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                                 Commission File
       January 31, 1995                                             No. 0-9143


                             HURCO COMPANIES, INC.


State of Incorporation                                         IRS Employer ID
       Indiana                                                  No. 35-1150732

                          Address of Principal Office:

                               One Technology Way
                          Indianapolis, Indiana 46268

                           Telephone: (317) 293-5309






Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during  the  preceding  12  months,  and  (2) has  been  subject  to the  filing
requirements for at least the past 90 days:
                                            Yes  X   No
                                               ----    -----



Shares of common stock outstanding as of February 26, 1995:          5,415,682



Total pages:    9








                                                        




                             HURCO COMPANIES, INC.
                    January 1995 Form 10-Q Quarterly Report


                               Table of Contents



                         Part I - Financial Information



                                                                        Page
Item 1.       Condensed Financial Statements

              Consolidated Statement of Operations -
                  Three months ended January 31, 1995 and 1994........... 3

              Consolidated Balance Sheets -
                  As of January 31, 1995 and October 31, 1994............ 4

              Consolidated Statements of Cash Flows -
                  Three months ended January 31, 1995 and 1994........... 5

              Notes to Consolidated Financial Statements................. 6


Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations........................ 7



                          Part II - Other Information


Item 6.       Exhibits and Reports on Form 8-K........................... 9


Signatures............................................................... 9











                                       2



                         PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS



                             HURCO COMPANIES, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                     (In thousands, except per-share data)



                                                Three Months Ended January 31,
                                                  1995                 1994
                                                         (Unaudited)

Sales and service fees ........................   $18,872            $18,579

Cost of sales and service .....................    14,214             15,135
                                                  -------            -------

 Gross profit .................................     4,658              3,444


 Selling, general and administrative expenses .     4,246              4,745
                                                   ------             ------

 Operating income (loss) ......................       412             (1,301)

 Interest expense .............................      (904)              (830)

 Other, net ...................................        19                (37)
                                                   ------             ------

      Income (loss) before income taxes ......       (473)            (2,168)

 Income tax expense (benefit) .................        --                 --
                                                   -------             ------

 Net Income (loss) ............................   $  (473)           $(2,168)
                                                   =======            =======


Earnings (loss) per common share...............   $  (.09)           $  (.40)
                                                   =======            =======


Weighted average common shares outstanding..........5,415              5,434
                                                   =======            =======




The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                       3


                             HURCO COMPANIES, INC.
                           CONSOLIDATED BALANCE SHEET
                             (Dollars in thousands)



                                                  January 31,       October 31,
                                                      1995              1994
ASSETS                                            (Unaudited)         (Audited)
Current assets:
      Cash and cash equivalents ...................  $  1,039          $  1,101
      Accounts receivable .........................    14,555            14,555
      Inventories .................................    27,077            26,341
      Other .......................................     1,247             1,099
                                                     --------          --------
          Total current assets ....................    43,918            43,096
                                                     --------          --------

 Property and equipment ...........................    11,449            11,887
 Other assets .....................................     4,483             4,575
                                                     --------          --------
                                                     $ 59,850          $ 59,558
                                                     ========          ========


LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable ..................................   $ 7,293           $ 8,438
Accrued expenses ..................................     7,633             8,403
Current portion of long-term debt .................     1,039               144
                                                      -------           -------
    Total current liabilities .....................    15,965            16,985
                                                      -------           -------
Non-current liabilities
Long-term debt ....................................    36,523            34,669
Other long-term obligations .......................       556               576
                                                      -------           -------
                                                       37,079            35,245
                                                      -------           -------

Shareholders' equity:
 Common stock: no par value; $.10 stated value per
   share; 7,500,000 shares authorized; and 5,415,682
   and 5,413,682 shares issued , respectively ......      542               541
 Additional paid-in capital ........................   45,549            45,546
 Accumulated deficit ...............................  (35,148)          (34,676)
 Foreign currency translation adjustment ...........   (4,137)           (4,083)
                                                      -------           -------
     Total shareholders' equity ....................    6,806             7,328
                                                      -------           -------
                                                    $  59,850         $  59,558
                                                    =========         =========


The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                       4



                             HURCO COMPANIES, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                             (Dollars in thousands)

