ASV 10-Q/A 2005 Q3 Quarterly report (amended)

The following items were the
subject of a Form 12b-25 and
are included herein: Exhibit 10.2
under Part II, Item 6.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(AMENDMENT NO. 1)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2005

Commission file number: 0-25620

A.S.V., Inc.

(Exact name of registrant as specified in its charter)

Minnesota	41-1459569
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

840 Lily Lane P.O. Box 5160
Grand Rapids, MN 55744	(218) 327-3434
(Address of principal executive offices,	(Registrant’s telephone number,
including zip code)	including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.þ Yeso No

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).þ Yeso No

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).o Yesþ No

     As of October 28, 2005, 26,865,548 shares of the issuer’s Common Stock were issued and outstanding.

PART II — OTHER INFORMATION

ITEM 6. EXHIBITS

Exhibit
Number	Description
3.1	Second Restated Articles of Incorporation of the Company (a)
3.1a	Amendment to Second Restated Articles of Incorporation of the Company filed January 6, 1997 (b)
3.1b	Amendment to Second Restated Articles of Incorporation of the Company filed May 4, 1998 (c)
3.2	Bylaws of the Company (a)
3.3	Amendment to Bylaws of the Company adopted April 13, 1999 (d)
4.1	Specimen form of the Company’s Common Stock Certificate (a)
10.1	Summary of Board of Director Compensation for the Company (e)
10.2	Purchase Agreement between the Company and Caterpillar Inc. effective November 1, 2005 **
10.3	Registration Rights Agreement between the Company and Caterpillar Inc., effective November 1, 2005 (f)
10.4	Commercial Alliance Agreement between the Company and Vermeer Manufacturing Inc. dated September 23, 2005 (f)**
11	Statement re: Computation of Per Share Earnings (f)
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (f)
32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (f)

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(a)	Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form SB-2 (File No. 33-61284C) filed July 7, 1994.
(b)	Incorporated by reference to Exhibit 3.1a to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 1996 (File No. 0-25620) filed electronically March 28, 1997.
(c)	Incorporated by reference to Exhibit 3.1b to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (File No. 0-25620) filed electronically August 12, 1998.
(d)	Incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 (File No. 0-25620) filed electronically November 12, 1999.
(e)	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed electronically on July 18, 2005.
(f)	Previously filed with the original Form 10-Q for the fiscal quarter ended September 30, 2005.
**	Certain information contained in this document has been omitted and filed separately accompanied by a confidential request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

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SIGNATURES

     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 thereunto duly authorized.

	A.S.V., Inc.
Dated: November 11, 2005	By /s/ Gary Lemke
	Gary Lemke
	Chief Executive Officer     (duly authorized officer)

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EXHIBIT INDEX

Exhibit	Description
3.1	Second Restated Articles of Incorporation of the Company (a)
3.1a	Amendment to Second Restated Articles of Incorporation of the Company filed January 6, 1997 (b)
3.1b	Amendment to Second Restated Articles of Incorporation of the Company filed May 4, 1998(c)
3.2	Bylaws of the Company (a)
3.3	Amendment to Bylaws of the Company adopted April 13, 1999 (d)
4.1	Specimen form of the Company’s Common Stock Certificate (a)
10.1	Summary of Board of Director Compensation for the Company (e)
10.2	Purchase Agreement between the Company and Caterpillar Inc. effective November 1, 2005 **
10.3	Registration Rights Agreement between the Company and Caterpillar Inc., effective November 1, 2005(f)
10.4	Commercial Alliance Agreement between the Company and Vermeer Manufacturing Inc. dated September 23, 2005(f)**
11	Statement re: Computation of Per Share Earnings(f)
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(f)
32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(f)

(a)	Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form SB-2 (File No. 33-61284C) filed July 7, 1994.
(b)	Incorporated by reference to Exhibit 3.1a to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 1996 (File No. 0-25620) filed electronically March 28, 1997.
(c)	Incorporated by reference to Exhibit 3.1b to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (File No. 0-25620) filed electronically August 12, 1998.
(d)	Incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 (File No. 0-25620) filed electronically November 12, 1999.
(e)	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 18, 2005.
(f)	Previously filed with the original Form 10-Q for the fiscal quarter ended September 30, 2005.
**	Certain information contained in this document has been omitted and filed separately accompanied by a confidential request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

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