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

                                FORM 10-KSB/A-1
 
[X]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF 1934

                For the fiscal year ended December 31, 1996
 
[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

                For the transition period from ________ to ________ 

                        Commission file number: 0-25620
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                                 A.S.V., INC.
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                (Name of small business issuer in its charter)

                MINNESOTA                             41-1459569
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      State or other jurisdiction of               I.R.S. Employer
      incorporation of organization               Identification No.   


840 LILY LANE, P.O. BOX 5160, GRAND RAPIDS, MN 55744         (218) 327-3434
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Address of principal executive offices                 Issuer's telephone number

Securities registered under Section 12(b) of the Exchange Act:

                                     NONE
                              -------------------
                              Title of each class

Securities registered under Section 12(g) of the Exchange Act:

                         COMMON STOCK, $.01 PAR VALUE
                         ----------------------------
                              Title of each class

     Check whether the issuer (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

     Check if there is no disclosure of delinquent filers in response to Items
405 of Regulation S-B in this form, and no disclosure will be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form-10-KSB.[  ]

     The registrant's revenues for the fiscal year ended December 31, 1996
totaled $12,266,499.

     Based on the closing bid price at March 14, 1997, the aggregate market
value of the voting stock held by nonaffiliates of the registrant was
$77,740,547.                    .

     The number of shares outstanding of the registrant's $.01 par value common
stock, as of March 14, 1997 was 4,829,159 shares.

     Transitional Small Business Issuer Format:  [ ]  Yes  [X]  No
 
                     DOCUMENTS INCORPORATED BY REFERENCE:
                     ------------------------------------

Portions of the registrant's Proxy Statement for its June 6, 1997 Annual Meeting
                    which will be filed by April 30, 1997, 
                  are incorporated by reference in Part III.
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                                   SIGNATURE

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, A.S.V., Inc. has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized:

                                 A.S.V., INC.

       /s/  Thomas R. Karges                      Date: April 23, 1997
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     By:    Thomas R. Karges
            Chief Financial Officer