SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


(Mark One)

 X    Quarterly  report  pursuant  to  section  13 or  15(d)  of the  Securities
      Exchange  Act of 1934  for the  quarterly  period  ended  April  30,  1997

      Transition  report  pursuant  to  section  13 or 15(d)  of the  Securities
      Exchange  Act  of  1934  for  the  transition  period  from  _________  to
      _________.


Commission File No. 0-9143


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

               INDIANA                                 35-1150732
    (State or other jurisdiction of    (I.R.S. Employer Identification Number)
     incorporation or organization)

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

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


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

The number of shares of the Registrant's common stock outstanding as of June 10,
1997 was 6,535,571.





                                                         




                              HURCO COMPANIES, INC.
                      April 1997 Form 10-Q Quarterly Report


                                TABLE OF CONTENTS



                         PART I - FINANCIAL INFORMATION



                                                                           Page
Item 1.       Condensed Financial Statements

              Condensed Consolidated Statement of Operations -
                  Three months ended April 30, 1997 and 1996.................3

              Condensed Consolidated Balance Sheet -
                  As of April  30, 1997 and 1996............................ 4

              Condensed Consolidated Statement of Cash Flows -
                  Three months ended April 30, 1997 and 1996.................5

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


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



                           PART II - OTHER INFORMATION



Item 1.       Legal Proceedings.............................................12

Item 6.       Exhibits and Reports on Form 8-K..............................12


Signature...................................................................13






                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                              HURCO COMPANIES, INC.

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                      (In thousands, except per-share data)


                                     Three Months Ended        Six Months Ended
                                         April 30,                 April 30,
                                  -----------------------       -------------
                                    1997          1996         1997        1996
- -------------------------------------------------------------------------------
                                        (unaudited)                (unaudited)
                             
SALES AND SERVICE FEES........$   22,581    $   26,095   $   44,859  $   49,319

Cost of sales and service.....    15,720        18,864       31,530      35,613
                               ----------   -----------  -----------  ---------

     GROSS PROFIT.............     6,861         7,231       13,329      13,706


Selling, general and
administrative expenses.......     5,217         5,363       10,263      10,412
                               ----------   -----------  -----------  ---------

     OPERATING INCOME ........     1,644         1,868        3,066      3,294

Interest expense..............       538           789        1,060      1,919

License fee income............     6,032           --         6,175        293

Other expense, net............        41            15           50         32
                               ----------   -----------   ----------- ---------

     Income before taxes......     7,097         1,064        8,131      1,636

Provision for foreign income taxes   896            33          914         33
                               ----------   -----------   ----------- ---------

NET INCOME....................$    6,201    $    1,031   $    7,217 $    1,603
                              ===========   ===========   =====================

EARNINGS
     PER COMMON SHARE.........$      .93    $      .19   $     1.08 $      .29
                              ===========   ===========   =====================

WEIGHTED AVERAGE COMMON
     SHARES OUTSTANDING.......     6,659         5,524        6,669      5,555
                               =========     ==========    =========  =========

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

                              HURCO COMPANIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                                    April 30,       October 31,
                                                      1997              1996
ASSETS                                            (Unaudited)        (Audited)
CURRENT ASSETS:
     Cash and cash equivalents..................$    1,138          $   1,877
     Accounts receivable........................    15,109             17,162
     Inventories................................    27,332             24,215
     Other......................................     1,218                854
                                                 ----------          ---------
         Total current assets...................    44,797             44,108
                                                 ----------          ---------
LONG-TERM LICENSE FEES RECEIVABLE...............     1,086              1,040
                                                 ----------          ---------
PROPERTY AND EQUIPMENT:
     Land    ...................................       761                761
     Building...................................     7,067              7,095
     Machinery and equipment....................    11,836             12,662
     Leasehold improvements.....................     1,036              1,002
           Less accumulated depreciation and 
            amortization..................         (11,260)           (11,714)
                                                 ----------          ---------
                                                     9,440              9,806
                                                 ----------          ---------
SOFTWARE DEVELOPMENT COSTS, LESS AMORTIZATION...     4,116              3,792
OTHER ASSETS ...................................     1,231              1,004
                                              ---------------   ---------------
                                                $   60,670          $  59,750
                                                 ==========          =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
     Accounts payable...........................$   10,314          $  11,407
     Accrued expenses...........................     5,877              7,454
     Accrued warranty expenses..................     1,467              1,425
     Current portion of long-term debt..........     3,036              3,050
                                                 ----------          ---------
         Total current liabilities..............    20,694             23,336
                                                 ----------          ---------
NON-CURRENT LIABILITIES
     Long-term debt.............................    15,486             19,060
     Deferred credits and other obligations.....     1,429              1,213
                                                 ----------          ---------
            Total non-current liabilities.......    16,915             20,273
                                                 ----------          ---------
SHAREHOLDERS' EQUITY:
     Preferred stock:  $100 par value per share; 40,000
       shares authorized; no shares issued.......... --                 --
     Common stock: no par value; $.10 stated value 
       per share; 7,500,000 shares authorized; and 
       6,535,371 and 6,531,871 shares issued , 
          respectively .........................       654                653
     Additional paid-in capital.................    50,319             50,312
     Accumulated deficit........................   (22,991)           (30,208)
     Foreign currency translation adjustment....    (4,921)            (4,616)
                                                 ----------          ---------
         Total shareholders' equity.............    23,061             16,141
                                                 ----------          ---------
                                                   $60,670            $59,750
                                                   =======            ========
          The  accompanying   notes  are  an  integral  part  of  the  condensed
consolidated financial statements.

