Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  CLARKE TROY A
 2. Date of Event Requiring Statement (Month/Day/Year)
06/18/2012		 3. Issuer Name and Ticker or Trading Symbol
NAVISTAR INTERNATIONAL CORP [NAV]
(Last)
(First)
(Middle)
C/O NAVISTAR INTERNATIONAL CORPORATION, 2701 NAVISTAR DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Pres. Truck/Engine Ops Subsid
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LISLE, IL 60532		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 4,218
D
 
Premium Share Units (1) 632
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (2) 12/14/2017 Common Stock 27,800 $ 58.915 D  
Employee Stock Option (right to buy)   (3) 12/19/2018 Common Stock 33,300 $ 37.2 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CLARKE TROY A
C/O NAVISTAR INTERNATIONAL CORPORATION
2701 NAVISTAR DRIVE
LISLE, IL 60532		       Pres. Truck/Engine Ops Subsid

Signatures

Curt A. Kramer, Attorney in fact 06/26/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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 9,267 shares on 12/14/2011, and will become exercisable as to 9,266 shares on 12/14/2012 and as to 9,267 shares on 12/14/2013.
(3) The Option will become exercisable as to 11,100 shares on 12/19/2012, as to 11,100 shares on 12/19/2013 and as to 11,100 shares on 12/19/2014.

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