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 15, 2002





                        N A V I S T A R    I N T E R N A T I O N A L    C O R P O R A T I O N
                        ---------------------------------------------------------------------
                               (Exact name of registrant as specified in its charter)




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






PAGE 2


ITEM 5.    OTHER EVENTS

           On March 15,  2002,  the  Registrant  issued  the press  release,  which is  attached  as  Exhibit  99.1 to this  Report
           and incorporated by reference herein.


ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

                  (c)      Exhibits

                           Exhibit No.          Description                                             Page
                           -----------          -----------                                             ----

                              99.1              Press Release dated                                      E-1
                                                March 15, 2002




                                                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 15, 2002                     /s/  Mark T. Schwetschenau
                                            ----------------------------------------
                                                 Mark T. Schwetschenau
                                                 Vice President and Controller
                                                 (Principal Accounting Officer)







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                                             INDEX TO EXHIBITS



                            Exhibit No.         Description                                             Page
                            -----------         -----------                                             ----

                              99.1              Press Release dated                                      E-1
                                                March 15, 2002

EX-99.1

   Media Contact: Roy Wiley     630-753-2627
Investor Contact: Ramona Long   630-753-2406


                                       NAVISTAR FINANCIAL CORPORATION PLANS
                                  $200 MILLION PRIVATE EXCHANGEABLE DEBT OFFERING

         WARRENVILLE, Ill. - March 15, 2002 - Navistar International Corporation (NYSE: NAV), the nation's
largest truck and mid-range diesel engine company, announced today that its wholly-owned finance subsidiary
intends to issue $200 million in subordinated exchangeable notes due 2009, the proceeds of which will be used for
general corporate purposes.

          The notes, to be issued by Navistar Financial Corporation, will be offered and sold in a Rule 144A
offering. They will be exchangeable at the option of the holders, prior to redemption or maturity, into common
stock of Navistar International Corporation.

         The securities offered have not been registered under the Securities Act of 1933 and may not be offered
or sold in the United States absent registration or an applicable exemption from registration requirements.

         Navistar International Corporation is the parent company of International Truck and Engine
Corporation, a leading producer of mid-range diesel engines, medium trucks, heavy trucks, severe service
vehicles, and a provider of parts and service sold under the International(R)brand. American Transportation
Corporation, a wholly owned subsidiary, produces school buses.  The company also is a private label
designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. Additionally,
through a joint venture with Ford Motor Company, the company will build medium commercial trucks and
currently sells truck and diesel engine service parts.  International Truck and Engine has the broadest
distribution network in the industry. Financing for customers and dealers is provided through Navistar
Financial Corporation. Additional information can be found on the company's web
site at WWW.NAV-INTERNATIONAL.COM





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