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

                                          Three Months Ended   Six Months Ended
                                                April 30,          April 30,
                                          -------------------- ----------------
                                             1997       1996    1997      1996
- -------------------------------------------------------------------------------
                                              (unaudited)         (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)...................   $ 6,201    $ 1,031  $ 7,217   $ 1,603
   Adjustments to reconcile net income 
   (loss) to net cash provided by 
   (used for) operating activities:
     Depreciation and amortization......      382        778      931     1,558
     Change in assets and liabilities:
     (Increase) decrease in accounts 
     receivable...............               (495)       648    1,521     1,066
     (Increase) decrease in inventories      (971)     1,696   (3,627)      429
     Increase (decrease) in accounts payable (927)      (524)  (1,044)   (1,045)
     Increase (decrease) in accrued expenses  (48)       533   (1,283)   (1,245)
     Other...............................     517        (78)     561       441
                                         ---------- ---------- ------  ---------
       NET CASH PROVIDED BY (USED FOR)
       OPERATING ACTIVITIES..............   4,659      4,084    4,276     2,807
                                         ---------- --------- -------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of equipment......        7         30       83        32
   Purchase of property and equipment...      (23)      (152)    (249)     (253)
   Software development costs...........     (353)      (384)    (727)     (668)
   Other investments....................     (418)        37     (418)       74
                                          ---------  -------- -------- ---------
     NET CASH PROVIDED BY (USED FOR)
     INVESTING ACTIVITIES...............     (787)      (469)  (1,311)     (815)
                                          ---------  --------  -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Advances on bank credit facilities...    9,129      9,403   18,057    30,065
   Repayment on bank credit facilities .  (13,063)   (12,837) (19,790)  (31,150)
   Repayment of term debt ..............     --          (82)  (1,786)   (1,950)
   Proceeds from exercise of common
   stock options.............                   8        --         8        --
                                        ----------  -------  --------   --------
     NET CASH PROVIDED BY (USED FOR)
     FINANCING ACTIVITIES...............   (3,926)    (3,516)  (3,511)   (3,035)
                                         --------  ---------  -------   --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH.      (46)       (67)    (193)      (77)
                                         ---------  --------- -------   --------
     NET INCREASE (DECREASE) IN CASH....     (100)        35     (739)   (1,120)

CASH AND CASH EQUIVALENTS AT BEGINNING
    OF PERIOD..............                 1,238        917    1,877     2,072
                                        ----------   --------- -----  ---------
CASH AND CASH EQUIVALENTS AT END OF 
    PERIOD....................          $   1,138    $   952  $ 1,138  $    952
                                        =========    ======== =======  ========
The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   GENERAL

The condensed  consolidated  financial  statements as of April 30, 1997 and 1996
are unaudited but include all adjustments which the Company considers  necessary
for a fair presentation of its financial position at those dates and its results
of operations and cash flows for the three months and six months then ended.  It
is suggested that these condensed  consolidated  financial statements be read in
conjunction with the financial  statements and the notes thereto included in the
Company's Annual Report on Form 10-K for the year ended October 31, 1996.


