<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 SEPTEMBER 30, 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 November 5, 2001, 10,230,571 shares of registrant's $.01 par value
Common Stock were outstanding.



<PAGE>

                         PART I - FINANCIAL INFORMATION

                          ITEM 1 - FINANCIAL STATEMENTS

                                  A.S.V., INC.

                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                         SEPTEMBER 30,         December 31,
                                                                              2001                 2000
                                                                        ----------------     -----------------
<S>                                                                    <C>                   <C>
         ASSETS

CURRENT ASSETS
   Cash and cash equivalents..................................         $       3,344,400     $       9,483,861
   Short-term investments.....................................                   819,520             1,278,282
   Accounts receivable, net...................................                16,883,435            10,557,907
   Inventories................................................                30,495,419            28,064,998
   Prepaid expenses and other.................................                   933,857               965,026
                                                                       -----------------     -----------------
              Total current assets............................                52,476,631            50,350,074

Property and equipment, net...................................                 4,726,414             4,656,118
                                                                       -----------------     -----------------

              Total Assets....................................         $      57,203,045     $      55,006,192
                                                                       =================     =================


         LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Current portion of long-term liabilities...................         $          84,442     $          82,090
   Accounts payable...........................................                 3,353,659             1,822,912
   Accrued liabilities
     Compensation.............................................                   262,742               270,956
     Warranties...............................................                   450,000               450,000
     Commission...............................................                   130,086                82,790
     Other....................................................                   424,343               220,178
   Income taxes payable.......................................                         -               197,021
                                                                       -----------------     -----------------
         Total current liabilities............................                 4,705,272             3,125,947
                                                                       -----------------     -----------------

LONG-TERM LIABILITIES, less current portion...................                 2,054,644             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;
       10,230,571 shares issued and outstanding in 2001;
       10,209,997 shares issued and outstanding in 2000.......                   102,306               102,100
   Additional paid-in capital.................................                40,362,635            40,070,685
   Retained earnings..........................................                 9,978,188             9,590,562
                                                                       -----------------     -----------------
                                                                              50,443,129            49,763,347
                                                                       -----------------     -----------------

              Total Liabilities and Shareholders' Equity......         $      57,203,045     $      55,006,192
                                                                       =================     =================
</Table>


See notes to consolidated financial statements.


<PAGE>
                                  A.S.V., INC.

                       CONSOLIDATED STATEMENTS OF EARNINGS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                          SEPTEMBER 30,                      SEPTEMBER 30,
                                                 -------------------------------    -------------------------------
                                                         2001             2000              2001             2000
                                                 -------------    --------------    -------------    --------------
<S>                                              <C>              <C>               <C>              <C>
Net sales...................................     $  12,052,998    $   10,532,697    $  39,233,875    $   33,840,722

Cost of goods sold..........................         9,848,404         8,606,189       32,774,236        26,414,175
                                                 -------------    --------------    -------------    --------------

         Gross profit.......................         2,204,594         1,926,508        6,459,639         7,426,547

Operating expenses
     Selling, general and administrative....         1,429,160         1,423,396        4,302,697         4,941,593
     Research and development...............           794,049           113,949        1,950,305           370,319
                                                 -------------    --------------    -------------    --------------
         Operating income (loss)............           (18,615)          389,163          206,637         2,114,635
Other income (expense)
     Interest expense.......................           (37,004)          (65,601)        (110,742)         (229,602)
     Other, net.............................           119,501            25,594          408,731            80,192
                                                 -------------    --------------    -------------    --------------
         Income before income taxes.........            63,882           349,156          504,626         1,965,225
Provision for (benefit from) income taxes...           (29,000)          129,000          117,000           729,000
                                                 --------------   --------------    -------------    --------------
         NET EARNINGS.......................     $      92,882    $      220,156    $     387,626    $    1,236,225
                                                 =============    ==============    =============    ==============
Net earnings per common share

     Basic..................................     $         .01    $          .02    $         .04    $          .13
                                                 =============    ==============    =============    ==============

     Diluted................................     $         .01    $          .02    $         .04    $          .12
                                                 =============    ==============    =============    ==============
Weighted average number of common
     shares outstanding

     Basic..................................        10,224,760         9,701,541       10,215,205         9,696,413
                                                 =============    ==============    =============    ==============

     Diluted ...............................        10,445,298         9,894,887       10,366,486         9,908,598
                                                 =============    ==============    =============    ==============
</TABLE>



See notes to consolidated financial statements.


