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                                                                     EXHIBIT 3.3

                                  A.S.V., Inc.
                              Amendment to Bylaws
                       Adopted by the Board of Directors
                                 April 13, 1999

     RESOLVED, that the following Section 2.10 is hereby added to the Company's
Bylaws to read in its entirety as follows:

          Section 2.10.  Nomination of Directors.  Nominations of persons for
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     election as directors may be made at a regular meeting of shareholders (i)
     by or at the direction of the Board of Directors or (ii) by any shareholder
     who (A) was a shareholder of record at the time of giving of notice
     provided for in these Bylaws, (B) is entitled to vote at the meeting and
     (C) gives prior notice of the nomination in the manner herein provided.
     For a nomination to be properly made by a shareholder, the shareholder must
     give written notice to the Secretary of the corporation so as to be
     received at the principal executive offices of the corporation at least 120
     days before the date that is one year after the date the corporation's
     proxy statement for the prior year's regular meeting was first mailed to
     shareholders.  Such notice shall set forth (i) as to the shareholder giving
     the notice:  (A) the name and record address of the shareholder and of the
     beneficial owner, if any, on whose behalf the nomination will be made, and
     (B) the class and number of shares of the corporation owned by the
     shareholder and beneficially owned by the beneficial owner, if any, on
     whose behalf the nomination will be made and (ii) as to each person the
     shareholder proposes to nominate: (A) the name, age, business address and
     residence address of the person, (B) the principal occupation or employment
     of the person and (C) the class and number of shares of the corporation's
     capital stock beneficially owned by the person.  The chairman of the
     meeting may refuse to acknowledge the nomination of any person not made in
     compliance with the foregoing procedure.

     FURTHER RESOLVED, that the following Section 2.11 is hereby added to the
Company's Bylaws to read in its entirety as follows:

          Section 2.11  Proposals.  To be properly brought before a regular
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     meeting of shareholders, business must be (i) specified in the notice of
     the meeting, (ii) directed to be brought before the meeting by the Board of
     Directors or (iii) proposed at the meeting by a shareholder who (A) was a
     shareholder of record at the time of giving of notice provided for in these
     Bylaws, (B) is entitled to vote at the meeting and (C) gives prior notice
     of the matter, which must otherwise be a proper matter for shareholder
     action, in the manner herein provided.  For business to be properly brought
     before a regular meeting by a shareholder, the shareholder must give
     written notice to the Secretary of the corporation so as to be received at
     the principal executive offices of the corporation at least 120 days before
     the date that is one year after the date the corporation's proxy statement
     for the prior year's regular meeting was first mailed to shareholders.
     Such notice shall set forth (i) the name and record address of the
     shareholder and of the beneficial owner, if any, on whose behalf the
     proposal will be made, (ii) the class and number of shares of  the
     corporation owned by the shareholder and beneficially owned by the
     beneficial
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     owner, if any, on whose behalf the proposal will be made, (iii) a brief
     description of the business desired to be brought before the regular
     meeting and the reasons for conducting such business and (iv) any material
     interest in such business of the shareholder and the beneficial owner, if
     any, on whose behalf the proposal is made. The chairman of the meeting may
     refuse to acknowledge any proposed business not made in compliance with the
     foregoing procedure.

     FURTHER RESOLVED, that the following Section 2.12 is hereby added to the
Company's Bylaws to read in its entirety as follows:

          Section 2.12  Conduct of Meetings.  The presiding officer of the
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     meeting shall have the right and authority to prescribe such rules,
     regulations and procedures and to do all such acts as, in the judgment of
     such presiding officer, are appropriate for conduct of the meeting.  To the
     extent not prohibited by law, such rules, regulations or procedures may
     include, without limitation, establishment of (i) an agenda or order of
     business for the meeting and the method by which business may be proposed,
     (ii) rules and procedures for maintaining order at the meeting and the
     safety of those present, (iii) limitations on attendance at or
     participation in the meeting to shareholders of record of the corporation,
     their duly authorized proxies or such other persons as the presiding
     officer of the meeting shall determine, (iv) restrictions on entry to the
     meeting after the time fixed for the commencement thereof and (v)
     limitations on the time allotted to questions or comments by participants.
     Any proposed business contained in the notice of a regular meeting is
     deemed to be on the agenda and no further motions or other actions shall be
     required to bring such proposed business up for consideration.  Unless and
     to the extent otherwise determined by the presiding officer of the meeting,
     it shall not be necessary to follow Robert's Rules of Order or any other
     rules of parliamentary procedure at the meeting of the shareholders.
     Following completion of the business of the meeting as determined by the
     presiding officer of the meeting, the presiding officer of the meeting
     shall have the exclusive authority to adjourn the meeting.