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): July 19, 2004





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


        Minnesota                      0-25620                   41-1459569
(State or other jurisdiction       (Commission file           (I.R.S. Employer
     of incorporation)                 number)               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 5.        Other Events and Regulation FD Disclosure

               On July 19, 2004, A.S.V., Inc. ("ASV") issued a press release
               announcing it had signed a non-binding letter of intent to
               acquire all the outstanding common stock of Loegering Mfg. Inc.
               of Casselton, North Dakota for a combination of cash and ASV
               common stock. Pending due diligence, ASV anticipates it will
               complete the transaction in the third quarter of 2004

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


Item 7.        Financial Statements and Exhibits.

               c.           Exhibits

               Exhibit      Description of Exhibit
               -------      ----------------------
                 99         Press release dated July 19, 2004








 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:  July 19, 2004



                                                A.S.V., Inc.


                                                By: /s/ Gary Lemke
                                                    ----------------------------
                                                    Its: Chief Executive Officer
                                                         -----------------------





                                  EXHIBIT INDEX


          Exhibit     Description of Exhibit
          -------     ----------------------
             99       Press release dated July 19, 2004

EX-99

                                                                      Exhibit 99

                                                           For more information:

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


            ASV Signs Letter of Intent to Acquire Loegering Mfg. Inc.

      GRAND RAPIDS, MN (July 19, 2004) -- ASV Inc. (NASDAQ: ASVI) announced
today that it has signed a non-binding letter of intent to acquire all the
outstanding common stock of Loegering Mfg. Inc. of Casselton, North Dakota for a
combination of cash and ASV common stock. Loegering, a 33-year-old company, is
the original manufacturer and a leader in over-the-tire steel tracks for wheeled
skid-steers and also provides attachments for the skid-steer market. In
addition, Loegering has developed new, proprietary technology -- the Versatile
Track System(R) (VTS(R)) -- a bolt on bolt off track system that will convert
most skid-steers from wheels to rubber tracks. Pending due diligence, ASV
anticipates it will complete the transaction in the third quarter of 2004. ASV
anticipates the transaction will be accretive to earnings. Loegering had sales
of approximately $12 million in 2003 and anticipates sales in the range of
$16-20 million for 2004.

      "Loegering, like ASV, has strong entrepreneurial roots," said ASV CEO Gary
Lemke. "We were attracted to Loegering because of its employees, product lines
and distribution system and because both companies share similar values. We
believe there are significant synergies that can be obtained in the areas of
purchasing, manufacturing, marketing and distribution."

      Loegering employs approximately 60 people at its facility in Casselton,
near Fargo, ND. Loegering sells its track systems and attachments through over
800 independent dealers throughout North America.

      Loegering President Brad Williams will continue to oversee day-to-day
operations. "ASV is a dynamic, fast-growing company that can help Loegering take
the next step," he said. "We look forward to a strong partnership that will
benefit both companies."

      According to Lemke, ASV will provide additional marketing support for the
VTS(R) track system. Unlike its over-the-tire track systems, the VTS(R) will
entirely replace the wheels on a skid-steer through a quick and easy conversion.
This product will target the vast number of current skid-steer owners who will
now be able to upgrade their existing wheeled machinery to rubber tracks.

      "For skid-steer owners who are not ready to buy a dedicated rubber track
loader, the VTS(R) track system should provide many of the benefits of rubber
track loaders," said Lemke. "We see this system as a way to bring greater
numbers of wheeled machine owners into the rubber track loader family, which
should benefit both ASV and Loegering."

      Rubber track loaders are one of the fastest-growing segments of the
construction equipment market and have gained a strong foothold in the $2
billion skid-steer market. Loegering expects it will introduce the VTS(R) track
system in the second half of 2004.

      The transaction is subject to due diligence by ASV, negotiation of a
definitive acquisition agreement and satisfaction of other customary conditions
to closing.

About ASV

      ASV designs, manufactures and sells rubber track, 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 track,
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.

About Loegering

      Loegering designs, manufactures and sells over-the-tire steel and rubber
tracks and attachments for skid-steers from its manufacturing facility in
Casselton, North Dakota for distribution in North America. For more information,
visit Loegering's website at www.loegering.com

Cautionary Statement Regarding Forward-Looking Statements

The statements set forth above regarding ASV's proposed acquisition of
Loegering, the benefits of Loegering's products and technology, including its
VTS track system, the timing of the proposed acquisition, the effect of the
proposed acquisition on ASV's financial results, Loegering's anticipated sales
for 2004, the benefits of the proposed acquisition and ASV's marketing
strategies are forward-looking statements based on current expectations and
assumptions, and entail various risks and uncertainties that could cause actual
results and events to differ materially from





those expressed in such forward looking statements. Certain factors may affect
whether these anticipated events occur, including satisfactory completion of
ASV's due diligence investigation of Loegering; ASV's ability to successfully
negotiate a definitive agreement for the acquisition of Loegering; the possible
inability of ASV or Loegering to satisfy conditions to closing the proposed
acquisition; the risks and uncertainties associated with successfully
integrating the two companies; unanticipated delays, costs and expenses inherent
in the development and marketing of new products and services; the parties'
ability to meet expectations regarding the timing, accounting and tax treatments
of the transaction; developments in the demand for each companies' products and
services; relationships with major customers and suppliers; the ability to
retain key personnel; the impact of governmental laws and regulations;
competitive factors; and any future acts or threats of terrorism or war. Any
forward-looking statements provided from time to time by the Company represent
only management's then-best current estimate of future events, results or
trends. Additional information regarding these risk factors and uncertainties
that could cause actual results and events to differ materially from the
Company's current expectations 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.