<PAGE>
                                  A.S.V., INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                         NINE MONTHS ENDED SEPTEMBER 30,


<TABLE>
<CAPTION>
                                                                             2001                  2000
                                                                       -----------------     -----------------
<S>                                                                    <C>                   <C>
Cash flows from operating activities:
   Net earnings...............................................         $         387,626     $       1,236,225
   Adjustments to reconcile net earnings to net
     cash provided by (used in) operating activities:
       Depreciation...........................................                   322,799               305,975
       Interest accrued on capital lease obligation...........                    36,215                36,215
       Deferred income taxes..................................                   (65,000)              (70,000)
       Effect of warrant earned...............................                   113,400               113,400
       Tax benefit from exercise of stock options.............                    55,000                35,000
       Changes in assets and liabilities:
         Accounts receivable..................................                (6,325,528)           (1,029,009)
         Inventories..........................................                (2,430,421)            2,367,528
         Prepaid expenses and other...........................                    96,169                66,517
         Accounts payable.....................................                 1,530,747             1,020,189
         Accrued liabilities..................................                   243,247              (103,965)
         Income taxes payable.................................                  (197,021)              251,543
                                                                       ------------------    -----------------

Net cash provided by (used in) operating activities...........                (6,232,767)            4,229,618
                                                                       ------------------    -----------------

Cash flows from investing activities:
   Purchase of property and equipment.........................                  (393,095)             (222,933)
   Purchase of short-term investments.........................                (2,752,943)               (2,096)
   Redemption of short-term investments.......................                 3,211,705               250,000
                                                                       -----------------     -----------------

Net cash provided by investing activities.....................                    65,667                24,971
                                                                       -----------------     -----------------

Cash flows from financing activities:
   Principal payments on line of credit, net..................                         -            (4,080,000)
   Principal payments on long-term liabilities................                   (96,117)             (268,989)
   Proceeds from exercise of stock options....................                   126,717                62,108
   Retirements of common stock................................                    (2,961)              (21,945)
                                                                       ------------------    -----------------

Net cash provided by (used in) financing activities...........                    27,639            (4,308,826)
                                                                       -----------------     ------------------

Net decrease in cash and cash equivalents.....................                (6,139,461)              (54,237)

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

Cash and cash equivalents at end of period....................         $       3,344,400     $         688,947
                                                                       =================     =================

Supplemental disclosure of cash flow information:
   Cash paid for interest.....................................         $         215,307     $         256,883
   Cash paid for income taxes.................................                   361,601               472,799
                                                                       =================     =================
</TABLE>



See notes to consolidated financial statements.


<PAGE>
                                  A.S.V., INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2000

                                   (UNAUDITED)

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:

                                               SEPTEMBER 30,      December 31,
                                                   2001               2000
                                              ---------------     ------------
     Raw materials, semi-finished and
       work in process                        $    19,892,945     $ 16,032,996
     Finished goods                                 5,486,481        6,561,815
     Used equipment held for resale                 5,115,993        5,470,187
                                              ---------------     ------------

                                              $    30,495,419     $ 28,064,998
                                              ===============     ============





<PAGE>

                                     ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                   OPERATIONS

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                               Three Months Ended         Nine Months Ended
                                                  September 30,              September 30,
                                               2001         2000           2001         2000
                                              -------     ---------      --------    ---------
<S>                                            <C>         <C>            <C>         <C>
     Net sales............................     100.0%      100.0%         100.0%      100.0%
     Cost of goods sold...................      81.7        81.7           83.5        78.1
     Gross profit.........................      18.3        18.3           16.5        21.9
     Selling, general and administrative..      11.9        13.5           11.0        14.6
     Operating income (loss)..............       (.2)        3.7             .5         6.2
     Interest expense.....................        .3          .6             .3          .7
     Net earnings.........................        .8         2.1            1.0         3.7
</TABLE>


FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000.

     Net Sales. For the three months ended September 30, 2001, net sales
increased 14% to approximately $12,053,000 compared with approximately
$10,533,000 for the same period in 2000. The increased sales were the result of
several offsetting factors. First, the third quarter of 2001 was the first full
quarter of shipments of undercarriages to Caterpillar Inc. for use on the
jointly-developed Multi-Terrain Loaders (MTL) offered by Caterpillar. Second,
the Company continued shipping the private label version of the RCo30 All
Surface Loader to Polaris Industries Inc. in the third quarter of 2001. Sales of
this product began in the first quarter of 2001. Third, sales of the Company's
4810 Posi-Track and RCo30 All Surface Loader decreased during the third quarter
of 2001 due primarily to the industry wide slowdown in construction equipment
spending. The Company believes the terrorist activities which took place on
September 11, 2001, caused many equipment dealers to postpone or not place
orders due to the uncertainty caused from these events. In addition, the Company
believes the introduction of the MTL product line in the second quarter of 2001
contributed to reduced sales of the 4810 Posi-Track.

