SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
                            (Amendment No. ___)

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Filed by a Party other than the Registrant _____

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[  ]  Preliminary Proxy Statement
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     Rule 14a-6(e)(2))
[ X] Definitive Proxy Statement
[  ] Definitive Additional Materials
[  ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12.

                           Hurco Companies, Inc.
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               (Name of Registrant as Specified in Its Charter)

                              Roger J. Wolf
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                 (Name of Person(s) Filing Proxy Statement)

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                             HURCO COMPANIES, INC.
- --------------------------------------------------------------------------------
                              ONE TECHNOLOGY WAY
                                P.O. BOX 68180
                           INDIANAPOLIS, INDIANA 46268
                                (317) 293-5309

                   NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                            To Be Held May 29, 1997
To Our Shareholders:

The 1997 Annual Meeting of Shareholders  of Hurco  Companies,  Inc., will be 
held at the corporate  headquarters of Hurco Companies,  Inc., One Technology
Way,  Indianapolis,  Indiana,  46268 at 11:00 a.m. EST on Thursday,  May 29,
1997, for the following purposes:

         1.   To elect seven  directors to serve until the next annual meeting
              or until their successors are duly elected and qualified.

         2.   To approve a proposed  amendment  of the  Company's  Amended and
              Restated  Articles of  Incorporation which  would,  among other
              things,  increase  the number of  authorized  shares of common  
              stock and preferred stock.

         3.   To approve adoption of the Company's 1997 Stock Option and 
              Incentive Plan.

         4.   To transact such other  business as may properly come before the
              Annual  Meeting or any  adjournments thereof.

If you do not expect to attend the Annual  Meeting,  please mark, sign and date
the enclosed proxy and return it in the enclosed return envelope which requires
no postage if mailed in the United States.

Only  shareholders  of record as of the close of business on March 26, 1997,  
are entitled to notice of and to vote at the Annual Meeting or any  adjournments
thereof.  In the event there are not  sufficient  votes for approval of
one or more of the above matters at the time of the Annual  Meeting,  the Annual
Meeting may be adjourned in order to permit further solicitation of proxies.

                       By order of the Board of Directors,

                                                     Roger J. Wolf, Secretary

April 23, 1997
Indianapolis, Indiana

                           YOUR VOTE IS IMPORTANT
                   Even if you plan to attend the meeting,
                   we urge you to mark, sign and date the
                   enclosed proxy and return it promptly
                         in the enclosed envelope.

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                            HURCO COMPANIES, INC.
                             One Technology Way
                              P. O. Box 68180
                         Indianapolis, Indiana 46268

                       Annual Meeting of Shareholders
                                May 29, 1997
______________________________________________________________________________

                              PROXY STATEMENT
______________________________________________________________________________

            SOLICITATION, VOTING AND REVOCABILITY OF PROXIES

This Proxy  Statement is furnished to the holders (the  "Shareholders")  of 
common stock of Hurco  Companies,  Inc.("Hurco" or the "Company") in connection
with the  solicitation  of proxies by the Board of Directors for the 1997
Annual  Meeting of  Shareholders  to be held at 11:00 a.m.  EST on May 29, 1997
at the  corporate  headquarters  of Hurco Companies,  Inc., One Technology Way,
Indianapolis,  Indiana,  and at any adjournments  thereof.  This Proxy
Statement  and the  accompanying  form of proxy are being  mailed to the 
Shareholders  on or about April 10, 1997. Proxies are being  solicited  
principally  by mail.  Directors,  officers  and regular  employees of Hurco may
also solicit  proxies  personally by telephone,  telegraph or otherwise.  All
expenses  incident to the  preparation and mailing to the Shareholders of the
Notice, Proxy Statement and form of Proxy will be paid by Hurco.

Shareholders  of record as of the close of business on March 26,  1997,  are  
entitled to notice of and vote at the Annual  Meeting or any  adjournments 
thereof.  On such record  date,  Hurco had  6,535,371  shares of common stock
outstanding  and entitled to vote.  Each share will be entitled to one vote with
respect to each matter  submitted to a vote. The presence in person or by proxy
of the holders of a majority of the  outstanding  shares  entitled to vote at
the Annual Meeting is necessary to constitute a quorum for the transaction of 
business.

If the  enclosed  form of proxy is  executed  and  returned,  it may be revoked
at any time  before it is voted by giving written  notice to the Secretary of 
the Company.  If a shareholder  executes more than one proxy,  the proxy
having the latest date will  revoke any  earlier  proxies.  Shareholders  who
attend the Annual  Meeting may revoke their proxies and vote in person.

A proxy,  if  returned  properly  executed  and not  subsequently  revoked,  
will be voted in  accordance  with the instructions  of the  shareholder in the
proxy.  If no  instructions  are  given,  the proxy will be voted for the
election of the Board of Directors'  nominees  named in this Proxy  Statement 
and for Proposals 2 and 3.  Directors will be elected by a plurality  of the 
votes cast.  Approval of  Proposals 2 and 3 will  require that the number of
shares  voted in favor of the  Proposal  be greater  than the number of shares
opposing  it. A proxy may  indicate that all or a portion  of the shares 
represented  by such  proxy are not being  voted  with  respect to a specific
proposal.  This could  occur,  for  example,  when a broker is not  permitted to
vote shares held in street name on certain  proposals  in the  absence of  
instructions  from the  beneficial  owners.  Shares that are not voted with
respect to a specific  proposal  will be  considered  present for  purposes of 
determining  a quorum and voting on other proposals.  Abstentions on a specific
proposal will be considered as present,  but not as voting in favor of such 
proposal.  Neither the  non-voting  of shares nor  abstentions  will  affect the
election  of  directors  or Proposals 2 and 3.


                          ELECTION OF DIRECTORS

The Board of Directors  has  nominated  for election  seven  persons for  
election as  directors.  All nominees are currently  directors.  Each  director
will serve for a term of one year,  which expires at the next Annual  Meeting
of  Shareholders  of the Company when his successor has been elected.  The 
seven nominees are:  Hendrik J. Hartong, Jr.,  Andrew L. Lewis IV,  Brian D. 
McLaughlin,  E. Keith Moore,  Richard T. Niner,  O. Curtis Noel and Charles E.
Mitchell  Rentschler.  Unless authority is specifically  withheld,  the shares 
represented by the enclosed form of proxy will be voted in favor of these
nominees.

If any of these  nominees  becomes  unable to accept  election,  the persons 
named in the proxy will exercise their voting  power in favor of such person or
persons as the Board may  recommend.  All of the nominees  have  consented to
being named in this Proxy  Statement  and to serve if  elected.  The Board of  
Directors  knows of no reason why any of the nominees would be unable to accept
election.

The  following  information  sets  forth  the name of each  director,  his age,
tenure  as a  director,  principal occupation and business experience for the
last five years:

                                                                  Served as a
Name                                         Age                 Director since
Hendrik J. Hartong, Jr. (1,3,4)              58                       1986

Andrew L. Lewis IV (2)                       40                       1988

Brian D. McLaughlin (1)                      54                       1987

E. Keith Moore                               74                       1990

Richard T. Niner (1,2,4)                     57                       1986

O. Curtis Noel (3,4)                         61                       1993

Charles E. Mitchell Rentschler (2,3)         57                       1986

Hendrik J.  Hartong,  Jr. has been a general  partner of  Brynwood  Management,
the  general  partner of  Brynwood Partners  Limited  Partnership,  an 
investment  partnership,  since 1984. Mr. Hartong is also a general  partner of
Brynwood  Management  II,  the  general  partner  of  Brynwood  Partners  II  
Limited  Partnership,  an  investment partnership.  Mr. Hartong has also served
as Chairman  of the Board of Air Express  International  Corporation,  a
freight forwarding and shipping services business, since 1985.

Andrew L. Lewis IV has served as Chief Executive Officer of KRR Partners, L.P.,
an investment  partnership,  since July 1993.  Since 1990, Mr. Lewis has also
been a consultant  for USPCI of  Pennsylvania,  Inc. (a hazardous  waste
management consulting firm).  Mr. Lewis is also a director of Air Express 
International Corporation.

Brian D.  McLaughlin has been President and Chief  Executive  Officer of the 
Company since December 1987. From 1982 to 1987,  he was  employed as  President
and General  Manager of various  divisions  of Ransburg  Corporation,  an
international manufacturer of factory automation equipment.

E. Keith Moore has served as  President of Hurco  International,  Inc.,  a
subsidiary  of the Company  since April 1988. Mr. Moore is also a director of
Met-Coil Systems  Corporation (a manufacturer of metal fabrication  machinery
and systems).

Richard T. Niner has been a general  partner of  Brynwood  Management,  the
general  partner of  Brynwood  Partners Limited  Partnership,  an  investment  
partnership,  since 1984.  Mr.  Niner is also a general  partner of Brynwood
Management II, the general partner of Brynwood  Partners II Limited Partnership,
an investment  partnership.  Mr.Niner is also a director of Air Express  
International  Corporation,  a freight  forwarding  and shipping  services
business, and Arrow International, Inc., an international manufacturer of 
critical care medical devices.

O. Curtis Noel has been an  independent  business  consultant for more than ten
years  specializing  in market and industry studies, competitive analysis and
corporate development programs with clients in the U.S. and abroad.

Charles E.  Mitchell  Rentschler  has served as President  and Chief  Executive
Officer of The Hamilton  Foundry & Machine Co., an operator of grey and ductile
iron foundries in Ohio and Indiana, since 1985.

(1)      Member of Executive Committee
(2)      Member of Audit Committee
(3)      Member of Compensation Committee
(4)      Member of Nominating Committee

The Board of Directors recommends a vote FOR each of the nominees listed above.

Board Meetings and Committees

During the last fiscal year,  the Board of Directors held seven  meetings.  All
of the current  directors  attended at least 75% of the aggregate number of 
meetings of the Board and the committees on which they served.

The Board has an Executive  Committee which held no meetings  during the last
fiscal year. The Executive  Committee may  exercise  all of the  authority of 
the Board of  Directors  with  respect to the general  operations  of Hurco
between meetings of the Board.

The Board has a  Compensation  Committee  which held two  meetings  during the 
last fiscal year.  The  Compensation Committee  reviews  and  recommends  to the
Board the  compensation  of the  officers  and  managers  of Hurco and
guidelines for the general wage structure of the entire  workforce.  The 
Compensation  Committee also oversees the administration  of the  Company's 
employee  benefit  plans.  The report of the  Compensation  Committee  regarding
executive compensation is included on page 16 of this Proxy Statement.

The Board also has an Audit  Committee  which held five meetings  during the 
last fiscal year. The Audit  Committee has the  authority to oversee the  
Company's  accounting  and financial  reporting  activities,  and meets with the
Company's  independent  accountants and Chief Financial Officer to review the 
scope, cost and results of the annual audit and to review  internal  accounting
controls,  policies and procedures.  The Board of Directors  selects the
independent  accountants of Hurco upon the  recommendation of the Audit
Committee.  See INDEPENDENT  ACCOUNTANTS on page 18.

The Board of  Directors  has a  Nominating  Committee  which held one  meeting 
during the last  fiscal  year.  The Nominating  Committee  reviews  the  
structure  and  composition  of the  Board  of  Directors  and  considers  the
qualifications  of and  recommends all nominees for directors.  The Nominating 
Committee will consider  candidates whose names are submitted in writing by  
shareholders.  Shareholders  who wish to nominate  persons for election as
directors must comply with the advance  notice and  eligibility  requirements 
contained in Article II, Section 10, of the Company's  By-laws,  a copy of which
is available upon request.  Such requests and any nominations should be 
addressed to the  Secretary,  Hurco  Companies,  Inc., One Technology  Way, P.O.
Box 68180,  Indianapolis,  Indiana 46268.

