SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 2 )

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

A.S.V., INC.

(Name of Subject Company (Issuer))

TEREX MINNESOTA, INC.

(Offeror)

TEREX CORPORATION

(a direct Parent of Offeror)

(Names of Filing Persons—Offerors)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

001963107

(CUSIP Number of Class of Securities)

Eric I Cohen, Esq.

Senior Vice President, Secretary and General Counsel

Terex Corporation

200 Nyala Farm Road

Westport, CT 06880

with a copy to:

Peter S. Golden, Esq.

Fried, Frank, Harris, Shriver & Jacobson

One New York Plaza

New York, NY 10004

(212) 859-8000

(Name, address and telephone number of person authorized to

receive notices and communications on behalf of filing persons)

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee*
$519,639,390	$20,421.83

* Estimated solely for purposes of calculating the filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934. The amount of the filing fee is calculated by multiplying the transaction value by 0.0000393. The transaction value was determined by multiplying the purchase price of $18.00 per share by 28,868,855 shares of common stock, par value $0.01 per share, of A.S.V. Inc. (based upon the representation by A.S.V., Inc. in the Merger Agreement (as defined herein) that 26,733,552 shares and options to acquire an aggregate of 2,135,303 shares were outstanding as of January 7, 2008).

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) of the Exchange Act and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$20,421.83	Filing Party:	Terex Minnesota, Inc./Terex Corporation
Form or Registration No.:	SC TO-T	Date Filed:	January 28, 2008

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer:

o Check the appropriate boxes below to designate any transactions to which the statement relates.

x third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

x amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

(Continued on following pages)

SCHEDULE TO

This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed on January 28, 2008, by Terex Minnesota, Inc. (the “Purchaser”), a wholly owned subsidiary of Terex Corporation (“Terex”), as previously amended. The Schedule TO relates to a tender offer by the Purchaser to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of A.S.V., Inc., a Minnesota corporation (the “Company”), at a price of $18.00 per Share, net to the sellers in cash, without interest. The terms and conditions of the offer are described in the Offer to Purchase, dated January 28, 2008 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the “Offer”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to them in the Schedule TO. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule TO.

This Amendment is being filed by the Purchaser and Terex and also constitutes an amendment to the Schedule 13D initially filed by the Purchaser and Terex on January 18, 2008, as amended by the Schedule TO.

	.
ITEM 11.	ADDITIONAL INFORMATION
Item 11 of the Schedule TO is hereby amended and supplemented as follows: The fifth paragraph of Section 16 – “Certain Legal Matters; Required Regulatory Approvals” of the Offer to Purchase is hereby amended and restated as follows: “German Antitrust Compliance.  Under the provisions of the German Act against Restraints on Competition of 1958, as amended (“ARC”), the acquisition of Shares pursuant to the Offer may be consummated only if the acquisition is approved by the German Federal Cartel Office (“FCO”), either by written approval or by expiration of a one-month waiting period commenced by the filing by Parent of a complete notification (the “German Notification”) with respect to the Offer, unless the FCO notifies Parent within the one-month waiting period of the initiation of an in-depth investigation. Parent filed the German Notification on January 22, 2008. On Friday, February 15, 2008, the FCO approved, without conditions, the acquisition of the Shares pursuant to the Offer.”
ITEM 12.	MATERIALS TO BE FILED AS EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit: “(a)(10) Press Release dated February 20, 2008”

SIGNATURE

After due inquiry and to the best of their knowledge and belief, the undersigned hereby certify as of February 20, 2008 that the information set forth in this statement is true, complete and correct.

