11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

þ Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2005

o Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the transition period from                      to                     

Commission file number: 0-25620

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

ASV, Inc. Employee Savings and Profit Sharing Plan

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

A.S.V., Inc.
840 Lily Lane
Grand Rapids, MN 55744
218-327-3434

ASV, Inc. Employee Savings and Profit Sharing Plan

Table of Contents

	Page
Report of Independent Registered Public Accounting Firm		3
Statements of Net Assets Available for Benefits December 31, 2005 and 2004		4
Statements of Changes in Net Assets Available for Benefits Years ended December 31, 2005 and 2004		5
Notes to Financial Statements		6-9
Supplemental Schedules
Schedule H, Line 4(a) – Schedule of Delinquent Participant Contributions		11
Schedule H, Line 4(i) – Schedule of Assets (Held at end of Plan Year)		12
Signature		13
Index to Exhibit		14
Exhibit 23 – Consent of Independent Registered Public Accounting Firm		15
Consent of Independent Registered Public Accounting Firm

2

Report of Independent Registered Public Accounting Firm

Board of Directors and participants
      ASV, Inc. Employee Savings and Profit Sharing Plan

          We have audited the accompanying statements of net assets available for benefits of ASV, Inc. Employee Savings and Profit Sharing Plan (the “Plan”) as of December 31, 2005 and 2004, and the related statement of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

          We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

          In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2005 and 2004, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

          Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the accompanying table of contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Grant Thornton LLP

Minneapolis, Minnesota
June 20, 2006

3

ASV, Inc. Employee Savings and Profit Sharing Plan

Statements of Net Assets Available for Benefits
December 31, 2005 and 2004

	2005		2004
ASSETS
Cash	$	2,373	$	1,295
Investments at fair value		5,478,172		4,597,745
Participant loans at estimated fair value		90,967		99,012
		5,569,139		4,696,757
Receivables
Participant elective deferrals		12,195		10,691
Plan sponsor matching contribution		2,439		2,138
		14,634		12,829
Total Assets		5,586,146		4,710,881
LIABILITIES
Benefits payable		570		—
NET ASSETS AVAILABLE FOR PLAN BENEFITS	$	5,585,576	$	4,710,881

The accompanying notes are an integral part of these financial statements.

4

ASV, Inc. Employee Savings and Profit Sharing Plan

Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2005 and 2004

	2005			2004
ADDITIONS
Investment income:
Net appreciation in the fair value of investments	$	334,466		$	884,157
Dividends		30,044			12,812
Interest		5,552			4,236
		370,062			901,205
Contributions
Participant elective deferrals		460,259			349,484
Employer match		91,507			69,713
Participant rollovers		59,441			5,762
		611,207			424,959
Total additions		981,269			1,326,164
DEDUCTIONS
Benefits paid to participants		(106,574	)		(53,044	)
Net increase		874,695			1,273,120
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year		4,710,881			3,437,761
End of year	$	5,585,576		$	4,710,881

The accompanying notes are an integral part of these financial statements.

5

ASV, Inc. Employee Savings and Profit Sharing Plan

Notes to Financial Statements
December 31, 2005 and 2004

Note A – PLAN DESCRIPTION

The following description of the ASV, Inc. Employee Savings and Profit Sharing Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution (401(k)) plan covering all full-time employees of A.S.V., Inc. (the Company) who are twenty and one-half years of age and have completed three months of service as of a Plan entry date (January 1 and July 1). Employees compensated on a commission only basis and members of collective bargaining agreements are not eligible to participate in the Plan. Employees are eligible for discretionary employer matching and non-elective contributions when they become participants in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.

Contributions

Contributions made pursuant to participant elective deferrals are permitted up to 25% of the participants’ eligible compensation, subject to limits established by law. Participants satisfying certain criteria are permitted to make catch-up contributions, as stated in the Plan agreement. Participants may also make rollover contributions to the Plan. Elective deferral contribution percentages may be changed effective on the next payroll period beginning on or after a Plan entry date. Matching employer contributions are at the discretion of the Plan Sponsor, and were 20% of the participants’ elective deferral for the years ended December 31, 2005 and 2004. No non-elective contributions were made for the years ended December 31, 2005 and 2004.

