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


                                    FORM 8-K
                               


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




         Date of Report (Date of earliest event reported): June 6, 1996


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


                    INDIANA           0-9143          35-1150732
                (State or other     (Commission     (IRS Employer
                 jurisdiction of     File Number)    Identification No.)
                 incorporation)


                               ONE TECHNOLOGY WAY
                           INDIANAPOLIS, INDIANA 46268
                           ---------------------------
                              (Address of principal
                               executive offices)


       Registrant's telephone number, including area code: (317) 293-5309


                                 NOT APPLICABLE
                                 --------------
          (Former name or former address, if changed since last report)










ITEM 5.  OTHER EVENTS

     On June 6,  1996,  the  Registrant  issued  a press  release  announcing  a
distribution to holders of record of the Registrant's  Common Stock at the close
of business on June 5, 1996, of  non-transferable  rights to purchase  shares of
Common Stock at $4.63 per share.  A copy of the press  release is included as an
exhibit to this filing.




ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         Financial Statements

               None

         Exhibits

                                                            
         EXHIBIT NO.   DESCRIPTION                             

            99         Press Release of Hurco Companies, Inc. dated June 6, 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.

                  Dated: June 6, 1996


                                           HURCO COMPANIES, INC.


                                           By:/S/ ROGER J. WOLF
                                           --------------------
                                           Roger J. Wolf, 
                                           Senior Vice President and
                                           Chief Financial Officer









































                         HURCO ANNOUNCES RIGHTS OFFERING

     INDIANAPOLIS, INDIANA, June 6, 1996...Hurco Companies, Inc. (NASDAQ Symbol:
HURC) today announced that holders of record of the Company's Common Stock as of
the close of business on June 5, 1996, would receive  non-transferable rights to
subscribe  for  additional  shares of Common  Stock in a rights  offering  being
conducted by the Company.

     Eligible  shareholders will receive two-tenths of a right for each share of
Common Stock owned on the record date.  Each whole right will entitle the holder
to  purchase  one share of  Common  Stock at a  subscription  price of $4.63 per
share.  Accordingly,  record  holders will have the  opportunity to purchase one
additional share for each five shares owned on the record date.

     The subscription price represents a discount of 10% from the average of the
closing  sales  prices  for the 30 trading  days  ended  June 3, 1996,  the date
preceding the Company's Board of Directors'  approval of the terms of the rights
offering.  On June 5, 1996,  the  closing  sales  price of the  Common  Stock as
reported by NASDAQ was $6 5/8 per share.

     The  aggregate   number  of  shares  of  Common  Stock  to  be  offered  to
shareholders  in the rights  offering  is  approximately  1,085,300.  The rights
offering will expire on July 3, 1996 unless extended by the Company for up to 30
days. A prospectus and related  subscription  documents will be sent to eligible
shareholders shortly.

     Brynwood  Partners,  II L.P.,  an affiliate of a major  shareholder  of the
Company,  and two  directors  of the Company who are  affiliated  with  Brynwood
Partners II L.P.,  will act as standby  purchasers  for up to 604,752  shares of
Common Stock.

     Proceeds of the rights will be used to prepay  indebtedness and for general
corporate purposes.

     Georgeson & Company,  Inc. (Tel. No. 800-223-2064) is acting as information
agent.

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.
                                                       # # #













                         
                                   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.

                  Dated: June 6, 1996


                                           HURCO COMPANIES, INC.


                                           By:/S/ ROGER J. WOLF
                                           --------------------
                                           Roger J. Wolf, 
                                           Senior Vice President and
                                           Chief Financial Officer