SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                               (Amendment No. 4)*

                              Oshkosh Corporation
                                (Name of Issuer)

                         Common Stock, Par Value $0.01
                         (Title of Class of Securities)

                                   688239201
                                 (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)

                                January 6, 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

Item 1. Security and Issuer

     This  statement constitutes Amendment No. 4 to the Schedule 13D relating to
the  Common Stock, par value $0.01 (the "Shares"), issued by Oshkosh Corporation
(the "Issuer"), and hereby amends the Schedule 13D filed with the Securities and
Exchange  Commission  on June 30, 2011 and amended by Amendment Nos. 1 through 3
thereto  (as  amended,  the  "Initial Schedule 13D"), on behalf of the Reporting
Persons  (as  defined  in  the  Initial Schedule 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
Schedule  13D.

Item 4. Purpose of Transaction

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

On January 6, 2012, Carl Icahn issued an open letter to the shareholders of the
Issuer.  A copy of the letter is filed herewith as an exhibit and incorporated
herein by reference, and any descriptions herein of the letter are qualified in
their entirety by reference to the letter filed herewith.

     ON  DECEMBER  15,  2011,  THE  PARTICIPANTS  (AS  DEFINED  BELOW)  FILED  A
DEFINITIVE PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. SECURITY
HOLDERS  ARE  ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED  TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN, A.B. KRONGARD, VINCENT
J.  INTRIERI, SAMUEL MERKSAMER, JOSE MARIA ALAPONT, DANIEL A. NINIVAGGI, MARC F.
GUSTAFSON,  ICAHN  PARTNERS  LP,  ICAHN  PARTNERS MASTER FUND LP, ICAHN PARTNERS
MASTER  FUND  II  L.P.,  ICAHN PARTNERS MASTER FUND III L.P., HIGH RIVER LIMITED
PARTNERSHIP,  HOPPER  INVESTMENTS  LLC,  BARBERRY  CORP., ICAHN ENTERPRISES G.P.
INC.,  ICAHN  ENTERPRISES  HOLDINGS  L.P., IPH GP LLC, ICAHN CAPITAL L.P., ICAHN
ONSHORE  LP,  ICAHN  OFFSHORE  LP,  AND  BECKTON  CORP.  (COLLECTIVELY,  THE
"PARTICIPANTS") FROM THE SHAREHOLDERS OF OSHKOSH CORPORATION FOR USE AT ITS 2012
ANNUAL  MEETING  OF  SHAREHOLDERS,  BECAUSE  THEY CONTAIN IMPORTANT INFORMATION,
INCLUDING  INFORMATION  RELATING  TO  THE  PARTICIPANTS.  THE  DEFINITIVE  PROXY
STATEMENT  AND  A  FORM  OF  PROXY  IS  AVAILABLE  TO  SHAREHOLDERS  OF  OSHKOSH
CORPORATION  FROM  THE  PARTICIPANTS  AT  NO  CHARGE AND IS ALSO AVAILABLE AT NO
CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV
OR  BY  CONTACTING  D.F. KING & CO., INC. BY TELEPHONE AT THE FOLLOWING NUMBERS:
SHAREHOLDERS  CALL  TOLLFREE:  (800) 6595550 AND BANKS AND BROKERAGE FIRMS CALL:
(212)  2695550.

Item 7. Material to be Filed as Exhibits

1.  Letter to Shareholders of the Issuer from Carl Icahn, dated January 6,  2012



                                   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:  January  6,  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/Dominick  Ragone
     -------------------
     Name:  Dominick  Ragone
     Title:  Chief  Financial  Officer




/s/ Carl C. Icahn
--------------------
CARL C. ICAHN