                                                  Three Months Ended January 31,
                                                        1995             1994
                                                              (Unaudited)
Cash flows from operating activities:
 Net income (loss) ................................    $  (473)        $(2,168)
 Adjustments to reconcile net income (loss) to net
 cash provided by (used for) operating activities:
   Depreciation and amortization ..................        643             777
   Change in assets and liabilities:
     (Increase) decrease in accounts receivable ...       (114)         (1,581)
     (Increase) decrease in inventories ...........       (922)          4,317
     Increase (decrease) in accounts payable ......     (1,141)         (1,074)
     Increase (decrease) in accrued expenses ......       (688)           (820)
     Other ........................................        107            (508)
                                                       -------         -------
     Net cash provided by (used for) operating
      activities                                        (2,588)         (1,057)
                                                       -------         -------

Cash flows from investing activities:
 Proceeds from sale of equipment ..................         --              97
 Purchases of property and equipment ..............        (84)           (125)
 Software development costs .......................       (223)           (157)
 Other ............................................         12              --
                                                        -------         -------
         Net cash provided by (used for) investing 
          activities............................          (295)           (185)
                                                        -------         -------

Cash flows from financing activities:
 Net short-term (repayment) borrowings ............        --              383
 Proceeds from long-term borrowings ...............     13,328           2,413
 Repayment of long-term borrowings ................    (10,539)           (973)
 Proceeds from issuance of common stock under options        4              --
                                                       -------          -------
     Net cash provided by (used for) financing
      activities...................................      2,793           1,823
                                                       -------           ------

Effect of exchange rate changes on cash............         28              30
                                                        ------          -------
         Net increase (decrease) in cash...........        (62)            611

Cash and cash equivalents at beginning of year.....      1,101           1,486
                                                       -------          -------

Cash and cash equivalents at end of year........... $    1,039      $    2,097
                                                      =========       =========

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                       5




                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   GENERAL

The condensed financial information as of January 31, 1995 and 1994 is unaudited
but includes all  adjustments  that the Company  considers  necessary for a fair
presentation of financial position,  results of operations and cash flows. It is
suggested that those condensed financial  statements be read in conjunction with
the financial  statements and the notes thereto included in the Company's Annual
Report on Form 10-K for the year ended October 31, 1994.

2.   EARNINGS PER SHARE

Earnings per share of common stock are based on the weighted  average  number of
common shares outstanding. No effect has been given to options outstanding under
the Company's Stock Option Plan as no dilution would result from their exercise.


3.   ACCOUNTS RECEIVABLE

The  allowance for doubtful  accounts was  $1,029,000 as of January 31, 1995 and
$1,046,000 as of October 31, 1994.


4.   INVENTORIES

Inventories, priced at the lower of cost (first-in, first-out method), or market
are summarized below (in thousands):

                                           January 31,       October 31,
                                              1995              1994
                                           -----------       -----------

   Purchased parts and sub-assemblies      $   17,657        $  15,252
   Work-in-Process                              3,656            3,929
   Finished Goods                               5,764            7,160
                                           -----------       ----------
                                           $   27,077        $  26,341
                                           ===========       ==========


5.   DEBT AGREEMENTS

In fiscal  1994,  the Company  entered  into (1) a new bank  credit  facility to
replace the Company's  previous bank credit  facilities,  amendments to its bank
term loan and amendments to its foreign credit  authorization and (2) an amended
and restated agreement governing the Company's senior notes.

Effective  January 31, 1995, the bank and senior note agreements were amended to
change  the  maturity  date  of the  credit  facilities  and  the  due  date  of
installment  payments  required  for the term loan and senior notes from January
31, 1996 to February 1, 1996. Accordingly,  this debt is classified as long-term
in the accompanying balance sheet.

                                       6



Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
           RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

First Quarter Ended January 31, 1995 Compared to First Quarter Ended January 31,
1994:

Sales for the first  quarter of fiscal  1995 were  slightly  above those for the
corresponding quarter of fiscal 1994. European revenues, which accounted for 37%
of total sales in the first quarter of fiscal 1995,  increased $2.2 million over
those in the 1994 period,  principally  due to  increased  shipments in Germany.
Domestic  revenues  declined $1.9 million during the 1995 first quarter from the
level reported for the corresponding  period of 1994, due to the  discontinuance
of  the  Company's   older  line  of  machine  tool  products  and  the  limited
availability  for shipment of finished  quantities  of its new machine tool line
(which was  introduced  domestically  in the fourth  quarter of 1994).  However,
strong  demand  for the  Company's  new family of machine  tools,  controls  and
related  software  products  resulted in a 50% increase in domestic machine tool
orders,  which, along with an improved economic environment in Europe,  resulted
in a 33% increase in total  worldwide  bookings during the 1995 first quarter as
compared with the corresponding  1994 period. As a result, the Company's backlog
at  January  31,  1995 was $10.7  million,  an  increase  of 52.1% from the $7.0
million backlog at October 31, 1994.

