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 *
  McMenamin William V
 2. Date of Event Requiring Statement (Month/Day/Year)
08/24/2015		 3. Issuer Name and Ticker or Trading Symbol
NAVISTAR INTERNATIONAL CORP [NAV]
(Last)
(First)
(Middle)
NAVISTAR INTERNATIONAL CORPORATION, 2701 NAVISTAR DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President Fin Serv & Treasurer
 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 12,906
D
 
Premium Share Units (1) 1,681
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) 10/18/2015 Common Stock 2,500 $ 26.15 D  
Employee Stock Option (right to buy)   (3) 12/16/2018 Common Stock 1,202 $ 22.655 D  
Employee Stock Option (right to buy)   (4) 12/14/2017 Common Stock 3,300 $ 58.915 D  
Employee Stock Option (right to buy)   (5) 12/19/2018 Common Stock 3,300 $ 37.2 D  
Employee Stock Option (right to buy) 02/19/2016(6) 02/19/2020 Common Stock 9,663 $ 27.24 D  
Restricted Stock Units   (7)   (7) Common Stock 820 $ (8) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McMenamin William V
NAVISTAR INTERNATIONAL CORPORATION
2701 NAVISTAR DRIVE
LISLE, IL 60532		       President Fin Serv & Treasurer  

Signatures

Curt A. Kramer, Attorney in fact 08/26/2015
**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 834 shares on 10/18/2006; as to 833 shares on 10/18/2007; and as to 833 shares on 10/18/2008.
(3) The number of stock options reported is from an award of 4,422 options granted on 12/16/2008 that became exercisable as to 1,474 shares on 12/16/2009; as to 1,474 shares on 12/16/2010 and as to 1,474 shares on 12/16/2011. The option was exercised as to 100 of the shares on 9/14/2011 and as to 3,120 of the shares on 6/18/2013.
(4) The option became exercisable as to 1,100 shares on 12/14/2011; as to 1,100 shares on 12/14/2012; and as to 1,100 shares on 12/14/2013.
(5) The option became exercisable as to 1,100 shares on 12/19/2012; as to 1,100 shares on 12/19/2013; and as to 1,100 shares on 12/19/2014.
(6) The vesting of the option was subject to performance metrics that were previously achieved.
(7) The number of restricted stock units (RSUs) reported is from an award of 1,230 RSUs granted on 2/3/2014 that has been paid in cash as to 410 shares on 2/3/2015 and will become payable in cash, unless the Corporation elects to settle the RSUs in common stock, as to 410 shares on 2/3/2016; and as to 410 shares on 2/3/2017.
(8) Each RSU represents the right to receive the cash equivalent of Navistar's common stock converted on a 1 to 1 basis, unless the Corporation elects to settle the RSUs in common stock.

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