TEREX MINNESOTA, INC.
By:
	/s/ Phillip C. Widman  Name:  Phillip C. Widman Title:    Vice President - Finance
TEREX CORPORATION
By:
	/s/ Phillip C. Widman  Name:  Phillip C. Widman Title:    Senior Vice President and Chief Financial Officer

EX-99

                                                                                                                 Exhibit (a)(10)

News Release

FOR IMMEDIATE RELEASE

Terex Contacts:

Media Investors

Mike Bazinet Tom Gelston

Director, Global Communications Director, Investor Relations

Phone: 203-222-6113 Phone: 203-222-5943

Email: michael.bazinet@terex.com Email: thomas.gelston@terex.com

TEREX ANNOUNCES RECEIPT OF ALL NECESSARY REGULATORY APPROVALS AND THIRD

PARTY CONSENTS IN CONNECTION WITH TENDER OFFER FOR ASV COMMON STOCK

WESTPORT, CT, Feb. 20, 2008 – Terex Corporation (NYSE: TEX) (“Terex”) today announced that it has received all necessary regulatory approvals and third party consents, including most recently from the regulatory authority in Germany, in connection with its cash tender offer for all of the outstanding shares of common stock of A.S.V., Inc. (NasdaqGS: ASVI) (“ASV”) for $18.00 per share.

The tender offer is being made pursuant to a merger agreement with ASV, dated as of January 13, 2008, and is scheduled to expire at midnight, New York City time, at the end of Monday, February 25, 2008, unless extended.

About Terex

Terex Corporation is a diversified global manufacturer with 2006 net sales of $7.6 billion. Terex operates in five business segments: Aerial Work Platforms, Construction, Cranes, Materials Processing & Mining, and Roadbuilding, Utility Products and Other. Terex manufactures a broad range of equipment for use in various industries, including the construction, infrastructure, quarrying, surface mining, shipping, transportation, refining, and utility industries. Terex offers a complete line of financial products and services to assist in the acquisition of Terex equipment through Terex Financial Services. More information on Terex can be found at www.terex.com. Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal counsel to Terex.

About ASV

A.S.V., Inc. designs, manufactures and sells rubber track machines and related components, accessories, and attachments. Its purpose-built chassis and patented rubber track undercarriage technology are unique and lead all rubber track loaders in innovation and performance. ASV products are able to traverse nearly any terrain with minimal damage to the ground, making them effective in markets such as construction, landscaping, forestry and agriculture. ASV’s wholly-owned subsidiary Loegering Mfg., Inc. designs, manufactures and sells traction products and attachments for the skid-steer industry. For more information, visit ASV’s website at http://www.asvi.com/ or Loegering’s website at http://www.loegering.com/. Goldman, Sachs & Co. acted as financial advisor to ASV on this transaction and Dorsey & Whitney LLP acted as legal counsel.

Forward Looking Statements

This press release contains or may be deemed to contain forward-looking information based on the current expectations of Terex Corporation and A.S.V., Inc. Because forward-looking statements involve risks and uncertainties, actual results could differ materially. Such risks and uncertainties, many of which are beyond the control of Terex and ASV, include those factors that are more specifically set forth in the public filings of Terex and ASV with the Securities and Exchange Commission. Actual events or the actual future results of Terex and ASV may differ materially from any forward looking statement due to those and other risks, uncertainties and significant factors.

The forward-looking statements speak only as of the date of this press release. Terex and ASV expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement included in this press release to reflect any changes in expectations with regard thereto or any changes in events, conditions, or circumstances on which any such statement is based.

This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell any securities. The solicitation and the offer to purchase all of the outstanding shares of ASV common stock are only being made pursuant to the tender offer statement, offer to purchase and related materials that were filed with the Securities and Exchange Commission (SEC) on January 28, 2008.

ASV shareholders are urged to read the tender offer statement, letter of transmittal and other materials relating to the tender offer, as they contain important information, including the various terms of, and conditions to, the tender offer. Shareholders can obtain a copy of the tender offer statement, letter of transmittal and other related materials free of charge from the SEC’s Edgar Database, which can be accessed through the SEC’s Internet site (http://www.sec.gov) or from the information agent for the tender offer, MacKenzie Partners, Inc., by calling (800) 322-2885 (call toll-free). We urge ASV shareholders to carefully read those materials prior to making any decision with respect to the tender offer.

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Terex Corporation

200 Nyala Farm Road, Westport, CT 06880