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~~February 12, 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.

On February 12, 2010, the Navistar Financial ~~Corporation~~Dealer Note Master Owner Trust (the “~~NFC~~Master Owner Trust”) ~~entered~~issued ~~into~~a ~~Treasurer’s~~series ~~Agreement~~of ~~Number~~notes 3designated to the Floating Rate Dealer Note Asset Backed Notes, ~~Amended~~Series ~~and~~2010-1 ~~Restated~~(the ~~Master~~“Series ~~Intercompany~~2010-1 ~~Agreement~~Notes”). ~~dated~~The asSeries 2010-1 Notes include three classes of ~~April~~Notes: 1,the ~~2007~~Class A Notes, ~~by and~~the ~~between~~Class ~~NFC~~B Notes and ~~Navistar,~~the ~~Inc~~Class C Notes. The principal characteristics of the Series 2010-1 Notes are as follows:

~~Item 9.01. Financial~~Number ~~Statements~~of ~~and~~classes ~~Exhibits~~within Series 2010-1 Notes: Three

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.

Initial Class A Notes Outstanding Principal Amount: $214,800,000

Initial Class B Notes Outstanding Principal Amount: $16,400,000

Initial Class C Notes Outstanding Principal Amount: $18,800,000

Initial Total Series 2010-1 Notes Outstanding Principal Amount: $250,000,000

Class A Note Rate: LIBOR + 1.65%

Class B Note Rate: LIBOR + 2.50%

Class C Note Rate: LIBOR + 3.50%

Closing Date: February 12, 2010

Expected Principal Payment Date: January 25, 2012

Legal Final Maturity Date: January 26, 2015

Ordinary means of principal repayment: Accumulation Period

Accumulation Period Commencement Date: A date within nine months prior to the Expected Principal Payment Date, as determined by the Servicer

Primary source of credit enhancement for Class A Notes: Subordination of Class B Notes and Class C Notes and Overcollateralization represented by the Master Owner Trust Certificate issued to the Seller

Primary source of credit enhancement for Class B Certificates: Subordination of Class C Notes and Overcollateralization represented by the Master Owner Trust Certificate issued to the Seller

Primary source of credit enhancement for Class C Certificates: Overcollateralization represented by the Master Owner Trust Certificate issued to the Seller

Series 2010-1 Overcollateralization Percentage: 16.50% of initial Series 2010-1 Collateral Amount

Servicing Fee Percentage: 1.0%

The terms of the Series 2010-1 Notes and the definitions of capitalized terms may be found in the Indenture Supplement dated as of February 12, 2010, which is attached as an exhibit to this report.

Item 9.01.

Financial Statements and Exhibits.


Exhibit No.		Description
Exhibit 10.1		Series 2010-1 Indenture Supplement to the Indenture, dated February 12, 2010, between Navistar Financial Dealer Note Master Owner Trust, as Issuer, and The Bank of New York Mellon, a New York banking corporation, as Indenture Trustee.

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

NAVISTAR FINANCIAL CORPORATION

/s/ William V. McMenamin

By: William V. McMenamin

Its: Vice President, Chief Financial Officer and Treasurer

2Date: February 16, 2010

INDEX OF EXHIBITS

Exhibit No.		Description
Exhibit 10.1		~~Treasurer’s~~Series ~~Agreement~~2010-1 ~~Number~~Indenture 3Supplement to the ~~Amended~~Indenture, ~~and~~dated ~~Restated~~February ~~Master~~12, ~~Intercompany~~2010, ~~Agreement~~between ~~dated~~Navistar Financial Dealer Note Master Owner Trust, as Issuer, and The Bank of ~~April~~New 1York Mellon, ~~2007~~a New York banking corporation, as Indenture Trustee.

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