SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

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)

September 10, 2012

(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).

SCHEDULE 13D

CUSIP No.  63934E108

1.           NAME OF REPORTING PERSON

High River Limited Partnership

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) /  /

(b) / /

3           SEC USE ONLY

4           SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  /  /

6           CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER

    2,050,099

8           SHARED VOTING POWER

0

9           SOLE DISPOSITIVE POWER

    2,050,099

10           SHARED DISPOSITIVE POWER

0

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,050,099

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /  /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.99%

14           TYPE OF REPORTING PERSON

PN

SCHEDULE 13D

CUSIP No.  63934E108

1.           NAME OF REPORTING PERSON

Hopper Investments LLC

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) /  /

(b) / /

3           SEC USE ONLY

4           SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  /  /

6           CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER

0

8           SHARED VOTING POWER

    2,050,099

9           SOLE DISPOSITIVE POWER

0

10           SHARED DISPOSITIVE POWER

    2,050,099

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,050,099

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /  /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.99%

14           TYPE OF REPORTING PERSON

OO

SCHEDULE 13D

CUSIP No.  63934E108

1.           NAME OF REPORTING PERSON

Barberry Corp.

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) /  /

(b) / /

3           SEC USE ONLY

4           SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  /  /

6           CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER

0

8           SHARED VOTING POWER

    2,050,099

9           SOLE DISPOSITIVE POWER

0

10           SHARED DISPOSITIVE POWER

    2,050,099

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,050,099

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /  /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.99%

14           TYPE OF REPORTING PERSON

CO

SCHEDULE 13D

CUSIP No.  63934E108

1.           NAME OF REPORTING PERSON

Icahn Partners Master Fund LP

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) /  /

(b) / /

3           SEC USE ONLY

4           SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  /  /

6           CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER

      3,308,441

8           SHARED VOTING POWER

0

9           SOLE DISPOSITIVE POWER

      3,308,441

10           SHARED DISPOSITIVE POWER

0

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      3,308,441

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /  /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.82%

14           TYPE OF REPORTING PERSON

PN

SCHEDULE 13D

CUSIP No.  63934E108

1.           NAME OF REPORTING PERSON

Icahn Partners Master Fund II LP

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) /  /

(b) / /

3           SEC USE ONLY

4           SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  /  /

6           CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER

      1,292,700

8           SHARED VOTING POWER

0

9           SOLE DISPOSITIVE POWER

      1,292,700

10           SHARED DISPOSITIVE POWER

0

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,292,700

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /  /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.88%

14           TYPE OF REPORTING PERSON

PN

SCHEDULE 13D

CUSIP No.  63934E108

1.           NAME OF REPORTING PERSON

Icahn Partners Master Fund III LP

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) /  /

(b) / /

3           SEC USE ONLY

4           SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  /  /

6           CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER

      570,342

8           SHARED VOTING POWER

0

9           SOLE DISPOSITIVE POWER

      570,342

10           SHARED DISPOSITIVE POWER

0

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      570,342

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /  /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.83%

14           TYPE OF REPORTING PERSON

PN

SCHEDULE 13D

CUSIP No.  63934E108

1.           NAME OF REPORTING PERSON

Icahn Offshore LP

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) /  /

(b) / /

3           SEC USE ONLY

4           SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  /  /

6           CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER

0

8           SHARED VOTING POWER

       5,171,483

9           SOLE DISPOSITIVE POWER

0

10           SHARED DISPOSITIVE POWER

       5,171,483

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       5,171,483

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /  /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.54%

14           TYPE OF REPORTING PERSON

PN

SCHEDULE 13D

CUSIP No.  63934E108

1.           NAME OF REPORTING PERSON

Icahn Partners LP

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) /  /

(b) / /

3           SEC USE ONLY

4           SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  /  /

6           CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER

       3,028,918

8           SHARED VOTING POWER

0

9           SOLE DISPOSITIVE POWER

       3,028,918

10           SHARED DISPOSITIVE POWER

0

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       3,028,918

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /  /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                      4.42%

14           TYPE OF REPORTING PERSON

PN

SCHEDULE 13D

CUSIP No.  63934E108

1.           NAME OF REPORTING PERSON

Icahn Onshore LP

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) /  /

(b) / /

3           SEC USE ONLY

4           SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  /  /

6           CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER

0

8           SHARED VOTING POWER

       3,028,918

9           SOLE DISPOSITIVE POWER

0

10           SHARED DISPOSITIVE POWER

       3,028,918

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       3,028,918

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /  /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.42%