Cost of sales and  services  for the first  quarter of 1995 were  $921,000  (6%)
below those for the first quarter of 1994, resulting in a gross profit margin of
24.7% in the 1995 period  compared to 18.5% for the 1994 period.  The  improving
gross profit  margins  reflect cost  reductions  achieved  through the Company's
two-year  restructuring  program,  as well as the  transition  to higher  margin
products.

Selling,  general  and  administrative  expenses  for the first  quarter of 1995
decreased $499,000 (10.5%) from those for the comparable 1994 period as a result
of previously implemented reductions in facilities and personnel.

As a result of  improvements  in gross  margins,  and the  reduction in selling,
general  and  administrative  expenses,  the  Company  had  operating  income of
$412,000 for the first  quarter of fiscal 1995 as  contrasted  with an operating
loss of $1.3 million in the  comparable  1994 period and an operating  profit of
$266,000 during the fourth quarter of fiscal 1994.

Interest  expense for the first quarter of fiscal 1995  increased 8.9% over that
reported  for  the  first  quarter  of  fiscal  1994,   despite  a  decrease  of
approximately $2.0 million in average borrowings,  due to increases in the rates
and amortization of the fees paid under the Company's  amended credit agreements
as well as increases in the reference rate used to calculate interest charges on
its revolving credit facilities.







                                       7



LIQUIDITY AND CAPITAL RESOURCES

The Company  used net cash of $2.6  million  for  operating  activities  for the
quarter ended January 31, 1995  primarily  because of an increase in inventories
and an anticipated  seasonal reduction in accounts payable and accrued expenses.
The  increase  in  inventories  of $736,000  was due to a temporary  build up of
machine tool  controls and other  components  in  connection  with the Company's
continuing  transition to  subcontracting  of  manufacturing  operations and its
conversion to a new hardware platform for its CNC controls. Inventory levels are
expected to decrease during the remainder of fiscal 1995. The resulting  working
capital  increase was funded by $2.8 million of net  borrowings  over the period
from October 31, 1994 to January 31, 1995.

As of January 31, 1994,  the Company had  unutilized  credit  facilities of $2.4
million available for either direct borrowings or commercial  letters of credit.
Management believes that available borrowings under the credit facilities, along
with net cash  provided from future  operations,  will be sufficient to maintain
adequate liquidity during fiscal 1995.

As of January 31, 1995, the Company had long-term  debt of $37.6 million.  Under
the terms of the Company's agreements with its lenders, substantially all of the
debt will be payable on February 1, 1996. It is  management's  goal to refinance
this  indebtedness  prior to its scheduled  maturity,  but there is no assurance
that such a refinancing  can be  accomplished or that the terms thereof would be
acceptable to the Company.































                                       8




                          PART II - OTHER INFORMATION




Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      Exhibits:  None.

                  (b)      Reports on Form 8-K:  None






                                   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.




                                                     HURCO COMPANIES, INC.


                                                        
                                                 By: /s/ Roger J. Wolf
                                                    ------------------------
                                                    Roger J. Wolf
                                                    Senior Vice President and
                                                    Chief Financial Officer



                                                 By: /s/ Thomas L. Brown
                                                    ------------------------

                                                    Thomas L. Brown
                                                    Corporate Controller and
                                                    Principal Accounting Officer



March 10, 1994



                                      9
 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE QUARTERLY REPORT FORM 10-Q FOR THE PERIOD ENDED JANUARY 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000315374 DAWN HIATT 1,000 3-MOS OCT-31-1995 NOV-01-1994 JAN-31-1995 $1,039 0 14,555 1,029 27,077 43,918 11,449 11,162 59,850 15,965 0 542 0 0 6,264 59,850 18,872 18,872 14,214 14,214 0 37 904 (473) 0 (473) 0 0 0 (473) (.09) (.09)