SecProbe.io

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								March 18, 2005
Mail Stop 0305

Via U.S. Mail and Facsimile

Daniel C. Ustian
Chief Executive Officer
Navistar International Corporation
4201 Winfield Road
P.O. Box 1488
Warrenville, IL 60555

RE:	Navistar International Corporation (the "Company")
	Form 10-K for the fiscal year ended October 31, 2004
	File No. 1-09618

Dear Mr. Ustian:

We have limited our review of your Form 10-K for the fiscal year
ended October 31, 2004 to only those issues addressed below and
have
the following comments.  Where we have asked you to provide us
with
supplemental information, please be as detailed as necessary in
your
explanation.   After reviewing this information, we may or may not
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 welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Pursuant to Rule 101(a)(3) of Regulation S-T, your response should
be
submitted in electronic form, under the label "corresp" with a
copy
to the staff.  Please respond within ten (10) business days.

Form 10-K for the fiscal year ended October 31, 2004

Note 23 - Restatement of Prior Period Financial Statements, page
79

- NFC Securitization of Assets

1. Reference is made to the second paragraph relating to NFC
Securitization of Assets.  You disclose that the restatement is
related to your accounting for (i) the securitization of NFC`s
retail
notes and finance lease receivables and its retained interest in
such
securitizations, (ii) deferred taxes related to retail note and
finance lease securitization transactions and secured borrowings
to
fund operating leases and (iii) an agreement to repurchase
equipment.
In this regard, please tell us and disclose in further detail the
nature of the error relating to your accounting for retail note
securitizations.  Specifically explain how you originally
accounted
for each type of transaction in your consolidated financial
statements for the first three quarters of fiscal 2004 and the
fiscal
years ended October 31, 2003 and 2002 and why you believe your
prior
accounting treatment was incorrect.  Also, please provide the
specific accounting literature that supports your treatment.  We
refer you to paragraph 37 of APBO No. 20.  We made have further
comment upon receipt of your response.

2. Reference is made to the fifth paragraph.  Please quantify the
additional adjustment to recognize certain assets and liabilities
relating to the agreements to repurchase equipment.

- Other

3. Please tell us and disclose in further detail the nature of the
error relating to the understatement of trades payable at your
Mexican truck assembly facility and the overstatement of certain
accruals relating to employee plans.  Explain how you originally
accounted for each type of transaction in your consolidated
financial
statements for the first three quarters of fiscal 2004 and the
fiscal
years ended October 31, 2003 and 2002 and why you believe your
prior
accounting treatment was incorrect.  Further, we note that you
disclose the adjustments necessary to conform the prior period
financial statements with GAAP resulted in $5 million net increase
to
retained loss as of the beginning of fiscal 2002.  However, it
would
appear that $22 million understatement relating to trade payables
and
$27 million overstatement relating to accrued employee plans
results
in a $5 million decrease in retained loss (i.e. net credit).
Please
clarify and revise your disclosure as necessary.  Further, it is
also
unclear whether any adjustments were necessary for the first three
quarters of fiscal 2004 and the fiscal years ended October 31,
2003
and 2002.  If so, please quantify for us and disclose in your
footnote.  We may have further comment upon receipt of your
response.
Other

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filing reviewed by the staff to be
certain
that they have provided all information investors require for an
informed 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 Jean Yu at (202) 824-5421 or Joe Foti, Senior
Assistant Chief Accountant, at (202) 942-1952 if you have
questions
regarding comments on the financial statements and related
matters.

								Sincerely,

								Joseph A. Foti
								Senior Assistant Chief
Accountant

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Daniel C. Ustian
Navistar International Corporation
March 18, 2005
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