<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q

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

                 For the quarterly period ended March 31, 2001

                        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 of organization

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


     Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 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.                                 [X] Yes   [_] No

     As of May 7, 2001, 10,210,857 shares of the registrant's Common Stock were
issued and outstanding.
<PAGE>

                        PART I - FINANCIAL INFORMATION

                         ITEM 1 - FINANCIAL STATEMENTS

                                 A.S.V., INC.
                          CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                              March 31,             December 31,
                                                                                                2001                    2000
                                                                                            -------------          -------------
<S>                                                                                         <C>                    <C>
       ASSETS

CURRENT ASSETS
 Cash and cash equivalents.............................................................     $   3,469,105          $   9,483,861
 Short-term investments................................................................         4,031,552              1,278,282
 Accounts receivable, net..............................................................        16,577,428             10,557,907
 Inventories...........................................................................        28,240,313             28,064,998
 Prepaid expenses and other............................................................           961,822                965,026
                                                                                            -------------          -------------
           Total current assets........................................................        53,280,220             50,350,074

PROPERTY AND EQUIPMENT, net............................................................         4,581,041              4,656,118
                                                                                            -------------          -------------

           Total Assets................................................................     $  57,861,261          $  55,006,192
                                                                                            =============          =============

       LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
 Current portion of long-term liabilities..............................................     $      82,858          $      82,090
 Accounts payable......................................................................         4,319,628              1,822,912
 Accrued liabilities
  Compensation.........................................................................           261,656                270,956
  Warranties...........................................................................           450,000                450,000
  Commission...........................................................................           155,589                 82,790
  Other................................................................................           255,644                220,178
 Income taxes payable..................................................................           234,784                197,021
                                                                                            -------------          -------------
     Total current liabilities.........................................................         5,760,159              3,125,947
                                                                                            -------------          -------------

LONG-TERM LIABILITIES, less current portion............................................         2,095,985              2,116,898
                                                                                            -------------          -------------

COMMITMENTS AND CONTINGENCIES..........................................................                 -                      -

SHAREHOLDERS' EQUITY
 Capital stock, $.01 par value:
  Preferred stock, 11,250,000 shares authorized;
   no shares outstanding...............................................................                 -                      -
  Common stock, 33,750,000 shares authorized;
   shares issued and outstanding - 10,209,997..........................................           102,100                102,100
 Additional paid-in capital............................................................        40,108,485             40,070,685
 Retained earnings.....................................................................         9,794,532              9,590,562
                                                                                            -------------          -------------
                                                                                               50,005,117             49,763,347
                                                                                            -------------          -------------

     Total Liabilities and Shareholders' Equity........................................     $  57,861,261          $  55,006,192
                                                                                            =============          =============
</TABLE>

See notes to consolidated financial statements.

                                       2
<PAGE>

                                 A.S.V., INC.
                      CONSOLIDATED STATEMENTS OF EARNINGS
                                  (UNAUDITED)
                         Three months ended March 31,

<TABLE>
<CAPTION>
                                                                                                2001               2000
                                                                                            ------------       ------------
<S>                                                                                         <C>                <C>
Net sales.............................................................................      $ 12,954,716       $ 11,183,584

Cost of goods sold....................................................................        10,747,898          8,650,914
                                                                                            ------------       ------------

   Gross profit.......................................................................         2,206,818          2,532,670

Operating expenses
 Selling, general and administrative..................................................         1,430,736          1,670,323
 Research and development.............................................................           607,499            135,148
                                                                                            ------------       ------------

   Operating income...................................................................           168,583            727,199

Other income (expense)
 Interest expense.....................................................................           (36,825)           (93,203)
 Other, net...........................................................................           176,212             29,765
                                                                                            ------------       ------------

   Income before income taxes.........................................................           307,970            663,761

Provision for income taxes............................................................           104,000            247,000
                                                                                            ------------       ------------

   NET EARNINGS.......................................................................      $    203,970       $    416,761
                                                                                            ============       ============

Net earnings per common share:

  Basic...............................................................................      $        .02       $        .04
                                                                                            ============       ============

  Diluted.............................................................................      $        .02       $        .04
                                                                                            ============       ============

Weighted average number of common shares outstanding:

  Basic...............................................................................        10,209,997          9,688,861
                                                                                            ============       ============

  Diluted.............................................................................        10,316,369          9,955,040
                                                                                            ============       ============
</TABLE>

See notes to consolidated financial statements.

