<PAGE>
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB

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

                  For the quarterly period ended JUNE 30, 1997

                        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
 
  At June 30, 1997, 4,909,698 shares of registrant's $.01 par value Common Stock
were outstanding.      



  Transitional Small Business Issuer Format            [x]  Yes       [ ]  No
 



                                     Page 1
<PAGE>
 
                         PART I - FINANCIAL INFORMATION

                         ITEM 1 - FINANCIAL STATEMENTS

                          A.S.V., INC. AND SUBSIDIARY

                          CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
 
                                                        JUNE 30,    December 31,
                                                          1997          1996
                                                       -----------  ------------
     ASSETS                                                          (Unaudited)
<S>                                                    <C>          <C>         
                                                                                
CURRENT ASSETS
 Cash and cash equivalents...........................  $   630,380   $ 3,042,494
 Short-term investments..............................    3,766,840     2,269,753
 Accounts receivable, net............................    1,142,256     1,261,228
 Inventories.........................................    7,480,497     5,160,353
 Prepaid expenses and other..........................      266,685       201,943
                                                       -----------   -----------
       Total current assets                             13,286,658    11,935,771

Property and equipment, net..........................    2,125,287     1,474,641
                                                       -----------   -----------
                                                                                
       Total Assets..................................  $15,411,945   $13,410,412
                                                       ===========   ===========
 

     LIABILITIES AND SHAREHOLDERS' EQUITY
 
CURRENT LIABILITIES
<S>                                                    <C>          <C>        
 Accounts payable....................................  $ 1,830,287   $   779,609
 Accrued liabilities                                                   
  Compensation.......................................       91,466        87,695
  Interest payable...................................       81,250        78,785
  Warranties.........................................       75,000       100,000
  Other..............................................      122,173       181,168
 Income taxes payable................................       53,454       198,954
                                                       -----------   -----------
  Total current liabilities..........................    2,253,630     1,426,211
                                                       -----------   -----------
LONG-TERM LIABILITIES................................    5,716,938     5,697,068
                                                       -----------   -----------
COMMITMENTS AND CONTINGENCIES........................            -             -
 
SHAREHOLDERS' EQUITY
 Capital stock, $.01 par value:
  Preferred stock, 7,500,000 shares authorized;
   no shares outstanding.............................            -             -
  Common stock, 22,500,000 shares authorized;
   4,909,698 shares issued and outstanding in 1997;
   4,810,659 shares issued and outstanding in 1996...       49,097        48,107
 Additional paid-in capital..........................    5,573,857     5,201,038
 Retained earnings...................................    1,818,423     1,037,988
                                                        ----------   -----------
                                                         7,441,377     6,287,133
                                                        ----------   -----------
    Total Liabilities and Shareholders' Equity.......  $15,411,945   $13,410,412
                                                       ===========   ===========
 
</TABLE>

See notes to consolidated financial statements.


                                       2
<PAGE>
 
                          A.S.V., INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF EARNINGS
                                  (UNAUDITED)
<TABLE>
<CAPTION>
 
                                            THREE MONTHS ENDED         SIX MONTHS ENDED
                                                  JUNE 30,                 JUNE 30,
                                         -----------  -----------  ------------  -----------
                                            1997         1996          1997         1996
                                         -----------  -----------  ------------  -----------
<S>                                      <C>          <C>          <C>           <C>
Net sales..............................  $5,407,815   $2,862,298   $10,059,000    $5,343,971
                                                                                 
Cost of goods sold.....................   4,115,440    2,230,025     7,697,483     4,148,661
                                         ----------   ----------   -----------    ----------
  Gross profit.........................   1,292,375      632,273     2,361,517     1,195,310
                                         ----------   ----------   -----------    ----------
Operating expenses:                                                              
 Selling, general and administrative...     531,348      309,253     1,019,405       591,280
 Research and development..............      62,717       43,233       107,655        73,713
                                         ----------   ----------   -----------    ---------- 
                                            594,065      352,486     1,127,060       664,993   
                                         ----------   ----------   -----------   -----------   
  Operating income.....................     698,310      297,787     1,234,457       530,317
                                         ----------   ----------   -----------    ----------
Other income (expense)                                                           
 Interest expense......................     (92,988)     (11,710)     (185,940)      (23,749)
 Other, net............................     145,571       14,284       210,918        22,589
                                         ----------   ----------   -----------    ----------
                                             52,583        2,574        24,978        (1,160)
                                         ----------   ----------   -----------    ----------
  Income before income taxes...........     750,893      282,361     1,259,435       529,157
Provision for income taxes.............     286,000      107,300       479,000       201,100
                                         ----------   ----------   -----------    ----------
 NET INCOME............................  $  464,893   $  175,061   $   780,435    $  328,057
                                         ==========   ==========   ===========    ==========
Net income per common share............  $      .09   $      .03   $       .15    $      .06
                                         ==========   ==========   ===========    ==========
Weighted average number of common and                                            
 common equivalent shares outstanding..   5,934,233    5,217,219     5,948,921     5,154,270
                                         ==========   ==========   ===========    ==========
 
