Ownership Submission
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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Moran James M
   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
__X__ Officer (give title below) _____ Other (specify below)
Vice President and Treasurer
(Last)
(First)
(Middle)
NAVISTAR INTERNATIONAL CORPORATION, 4201 WINFIELD ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
12/14/2010
(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 12/15/2010   M   334 A (2) 1,497 I By wife
Common Stock 12/15/2010   D   334 D $ 59.355 1,163 I By wife
Common Stock               6,212 D  
Common Stock               194.4748 I By wife through Navistar 401(k) Savings Plan

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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) $ 58.915 12/14/2010   A   5,200     (1) 12/14/2017 Common Stock 5,200 $ 0 5,200 D  
Restricted Stock Units (2) 12/14/2010   A   2,080     (3)   (3) Common Stock 2,080 $ 0 2,080 D  
Employee Stock Option (right to buy) $ 58.915 12/14/2010   A   1,250     (4) 12/14/2017 Common Stock 1,250 $ 0 1,250 I By wife
Restricted Stock Units (2) 12/14/2010   A   500     (5)   (5) Common Stock 500 $ 0 500 I By wife
Restricted Stock Units (2) 12/15/2010   M     334   (6)   (6) Common Stock 334 $ 0 666 I By wife

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Moran James M
NAVISTAR INTERNATIONAL CORPORATION
4201 WINFIELD ROAD
WARRENVILLE, IL 60555		       Vice President and Treasurer  

Signatures

 Curt A. Kramer, Attorney in fact   12/16/2009
**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 Option is exercisable in three annual installments as follows: 1,734 shares on 12/14/2011; 1,733 shares on 12/14/2012; and 1,733 shares on 12/14/2013.
(2) Each restricted stock unit represents the right to receive the cash equivalent of Navistar's common stock converted on a 1 to 1 basis.
(3) The resricted stock units become payable in cash in three annual installments as follows: 694 shares on 12/14/2011; 693 shares on 12/14/2012; and 693 shares on 12/14/2013.
(4) The Option is exercisable in three annual installments as follows: 417 shares on 12/14/2011; 417 shares on 12/14/2012; and 416 shares on 12/14/2013.
(5) The resricted stock units become payable in cash in three annual installments as follows: 167 shares on 12/14/2011; 167 shares on 12/14/2012; and 166 shares on 12/14/2013.
(6) The resricted stock units disposed were from an award of 1,000 restricted stock units that became payable in cash as to 334 shares on 12/15/2010; and will become payable in cash as to 333 shares on 12/15/2011; and 333 shares on 12/15/2012.

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