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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(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) 12/16/2011 (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 12/16/2011   F   144 D $ 37.79 8,493 D   Common Stock 12/16/2011   F   35 D $ 37.79 1,128 I By wife Common Stock               194.4883 I By wife through Navistar 401(k) Savings Plan Premium Shares (1)               1,786 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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)

$ 37.2

12/19/2011

A

5,200

(2)

12/19/2018

Common Stock

5,200

$ 0

5,200

D

Restricted Stock Units

(3)

12/19/2011

A

2,080

(4)

(4)

Common Stock

2,080

$ 0

2,080

D

Employee Stock Option (right to buy)

$ 37.2

12/19/2011

A

625

(5)

12/19/2018

Common Stock

625

$ 0

625

I

By wife

Restricted Stock Units

(3)

12/19/2011

A

750

(6)

(6)

Common Stock

750

$ 0

750

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		12/20/2011
**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 becomes exercisable as to 1,734 shares on 12/19/2012 and as to 1,733 shares on 12/19/2013 and as to 1,733 shares on 12/19/2014.
(3)	Each restricted stock unit represents the right to receive the cash equivalent of Navistar's common stock converted on a 1 to 1 basis.
(4)	The restricted stock units become payable in cash in three annual installments as follows: 694 shares on 12/19/2012; 693 shares on 12/19/2013 and 693 shares on 12/19/2014.
(5)	The Option becomes exercisable as to 209 shares on 12/19/2012 and as to 208 shares on 12/19/2013 and as to 208 shares on 12/19/2014.
(6)	The restricted stock units become payable in cash in three annual installments as follows: 250 shares on 12/19/2012; 250 shares on 12/19/2013 and 250 shares on 12/19/2014.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.