                                       3
<PAGE>

                                  A.S.V., INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                          Three months ended March 31,

<TABLE>
<CAPTION>
                                                                                                 2001               2000
                                                                                             ------------       ------------
<S>                                                                                          <C>                <C>
Cash flows from operating activities:
 Net earnings..........................................................................      $    203,970       $    416,761
 Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
   Depreciation........................................................................           109,305            104,025
   Interest accrued on capital lease obligation........................................            12,072             12,072
   Deferred income taxes...............................................................           (20,000)           (25,000)
   Warrant earned......................................................................            37,800             37,800
   Tax benefit from stock option exercises.............................................                 -             20,000
   Changes in assets and liabilities
    Accounts receivable................................................................        (6,019,521)        (2,211,108)
    Inventories........................................................................          (175,315)         1,767,141
    Prepaid expenses and other.........................................................            23,204             16,217
    Accounts payable...................................................................         2,496,716            653,464
    Accrued expenses...................................................................            98,965             51,074
    Income taxes payable...............................................................            37,763            212,083
                                                                                             ------------       ------------

     Net cash provided by (used in) operating activities...............................        (3,195,041)         1,054,529
                                                                                             ------------       ------------

Cash flows from investing activities:
 Purchase of property and equipment....................................................           (34,228)           (86,414)
 Purchase of short-term investments....................................................        (2,753,270)            (1,245)
                                                                                             ------------       ------------

     Net cash used in investing activities.............................................        (2,787,498)           (87,659)
                                                                                             ------------       ------------

Cash flows provided by financing activities:
 Principal payments on line of credit, net.............................................                 -         (1,100,000)
 Principal payments on long-term liabilities...........................................           (32,217)          (206,526)
 Proceeds from exercise of stock options...............................................                 -             21,891
 Retirement of common stock............................................................                 -             (2,167)
                                                                                             ------------       ------------

     Net cash used in financing activities.............................................           (32,217)        (1,286,802)
                                                                                             ------------       ------------

Net decrease in cash and cash equivalents..............................................        (6,014,756)          (319,932)

Cash and cash equivalents at beginning of period.......................................         9,483,861            743,184
                                                                                             ------------       ------------

Cash and cash equivalents at end of period.............................................      $  3,469,105       $    423,252
                                                                                             ============       ============

Supplemental disclosure of cash flow information:

 Cash paid for interest................................................................      $     36,889       $    107,389
                                                                                             ============       ============

 Cash paid for income taxes............................................................      $     86,237       $        259
                                                                                             ============       ============
</TABLE>

See notes to consolidated financial statements.

                                       4
<PAGE>

                                 A.S.V., INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

                                March 31, 2001

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

     The accompanying unaudited, consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America (US GAAP) for interim financial information.
Accordingly, they do not include all of the footnotes required by US GAAP for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal, recurring adjustments) considered necessary for a fair
presentation have been included. Results for the interim periods are not
necessarily indicative of the results for an entire year.


NOTE 2. INVENTORIES


     Inventories consist of the following:
                                               March 31,   December 31,
                                                 2001          2000
                                              -----------   -----------

     Raw materials, semi-finished and
       work in process inventory              $17,441,815   $16,032,996
     Finished goods                             5,433,694     6,561,815
     Used equipment held for resale             5,364,804     5,470,187
                                              -----------   -----------

                                              $28,240,313   $28,064,998
                                              ===========   ===========

                                       5
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANAYSIS OF FINANCIAL CONDITION AND RESULTS
                                 OF OPERATIONS
Results of Operations

     The following table sets forth certain Statements of Earnings data as a
percentage of net sales:

<TABLE>
<CAPTION>
                                                       Three Months Ended March 31,
                                                       ----------------------------
                                                           2001             2000
                                                       ------------     -----------
     <S>                                              <C>               <C>
     Net sales.....................................       100.0%          100.0%
     Cost of goods sold............................        83.0%           77.4%
     Gross profit..................................        17.0%           22.6%
     Selling, general and administrative...........        11.0%           14.9%
     Research and development......................         4.7%            1.2%
     Operating income..............................         1.3%            6.5%
     Net earnings..................................         1.6%            3.7%
</TABLE>

