On October 19, 2012, Navistar International Corporation (the "Company") and Computershare Shareowner Services LLC, as Rights Agent (the "Rights Agent") under the Rights Agreement, dated as of June 19, 2012, as amended from time to time, between the Company and the Rights Agent (the "Rights Agreement"), entered into Amendment No. 3 to the Rights Agreement ("Amendment No. 3"). Amendment No. 3 amends the definition of "Acquiring Person" to clarify that an "Exempt Person" remains an "Exempt Person" so long as such person does not become the beneficial owner of a higher percentage of shares of common stock then outstanding (other than as result of a reduction of shares of common stock due to repurchase or certain other actions by the Company) as compared to the percentage of shares of common stock outstanding beneficially owned by such Exempt Person as of the initial time of adoption of the Rights Agreement.

The foregoing description of Amendment No. 3 does not purport to be complete and is qualified in its entirety by the complete text of Amendment No. 3, a copy of which is filed as Exhibit 4.1 to this Form 8-K and incorporated by reference herein.

The disclosure set forth in Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.03.

In accordance with General Instruction B.2. to Form 8-K, the following information shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Navistar International Corporation (the company), the nation's largest combined commercial truck, school bus and mid-range diesel engine producer, announced that Lewis B. Campbell, Executive Chairman and Chief Executive Officer, will discuss business opportunities and other matters related to the company during the 36th Annual Gabelli & Company Automotive Aftermarket Symposium in Las Vegas on October 29 at 2:30 p.m. PT.

Live audio web casts will be available for the presentation at http://www.navistar.com/navistar/investors/webcasts. Investors are advised to log on to the web site at least 15 minutes prior to the presentation to allow sufficient time for downloading any necessary software. The web cast will be available for replay at the same address approximately three hours following its conclusion, and will remain available for a period of 12 months or such earlier time as the information is superseded or replaced by more current information.

Navistar International Corporation (NYSE: NAV) is a holding company whose subsidiaries and affiliates produce International ® brand commercial and military trucks, MaxxForce ® brand diesel engines, IC Bus™ brand school and commercial buses and Navistar RV recreational vehicles. The company also provides truck and diesel engine service parts. Another affiliate offers financing services. Additional information is available at www.Navistar.com/newsroom.

(d) Exhibits.

Exhibit No.       Description
4.1               Amendment No. 3 to the Rights Agreement, dated as of October 19,
                  2012, between Navistar International Corporation and
                  Computershare Shareowner Services LLC, as rights agent.