The members of these Committees are identified in the table on page 2.


Compensation of Directors

Each  director  receives  a fee of $1,000 for each  meeting  of the Board of 
Directors  attended,  and,  effective February 1, 1997,  each such  director 
also  receives  $4,000 per quarter.  Directors are also entitled to receive
reimbursement  for travel and other  expenses  incurred in  attending  such 
meetings.  Mr. Niner  received  annual compensation  of  $72,000  and was
awarded a bonus of  $25,000  for his  services  as  Chairman  of the  Executive
Committee  of the Board of  Directors.  On July 8, 1996,  each  outside director
was granted  options to purchase 10,000  shares of common stock at $5.125 per 
share,  the average  trading price as reported by NASDAQ on such date. The 
options are exercisable on July 8, 1997 and expire on July 8, 2002.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's 
directors and executive officers,  and persons who own more than 10% of the 
Company's  common stock,  to file reports of ownership with the Securities and
Exchange  Commission  and Nasdaq.  Such persons are also required to furnish the
Company with copies of all Section 16(a) forms they file.

Based solely on the Company's  review of the copies of such forms received by
it, or written  representations  from certain reporting persons that they were
not required to file a Form 5 to report  previously  unreported  ownership or
changes in ownership,  the Company believes that,  during its fiscal year ending
October 31, 1996, its officers, directors and greater than 10% beneficial owners
complied with all filing  requirements  under Section 16(a) except as set forth
below.  In recent  years,  the Company made grants of options to  executive 
officers  pursuant to its 1990 Stock  Option  Plan.  Although  the grant of
options  was exempt  from  liability  under  Section  16(b),  the officers did
not report the grant of these options on Form 5. As a result,  in April 1997,
Mr.  McLaughlin  filed six Forms 5, Mr. Wolf filed three Forms 5, Mr.  Fabris  
filed four Forms 5, Mr.  Platts  filed five Forms 5 and Mr. Blake filed two 
Forms 5.


             PROPOSAL 2 -- AMENDMENT TO THE ARTICLES OF INCORPORATION
                                  OF THE COMPANY

The Board of Directors has unanimously  approved amending (the "Amendment")  
Articles IV, V and VI of the Company's Amended and  Restated  Articles of 
Incorporation.  The  following  summary of the  amendment  is  qualified in its
entirety to the text of the Amendment  which is attached as Exhibit A to this
Proxy  Statement.  If the proposal is approved,  the  Amendment  will become 
effective  at the time the Company  files  Articles of  Amendment  with the
Indiana Secretary of State.

The Board of Directors recommends a vote FOR the Amendment.

The authorized  capital stock of the Company presently  consists of 7,500,000 
shares of common stock, no par value, and 40,000  shares of  preferred  stock, 
$100 par value per share.  As of March 26,  1997,  there were 6,535,371
shares of common  stock issued and  outstanding  and an  additional  444,434  
shares of common  stock  reserved for issuance under the Company's stock option
plan.  There are no shares of preferred stock outstanding at present.



Increase in Authorized Common Stock

The Amendment  would increase the number of shares of authorized  common stock
from  7,500,000 to 12,500,000.  This increase  will insure that shares will be  
available,  if needed,  for issuance in  connection  with stock  splits, stock
dividends,   acquisitions  and  other  corporate  purposes.   The  Board  of  
Directors  believes  that  the availability  of the  additional  shares for such
purposes  without  delay or the need for a special  shareholders' meeting would
be  beneficial  to the  Company.  The  Company  does not have  any  immediate 
plans,  arrangements, commitments or  understandings  with respect to the
issuance of any of the additional  shares of common stock which would be
authorized by the amendment.

No further action or  authorization by the Company's  shareholders  would be
necessary prior to the issuance of the additional  shares of common stock unless
required by applicable law or regulatory  agencies or by the rules of any
stock exchange on which the Company's securities may then be listed.

The holders of any of the  additional  shares of common  stock  issued in the 
future would have the same rights and privileges  as the holders of the shares 
of common stock  currently  authorized  and  outstanding.  Those rights do not 
include preemptive rights with respect to the future issuance of any additional
shares.

Although  the Company has no immediate  plans,  arrangements,  commitments  or 
understandings  with respect to the issuance of any  additional  shares of 
common  stock which  would be  authorized  by the  proposed  amendment,  the
increase in the number of authorized  shares could be used to make a takeover 
attempt more  difficult by using the shares to make a  counter-offer  for the  
shares of a bidder or by selling  shares to dilute the voting  power of a
bidder.  As of this date, the Board is unaware of any specific  effort to
accumulate the Company's  common stock or to obtain control of the Company by 
means of a merger,  tender offer,  solicitation  in opposition of management or
otherwise.

Changes Regarding Preferred Stock

The  Amendment  will also make a number of  changes  relating  to the  Company's
preferred  stock,  including  (i)increasing  the number of shares of  authorized
preferred  stock from 40,000 to  1,000,000;  (ii) changing the par value of the
preferred  stock in Article IV from $100 per share to no par value;  (iii)  
deleting a  reference  in Article V to Classes A and B of preferred  stock;
(iv)  deleting a reference in Article VI to  conditional  voting rights of 
preferred  stock,  and (v) deleting  provisions in Article VI which may limit 
holders of preferred  stock to voting as a separate class and to one vote for
each  outstanding  share of preferred  stock. The increase in the number of 
authorized  shares of preferred  stock will insure that a sufficient  number of 
shares will be available, if needed,  for issuance in connection  with stock  
dividends,  acquisitions  or other  corporate  purposes.  These
changes would make it clear that the Board of Directors  can  authorize  the
issuance,  at any time or from time to time,  of one or more  series  of 
preferred  stock  without  further  shareholder  action  and with  such  powers,
preferences and relative rights, including voting rights, as the Board may
determine.

The authorization of preferred stock may have the effect of discouraging an
unsolicited  attempt by another person or entity to acquire control of the 
Company.  Issuance of authorized  preferred  stock can be implemented,  and has
been  implemented  by some  companies  in recent  years,  with  voting or  
conversion  privileges  intended to make acquisition  of such  companies  more 
difficult or more costly.  Such an issuance  could be used to  discourage or
limit the  shareholders'  participation  in certain types of transactions  that
might be proposed (such as a tender offer),  whether or not such transactions 
were favored by the majority of the  shareholders.  As stated above, the Board 
is unaware of any specific  effort to accumulate the Company's  shares or to 
obtain control of the Company by means of a merger,  tender offer,  solicitation
in  opposition  to  management or otherwise.  The Company does not have any 
immediate plans,  arrangements,  commitments or understandings  with respect to
the issuance of any shares of preferred stock.


              PROPOSAL 3 -- ADOPTION OF THE COMPANY'S 1997 STOCK OPTION
                                     AND INCENTIVE PLAN

On March 6, 1997,  the Board of Directors of the Company  unanimously  adopted 
the 1997 Stock Option and  Incentive Plan (the "Plan"),  and directed that the 
Plan be submitted to the  shareholders  for  consideration  at the Annual 
Meeting.  The  following  is a summary of the  principal  features  of the Plan.
The summary is  qualified  in its entirety  by  reference  to the  complete 
text of the Plan as set  forth as  Exhibit  B to this  Proxy  Statement.
Shareholders are urged to read the actual text of the Plan as set forth in 
Exhibit B.

       The Board of Directors recommends a vote FOR adoption of the Plan.

Purpose

The purpose of the Plan is to promote the  long-term  interests of the Company
by  providing a means of  attracting and retaining  officers and key  employees
of the Company.  The Company  believes that  employees who own shares of the 
Company's common stock will have a closer  identification  with the Company and
greater  motivation to work for the Company's  success by reason of their  
ability as  shareholders  to  participate  in the  Company's  growth and
earnings.


Administration of the Plan

The  Plan  will  be  administered  by  the  Compensation  Committee  of  the 
Company's  Board  of  Directors  (the"Committee").  The members of the Committee
must qualify as  "non-employee  directors"  under Rule 16b-3 under the 
Securities  Exchange Act of 1934,  as amended,  and as "outside  directors" 
under  section  162(m) of the Internal Revenue Code of 1986,  as amended,  
(the  "Code").  Subject to the terms of the Plan,  the  Committee  has the sole
discretion  to determine the officers and key  employees  who shall be granted 
awards;  to designate the number of shares to be covered by each award; to 
establish vesting  schedules;  subject to certain  restrictions,  to specify
all other  terms of the  awards,  including  the status of awards  subsequent  
to the  termination  of a  grantee's employment with the Company; and to
construe and interpret the Plan.

Eligible Persons

Recipients  of  incentive  awards  under  the  Plan  must  be  officers  or key 
employees  of the  Company  or its subsidiaries  as  determined  by the  
Committee.  The  Company  presently  has  approximately 50 officers  and
employees  who fall within the category of key  employees  and may be  
considered  for  incentive  awards under the Plan.  No awards  may be granted 
under the Plan to  directors  who are not also  employees  of the  Company or 
its subsidiaries.


Shares Subject to the Plan

The Plan  permits  the  granting of awards of stock  options,  stock  
appreciation  rights,  restricted  shares and performance  shares.  The total 
number of shares of common  stock that may be issued under the Plan is 500,000,
subject to adjustment as provided in the Plan.



The number of shares  covered by an award under the Plan reduces the number of 
shares  available  for future awards under the Plan.  However,  if any award
expires,  terminates,  or is  surrendered  or canceled  without having been
exercised  in full,  or in the case of  restricted  shares  forfeited  to the  
Company,  the number of shares  then subject to awards is added back to the 
number of remaining available shares under the Plan.

The total number of shares of common stock which may be granted to any  
individual  during the term of the Plan may not exceed 100,000 shares.


Stock Options

With respect to the stock options under the Plan that are intended to qualify as
"incentive  stock  options"  under section  422 of the Code,  the option  price
will be at least 100% (or,  in the case of a holder of 10% or more of the 
Company's  voting stock,  110%) of the fair market value of a share of common 
stock on the date of the grant of the stock  option.  The  aggregate  fair
market value  (determined  on the date of grant) of the shares  subject to
incentive  stock  options  that become  exercisable  for the first time by a
grantee in any  calendar  year may not exceed $100,000.

The  Committee  will  establish  the  exercise  price of options  that do not 
qualify as  incentive  stock  options ("non-qualified stock options") at the 
time the options are granted.

No  incentive  stock  option  granted  under the Plan may be  exercised  more 
than ten years (or,  in the case of a holder of 10% of the  Company's  voting  
stock,  five years) or such shorter  period as the Committee may determine
from the date it is granted.  Non-qualified  stock  options may be  exercised 
during such period as the  Committee determines at the time of grant.

Stock options granted under the Plan become  exercisable in one or more 
installments in the manner and at the time or times  specified by the Committee
at the time of grant.  Subject to the discretion of the  Committee,  generally
if a grantee's  employment  with the Company or a subsidiary is terminated  for
cause or voluntarily by the grantee for any  reason  other  than  death,  
disability  or  retirement,  such  grantee's  options  expire  at the date of
termination.

The exercise price of each option  together with an amount  sufficient to
satisfy any tax  withholding  requirement must be paid in full at the time of 
exercise.  The  Committee  may permit  payment  through the tender of shares of
common stock already  owned by the  participant,  withholding  of shares  
issuable  under the award or by any other means which the Committee determines
to be consistent with the Plan's purpose.