     Gross Profit. Gross profit for the three months ended September 30, 2001,
was approximately $2,205,000 compared with approximately $1,927,000 for the same
period in 2000. The gross profit percentage was 18.3% of net sales for both
periods. The increased gross profit in the third quarter of 2001 was
attributable to increased sales volume in 2001 as discussed above.

     Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased slightly from approximately $1,423,000 for the
third quarter of 2000 to approximately $1,429,000 for the same period in 2001.
As a percentage of net sales, selling, general and administrative expenses
decreased from 13.5% of net sales in the third quarter of 2000, to 11.9% of net
sales in the third quarter of 2001. The increased dollar volume was due to
increased sales and marketing costs, offset by reduced commissions paid to
Caterpillar for sales of products to Caterpillar dealers. The decrease in
selling, general and administrative expenses when expressed as a percentage of
net sales was due to the increase in sales for the third quarter of 2001.

     Research and Development. Research and development expenses increased from
approximately $114,000 in the third quarter of 2000 to approximately $794,000 in
the third quarter of 2001. The increase was due to the Company's alliance with
Caterpillar for the continued development and testing of the MTLs. Under this
alliance, which was entered into in 2000, ASV agreed to reimburse Caterpillar
for their research and development expenditures related to the development and
testing of the ASV undercarriages adapted to the Caterpillar skid steer loader
frames. The Company continues to develop additional undercarriages for 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 line. The Company anticipates its
investment in research and development activities will be less in 2002.



<PAGE>

     Other Income (Expense). Interest expense decreased from approximately
$66,000 for the third quarter of 2000 to approximately $37,000 for the third
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 $120,000 in the third quarter of 2001 from approximately $26,000
for the third quarter of 2000. This increase was due primarily to greater
interest income from increased short-term investments.

     Income Taxes. The Company recorded a benefit from income taxes for the
three months ended September 30, 2001 of $29,000. This was due to a decrease in
taxable income while at the same time investing heavily in research and
development, generating a research and development tax credit.

     Net Earnings. Net earnings for the third quarter of 2001 were approximately
$93,000, compared with approximately $220,000 for the third quarter of 2000. The
decrease was primarily a result of increased research and development expenses,
offset in part by increased sales, increased non-operating income and a benefit
from income taxes.

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000.

     Net Sales. Net sales for the nine months ended September 30, 2001 increased
16%, to approximately $39,234,000 compared with approximately $33,841,000 for
the same period in 2000. This increase was the result of several offsetting
factors. First, unit volume of the Company's RCo30 All Surface Loader, which was
introduced in the third quarter of 2000, more than doubled in the nine months
ended September 30, 2001, compared with the same period in 2000. Second, the
Company began shipping the private label version of the RCo30 All Surface Loader
under its alliance with Polaris, the Polaris ASL-300, during the first quarter
of 2001. The ASL-300 accounted for approximately 33% of the Company's unit sales
in 2001. Third, the Company began shipping undercarriages to Caterpillar in the
second quarter of 2001 for the jointly developed MTL product line manufactured
by Caterpillar. Shipments of these undercarriages accounted for 24% of the
Company's unit sales for 2001. Offsetting these increases was a decrease in
sales of the Company's model 4810 Posi-Track. The Company believes this decrease
was primarily attributable to the overall softening of the construction
equipment market and the introduction of the MTL products.

     Gross Profit. Gross profit for the nine months ended September 30, 2001 was
approximately $6,460,000, or 16.5% of net sales, compared with approximately
$7,427,000, or 21.9% of net sales, for the nine months ended September 30, 2000.
The decreased gross profit and gross profit percentage was due primarily to a
change in the sales mix experienced in 2001. During 2001, the Company had a high
concentration of sales of the ASL-300, which carries a lower gross profit than
any of the Company's other products, but requires significantly less sales and
marketing costs. The Company experienced fewer sales of its higher margin model
4810 Posi-Track due primarily to industry wide softening of construction
equipment sales and the introduction of the MTL products. Finally, the Company
has continued to offer discounts off standard dealer net terms to reduce its
inventory of the 2800 series Posi-Track.

     Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased from approximately $4,942,000, or 14.6% of net
sales, for the nine months ended September 30, 2000, to approximately
$4,303,000, or 11.0% of net sales, for the same period in 2001. This decrease
was due primarily to decreased commissions paid to Caterpillar as a result of
the change in sales mix experienced during 2001. The Company pays no commission
to Caterpillar on the sale of any MTL undercarriages, the RCo30 or the ASL-300.

     Research and Development Expenses. Research and development expenses
increased from approximately $370,000 in 2000 to approximately $1,950,000 in
2001. The increase was due to the Company's alliance with Caterpillar for the
continued development and testing of the undercarriages for the MTL product
line.

     Other Income (Expense). Interest expense decreased from approximately
$230,000 for the first nine months of 2000 to approximately $111,000 for the
first nine months 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 $409,000 in the first nine months of 2001 from approximately
$80,000 for the first nine months of 2000. This increase was due primarily to
greater interest income from increased short-term investments.

     Income Taxes. The Company's effective income tax rate decreased from 37%
for the nine months ended September 30, 2000 to 23% for the same period in 2001.
The decrease was due primarily to the anticipated research and development tax
credit from the Company's investment in research and development activities.

<PAGE>

     Net Earnings. Net earnings for the nine months ended September 30, 2001
decreased to approximately $388,000 from approximately $1,236,000 for the nine
months ended September 30, 2000. The decrease was primarily a result of
decreased gross profit percentage and increased research and development
expenses, offset in part by increased sales, decreased selling, general and
administrative expenses, increased non-operating income and a lower effective
income tax rate.

LIQUIDITY AND CAPITAL RESOURCES

     At September 30, 2001, the Company had working capital of approximately
$47,771,000 compared with approximately $47,224,000 at December 31, 2000. While
overall working capital remained relatively the same during the period, several
components changed. First, cash and short-term investments decreased
approximately $6,598,000 due primarily to funding operations during the period.
Second, accounts receivable increased approximately $6,326,000 due to a 16%
increase in sales during the nine months of 2001 over 2000. The Company has also
offered extended payment terms, generally less than 180 days, on certain sales
of its products, thereby causing accounts receivable to increase. In addition,
one customer is utilizing a Company provided floor plan financing option as
discussed below. Third, inventory increased in total approximately $2,430,000
from December 31, 2000 to September 30, 2001. The main reason for this overall
increase is an increase in raw materials of approximately $3,860,000 in the
first nine months of 2001 due to increased production levels, additional
inventory needed for the RCo30 and the Polaris ASL-300, the start of production
of the MTL undercarriages and a shift in product mix during the third quarter of
2001. Partially offsetting this increase was a decrease of approximately
$1,075,000 in finished goods, due primarily to continued sales of the 2800
series Posi-Track in 2001. Fourth, working capital was also impacted by
increased accounts payable compared with December 31, 2000. These increased
accounts payable were due primarily to increased production levels, additional
inventory needed for the private label version of the RCo30 product, the start
of production of the MTL undercarriages and the reimbursement to Caterpillar for
their research and development costs for the MTL project.

     In October 2000, the Company and Caterpillar entered into an alliance
agreement pursuant to which they plan to jointly develop and manufacture a new
product line of Caterpillar rubber track skid steer loaders called Multi-Terrain
Loaders (MTL). 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.

     The Company recognizes as sales its cost for the undercarriage, as defined
in the agreement, 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 MTLs are not a commissionable product under
the Company's Commercial Alliance Agreement with Caterpillar.

     In December 2000, the Company made a sale to one customer totaling
approximately $4.0 million. Due to physical space limitations at the customer's
facilities, delivery of the product is being made during 2001. The Company
agreed to provide interest-free terms for these products until July 2001. The
customer agreed to pay for any product sold prior to July 2001 by the tenth day
of the month following the month of sale. The customer agreed to pay for a
minimum of 80 units by July 2001. For any product not paid by July 2001, the
Company agreed to provide floor plan financing at the rate of 10% per annum,
such interest to be payable monthly. All remaining unpaid amounts and any
accrued interest are due and payable December 31, 2001. The Company followed the
requirements for revenue recognition as set forth in Staff Accounting Bulletin
No. 101, "Revenue Recognition in Financial Statements" for this transaction.

