SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

A.S.V., Inc.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notes:

[ASV LOGO]

A.S.V., INC.
840 LILY LANE
GRAND RAPIDS, MINNESOTA 55744

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
MAY 27, 2005

---------------

The Annual Meeting of Shareholders of A.S.V., Inc. will be held at the
Reif Center, 720 Conifer Drive, Grand Rapids, Minnesota on Friday, May 27, 2005
at 2:00 p.m., local time, for the following purposes:

1. To elect nine directors to the Board of Directors.

2. To ratify the appointment of Grant Thornton LLP as the Company's
independent registered public accounting firm for the fiscal year
ending December 31, 2005.

3. To take action upon any other business that may properly come before
the meeting or any adjournment thereof.

Accompanying this Notice of Annual Meeting of Shareholders is a proxy
statement, form of proxy and the Company's 2004 Annual Report to Shareholders,
which are being sent to you by order of the Board of Directors.

Only shareholders of record shown on the books of the Company at the close
of business on April 7, 2005 will be entitled to vote at the meeting or any
adjournment thereof. Each shareholder is entitled to one vote per share on all
matters to be voted on at the meeting.

You are cordially invited to attend the meeting. Whether or not you plan
to attend the meeting, please sign, date and return your proxy in the return
envelope provided as soon as possible. Your cooperation in promptly signing and
returning the proxy will help avoid further solicitation expense to the Company.

By Order of the Board of Directors,

/s/ Edgar E. Hetteen

Edgar E. Hetteen
Secretary

Dated: April 27, 2005
Grand Rapids, Minnesota

GRAND RAPIDS, MINNESOTA

[GRAND RAPIDS, MINNESOTA MAP]

PROXY STATEMENT

TABLE OF CONTENTS

Page
----

INTRODUCTION....................................................................................... 1

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..................................... 2

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE............................................ 3

ELECTION OF DIRECTORS (Proposal #1)................................................................ 3

CORPORATE GOVERNANCE............................................................................... 3
Director Nominees and Executive Officers...................................................... 3
Board Independence............................................................................ 5
Board Meetings and Committees................................................................. 5
Executive Sessions of the Board............................................................... 6
Compensation of Directors..................................................................... 7
Policy Regarding Attendance at Annual Meetings................................................ 7
Shareholder Communication with Directors...................................................... 7
Code of Business Conduct and Ethics........................................................... 7
Legal Proceedings............................................................................. 7

EXECUTIVE COMPENSATION............................................................................. 8
Compensation Committee Report on Executive Compensation....................................... 8
Summary Compensation Table.................................................................... 9
Option Grants in Last Fiscal Year............................................................. 10
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values............. 10
Employment Agreements......................................................................... 10

COMPARATIVE STOCK PERFORMANCE...................................................................... 11

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................................................... 12
Compensation Committee Interlocks and Insider Participation................................... 12
Certain Transactions.......................................................................... 12

AUDIT COMMITTEE REPORT AND PAYMENT OF FEES TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM........ 13
Audit Committee Report........................................................................ 13
Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees................................... 13
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services
Provided by the Company's Independent Registered Public Accounting Firm....................... 14

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL #2)........ 14

SHAREHOLDER PROPOSALS FOR THE 2006 ANNUAL MEETING.................................................. 15

ANNUAL REPORT TO SHAREHOLDERS...................................................................... 15

OTHER MATTERS...................................................................................... 15

PROXY STATEMENT
FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 27, 2005

INTRODUCTION

This proxy statement is being furnished to the shareholders of A.S.V.,
Inc. ("ASV" or the "Company"), in connection with the solicitation by the Board
of Directors of ASV of proxies to be voted at the Annual Meeting of Shareholders
(the "Annual Meeting") to be held on Friday, May 27, 2005 at 2:00 p.m., local
time, and at any adjournment thereof, for the purposes set forth in the attached
Notice of Annual Meeting of Shareholders. This proxy statement and the
accompanying proxy are first being mailed or given to shareholders on or about
April 27, 2005.

The cost of soliciting proxies, including preparing, assembling and
mailing the proxies and soliciting material, will be borne by the Company.
Directors, officers and regular employees of the Company may, without
compensation other than their regular compensation, solicit proxies in person or
by letter or telephone.

Any shareholder submitting a proxy may revoke it at any time prior to its
use at the Annual Meeting by giving written notice of such revocation to the
Secretary or other officer of the Company or by filing a new written proxy with
an officer of the Company. Personal attendance at the Annual Meeting is not, by
itself, sufficient to revoke a proxy unless written notice of the revocation or
a subsequent proxy is delivered to an officer before the revoked or superseded
proxy is used at the Annual Meeting.

The presence at the Annual Meeting in person or by proxy of the holders of
a majority of the outstanding shares of the Company's Common Stock entitled to
vote shall constitute a quorum for the transaction of business. Proxies not
revoked will be voted in accordance with the instructions specified by
shareholders by means of the ballot provided on the proxy for that purpose.
Proxies which are signed but which lack any such specific instructions with
respect to any proposal will, subject to the following, be voted in favor of the
proposal set forth in the Notice of Annual Meeting and in favor of the slate of
directors proposed by the Board of Directors as listed herein. If a shareholder
abstains from voting as to any proposal, then the shares held by such
shareholder shall be deemed present at the Annual Meeting for purposes of
determining a quorum and for purposes of calculating the vote with respect to
such proposal, but shall not be deemed to have been voted in favor of such
proposal. If a shareholder abstains from voting on the proposal to ratify the
appointment of the independent registered public accounting firm, the abstention
has the same effect as a vote against that proposal. If a shareholder withholds
authority to vote for one or more of the directors, this has no effect on the
election of those directors. If a broker returns a "non-vote" proxy, indicating
a lack of voting instruction by the beneficial holder of the shares and a lack
of discretionary authority on the part of the broker to vote on a particular
proposal, then the shares covered by such non-vote proxy shall be deemed present
at the Annual Meeting for purposes of determining a quorum but shall not be
deemed to be present at the Annual Meeting for purposes of calculating the vote
required for approval of such proposal.