</TABLE>



See notes to consolidated financial statements.

                                       3
<PAGE>
 
                          A.S.V., INC. AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

                    SIX MONTHS ENDED JUNE 30, 1997 AND 1996
<TABLE>
<CAPTION>
 
                                                            1997        1996
                                                        ------------  ---------
<S>                                                     <C>           <C>        <C>
Cash flows from operating activities:
 Net income...........................................  $   780,435   $  328,057
 Adjustments to reconcile net income to net
  cash provided by (used in) operating activities:
   Depreciation.......................................       78,000       55,800
   Interest accrued on capital lease obligation.......       23,028       22,800
   Deferred income taxes..............................      (48,000)           -
   Effect of warrant earned...........................       75,600            -
   Changes in assets and liabilities:
     Accounts receivable..............................      118,972     (153,744)
     Inventories......................................   (2,320,144)     285,512
     Prepaid expenses and other.......................      (16,742)     (61,569)
     Accounts payable.................................    1,050,678      357,283
     Accrued expenses.................................      (77,759)       9,608
     Income taxes payable.............................       95,500     (152,830)
                                                        -----------   ----------
 
Net cash provided by (used in) operating activities...     (240,432)     690,917
                                                        -----------   ----------
 
Cash flows from investing activities:
 Purchase of property and equipment...................     (728,646)     (98,932)
 Purchase of marketable security......................   (1,497,087)           -
                                                        -----------   ----------
Net cash used in investing activities.................   (2,225,733)     (98,932)
                                                        -----------   ----------
Cash flows from financing activities:
 Exercise of stock options............................       57,209       57,750
 Principal payments on long-term liabilities..........       (3,158)     (15,685)
                                                        -----------   ----------
Net cash provided by financing activities.............       54,051       42,065
                                                        -----------   ----------
Net increase (decrease) in cash and cash equivalents..   (2,412,114)     634,050
Cash and cash equivalents at beginning of period......    3,042,494      437,727
                                                        -----------   ----------
Cash and cash equivalents at end of period............  $   630,380   $1,071,777
                                                        ===========   ==========

Supplemental disclosure of cash flow information:

 Cash paid for interest...............................  $   160,447   $      949
 Cash paid for income taxes...........................      431,500      353,930
 
Supplemental disclosure of non-cash operating activity:
 Tax benefit related to exercise of stock options.....  $   241,000   $        -
 
</TABLE>


See notes to consolidated financial statements.


                                       4
<PAGE>
 
                          A.S.V., INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 JUNE 30, 1997

                                  (UNAUDITED)

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INTERIM FINANCIAL INFORMATION

     The accompanying unaudited, consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information.  Accordingly, they do not include all of the footnotes
required by generally accepted accounting principles 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.  NEW ACCOUNTING PRONOUNCEMENT

     The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 128, Earnings Per Share, which is effective for
financial statements issued after December 15, 1997.  Early adoption of the new
standard is not permitted.  The new standard eliminates primary and fully
diluted earnings per share and requires presentation of basic and diluted
earnings per share together with disclosure of how the per share amounts were
computed.  Basic earnings per share excludes dilution and is computed by
dividing net income available to common shareholders by the weighted average
common shares outstanding for the period.  Diluted earnings per share reflects
the potential dilution that could occur if securities or other contracts to
issue common stock were exercised and converted into common stock or resulted in
the issuance of common stock that then shared in the earnings of the Company.
The pro forma effect of adopting the new standard would result in basic earnings
per share of $.10 and $.04 and diluted earnings per share of $.09 and $.03 for
the three months ended June 30, 1997 and 1996, respectively.  For the six months
ended June 30, 1997 and 1996, the pro forma effect of adopting the new standard
would result in basic earnings per share of $.16 and $.07 and diluted earnings
per share of $.15 and $.06, respectively.