2.   LICENSE FEES

Fully paid-up license fees are recognized in income at the time the agreement is
consummated,  net of legal fees and  expenses,  when the  Company  has no future
obligation related to the agreement. License fees related to agreements in which
payments  are  received  over  future  periods  and  contingent  on the  patents
remaining valid are recognized in income,  net of legal fees and expenses,  over
the life of the respective patent.


During the second  quarter  ended April 30,  1997,  the  Company's  wholly-owned
subsidiary,  IMS Technology,  Inc. (IMS),  entered into a settlement with Fanuc,
Ltd., a major manufacturer of machine tools and computer numerical control (CNC)
systems and one of the defendants in the on-going patent infringement litigation
concerning  an IMS patent for  certain  interactive  CNC  technology  originally
developed by the Company. Under the settlement, IMS licensed its patent to Fanuc
and Fanuc made a one-time  payment  to IMS.  The  Company  also  entered  into a
license  agreement  in the second  quarter  for the use of the  interactive  CNC
patent  with  Siemens,  A.G.,  an  international  manufacturing  company,  and a
supplier to the  Company,  which was not a party to the patent  litigation.  The
Company recorded  license fee income of  approximately  $5,100,000 after foreign
withholding  taxes and  expenses in its second  fiscal  quarter  ended April 30,
1997, nearly all of which was attributable to the Fanuc settlement.

3.   PROVISION FOR FOREIGN INCOME TAXES

The  provision  for foreign  income taxes  includes  $896,000  which  represents
foreign  withholding  tax on a payment  received in the second fiscal quarter of
1997 for a license fee  settlement.  The  remainder of the expense is income tax
related to a foreign subsidiary.


4.   HEDGING


The U.S.  dollar  equivalent  notional  amount of outstanding  foreign  currency
forward exchange  contracts was  approximately  $11,103,000 as of April 30, 1997
and  $12,645,000  as of October 31, 1996.  Deferred  gains  related to hedges of
intercompany sales commitments were approximately $250,000 as of April 30, 1997.
Contracts  outstanding at April 30, 1997 mature at various times through October
31, 1997.

5.   EARNINGS PER SHARE

Earnings per share of common stock are based on the weighted  average  number of
common  shares  outstanding,  which  includes the effects of  outstanding  stock
options computed using the treasury stock method.  Such common stock equivalents
totaled  124,000 and 135,000  shares for the three and six month  periods  ended
April 30, 1997, respectively.

The  Financial  Accounting  Standards  Board  released  Statement of  Accounting
Standards No. 128, "Earnings Per Share" (SFAS 128) which changes the computation
for earnings per share (EPS).  SFAS 128 replaces  primary EPS with Basic EPS and
replaces  fully  dilutive EPS with Dilutive EPS.  Basic EPS differs from Primary
EPS as Basic EPS does not consider dilution for potentially dilutive securities.
Diluted EPS uses an average share price for the period instead of the greater of
the average share price or end-of-period share price as currently used for fully
dilutive EPS. SFAS 128 is effective for fiscal 1998 and earlier  adoption is not
permitted.  Basic EPS computed under SFAS 128 for the three and six months ended
April 30, 1997 was $.95 and $1.10,  respectively.  Dilutive EPS  computed  under
SFAS 128 for the three and six months  ended  April 30, 1997 was $.93 and $1.08,
respectively.

6.   ACCOUNTS RECEIVABLE

The  allowance  for  doubtful  accounts  was  $777,000  as of April 30, 1997 and
$785,000 as of October 31, 1996.


7.   INVENTORIES


Inventories, priced at the lower of cost (first-in, first-out method) or market
are summarized below (in thousands):
                                            April 30, 1997     October 31, 1996
     Purchased parts and sub-assemblies      $   11,607           $  12,354    
     Work-in-Process                              2,433               1,942
     Finished Goods                              13,292               9,919
                                              ----------            --------
                                             $   27,332           $  24,215
                                              ==========           =========


8.   SUBSEQUENT EVENTS


In May  1997,  IMS,  entered  into  a  settlement  and  license  agreement  with
Southwestern  Industries,  Inc.,  a  manufacturer  of CNC systems and one of the
parties to the ongoing patent infringement litigation. Under the settlement, IMS
licensed its patent to Southwestern and Southwestern  made a one-time payment to
IMS. The Company  expects to recognize  income of  approximately  $500,000 after
legal expenses as a result of this  settlement in its third fiscal quarter ended
July 31, 1997.