The Board of Directors of the Company has fixed April 7, 2005 as the
record date (the "Record Date") for determining shareholders entitled to vote at
the Annual Meeting. Persons who were not shareholders on the Record Date will
not be allowed to vote at the Annual Meeting. At the close of business on the
Record Date 13,388,614 shares of the Company's Common Stock were issued and
outstanding. Each share of Common Stock is entitled to one vote on each matter
to be voted upon at the Annual Meeting. Holders of the Common Stock are not
entitled to cumulative voting rights. In accordance with a recent change in
Minnesota law, the nominees for election as directors will be elected by a
plurality of the votes cast at the annual meeting. This means that since
shareholders will be electing nine directors, the nine nominees receiving the
highest number of votes will be elected. The affirmative vote of a majority of
the shares of Common Stock present in person or by proxy and entitled to vote at
the Annual Meeting is required for the approval of the other proposal (provided
that the total number of shares voted in favor of the proposals constitutes more
than 25% of the Company's outstanding shares).

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of March 31, 2005 by: (1)
each director and director nominee of the Company, (2) each executive officer of
the Company named in the Summary Compensation Table in this proxy statement, (3)
all directors and executive officers of the Company as a group and (4) each
person or entity known by the Company to own beneficially more than five percent
of the Company's Common Stock.

OPTION SHARES TOTAL
COMMON EXERCISABLE SHARES PERCENT OF
SHARES WITHIN 60 BENEFICIALLY OUTSTANDING
NAME OWNED DAYS OWNED (1) SHARES (1)
- ---------------------------------------- --------- ------------- ------------ -----------

Caterpillar Inc. (2).................... 3,140,069 -- 3,140,069 23.5
Next Century Growth
Investors, LLC (3) 977,675 -- 977,675 7.3
Gary D. Lemke........................... 362,680 (4) 132,500 495,180 3.7
Jerome T. Miner......................... 362,350 6,750 369,100 2.8
James H. Dahl........................... 338,849 (5) 7,500 346,349 2.6
Edgar E. Hetteen........................ 196,573 (6) -- 196,573 1.5
Leland T. Lynch......................... 107,750 (7) 750 108,500 *
Thomas R. Karges........................ 47,902 (8) 56,000 103,902 *
R. E. "Teddy" Turner, IV................ 6,750 750 7,500 *
Karlin S. Symons........................ 500 562 1,062 *
Bruce D. Iserman........................ 125 -- 125 *
Kenneth J. Zika......................... -- -- -- *
Richard A. Benson....................... -- -- -- *
Edward J. Rapp.......................... -- -- -- *
All executive officers and
directors as a group
(12 persons)....................... 1,423,929 (9) 204,812 1,628,741 12.0

- ----------------------
* Less than 1%

(1) Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission, and includes generally voting power
and/or investment power with respect to securities. Shares of Common Stock
subject to options currently exercisable or exercisable within 60 days of
March 31, 2005 are deemed outstanding for computing the beneficial
ownership percentage of the person holding such options but are not deemed
outstanding for computing the beneficial ownership percentage of any other
person. Except as indicated by footnote, the persons named in the table
above have sole voting and investment power with respect to all shares of
Common Stock shown as beneficially owned by them.

(2) The address of Caterpillar Inc. is 100 Northeast Adams St., Peoria, IL
61629.

(3) The address of Next Century Growth Investors, LLC is 5500 Wayzata Blvd.,
Suite 1275, Minneapolis, MN 55416.

(4) Includes 120,754 shares held jointly with Mr. Lemke's wife, 61,363 shares
held by Mr. Lemke's wife and 11,608 shares held in the Company's 401(k)
Plan.

(5) Includes 313,330 shares held by Rock Creek Partners, Ltd., an investment
partnership, of which Mr. Dahl is the Managing General Partner. Excludes
295,150 shares held by a trust established for the benefit of Mr. Dahl's
adult son who no longer resides in Mr. Dahl's household and 295,550 shares
held by a trust established for the benefit of Mr. Dahl's college student
daughter. Mr. Dahl's brother is the trustee of these trusts. James Dahl
disclaims beneficial ownership of these shares.

(6) Includes 79,005 shares held by Mr. Hetteen's wife.

(7) Includes 10,000 shares held by Mr. Lynch's wife and 11,650 shares owned by
trusts established for the benefit of Mr. Lynch's grandchildren.

(8) Includes 5,524 shares held in the Company's 401(k) Plan.

(9) Includes 17,132 shares held in the Company's 401(k) Plan.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers and directors of the Company, and persons who beneficially own more
than 10% of the Company's outstanding shares of Common Stock, to file initial
reports of ownership and reports of changes in ownership of securities of the
Company with the Securities and Exchange Commission. Officers, directors and
greater than 10% shareholders are required by the Securities and Exchange
Commission to furnish the Company with copies of all Section 16(a) forms they
file.

Based solely on a review of the copies of such reports furnished to or
obtained by the Company, the Company believes that during the fiscal year ended
December 31, 2004, all filing requirements applicable to its directors, officers
or beneficial owners of more than 10% of the Company's outstanding shares of
Common Stock were complied with, except that Caterpillar Inc. filed one Form 4
report one day late for the receipt of 500,000 shares and the elimination of the
warrant they held for 8,727,058 shares of the Company's Common Stock.

