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 *
USTIAN DANIEL C
   2. Issuer Name and Ticker or Trading Symbol
NAVISTAR INTERNATIONAL CORP [NAV] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, President and CEO
(Last)
(First)
(Middle)
NAVISTAR INTERNATIONAL CORPORATION, 4201 WINFIELD ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
02/01/2011
(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 02/01/2011   M   7,204 A $ 44.15 111,183 D  
Common Stock 02/01/2011   F   5,637 D $ 64.69 105,546 D  
Common Stock 02/01/2011   M   13,978 A $ 26.385 119,524 D  
Common Stock 02/01/2011   F   9,133 D $ 64.69 110,391 D  
Common Stock 02/01/2011   M   2,873 A $ 26.385 113,264 D  
Common Stock 02/01/2011   F   1,878 D $ 64.69 111,386 D  
Common Stock 02/01/2011   M   92,049 A $ 26.385 203,435 D  
Common Stock 02/01/2011   F   58,820 D $ 64.69 144,615 D  
Common Stock               3,909.6597 I By Navistar 401(k) Savings Plan
Premium Share Units (1)               11,910 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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) $ 44.15 02/01/2011   M     7,204   (2) 04/17/2012 Common Stock 7,204 $ 0 0 D  
Employee Stock Option (right to buy) $ 26.385 02/01/2011   M     13,978 12/10/2003 12/11/2012 Common Stock 13,978 $ 0 0 D  
Employee Stock Option (right to buy) $ 26.385 02/01/2011   M     2,873   (3) 12/10/2012 Common Stock 2,873 $ 0 0 D  
Employee Stock Option (right to buy) $ 26.385 02/01/2011   M     92,049   (4) 12/11/2012 Common Stock 92,049 $ 0 0 D  
Employee Stock Option (right to buy) $ 64.69 02/01/2011   A   5,637   08/01/2011 04/17/2012 Common Stock 5,637 $ 0 5,637 D  
Employee Stock Option (right to buy) $ 64.69 02/01/2011   A   9,133   08/01/2011 12/11/2012 Common Stock 9,133 $ 0 9,133 D  
Employee Stock Option (right to buy) $ 64.69 02/01/2011   A   1,878   08/01/2011 12/10/2012 Common Stock 1,878 $ 0 1,878 D  
Employee Stock Option (right to buy) $ 64.69 02/01/2011   A   58,820   08/01/2011 12/11/2012 Common Stock 58,820 $ 0 58,820 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
USTIAN DANIEL C
NAVISTAR INTERNATIONAL CORPORATION
4201 WINFIELD ROAD
WARRENVILLE, IL 60555		   X     Chairman, President and CEO  

Signatures

 Curt A. Kramer, Attorney in fact   02/03/2011
**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 Premium Share Units were acquired under Navistar's Executive Stock Ownership Program. Each Premium Share Unit represents one share of Navistar Common Stock.
(2) The Option became exercisable as to 2,402 shares on 4/16/2003; as to 2,401 shares on 4/16/2004; and as to 2,401 shares on 4/16/2005.
(3) The Option became exercisable as to 1 share on 12/10/2004 and as to 2,872 shares on 12/10/2005.
(4) The Option became exercisable as to 22,322 shares on 12/10/2003; as to 36,299 shares on 12/10/2004; and as to 33,428 shares on 12/10/2005.

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