SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO/A

(Rule 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 1)

OSHKOSH CORPORATION

(Name of Subject Company (Issuer))

IEP Vehicles Sub LLC

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 Onshore LP

Icahn Offshore LP

Icahn Capital L.P.

IPH GP LLC

Icahn Enterprises Holdings L.P.

Icahn Enterprises G.P. Inc.

Beckton Corp.

Carl C. Icahn

(Names of Filing Persons)*

Common Stock, Par Value $0.01

(Title of Class of Securities)

688239201

 (CUSIP Number of Class of Securities)

Keith L. Schaitkin, Esq.

General Counsel

Icahn Capital LP

767 Fifth Avenue, 47th Floor

New York, New York 10153

 (212) 702-4380

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on behalf of Filing Persons)

CALCULATION OF FILING FEE

Transaction Valuation:	Amount of Filing Fee:
$2,876,302,585**	$392,327.68***

** Calculated solely for purposes of determining the filing fee. The transaction value was calculated as follows: 88,501,618 shares of common stock of the Issuer multiplied by $32.50 per share.  The number of shares used in the transaction value calculation is based on (i) the 91,648,564 shares stated to be issued and outstanding according to the Issuer in its form 10-Q filed with the Securities and Exchange Commission on July 26, 2012, plus (ii) the 5,518,314 shares issuable upon the exercise of outstanding options and/or vesting of outstanding performance share awards, according to the Issuer in its form 10-K filed with the Securities and Exchange Commission on November 16, 2011 minus (iii) the 8,665,260 shares beneficially owned, as of October 17, 2012, by the Offeror and its affiliates.

*** The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #7 for fiscal year 2013, issued August 31, 2012, by multiplying the transaction value by 0.0001364.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously paid: $392,327.68	Filing Party: Icahn Enterprises Holdings LP
Form or registration no.: Schedule TO-T	Date Filed: October 17, 2012

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third party tender offer subject to Rule 14d-1	¨ going-private transaction subject to Rule 13e-3
¨ issuer tender offer subject to Rule 13e-4	x amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

COMBINED SCHEDULE TO AND SCHEDULE 13D

*           Introductory Note:  IEP Vehicles Sub LLC and Icahn Enterprises Holdings L.P. are co-bidders for all purposes in the Offer.  IEP Vehicles Sub LLC is a wholly-owned subsidiary of Icahn Enterprises Holdings L.P.

This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO filed on October 17, 2012 (the “Schedule TO”) relating to the offer by IEP Vehicles Sub LLC, a Delaware limited liability company (“IEP Vehicles Sub”) and Icahn Enterprises Holdings L.P., a Delaware limited partnership (“Icahn Enterprises Holdings”, and together with IEP Vehicles Sub, the “Offeror”), to purchase for cash any and all of the issued and outstanding shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”) of Oshkosh Corporation, a Delaware corporation (“Oshkosh”), at a price of $32.50 per Share, without interest and less any required withholding taxes, if any.  Both IEP Vehicles Sub and Icahn Enterprises Holdings are co-bidders for all purposes in the Offer.  Capitalized terms used herein and not otherwise defined have the respective meanings ascribed in the Schedule TO.

The Offer is subject to the terms and conditions set forth in the Offer to Purchase, dated October 17, 2012 (the “Offer to Purchase”). The Offer to Purchase, the related Letter of Transmittal (the “Letter of Transmittal”) and Notice of Guaranteed Delivery, copies of which are attached hereto as Exhibits (a)(1)(i), (a)(1)(ii) and (a)(1)(iii), respectively, constitute the “Offer”.

As permitted by General Instruction F to Schedule TO, the information set forth in the entire Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery, including all appendices, schedules, exhibits and annexes thereto, is hereby expressly incorporated by reference in response to Items 1 through 11 of this Schedule TO and is supplemented by the information specifically provided herein.

As permitted by General Instruction G to Schedule TO, this Schedule TO is also an amendment to the joint statement on Schedule 13D filed on June 30, 2011, as amended, by Icahn Partners LP, a limited partnership governed by the laws of Delaware, Icahn Partners Master Fund LP, a limited partnership governed by the laws of the Cayman Islands, Icahn Partners Master Fund II LP, a limited partnership governed by the laws of the Cayman Islands, Icahn Partners Master Fund III LP, a limited partnership governed by the laws of the Cayman Islands, High River Limited Partnership, a limited partnership governed by the laws of Delaware, Hopper Investments LLC, a limited liability company governed by the laws of Delaware, Barberry Corp., a corporation governed by the laws of Delaware, Icahn Onshore LP, a limited partnership governed by the laws of Delaware, Icahn Offshore LP, a limited partnership governed by the laws of Delaware, Icahn Capital LP, a limited partnership governed by the laws of Delaware, IPH GP LLC, a limited liability company governed by the laws of Delaware, Icahn Enterprises Holdings L.P., a limited partnership governed by the laws of Delaware, Icahn Enterprises G.P. Inc., a corporation governed by the laws of Delaware, Beckton Corp., a corporation governed by the laws of Delaware, and Carl C. Icahn (collectively, the “Icahn Entities”).

Items 1-11.

Items 1 through 11 of the Schedule TO are hereby amended and supplemented by the addition of the following:

On October 22, 2012, Carl Icahn issued an open letter to the shareholders of Oshkosh (the “October 22 Letter”).  A copy of the October 22 Letter is filed herewith as Exhibit (a)(5)(iii) and incorporated herein by reference.