                                       5
<PAGE>
 
                                    ITEM 2.

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

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
 
                                             Three Months Ended June 30,    Six Months Ended June 30,
                                                 1997           1996           1997           1996
                                            --------------  -------------  -------------  ------------
<S>                                         <C>             <C>            <C>            <C>
     Net sales............................          100.0%         100.0%         100.0%        100.0%
     Cost of goods sold...................           76.1           77.9           76.5          77.6
     Gross profit.........................           23.9           22.1           23.5          22.4
     Selling, general and administrative..            9.8           10.8           10.1          11.1
     Operating income.....................           12.9           10.4           12.3           9.9
     Interest expense.....................           (1.7)          (0.4)          (1.8)         (0.4)
     Net income...........................            8.6            6.1            7.8           6.1
</TABLE>

FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996.

     Net Sales.  Net sales increased 89%, or approximately $2,546,000, to
approximately $5,408,000 for the three months ended June 30, 1997 compared with
the three month period ended June 30, 1996.  The increase was due primarily to
sales of the Company's Posi-Track vehicle and related accessories increasing 93%
over 1996.  This increase is due to increased demand for the Posi-Track and
additional sales to dealers added in the last twelve months.  Sales of the
Company's Track Truck vehicle decreased slightly in the second quarter of 1997
compared with second quarter 1996 due to one less Track Truck being shipped in
second quarter 1997.  Sales of parts, used equipment and other items increased
87% for the three month period ended June 30, 1997 compared with the same period
in 1996.  This increase is primarily due to parts sales more than doubling as
the number of vehicles in the field continues to increase.

     Gross Profit.  Gross profit for the three months ended June 30, 1997
increased to approximately $1,292,000, or 23.9% of net sales, compared with
$632,000, or 22.1% of net sales,  in 1996.  The increased gross profit is
attributable to increased sales volume in 1997.  The increased gross profit
percentage is attributable to greater efficiencies in the production process
from the Company's increased production levels.

     Selling, General and Administrative Expenses.  Selling, general and
administrative expenses decreased from 10.8% of net sales in second quarter
1996, to 9.8% of net sales in second quarter 1997.  Of the increased dollar
amount of approximately $222,000, approximately one-half was due to increased
marketing costs including costs to introduce the Company's new model Posi-Track,
the HD 4500.  The remainder of the increase is primarily due to higher
compensation costs as sales and administrative personnel have been added to
support expanded sales and customer service roles.  The decreased percentage of
selling, general and administrative expenses is due to the Company closely
managing its costs as sales increase.

     Research and Development.  Research and development expenses increased from
approximately $43,000 in second quarter 1996 to approximately $63,000 in 1997.
The increase is due mainly to the introduction of the Company's new model Posi-
Track, the HD 4500, improvements to the Company's existing models and
exploration of additional models.

     Interest Expense.  Interest expense increased from approximately $12,000
for the second quarter of 1996 to approximately $93,000 for the second quarter
of 1997.  This increase is due to the Company's $5,000,000 private placement of
6.5% convertible debentures which was completed in October 1996.

     Other Income.  Other income increased from approximately $14,000 in second
quarter 1996 to approximately $146,000 in 1997.  This increase is primarily due
to the Company receiving $75,000 which represents the second distribution of
grant monies under its agreement with the State of Minnesota as a result of
attaining certain increased employment levels.  In 1996, grant monies of $50,000
were not received until third quarter.  The remainder of the increase is due to
interest income earned on the Company's short-term investments  from proceeds
from its convertible debenture offering in October 1996.

                                       6
<PAGE>
 
     Net Income.  Net income for the second quarter of 1997 was approximately
$465,000, compared with approximately $175,000 for the second quarter of 1996.
The increase in 1997 resulted primarily from additional gross profit on
increased sales, offset in part by increased operating costs and interest
expense.

FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996.

     Net Sales.  Net sales for the six months ended June 30, 1997 increased 88%,
or approximately $4,715,000, to $10,059,000.  The increase is due primarily to
the increased sales of the Company's Posi-Track vehicle, along with increases in
parts sales, offset by a slight decrease in Track Truck sales.  Posi-Track
related sales increased 98% due to the increased demand and new dealers added in
the past twelve months.  Track Truck related sales decreased slightly due to
fewer Track Trucks being sold in 1997.  Sales of parts, used equipment and other
items increased approximately 94% due primarily to a more than doubling in the
sale of parts as a greater number of machines are in service in 1997.