Restricted Shares

The Committee may grant awards of restricted  shares,  in which case the grantee
would be granted  shares of common stock, subject to such forfeiture  provisions
and transfer  restrictions as the Committee  determines.  Pending the lapse of 
such forfeiture provisions and transfer restrictions,  certificates representing
restricted shares would be held by the Company,  but the grantee  generally  
would have all of the rights of a  shareholder,  including the right to vote the
shares and the right to receive all dividends thereon.

While  restricted  shares  would be subject to  forfeiture  provisions  and 
transfer  restrictions  for a period or periods  of  time,  the  Plan  does not
set  forth  any  minimum  or  maximum  duration  for  such  provisions  and
restrictions.  It is expected  that the terms of an award of  restricted  shares
ordinarily  will provide that the restricted  shares will be  terminated  and 
returned  to the  Company if the grantee  ceases to be employed by the Company 
prior to the lapse of the  forfeiture  provisions  and transfer  restrictions. 
It is also expected that a specified  percentage  of the  restricted  shares 
will  become  free of the  forfeiture  provisions  and  transfer restrictions 
on each anniversary of the date of grant of the restricted stock award.

Performance Shares

The Committee may grant awards of performance  shares,  in which case the 
grantee would be granted shares of common stock,  subject to satisfaction of
specified  performance  goals  established by the Committee.  Performance  goals
may be  established  on one or more of the  following  business  criteria:  
earnings  per share,  return on equity, return on assets,  operating  income, 
or market value per share.  The applicable  performance  goals and all other
terms and  conditions  of the award  will be  determined  in the  discretion 
of the  Committee.  After an award of performance  shares has vested (that is, 
after the applicable  performance  goal or goals have been achieved),  the
participant  will  be  entitled  to a  payment  of  common  stock,  cash or a  
combination  thereof.  If a  grantee terminates  employment  prior to  attaining
the  specified  goals for any reason other than death,  disability  or 
retirement, all of rights with respect to the award of performance shares shall
be forfeited.

Stock Appreciation Rights

Stock  appreciation  rights  ("SARs") may be granted as a separate award or 
together with an option.  The number of shares  covered by such SAR will be 
determined by the  Committee.  Upon  exercise of an SAR, the  participant  will
receive a payment  from the Company  equal to: (1) the excess of the fair market
value of a share of common  stock on the date of  exercise  over the base 
price  which,  in the case of an SAR  granted in  connection  with a stock 
option,  will equal the exercise  price of the  underlying  option,  times (2)
the number of shares with respect to which  the SAR is  exercised.  SARs may be 
paid in cash,  shares  of  common  stock or a  combination  thereof,  as
determined by the Committee.

Adjustments in Awards

In the event of any  reorganization,  recapitalization,  stock split,  stock  
dividend,  combination or exchange of shares,  merger,  consolidation or any 
change in the corporate  structure of the Company affecting shares of common
stock,  the Committee  shall adjust the number and class of shares which may be 
delivered  under the Plan,  and the number  and  class  of  shares  subject  to
outstanding  awards,  in such  manner  as the  Committee  (in its sole
discretion) shall determine to be appropriate to prevent the dilution or 
diminution of such awards.

Change of Control

In general,  if the employment of a recipient of restricted  shares is  
involuntarily  terminated  within 12 months following a "change in control" 
(as defined in the Plan) of the Company,  the  forfeiture  provisions  and 
transfer restrictions  applicable  to such  shares  lapse.  If the  employment 
of a  recipient  of  performance  shares  is involuntarily  terminated  within 
12 months following a "change in control," the performance  shares may be paid 
on a prorata  basis.  In  addition,  in the event of a tender offer or exchange
offer for common  stock or upon the occurrence of certain other events,  all 
option and SAR awards  granted under the Plan shall become  exercisable in
full, unless otherwise provided by the Committee.

Nontransferability of Awards

Except as  otherwise  expressly  provided by the  Committee,  awards  granted 
under the Plan may not be  assigned, encumbered or transferred, other than by 
will or by the applicable laws of descent and distribution.

Amendment and Termination of the Plan

Unless  previously  terminated by or with the approval of the Board of 
Directors,  the Plan will terminate March 5, 2007. The Board may at any time  
terminate or amend the Plan;  however,  shareholder  approval shall be obtained
to the extent  necessary  and  desirable  to comply  with Rule 16b-3 under the  
Securities  Exchange  Act of 1934,  as amended,  Code  section  422,  or any
other  applicable  law or  regulation,  including  requirements  of any stock
exchange or quotation system on which the Company's common stock is listed or
quoted.

Awards to Employees Outside the United States

The  Committee  has the  discretion to establish  special  rules  applicable  to
awards to grantees  outside of the United States in order to comply with foreign
law or practice.

Federal Income Tax Consequences

The following is a brief summary of the principal  federal  income tax 
consequences  of awards under the Plan. The summary is based on  current  
federal  income tax laws and  interpretations  thereof,  all of which are 
subject to change at any time, possibly with retroactive effect.  The summary 
is not intended to be exhaustive.

Limitation  on Amount of  Deduction.  The Company  generally  will be entitled 
to a tax  deduction for awards under the Plan only to the extent that the 
participants  recognize  ordinary  income from the award.  Section  162(m) of 
the Code contains  special  rules  regarding  the federal  income tax  
deductibility  of  compensation  paid to the Company's  CEO and to each of the 
other  four most  highly  compensated  executive  officers  of the  Company. The
general rule is that annual  compensation paid to any of these specified  
executives will be deductible only to the extent that it does not exceed 
$1,000,000  or it  qualifies  as  "performance-based  compensation"  under  
section 162(m).  The Plan has been designed to permit the Committee to grant 
awards which qualify for  deductibility  under section 162(m).

Non-Qualified  Stock Options.  An employee who is granted a non-qualified  
option does not recognize taxable income upon the grant of the option,  and the 
Company is not  entitled to a tax  deduction.  The employee  will  recognize
ordinary  income upon the  exercise of the option in an amount  equal to the 
excess of the fair market value of the option  shares on the  exercise  date 
over the option  price.  Such income will be treated as  compensation  to the
employee subject to applicable  withholding  requirements.  The Company is 
generally entitled to a tax deduction in an amount equal to the amount  taxable
to the employee as ordinary  income in the year the income is taxable to the
employee.  Any  appreciation  in value after the time of exercise  will be
taxable to the  employee as capital gain and will not result in a deduction by 
the Company.

Incentive  Stock  Options.  An employee who receives an incentive  stock option 
does not recognize  taxable  income upon the grant or exercise  of the option, 
and the Company is not  entitled  to a tax  deduction.  The  difference between 
the option price and the fair market value of the option shares on the date of 
exercise,  however,  will be treated as a tax preference  item for purposes of 
determining  the  alternative  minimum tax liability,  if any, of the  employee
in the year of  exercise.  The Company  will not be entitled to a deduction  
with respect to any item of tax preference.

An employee will  recognize  gain or loss upon the  disposition  of shares  
acquired from the exercise of incentive stock  options.  The nature of the gain
or loss  depends on how long the option  shares  were held.  If the option
shares are not disposed of pursuant to a  "disqualifying  disposition"  (i.e.,  
no  disposition  occurs  within two years from the date the option was granted 
nor one year from the date of  exercise),  the employee  will  recognize long-
term  capital gain or capital loss  depending on the selling  price of the 
shares.  If option  shares are sold or disposed of as part of a  disqualifying 
disposition,  the employee must recognize  ordinary income in an amount
equal to the lesser of the amount of gain  recognized on the sale, or the 
difference  between the fair market value of the option  shares on the date of 
exercise  and the option  price.  Any  additional  gain will be taxable to the
employee  as a long-term  or  short-term  capital  gain,  depending on how long
the option  shares were held.  The Company is generally entitled to a deduction
in computing its federal  income taxes for the year of disposition in an amount
equal to any amount taxable to the employee as ordinary income.

Stock  Appreciation  Rights.  An employee who receives  SARs does not recognize
taxable  income at the time of the award,  nor will the  Company be entitled to
a  deduction  at that time.  Instead,  the  employee  will  recognize
additional  compensation  taxable as ordinary income and subject to withholding,
and the Company will be entitled to a tax deduction at the time the SARs are 
exercised.

Other Stock-Based  Awards.  The income tax consequences of other stock-based  
awards will depend on how such awards are  structured.  Generally,  the Company
will be entitled to a tax  deduction  with respect to such awards only to the 
extent that the employee  recognizes  ordinary  income in connection with such 
awards.  It is anticipated  that other stock-based awards will result in
ordinary income to the participant in some amount.


The  closing  sale price of the  Company's  common  stock on March 31, 1997
as quoted on the  Nasdaq  National Market System, was $4.875 per share.

 

EXECUTIVE COMPENSATION


Summary Compensation 

The following table sets forth all  compensation  paid or accrued during each of
the last three fiscal years to the Chief  Executive  Officer  and each of the 
four other most  highly  compensated  executive  officers of the Company based
on salaries and bonuses  earned  during  fiscal 1996 (the "Named  Executive  
Officers").  No other  executive officer earned more than $100,000 in salary 
and bonuses during fiscal 1996.

                          Summary Compensation Table

                                                          Long-Term          
                            Annual Compensation         Compensation  All Other
Name and                                                 Securities     Compen-
                   Fiscal  Salary   Bonus   Other Annual Underlying     sation
Principal Position  Year     ($)    ($)(1)  Compensation ($)Options (2) ($) (3)

Brian D. McLaughlin 1996 $238,133 $80,000        --       15,000         $3,325
President and CEO   1995  226,936  75,000        --       10,000          3,234
                    1994  220,000    --          --       70,000 (4)      2,302

Roger J. Wolf       1996  148,500  75,000        --        3,000          2,880
Sr. VP, Secretary   1995  139,731  45,000        --       15,000          3,063
Treasurer and CFO   1994  135,000   7,000    $16,308 (5)   7,000          1,934

James D. Fabris     1996  122,500  50,000                 10,000          3,199
V. P.of the Company 1995  107,885  45,000        --        5,000          2,210
and President Hurco 1994   98,335    --          --       13,000          1,295
Machine Tool Products

David E. Platts     1996   93,917  20,000        --        5,000            --
Vice President      1995   87,834  15,000        --       10,000            --
Research&Development1994   85,000    --          --       15,000          1,124

Richard Blake       1996   87,373  46,311        --       15,000          3,841
V. P.of the Company 1995   61,932  39,700        --         --            2,699
and Managing Director1994  53,784  30,444        --        6,000          1,659
Hurco Europe Ltd.
- ---------------------------

(1)      Represents cash bonuses earned and paid in the subsequent year.
(2)      Represents  options  granted  under the stock option plan related to 
         the prior year's  performance,  other than specified below.  The
         Company has not granted any Stock Appreciation Rights (SARs).
(3)      Represents the Company's contribution to defined contribution plans.
(4)      Represents  options  granted  under the stock option plan to replace  
         options that had expired  during the fiscal year.
(5)      Represents  amounts  reimbursed  during the fiscal  year for the  
         payment of taxes  related to  relocation expenses.