     Net Sales. For the three months ended March 31, 2001, net sales were
approximately $12,955,000, a 16% increase compared with the three months ended
March 31, 2000. This increase was due to the effect of several offsetting
factors. First, the Company experienced increased sales of its RC.30 All Surface
Loader product and related accessories, which was introduced in the third
quarter of 2000. Second, the Company began shipping the private label version of
the RC.30 All Surface Loader under its alliance with Polaris Industries Inc.
during the first quarter of 2001. Third, sales of the 4810 Posi-Track decreased
in the first quarter of 2001 due in part to the planned introduction of the
first two models of the jointly developed Multi-Terrain Loaders (MTLs) with
Caterpillar Inc. (Caterpillar).

     Gross Profit. Gross profit for the three months ended March 31, 2001
decreased to approximately $2,207,000 compared with approximately $2,533,000 for
the same period in 2000. The gross profit percentage also decreased from 22.6%
in 2000 to 17.0% in 2001. The decreases can be attributed to a shift in the mix
of products sold in the first quarter of 2001. As discussed above, the Company
sold a lesser number of 4810 Posi-Tracks, which carry a higher gross margin than
the RC.30 All Surface Loader. Also, the private label version of the RC.30 All
Surface Loader to Polaris is sold on a cost plus basis, which results in a lower
gross profit than the Company's RC.30 product. However, the Company does not
expect to incur significant after sale costs on the sale of these products to
Polaris. Finally, a greater number of 2800 series Posi-Tracks were sold in the
first quarter of 2001 compared with 2000. The sales of these products were made
at a discount off standard dealer terms to stimulate sales.

     Selling, General and Administrative. Selling, general and administrative
expenses decreased from approximately $1,670,000, or 14.9% of net sales in the
first quarter of 2000, to approximately $1,431,000, or 11.0% of net sales in the
first quarter of 2001. Approximately $203,000 of this decrease was due to
decreased commissions paid to Caterpillar as a result of the change in sales mix
experienced during the first quarter of 2001. The Company pays no commission to
Caterpillar on the sale of RC.30 related products.

     Research and Development. Research and development expenses increased from
approximately $135,000 in the first quarter of 2000 to approximately $607,000 in
the first quarter of 2001. The increase was due to the Company's alliance with
Caterpillar for the continued development and testing of the MTLs. ASV has
agreed to reimburse Caterpillar for their research and development expenditures
for the development and testing of the MTL models. The Company anticipates it
will begin shipping MTL undercarriages to Caterpillar under this alliance in the
second quarter of 2001. These undercarriages will be used on the first two MTL
models available to Caterpillar dealers. The Company continues to work on
additional MTL models that are expected to be introduced in 2002.

     The Company intends to continue investing in research and development for
the rest of 2001, the majority of which is expected to be the reimbursement of
Caterpillar's costs for the MTL product offerings. The Company anticipates its
investment in research and development activities will be less in 2002.

     Other Income (Expense). Interest expense decreased from approximately
$93,000 for the first quarter of 2000 to approximately $37,000 for the first
quarter of 2001. The decrease was due to no line of credit usage in 2001. This
was a result of the proceeds received from the sale of common stock to
Caterpillar in the fourth quarter of 2000. Other income increased to
approximately $176,000 in the first quarter of 2001 from approximately $30,000
for the first quarter of 2000. This increase was due primarily to greater
interest income from increased short-term investments.

                                       6
<PAGE>

     Net Earnings. Net earnings for the first quarter of 2001 were approximately
$204,000, compared with approximately $417,000 for the first quarter of 2000.
The decrease was primarily a result of decreased gross profit percentage and
increased operating expenses, offset in part by increased non-operating income.

