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): October 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

PAGE 2

ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On October 17, 2005, the Compensation Committee of the Board of Directors of Navistar International Corporation (the company) approved the Annual Incentive Plan Criteria for fiscal year 2006 for named executive officers. The 2006 Annual Incentive Awards will be granted under, and are subject to the terms and conditions of, the company’s 2004 Performance Incentive Plan previously filed as Appendix A to the company’s 2004 proxy statement. The performance criteria applicable to these awards are set for in Exhibit 10.1 attached to this report and hereby incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

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

(c)	Exhibits
	Exhibit No.	Description	Page
	10.1	Annual Incentive Plan Criteria	E-1

SIGNATURES

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

NAVISTAR INTERNATIONAL CORPORATION

   Registrant

Date: October 21, 2005	/s/Mark T. Schwetschenau
	Mark T. Schwetschenau Senior Vice President and Controller (Principal Accounting Officer)

EX-10.1

EXHIBIT 10.1

Fiscal Year 2006 Annual Incentive Plan Criteria

The named executive officers are assigned the following Target Award Percentage of their base salary for the 2006 Annual Incentive Awards. These percentages are the same as those designated under the company's fiscal year 2005 annual incentive plan:

Level	Target Award Percentage
CEO	110%
13	95%
12	75%
11	65%

Awards are based upon the consolidated results of the company and/or the individual’s business unit performance. The current weight of corporate and business unit performance for named executive officers is as follows:

Level	Corporate / Business Unit Weight
CEO and Level 13	100% / 0%
11-12	80% / 20%

The payout multiple of a participant’s Target Award Percentage, depending upon whether threshold, target, distinguished or super-distinguished performance is achieved is as follows:

Payout Multiple of Target Award Percentage
Threshold	25%
Target	100%
Distinguished	150%
Super-Distinguished	200%

The consolidated results of the company shall be measured upon a return on equity (“ROE”) basis. ROE shall be calculated as net income divided by equity. Business unit results shall be measured based primarily on income needed to support the corporate ROE goal.

E-1