SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                         TO SECTION 13 OR 15 (D) OF THE
                        SECURITIES EXCHANGE ACTO OF 1934
                               ------------------


         Date of Report (Date of Earliest Event Reported): May 22, 1996

                              HURCO COMPANIES, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                     INDIANA
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                 (State or Other Jurisdiction of Incorporation)


               0-9143                                      35-1150732
     (Commission File Number)               (I.R.S. Employer Identification No.)


                One Technology Way
               Indianapolis, Indiana                         46268
      (Address of principal executive offices)            (Zip code)

                                 (317) 293-5309
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              (Registrant's Telephone Number, Including Area Code)



- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

















Item 5.           OTHER EVENTS.

                  The information set forth in the press release issued by Hurco
                  Companies,   Inc.,   attached   hereto  as  Exhibit   5.1,  is
                  incorporated herein by reference.


Item 7.           FINANCIAL STATEMENTS AND EXHIBITS.

                  (c )     EXHIBITS

                  5.1      Press Release of Hurco Companies, Inc. dated May 22,
                           1996













































                                    SIGNATURE


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











Date:    May 29, 1996
































                                  EXHIBIT INDEX



ITEM NO.                                       DESCRIPTION

5.1                                 Press release of Hurco Companies, Inc.
                                    dated May 22, 1996


















































FROM:             Roger J. Wolf
                  Senior Vice President
                  Chief Financial Officer
                  (317) 293-5309


              HURCO REPORTS SECOND QUARTER AND YEAR-TO-DATE RESULTS

         INDIANAPOLIS,  INDIANA,  MAY 22, 1996...Hurco  Companies,  Inc. (NASDAQ
Symbol:  HURC) today  announced  results for its second fiscal quarter and first
six months  which  ended April 30,  1996.  For the second  quarter,  the Company
recorded  a net  profit  of  $1,031,000  or $.19  per  share,  on net  sales  of
$26,095,000 as contrasted with a net loss of ($239,000),  or $(.04) per share on
net sales of $20,687,000  reported for the corresponding  period a year ago. For
the first six months ended April 30, 1996, the Company  reported a net profit of
$1,603,000,  or $.29 per share,  on net sales of  $49,319,000  compared to a net
loss of  ($712,000),  or $(.13)  per share on net  sales of  $39,559,000  in the
comparable 1995 period.

         Operating  profit was $1,868,000 for the second fiscal  quarter,  which
was 2.4 times the $773,000  reported for the second  quarter of fiscal 1995, and
$3,294,000 for the six-month period which was 2.8 times the $1,185,000  reported
for the first six  months of fiscal  1995,  as a result of  increased  sales and
higher margins.

         The sales growth of 26% in the second fiscal quarter was  substantially
due to a nearly 50%  increase in machine  tool  shipments  in Europe  along with
increased  shipments of machine tool  products in the U.S.  International  sales
were 40% of consolidated sales for the second fiscal quarter compared to 35% for
the same period a year ago.  Increased  market  penetration by the Company's new
"Advantage  Series"  machine tool product line which was introduced in Europe in
the latter part of 1995,  along with  increased  availability  of  products  for
shipment  contributed to the strong second quarter European sales.  Sales in the
domestic U.S.  market  increased  approximately  15% compared to the same period
last year and were aided by increased  availability of machine tool products for
shipment  and the sell-off of certain  discontinued  older  product  models from
inventory.

         Margins  improved over the prior year periods  reflecting the increased
percentage of higher margin European sales in the Company's total sales mix.

         World-wide  new order  bookings  were  $23,926,000  in the most  recent
fiscal  quarter,  a decrease of  $2,123,000,  or 8%, from the second  quarter of
fiscal 1995,  but an  improvement  of  $3,879,000,  or 19%,  over the  preceding
quarter of fiscal 1996. While international orders increased over the prior-year
level, domestic machine tool orders were significantly lower than those recorded
during the 1995 second quarter.  Domestic  bookings during the second quarter of
fiscal 1995 reflected  unusually high demand for the "Advantage  Series" machine
tool line  introduced in the United  States in late fiscal 1994,  fueled in part
by distributor anticipation of limited product availability. The lower domestic
order rates also reflect a decline in U.S.  machine  tool  consumption compared
to a year ago  along  with the  short-term impact of changes being implemented
in the Company's sales and distribution organization.

         Backlog at April 30, 1996 was  $10,441,000  compared to  $12,310,000 at
the end of the preceding  fiscal  quarter.


          The Company noted that as a result of its improved  operating results
and working capital reduction it was able to reduce outstanding indebtedness by
$3,500,000 during the quarter and $3,100,000 for the fiscal year to date.

         Brian McLaughlin,  CEO,  commented,  "We are pleased with the Company's
continued improvement in profitability and cash flow from operations."

Hurco Companies,  Inc. is one of the largest manufacturers of computer numerical
control systems designed and built in the United States for stand-alone  machine
tools.  The  end  market  for  the  Company's  products  consists  primarily  of
independent  job shops  and  short-run  manufacturing  operations  within  large
corporations in industries such as the aerospace,  defense,  medical  equipment,
energy,  transportation  and  computer  industries.  The  Company  is  based  in
Indianapolis,  Indiana,  has additional  manufacturing  facilities in Farmington
Hills, Michigan, and has sales, application engineering and service subsidiaries
in High Wycombe, England; Munich, Germany; Paris, France and Singapore. Products
are sold through 85 independent agents and distributors in the United States and
30 other  countries.  The  Company  also has direct  sales  forces in the United
States, the United Kingdom, Germany, France, and Asia.


                   HURCO COMPANIES, INC. FINANCIAL HIGHLIGHTS
                      (In thousands, except per-share data)
                                   (unaudited)


                                    Three Months Ended        Six Months Ended
                                         APRIL 30,                 APRIL 30,
                                         ---------                ---------
                                       1996       1995        1996       1995
                                       ----       ----        ----       ----

Sales ............................   $ 26,095   $ 20,687    $ 49,319   $ 39,559
                                     ========   ========    ========   ========

Operating income (loss)
 before interest .................   $  1,868   $    773    $  3,294   $  1,185

Interest and other non-
 operating items, net ............   $    804   $  1,012    $  1,658   $  1,897

Income tax expense (benefit) .....   $     33   $   --      $     33   $   --
                                     --------   --------    --------   --------


Net income (loss) ................   $  1,031   $   (239)   $  1,603   $   (712)
                                     ========   ========    ========   ========

Earnings (loss) per common
 share ...........................   $    .19   $   (.04)   $    .29   $   (.13)

                                     ========   ========    ========   ========

Weighted average common
 shares outstanding ..............      5,524      5,417       5,555      5,416
                                     ========   ========    ========   ========