ELECTION OF DIRECTORS
(PROPOSAL #1)

The Board of Directors has set the number of directors to be elected for
the 2005 fiscal year at nine and has nominated eight of the ten current
directors to stand for reelection at the Annual Meeting. Mr. Hetteen and Mr.
Rapp have declined to stand for reelection. The current directors of the Company
consenting to stand for reelection are Gary D. Lemke, Jerome T. Miner, Leland T.
Lynch, James H. Dahl, R. E. "Teddy" Turner, IV, Richard A. Benson, Karlin S.
Symons and Bruce Iserman. In addition, Caterpillar, Inc. has designated Kenneth
J. Zika for election to the Board of Directors, and the Board of Directors, upon
the recommendation of the Nominating Committee, has nominated Mr. Zika for
election to the Board (collectively, the "Nominees").

If elected, each Nominee shall serve until the next annual meeting of
shareholders and until his or her successor has been elected and qualified. If
any of the Nominees should be unable to serve as director by reason of death,
incapacity or other unexpected occurrence, the proxies solicited by the Board of
Directors shall be voted by the proxy representatives for such substitute
nominee(s) as is recommended by the Board of Directors, or, in the absence of
such recommendation, for such fewer number of directors as remain willing and
able to serve.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" EACH OF
THE NOMINEES. IN THE ABSENCE OF OTHER INSTRUCTIONS, THE PROXIES WILL BE VOTED
FOR EACH OF THE NOMINEES.

CORPORATE GOVERNANCE

DIRECTOR NOMINEES AND EXECUTIVE OFFICERS

Director Nominees

The following provides certain information with respect to the Nominees.

RICHARD A. BENSON, 62, is currently retired and had been Vice President of
Caterpillar Inc., Diversified Products Division since 1992 and President of
Caterpillar's Global Mining Division since 2000. Mr. Benson is a director of
Morrison Products. Mr. Benson has been a director of the Company since 1999.

JAMES H. DAHL, 51, has been the President of James Dahl & Company, a
private investment company, since 1989 and the Managing General Partner of Rock
Creek Partners, Ltd., a private investment partnership in Jacksonville, Florida,
since 1993. Mr. Dahl is Chairman of the Investment Advisory Committee of the
State of Florida Pension Fund. Mr. Dahl has been a director of the Company since
1996.

BRUCE D. ISERMAN, 63, is currently retired and had been President of banks
in Lisbon and Casselton, North Dakota since 1984, which banks were owned by
Bremer Financial Corp. Mr. Iserman has been a director of the Company since
April 2005.

GARY D. LEMKE, 64, has been Chief Executive Officer of the Company since
July 2004. Prior to then, Mr. Lemke was President of the Company from 1983, when
he co-founded the Company, until July 2004. Mr. Lemke has been Chairman since
September 2000 and a director of the Company since 1983.

LELAND T. LYNCH, 68, is currently retired and had been Managing Partner,
Chairman and Chief Executive Officer of the advertising firm of Carmichael Lynch
Inc. in Minneapolis, Minnesota since 1962. Mr. Lynch is a director of Archivers
Inc. and a partner in the Historical Theatre Group. Mr. Lynch has been a
director of the Company since 1995.

JEROME T. MINER, 69, has been Vice Chairman of the Company since 1995 and
the President of Jerry Miner Realty, Inc., an owner and operator of various
retail stores in Grand Rapids, Minnesota, since 1984. Mr. Miner has been a
director of the Company since 1991.

KARLIN S. SYMONS, 58, has been the President of Plus Relocation Services,
Inc. since January 2004. From 1995 to 2004, Ms. Symons was a partner with the
law firm of Kaplan, Strangis and Kaplan of Minneapolis, Minnesota. Ms. Symons
has been director since April 2004 and was previously a director of the Company
from 1995 to 2001.

R. E. "TEDDY" TURNER, IV, 41, has been the owner of Charleston Boatworks,
Inc., a yacht repair facility that specializes in high-tech composite racing
sailboats, located in Charleston, South Carolina, since 2000. From 1998 to 2000,
Mr. Turner was the Chairman of the Board of MyTurn.com, Inc., a computer
hardware and software company. Mr. Turner is a trustee of the Turner Foundation
and the Jane Smith Turner Foundation. Mr. Turner has been a director of the
Company since 1997.

KENNETH J. ZIKA, 57, is currently retired and had been the Corporate
Controller for Caterpillar Inc. from 2001 to 2002. From 1998 to 2001, Mr. Zika
had been the Corporate Treasurer for Caterpillar Inc. Mr. Zika is a Trustee
Emeritus for the Preferred Group of Mutual Funds.

Mr. Benson was appointed to the Board of Directors pursuant to the terms
of the Securities Purchase Agreement dated October 14, 1998 between Caterpillar
Inc. and the Company. Subsequent to his retirement from Caterpillar Inc. in
January 2005, Mr. Benson agreed to remain on the Company's Board as an
independent director. Mr. Rapp was appointed to the Board of Directors in
January 2005 as Caterpillar's representative pursuant to the terms of the
Securities Purchase Agreement dated October 14, 1998 between Caterpillar Inc.
and the Company. Mr. Rapp has declined to stand for reelection, and Mr. Zika has
been designated by Caterpillar as its representative pursuant to the terms of
the Securities Purchase Agreement dated October 14, 1998 between Caterpillar
Inc. and the Company.

Executive Officers

The following provides certain information with respect to the Company's
executive officers other than Mr. Lemke.

MARK S. GLASNAPP, 47, has been the Company's President since July 2004.
Prior to then, Mr. Glasnapp was employed by Caterpillar Inc. and had been
working at the Company in the capacity of Manager of Caterpillar's commercial
agreements with the Company since July 1999.

THOMAS R. KARGES, 44, has been the Company's Chief Financial Officer since
October 1994.