Stock Options

The following table sets forth  information  related to options granted to the 
Named Executive  Officers during the 1996 fiscal year.  The Company has not 
granted any Stock Appreciation Rights (SARs).
                     Option Grants During 1996 Fiscal Year

                                          Individual Grants        Potential
                                 % of Total                 Realizable Value at
                     Number of    Options                      Assumed Annual
                     Securities Granted to                 Rates of Stock Price
                     Underlying  Employees  Exercise           Appreciation for
                      Options    in Fiscal   Price    Expiration Option Term (1)
Name                  Granted      Year    ($/SH)Date  5% ($)        10%($)

Brian D. McLaughlin  10,000 (2)    9.5%     $5.125     7/08/06  $32,231 $81,679
Roger J. Wolf         3,000 (2)    2.9%     $5.125     7/08/06  $ 9,669 $24,504
James D. Fabris      10,000 (3)    9.5%     $5.125     7/08/06  $32,231 $81,679
David E. Platts       5,000 (3)    4.8%     $5.125     7/08/06  $16,116 $40,839
Richard Blake        10,000 (3)    9.5%     $5.063    12/15/05  $31,840 $80,690
                      5,000 (3)    4.8%     $5.125     7/08/06  $16,116 $40,839
- ----------------------------
(1)      The potential  realizable value  illustrates value that might be 
         realized upon the exercise of the options immediately  prior  to the  
         expiration  of  their  terms,  assuming  the  specified  compounded 
         rates  of appreciation  on the  Company's  common  stock from the date
         of grant  through  the term of the  options.  These  numbers  do not 
         take  into  account  provisions  that may  result  in  termination  of
         the  options
         following termination of employment or the vesting periods of three
         years.
(2)      Options may be exercised in three equal annual  installments, or parts
         thereof,  commencing on the first anniversary date of the grant.
(3)      Options may be exercised in five equal annual  installments,  or parts
         thereof,  commencing  on the first anniversary date of the grant.

The following table sets forth  information  related to options  exercised 
during the 1996 fiscal year and options held at fiscal year-end by the Named
Executive Officers.  The Company does not have any outstanding SARs.

        Aggregated Option Exercises in Fiscal 1996 and Year-End Option Values

                                                                Value of
                                           Number of          Unexercised
                    Shares           Securities Underlying    In-the-Money
                   Acquired           Unexercised Options         Options
                      on       Value      at FY-End (#)       at FY-End ($) (1)
                   Exercise   Realized      Exer-    Unexer-  Exer-     Unexer-
Name                 (#)        ($)       cisable    cisable cisable    cisable

Brian D. McLaughlin   --        --         81,999     43,001 $101,665   $54,585
Roger J. Wolf         --        --         24,667     25,333 $ 13,667   $12,458
James D. Fabris       --        --         14,900     25,100 $ 35,050   $30,075
David E. Platts       --        --         16,000     14,000 $ 36,500   $ 8,500
Richard Blake         --        --          2,400     18,600 $  5,850   $ 8,775
- -----------------------------------------
(1)      Value is  calculated  based on the closing  market price of the common
         stock on October 31, 1996  ($4.625) less the option exercise price.


Compensation Committee Interlocks and Insider Participation

During fiscal 1996,  the members of the  Compensation  Committee were Hendrik J.
Hartong,  Jr., O. Curtis Noel and Charles E. Mitchell  Rentschler.  None of the 
Committee  members is a current or former  officer or employee of the Company 
or any of its  subsidiaries.  Mr.  Hartong is a director of Air Express  
International  Corporation  (AEI). Mr. Hartong is also a general partner of 
Brynwood  Management,  which is the general  partner of Brynwood  Partners
Limited  Partnership,  which has  substantial  ownership  interest in AEI. 
AEI  provides  freight  forwarding  and shipping  services for the Company. 
The cost of these freight services are negotiated on an arms-length  basis and
amounted to $1,773,000  for the fiscal year ended October 31, 1996. None of the
Committee  members are involved in any other relationships requiring disclosure
as an interlocking officer / director.


Employment Contracts

Brian  D.  McLaughlin   entered  into  an  employment   contract  on  December
14,  1987.  The  contract  term  is month-to-month.  Mr.  McLaughlin's  salary 
and bonus  arrangements  are set  annually  by the Board of  Directors.  Other 
compensation,  such as stock  option  grants,  is awarded  periodically  at the
discretion  of the Board of Directors.  As part of that  contract,  Mr.  
McLaughlin  is  entitled  to 12 months'  salary if his  employment  is 
terminated for any reason other than gross misconduct.

Roger J. Wolf  entered  into an  employment  contract on January 8, 1993.  
The contract  term is  unspecified.  Mr. Wolf's  salary and bonus  arrangements
are set annually by the Board of  Directors.  Other  compensation,  such as
stock  option  grants,  is  awarded  periodically  at the  discretion  of the 
Board of  Directors.  As part of that contract, Mr. Wolf is entitled to 12
months' salary if his employment is terminated without just cause.




                            SECURITY OWNERSHIP OF CERTAIN
                          BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of March 26, 1997,  regarding  
beneficial  ownership of the Company's common stock by each director and Named 
Executive  Officer,  by all  directors and executive  officers as a group,
and by certain other  beneficial  owners of more than 5% of the common stock.  
Each such person has sole voting and investment power with respect to such 
securities, except as otherwise noted.


                                                     Shares Beneficially Owned
Name and Address                                      Number          Percent

                          Other Beneficial Owners

Brynwood Partners Limited Partnership               1,390,001           21.3%
Two Soundview Avenue
Greenwich, Connecticut  06830

Wellington Management Co.                             630,500 (1)        9.7%
75 State Street
Boston, Massachusetts  02109

The TCW Group, Inc.                                   508,200            7.8%
865 South Figueroa Street
Los Angeles, California  90017


                     Directors and Executive Officers

Hendrik J. Hartong, Jr.                             1,685,492 (2,3)     25.8%

Andrew L. Lewis IV                                     14,000 (3)        0.2%

Brian D. McLaughlin                                   124,808 (4,5)      1.9%

E. Keith Moore                                         38,010 (6)        0.6%

Richard T. Niner                                    1,697,362 (2,3)     26.0%

O. Curtis Noel                                          5,000 (3)        0.1%

Charles E. Mitchell Rentschler                         30,000 (3,7)      0.5%

Roger J. Wolf                                          40,059 (8)        0.6%

James D. Fabris                                        20,200 (9)        0.3%

David E. Platts                                        20,700 (10)       0.3%

Richard Blake                                           5,400 (11)       0.1%

Executive officers and directors                    2,013,029 (2,12)    30.8%
as a group (12 persons)

(1)      Wellington Management Co. (WMC), a registered investment advisor, is
         deemed to have beneficial ownership of 630,500 shares of the Company's
         common stock, which is owned by various advisory clients of WMC.  
         WMC has no voting power for 70,000 shares, shared voting power for 
         353,100 shares and sole voting power for 207,400 shares.  WMC has 
         shared investment power for all shares.

(2)      Includes  1,390,001  shares owned by Brynwood  Partners  Limited  
         Partnership  and 278,001 shares owned by Brynwood  Partners II, L.P.
         Brynwood  Management  is the general  partner of each entity and Mr. 
         Hartong and Mr.  Niner are  general  partners  of  Brynwood Management
         and,  accordingly,  may be deemed to have beneficial ownership of 
         these shares.

(3)      Includes 5,000 shares subject to options that are exercisable within 
         60 days.

(4)      Includes 88,332 shares subject to options held by Mr. McLaughlin that
         are exercisable within 60 days.

(5)      Includes 10,876 shares owned by Mr. McLaughlin's wife and children, 
         as to which he may be deemed to have beneficial ownership.

(6)      Includes 11,000 shares subject to options held by Mr. Moore that are
         exercisable within 60 days.

(7)      Includes 6,000 shares owned by Mr. Rentschler's wife, as to which he 
         may be deemed to have beneficial ownership.

(8)      Includes 34,667 shares subject to options that are exercisable within 
         60 days.

(9)      Includes 19,700 shares subject to options that are exercisable within 
         60 days.

(10)     Includes 19,000 shares subject to options that are exercisable within 
         60 days.

(11)     Includes 5,400 shares subject to options that are exercisable within
         60 days.

(12)     Includes 203,099 shares subject to options that are exercisable within
         60 days.

Certain Relationships and Related Transactions

The Company and Air Express  International  Corporation (AEI) are related
parties because Brynwood Partners Limited Partnership holds a substantial  
ownership interest in both companies.  Two of the Company's directors,  Hendrik 
J. Hartong,  Jr. and Richard T. Niner,  are general partners of Brynwood  
Management,  which is the general partner of Brynwood  Partners  Limited
Partnership.  AEI provides freight  forwarding and shipping  services for the
Company.  The cost of these  freight  services are  negotiated  on an arms
length basis and amounted to  $1,773,000  the year ended October 31, 1996.  
There are no family  relationships  between any of the directors or executive  
officers of the Company.



                  BOARD OF DIRECTORS' COMPENSATION COMMITTEE
                      REPORT ON EXECUTIVE COMPENSATION

The  Compensation  Committee  of  the  Board  of  Directors  establishes  
policies  relating  to  the  compensation arrangements of the Chief Executive  
Officer and all other executive  officers and oversees the  administration  of
the Company's  employee  benefit plans. All decisions of the  Compensation 
Committee  relating to the compensation of the Company's executive officers are
reviewed by the full Board.

Compensation Policy

The goal of the  Company's  executive  compensation  policy is to ensure that 
an  appropriate  relationship  exists between  executive pay and the creation 
of shareholder  value,  while at the same time motivating and retaining key
employees.  To achieve this goal, the Company's  executive  compensation policy
integrates annual base compensation with incentive  compensation  plans based 
upon corporate  performance and individual  initiatives and  performance.
Measurement  of  corporate  performance  is  primarily  based on Company  goals
and  industry  performance  levels. Accordingly,  in years in which  performance
goals  and  industry  levels  are  achieved  or  exceeded,  executive 
compensation  tends  to be  higher  than  in  years  in  which  performance  is
below  expectations.  Annual  cash compensation,  together with stock option
incentives,  are designed to attract and retain qualified  executives and
to ensure that such executives have a continuing stake in the long-term success
of the Company.

Stock  options  are  granted  from  time to time to key  employees,  based 
primarily  on such  person's  potential contribution to the Company's growth
and  profitability.  The  Compensation  Committee feels that stock options are
an effective  incentive for managers to create value for  shareholders  since 
the value of an option bears a direct relationship to the Company's stock price.
The Compensation  Committee  believes that linking  compensation for the Chief
Executive  Officer and all other executive  officers to corporate  performance 
results in a better alignment of  compensation  with  corporate  goals and  
shareholder  interest.  As  performance  goals  are met or  exceeded, resulting
in increased value to shareholders, executives are rewarded commensurately.

Fiscal 1996 Executive Compensation

For fiscal  1996,  the  Company's  compensation  program for the Chief 
Executive  Officer and all other  executive officers consisted of (i) base 
salary; (ii) a bonus pool based upon the performance  measurements  described
above; and (iii) stock option awards.  During fiscal year 1996, the annual  
compensation  of the Chief  Executive  Officer included base salary,  which was
increased from fiscal 1995 for a cost-of-living  adjustment,  and a bonus based
on the  performance  of the Company for the fiscal  year.  Additional  stock  
options  were also  granted to him as an incentive to continue building  
shareholder  value. The Committee  believes that compensation  levels for the 
Chief Executive  Officer and all other executive  officers and key employees  
during fiscal 1996  adequately  reflect the Company's compensation goals and 
policies.

                                                  Hendrik J. Hartong, Jr.
                                                  O. Curtis Noel
                                                  Charles E. Mitchell Rentschler


                            PERFORMANCE GRAPH


The following graph  illustrates the cumulative  total  shareholder  return on
Hurco Common Stock for the five-year period ended  October 31, 1996,  as 
compared to the NASDAQ  stock  market  index for U.S.  companies  and to a peer
group consisting of NASDAQ traded  securities for U.S.  companies in the same 
Standard  Industrial Code (SIC) group as Hurco  (Industrial  and  Commercial 
Machining  and  Computer  Equipment).  The  comparisons  in this  table are
required by the  Securities  and Exchange  Commission and are not intended to 
forecast or be indicative of possible future performance of Hurco common stock.


