UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
___________________
Date of Report (date of earliest event reported):
November 6, 1996
NAVISTAR FINANCIAL RETAIL RECEIVABLES CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
File #1-4146-1 51-0337491
(Commission File Number) (I.R.S. Employer Identification No.)
2850 West Golf Road Rolling Meadows, Illinois 60008
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
847-734-4275
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Matters.
(a) On November 6, 1996, the Registrant, a wholly owned
subsidiary of Navistar Financial Corporation ("NFC"), purchased a
pool of retail instalment sale contracts for, and retail loans
evidenced by notes secured by, medium and heavy-duty trucks,
buses and trailers with an aggregate outstanding principal
balance as of October 1, 1996 of $486,507,362.75 (collectively,
the "Receivables") from NFC for a purchase price equal to the
principal balance of the Receivables as of October 1, 1996. The
Registrant paid a portion of the purchase price from the net cash
proceeds of the issuance of the Securities (as described below)
and paid the remainder with an intercompany advance from NFC.
The Registrant immediately transferred the Receivables to
the Navistar Financial 1996-B Owner Trust (the "Trust"). The
Trust issued publicly three classes of notes (the "Notes") and
one class of certificates (the "Class B Certificates") and issued
privately one class of certificates (the "Class C Certificates"
and, together with the Notes and the Class B Certificates, the
"Securities") backed by the Receivables. The net cash proceeds of
the issuance of the Securities were $484,974,311.09, which,
together with a Class C Certificate with an initial certificate
balance of $317,362.75, were transferred to the Registrant. A
portion of the net cash proceeds were used to pay approximately
$450,000 of transaction fees and expenses and to fund a
$12,162,684.06 deposit into a reserve account as credit support
for the Receivables. The balance of the net cash proceeds were
paid to NFC as part of the purchase price for the Receivables.
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SIGNATURE
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 FINANCIAL RETAIL
RECEIVABLES CORPORATION
Date: December 17, 1996 By: /s/ R. Wayne Cain
Name: R. Wayne Cain
Title: Vice President