BOARD INDEPENDENCE

The Board of Directors has determined that each of the Company's directors
is independent under the Nasdaq listing standards, except for Gary D. Lemke, who
serves as the Company's Chief Executive Officer, Edgar E. Hetteen, who serves as
the Company's Vice President and Secretary, and Edward J. Rapp, who serves as
Vice President of Caterpillar Inc., Building and Construction Products Division.
In making the independence determinations, the Board of Directors reviewed all
of the directors' relationships with the Company based primarily on a review of
the responses of the directors to questions regarding employment, business,
familial, compensation and other relationships with the Company and the
Company's management.

BOARD MEETINGS AND COMMITTEES

During fiscal 2004, the Board of Directors met five times. In addition to
meetings of the full Board, directors also attended various Board committee
meetings. All directors attended 75% or more of the total number of meetings of
the Board of Directors and committees of which they were members.

The Board and its committees take formal action by written consent from
time-to-time, in accordance with Minnesota law, rather than holding formal Board
and committee meetings.

The Company's Board of Directors has three standing committees, the Audit
Committee, the Compensation and Stock Option Committee and the Nominating
Committee.

Audit Committee

Members: R. E. "Teddy" Turner, IV, Chair

James H. Dahl

Jerome T. Miner

The Audit Committee oversees the Company's accounting and financial
reporting processes and financial statements, the Company's program to ensure
compliance with legal and regulatory requirements, and the independent
registered public accounting firm's qualifications and independence. The Audit
Committee is directly responsible for the appointment, compensation, retention
and oversight of the work of the Company's independent registered public
accounting firm. The Audit Committee is comprised of three directors and
operates under a written charter. A copy of the Audit Committee charter was
included as Appendix A to the Company's proxy statement for the 2004 Annual
Meeting of Shareholders and may be found on the Company's web site at
www.asvi.com under "Investors Relations - Corporate Governance." All of the
Audit Committee members meet the independence and experience requirements of the
Nasdaq listing standards and the Securities and Exchange Commission. The Board
of Directors has identified R. E. "Teddy" Turner, IV to be an audit committee
financial expert under the rules of the Securities and Exchange Commission. The
Audit committee met five times in 2004.

Compensation and Stock Option Committee

Members: R. E. "Teddy" Turner, IV, Chair

Jerome T. Miner

Karlin S. Symons

The Compensation and Stock Option Committee provides recommendations
concerning salaries and incentive compensation for officers and employees of the
Company. The Compensation and Stock Option Committee is comprised of
non-employee directors who meet the independence requirements of the Nasdaq
listing standards. The Compensation and Stock Option Committee met one time in
2004.

Nominating Committee

Members: Leland T. Lynch, Chair

James H. Dahl

The Nominating Committee recommends new director nominees to the Board.
The Nominating Committee operates under a written charter, which was adopted in
April 2004 and which may be found on the Company's web site at www.asvi.com
under "Investors Relations - Corporate Governance." All of the Nominating
Committee members meet the independence requirements of the Nasdaq listing
standards. The Nominating Committee did not have need to meet in fiscal 2004.

The Nominating Committee determines the required selection criteria and
qualifications of director nominees based upon the Company's needs at the time
nominees are considered. Directors should possess the highest personal and
professional ethics, integrity and values, and be committed to representing the
long-term interests of the Company's shareholders. In evaluating a candidate for
nomination as a director of the Company, the Nominating Committee will consider
criteria including business and financial expertise; geography; experience as a
director of a public company; gender and ethnic diversity on the Board; and
general criteria such as ethical standards, independent thought, practical
wisdom and mature judgment. The Nominating Committee will consider these
criteria for nominees identified by the Nominating Committee, by shareholders,
or through some other source.

The Nominating Committee will consider qualified candidates for possible
nomination that are submitted by the Company's shareholders. Shareholders
wishing to make such a submission may do so by sending the following information
to the Nominating Committee c/o Chief Financial Officer at the address indicated
on the Notice of Annual Meeting of Shareholders: (1) name of the candidate and a
brief biographical sketch and resume; (2) contact information for the candidate
and a document evidencing the candidate's willingness to serve as a director if
elected; and (3) a signed statement as to the submitting shareholder's current
status as a shareholder and the number of shares currently held.

The Nominating Committee conducts a process of making a preliminary
assessment of each proposed nominee based upon the resume and biographical
information, an indication of the individual's willingness to serve and other
background information, business experience, and leadership skills, all to the
extent available and deemed relevant by the Nominating Committee. This
information is evaluated against the criteria set forth above and the Company's
specific needs at that time. Based upon a preliminary assessment of the
candidate(s), those who appear best suited to meet the Company's needs may be
invited to participate in a series of interviews, which are used as a further
means of evaluating potential candidates. On the basis of information learned
during this process, the Nominating Committee determines which nominee(s) to
recommend to the Board to submit for election at the next annual meeting. The
Nominating Committee uses the same process for evaluating all nominees,
regardless of the original source of the nomination.

No candidates for director nominations were submitted by any shareholder
in connection with the 2005 annual meeting.

EXECUTIVE SESSIONS OF THE BOARD

At least twice annually, the Company's independent directors meet in
executive session without any director who does not meet the independence
requirements of the Nasdaq listing standards being present.

COMPENSATION OF DIRECTORS

The Company does not pay its directors a fee for attendance at Board or
committee meetings. Each non-employee director is eligible for stock option
grants under the 1998 Non-Employee Director Stock Option Plan (the "Director
Plan"), including an option to purchase 2,250 shares of Common Stock upon
initial election to the Board and an option to purchase 3,000 shares of Common
Stock on the first business day of each calendar year thereafter, provided such
person is a director of the Company at the time of grant of the option. In
addition, the Company reimburses directors for expenses incurred in connection
with attendance at Board meetings.

