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 *
Tarapchak Richard C
   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)
VP & Corporate Controller
(Last)
(First)
(Middle)
4201 WINFIELD ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
01/04/2011
(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 01/04/2011   M   282 A $ 42.885 7,009 D  
Common Stock 01/04/2011   F   238 D $ 56.665 6,771 D  
Common Stock 01/04/2011   M   2,218 A $ 42.885 8,989 D  
Common Stock 01/04/2011   F   1,861 D $ 56.665 7,128 D  
Common Stock 01/04/2011   M   2,500 A $ 40.915 9,628 D  
Common Stock 01/04/2011   F   2,040 D $ 56.665 7,588 D  
Common Stock 01/04/2011   M   1,500 A $ 26.15 9,088 D  
Common Stock 01/04/2011   F   956 D $ 56.665 8,132 D  
Common Stock               1,333.5131 I Navistar 401(k) Plan
Premium Share Units               898 (1) 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) $ 42.885 01/04/2011   M     282 12/09/2004 12/10/2013 Common Stock 282 $ 0 0 D  
Employee Stock Option (right to buy) $ 42.885 01/04/2011   M     2,218   (2) 12/09/2013 Common Stock 2,218 $ 0 0 D  
Employee Stock Option (right to buy) $ 40.915 01/04/2011   M     2,500   (3) 12/14/2014 Common Stock 2,500 $ 0 0 D  
Employee Stock Option (right to buy) $ 26.15 01/04/2011   M     1,500   (4) 10/18/2015 Common Stock 1,500 $ 0 0 D  
Employee Stock Option (right to buy) $ 56.665 01/04/2011   A   238   07/04/2011 12/10/2013 Common Stock 238 $ 0 238 D  
Employee Stock Option (right to buy) $ 56.665 01/04/2011   A   1,861   07/04/2011 12/09/2013 Common Stock 1,861 $ 0 1,861 D  
Employee Stock Option (right to buy) $ 56.665 01/04/2011   A   2,040   07/04/2011 12/14/2014 Common Stock 2,040 $ 0 2,040 D  
Employee Stock Option (right to buy) $ 56.665 01/04/2011   A   956   07/04/2011 10/18/2015 Common Stock 956 $ 0 956 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Tarapchak Richard C
4201 WINFIELD ROAD
WARRENVILLE, IL 60555		       VP & Corporate Controller  

Signatures

 Curt A. Kramer   01/06/2011
**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 Ownerhip Program. Each Premium Share Unit represents one share of Navistar Common Stock.
(2) The Options became exercisable in three annual installments as follows: 552 shares on 12/09/2004; 833 shares on 12/09/2005; and 833 shares on 12/09/2006.
(3) The Options became exercisable in three annual installments as follows: 834 shares on 12/14/2005; 833 shares on 12/14/2006; and 833 shares on 12/14/2007.
(4) The Options exercised were from an award of 2,500 stock options that became exercisable in three annual installments as follows: 834 shares on 10/18/2006; 833 shares on 10/18/2007; and 833 shares on 10/18/2008.

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