           (graph to be submitted with Definitive Proxy Statement)




                        INCORPORATION BY REFERENCE

The following  information has been  incorporated  by reference into this proxy
statement:  The audited  financial statements  of the  Company and Management's
Discussion  and  Analysis  of  Financial  Condition  and Results of Operations
contained in the  Company's  1996 Annual  Report to  Shareholders,  which is
being mailed  concurrently herewith.  You are encouraged to review the financial
information  contained in the Annual Report before voting on the proposal to
amend the Company's Amended and Restated Articles of Incorporation.

                         INDEPENDENT ACCOUNTANTS

Arthur  Andersen LLP served as the  independent  accountants  to audit the  
financial  statements  of Hurco for the fiscal year ended  October 31,  1996.  
Representatives  of Arthur  Andersen  LLP are  expected to be present at the
Annual Meeting, will have the opportunity to make a statement if they so desire,
and will be available to respond to appropriate  questions from  shareholders. 
The Board of Directors  expects to reappoint  Arthur Andersen LLP as
independent accountants to serve for the fiscal year ended October 31, 1997.

                          SHAREHOLDER PROPOSALS

Any proper proposal which a shareholder  wishes to submit for  consideration by
the Shareholders at the 1998 Annual Meeting  must be received  by the  Company
by  December  11,  1997.  In order to be  considered  at the 1998 Annual
Meeting,  shareholder  proposals  must comply with the advance  notice and 
eligibility  requirements  contained in Article II, Section 9 of the Company's  
By-laws,  a copy of which is available upon request.  Such requests and any
shareholder  proposals should be sent to Roger J. Wolf,  Secretary,  Hurco 
Companies,  Inc., One Technology Way, P.O. Box 68180, Indianapolis, Indiana 
46268.

                       ANNUAL REPORT ON FORM 10-K

The Company  filed its Annual  Report on Form 10-K for the fiscal year ended
October 31, 1996 with the  Securities and Exchange  Commission.  A copy of the 
Form 10-K without exhibits,  is included in the Company's Annual Report to
Shareholders.  Shareholders  may  obtain a copy of the  complete  exhibits  to
the Form 10-K by writing to Roger J. Wolf,  Senior  Vice-President  and Chief
Financial  Officer,  Hurco Companies,  Inc., One Technology Way, P. O. Box
68180, Indianapolis, Indiana 46268.

                               OTHER BUSINESS

The Board of  Directors  knows of no other  matters  which may be  presented 
at the Annual  Meeting.  If any other matters should properly come before the 
Annual  Meeting,  the persons named in the enclosed form of proxy will vote
in accordance with their business judgment on such matters.



                                       By order of the Board of Directors




                                          Roger J. Wolf, Secretary


April 23, 1997


                                                                      EXHIBIT A


                               
                PROPOSED AMENDMENT TO THE AMENDED AND
                  RESTATED ARTICLES OF INCORPORATION
                                  OF
                         HURCO COMPANIES, INC.


                              ARTICLE IV

                           Number of Shares

         The total number of shares which the  Corporation  shall have 
authority to issue is 13,500,000  consisting of 12,500,000  shares of Common 
Stock, no par value (the "Common Stock"),  and 1,000,000 shares of Preferred.
Stock, no par value (the "Preferred Stock").


                                ARTICLE V

                       Terms of Authorized Shares

         Section  1.  Designation.  The  authorized  shares  of the  Corporation
shall  be  divided  into  two (2) classes, as follows:

                  (i)      12,500,000  shares of Common Stock.  The shares of
                           Common Stock shall be identical  with each other in 
                           all respects.

                  (ii)     1,000,000  shares of Preferred  Stock,  which shares
                           may  hereafter be issued in one or more series as 
                           provided in Section 2.

         Section 2. Rights,  Privileges,  Limitations  and  Restrictions  of
Preferred  Stock.  Except as otherwise provided  in these  Articles,  the 
Board of  Directors  is  vested  with  authority  to  determine  and  state the
designation and the relative  preferences,  limitations,  voting rights, if any,
and other rights of each series of Preferred  Stock by the adoption and filing
in  accordance  with the  Corporation  Law,  before the issuance of any shares 
of such series of Preferred  Stock,  of an amendment or amendments to these  
Articles of  Incorporation,  as the same may, from time to time, be amended,  
determining the terms of such series of Preferred  Stock.  All shares of 
Preferred  Stock of the same series shall be identical  with each other in all 
respects.  Without  limiting the generality of the foregoing, the Board of
Directors shall have the authority to determine the following:

(i) The  designation  of such series,  the number of shares  which shall 
    initially constitute  such series and the stated value thereof if different
    from the par value thereof;



                        
(ii)     Whether the shares of such series shall have voting rights,  in 
         addition to any voting  rights  provided by law,  and, if so, the terms
         of such voting  rights, which may be  special,  conditional  or limited
         or no voting  rights  except as required by law;

(iii)   The  rate or  rates  and  the  time or  times  at  which  dividends and
        other distributions  on the shares of such series shall be paid, the 
        relationship or priority of such  dividends to those payable on Common
        Stock or to other series of Preferred Stock, and whether or not any 
        such dividends shall be cumulative;

 (iv)    The amount  payable on the shares of such series in the event of the 
         voluntary or  involuntary  liquidation,  dissolution  or winding up of
         the affairs of the Corporation,  and the relative priorities, if any,
         to be accorded such payments in liquidation;

  (v)    The terms and  conditions  upon which  either the  Corporation  may  
         exercise a right to redeem  shares of such  series or upon which the 
         holder of such shares may  exercise a right to require  redemption 
         of such  shareholder's  Preferred Stock,  including  any  premiums or  
         penalties  applicable  to exercise of such rights;

 (vi)    Whether  or not a sinking  fund  shall be  created  for the redemption
         of the shares of such series, and the terms and conditions of any such
         fund;

(vii)    Rights,  if any,  to convert any shares of such  series,  either into 
         shares of Common Stock or into other series of Preferred  Stock and 
         the prices,  premiums or penalties, ratios and other terms applicable
         to any such conversion;

(viii)    Restrictions  on acquisition,  rights of first refusal or other  
          limitations on transfer as may be applicable to such series,  
          including any series intended tobe offered to a special class or
          group; and

  (ix)     Any  other  relative  rights,  preferences,   limitations,  
           qualifications  or restrictions on such series of Preferred  Stock, 
           including rights and remedies in the event of default in connection 
           with dividends,  other  distributions  or redemptions.



                                  
         Section 3.  Liquidation  Rights.  In the event of any voluntary or  
involuntary  liquidation,  dissolution or winding up of the  Corporation,  the
holders of the shares of Common Stock shall be entitled,  after  payment or
provision for payment of the debts and other  liabilities of the  Corporation 
and any  preferential  amounts to be distributed  to holders of the  Preferred 
Stock and any other class or series of stock then  outstanding  having a
priority over the Common Stock,  in the event of voluntary or involuntary  
liquidation,  dissolution or winding up, to share ratably in the remaining net 
assets of the Corporation.

         Section  4.  Issuance  of  Shares.  The Board of  Directors  has  
authority  to  authorize  and direct the issuance by the Corporation of shares 
of Preferred  Stock and Common Stock at such times, in such amounts,  to such
persons,  for such considerations and upon such terms and conditions as it may,
from time to time,  determine upon, subject only to the restrictions,  
limitations,  conditions and requirements  imposed by the Corporation Law, other
applicable law and these Articles of Incorporation, as the same may, from time
to time, be amended.

         Section 5.  Distributions  Upon Shares.  The Board of Directors  has 
authority to authorize and direct the payment  of  dividends  and the  making 
of other  distributions  by the  Corporation  in  respect of the issued and
outstanding  shares of  Preferred  Stock and Common  Stock (i) at such times,  
in such amount and forms,  from such sources and upon such terms and conditions
as it may,  from time to time,  determine  upon,  subject  only to the
restrictions,  limitations,  conditions and  requirements  imposed by the
Corporation Law, other applicable law and these  Articles of  Incorporation,  
as the same may, from time to time, be amended;  and (ii) in shares of the same
class or series or in shares of any other class or series  without  obtaining 
the  affirmative  vote or the written consent of the holders of the shares of 
the class or series in which the payment or distribution is to be made.

         Section 6.  Acquisition  of Shares.  The Board of Directors  has  
authority  to  authorize  and direct the acquisition by the  Corporation of the 
issued and  outstanding  shares of Preferred  Stock and Common Stock at such
times,  in such amounts,  from such persons,  for such  consideration,  from 
such sources,  and upon such terms and conditions  as it may,  from  time  to 
time,  determine  upon,  subject  only  to the  restrictions,  limitations,
conditions  and  requirements  imposed  by the  Corporation  Law,  other  
applicable  law  and  these  Articles  of Incorporation, as the same may, from 
time to time, be amended.

         Section 7. No  Pre-emptive  Rights.  The holders of the Common  Stock
and the holders of any series of the Preferred  Stock  shall  have no  
pre-emptive  rights to  subscribe  to or  purchase  any  shares of Common Stock,
Preferred Stock, or other securities of the Corporation.

         Section 8.  Record  Ownership  of Shares or Rights.  The  Corporation,
to the  extent  permitted  by law, shall be entitled to treat the person in
whose name any share or right of the

                              
         Corporation  is registered  on the books of the  Corporation  as the 
owner  thereof for all purposes,  and shall not be bound to  recognize  any  
equitable  or any other claim to, or interest in, such share or right on the
part of any other person, whether or not the Corporation shall have notice 
thereof.

                              ARTICLE VI

                      Voting Rights of Shares

         The shares of the Corporation shall have the following voting rights.

         Section 1. Common Stock.  Except as otherwise  provided by the 
Corporation  Law or by these Articles,  the record holder of each  authorized, 
issued and outstanding  share of Common Stock shall be entitled to one (1) vote
for each such share on all matters submitted to shareholders for a vote.

         Section  2.  Preferred  Stock.  Except  as  specifically  provided  in
the  Corporation  Law,  holders  of outstanding  shares of  Preferred  Stock of
any series  shall have such voting  rights,  if any, as provided in the
amendment  or  amendments  to these  Articles of  Incorporation  determining  
the terms of such series of Preferred Stock.
















                                                        EXHIBIT B


                           
                         HURCO COMPANIES, INC.
               1997 STOCK OPTION AND INCENTIVE PLAN

                  1.       Plan  Purpose.  The purpose of the Plan is to promote
the  long-term  interests  of the Company and its  shareholders  by providing a
means for attracting and retaining  officers and key employees of the
Company and its Affiliates.

                  2.       Definitions.  The following definitions are 
applicable to the Plan:

                  "Affiliate"--  means any "parent  corporation"  or 
"subsidiary  corporation"  of the Company as such terms are defined in Code
sections 424(e) and (f), respectively.

                  "Affiliated  SAR" -- means a SAR that is granted in connection
with a related  Option,  and which automatically  will be deemed to be 
exercised  at the same time that the related  Option is  exercised.  The deemed
exercise of an  Affiliated  SAR shall not  necessitate  a reduction in the 
number of Shares  subject to the related Option.

                  "Award" -- means the grant by the  Committee  of Incentive
Stock  Options,  Non-Qualified  Stock Options, SARs, Restricted Shares, 
Performance Shares or any combination thereof, as provided in the Plan.

                  "Award  Agreement"  -- means the  written  agreement  setting
forth  the  terms  and  provisions pplicable to each Award granted under the
Plan.

                  "Base  Price"  -- means  the  amount  over  which the 
appreciation  in value of a Share  will be measured upon exercise of an SAR.

                  "Board" -- means the Board of Directors of the Company.

