8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K



                Current Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



         Date of Report (Date of earliest event reported): June 4, 2004





                                  A.S.V., INC.
             (Exact name of registrant as specified in its charter)



          Minnesota                        0-25620               41-1459569
(State or other jurisdiction of    (Commission file number)   (I.R.S. Employer
       incorporation)                                        Identification No.)





                  840 Lily Lane, Grand Rapids, Minnesota 55744
                    (Address of principal executive offices)


       Registrant's telephone number, including area code: (218) 327-3434








Item 7.           Financial Statements and Exhibits.


                  c.           Exhibits

                  Exhibit      Description of Exhibit

                  99           Press release dated June 4, 2004

Item 9.           Regulation FD Disclosure

                  On June 4, 2004, A.S.V., Inc. ("ASV") issued a press release
                  disclosing its updated financial outlook for 2004 which
                  included a discussion of its estimated anticipated net sales
                  and anticipated earnings per share for the twelve months
                  ending December 31, 2004.

                  For additional information, see the press release included as
                  Exhibit 99 hereto.



SIGNATURE

             Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.

Date:  June 4, 2004



                                            A.S.V., Inc.


                                            By: /s/ Gary Lemke
                                                -------------------------------
                                                Its:  President
                                                    ---------------------------





                                  EXHIBIT INDEX

             Exhibit   Description of Exhibit

               99      Press release dated June 4, 2004

EX-99

                                                                     Exhibit 99

                                                           For more information

                                                                      Jay Lemke
                                                         Carmichael Lynch Spong
                                                                 (612) 375-8529
                                                              jlemke@clynch.com

                          ASV Updates Outlook for 2004

                Net Sales Expectation Updated to $140-155 Million

             EPS Expectation Updated to $1.05-1.17 per Diluted Share

         Grand Rapids, MN (June 4, 2004) -- ASV, Inc. (Nasdaq: ASVI) today
reported it has updated its net sales and earnings expectations for 2004. Based
on continued strong demand for its R-Series Posi-Track products as well as its
rubber track undercarriages used by Caterpillar Inc. (NYSE: CAT) on their line
of Multi Terrain Loaders (MTL), ASV has updated its expected sales for the
twelve months ending December 31, 2004 to the range of $140-155 million. This
updated range represents an increase of 45-60% over ASV's 2003 net sales of
$96.4 million. ASV has also updated its expected earnings to the range of
$1.05-1.17 per diluted share for the twelve months ending December 31, 2004, an
increase of 35-50% over ASV's 2003 diluted earnings per share of $.78 per share.
ASV's previously announced ranges for net sales had been $130-155 million for
fiscal 2004 and earnings per share of $.95-1.17 per diluted share for fiscal
2004.

         Commenting on the above figures, ASV President Gary Lemke stated "We
are pleased to announce this update of our expected sales and earnings for 2004.
The strong order flow we experienced for our rubber track machines in the first
quarter of 2004 has continued as we move into the summer construction months. We
believe consumers are realizing the benefits our rubber track machines and
undercarriages offer. To capitalize on this, ASV continues to increase its
dealership base in North America and also expand its presence in the rental
market, especially Home Depot rental facilities."

         About ASV

         ASV designs, manufactures and sells all-purpose crawlers and related
accessories and attachments. ASV also manufactures rubber track undercarriages
which are a primary component on Caterpillar's Multi Terrain Loaders. With its
patented undercarriage technology, ASV leads all rubber-tracked, all-purpose
crawlers in technology and innovation. ASV's products are able to traverse
nearly any terrain with minimal damage to the ground, making it effective in
industries such as construction, landscaping and agriculture. For more
information, visit ASV's website at www.asvi.com.

         Note: The statements set forth above regarding ASV's future expected
sales and earnings levels are forward-looking statements based on current
expectations and assumptions, and entail various risks and uncertainties that
could cause actual results to differ materially from those expressed in such
forward-looking statements. Certain factors may affect whether these anticipated
events occur including ASV's ability to successfully manufacture the machines,
unanticipated delays, costs or other difficulties in the manufacture of the
machines, market acceptance of the machines, deterioration of the general market
and economic conditions, corporate developments at ASV or Caterpillar and ASV's
ability to realize the anticipated benefits from its relationships with
Caterpillar. Any forward-looking statements provided from time-to-time by the
Company represent only management's then-best current estimate of future results
or trends. Additional information regarding these risk factors and uncertainties
is detailed from time to time in the Company's SEC filings, including but not
limited to, its report on Form 10-Q for the period ended June 30, 2003.