On June  12,  1997,  the  Company  received  a  commitment  for a new  unsecured
multi-year  revolving  credit  facility  expiring May 1, 2000, that would permit
borrowing  at any one time  outstanding  of up to $25.0  million  (inclusive  of
outstanding letters of credit of up to $12.0 million), reducing to $22.5 million
at  November 1, 1997.  Of such  borrowings,  up to $5.0  million may be drawn in
designated European  currencies.  The new facility would include fewer financial
covenants  and  restrictions  and is expected  to expire May 1, 2000,  two years
following  the  scheduled  expiration  of the  current  facility.  Under the new
facility,  interest on all outstanding borrowings would be payable at LIBOR plus
an amount  ranging  from .75% to 2.0% based on a prescribed  formula,  or at the
Company's option, prime. The commitment is subject to the agreement of holder of
the Company's  senior notes to  substantially  similar terms and to execution of
mutually satisfactory documents.




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

The  following  discussion  should  be read in  conjunction  with the  Condensed
Consolidated  Financial Statements and Notes thereto appearing elsewhere herein.
Certain   statements  made  in  this  report  may  constitute   "forward-looking
statements".   For  a  description  of  risks  and   uncertainties   related  to
forward-looking statements, see the Company's Annual Report on Form 10-K for the
year ended October 31, 1996.

RESULTS OF OPERATIONS

Three Months Ended April 30, 1997 Compared to Three Months Ended April 30, 1996

Total sales and  service  fees for the second  quarter of fiscal 1997  decreased
$3.5  million,  or 13.4%,  from the second  quarter of fiscal 1996. Of the total
decrease,  $474,000  reflected the effects of weaker  European  currencies  when
converting  foreign currency revenues into U.S. dollars for financial  reporting
purposes.  Notwithstanding the decline in revenues, net income increased by $5.2
million,  a six-fold increase over the corresponding  1996 period, due primarily
to the  receipt of license  fees.  Net income  also  reflected  the  benefits of
improved margins and a substantial reduction in interest expense.

Sales of CNC-operated machine tools in the second quarter of fiscal 1997 totaled
$14.0 million, a decrease of $3.2 million, or 18.7%, from the corresponding 1996
period.  Sales of CNC systems  and  software  (which do not include  systems and
software  that are sold as an  integral  part of a machine  tool)  totaled  $4.7
million  in  the  second  quarter  of  1997,   essentially  unchanged  from  the
corresponding  1996  period.  Sales of service  parts and service fees were $3.9
million in the 1997  second  quarter,  slightly  below  amounts  recorded in the
comparable 1996 period.

The decline in sales of CNC-operated  machine tools occurred  principally in the
domestic market where the decrease totaled $2.9 million,  or 35%. Both the first
and second  quarters  of fiscal  1996 were  marked by  unusually  high levels of
domestic  shipments,  as increasing  availability of products from the Company's
contract  manufacturers  permitted an accelerated reduction of a high backlog of
unfulfilled  orders that  existed at the end of fiscal  1995.  Shipments  in the
corresponding  periods in 1997 did not have the  benefits  of a similar  backlog
and,  therefore,  were more  reflective  of current  demand.  European  sales of
machine tools in the second  quarter of 1997,  exclusive of the effect of weaker
European  currencies,  increased  approximately 9.0% over the prior year period.
This increase was offset, however, by a decline in sales in South East Asia as a
result of current economic softness in that market.

New order bookings  during the second quarter of fiscal 1997 were $23.0 million,
a  decrease  of  approximately  4%  from  the  $24.0  million  reported  for the
corresponding  period of fiscal 1996 and slightly  higher than the $21.2 million
reported for the first quarter of fiscal 1997. Although the U.S. dollar value of
machine tool orders during the 1997 second quarter  increased  slightly over the
corresponding  1996  period,  the  increase was more than offset by a decline in
orders for CNC control systems from original  equipment  manufacturers  and from
the metal fabrication industry.  International orders represented  approximately
50% of new order  bookings for the second quarter of fiscal 1997 compared to 47%
for the immediately  preceding  fiscal quarter and 49% for the second quarter of
fiscal 1996. Backlog at April 30, 1997 was $7.5 million compared to $7.3 million
at January 31, 1997.

