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 * Cederoth Andrew J   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) Executive VP and CFO (Last) (First) (Middle) 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   F   982 D $ 59.355 16,703 D   Common Stock               2,007.9276 I By Navistar 401(k) plan Deferred Share Units               3,607 D   Premium Share Units               1,466 D

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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

27,800

(1)

12/14/2017

Common Stock

27,800

$ 0

27,800

D

Performance Rights

(2)

12/14/2010

A

11,100

(2)

(2)

Common Stock

11,100

$ 0

11,100

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cederoth Andrew J 4201 WINFIELD ROAD WARRENVILLE, IL 60555			Executive VP and CFO

Signatures

Curt A. Kramer, Attorney in fact		12/16/2010
**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 Option is exercisable in three annual installments as follows: 9,267shares on 12/14/2011; 9,266 shares on 12/14/2012; and 9,267 shares on 12/14/2013.
(2)	Each performance right represents a contingent right to receive the cash value of one share of Navistar's common stock. The vesting of the performance rights is based on the Relative Total Shareholder Return ("TSR") of Navistar as compared to the TSR of a 23 company peer group. Performance rights granted represents the target shares and actual performance rights earned could be anywhere from 0 to 200% of the number of performance rights granted. The initial performance period is 3 years; if Navistar's initial 3 year performance period is below target against the peer group, an additional 2 year performance period would be tacked on to the initial performance period. The performance rights expire upon payout, if any, of the award, and in any case no later than October 31, 2015.

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