14           TYPE OF REPORTING PERSON

PN

SCHEDULE 13D

CUSIP No.  63934E108

1.           NAME OF REPORTING PERSON

Icahn Capital LP

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) /  /

(b) / /

3           SEC USE ONLY

4           SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  /  /

6           CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER

0

8           SHARED VOTING POWER

      8,200,401

9           SOLE DISPOSITIVE POWER

0

10           SHARED DISPOSITIVE POWER

      8,200,401

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      8,200,401

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /  /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.96%

14           TYPE OF REPORTING PERSON

PN

SCHEDULE 13D

CUSIP No.  63934E108

1.           NAME OF REPORTING PERSON

IPH GP LLC

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) /  /

(b) / /

3           SEC USE ONLY

4           SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  /  /

6           CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER

0

8           SHARED VOTING POWER

      8,200,401

9           SOLE DISPOSITIVE POWER

0

10           SHARED DISPOSITIVE POWER

      8,200,401

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      8,200,401

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /  /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.96%

14           TYPE OF REPORTING PERSON

OO

SCHEDULE 13D

CUSIP No.  63934E108

1.           NAME OF REPORTING PERSON

Icahn Enterprises Holdings L.P.

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) /  /

(b) / /

3           SEC USE ONLY

4           SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  /  /

6           CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER

0

8           SHARED VOTING POWER

      8,200,401

9           SOLE DISPOSITIVE POWER

0

10           SHARED DISPOSITIVE POWER

      8,200,401

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      8,200,401

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /  /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.96%

14           TYPE OF REPORTING PERSON

PN

SCHEDULE 13D

CUSIP No.  63934E108

1.           NAME OF REPORTING PERSON

Icahn Enterprises G.P. Inc.

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) /  /

(b) / /

3           SEC USE ONLY

4           SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  /  /

6           CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER

0

8           SHARED VOTING POWER

      8,200,401

9           SOLE DISPOSITIVE POWER

0

10           SHARED DISPOSITIVE POWER

      8,200,401

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      8,200,401

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /  /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.96%

14           TYPE OF REPORTING PERSON

CO

SCHEDULE 13D

CUSIP No.  63934E108

1.           NAME OF REPORTING PERSON

Beckton Corp.

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) /  /

(b) / /

3           SEC USE ONLY

4           SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  /  /

6           CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER

0

8           SHARED VOTING POWER

      8,200,401

9           SOLE DISPOSITIVE POWER

0

10           SHARED DISPOSITIVE POWER

      8,200,401

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      8,200,401

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /  /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.96%

14           TYPE OF REPORTING PERSON

CO

SCHEDULE 13D

CUSIP No.  63934E108

1           NAME OF REPORTING PERSON

Carl C. Icahn

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) /  /

(b) / /

3           SEC USE ONLY

4           SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  /  /

6           CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER

0

8           SHARED VOTING POWER

       10,250,500

9           SOLE DISPOSITIVE POWER

0

10           SHARED DISPOSITIVE POWER

       10,250,500

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       10,250,500

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /  /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.94%

14           TYPE OF REPORTING PERSON

IN

SCHEDULE 13D

Item 1. Security and Issuer

This statement constitutes Amendment Number 7 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 on September 13, 2011 (the “Initial 13D”), as amended by the Amendment Number 1 to Schedule 13D, filed with the SEC, on November 2, 2011, by the Amendment Number 2 to the Schedule 13D, filed with the SEC, on November 15, 2011, by the Amendment Number 3 to the Schedule 13D, by the Amendment Number 4 to the Schedule 13D, filed with the SEC, on June 8, 2012, and by the Amendment Number 5 to the Schedule 13D, filed with the SEC, on July 11, 2012, each on behalf of the Reporting Persons  and by Amendment Number 6 to the Schedule 13D, filed with the SEC, on July 24, 2012(as defined in the Initial 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 Initial 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended by replacing the first two sentences thereof with the following:

The Reporting Persons  hold,  in  the  aggregate,     10,250,500  Shares. The aggregate  purchase  price  of  the  Shares  purchased  by the Reporting Persons collectively  was  approximately  $330.9 million  (including  commissions  and premiums).

Item 4.                      Purpose of Transaction

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

On September 9, 2012, Carl Icahn issued the attached press release (the “September 9 Press Release”), which is filed herewith as Exhibit 1.

Item 5.                      Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended by replacing it in its entirety with the following:

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate,       10,250,500   Shares , representing approximately 14.94% of the Issuer's outstanding Shares (based upon the 68,588,952 Shares stated to be outstanding as of August 31, 2012 by the Issuer in the Issuer’s Form 10-Q for the quarterly period ended July 31, 2012).

(b) For purposes of this Schedule 13D:

High River has sole voting power and sole dispositive power with regard to     2,050,099    Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to  3,308,441 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master II has sole voting power and sole dispositive power with regard to    1,292,700  Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master III has sole voting power and sole dispositive power with regard to  570,342   Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to  3,028,918 Shares.  Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.

Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the “Act”) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.  Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to each of Icahn Master, Icahn Master II and Icahn Master III (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.

(c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons, inclusive of any transactions effected through 5:00 p.m., New York City time, on September 7, 2012.  Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.

Name of Reporting Person	Date of Transaction	Amount of Securities	Price Per Share
High River LP	07/11/2012	74,182.00	23.00
High River LP	07/11/2012	100,000.00	22.82
High River LP	07/12/2012	29,816.00	22.96
High River LP	07/16/2012	15,539.00	23.01
High River LP	07/17/2012	2,128.00	23.01
High River LP	07/23/2012	1,940.00	23.01
High River LP	07/24/2012	135,734.00	22.88
High River LP	07/25/2012	21,421.00	22.99
High River LP	07/26/2012	35,759.00	22.94
Icahn Partners LP	07/11/2012	104,020.00	23.00
Icahn Partners LP	07/11/2012	152,734.00	22.82
Icahn Partners LP	07/12/2012	44,052.00	22.96
Icahn Partners LP	07/16/2012	22,958.00	23.01
Icahn Partners LP	07/17/2012	3,143.00	23.01
Icahn Partners LP	07/23/2012	2,868.00	23.01
Icahn Partners LP	07/24/2012	200,540.00	22.88
Icahn Partners LP	07/25/2012	31,649.00	22.99
Icahn Partners LP	07/26/2012	52,831.00	22.94
Icahn Partners Master Fund LP	07/11/2012	192,709.00	23.00
Icahn Partners Master Fund LP	07/11/2012	166,830.00	22.82
Icahn Partners Master Fund LP	07/12/2012	48,117.00	22.96
Icahn Partners Master Fund LP	07/16/2012	25,076.00	23.01
Icahn Partners Master Fund LP	07/17/2012	3,434.00	23.01
Icahn Partners Master Fund LP	07/23/2012	3,131.00	23.01
Icahn Partners Master Fund LP	07/24/2012	219,047.00	22.88
Icahn Partners Master Fund LP	07/25/2012	34,570.00	22.99
Icahn Partners Master Fund LP	07/26/2012	57,707.00	22.94
Icahn Partners Master Fund II L.P.	07/11/2012	56,143.00	22.82
Icahn Partners Master Fund II L.P.	07/12/2012	18,800.00	22.96
Icahn Partners Master Fund II L.P.	07/16/2012	9,798.00	23.01
Icahn Partners Master Fund II L.P.	07/17/2012	1,343.00	23.01
Icahn Partners Master Fund II L.P.	07/23/2012	1,222.00	23.01
Icahn Partners Master Fund II L.P.	07/24/2012	85,588.00	22.88
Icahn Partners Master Fund II L.P.	07/25/2012	13,507.00	22.99
Icahn Partners Master Fund II L.P.	07/26/2012	22,549.00	22.94
Icahn Partners Master Fund III L.P.	07/11/2012	24,293.00	22.82
Icahn Partners Master Fund III L.P.	07/12/2012	8,295.00	22.96
Icahn Partners Master Fund III L.P.	07/16/2012	4,323.00	23.01
Icahn Partners Master Fund III L.P.	07/17/2012	592.00	23.01
Icahn Partners Master Fund III L.P.	07/23/2012	539.00	23.01
Icahn Partners Master Fund III L.P.	07/24/2012	37,762.00	22.88
Icahn Partners Master Fund III L.P.	07/25/2012	5,959.00	22.99
Icahn Partners Master Fund III L.P.	07/26/2012	9,949.00	22.94

<FN>

Item 7.                      Material to be Filed as Exhibits

Exhibit 1 September 9 Press Release

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: September 10, 2012

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/ Sung Hwan Cho

Name: Sung Hwan Cho

Title: Chief Financial Officer

/s/ Carl C. Icahn_____________

CARL C. ICAHN

[Signature Page of Schedule 13D –

Navistar International Corporation Amendment No. 7]

EX-1

EXHIBIT 1

FOR IMMEDIATE RELEASE

CARL C. ICAHN ISSUES OPEN LETTER TO

BOARD OF DIRECTORS OF NAVISTAR INTERNATINOAL CORPORATION

New York, New York, September 9, 2012:  Carl C. Icahn today issued the following letter to the Board of Directors of Navistar International Corporation (NYSE: NAV):

September 9, 2012

Board of Directors

Navistar International Corporation

4201 Winfield Road, P.O. Box 1488

Warrenville, Illinois 60555

Ladies and Gentlemen:

As you know, I am one of the largest holders of shares of common stock of Navistar International Corporation, holding nearly 15% of the outstanding stock.   I am writing this letter to express my grave concern about the future of Navistar, a company that, in my opinion, has become a poster child for abysmal business decisions and poor corporate governance.