Gross  profit as a  percentage  of sales for the second  quarter of fiscal  1997
increased  to 30.4%  compared  to 27.7% for the  corresponding  period in fiscal
1996. The improvement in margin is  attributable  to the combined  effects of an
increased  percentage of  higher-margin  European  sales in the total sales mix,
increased domestic and international sales of higher-margin  products introduced
in the latter part of fiscal 1996 and  increased  customer  demand for  software
options when purchasing machine tools.

Interest  expense for the second quarter of fiscal 1997 decreased  approximately
$251,000,  or 31.8%, from the amount reported for the corresponding  1996 period
primarily due to a substantial reduction in outstanding borrowings.

License  fee  income for the  second  fiscal  quarter  was  attributable  almost
entirely to the settlement between the Company's  wholly-owned  subsidiary,  IMS
Technology,  Inc. (IMS) and Fanuc,  Ltd. in March 1997.  The Company  expects to
recognize income of  approximately  $500,000 after legal expenses in the quarter
ending July 31, 1997 as a result of a  settlement  between IMS and  Southwestern
Industries, Inc., a major manufacturer of machine tools and CNC control systems.
As of April 30, 1997, license fees of approximately  $1.3 million,  net of legal
fees, related to prior settlements and license agreements have been deferred and
will be  recognized  in income over the 5 year  remaining  life of the  licensed
patent.  In addition,  under a license  agreement with Siemens A.G., a principal
supplier to the  Company,  approximately  $750,000 is expected to be received in
future periods in the form of discounts on purchases by the Company,  which will
be reflected as a reduction of the cost of such purchases.

Although  settlements  have been  reached  with  several  of the  parties in the
on-going  IMS  patent  infringement   litigation,   the  remaining  parties  are
continuing  to  contest  the  IMS  claims.  IMS  also  has  provided  notice  of
infringement  to  approximately  15  companies  that  are  not  parties  to  the
litigation  and is engaged  in active  licensing  discussions  with six of those
companies. There can be no assurance that IMS will enter into license agreements
or settlements  with any of those  companies or any of the remaining  parties in
the pending litigation,  or that the terms of any future licenses or settlements
will be similar to those previously entered into.

The  provision  for foreign  income  taxes is the result of foreign  withholding
taxes of  $896,000  related to the Fanuc  license  payment  received  during the
second quarter of 1997.


Six Months Ended April 30, 1997 Compared to Six Months Ended April 30, 1996

Total sales and service  fees for the first half of fiscal 1997  decreased  $4.5
million,  or 9.0%,  from the first half of fiscal 1996.  Of the total  decrease,
$751,000  reflected the effects of weaker  European  currencies  when converting
foreign currency  revenues into U.S. dollars for financial  reporting  purposes.
Notwithstanding  the decline in revenues,  net income increased by $5.6 million,
or  approximately  275%,  primarily as a result of license fee income,  improved
margins and a substantial reduction in interest expense.

Sales of  CNC-operated  machine tools,  which totaled $27.6 million in the first
half of fiscal  1997,  were 15.7% below the $32.6  million  recorded  during the
corresponding   fiscal  1996  period.   The  decrease   was   experienced   both
domestically,  with a decline of $3.2 million,  or 18.2%, and in Europe,  with a
decline (inclusive of currency  translation  effects) of $1.3 million,  or 7.5%.
The  first  half of  fiscal  1996  was  marked  by an  unusually  high  level of
shipments,  as the  increasing  availability  of  products  from  the  Company's
contract  manufacturers  permitted an accelerated  reduction of the high backlog
that had resulted  from the  combined  effects of a  strengthening  machine tool
market, the introduction of the Company's  Advantage(R)  series product line and
capacity constraints on the part of the Company's contract  manufacturers during
fiscal 1995. Sales of CNC systems and software (which do not include systems and
software that are sold as an integral part of a machine tool)  increased  during
the first half of fiscal 1997 by $777,000,  or 8.5%,  primarily due to increased
shipments  of  Autobend(R)  control  products in response to improved  worldwide
market conditions and domestic promotional programs.  Sales of service parts and
service fees were unchanged from levels for the first half of 1996.

New order bookings  during the first half of fiscal 1997 were $44.2  million,  a
slight  increase  from the $44.0  million  reported for the first half of fiscal
1996. New order bookings for machine tools  increased 8.9% during the first half
of fiscal  1997 but were  offset by a reduction  in new order  bookings  for CNC
systems.  Backlog at April 30, 1997 was $7.5 million compared to $9.0 million at
October 31, 1996.