Options to purchase 3,000 shares of the Company's Common Stock at $39.15
per share were granted on January 2, 2004 to Messrs. Miner, Lynch, Dahl and
Turner. Mr. Benson was eligible to receive an option to purchase 3,000 shares of
the Company's Common Stock at $39.15 per share in January 2004. However, due to
his employment by Caterpillar Inc., Mr. Benson declined this option. Options to
purchase 2,250 shares of the Company's Common Stock at $29.82 per share were
granted on April 13, 2004 to Ms. Symons upon her election to the Board, and
options to purchase 2,250 shares of the Company's Common Stock at $39.71 per
share were granted on April 12, 2005 to Mr. Iserman upon his election to the
Board. Mr. Rapp was eligible to receive an option to purchase 2,250 shares of
the Company's Common Stock at $39.31 per share upon his election to the Board on
January 11, 2005. However, due to his employment by Caterpillar Inc., Mr. Rapp
declined this option

Directors who are also employees of the Company do not receive any
additional compensation for serving on the Board of Directors, but may receive
stock options as part of their compensation as officers of the Company.

POLICY REGARDING ATTENDANCE AT ANNUAL MEETINGS

The Company encourages, but does not require, its Board members to attend
the annual meeting of shareholders. Last year, three of the Company's directors
attended the annual meeting of shareholders.

SHAREHOLDER COMMUNICATION WITH DIRECTORS

Shareholders may communicate with the Company's Board of Directors by
sending a letter addressed to the Board of Directors or specified individual
directors to: A.S.V., Inc., c/o Chief Financial Officer, 840 Lily Lane, P.O. Box
5160, Grand Rapids, MN 55744. All communications will be compiled by the Chief
Financial Officer of the Company and submitted to the Board or the individual
directors on a periodic basis.

CODE OF BUSINESS CONDUCT AND ETHICS

The Company has adopted a Code of Business Conduct and Ethics (the "Code
of Ethics"), which applies to the Company's directors, officers and employees.
The Code of Ethics is published on the Company's website at www.asvi.com under
"Investors Relations - Corporate Governance." Any amendments to the Code of
Ethics and waivers of the Code of Ethics for the Company's Chief Executive
Officer, Chief Financial Officer or Controller will be published on the
Company's website.

LEGAL PROCEEDINGS

R. E. "Teddy" Turner, IV was the Chairman of the Board of MyTurn.com,
Inc., a computer hardware and software company, from 1998 to 2000 and a director
of MyTurn.com, Inc. through October 2000. On March 2, 2001, MyTurn.com, Inc.
filed a voluntary petition for relief under Chapter 11 of the Federal Bankruptcy
Code in the United States Bankruptcy Court for the Northern District of
California.

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Overview

The Company's Compensation and Stock Option Committee (the "Compensation
Committee") is responsible for establishing compensation policies for all
executive officers of the Company, including the Company's Chief Executive
Officer. The Compensation Committee is composed entirely of independent
non-employee directors. The present members of the Committee are listed at the
end of this report.

The objectives of the Company's executive compensation program are:

1. to attract, retain and motivate superior talent and reward
individual performance;

2. to support the achievement of the Company's strategic goals; and

3. through stock based compensation, align the executive officers'
interests with those of the shareholders of the Company.

The following report addresses the Company's executive compensation
policies and discusses factors considered by the Compensation Committee in
determining the compensation of the Company's Chief Executive Officer and other
executive officers for the year ended December 31, 2004.

Compensation Policies for Executive Officers

The Compensation Committee's executive compensation policies are designed
to provide competitive levels of compensation that integrate pay with the
Company's annual and long term performance goals, reward the achievement of
corporate goals, recognize individual initiative and achievements, and assist
the Company in attracting and retaining qualified executives. The Company's
executive officers are paid base salaries that are subject to annual
cost-of-living increases, along with periodic adjustments to recognize favorable
corporate and individual performance and also to make such salaries competitive
with other similar sized companies in the manufacturing industry. The Company's
executive officers are also given the opportunity to participate in certain
other broad-based employee benefit plans. The Company's use of stock option
grants as a key component of its executive compensation plans reflects the
Compensation Committee's position that stock ownership by management and stock
based compensation arrangements are beneficial in aligning management's and
shareholders' interests to enhance shareholder value. The Compensation Committee
believes that a greater reliance on stock-based incentives is appropriate for
the Company's current stage of development.

Stock Options

Stock options awarded under the Company's 1996 Incentive and Stock Option
Plan and 2004 Stock Incentive Plan are intended as incentive compensation and
have historically been granted to officers and other key employees to attract,
retain and motivate the talent necessary for the Company to achieve its
objectives. The Company's policy is to grant stock options annually in
connection with a review of each individual's performance of their job functions
and their current stock option holdings, at which point the Compensation
Committee may or may not grant additional options at its discretion. The Company
also grants stock options to newly hired employees as part of their overall
compensation package.

The 1996 Incentive and Stock Option Plan provides for the granting of
options to those employees who are not subject to Section 16(b) of the
Securities Exchange Act of 1934 without the approval of the Compensation
Committee. In 2004, stock option grants totaling 200,500 shares were granted to
123 employees in this manner.

Stock option grants totaling 221,500 shares (which includes 191,500 of the
200,500 shares discussed above) were approved by the Compensation Committee in
February 2004 to be granted to full-time employees in 2004. Included in this
figure is a stock option grant for 10,000 shares granted to the Company's chief
financial officer on February 6, 2004.

Chief Executive Officer's Compensation

Gary D. Lemke serves as the Company's Chief Executive Officer and Chairman
of the Board of Directors. Mr. Lemke's base compensation for 2004 was increased
to $231,500 based on performance. Mr. Lemke was granted an option to purchase
20,000 shares of the Company's Common Stock at $32.00 per share in February 2004
based on performance.