                  "Change in Control" -- means each of the events  specified
in the  following  clauses (i) through (iii):  (i) any  third  person, 
including a "group" as defined in  Section 13(d)(3)  of the Exchange Act after 
the date of the adoption of the Plan by the Board,  first  becomes the 
beneficial  owner of shares of the Company with respect  to which  25% or more 
of the  total  number of votes for the  election  of the Board of  Directors  
of the Company may be cast, (ii) as a result of, or in connection with, any 
cash tender offer,  exchange offer,  merger or other business  combination, 
sale of assets or contested  election,  or combination of the foregoing,  the
persons who were  directors  of the Company  shall cease to  constitute a 
majority of the Board of Directors of the Company or (iii) the  shareholders  
of the Company shall approve an agreement  providing  either for a transaction 
in which the Company will cease to be an  independent  publicly  owned entity 
or for a sale or other  disposition  of all or substantially  all the assets of
the Company;  provided,  however,  that the occurrence of any of such events 
shall not be  deemed a Change  in  Control  if,  prior to such  occurrence,  a 
resolution  specifically  approving  such occurrence shall have been adopted by.
at least a majority of the Board of Directors of the Company.

          "Code" -- means the Internal Revenue Code of 1986, as amended.

"Committee" -- means the Committee appointed by the Board pursuant to Section 3

                         
                   of the Plan.

                  "Company" -- means Hurco Companies, Inc., an Indiana 
                   corporation.

                  "Continuous  Service" --  means the absence of any  
                   interruption  or termination of service as an Employee of the
                   Company or an Affiliate.  Service shall not be  considered  
                   interrupted  in the case of sick leave, military  leave or 
                   any other leave of absence  approved by the Company 
                   or in the case of any  transfer  between the Company and an
                   Affiliate or any successor to the Company.

                  "Director" -- means any individual who is a member of the
                   Board.

                  "Disability" -- means total and permanent  disability as 
                   determined by the Committee pursuant to Code section 22(e)
                   (3).

                  "Employee" --  means any  person,  including  an  officer or
                   Director,  who is  employed  by the Company or any Affiliate.

                  "Exchange Act" -- means the Securities Exchange Act of 1934,
                   as amended.

                  "Exercise  Price" --  means the price per Share at which the
                   Shares  subject to an Option may be purchased upon exercise 
                   of the Option.

                  "Freestanding SAR" -- means a SAR that is granted 
                   independently of any Option.

                  "Incentive  Stock  Option"  -- means an  option  to  purchase
                   Shares  granted  by the  Committee pursuant to the terms of 
                   the Plan which is intended to qualify under Code section 422.

                  "Market  Value" --  means the last  reported  sale price on
                   the date in question (or, if there is no reported sale on 
                   such date,  on the last  preceding  date on which any 
                   reported  sale  occurred) of one Share on the principal  
                   exchange on which the Shares are listed for trading,  or if 
                   the Shares are not listed for trading on any exchange,  the 
                   average  trading  price of one share on the date in question
                   as reported on the Nasdaq  National Market or any  similar  
                   system then in use,  or, if the Shares are not listed on the
                   Nasdaq  National  Market,  the mean  between the  closing  
                   high bid and low asked  quotations  of one Share on the date
                   in question as reported by Nasdaq or any similar system then
                   in use, or, if no such  quotations  are available,  the fair
                   market value on such date of one Share as the Committee shall
                   determine.

                  "Non-Qualified  Stock  Option" -- means an option to  purchase
                   Shares  granted by the  Committee pursuant to the terms of 
                   the Plan, which option is not intended to qualify under Code
                   section 422. "Option" -- means an Incentive Stock Option or 
                   a Non-Qualified Stock Option.

                  "Participant"  -- means any  Employee  of the  Company or any
                   Affiliate  who is  selected by the Committee to receive an
                   Award.

                  "Performance Cycle" -- means the period of time, designated 
                   by the Committee, over which Performance Shares may be 
                   earned.

                  "Performance Shares" -- means Shares awarded pursuant to 
                   Section 12 of the Plan.

                  "Plan" -- means the Hurco Companies, Inc., 1997 Stock Option 
                   and Incentive Plan.

                  "Reorganization" --  means  the  liquidation  or  dissolution
                   of  the  Company  or  any  merger, consolidation  or  
                   combination  of the Company  (other than a merger,  
                   consolidation  or  combination  in which the Company is the 
                   continuing  entity and which does not result in the  
                   outstanding  Shares  being  converted  into or exchanged for
                   different securities, cash or other property or any 
                   combination thereof).

                  "Restricted  Period" -- means the period of time  selected 
                   by the  Committee  for the purpose of determining when
                   restrictions are in effect under Section 10 of the Plan with
                   respect to Restricted Shares.

                  "Restricted  Shares" -- means Shares which have been  
                   contingently  awarded to a  Participant  by the Committee 
                   subject to the restrictions  referred to in Section 10 of the
                   Plan, so long as such restrictions are in effect.

                  "Retirement"  -- means a  Participant's  cessation  of  
                   Continuous  Service on or after age 65 or such other age as 
                   set forth in the Company's retirement policy as in effect 
                   from time to time.

                  "Stock  Appreciation  Right" or "SAR" -- means an Award, 
                   granted alone or in  connection  with a related Option,
                   pursuant to Section 11 of the Plan.

                  "Securities Act" -- means the Securities Act of 1933, as
                   amended.

                  "Shares" -- means the shares of common stock, no par value, 
                   of the Company.

                  "Tandem SAR" -- means a SAR that is granted in  connection  
                   with a related  Option,  the exercise of which shall require
                   forfeiture  of the right to purchase an equal  number of
                   Shares  under the related  Option (and when a Share is 
                   purchased under the Option, the SAR shall be canceled to the
                   same extent).

                  3.       Administration.  The Plan shall be  administered  by
                   the Committee,  which shall consist of two or more members
                   of the Board,  each of whom shall be a "non-employee 
                   director" as provided under Rule 16b-3 of the  Exchange  Act,
                   and an  "outside  director"  as  provided  under Code section
                   162(m).  The members of the Committee  shall be  appointed 
                   by the  Board.  Except as  limited  by the  express  
                   provisions  of the  Plan,  the Committee shall have sole and
                   complete  authority and discretion to (a) select Participants
                   and grant Awards;  (b) determine  the  number of Shares  to
                   be  subject  to types of Awards  generally,  as well as to 
                   individual  Awards granted under the Plan;  (c) determine 
                   the terms and conditions upon which Awards shall be granted
                   under the Plan; (d) prescribe  the  form  and  terms  of 
                   Award  Agreements;  (e) establish  procedures  and  
                   regulations  for  the administration of the Plan; (f) 
                   interpret the Plan; and (g) make all  determinations  deemed
                   necessary or advisable for the administration of the Plan.
                  A  majority  of the  Committee  shall  constitute  a quorum, 
                  and the acts of a  majority  of the members  present at any 
                  meeting at which a quorum is  present,  or acts  approved in 
                  writing by all members of the Committee  without  a  meeting,
                  shall be acts of the  Committee.  All  determinations  and 
                  decisions  made by the Committee  pursuant to the  provisions
                  of the Plan shall be final,  conclusive,  and binding on all 
                  persons,  and shall be given the maximum deference permitted
                  by law.

                  4.       Participants.  The  Committee  may  select from time
                   to time  Participants  in the Plan from those officers and
                   key Employees of the Company or its Affiliates  who, in the 
                   opinion of the Committee,  have the  capacity  for  
                   contributing  in a  substantial  measure to the  successful
                   performance  of the Company or its Affiliates.

                  5.       Shares  Subject  to  Plan,   Limitations  on  Grants
                   and  Exercise  Price.  Subject  to adjustment by the
                   operation of Section 13 hereof:

                           (a)      The  maximum  number  of  Shares  which  may
                  be  issued  with respect  to Awards  made  under the Plan is
                  500,000  Shares.  The  Shares  with respect to which  Awards 
                  may be made  under the Plan may either be  authorized
                  and unissued shares or unissued shares  heretofore or 
                  hereafter  reacquired and held  as  treasury   shares.   Any
                  Award  which  expires,   terminates  or  is surrendered  for
                  cancellation  or with respect to  Restricted  Shares which is
                  forfeited  (so  long  as any  cash  dividends  paid  on such
                  Shares  are  also forfeited),  may be subject to new  Awards
                  under the Plan with  respect to the number of Shares as to
                  which a termination or forfeiture has occurred.

                           (b)      The number of Shares  which may be granted
                  under the Plan to any  Participant  during the term of the 
                  Plan  under all forms of Awards  shall not exceed 100,000 
                  Shares.

                           (c)      Notwithstanding  any other  provision  under
                  the  Plan,  the Exercise  Price  for any  Incentive  Stock 
                  Option  and the Base  Price for any Tandem or Affiliated SAR.
                  granted in connection  with an Incentive  Stock Option
                  awarded  under the Plan may not be less than the Market Value
                  of the Shares on the date of grant.

                  6.       General  Terms and  Conditions of Options.  The  
                  Committee  shall have full and complete authority  and  
                  discretion,  except as expressly  limited by the Plan,  to 
                  grant Options and to prescribe the terms and conditions  
                  (which need not be identical  among  Participants)  of the 
                  Options.  Each Option shall be evidenced by an Award Agreement
                  that  shall  specify:  (a) the  Exercise  Price,  (b) the 
                  number of Shares  subject to the Option,  (c) the  expiration
                  date of the Option,  (d) the  manner,  time and rate 
                  (cumulative  or  otherwise)  of exercise  of the Option,  (e)
                  the  restrictions,  if any, to be placed upon the Option or
                  upon Shares  which may be issued upon exercise of the Option,
                  (f) the  conditions,  if any, under which a Participant may
                  transfer or assign Options,  and (g) any other terms and 
                  conditions as the Committee,  in its sole discretion,  shall 
                  determine.  The Committee  may,  as a  condition  of granting
                  any  Option,  require  that a  Participant  agree to  
                  surrender  for cancellation one or more Options previously 
                  granted to such Participant.

    
                  7.       Exercise of Options.

                           (a)      Except as  provided in Section  16, an 
                  Option  granted  under the Plan shall be  exercisable  during
                  the lifetime of the  Participant to whom such Option was
                  granted  only by such  Participant,  and except as provided in
                  Section  8 of the  Plan,  no  Option  may be  exercised  
                  unless at the time the Participant  exercises the Option, the
                  Participant  has maintained  Continuous Service since the date
                  of the grant of the Option.

                           (b)      To exercise an Option under the Plan,  the
                  Participant  must give  written  notice to the  Company  
                  specifying  the  number  of Shares  with respect to which the
                  Participant  elects to exercise the Option  together with
                  full payment of the Exercise  Price.  The date of exercise 
                  shall be the date on which  the  notice is  received  by the 
                  Company.  Payment  may be made  either (i) in  cash   
                  (including   check,   bank  draft  or  money   order),(ii) by
                  tendering Shares  already owned by the Participant and having
                  a Market Value on the date of exercise equal to the Exercise 
                  Price,  (iii) by requesting that the Company  withhold Shares
                  issuable upon exercise of the Option having a Market
                  Value equal to the Exercise  Price,  or (iv) by any other 
                  means  determined  by the Committee in its sole discretion.

                  8.       Termination  of Options.  Unless  otherwise  
                  specifically  provided by the  Committee in the Award 
                  Agreement or any amendment thereto, Options shall terminate 
                  as provided in this Section.

                           (a)      Unless  sooner   terminated  under  the  
                  provisions  of  this Section,  Options  shall  expire on the 
                  earlier of the date  specified  in the Award Agreement or the 
                  expiration of ten (10) years from the date of grant.

