SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                               (Amendment No. 3)*

                       Navistar International Corporation
                                (Name of Issuer)

                         Common Stock, Par Value $0.10
                         (Title of Class of Securities)

                                   63934E108
                                 (CUSIP Number)

                             Keith Schaitkin, Esq.
                                Icahn Capital LP
                          767 Fifth Avenue, 47th Floor
                            New York, New York 10153
                                 (212) 702-4300
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

                                December 6, 2011
            (Date of Event which Requires Filing of this Statement)

If  the filing person has previously filed a statement on Schedule 13G to report
the  acquisition  that  is  the subject of this Schedule 13D, and is filing this
schedule  because  of  Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the  following  box  /  /.

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to  whom  copies  are  to  be  sent.

*The  remainder  of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent  amendment  containing  information  which  would  alter
disclosures  provided  in  a  prior  cover  page.

The information required on the remainder of this cover page shall not be deemed
to  be  "filed"  for the purpose of Section 18 of the Securities Exchange Act of
1934  ("Act") or otherwise subject to the liabilities of that section of the Act
but  shall  be  subject  to  all  other  provisions of the Act (however, see the
Notes).

<PAGE>

                                  SCHEDULE 13D

Item 1. Security and Issuer

     This  statement constitutes Amendment Number 3 to the Schedule 13D relating
to  the  Common  Stock,  par  value  $0.10  (the  "Shares"),  issued by Navistar
International  Corporation  (the  "Issuer"),  and hereby amends the Schedule 13D
filed  with  the Securities and Exchange Commission (the "SEC") on September 13,
2011,  as amended by the Amendment Number 1 to Schedule 13D, filed with the SEC,
on  November  2, 2011, and by the Amendment Number 2 to Schedule 13D, filed with
the  SEC,  on November 15, 2011 (together, the "Schedule 13D"), on behalf of the
Reporting  Persons  (as  defined in the Schedule 13D), to furnish the additional
information  set  forth  herein.  All capitalized terms contained herein but not
otherwise defined shall have the meanings ascribed to such terms in the Schedule
13D.

Item 4. Purpose of Transaction

     Item  4  of  the  Schedule  13D  is  hereby  amended by the addition of the
following:

     Mr.  Icahn stated during a telephone interview on CNBC on December 6, 2011,
in  response  to  a  question  regarding the fact that he owns stock of both the
Issuer  and Oshkosh Corporation, that the Reporting Persons believe there may be
significant  synergies  between  the  Issuer  and  Oshkosh  Corporation and that
shareholders  of  both companies could benefit from these synergies and that the
Reporting  Persons  would  be  supportive  of  a  merger.

<PAGE>
                                   SIGNATURE

     After  reasonable  inquiry  and  to  the  best  of  each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth  in  this  statement  is  true,  complete  and  correct.

Dated:  December  7,  2011

ICAHN  PARTNERS  MASTER  FUND  LP
ICAHN  PARTNERS  MASTER  FUND  II  LP
ICAHN  PARTNERS  MASTER  FUND  III  LP
ICAHN  OFFSHORE  LP
ICAHN  PARTNERS  LP
ICAHN  ONSHORE  LP
BECKTON  CORP.
HOPPER  INVESTMENTS  LLC
BARBERRY  CORP.
HIGH  RIVER  LIMITED  PARTNERSHIP
     By:  Hopper  Investments  LLC,  general  partner

     By:  /s/  Edward  E.  Mattner
          ------------------------
          Name:  Edward  E.  Mattner
          Title:  Authorized  Signatory

ICAHN  CAPITAL  LP
     By:  IPH  GP  LLC,  its  general  partner
     By:  Icahn  Enterprises  Holdings  L.P.,  its  sole  member
By:  Icahn  Enterprises  G.P.  Inc.,  its  general  partner
IPH  GP  LLC
     By:  Icahn  Enterprises  Holdings  L.P.,  its  sole  member
By:  Icahn  Enterprises  G.P.  Inc.,  its  general  partner
ICAHN  ENTERPRISES  HOLDINGS  L.P.
     By:  Icahn  Enterprises  G.P.  Inc.,  its  general  partner
ICAHN  ENTERPRISES  G.P.  INC.

By:  /s/ Dominick  Ragone
     --------------------
     Name:  Dominick  Ragone
     Title:  Chief  Financial  Officer

<PAGE>

/s/  Carl  C.  Icahn
--------------------
CARL  C.  ICAHN
</TEXT>
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