Liquidity and Capital Resources

     At March 31, 2001, the Company had working capital of approximately
$47,520,000 compared with approximately $47,224,000 at December 31, 2000. While
overall working capital remained relatively the same during the quarter, several
components changed. First, cash and short-term investments decreased
approximately $3,261,000 due primarily to funding operations during the quarter.
Second, accounts receivable increased approximately $6,020,000 due to a 16%
increase in sales during the first quarter of 2001 over 2000. In addition, the
Company has offered extended payment terms, generally less than 180 days, on
certain sales of its products, thereby causing accounts receivable to increase.
Third, working capital was also impacted by increased accounts payable compared
with December 31, 2000. These increased accounts payable are due primarily to
increased production levels, additional inventory needed for the private label
version of the RC.30 product and the planned start of production of the MTL
undercarriages.

     In October 2000, the Company and Caterpillar entered into an alliance
agreement in which they plan to jointly develop and manufacture a new product
line of Caterpillar rubber track skid steer loaders called Multi-Terrain
Loaders. The product line, which is expected to include five new models, will
feature Caterpillar's patented skid steer loader technology and ASV's patent-
pending Maximum Traction Support System(TM) rubber track undercarriage. The
machines are expected to complement existing models in both ASV's and
Caterpillar's current product lines. They will be sold through the Caterpillar
dealer network.

     Under the terms of this alliance agreement, ASV intends to use a portion of
the stock sale proceeds to fund development of the new models. The first two
models are expected to be introduced to a limited number of North American
Caterpillar dealers in the second quarter of 2001. The new machines will be
assembled at Caterpillar's skid steer loader facility in Sanford, North
Carolina. The undercarriages will be manufactured at ASV's headquarters in Grand
Rapids, Minnesota.

     The Company will recognize as sales its cost for the undercarriage, plus a
portion of the gross profit that Caterpillar will recognize upon sale of the MTL
to Caterpillar dealers, when the Company ships undercarriages to Caterpillar.
The MTL's are not a commissionable product under the Company's Commercial
Alliance Agreement with Caterpillar.

     In January 2001, the Company entered into a licensing agreement that allows
Polaris to sell an ASV-built, rubber track, all-surface utility loader similar
to the Company's RC.30 All Surface Loader. The agreement gives Polaris the right
to market and sell the utility loader under its own nameplate through its
worldwide dealer network. Polaris will purchase the machines, as well as parts
and attachments, directly from ASV. The agreement also provides the option at
some future point for Polaris to manufacture the machines under a royalty
arrangement if volume exceeds ASV's competitive capabilities.

     The Company sells the Polaris branded machine, as well as parts and
accessories, to Polaris on a cost plus basis. The gross profit on these machines
is less than the gross profit ASV recognizes on the sale of its RC.30 product,
parts and accessories. However, the Company does not expect to incur significant
after sale costs on the sale of products to Polaris.

     The Company believes its existing cash and marketable securities, together
with cash expected to be provided by operations and available, unused credit
lines, will satisfy the Company's projected working capital needs and other cash
requirements for at least the next twelve months.

     The statements set forth above under "Liquidity and Capital Resources" and
elsewhere in this Form 10-Q regarding ASV's plans to jointly develop and
manufacture rubber-tracked machines with Caterpillar, including the number of
models to be developed, the timing of their planned introduction and ASV's plans
to manufacture and sell machines to Polaris, including the anticipated revenues
and expenses from the sale of machines to Polaris and Caterpillar and ASV's
anticipated research and development expenditures are forward-looking statements
based on current expectations and assumptions, and entail various risks and
uncertainties that could cause actual results to differ materially from those
expressed in such forward-looking statements. Certain factors may affect whether
these machines are ultimately produced including ASV's ability to successfully
manufacture the machines, unanticipated delays, costs or other difficulties in
the manufacture of the machines, market acceptance of the machines, general
market conditions, corporate developments at ASV, Polaris or Caterpillar and
ASV's ability to realize the anticipated benefits from its relationship with
Polaris and Caterpillar. Actual results might differ materially from those
anticipated in such forward-looking statements. Any forward-looking statements
provided from time-to-time by the Company represent only management's then-best
current estimate of future results or

                                       7
<PAGE>

trends. Additional information regarding these risk factors and uncertainties is
detailed from time to time in the company's SEC filings, including but not
limited to, its report on Form 10-Q for the nine months ended September 30,
2000.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company has no history of, and does not anticipate in the future,
investing in derivative financial instruments, derivative commodity instruments
or other such financial instruments. Transactions with international customers
are entered into in U.S. dollars, precluding the need for foreign currency
hedges. Additionally, the Company invests in money market funds and fixed rate
U.S. government and corporate obligations, which experience minimal volatility.
Thus, the exposure to market risk is not material.

