On August 6, 2009, Oshkosh Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") by and among the Company and the underwriters named therein (collectively, the "Underwriters"). Pursuant to the Underwriting Agreement, the Company agreed to sell and the Underwriters agreed to purchase for resale to the public (the "Public Offering"), subject to the terms and conditions expressed therein, 13,000,000 shares of the Company's common stock at a price per share of $25.00 to the public, less an underwriting discount of $1.01 per share. The Underwriters also have an option to purchase up to 1,950,000 additional shares of the Company's common stock at the same price per share to cover any over-allotments. The Public Offering is expected to close on August 12, 2009. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

The common stock to be sold pursuant to the Underwriting Agreement was registered pursuant to an effective shelf Registration Statement on Form S-3 (Registration No. 333-161055) that the Company filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. In connection with the Company filing with the Securities and Exchange Commission a prospectus supplement, dated August 6, 2009, and prospectus, dated August 5, 2009, relating to the Public Offering described above, the Company is filing Exhibits 5.1 and 23.1 hereto and as part of such Registration Statement an opinion and consent of Foley & Lardner LLP, legal counsel to the Company, issued to the Company as to the validity of the shares of the Company's common stock being offered in the Public Offering.

On August 6, 2009, the Company also issued a press release announcing the pricing of the Public Offering. The Company is filing a copy of such press release as Exhibit 99.1 hereto, which is incorporated by reference herein.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d)                 Exhibits:



(1.1)  Underwriting Agreement, dated August 6, 2009, by and among Oshkosh
       Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P.
       Morgan Securities Inc. and Goldman, Sachs & Co., as representatives of the
       several underwriters named therein.

(5.1)  Opinion of Foley & Lardner LLP, dated August 6, 2009.

(23.1) Consent of Foley & Lardner LLP (contained in Exhibit 5.1 hereto).

(99.1) Press Release of Oshkosh Corporation dated August 6, 2009.