                           (b)      If the Continuous  Service of a Participant
                  is terminated for cause,  or  voluntarily  by the  Participant
                  for any reason  other than death, Disability  or  Retirement,
                  all  rights  under  any  Options  granted  to  the
                  Participant  shall terminate  immediately upon the  
                  Participant's  cessation of Continuous Service.

                           (c)      If the  Continuous  Service of a Participant
                  is terminated by reason  of  Retirement  or  terminated  by
                  the  Company  without  cause,   the Participant  may exercise
                  outstanding   Options  to  the  extent  that  the
                  Participant  was  entitled to exercise  the Options at the 
                  date of cessation of Continuous Service,  but only within the
                  period of three (3) months immediately succeeding the 
                  Participant's  cessation of Continuous Service,  and in no 
                  event after the applicable expiration dates of the Options.
                                      
                           (d)      In the event of the  Participant's  death
                  or Disability,  the Participant or the Participant's 
                  beneficiary,  as the case may be, may exercise outstanding
                  Options  to the  extent  that  the  Participant  was entitled
                  to exercise the Options at the date of cessation of Continuous
                  Service,  but only within the one-year period immediately  
                  succeeding the Participant's  cessation of Continuous Service
                  by reason of death or Disability,  and in no event after
                  the applicable expiration date of the Options.

                  9.       Incentive  Stock Options.  Incentive  Stock Options 
may be granted only to  Participants who are  Employees.  Any  provisions of the
Plan to the contrary  notwithstanding,  (a) no  Incentive  Stock Option
shall be  granted  more than ten years from the  earlier of the date the Plan is
adopted by the Board of  Directors of the Company or approved by the Company's 
Shareholders,  (b) no Incentive Stock Option shall be exercisable more
than ten years from the date the Incentive Stock Option is granted,  (c) the  
Exercise Price of any Incentive Stock Option shall not be less than the Market
Value per Share on the date such  Incentive  Stock Option is granted,  (d)
any Incentive  Stock Option shall not be  transferable  by the  Participant to
whom such Incentive  Stock Option is granted  other  than by will or the  laws
of  descent  and  distribution  and  shall  be  exercisable  during  such
Participant's  lifetime  only by such  Participant,  (e) no  Incentive  Stock 
Option  shall be granted  which would permit a Participant to acquire,  through
the exercise of Incentive  Stock Options in any calendar year,  under all
plans of the Company and its  Affiliate,  Shares having an aggregate  Market 
Value  (determined  as of the time any Incentive  Stock  Option is granted) in 
excess of  $100,000  (determined  by  assuming  that the  Participant  will
exercise  each  Incentive  Stock  Option  on the date that  such  Option  first
becomes  exercisable),  and (f) no Incentive  Stock  Option  may be  exercised 
more  than  three (3)  months  after the  Participant's  cessation  of
Continuous  Service (one (1) year in the case of Disability) for any reason
other than death.  Notwithstanding  the foregoing,  in the case of any 
Participant who, at the date of grant,  owns shares  possessing more than 10% 
of the total  combined  voting power of all classes of capital stock of the 
Company or any  Affiliate,  the Exercise Price of any  Incentive  Stock  Option
shall  not be less  than  110% of the  Market  Value  per  Share on the date 
such Incentive  Stock Option is granted and such Incentive  Stock Option shall 
not be  exercisable  more than five years from the date such Incentive Stock 
Option is granted.

                  10.      Terms and Conditions of Restricted  Shares.  The 
Committee  shall have full and complete authority,  subject to the  limitations
of the Plan,  to grant Awards of  Restricted  Shares and to prescribe  the
terms and  conditions  (which  need not be  identical  among  Participants)  
in respect of the  Awards.  Unless the Committee otherwise  specifically  
provides in the Award Agreement,  an Award of Restricted Shares shall be subject
to the following provisions:

                           (a)      At the time of an Award of Restricted  
                  Shares,  the Committee shall  establish for each  Participant
                  a Restricted  Period during which, or at the  expiration  of 
                  which,  the  Restricted  Shares  shall  vest.  Subject  to
                  paragraph (e) of this Section,  the Participant  shall have 
                  all the rights of a shareholder  with respect to the 
                  Restricted  Shares,  including but not limited to, the right
                  to receive all dividends  paid on the  Restricted  Shares and 
                  the right to vote the Restricted  Shares.  The Committee  
                  shall have the authority, in its discretion, to
                  accelerate  the time at  which  any or all of the  
                  restrictions  shall lapse with  respect to any  Restricted 
                  Shares prior to the  expiration  of the Restricted  Period,  
                  or to  remove  any or all  restrictions,  whenever  it may
                  determine  that such action is  appropriate  by reason of
                  changes in applicable tax or  other  laws or other  changes
                  in  circumstances  occurring  after  the commencement of the
                  Restricted Period.

                           (b)      If a Participant  ceases  Continuous  
                  Service for any reason, including  death,  before the 
                  Restricted  Shares have vested,  a  Participant's
                  rights with  respect to the  unvested  portion of the  
                  Restricted  Shares shall terminate and be returned to the .
                  Company.
                           (c)      Each  certificate  issued in  respect  to  
                  Restricted  Shares shall  be  registered  in the  name of the
                  Participant  and  deposited  by the Participant,  together 
                  with a stock power  endorsed in blank,  with the Company
                  and shall bear the following (or a similar) legend:

                            "The  transferability  of this certificate and the 
                  shares  represented hereby  are  subject  to  the  terms  and
                  conditions  (including   forfeiture)contained  in the 1997 
                  Stock  Option  and  Incentive  Plan of Hurco  Companies,
                  Inc.,  and an Award  Agreement  entered into between the  
                  registered  owner and Hurco  Companies,  Inc.  Copies of the 
                  Plan and Award  Agreement are on file in the office of the 
                  Secretary of the Company."

                           (d)      At  the  time  of  an  Award  of   
                  Restricted   Shares,   the Participant  shall  enter into an 
                  Award  Agreement  with the  Company in a form specified by 
                  the Committee agreeing to the terms and conditions of the 
                  Award.

                           (e)      At the time of an Award of Restricted  
                  Shares,  the Committee may,  in its  discretion,  determine  
                  that the  payment to the  Participant  of dividends  declared
                  or paid on the  Restricted  Shares  by the  Company,  or a
                  specified portion thereof,  shall be deferred until the 
                  earlier to occur of (i) the lapsing of the restrictions  
                  imposed with respect to the Restricted Shares, or (ii) the 
                  forfeiture of such  Restricted  Shares under  paragraph (b) 
                  of this Section,  and shall be held by the Company  for the 
                  account of the  Participant until such time.  In the event of
                  deferral,  there shall be credited at the end of each year 
                 (or portion thereof)  interest on the amount of the account at 
                  the beginning of the year at a rate per annum as the 
                  Committee,  in its discretion, may determine.  Payment of 
                  deferred dividends,  together with accrued interest, shall be
                  made upon the  earlier  to occur of the  events  specified in
                  (i) and (ii) of this paragraph.

                           (f)      At  the  expiration  of  the  restrictions  
                  imposed  by  this Section, the Company shall redeliver to the
                  Participant the certificate(s) and stock power deposited with
                  the Company pursuant to  paragraph  (c) of this Section and 
                  the Shares represented  by the certificate(s) shall be free
                  of all restrictions.

                           (g)      No Award of  Restricted  Shares may be 
                  assigned,  transferred or encumbered.

                  11.      Grant of SARs.  Subject  to the terms  and  
                  conditions  of the Plan,  a SAR Award may be made to  
                  Participants  at any time and from  time to time as shall  be
                  determined  by the  Committee,  in its sole discretion.  The 
                  Committee may grant Affiliated SARs,  Freestanding  SARs, 
                  Tandem SARs, or any combination  thereof as follows:

                           (a)      The Committee,  subject to the limitations 
                  of the Plan, shall have complete  discretion  to determine the
                  Exercise  Price and other terms and conditions  of SARs 
                  granted  under the Plan.  Each SAR Award shall be evidenced
                  by an Award  Agreement  specifying  the  terms  and  
                  conditions  of the  Award, including its term, the Base Price
                  and the conditions of exercise.

                           (b)      The  Base  Price  of  Shares  with  respect
                  to a  Tandem  or Affiliated  SAR Award shall equal the  
                  Exercise  Price of the Shares  under the related Option.

                           (c)      Tandem  SARs may be  exercised  for all or 
                  part of the Shares subject to the related  Option upon the  
                  surrender of the right to exercise the equivalent  portion of
                  the related  Option.  A Tandem SAR may be exercised only
                  with  respect to the Shares for which its related  Option is 
                  then  exercisable. With  respect to a Tandem SAR granted in 
                  connection  with an  Incentive  Stock Option:  (i) the Tandem
                  SAR shall  expire no later than the  expiration  of the
                  underlying  Incentive  Stock Option;  (ii) the value of the 
                  payout with respectto the Tandem SAR shall be for no more than
                  one hundred  percent  (100%) of the difference between the 
                  Exercise Price of the underlying  Incentive Stock Option
                  and the Market Value of the Shares  subject to the underlying 
                  Incentive  Stock Option at the time the Tandem SAR is 
                  exercised;  and (iii) the Tandem SAR shall be exercisable  
                  only  when the  Market  Value  of the  Shares  subject  to the
                  Incentive  Stock  Option  exceeds the  Exercise  Price of the
                  Incentive  Stock Option.

                           (d)      Upon  exercise of a SAR, a  Participant  
                  shall be entitled to receive payment from the Company in an 
                  amount determined by multiplying:

                                    (i) The  difference  between  the Market  
                  Value of a Share on the date of exercise over the Base Price;
                  times

                                    (ii) The number of Shares with  respect to 
                 which the SAR Award is exercised.

                           At the discretion of the Committee,  payment for a 
                 SAR may be in cash, Shares or a combination thereof.

                  12.      Performance  Shares.  The  Committee,  in its sole  
discretion,  may  from  time to time authorize  the grant of  Performance 
Shares upon the  achievement  of  performance  goals (which may be cumulative
and/or  alternative)  as may be  established,  in writing,  by the Committee
based on any one or any combination of the  following  business  criteria:  (a)
earnings  per  Share;  (b) return on  equity;  (c) return on assets;  (d)
operating  income;  or (e) Market Value per Share.  At the time as it is  
certified,  in writing,  by the Committee that the  performance  goals  
established  by the Committee  have been attained or otherwise  satisfied  
within the Performance  Cycle,  the  Committee  shall  authorize  the  payment
of cash in lieu of  Performance  Shares or the issuance of  Performance  Shares
registered in the name of the  Participant, or a combination of cash and Shares.
The grant of an Award of  Performance  Shares  shall be evidenced by an Award  
Agreement  containing  the terms and conditions of the Award as determined by 
the  Committee.  To the extent  required  under Code Section  162(m),  the
business  criteria  under  which  performance  goals  are  determined  by the 
Committee  shall be  resubmitted  to shareholders  for  reapproval no later
than the first  shareholder  meeting that occurs in the fifth year following
the year in which shareholders previously approved the Plan.

                  If the  Participant  ceases  Continuous  Service  before the 
end of a  Performance  Cycle for any reason other than Retirement,  Disability,
or death, the Participant  shall forfeit all rights with respect to any
Performance  Shares that were being earned during the Performance  Cycle.  The 
Committee,  in its sole  discretion, may  establish  guidelines  providing  that
if a  Participant  ceases  Continuous  Service  before  the  end  of a
Performance  Cycle by reason of Retirement,  Disability,  or death, the 
Participant shall be entitled to a prorated payment with respect to any 
Performance Shares that were being earned during the Performance Cycle.