     Gross Profit.  Gross profit increased for the six months ended June 30,
1997 to approximately $2,362,000, or 23.5% of net sales, from $1,195,000, or
22.4% of net sales, for the six months ended June 30, 1996.  The increased gross
profit is due to increased sales while the increased gross profit percentage was
due to the increased efficiencies obtained from the Company's increased
production volume.

     Selling, General and Administrative Expenses.  Selling, general and
administrative expenses decreased from 11.1% of net sales for the six months
ended June 30, 1996 to 10.1% of net sales for the six months ended June 30,
1997. The increased dollar amount of approximately $428,000 is due to increased
sales and marketing costs and increased costs for administrative personnel hired
to support increased sales volumes.  The decreased percentage of selling,
general and administrative expenses is due to the Company closely managing its
costs as sales increase.

     Research and Development.  Research and development expenses increased from
approximately $74,000 in 1996 to approximately $108,000 in 1997. The increase is
due mainly to the introduction of the Company's two new models in 1997,
continuing improvements to the Company's existing models and exploration of
additional models.

     Interest Expense.  Interest expense increased from approximately $24,000
for the six months ended June 30, 1996 to approximately $186,000 for the same
period in 1997.  This increase is due to the Company's $5,000,000 private
placement of 6.5% convertible debentures which was completed in October 1996.

     Other Income.  Other income increased from approximately $23,000 in 1996 to
approximately $211,000 in 1997. This increase is primarily due to the Company
receiving $75,000 which represents the second  distribution of grant monies
under its agreement with the State of Minnesota as a result of attaining certain
increased employment levels.  In 1996, grant monies of $50,000 were not received
until the third quarter.  The remainder of the increase is due to interest
income earned on the Company's short-term investments from proceeds from its
convertible debenture offering in October 1996.

     Net Income.  Net income for the six months ended June 30, 1997 increased to
approximately $780,000 from approximately $328,000 for 1996.  The increase is
due to increased sales and gross profit, offset in part by increased operating
expenses and interest expense.

LIQUIDITY AND CAPITAL RESOURCES

     At June 30, 1997, the Company had working capital of approximately
$11,033,000 compared with working capital of approximately $4,740,000 at June
30, 1996, an increase of approximately $6,293,000.  The majority of this
increase is the rise in the Company's inventory levels of approximately
$4,080,000 to accommodate greater production and the anticipated start of
production of the model HD 4500 Posi-Track in third quarter 1997.  The remainder
of the increase in working capital is due to proceeds remaining from the
Company's private placement of convertible debentures, offset by increased
accounts payable and accrued liabilities.

     The Company's working capital position at June 30, 1997 remained relatively
constant when compared with December 31, 1996.  However, the Company's
inventories increased approximately $2,320,000 and accounts payable increased
approximately $1,051,000 due to an  increase in raw materials to support the
Company's increased production levels and for the HD 4500 Posi-Track for which
production is expected to begin in third quarter 1997.  Cash and short-term
investments decreased $915,000 as the Company internally financed certain
equipment and building related expenditures.

                                       7
<PAGE>
 
     The Company is in the process of expanding its present manufacturing
facility from 40,000 square feet to 100,000 square feet.  Under the expected
terms of the construction and lease arrangements, the Company will incur an
additional $1,600,000 of long-term debt for a twenty-year period at a composite
interest rate of 6-7%.   As of June 30, 1997, the Company has expended
approximately $440,000 of its own funds for the expansion project.

     The Company believes its existing cash and 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 at least through the end of June 1998.

     The Company has increased its number of employees by approximately 50% in
the last 12 months.  In order to meet its anticipated sales levels for the next
twelve months, the Company expects it will increase its number of employees by
approximately 20-40% over the next twelve months.  It is anticipated that nearly
all the additional employees will be in the production area.  The Company
believes the local work force is sufficient to hire the additional employees.

     In order to maintain its competitive advantage over other manufacturers of
similar products, the Company believes it will increase the level of spending on
research and development activities.  It is expected the main thrust of these
activities will be directed towards extensions of the Company's current product
lines and improvements of existing products.