As a percentage of sales,  gross profit  increased to 29.7% in the first half of
1997,  compared  to 27.8%  for the  corresponding  period in  fiscal  1996.  The
improvement in margin is  attributable  to the combined  effects of an increased
percentage of  higher-margin  European  sales in the total sales mix,  increased
domestic and European sales of higher-margin  products  introduced in the latter
part of fiscal 1996, and increased sales of software  options in connection with
sales of machine tools.

Interest  expense  for the first  half of fiscal  1997  decreased  approximately
$859,000,  or 44.8%,  from the amount reported for the  corresponding  period in
fiscal 1996, primarily due to a substantial reduction in outstanding  borrowings
and the  inclusion  in the 1996 period of $240,000 of  nonrecurring  fees to the
Company's lenders.

License  fee  income  for the first  half of  fiscal  1997 was  almost  entirely
attributable  to the settlement  agreement  with Fanuc,  Ltd. in March 1997. The
provision for foreign income tax is primarily the result of foreign  withholding
taxes related to this settlement.

The Company  manages its foreign  currency  exposure  through the use of foreign
currency  forward  exchange  contracts.  The Company  does not  speculate in the
financial  markets  and,  therefore,  does not enter  into these  contracts  for
trading  purposes.  The Company  also  moderates  its  currency  risk related to
significant  purchase  commitments  with certain  foreign  vendors through price
adjustment  agreements  that provide for a sharing of, or otherwise  limit,  the
potential  adverse  effect of currency  fluctuations  on the costs of  purchased
products. The results of these programs achieved management's objectives for the
first  half  of  fiscal  1997  and  fiscal  1996.  See  Note 4 to the  Condensed
Consolidated Financial Statements.






LIQUIDITY AND CAPITAL RESOURCES

At April 30,  1997,  the Company had cash and cash  equivalents  of $1.1 million
compared  to $1.9  million at October 31,  1996.  Cash  provided  by  operations
totaled  $4.7  million in the second  quarter of fiscal  1997,  compared to $4.1
million  in the same  period of fiscal  1996.  Cash  flow  from  operations  was
enhanced by approximately  $5.1 million of license fee income, net of legal fees
and foreign withholding taxes, primarily due to the Fanuc settlement received in
the  quarter.  Exclusive  of net  license  fees,  $400,000  of cash was used for
operations  in the 1997 second  quarter,  due  primarily  to  increased  working
capital  resulting  from  increased  finished  machine tool products on hand and
reduced accounts payable related to the timing of payment for products  received
in the previous quarter. The Company will begin reducing its scheduled purchases
of machine tool products from its contract  manufacturers  in July 1997 in order
to reduce  finished  goods  inventories in the fourth quarter of fiscal 1997 and
the first half of fiscal 1998, which will favorably impact future cash flow from
operations.

Working  capital was $24.1 million at April 30, 1997,  compared to $20.8 million
at October 31, 1996. During the second quarter of fiscal 1997,  borrowings under
the Company's revolving credit facilities  decreased by $3.9 million,  primarily
as a result of repayments  made with license  fees. As of April 30, 1997,  $11.6
million was available to the Company for either direct  borrowings or commercial
letters of credit.

Capital  investments  for the  quarter  and six  months  ended  April  30,  1997
consisted principally of expenditures for software development  projects.  Other
investments  included  $190,000  related to the  Company's  investment  in Hurco
Automation,  Ltd.  (HAL).  As of April 30, 1997, the Company has a commitment to
invest an  additional  $364,000  in HAL  through  fiscal  1999.  The  investment
activities for the six months ended April 30, 1997 were funded through cash flow
from operations.

Under the agreements for the Company's credit  facilities,  $3.0 million of term
loan  payments are due and payable over the twelve month period ending April 30,
1998.  The  agreements  require  the Company to  maintain a  prescribed  working
capital  borrowing base and a minimum net worth.  The agreements  also establish
maximum leverage and fixed charge coverage ratios, restrict capital expenditures
and  investments and prohibit the payment of cash dividends or the redemption of
capital  stock.  The Company was in compliance  with all loan covenants at April
30, 1997.

