments and Contingencies, page 33

12. We note that you have guaranteed the outstanding debt of
affiliates, certain derivative contracts and the adequacy of
Harco`s
loss reserves.  Please revise to clearly explain how you have
accounted for each of these guarantees considering the guidance in
FIN 45.





Note 14: Derivative Financial Instruments, page 35

13. We note from your table on page 35 that you hold two interest
rate caps and an interest rate swap for which you apply hedge
accounting under SFAS 133. Please advise us as follows with
respect
to these derivatives:

* Identify each type of asset or liability for which you employ
hedging strategies.

* Clearly describe the terms of both the hedging instrument and
the
hedged item.

* Describe the specific documented risk being hedged.

* Disclose the hedging classification for each derivative
instrument.

* Tell us how you determined that these hedging relationships met
all
of the criteria of paragraphs 20-21 or 28-29 of SFAS 133 to
qualify
as fair value or cash flow hedges.

* Identify whether you use the long-haul method, the short-cut
method, or matched terms to assess the effectiveness of each
hedging
strategy.

* Describe how you assess hedge effectiveness and measure hedge
ineffectiveness.

* For any hedges for which you apply the short cut method of
assessing hedge effectiveness, tell us how you determined that
such
hedges met the conditions of paragraph 68 of SFAS 133 to qualify
for
such treatment.

Note 15: Sales of Receivables, page 37

14. We note your disclosure that you sold retail notes and
"finance
lease receivables" through NFRRC.  Please tell us how you
accounted
for the sale of finance lease receivables considering the guidance
in
paragraph 89 of SFAS 140.

15. We note your disclosure that your SPC`s have limited recourse
on
the sold receivables.  We also noted significant repurchases of
receivables on your cash flow statement during each of the periods
presented.  Please tell us how you considered these recourse
provisions, including requirements to repurchase, in determining
that
these transfers of receivables qualified for sale treatment under
SFAS 140.

Exhibits, Financial Statement Schedules and Reports on Form 8-K,
page
47

16. Please revise to include an exhibit which illustrates the
computation of the ratio of earnings to fixed charges required by
Item 503(d) of Regulation S-K.


*	*	*


       As appropriate, please revise future filings, beginning
with
your October 31, 2005 Form 10-K, in response to these comments and
provide us with a draft of your intended revisions within 10
business
days or tell us when you will provide us with a response.  You may
wish to provide us with marked copies of the amendment to expedite
our review.  Please furnish a cover letter with your amendment
that
keys your responses to our comments and provides any requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Margaret Fitzgerald at (202) 551-3556 or me
at
(202) 551-3426 if you have questions regarding comments on the
financial statements and related matters.


      Sincerely,



      Angela Jackson
      Senior Accountant


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Andrew J. Cederoth
Navistar Financial Corporation
September 27, 2005
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