     The statements set forth above under 'Liquidity and Capital Resources' and
elsewhere in this Form 10-QSB which are not historical facts are forward-looking
statements and involve risks and uncertainties, many of which are outside the
Company's control and, accordingly, actual results may differ materially.
Factors that might cause such a difference include, but are not limited to, lack
of market acceptance of existing products, lack of market acceptance of new
products, inability to attract new dealers for the Company's products,
unexpected delays in obtaining raw materials, unexpected delays in expanding its
plant capacity, unexpected additional expenses or operating losses or the
activities of competitors.  Any forward-looking statements provided from time-
to-time by the Company represents only management's then-best current estimate
of future results or trends.

                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None

ITEM 2.  CHANGES IN SECURITIES

         None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None

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

         The annual meeting of shareholders of A.S.V., Inc. was held on June 6,
         1997.  Matters submitted at the meeting for vote by the shareholders
         were as follows:

 
         (a)   Election of Directors.

               The following directors were elected at the Annual Meeting, each
               with the following votes:

<TABLE> 
<CAPTION> 
                                                     For           Against
                                                  ---------       ---------
<S>                                               <C>             <C>        
                    Philip C. Smaby               4,354,808          10,959
                    Gary D. Lemke                 4,354,733          10,959
                    Edgar E. Hetteen              4,354,733          10,959
                    Jerome T. Miner               4,351,058          14,634
                    Karlin S. Symons              4,354,883          10,809
                    Leland T. Lynch               4,230,583         135,109
</TABLE> 

                                       8
<PAGE>
 
<TABLE> 
<CAPTION> 
<S>                                               <C>             <C>        
                    James H. Dahl                  4,354,883         10,809
                    R. E. "Teddy" Turner, IV       4,353,545         12,147
</TABLE>


          (b) Adoption of the 1996 Incentive and Stock Option Plan

              Shareholders adopted the 1996 Incentive and Stock Option Plan
              with a vote of 3,055,756 votes for, 67,180 votes against, 44,913
              shares abstaining and 1,197,843 broker non-votes.

          (c) Ratification of Appointment of Independent Public Accountants.

              Shareholders ratified the appointment of Grant Thornton LLP as
              the Company's independent public accountants for the fiscal year
              ending December 31, 1997, with a vote of 4,331,485 votes for,
              5,999 votes against and 28,208 shares abstaining.
 
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
          (e)

     3.2  Bylaws of the Company (a)

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

     4.2  1987 Stock Option Plan (a)

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

     4.4  Form of Warrant issued to Summit Investment Corporation (b)

     4.5  Form of Debenture issued October 1996 (d)

     4.6  Warrant issued to Leo Partners, Inc. on December 1, 1996 (e)

     4.7  1996 Incentive and Stock Option Plan

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

    10.2  Lease and Option Agreement dated July 14, 1994 between the Grand
          Rapids Economic Development Agency and the Company (b)
 
    10.3  Option Agreement dated July 14, 1994 between the EDA and the Company
          (b)

    10.4  Grant Contract dated July 1, 1994 between the Company and the IRRRB
          (b)

    10.5  Letter Credit Agreement dated June 15, 1994 between the Security State
          Bank of Hibbing and the Company (a)

                                       9
<PAGE>
 
    10.6  Supplemental Lease Agreement dated April 18, 1997 between the EDA and
          the Company

    10.7  Supplemental Development Agreement dated April 18, 1997 between the
          EDA and the Company

    10.8  Line of Credit dated May 22, 1997 between Norwest Bank Minnesota
          North, N.A. and the Company

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

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

    11    Statement re: Computation of Per Share Earnings

    22    List of Subsidiaries (a)

    27    Financial Data Schedule
--------------
          (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 Quarterly Report on
              Form 10-QSB for the quarter ended September 30, 1996 (File No. 0-
              25620) filed electronically November 13, 1996.

          (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.

     (B)  REPORTS ON FORM 8-K

     No reports on Form 8-K were filed during the quarter ended June 30, 1997.


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


                                   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: August 13, 1997              By /s/ Gary Lemke
                                    -----------------------------------
                                        Gary Lemke
                                        President


                                      10
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit                                                                 Method of Filing
-------                                                           -----------------------------
<S>                                                               <C>

 4.7       1996 Incentive and Stock Option Plan................   Filed herewith electronically

10.6       Supplemental Lease Agreement........................   Filed herewith electronically

10.7       Supplemental Development Agreement..................   Filed herewith electronically

10.8       Line of Credit Agreement............................   Filed herewith electronically

  11       Statement re: Computation of Per Share Earnings.....   Filed herewith electronically

  27       Financial Data Schedule.............................   Filed herewith electronically
</TABLE>