Participants’ Accounts

Participants’ accounts are credited with their participant contributions (elective deferral, catch-up and rollover), discretionary employer matching and non-elective contributions and an allocation of Plan earnings or losses. Allocations of Plan earnings or losses are based on the participant’s account balance, as defined in the Plan agreement. The benefit to which a participant is entitled is the vested portion of the participant’s account.

Investment Options

All investments are participant directed. Participants can invest in the ASV Stock Fund (the common stock of the Company), the Caterpillar Stock Fund and 11 mutual funds.

Vesting

Participants are immediately vested in their contributions plus actual earnings thereon. Participants are 100% vested in the Company’s matching and other discretionary contributions plus actual earnings thereon after three years of service, as defined in the Plan, for contributions made after January 1, 2002 or after five years of service, as defined in the Plan, for contributions made before January 1, 2002.

6

ASV, Inc. Employee Savings and Profit Sharing Plan
Notes to Financial Statements
December 31, 2005 and 2004

Note A – PLAN DESCRIPTION (Continued)

Participant Loans

Participants may borrow up to 50% of their vested account balance, with a minimum of $1,000 and a maximum of $50,000. Such loans bear interest generally at the prime rate plus 2% (6.0% to 10.25% at December 31, 2005). Principal and interest for active participants are repaid ratably through payroll deductions, generally over a period ranging from one to no more than five years.

Payment of Benefits

On termination of service, a participant may elect to 1) receive a lump-sum distribution equal to the value of the participant’s vested account balance, net of tax, 2) receive monthly annuity payments based on the value of the participant’s vested account balance, 3) rollover the entire vested portion to a qualified plan or 4) leave the balance in the Plan.

Plan Termination

Although the Company has no current intention of terminating the Plan, the Plan provides that upon termination, all amounts credited to a participant’s account become 100% vested. Net assets of the Plan would be distributed to the participants as prescribed in the Plan agreement.

Administrative Expenses

All administrative fees are paid by the Company. During 2005 and 2004, $3,399 and $3,203 of administrative fees were paid by the Company.

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies for the Plan, consistently applied in the preparation of the accompanying financial statements, follows:

Basis of Accounting

The financial statements of the Plan are prepared under the accrual method of accounting.

Use of Estimates

Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosures of contingent assets and liabilities. Actual results could differ from those estimates.

Benefits Paid to Participants

Benefits paid to participants are recorded by the Plan when paid.

7

ASV, Inc. Employee Savings and Profit Sharing Plan
Notes to Financial Statements
December 31, 2005 and 2004

Note B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value. The ASV Stock Fund and the Caterpillar Stock Fund are valued utilizing the last quoted market price on the last business day of the year.

Mutual funds are stated at fair value as determined by the respective mutual fund company based upon each fund’s net asset value. Income from these funds represents the Plan’s share of income from the mutual funds.

Participant loans are valued at historical cost, which approximates the estimated fair value of the loan.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date.

Risks and Uncertainties

In general, the investments provided by the Plan are exposed to various risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statement of net assets available for benefits.

Net Appreciation (Depreciation) in Fair Value of Investments

Net appreciation (depreciation) in the fair value of investments represents the net realized gains or losses and the net unrealized appreciation or depreciation of investments. Realized gains or losses are the difference between the proceeds received and either the cost of the investment sold, determined on an average cost basis, or the fair value at the end of the previous year, whichever is applicable. Unrealized appreciation or depreciation is the change in the difference between fair value and the cost of investments or the fair value at the end of the previous year, whichever is applicable.

NOTE C – INVESTMENTS

The following investments represent 5% or more of the Plan’s net assets.

	December 31,
	2005		2004
Common Stock
ASV Stock Fund, 145,981 and 138,802 shares	$	3,646,605	$	3,324,308
Caterpillar Stock Fund, 7,586 and 6,046 shares		438,261		294,755
Mutual Funds
American Funds EuroPacific Growth Fund, 6,883 shares		282,889		*
Franklin Small-Mid Cap Growth Fund, 8,906 and 7,471 shares		335,941		255,201

* Amount represents less than 5% of Plan net assets.

