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 * MACLEOD JOHN K   2. Issuer Name and Ticker or Trading Symbol NAVTEQ CORP [NVT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Connected Services (Last) (First) (Middle) C/O NAVTEQ CORPORATION, 222 MERCHANDISE MART, SUITE 900 3. Date of Earliest Transaction (Month/Day/Year) 02/01/2006 (Street) CHICAGO, IL 60654 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 02/01/2006   M   1,643 A (1) 4,984 D   Common Stock 02/01/2006   F   483 (2) D $ 44.55 4,501 D   Common Stock 02/01/2006   M   3,000 A $ 1.4 7,501 D   Common Stock 02/01/2006   S   3,000 (3) D $ 44.49 4,501 D   Common Stock 02/02/2006   S   1,160 (3) D $ 44.35 3,341 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

Restricted Stock Unit

(1)

02/01/2006

M

1,643

(4)

(1)

Common Stock

1,643

(1)

3,284

D

Option (Right to Buy)

$ 1.4

02/01/2006

M

3,000

(5)

05/15/2012

Common Stock

3,000

(1)

171,350

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MACLEOD JOHN K C/O NAVTEQ CORPORATION 222 MERCHANDISE MART, SUITE 900 CHICAGO, IL 60654			EVP, Connected Services

Signatures

Irene Barberena, Attorney-in-Fact for John K. MacLeod		02/03/2006
**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)	Not applicable.
(2)	These shares were withheld to satisfy tax withholding obligations in connection with the vesting of 1,643 shares underlying restricted stock units.
(3)	Shares sold pursuant to Rule 10b5-1 trading plan.
(4)	The restrictions lapsed with respect to 25% of the shares underlying the restricted stock units on February 1, 2005 and continue to lapse as to 25% of the shares underlying the restricted stock units on February 1 of each of the following three years.
(5)	This option is fully vested.

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