At Navistar, where four shareholders hold almost 60% of the stock, it would be a simple matter for this Board to bring substantial holders together to discuss and reach a consensus regarding important decisions concerning the company that WE own. It is therefore outrageous that you have not reached out to obtain our opinion (and I assume you have not obtained the opinions of the other large holders) on issues such as choosing a new management team to lead this company. Your choice of Lewis Campbell as Chairman and Interim Chief Executive Officer was worse than ill-advised, since you made no attempt to discuss the decision with us, or presumably any of the other substantial holders -- the true owners of this company. Indeed, rather than trying to effectively communicate with shareholders regarding these significant strategic decisions, you have sought to stifle even ordinary course shareholder communication and influence by recently adopting a poison pill that is unusually restrictive. When I consider these two recent actions of Navistar, together with the history of the company, its management and its Board, which has repeatedly made poor decisions leading to disastrous results, I am led to the inevitable conclusion that Navistar is a company with a Board asleep at the switch, violating its legal obligations and trying to entrench itself to protect the fees and status of Board members, rather than to faithfully  perform the  primary legal obligation of a board of directors, which is to protect and enhance the investment of  shareholders.

This is a Board at war with its own shareholders. I urge you to reconsider the path the Board has chosen, which harms our company and puts you at serious risk of personal liability. Instead, I recommend that you permit the voices of shareholders to be heard directly at the Board level by making four Board seats available to shareholders immediately---at this critical juncture in the history of Navistar---before any more damage is done to our company by the existing Board. 

I would prefer to amicably resolve this matter now, rather than through protracted litigation and a proxy fight.  However, I am sure that you have no doubt that I will proceed with both, if necessary, to protect my investment and the interest of all shareholders. In that regard we are preparing and will soon deliver to Navistar a demand under Section 220 of the Delaware General Corporation Law seeking access to corporate documents and Board proceedings at Navistar. Given the recent history of the company they should make interesting reading!

I urge each of you to consult with your personal legal advisors to advise you of your responsibilities and risks as directors.  I believe that you will learn, if you do not already know, that although directors do not conduct the company’s day to day management, under Delaware law you are responsible for managing its “business and affairs.”  Specifically, each of you owes a fiduciary duty of loyalty and duty of care to the company and its shareholders.  If directors see what is happening at the company, understand that it is not in the company’s best interests but nevertheless let it continue to occur without making efforts to stop it, they likely have breached their duty of care and can also be held PERSONALLY LIABLE for that breach.

This Board has stood idly by for the last three years, as Navistar, unique among its competitors, has been unable to deliver an engine that conforms to EPA 2010 guidelines. In the last two and half years, Navistar market share has declined by 40% (from 25% in 2010 to 15% in the most recent quarter) in the Class 8 market. Share price has declined precipitously from almost $60 per share at the beginning of 2011 to under $25 per share. During this time, this Board has authorized spending shareholder money on lawsuits against suppliers, competitors and regulators, marketing plans to convince customers that non-compliant engines are actually compliant, accumulating non-core assets such as a Recreational Vehicle manufacturer, and a “gold-plated” corporate headquarters that cost over $100 million. The one thing this Board refused to spend money on was a back-up plan involving the industry standard technology Navistar now must rely on. Moreover, the recent management change appears to be little more than a feeble attempt by an irresponsible board to point the finger elsewhere. Not only did the Board continually support these failed strategies for years, but impressed with his execution of this failed strategy, they also compensated the prior CEO so highly in 2011, that ISS recommended a no vote on “Say on Pay”. These actions present, in my view, precisely the type of repeated reckless indifference to the best interests of shareholders from which Delaware law protects shareholders by imposing personal liability on directors.    

Furthermore, I cannot fathom how this abysmal track record has earned this Board the right to pick a new CEO or a new product strategy. Now that we have come to the culmination of a crisis of at least 3 years in the making (the Board’s making that is), this Board has chosen to bring in a temporary CEO with zero experience in the heavy truck industry and a questionable track record as CEO of Textron. At Textron, over an 11 year period, Mr. Campbell watched Textron stock go from over $37 per share to $20 per share, primarily because of a risky financial subsidiary which lent money to a golf course and time share project.

 As I have said, I would prefer to amicably resolve this matter now, rather than fight. And, I believe that such a result can be achieved if you are willing to allow voices with a shareholders point of view to be heard in strength at the Board level. I believe that requires that at least four directors be designated by shareholders and added to the Board immediately. For all of our sakes, I hope that you agree.

Very truly yours,

Carl C. Icahn

Contact: Susan Gordon (212) 702-4309