AMENDMENT TO
                    SECOND RESTATED ARTICLES OF INCORPORATION
                                       OF
                                  A.S.V., INC.


         1. The name of the corporation is A.S.V., Inc., a Minnesota
corporation.

         2. The following amendment to the Second Restated Articles of
Incorporation of A.S.V., Inc. was adopted by the Board of Directors of A.S.V.,
Inc. at a duly called meeting held April 14, 1998, pursuant to Section 302A.402,
Subdivision 3 of the Minnesota Business Corporation Act.

         RESOLVED, that Article 3, Section 1 of the Restated Articles of
Incorporation is hereby amended in its entirety to read as follows:

                  "1. Authorized Shares.

                  The total number of shares of capital stock which the
                  corporation is authorized to issue shall be 45,000,000 shares,
                  consisting of 33,750,000 shares of common stock, par value
                  $.01 per share ("Common Stock"), and 11,250,000 shares of
                  preferred stock, par value $.01 per share ("Preferred
                  Stock")."

         3. The amendment will not adversely affect the rights or preferences of
the holders of outstanding shares of any class or series and will not result in
the percentage of authorized shares that remain unissued after such amendment
exceeding the percentage of authorized shares that were unissued before such
amendment.

         4. The document attached hereto as Exhibit A sets forth resolutions
duly adopted by the members of the Board of Directors of A.S.V., Inc. at a duly
called meeting held April 14, 1998, which resolutions state the manner in which
the Company's share division will be effected.

         5. The amendment has been adopted pursuant to Chapter 302A of the
Minnesota Business Corporation Act.

         IN WITNESS WHEREOF, the undersigned, the Secretary of A.S.V., Inc.
being duly authorized on behalf of A.S.V., Inc., has executed this document on
this 4th day of May, 1998.


                                                 /s/ Edgar Hetteen
                                                -------------------------
                                                Edgar Hetteen, Secretary