SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____)
Navistar International Corp.
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(Name of Issuer)
Common Stock, $.10 Par Value
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(Title of Class of Securities)
63934E108
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(CUSIP Number)
*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 the disclosures provided in a prior cover page.
The information required in 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).
(Continued on following page(s))
Page 1 of 5 Pages
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CUSIP NO. 63934E108 13G Page 2 of 5 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David J. Greene and Company
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2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [xx]
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3 SEC Use Only
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4 Citizenship or Place of Organization
New York
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5 Sole Voting Power
Number of
213,200 shares
Shares ---------------------------------------------------
6 Shared Voting Power
Beneficially
Owned By 257,400 shares
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Each 7 Sole Dispositive Power
Reporting
213,200 shares
Person ---------------------------------------------------
8 Shared Dispositive Power
With
3,924,300 shares
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9 Aggregate Amount Beneficially Owned By Each Reporting Person
4,137,500 shares
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10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares*
[ ]
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11 Percent of Class Represented By Amount in Row 9
5.62%
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12 Type of Reporting Person*
Broker-dealer/Investment Adviser/Partnership (BD/IA/PN)
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
David J. Greene and Company 3 of 5
The filing of this statement shall not be construed as an admission that David
J. Greene and Company is the beneficial owner of the securities covered by such
statement.
Item 1. (a) Name of Issuer.
Navistar International Corp.
Item 1. (b) Address of Issuer's Principal Executive Officers.
455 North Cityfront Plaza Drive
Chicago, Illinois 60611
Item 2. (a) Name of Person Filing.
David J. Greene and Company
Item 2. (b) Address of Principal Business Office.
599 Lexington Avenue, New York, NY 10022
Item 2. (c) Place of Organization.
New York
Item 2. (d) Title of Class of Securities.
Common Stock, $.10 par value
Item 2. (e) CUSIP Number.
63934E108
Item 3. (a) David J. Greene and Company is a broker-dealer
registered under Section 15 of the Act.
(b) David J. Greene and Company is an investment
adviser registered under Section 203 of the
Investment Advisers Act of 1940.
Item 4. Ownership.
(a) Amount Beneficially Owned: 4,137,500 shares
(b) Percent of Class: 5.62%
<PAGE>
David J. Greene and Company 4 of 5
(c) Number of shares as to which such person has:
(i) Sole power to vote: 213,200 shares
(ii) Shared power to vote: 257,400 shares
(iii) Sole power to dispose of or to direct the
disposition of: 213,200 shares
(iv) Shared power to dispose or to direct the
disposition of: 3,924,300 shares
Item 5. Ownership of Five Percent or Less of a Class.
Reporting person has not ceased to be the beneficial owner of more
than five percent of the securities.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported by the Parent
Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
<PAGE>
David J. Greene and Company 5 of 5
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purpose or
effect.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: February 7, 1997
Signature: /s/ E. Stephen Walsh
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Name/Title: E. Stephen Walsh
General Partner and
Director of Compliance