     During 2001, this customer has not made payments in accordance with the
terms of the agreement, including approximately $625,000 of machines sold by the
customer for which payments were not remitted to the Company. The total amount
that is subject to floor plan financing is approximately $3.6 million as of
November 2001.

     The Company has been working closely with this customer to develop a plan
for the payment of the amounts owed. The Company has been paid currently for all
machines sold by the customer in the months of September and October. The
Company is also obtaining a security interest in the machines that have not yet
been sold by the customer.


<PAGE>


     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 RCo30 All Surface Loader. The agreement gives Polaris the
worldwide exclusive right to market and sell the utility loader under its own
nameplate through its worldwide dealer network and market and sell the utility
loader to certain national rental centers. Polaris will purchase the machines,
as well as parts and attachments, directly from ASV. The agreement also provides
the option for Polaris to manufacture the machines under a royalty arrangement.

     The Company sells the Polaris ASL-300 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 RCo30 product,
parts and accessories. However, the Company does not incur significant sales and
marketing costs on the sale of products to Polaris.

     On September 24, 2001, the Company announced the implementation of a stock
buy-back program whereby ASV may repurchase up to $5 million of its common stock
on the open market. The Company intends to fund the repurchases with available
funds. The repurchase program is expected to last not more than twelve months or
until such amount of stock is repurchased. As of November 5, 2001, the Company
had repurchased 19,300 shares of its common stock under this buy-back program at
an aggregate purchase price of approximately $189,000.

     The Company believes its existing cash and short-term investments, 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, ASV's future
product mix and ASV's future profitability and expense levels 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 anticipated events occur including ASV's
ability to successfully manufacture the machines, unanticipated delays, costs or
other difficulties in the development and 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 alliances 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 trends.
Additional information regarding these risk factors and uncertainties is
detailed in the Risk Factors filed as Exhibit 99 to its Current Report on Form
10-Q for the quarter ended June 30, 2001.


       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 US 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

          None

ITEM 2.   CHANGES IN SECURITIES

          None

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None



<PAGE>

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 (d)

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

  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)

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

  4.12    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)

<PAGE>
  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 June 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)

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

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

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

  10.15    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)

  10.19    Fifth Amendment to Credit Agreement dated June 1, 2001 between Wells
           Fargo Bank Minnesota, N.A. and the Company (p)

  11       Statement re: Computation of Per Share Earnings

  22       List of Subsidiaries (a)

  99       Risk Factors (p)

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

           (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.

           (d)  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.

           (e)  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.

           (f)  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.

           (g)  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.


<PAGE>

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

           (i)  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.

           (p)  Incorporated by reference to the Company's Quarterly Report on
                Form 10-Q for the quarter ended June 30, 2001 (File No. 0-25620)
                filed electronically August 13, 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.

   (b)     REPORTS ON FORM 8-K

   The following current Reports on Form 8-K were filed by the Company during
the quarter ended September 30, 2001:

   Current Report on Form 8-K dated July 24, 2001 reporting under Item 5. "Other
Events" that on July 24, 2001, ASV issued a press release disclosing its
financial results for the three and six months ended June 30, 2001. In addition,
the press release contained information regarding a conference call to be held
July 24, 2001 during which ASV intends to discuss its financial results for the
three and six months ended June 30, 2001 and its outlook for fiscal year 2001.

   Current Report on Form 8-K dated September 24, 2001 reporting under Item 5.
"Other Events" that on September 24, 2001 ASV issued a press release disclosing
a reduction in its expected net sales and net earnings for third quarter 2001,
fiscal 2001 and fiscal 2002. The Company also announced the implementation of a
stock buy-back program whereby ASV may repurchase up to $5 million of its common
stock on the open market. In addition, the press release contained information
regarding a conference call to be held September 24, 2001 during which ASV
intends to discuss the items described in the press release.




<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                            A.S.V., INC.


Dated:  November 14, 2001                   By /s/ Gary Lemke
                                            ------------------------------------
                                               Gary Lemke
                                               President


Dated: November 14, 2001                    By /s/ Thomas R. Karges
                                            ------------------------------------
                                               Thomas R. Karges
                                               Chief Financial Officer
                                               (principal financial and
                                               accounting officer)





<PAGE>
                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT                                                                               METHOD OF FILING
-------                                                                               ----------------
<S>        <C>                                                                 <C>
  11       Statement re: Computation of Per Share Earnings...................  Filed herewith electronically
</TABLE>