FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * Elliott Greg W   2. Issuer Name and Ticker or Trading Symbol NAVISTAR INTERNATIONAL CORP [NAV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) SVP HR & Admin. Operating Sub (Last) (First) (Middle) 4201 WINFIELD ROAD 3. Date of Earliest Transaction (Month/Day/Year) 03/18/2010 (Street) WARRENVILLE, IL 60555 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/18/2010   M   4,414 A $ 22.655 26,363 D   Common Stock 03/18/2010   S   4,414 D $ 42.77 (1) 21,949 D   Common Stock 03/18/2010   M   2,487 A $ 22.655 24,436 D   Common Stock 03/18/2010   S   2,487 D $ 42.7 (2) 21,949 D   Common Stock               245.6168 (3) I By Navistar 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 22.655

03/18/2010

M

4,414

(4)

12/16/2018

Common Stock

4,414

$ 0

8,828

D

Employee Stock Option (right to buy)

$ 22.655

03/18/2010

M

2,487

(5)

12/16/2018

Common Stock

2,487

$ 0

4,974

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Elliott Greg W 4201 WINFIELD ROAD WARRENVILLE, IL 60555				SVP HR & Admin. Operating Sub

Signatures

Curt A. Kramer, Attorney in fact		03/19/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging form $42.75 to $42.79, inclusive. The reporting person undertakes to provide Navistar International Corporation, any security holder of Navistar International Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (2) to this Form 4.
(2)	The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.68 to $42.73, inclusive.
(3)	The reporting person acquired 0.017 shares on February 4, 2010, as part of an allocation of proceeds received from settlement of a lawsuit. The allocation of proceeds was made to all Navistar 401(k) plan participants.
(4)	The option, representing a right to purchase a total of 13,242 shares, became exercisable as to 4,414 of the shares on 12/16/2009, and will become exercisable as to 4,414 of the shares on 12/16/2010, and as to 4,414 of the shares on 12/16/2011.
(5)	The option, representing a right to purchase a total of 7,461 shares, became exercisable as to 2,487 of the shares on 12/16/2009, and will become exercisable as to 2,487 of the shares on 12/16/2010, and as to 2,487 of the shares on 12/16/2011.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.