                  13.      Adjustments  Upon  Changes  in  Capitalization.  In 
the  event  of  any  change  in the outstanding   Shares   subsequent   to  the
effective   date  of  the  Plan  by  reason  of  any   reorganization,
recapitalization,  stock split,  stock dividend,  combination or exchange of 
shares,  merger,  consolidation or any change in the corporate  structure or
Shares of the Company,  the maximum  aggregate  number and class of shares as
to which  Awards may be granted  under the Plan and the number  and class of 
shares  with  respect to which  Awards theretofore  have been  granted  under 
the Plan shall be  appropriately  adjusted by the  Committee  to prevent the
dilution  or  diminution  of  Awards.  The  Committee's  determination  with  
respect to any  adjustments  shall be conclusive.  Any shares or other
securities  received,  as a result of any of the foregoing,  by a Participant 
with respect  to  Restricted  Shares  shall  be  subject  to the  same  
restrictions  and the  certificate(s)  or  other instruments  representing  or 
evidencing  the shares or other  securities  shall be legended and deposited 
with the Company in the manner provided in Section 10 of this Agreement.

                  14.      Effect of  Reorganization.  Unless  otherwise  
provided  by the  Committee  in the Award Agreement, Awards will be affected by
a Reorganization as follows:

                           
                           (a)      If the  Reorganization is a dissolution or 
                  liquidation of the Company  then  (i) the  restrictions  on
                  Restricted  Shares  shall  lapse  and (ii) each   outstanding
                  Option  or  SAR  Award  shall  terminate,   but  each
                  Participant  to whom the  Option  or SAR was  granted  shall 
                  have  the  right, immediately  prior to the  dissolution or
                  liquidation to exercise the Option or SAR in full,  
                  notwithstanding  the  provisions  of  Section 9,  and the 
                  Company shall notify each Participant of such right within a
                  reasonable  period of time prior to any dissolution or 
                  liquidation.
                           (b)      If the  Reorganization  is a merger or  
                  consolidation,  other than a  Change  in  Control  subject  to
                  Section  15 of this  Plan,  upon  the effective date of the  
                  Reorganization  (i) each  Participant shall be entitled,
                  upon exercise of an Option in accordance  with all of the 
                  terms and  conditions of the Plan,  to  receive  in lieu of 
                  Shares,  shares or other  securities  or consideration  as the
                  holders of Shares  shall be entitled to receive  pursuant
                  to the terms of the  Reorganization;  and (ii) each holder of
                  Restricted Shares shall  receive  shares or other  securities
                  as the holders of Shares  received which shall be subject to
                  the restrictions set forth in  Section 10 unless  the
                  Committee  accelerates the lapse of such restrictions and the
                  certificate(s) or other  instruments  representing  or 
                  evidencing the shares or other  securities shall be legended 
                  and  deposited  with the  Company in the manner  provided in
                  Section 10 of this Plan.

                  The  adjustments  contained  in this  Section and the manner 
                  of  application  of such  provisions shall be determined 
                  solely by the Committee.

                  15.      Effect of  Change of  Control.  If the  Continuous  
Service  of any  Participant  of the Company or any Affiliate is involuntarily 
terminated,  for whatever reason, at any time within twelve months after a 
Change  in  Control,  unless  the  Committee  shall  have  otherwise  provided 
in the Award  Agreement,  (a) any Restricted Period with respect to an Award of 
Restricted  Shares shall lapse upon the Participant's  termination of
Continuous  Service and all Shares of Restricted  Shares shall become fully
vested in the  Participant  to whom the award was made;  and (b) with  respect 
to  Performance  Shares,  the  Participant  shall be  entitled  to receive a
prorata  payment  of Shares  to the same  extent  as if the  Participant ceases
Continuous  Service  by reason of Retirement  under  Section 12 of the Plan. 
If a tender  offer or  exchange  offer for Shares  (other  than such an offer
by the Company) is  commenced,  or if the event  specified in clause  (iii) of
the  definition of a Change in Control  contained  in Section 2 shall  occur, 
unless the  Committee  shall have  otherwise  provided in the Award Agreement,
all Option and SAR Awards  theretofore  granted and not fully exercisable  shall
become  exercisable in full upon the  happening of such event and shall  remain
exercisable  in  accordance  with their terms;  provided, however,  that no 
Option or SAR shall be  exercisable  by a director or officer of the Company 
within six months of the date of grant of the  Option  or SAR and no Option or 
SAR which has  previously  been  exercised  or  otherwise terminated shall 
become exercisable.

                  16.      Assignments  and Transfers.  Except as otherwise  
expressly  authorized by the Committee in the Award Agreement or any amendment 
thereto during the lifetime of a Participant  no Award nor any right or interest
of a Participant  in any Award under the Plan may be assigned, encumbered or 
transferred otherwise than by will or the laws of descent and distribution.

                  17.      Employee  Rights  Under the Plan.  No  officer, 
Employee or other  person  shall have a right to be selected as a Participant  
nor,  having been so selected,  to be selected again as a Participant and no
officer,  Employee  or other  person  shall have any claim or right to be 
granted an Award  under the Plan or under any other  incentive or similar plan
of the Company or any  Affiliate.  Neither the Plan nor any action taken under
the Plan shall be  construed  as giving any  Employee  any right to be retained
in the employ of the Company or any Affiliate.


                  18.      Delivery and  Registration  of Shares.  The Company's
obligation to deliver Shares with respect to an Award shall, if the Committee 
requests,  be conditioned upon the receipt of a  representation  as to the  
investment  intention  of the  Participant  to whom  such  Shares  are to be  
delivered,  in such  form as the Committee  shall  determine to be necessary or
advisable to comply with the provisions of the Securities Act or any other 
applicable  federal or state securities laws. It may be provided that any 
representation  requirement  shall become  inoperative  upon  a  registration 
of  the  Shares  or  other  action  eliminating  the  necessity  of the
representation  under the  Securities  Act or other state  securities  laws.  
The Company  shall not be required to deliver any Shares  under the Plan prior
to (i) the  admission  of such Shares to listing on any stock  exchange or
system on which Shares may then be listed,  and (ii) the  completion of any 
registration or other  qualification of the Shares under any state or federal 
law, rule or  regulation,  as the Company shall  determine to be necessary or
advisable.

                  19.      Withholding  Tax. Prior to the delivery of any Shares
or cash pursuant to an Award,  the Company shall have the right and power to
deduct or withhold,  or require the  Participant to remit to the Company,
an  amount  sufficient  to  satisfy  all  applicable  tax  withholding  
requirements.  The  Committee,  in its sole discretion  and  pursuant  to such  
procedures  as it may  specify  from  time to time,  may  permit  or  require a
Participant to satisfy all or part of the tax  withholding  obligations  in 
connection  with an Award by (a) having the Company withhold otherwise 
deliverable  Shares, or (b) delivering to the Company Shares already owned 
having a Market  Value equal to the amount  required to be  withheld.  The 
amount of the  withholding  requirement  shall be deemed to include any amount 
which the  Committee  determines,  not to exceed the amount  determined  by 
using the maximum  federal,  state or local marginal income tax rates applicable
to the Participant with respect to the Award on the date that the amount of tax
to be withheld  is to be  determined  for these  purposes.  For these  purposes,
the value of the Shares to be  withheld  or  delivered  shall be equal to the 
Market  Value as of the date that the taxes are required to be withheld.

                  20.      Termination,  Amendment and  Modification  of Plan. 
The Board may at any time terminate, and may at any time and from time to time 
and in any respect amend or modify, the Plan;  provided however,  that to the 
extent  necessary and desirable to comply with  Rule 16b-3  under the Exchange 
Act or Code  section 422 (or any other applicable law or regulation,  including
requirements of any stock exchange or quotation system on which the Company's 
common stock is listed or quoted)  shareholder  approval of any Plan amendment
shall be obtained in the manner and to the degree as is  required  by the  
applicable  law or  regulation;  and  provided  further,  that no termination,
amendment or modification of the Plan shall in any manner affect any Award
theretofore  granted  pursuant to the Plan  without the consent of the 
Participant  to whom the Award was granted or transferee of the Award.


                  21.      Effective  Date and Term of Plan.  The Plan shall
become  effective upon its adoption by the Board of Directors,  subject to  
ratification  by the  shareholders  of the Company at the next annual meeting,
and shall  continue in effect for a term of ten years from the date of adoption
by the Board of  Directors  unless sooner terminated under Section 20 of the 
Plan.

                  22.      Governing  Law. The Plan and Award  Agreements shall
be construed  in  accordance  with and governed by the laws of the State of 
Indiana.

                  23.      Awards to Foreign  Nationals  and  Employees  Outside
 the United  States.  To the extent the Committee  deems it necessary, 
appropriate  or desirable to comply with foreign law or practice and to further
the purpose of this Plan, the Committee may,  without  amending this Plan, (a) 
establish  special rules  applicable to Awards granted to  Participants  who are
foreign  nationals,  are employed  outside the United States,  or both,
including  rules that  differ  from  those set forth in this Plan,  and (b)
grant  Awards to such  Participants  in accordance with those rules.


                                           Adopted by the Board of Directors of
                                           Hurco Companies, Inc.
                                           as of March 6, 1997


                                            Adopted by the Shareholders of
                                            Hurco Companies, Inc.
                                            as of May __, 1997
                                       

- --------------------------------------------------------------------------------
                                     SIZE MUST BE 4" X 81/2"
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                                   HURCO COMPANIES, INC.
                       One Technology Way, Indianapolis, IN 46268
                  PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, MAY 29, 1997
                     Solicited on behalf of the Board of Directors

The  undersigned  hereby  appoints as proxies  Brian D.  McLaughlin  and  
Richard T. Niner,  or either of them with full power of substitutions,  to vote 
all  shares of  common  stock  which  the  undersigned  is  entitled  to vote at
the  Annual  Meeting  of Shareholders of Hurco Companies,  Inc., to be held at
Hurco's Corporate Office,  One Technology Way,  Indianapolis,  Indiana,  at
11:00 a.m. EST, on May 29, 1997 and any adjournments thereof, upon the following
matters:

                                                     Authority to Vote

1.   Election of Hendrik J. Hartong, Jr., Andrew L. Lewis IV, Brian D. 
     McLaughlin, E. Keith                  FOR                  WITHHELD
                              (except as shown on the line)(as to all nominees)
     Moore, Richard T. Niner, O. Curtis Noel and Charles E. Mitchell Rentschler
     as Directors.To withhold authority to vote any individual nominee, write
     his name on this line:       
     _______________________________________________________________________
2.   Approve a proposed amendment of the Company's Amended and Restated Articles
     of Incorporation which would, among other things, increase the number of 
     shares of authorized shares of common stock and preferred stock.
                                            FOR                  WITHHELD
3.   Approve the adoption of the Company's 1997 Stock Option Plan. 
                                            FOR                  WITHHELD
4.   In their discretion, the proxies are authorized to vote upon such other 
     matters as may properly come before the meeting.
                         (Continued and to be signed on reverse side)


- -------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
The shares  represented by the Proxy,  unless otherwise  specified,  shall be
voted FOR each nominee and proposals 2 and 3 listed on the reverse side.

I plan to attend the Annual Meeting. Please  sign  below  exactly  as your name
                                     appears as  shown  at the  left.  When  
                                     signing  as attorney, corporate  officer 
                                     or  fiduciary,  please give full title as 
                                     such.

                                     Signature (s)

 _____________________________________
                                                                               
 _____________________________________

                                     Dated

                                     ________________________________, 1997



                                                                               
     PLEASE DATE, SIGN, AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE