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): April 28, 2005





                                  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


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]      Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

[ ]      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

[ ]      Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

[ ]      Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))









Item 2.02         Results of Operations and Financial Condition.

                  On April 28, 2005, A.S.V., Inc. ("ASV") issued a press release
                  disclosing its financial results for the three months ended
                  March 31, 2005. In addition, the press release contained
                  information regarding a conference call to be held April 28,
                  2005 during which ASV intends to discuss its financial results
                  for the three months ended March 31, 2005 and its outlook for
                  the balance of fiscal 2005.

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

Item 9.01         Financial Statements and Exhibits.

                  c.       Exhibits

                  The following exhibit is being furnished herewith

                  Exhibit  Description of Exhibit

                   99      Press release dated April 28, 2005





                                    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:  April 28, 2005



                                          A.S.V., Inc.


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




                                  EXHIBIT INDEX



Exhibit       Description of Exhibit
-------       ----------------------
           
  99          Press release dated April 28, 2005