                          PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

     ASV is a party to certain claims arising in the ordinary course of
business. In the opinion of management, the outcome of such claims will not
materially affect ASV's current or future financial position or results of
operation.

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS

            None

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

            None

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            None

ITEM 5.     OTHER INFORMATION

            None

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

     (a)    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 (e)

    3.1b    Amendment to Second Restated Articles of Incorporation of the
            Company filed May 4, 1998 (h)

    3.2     Bylaws of the Company (a)

    3.3     Amendment to Bylaws of the Company adopted April 13, 1999 (l)

    4.1     Specimen form of the Company's Common Stock Certificate (a)

    4.3 *   1994 Long-Term Incentive and Stock Option Plan (a)

    4.4     Warrant issued to Leo Partners, Inc. on December 1, 1996 (d)

    4.5 *   1996 Incentive and Stock Option Plan (e)

    4.6 *   1996 Incentive and Stock Option Plan, as amended (f)

                                       8
<PAGE>

  4.7 *  1998 Non-Employee Director Stock Option Plan (f)

  4.8 *  Amendment to 1998 Non-Employee Director Stock Option Plan (m)

  4.9    Securities Purchase Agreement dated October 14, 1998 between
         Caterpillar Inc. and the Company (h)

 4.10    Warrant issued to Caterpillar Inc. on January 29, 1999 (i)

 4.11    Voting Agreement dated as of October 14, 1998 by certain shareholders
         of the Company and Caterpillar Inc. (h)

 4.12    Securities Purchase Agreement dated October 31, 2000 between
         Caterpillar Inc. and the Company (n)

 4.13    Replacement Warrant issued to Caterpillar Inc. on October 31, 2000 (n)

 10.1    Development Agreement dated July 14, 1994 among the Iron Range
         Resources and Rehabilitation Board, the Grand Rapids Economic
         Development Authority ("EDA") and the Company (b)

 10.2    Lease and Option Agreement dated July 14, 1994 between the EDA and the
         Company (b)

 10.3    Option Agreement dated July 14, 1994 between the EDA and the Company
         (b)

 10.4    Supplemental Lease Agreement dated April 18, 1997 between the EDA and
         the Company (e)

 10.5    Supplemental Development Agreement dated April 18, 1997 between the
         EDA and the Company (e)

 10.6    Line of Credit dated May 22, 1997 between Norwest Bank Minnesota North,
         N.A. and the Company  (e)

 10.7 *  Employment Agreement dated October 17, 1994 between the Company and
         Thomas R. Karges (c)

 10.8    Consulting Agreement between the Company and Leo Partners, Inc. dated
         December 1, 1996 (d)

 10.9    Extension of Lease Agreement dated May 13, 1998 between the EDA and
         the Company (g)

 10.10   First Amendment to Credit Agreement dated September 30, 1998 between
         Norwest Bank Minnesota North, N.A. and the Company (g)

 10.11   Commercial Alliance Agreement dated October 14, 1998 between
         Caterpillar Inc. and the Company (h)

 10.13   Management Services Agreement dated January 29, 1999 between
         Caterpillar Inc. and the Company (j)

 10.14   Marketing Agreement dated January 29, 1999 between Caterpillar Inc. and
         the Company (j)

 10.15   Third Amendment to Credit Agreement dated June 9, 1999 between Norwest
         Bank Minnesota North, N.A. and the Company (k)

 10.16   Fourth Amendment to Credit Agreement dated June 1, 2000 between Norwest
         Bank Minnesota North, N.A. and the Company (m)

 10.17** Multi-Terrain Rubber-Tracked Loader Alliance Agreement dated October
         31, 2000 between Caterpillar Inc. and the Company (n)

 10.18** Manufacturing and Distribution Agreement dated January 2, 2001 between
         Polaris Industries Inc. and the Company (o)

 11      Statement re: Computation of Per Share Earnings

 22      List of Subsidiaries (a)

                                       9
<PAGE>

99        Risk Factors (n)

          ----------------------------------------------------------------------
          (a)  Incorporated by reference to the Company's Registration Statement
               on Form SB-2 (File No. 33-61284C) filed July 7, 1994.

