Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Zachman Joseph M
2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2006
3. Issuer Name and Ticker or Trading Symbol
WABASH NATIONAL CORP /DE [WNC]
(Last)
(First)
(Middle)
3000 MAIN STREET, PO BOX 6129 (47903)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP - Manufacturing
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LAFAYETTE 47905
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock (1) 5,950
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock option (right to buy)   (2) 05/11/2015 Common Stock 3,500 $ 24.1 D  
Restricted stock unit   (4)   (4) Common Stock 5,070 $ (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zachman Joseph M
3000 MAIN STREET
PO BOX 6129 (47903)
LAFAYETTE 47905
      Sr. VP - Manufacturing  

Signatures

Joseph M. Zachman 06/02/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 3,500 restricted stock grant vesting in 3 equal installments on 5/11/08, 09 & 10; 2,450 restricted stock grant is fully vested on 5/18/09
(2) 1/3 vested, remaining 2/3 vests in equal installments on 5/11/07 & 08
(3) Each restricted stock unit represents a contingent right to receive one share of WNC common stock
(4) The grantee will be entitled to receive shares of common stock equal to the number of units that have vested as of 5/18/09, which will be determined on measurement of the Corporation's achievement of certain financial goals

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