8

ASV, Inc. Employee Savings and Profit Sharing Plan
Notes to Financial Statements
December 31, 2005 and 2004

NOTE C – INVESTMENTS (Continued)

The Plan’s investments (including investments bought, sold and held during the year) appreciated in value as follows:

	Year ended December 31,
	2005		2004
Common stock	$	238,285	$	795,762
Mutual funds		96,181		88,395
	$	334,466	$	884,157

NOTE D – INCOME TAX STATUS

The Plan adopted the Accudraft non-standardized prototype 401(k) plan on January 1, 1997. The Accudraft prototype plan (prototype plan) received an IRS determination letter dated March 5, 2002, in which the Internal Revenue Service stated that the prototype plan meets the qualification requirements under Internal Revenue Code Section 401(a). The Plan has been amended since the prototype plan received its determination letter. However, the Plan Administrator believes the Plan is currently in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the financial statements.

NOTE E – RELATED PARTIES

The Company has been designated as the Plan Administrator. These services are provided at no expense to the Plan.

The Plan permits investments in common stock of the Company. These transactions qualify as parties-in-interest transactions.

The Plan permits investments in common stock of Caterpillar Inc., a 23% shareholder of the Company. These transactions qualify as parties-in-interest transactions.

NOTE F – NONEXEMPT TRANSACTIONS

In July 2004 there were unintentional delays by the Company in submitting participant deferral contributions in the aggregate amount of $44,869 to the Plan trust. The Company plans to reimburse the Plan for lost interest in the amount of $1,345 in 2006.

NOTE G – SUBSEQUENT EVENT

The fair value of the Plan’s investment in shares of A.S.V., Inc. common stock declined by approximately $674,000, or approximately 18.5%, for the period from December 31, 2005 to June 20, 2006.

9

SUPPLEMENTAL SCHEDULES

10

ASV, Inc. Employee Savings and Profit Sharing Plan
Plan EIN: 41-1812563

Plan Number: 001

Schedule H, Line 4(a) – Schedule of Delinquent Participant Contributions

December 31, 2005

(a) Dates of	(b) Date corrected	(c) Description	(d) Principal		(e) Lost
occurrence	in 2006	of occurrence	amount		earnings
7/1/04	not yet corrected	Participant deferral contributions deposited late	$	44,869	$	1,345
7/8/04
7/15/04
7/22/04
7/29/04

11

ASV, Inc. Employee Savings and Profit Sharing Plan
Plan EIN: 41-1812563

Plan Number: 001

Schedule H, Line 4(i) – Schedule of Assets (Held at end of Plan Year)

December 31, 2005

	(b) Identity of issuer, borrower,		(e) Current
(a)	lessor or similar party	(c) Description of investment	value
		Common Stock
*	A.S.V., Inc.	A.S.V. Stock Fund	$	3,646,605
*	Caterpillar Inc.	Caterpillar Stock Fund		438,261
				4,084,866
		Mutual Funds
	American Funds	EuroPacific Growth Fund		282,889
	First American Funds	Stable Asset Advisor Fund		35,308
	First American Funds	Strategy Income Fund		21,741
	First American Funds	Strategy Growth & Income Fund		16,872
	First American Funds	Strategy Growth Fund		122,197
	First American Funds	Strategy Aggressive Growth Fund		72,588
	First American Funds	Balanced Fund		59,348
	First American Funds	Equity Index Fund		194,354
	First American Funds	Large Cap Growth Opportunities Fund		182,388
	Franklin Templeton Investments	U.S. Government Securities Fund		69,680
	Franklin Templeton Investments	Small-Mid Cap Growth Fund		335,941
				1,393,306
		Participant Loans
*	Participant Loans	Interest ranging from 6% to 10.25%		90,967
			$	5,569,139

* Represents a party-in-interest to the Plan

12

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

	A.S.V., Inc. Employee Savings and Profit-Sharing Plan
	by
	A.S.V., Inc., as Plan Administrator
	by
Date:   June 29, 2006	/s/ Thomas R. Karges
	Thomas R. Karges, Chief Financial Officer and Secretary
	(principal financial officer and principal accounting officer)

13

EXHIBIT INDEX

Exhibit		Method of Filing
23	Consent of Grant Thornton LLP, independent registered public accounting firm	Filed herewith electronically

14

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We have issued our report dated June 20, 2006, accompanying the financial statements of the ASV, Inc. Employee Savings and Profit Sharing Plan included in the Form 11-K of A.S.V., Inc. for the year ended December 31, 2005. We hereby consent to the incorporation by reference of said report in the Registration Statement of A.S.V., Inc. on Form S-8 effective July 3, 1995 (File No. 33-94250).

/s/ Grant Thornton LLP

Minneapolis, Minnesota
June 20, 2006

15