          (b)  Incorporated by reference to the Company's Post-Effective
               Amendment No. 1 to Registration Statement on Form SB-2 (File No.
               33-61284C) filed August 3, 1994.

          (c)  Incorporated by reference to the Company's Quarterly Report on
               Form 10-QSB for the quarter ended September 30, 1994 (File No.
               33-61284C) filed November 11, 1994.

          (e)  Incorporated by reference 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.

          (f)  Incorporated by reference to the Company's Quarterly Report on
               Form 10-QSB for the quarter ended June 30, 1997 (File No. 0-
               25620) filed electronically August 13, 1997.

          (g)  Incorporated by reference to the Company's Definitive Proxy
               Statement for the year ended December 31, 1997 (File No. 0-25620)
               filed electronically April 28, 1998.

          (h)  Incorporated by reference 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.

          (i)  Incorporated by reference to the Company's Current Report on Form
               8-K (File No. 0-25620) filed electronically October 27, 1998.

          (j)  Incorporated by reference to the Company's Current Report on Form
               8-K (File No. 0-25620) filed electronically February 11, 1999.

          (j)  Incorporated by reference to the Company's Annual Report on Form
               10-K for the year ended    December 31, 1998 (File No. 0-25620)
               filed electronically March 26, 1999.

          (k)  Incorporated by reference to the Company's Quarterly Report on
               Form 10-Q for the quarter ended June 30, 1999 (File No. 0-25620)
               filed electronically August 9, 1999.

          (l)  Incorporated by reference 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.

          (m)  Incorporated by reference to the Company's Quarterly Report on
               Form 10-Q for the quarter ended June 30, 2000 (File No. 0-25620)
               filed electronically August 10, 2000.

          (n)  Incorporated by reference to the Company's Quarterly Report on
               Form 10-Q for the quarter ended September 30, 2000 (File No. 0-
               25620) filed electronically November 13, 2000.

          (o)  Incorporated by reference to the Company's Annual Report on Form
               10-K for the year ended December 31, 2000 (File No. 0-25620)
               filed electronically March 30, 2001.

          *    Indicates management contract or compensation plan or
               arrangement.

          **   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.

                                       10
<PAGE>

     (b)  Reports on Form 8-K

     The following current Reports on Form 8-K were filed by the Company during
the quarter ended March 31, 2001:

     Current Report on Form 8-K dated January 4, 2001 reporting under Item 9.
"Regulation FD Disclosure" that on January 4, 2001, the Company and Polaris
Industries, Inc. ("Polaris") entered into a Manufacturing and Distribution
Agreement which gives Polaris the right to market and sell an A.S.V.-built,
rubber track, all-surface utility loader similar to ASV's RC.30 product. The
utility loader will bear the Polaris brand name and will be sold through the
Polaris dealer network.

     Current Report on Form 8-K dated March 7, 2001 reporting under Item 5.
"Other Events" that on March 7, 2001, ASV issued a press release disclosing its
financial results for the three and twelve months ended December 31, 2000. In
addition, the press release contained information regarding a conference call to
be held March 7, 2001 during which ASV intends to discuss its financial results
for the three and twelve months ended December 31, 2000 and its outlook for
fiscal year 2001.

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


                                  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.

<TABLE>
<S>                                  <C>
                                      A.S.V., Inc.


Dated:  May 9, 2001                   By /s/ Gary Lemke
                                      ----------------------------------------------
                                         Gary Lemke
                                         President


Dated:  May 9, 2001                   By /s/ Thomas R. Karges
                                      ----------------------------------------------
                                         Thomas R. Karges
                                         Chief Financial Officer
                                         (principal financial and accounting officer)
</TABLE>


                                       11
<PAGE>

                                 EXHIBIT INDEX
<TABLE>
<S>                                                              <C>
Exhibit                                                                 Method of Filing
-------                                                                 ----------------
  11         Statement re: Computation of Per Share Earnings     Filed herewith electronically
</TABLE>

                                       12