At this time the Committee has no formal written plan for Chief Executive
Officer compensation separate and apart from the Company's general compensation
philosophy. Until a plan specific to the Chief Executive Officer is developed,
Chief Executive Officer compensation will be based on corporate and individual
performance, consistent with guidelines applicable to all key employees.

SUBMITTED BY THE COMPENSATION COMMITTEE OF THE COMPANY'S BOARD OF DIRECTORS:

R. E. "Teddy" Turner, IV, Chair Jerome T. Miner Karlin S. Symons

SUMMARY COMPENSATION TABLE

The following table sets forth the total remuneration paid during the
Company's last three fiscal years to the Company's Chief Executive Officer and
all other executive officers of the Company who earned total annual salary and
bonus in fiscal 2004 in excess of $100,000.

LONG-TERM COMPENSATION
ANNUAL COMPENSATION ----------------------
FISCAL --------------------- SECURITIES
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) UNDERLYING OPTIONS (#)
- ---------------------------------------- ------ ---------- --------- ----------------------

Gary D. Lemke........................... 2004 231,500 -- 20,000
Chief Executive Officer and
Chairman of the Board 2003 191,500 -- 180,000
2002 181,500 -- 10,000

Thomas R. Karges........................ 2004 140,000 -- 10,000
Chief Financial Officer 2003 120,000 -- 60,000
2002 115,500 -- 8,000

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information concerning grants of
options to purchase Common Stock made during fiscal 2004 to the executive
officers named in the Summary Compensation Table above.

POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF STOCK
SECURITIES % OF TOTAL PRICE APPRECIATION FOR
UNDERLYING OPTIONS GRANTED EXERCISE OPTION TERM (2)
OPTIONS TO EMPLOYEES IN PRICE EXPIRATION ----------------------
NAME GRANTED(1) FISCAL YEAR ($/SHARE) DATE 5%($) 10% ($)
- ---------------------- ---------- --------------- --------- ----------- ------- -------

Gary D. Lemke......... 20,000 6.1 32.00 Feb 6, 2011 260,544 607,179
Thomas R. Karges...... 10,000 3.0 32.00 Feb 6, 2011 130,272 303,589

- ----------------------
(1) Twenty-five percent of the option becomes exercisable on each annual
anniversary date of the option beginning February 6, 2005.

(2) The hypothetical potential appreciation shown in these columns reflects
the required calculations at annual rates of 5% and 10% set by the
Securities and Exchange Commission and is not intended to represent either
historical appreciation or anticipated future appreciation of the
Company's Common Stock price.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table summarizes information related to options exercised
during fiscal 2004 and the number and value of options held at the end of fiscal
2004 by the executive officers named in the Summary Compensation Table above.

NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE AT FISCAL YEAR-END AT FISCAL YEAR-END ($)(2)
EXERCISE REALIZED ---------------------------- ----------------------------
NAME (#) ($) (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------- ----------- --------- ----------- ------------- ----------- -------------

Gary D. Lemke......... 150,000 3,817,503 76,250 163,750 2,831,093 5,911,087
Thomas R. Karges...... 45,000 1,161,660 34,625 60,875 1,259,161 2,131,951

- ----------------------
(1) Market value of underlying securities on date of exercise minus the
exercise price.

(2) Market value of underlying securities at fiscal year end minus the
exercise price.

EMPLOYMENT AGREEMENTS

Thomas R. Karges and the Company are parties to an employment agreement
dated October 17, 1994, which provides for the payment of base salary and annual
bonus and other compensation to Mr. Karges as determined by the Compensation and
Stock Option Committee of the Board of Directors and for other fringe benefits.
The agreement may be terminated upon 60 days written notice by either party.

Mark S. Glasnapp and the Company are parties to an employment agreement
dated July 12, 2004, which provides for the payment of base salary as determined
by the Compensation and Stock Option Committee of the Board of Directors and for
other fringe benefits, including deferred compensation and post-retirement
medical insurance. The agreement may be terminated at any time by either party.

COMPARATIVE STOCK PERFORMANCE

The graph below compares the cumulative total shareholder return on ASV's
Common Stock for the five fiscal years ended December 31, 2004 with the
cumulative total return on the Total Return Index for the Nasdaq Stock Market
(U.S. Companies) and the Total Return Index for Nasdaq Non-Financial Stocks over
the same period (assuming the investment of $100 in each on December 31, 1999
and the reinvestment of all dividends).

COMPARISON OF CUMULATIVE TOTAL RETURN

[LINE GRAPH]

12/31/99 12/31/00 12/31/01 12/31/02 12/31/03 12/31/04
-------- -------- -------- -------- -------- --------

A.S.V., Inc. $ 100.00 $ 58.72 $ 85.56 $ 57.62 $ 273.39 $ 351.56
Nasdaq - U. S. Companies 100.00 60.31 47.84 33.07 49.45 53.81
Nasdaq - Non-Financial Companies 100.00 58.34 44.61 29.14 44.61 48.12
-------- -------- -------- -------- -------- --------

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 2004, the following individuals served as members of the
Compensation and Stock Option Committee: R. E. "Teddy" Turner, IV, Jerome T.
Miner and Karlin S. Symons. None of these individuals has ever served as an
officer or employee of the Company or any of the Company's subsidiaries. During
fiscal 2004, none of the Company's executive officers served as a director or
member of the compensation committee (or other committee performing similar
functions) of any other entity of which an executive officer served on the
Company's Board of Directors or any Board committee.

CERTAIN TRANSACTIONS

The Company uses a public relations firm that is affiliated with Mr.
Lynch. Total fees paid to the public relations firm in 2004 were approximately
$153,000.

Transactions with Caterpillar Inc.