Item 12.  Exhibits

Exhibit		Description
	(a)(5)(iii)	October 22 Letter

SIGNATURES

After due 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.

ICAHN PARTNERS LP
By:	/S/    EDWARD MATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

ICAHN PARTNERS MASTER FUND LP
By:	/S/    EDWARD MATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

ICAHN PARTNERS MASTER FUND II LP
By:	/S/    EDWARD MATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

ICAHN PARTNERS MASTER FUND III LP
By:	/S/    EDWARD MATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

HIGH RIVER LIMITED PARTNERSHIP
BY:	Hopper Investments LLC, its general partner
By:	/S/    EDWARD MATTNER
Name:	Edward Mattner
Title:	Authorized Signatory
HOPPER INVESTMENTS LLC
By:	/S/    EDWARD MATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

BARBERRY CORP.
By:	/S/    EDWARD MATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

ICAHN ONSHORE LP
By:	/S/    EDWARD MATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

ICAHN OFFSHORE LP
By:	/S/    EDWARD MATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

ICAHN CAPITAL LP
By:	/S/    EDWARD MATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

IPH GP LLC
By:	/S/    EDWARD MATTNER
Name:	Edward Mattner
Title:	Authorized Signatory

ICAHN ENTERPRISES HOLDINGS L.P.
BY:	Icahn Enterprises G.P. Inc., its general partner
By:	/S/    SUNGHWAN CHO
Name:	SungHwan Cho
Title:	Chief Financial Officer

IEP VEHICLES SUB LLC
By:	/S/    SUNGHWAN CHO
Name:	SungHwan Cho
Title:	Chief Financial Officer

ICAHN ENTERPRISES G.P. INC.

/S/    SUNGHWAN CHO         

SungHwan Cho

Chief Financial Officer

BECKTON CORP.

/S/    EDWARD MATTNER         

Edward Mattner

Authorized Signatory

/S/    CARL C. ICAHN         

Carl C. Icahn

Date: October 22, 2012

EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(i)	Offer to Purchase, dated October 17, 2012*
(a)(1)(ii)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number) *
(a)(1)(iii)	Notice of Guaranteed Delivery*
(a)(1)(iv)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(v)	Letter to Clients*
(a)(5)(i)	Summary Advertisement as published in the New York Times, by the Offeror, on October 17, 2012*
(a)(5)(ii)	Press Release of the Offeror, dated October 11, 2012 (incorporated by reference to Exhibit 1 to the Schedule TO-C filed by the Offeror with the Securities and Exchange Commission on October 11, 2012)*
(a)(5)(iii)	Open Letter to Shareholders of Oshkosh Corporation by Carl Icahn, dated October 22, 2012, (filed herewith)
(b)	None.
(d)	None.
(g)	None.
(h)	None.

__________________

*  Previously Filed

EX-1

CARL ICAHN ISSUES OPEN LETTER TO SHAREHOLDERS OF OSHKOSH CORPORATION

New York, New York, October 22, 2012, Carl Icahn today issued the following open letter to shareholders of Oshkosh Corporation:

Dear Fellow Oshkosh Shareholders,

I am a long time shareholder of Oshkosh Corporation (“OSK”).  To my dismay I have watched this company continue to overpromise and under deliver.  I have completely lost confidence in the management team led by Charlie Szews.  The day that Mr. Szews was appointed President and Chief Operating Officer of OSK five years ago, OSK stock traded at $61.95 per share. In the 12 months prior to our August 13D update regarding a spin-off of JLG, and our subsequent tender for the shares at $32.50, OSK stock traded at an average of $21.15 per year. The decline in share price over this five year period represents the clearest indication to us that the management of OSK has failed, and that the company will not succeed without a new management team and a drastically different strategy. As the largest shareholder of OSK, we are unwilling to put our trust in the existing board and Mr. Szews to turn this company around.

We are now offering a clear choice that we view as a win-win for shareholders. Shareholders can win by selling their shares to us in our tender for $32.50.  Or, shareholders can win by voting for our slate of directors in our proxy fight to replace the existing board, and implementing a shareholder friendly business strategy – the cornerstone of which is the spinoff of JLG.

We will be releasing our full slate of director nominees before this week’s deadline. At this time we are announcing that William Lasky, the former Chairman and CEO of JLG, will be joining our slate of nominees and assisting us in developing an independent strategy to maximize the value of JLG. Mr. Lasky was President and then CEO of JLG from 1999 until the company was sold to OSK in 2006. During this time revenue grew from $720 million to over $3 Billion.  Mr. Lasky stated, “I believe that JLG presents an exciting opportunity for shareholders over the next several years. A dedicated and focused management team will be better able to take advantage of global growth opportunities and mitigate risks related to customer concentration and weak economies in the U.S. and Europe.”

Mr. Szews has been telling shareholders for years that better times are right around the corner and that he has the right people in place to succeed. Yet every year the recovery for OSK is one more year away. The “right people” have left or been moved around and newer “right people” have taken their place. We believe that our tender offer and proxy fight provide the opportunity for a victory for shareholders now in the form of two choices: (i) $32.50 in cash or (ii) ownership in both JLG as a separate public company, and in the remaining OSK, the assets of which will be under a new board focused on increasing shareholder value.

Very truly yours,

/s/Carl C. Icahn

Contact: Susan Gordon (212) 702-4309