Management  believes that cash flow from  operations  and  borrowings  under its
credit facilities will be sufficient to meet the Company's working capital needs
for the twelve months ending April 30, 1998.

On June  12,  1997,  the  Company  received  a  commitment  for a new  unsecured
multi-year  revolving  credit  facility  expiring May 1, 2000, that would permit
borrowing  at any one time  outstanding  of up to $25.0  million  (inclusive  of
outstanding letters of credit of up to $12.0 million), reducing to $22.5 million
at  November 1, 1997.  Of such  borrowings,  up to $5.0  million may be drawn in
designated European  currencies.  The new facility would include fewer financial
covenants  and  restrictions  and is expected  to expire May 1, 2000,  two years
following  the  scheduled  expiration  of the  current  facility.  Under the new
facility,  interest on all outstanding borrowings would be payable at LIBOR plus
an amount  ranging  from .75% to 2.0% based on a prescribed  formula,  or at the
Company's option, prime. The commitment is subject to the agreement of holder of
the Company's  senior notes to  substantially  similar terms and to execution of
mutually satisfactory  documents.  There can be no assurance that a satisfactory
definitive agreement will be executed.








                           PART II - OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS

As previously  reported,  IMS and the Company are parties to a number of pending
legal proceedings  involving patent  infringement and other claims in connection
with an IMS patent for certain interactive CNC technology  originally  developed
by the Company (the IMS actions).  Since March 1997,  the Company has previously
announced  settlements  with two parties to the IMS  actions,  Fanuc,  Ltd.  and
Southwestern  Industries,  Inc.  The terms of these  settlements  are  discussed
elsewhere  herein.  IMS has agreed to dismiss all  infringement  claims  against
Fanuc and Southwestern.  Other than the settlements with Fanuc and Southwestern,
there have been no other  material  developments  in the IMS actions since those
described in the Company's annual report on Form 10-K for the year ended October
31, 1996.

The Company is  involved in various  other  claims and  lawsuits  arising in the
ordinary  course of business,  none of which,  in the opinion of management,  is
expected  to  have a  material  adverse  effect  on its  consolidated  financial
position or results of operations.


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:

11            Statement re: Computation of Per Share Earnings

27            Financial Data Schedule (electronic filing only).


(b)      Reports on Form 8-K:       None








                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                                     HURCO COMPANIES, INC.


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



                                           By: /s/ Stephen J. Alesia
                                                   Stephen J. Alesia
                                                   Corporate Controller and
                                                   Principal Accounting Officer









June 13, 1997






                                        Exhibit 11     
                         STATEMENT RE:  COMPUTATION OF PER SHARE EARNINGS



                                        Exhibit 11
                         STATEMENT RE:  COMPUTATION OF PER SHARE EARNINGS

                      Three Months Ended            Six Months Ended
                           April 30,                    April 30, 
                      ------------------             ----------------
                     1997            1996            1997            1996
                         Fully           Fully           Fully           Fully
               Primary  Diluted Primary Diluted Primary Diluted Primary Diluted
               -------  ------- ------- ------- ------- ------- ------- ------- 
(in thousands, except per 
 share amount)

Net Income......$6,201   $6,201  $1,031  $1,031  $7,217   $7,217 $1,603  $1,603
Weighted Average
 Common Shares
  Outstanding....6,535    6,535   5,426   5,426   6,534    6,534  5,426   5,426
Assumed Issuances
 Under Stock
  Option Plans     124      138      98     117     135      138    129     129
                 ------   ------  -----   -----   ------  ------  -----   -----
                 6,659    6,673   5,524   5,543   6,669    6,672  5,555   5,555
                 ======   ======  =====   =====   ======  ======  =====   =====
Earnings(loss) 
per common share. $.93     $.93    $.19    $.19   $1.08    $1.08   $.29    $.29
                 ======   ======  =====   =====   ======  ======  =====   =====


 


5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE QUARTERLY REPORT 10-Q FOR THE PERIOD ENDED APRIL 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000315374 SONJA BUCKLES 1,000 US DOLLARS 6-MOS OCT-31-1997 NOV-1-1996 APR-30-1997 1 1,138 0 15,886 777 27,332 44,797 20,700 11,260 60,670 20,694 0 0 0 654 22,407 60,670 44,859 44,859 31,530 31,530 (6,125) 0 1,060 8,131 914 7,217 0 0 0 7,217 $1.08 $1.08