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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(Print or Type Responses)

1. Name and Address of Reporting Person * Murphy James D   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) VP, Corporate Controller (Last) (First) (Middle) 425 WEST RANDOLPH STREET 3. Date of Earliest Transaction (Month/Day/Year) 07/10/2008 (Street) CHICAGO, IL 60606 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

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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
Option (Right to Buy)	$ 22	07/10/2008		D			184	(1)	08/06/2014	Common Stock	184	(2)	0	D
Option (Right to Buy)	$ 42.7	07/10/2008		D			947	(3)	05/15/2012	Common Stock	947	(2)	0	D
Option (Right to Buy)	$ 46.92	07/10/2008		D			1,569	(4)	02/23/2015	Common Stock	1,569	(2)	0	D
Option (Right to Buy)	$ 32.43	07/10/2008		D			5,020	(5)	03/01/2015	Common Stock	5,020	(2)	0	D
Restricted Stock Unit	(2)	07/10/2008		D			160	(6)	(2)	Common Stock	160	(2)	0	D
Restricted Stock Unit	(2)	07/10/2008		D			310	(7)	(2)	Common Stock	310	(2)	0	D
Restricted Stock Unit	(2)	07/10/2008		D			788	(8)	(2)	Common Stock	788	(2)	0	D
Restricted Stock Unit	(2)	07/10/2008		D			1,455	(9)	(2)	Common Stock	1,455	(2)	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Murphy James D 425 WEST RANDOLPH STREET CHICAGO, IL 60606			VP, Corporate Controller

Signatures

Irene Barberena, Attorney-in-Fact for James D. Murphy		07/10/2008
**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 option, which provided for vesting as to 25% of the underlying shares on each of the first four anniversaries of February 1, 2004, was cancelled in the merger (the "Merger") contemplated by the Agreement and Plan of Merger by and among Nokia Inc., North Acquisition Corp. and NAVTEQ Corporation dated as of October 1, 2007 in exchange for a cash payment of $56.00 (less taxes required to be withheld), which represents the difference between the exercise price of the option and the consideration payable in the Merger for shares of NAVTEQ common stock ($78.00 per share).
(2)	Not applicable.
(3)	The option is fully vested and was cancelled in the Merger in exchange for a cash payment of $35.30 (less taxes required to be withheld), which represents the difference between the exercise price of the option and the consideration payable in the Merger for shares of NAVTEQ common stock ($78.00 per share).
(4)	The option, which provided for vesting as to 25% of the underlying shares on each of the first four anniversaries of February 15, 2005, was cancelled in the Merger in exchange for a cash payment of $31.08 (less taxes required to be withheld), which represents the difference between the exercise price of the option and the consideration payable in the Merger for shares of NAVTEQ common stock ($78.00 per share).
(5)	The option, which provided for vesting as to 25% of the underlying shares on each of the first four anniversaries of March 1, 2007, was cancelled in the Merger in exchange for a cash payment of $45.57 (less taxes required to be withheld), which represents the difference between the exercise price of the option and the consideration payable in the Merger for shares of NAVTEQ common stock ($78.00 per share).
(6)	The restricted stock units, which provided for lapsing as to 25% of the underlying shares on each of the first four anniversaries of February 15, 2005, were replaced in the Merger with restricted stock units consisting of 502 underlying shares of Nokia Corporation.
(7)	The restricted stock units, which provided for lapsing as to 25% of the underlying shares on each of the first four anniversaries of March 1, 2006, were replaced in the Merger with restricted stock units consisting of 972 underlying shares of Nokia Corporation.
(8)	The restricted stock units, which provided for lapsing as to 25% of the underlying shares on each of the first four anniversaries of March 1, 2007, were replaced in the Merger with restricted stock units consisting of 2,470 underlying shares of Nokia Corporation.
(9)	The restricted stock units, which provided for lapsing as to 25% of the underlying shares on each of the first four anniversaries of March 1, 2008, were replaced in the Merger with restricted stock units consisting of 4,560 underlying shares of Nokia Corporation.

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