As of March 31, 2005, Caterpillar Inc. ("Caterpillar") owned 23.5% of the
Company's Common Stock. During 2004 and until his retirement from Caterpillar in
2005, the Company's director, Richard A. Benson, served as Caterpillar's
designee to the Board of Directors. Thereafter, Edward J. Rapp was designated as
a director by Caterpillar. Mr. Rapp has declined to stand for reelection, and
Kenneth J. Zika has been designated by Caterpillar as its new board designee.
Caterpillar currently has the right to designate a number of directors
proportionate to its stock ownership in the Company.

In October 2000, the Company and Caterpillar entered into an alliance
agreement to jointly develop and manufacture a new product line of Caterpillar
rubber track skid steer loaders called Multi-Terrain Loaders (MTLs). The product
line, which currently consists of five models, features Caterpillar's patented
skid steer loader technology and the Company's patented Maximum Traction Support
System(TM) rubber track undercarriage. The MTLs are being sold through the
Caterpillar dealer network. During 2004, 40% of the Company's net sales were
made to Caterpillar. At December 31, 2004, the accounts receivable balance from
Caterpillar was approximately $16,000,000.

In January 2004, the Company sold 1,040,069 shares of its Common Stock to
Caterpillar at $21.00 per share pursuant to the exercise of a warrant held by
Caterpillar. These shares were subject to an acceleration notice issued to
Caterpillar by the Company in October 2003 in connection with the warrant held
by Caterpillar.

Also in January 2004, the Company repurchased the remaining warrant held
by Caterpillar for a cash payment of $7.2 million and the issuance of 500,000
shares of the Company's Common Stock. As of March 31, 2005, Caterpillar owned
23.5% of the Company's outstanding Common Stock and no longer has any options,
warrants or contractual rights pursuant to which they may acquire additional
shares of the Company's Common Stock. In addition, in connection with the
Company's repurchase of the remaining warrant, the Company and Caterpillar
terminated certain covenants in the 1998 Securities Purchase Agreement which had
permitted Caterpillar to maintain a proportionate interest in the Company, and
which had restricted potential acquisitions or loans and the payment of
dividends.

The Company purchases parts used in its products from Caterpillar and also
reimburses Caterpillar for the salary and related costs of two Caterpillar
employees that work on the Company's behalf. In addition, the Company utilizes
Caterpillar's warranty processing system to handle warranty claims on its
machines and reimburses Caterpillar for the warranty expense incurred by
Caterpillar dealers. In connection with the MTL alliance agreement, the Company
has agreed to reimburse Caterpillar for its research and development costs
related to the MTLs as it pertains to the combination of the Caterpillar portion
of the machines with the Company's undercarriages. During 2004, total
commissions, parts purchases and salary and warranty reimbursements were
approximately $7,958,000. Also, at December 31, 2004, accounts payable to
Caterpillar were $558,000.

AUDIT COMMITTEE REPORT AND
PAYMENT OF FEES TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

AUDIT COMMITTEE REPORT

In carrying out its duties, the Audit Committee performed the following:

- Reviewed and discussed the Company's audited financial statements
for the year ended December 31, 2004 with the Company's management
and independent registered public accounting firm.

- Discussed with the Company's independent registered public
accounting firm the matters required to be discussed by Statement of
Auditing Standards No. 61 regarding communication with audit
committees.

- Received the written disclosures and the letter from the Company's
independent registered public accounting firm required by
Independence Standards Board Statement No. 1 (Independent
Discussions with Audit Committees) and discussed with the Company's
independent registered public accounting firm its independence.

Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report of Form 10-K for the year ended December
31, 2004 for filing with the Securities and Exchange Commission.

SUBMITTED BY THE AUDIT COMMITTEE OF THE COMPANY'S BOARD OF DIRECTORS:

R. E. "Teddy" Turner, IV, Chair James H. Dahl Jerome T. Miner

AUDIT FEES, AUDIT-RELATED FEES, TAX FEES AND ALL OTHER FEES

The following table presents fees billed for professional services
rendered for the audit of the Company's annual financial statements for 2004 and
2003 and fees billed for other services provided by the Company's independent
registered public accounting firm in each of the last two fiscal years:

2004 2003
------------ ----------

Audit Fees (1)..................... $ 295,790 $ 95,775
Audit-Related Fees................. 0 0
Tax Fees (2)....................... 68,831 10,075
All Other Fees (3)................. 19,474 7,950

- ----------------------
(1) Audit fees consisted of audit work performed in preparation of the
Company's annual financial statements, review of the financial statements
included in the Company's quarterly reports on Form 10-Q and compliance
with the requirements of Section 404 of the Sarbanes-Oxley Act.

(2) Tax fees consisted of federal and state income tax return preparation and
tax planning and tax advice related to the Company's stock option plans.

(3) Other fees include fees for consultations concerning financial accounting
and reporting standards.

The Audit Committee has considered whether the non-audit services provided
by Grant Thornton LLP during the last fiscal year are compatible with
maintaining Grant Thornton LLP's independence and has concluded that they are.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT
SERVICES PROVIDED BY THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee is responsible for appointing, setting compensation
for and overseeing the work of the independent registered public accounting
firm. The Audit Committee has established a policy for pre-approving the
services provided by the Company's independent registered public accounting firm
in accordance with the auditor independence rules of the Securities and Exchange
Commission. This policy requires the review and pre-approval by the Audit
Committee of all audit and permissible non-audit services provided by the
independent registered public accounting firm and an annual review of the
financial plan for audit fees.

To ensure that auditor independence is maintained, the Audit Committee
annually pre-approves the audit services to be provided by the independent
registered public accounting firm and the related estimated fees for such
services, as well as the nature and extent of specific types of audit-related,
tax and other non-audit services to be provided by the independent registered
public accounting firm during the year.

