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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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) 01/11/2011 (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 01/11/2011   M(1)   2,464 A $ 26.385 19,081 D   Common Stock 01/11/2011   F   1,470 D $ 61.73 17,611 D   Common Stock 01/11/2011   M(1)   6,736 A $ 26.385 24,347 D   Common Stock 01/11/2011   F   4,089 D $ 61.73 20,258 D   Common Stock               2,007.9276 I By Navistar 401(k) plan Deferred Share Units               3,607 D   Premium Share Units (2)               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)

$ 26.385

01/11/2011

M(1)

2,464

(3)

12/10/2012

Common Stock

2,464

$ 0

0

D

Employee Stock Option (right to buy)

$ 26.385

01/11/2011

M(1)

6,736

(4)

12/11/2012

Common Stock

6,736

$ 0

0

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		01/13/2011
**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)	Represents a Net Exercise transaction that occurred pursuant to a Rule 10b5-1 trading plan established by the reporting person on March 15, 2010.
(2)	The Premium Share Units were acquired under Navistar's Executive Stock Ownership Program. Each Premium Share Unit represents one share of Navistar Common Stock.
(3)	The Option became exercisable as to 315 shares on 12/10/2004 and as to 2,149 shares on 12/10/2005.
(4)	The Option became exercisable as to 3,067 shares on 12/10/2003, as to 2,752 shares on 12/10/2004 and as to 917 shares on 12/10/2005.

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