UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): January 27, 2010

NAVISTAR FINANCIAL CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware		001-04146		36-2472404
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

425 N. Martingale Road, Suite 1800

Schaumburg, Illinois 60173

(Address of Principal Executive Offices, including Zip Code)

(630) 753-4000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

Navistar Financial Corporation (“NFC”) entered into Treasurer’s Agreement Number 3 to the Amended and Restated Master Intercompany Agreement dated as of April 1, 2007, by and between NFC and Navistar, Inc.

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description
Exhibit 10.1		Treasurer’s Agreement Number 3 to the Amended and Restated Master Intercompany Agreement dated as of April 1, 2007.

SIGNATURES

According 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, thereunto duly authorized.

Date: February 2, 2010	NAVISTAR FINANCIAL CORPORATION

By:	/s/	WILLIAM V. MCMENAMIN
Name:		William V. McMenamin
Its:		Vice President, Chief Financial Officer and Treasurer

INDEX OF EXHIBITS


Exhibit No.		Description
Exhibit 10.1		Treasurer’s Agreement Number 3 to the Amended and Restated Master Intercompany Agreement dated as of April 1, 2007.

NAVISTAR FINANCIAL CORP 8-K