As the need arises, other specific permitted services are pre-approved on
a case-by-case basis during the year. A request for pre-approval of services on
a case-by-case basis must be submitted by the Company's Chief Financial Officer,
providing information as to the nature of the particular service to be provided,
estimated related fees and management's assessment of the impact of the service
on the independent registered public accounting firm's independence. The Audit
Committee has delegated to its Chair pre-approval authority between meetings of
the Audit Committee. Any pre-approvals made by the Chair must be reported to the
Audit Committee. The Audit Committee will not delegate to management the
pre-approval of services to be performed by the independent registered public
accounting firm.

All of the services provided by the independent registered public
accounting firm in fiscal 2004 and 2003, including services related to the
Audit-Related Fees, Tax Fees and All Other Fees described above, were approved
by the Audit Committee under its pre-approval policies.

RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(PROPOSAL #2)

While the Company is not required to do so, the Company is submitting the
appointment of Grant Thornton LLP to serve as the Company's independent
registered public accounting firm for the fiscal year ending December 31, 2005
for ratification in order to ascertain the views of the Company's shareholders
on this appointment. If the appointment is not ratified, the Audit Committee
will reconsider its selection.

Grant Thornton LLP has been the Company's independent registered public
accounting firm since 1994. Representatives of Grant Thornton LLP are expected
to be present at the Annual Meeting, will be given an opportunity to make a
statement regarding financial and accounting matters of the Company if they so
desire, and will be available to respond to appropriate questions from the
Company's shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS RATIFY
THE APPOINTMENT OF GRANT THORNTON LLP, INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS,
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2005. UNLESS OTHERWISE INSTRUCTED, THE PROXIES WILL BE
SO VOTED.

SHAREHOLDER PROPOSALS FOR THE 2006 ANNUAL MEETING

In order to be eligible for inclusion in the Company's proxy solicitation
materials for its 2006 annual meeting of shareholders, any shareholder proposal
to be considered at such meeting must be received at the Company's principal
executive offices, P.O. Box 5160, Grand Rapids, Minnesota 55744, not later than
December 28, 2005. Pursuant to the Company's Bylaws, in order for business to be
properly brought before the next annual meeting by a shareholder, the
shareholder must give written notice of such shareholder's intent to bring a
matter before the annual meeting no later December 28, 2005. Each such notice
should be sent to the Secretary, and must set forth certain information with
respect to the shareholder who intends to bring such matter before the meeting
and the business desired to be conducted, as set forth in greater detail in the
Company's Bylaws. Any such proposal will be subject to the requirements of the
proxy rules adopted by the Securities Act of 1934.

ANNUAL REPORT TO SHAREHOLDERS

A copy of the Company's Annual Report to Shareholders for the fiscal year
ended December 31, 2004, including financial statements, accompanies this Notice
of Annual Meeting of Shareholders and proxy statement. No portion of the Annual
Report is incorporated herein or is to be considered proxy soliciting material.

The Company will furnish, without charge, a copy of its Annual Report on
Form 10-K for the fiscal year ended December 31, 2004, including financial
statements and schedules, to any shareholder of the Company upon written
request. Requests should be sent to Thomas R. Karges, Chief Financial Officer,
A.S.V., Inc., P.O. Box 5160, Grand Rapids, Minnesota 55744.

OTHER MATTERS

The Board of Directors of the Company does not presently know of any
matters to be presented for consideration at the Annual Meeting other than the
matters described in the Notice of Annual Meeting of Shareholders mailed
together with this proxy statement, but if other matters are presented it is the
intention of the persons named in the accompanying proxy to vote on such matters
in accordance with their best judgment.

By Order of the Board of Directors,

/s/ Edgar E. Hetteen

Edgar E. Hetteen
Secretary

Dated: April 27, 2005
Grand Rapids, Minnesota

- Please detach here -

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.

1.ELECTION OF DIRECTORS: 01 Richard A. Benson 02 James H. Dahl [ ] Vote FOR [ ] Vote WITHHELD
03 Bruce D. Iserman 04 Gary D. Lemke all nominees for all nominees
05 Leland T. Lynch 06 Jerome T. Miner (except as marked)
07 Karlin S. Symons 08 R. E. "Teddy" Turner, IV
09 Kenneth J. Zika

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE, [ ]
WRITE THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.)

2. RATIFY APPOINTMENT OF GRANT [ ] For [ ] Against [ ] Abstain
THORNTON LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2005.

3. OTHER MATTERS. In their discretion, the appointed proxies are authorized to
vote upon such other business as may properly come before the Meeting or any
adjournment.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL

Address Change? Mark Box [ ] Indicate changes below:

Date ______________________
[ ]

Signature(s) in Box
Please sign exactly as your
name(s) appear on Proxy. If
held in joint tenancy, all
person must sign. Trustees,
administrators, etc.,
should include title and
authority. Corporations
should provide full name of
corporation and title of
authorized officer signing
the proxy.

A.S.V., INC.

ANNUAL MEETING OF SHAREHOLDERS
FRIDAY, MAY 27, 2005
2:00 P.M.
MYLES REIF PERFORMING ARTS CENTER
720 CONIFER DRIVE
GRAND RAPIDS, MN 55744

A.S.V., INC.

[ASV LOGO] 840 LILY LANE, GRAND RAPIDS, MN 55744 PROXY

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL MEETING
ON MAY 27, 2005.

The shares of stock you hold in your account will be voted as you specify on the
reverse side.

IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2.

By signing the proxy, you revoke all prior proxies and appoint Gary D. Lemke and
Thomas R. Karges, and each of them, with full power of substitution, to vote
your shares on the matters shown on the reverse side and any other matters which
may come before the Annual Meeting and all adjournments.

See reverse for voting instructions.