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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM
10-Q/A
 (AMENDMENT NO. 1)
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2005
 Commission file number: 0-25620
 A.S.V., Inc.
  Minnesota
    
    41-1459569(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 840 Lily Lane
P.O. Box 5160Grand Rapids, MN 55744
    
    (218) 327-3434(Address of principal executive offices,
    
    (Registrants telephone number,including zip code)
    
    including area code)
 Not Applicable
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PART II
 OTHER INFORMATION
 ITEM 6. EXHIBITS
 ExhibitNumber
    
    Description3.1
    
    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 (b)3.1b
    
    Amendment to Second Restated Articles of Incorporation of the Company filed May
4, 1998 (c)3.2
    
    Bylaws of the Company (a)3.3
    
    Amendment to Bylaws of the Company adopted April 13, 1999 (d)4.1
    
    Specimen form of the Companys Common Stock Certificate (a)10.1
    
    Summary of Board of Director Compensation for the Company (e)10.2
    
    Purchase Agreement between the
Company and Caterpillar Inc. effective November 1, 2005 **10.3
    
    Registration Rights Agreement between the Company and Caterpillar Inc., effective
November 1, 2005 (f)10.4
    
    Commercial Alliance Agreement between the Company and Vermeer Manufacturing Inc.
dated September 23, 2005 (f)**11
    
    Statement re: Computation of Per
Share Earnings (f)31.1
    
    Certification of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.2
    
    Certification of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232.1
    
    Certification of the Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (f)32.2
    
    Certification of the Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (f)
 1




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(a)
    
    Incorporated by reference to Exhibit 3.2 to the Companys Registration
Statement on Form SB-2 (File No. 33-61284C) filed July 7, 1994.(b)
    
    Incorporated by reference to Exhibit 3.1a 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.(c)
    
    Incorporated by reference to Exhibit 3.1b 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.(d)
    
    Incorporated by reference to Exhibit 3.3 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.(e)
    
    Incorporated by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed electronically on July 18, 2005.(f)
    
    Previously filed with the original Form 10-Q for the
fiscal quarter ended September 30, 2005.**
    
    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. 2




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SIGNATURES
  A.S.V., Inc.Dated:  November 11, 2005
    By /s/ Gary LemkeGary LemkeChief Executive Officer
    (duly authorized officer) 3




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EXHIBIT INDEX
 Exhibit
    
    Description3.1
    
    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 (b)3.1b
    
    Amendment to Second Restated Articles of Incorporation of the Company filed May 4, 1998(c)3.2
    
    Bylaws of the Company (a)3.3
    
    Amendment to Bylaws of the Company adopted April 13, 1999 (d)4.1
    
    Specimen form of the Companys Common Stock Certificate (a)10.1
    
    Summary of Board of Director Compensation for the Company (e)10.2
    
    Purchase Agreement between the
Company and Caterpillar Inc. effective November 1, 2005 **10.3
    
    Registration Rights Agreement between the Company and Caterpillar Inc., effective
November 1, 2005(f)10.4
    
    Commercial Alliance Agreement between the Company and Vermeer Manufacturing Inc.
dated September 23, 2005(f)**11
    
    Statement re: Computation of Per Share Earnings(f)31.1
    
    Certification of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.2
    
    Certification of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232.1
    
    Certification of the Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002(f)32.2
    
    Certification of the Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002(f)
 
 (a)
    
    Incorporated by reference to Exhibit 3.2 to the Companys Registration
Statement on Form SB-2 (File No. 33-61284C) filed July 7, 1994.(b)
    
    Incorporated by reference to Exhibit 3.1a 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.(c)
    
    Incorporated by reference to Exhibit 3.1b 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.(d)
    
    Incorporated by reference to Exhibit 3.3 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.(e)
    
    Incorporated by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed on July 18, 2005.(f)
    
    Previously filed with the original Form 10-Q for the fiscal
quarter ended September 30, 2005.**
    
    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. 4