-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 GzswWMx3MGHiSjwACKGo2HeLQYWWE2Nmd1ZqiowdbmDmfq2kA9pDU9hjhU67TT4S
 lM/YQWUWeWqGPc59MT+CoA==

<SEC-DOCUMENT>/in/edgar/work/20000830/0000315374-00-000011/0000315374-00-000011.txt : 20000922
<SEC-HEADER>0000315374-00-000011.hdr.sgml : 20000922
ACCESSION NUMBER:		0000315374-00-000011
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20000731
FILED AS OF DATE:		20000830

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HURCO COMPANIES INC
		CENTRAL INDEX KEY:			0000315374
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3823
]		IRS NUMBER:				351150732
		STATE OF INCORPORATION:			IN
		FISCAL YEAR END:			1031
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-Q
			SEC ACT:		
			SEC FILE NUMBER:	000-09143
			FILM NUMBER:		713086
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		ONE TECHNOLOGY WAY
				CITY:			INDIANAPOLIS
				STATE:			IN
				ZIP:			46268
				BUSINESS PHONE:		3172935390
</BUSINESS-ADDRESS>

				FORMER COMPANY:	
					FORMER CONFORMED NAME:	HURCO MANUFACTURING CO INC
					DATE OF NAME CHANGE:	19850324
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 10-Q
<TEXT>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q



(Mark One)

      Quarterly  report  pursuant  to  section  13 or  15(d)  of the  Securities
      Exchange  Act of 1934 for the  quarterly  period  ended  July 31,  2000 or
      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 August
25, 2000 was 5,951,859.


<PAGE>


                              HURCO COMPANIES, INC.
                      July 2000 Form 10-Q Quarterly Report


                                Table of Contents



                         Part I - Financial Information
<TABLE>
<S>                                                                                     <C>

Item 1.       Condensed Financial Statements

              Condensed Consolidated Statement of Operations -
                  Three months and nine months ended July 31, 2000 and 1999.............3

              Condensed Consolidated Balance Sheet -
                  As of July 31, 2000 and October 31, 1999..............................4

              Condensed Consolidated Statement of Cash Flows -
                  Three months and nine months ended July 31, 2000 and 1999.............5

              Condensed Consolidated Statement of Changes in Shareholders' Equity -
                  Nine months ended July 31, 2000 and 1999..............................6

              Notes to Condensed Consolidated Financial Statements......................7


Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations.......................................9

Item 3.       Quantitative and Qualitative Disclosures About Market Risk...............11


                           Part II - Other Information



Item 1.       Legal Proceedings........................................................13

Item 4.       Submission of Matters to a Vote of Security Holders......................13

Item 6.       Exhibits and Reports on Form 8-K.........................................14


Signatures.............................................................................15
</TABLE>



<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  CONDENSED FINANCIAL STATEMENTS
- ------   ------------------------------


                              HURCO COMPANIES, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                      (In thousands, except per share data)
<TABLE>
                                                      Three Months Ended                     Nine Months Ended
                                                             July 31,                            July 31,
                                                   ------------------------             ---------------------------
                                                      2000             1999                2000           1999
- ----------------------------------------------------------------------------------------------------------------
                                                          (unaudited)                           (unaudited)
<S>                                               <C>             <C>                 <C>               <C>
Sales and service fees......................      $   22,676      $   20,783          $   71,398        $   63,463
Cost of sales and service...................          16,561          14,868              51,831            45,686
                                                  ----------      ----------          ----------        ----------
   Gross profit.............................           6,115           5,915              19,567            17,777

Selling, general and
administrative expenses.....................           5,768           5,152              17,211            15,839
Restructuring credit........................              --              --                  --             (103)
                                                  ----------      ----------          -----------       ----------
   Operating income ........................             347             763               2,356             2,041

License fee income and litigation
     settlement fees, net...................             201              73                 355               242

Interest expense, net.......................             248             333                 768               973

Other income (expense), net.................             110             (9)               (259)             (115)
                                                  -----------     -----------         ----------        ----------
   Income before taxes......................             410             494               1,684             1,195
Provision for income taxes..................               3             94                  217                66
                                                  ----------      ----------          ----------        ----------
Net income..................................      $      407      $      400          $    1,467        $    1,129
                                                  ==========      ===========         ==========        ==========

Earnings per common share
     Basic..................................      $      .07      $      .07          $      .25        $      .19
                                                  ==========      ==========          ==========        ==========
     Diluted................................      $      .07      $      .07          $      .24        $      .19
                                                  ==========      ==========          ==========        ==========

Weighted average common
    shares outstanding
     Basic..................................           5,952           5,947               5,952             5,989
                                                  ==========      ==========          ==========        ==========
     Diluted................................           6,026           6,044               6,019             6,076
                                                  ==========      ==========          ==========        ==========

</TABLE>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
<PAGE>
                              HURCO COMPANIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                             (Dollars in thousands)
<TABLE>
                                                                                July 31, 2000   October 31, 1999
<S>                                                                              <C>            <C>
ASSETS                                                                             (Unaudited)         (Audited)
Current assets:
     Cash and temporary investments......................................          $    3,468          $   3,495
     Accounts receivable.................................................              17,463             17,154
     Inventories.........................................................              26,234             30,767
     Other...............................................................               1,418              1,440
                                                                                   ----------          ---------
         Total current assets............................................              48,583             52,856
                                                                                   ----------          ---------
Property and equipment:
     Land    ............................................................                 761                761
     Building............................................................               7,158              7,168
     Machinery and equipment.............................................              11,068             11,182
     Leasehold improvements..............................................               1,002              1,005
         Less accumulated depreciation and amortization..................             (11,096)           (11,165)
                                                                                   ----------          ---------
                                                                                        8,893              8,951
                                                                                   ----------          ---------
Software development costs, less amortization............................               3,508              3,951
Other assets ............................................................               4,160              3,874
                                                                                   ----------          ---------
                                                                                   $   65,144          $  69,632
                                                                                   ==========          =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable....................................................          $   11,309          $  10,891
     Accrued expenses....................................................               7,013              6,903
     Current portion of long-term debt..................................                1,786              1,786
                                                                                   ----------          ---------
         Total current liabilities.......................................              20,108             19,580
                                                                                   ----------          ---------
Non-current liabilities:
     Long-term debt......................................................               7,650             12,386
     Deferred credits and other obligations..............................               1,320              1,518
                                                                                   ----------          ---------
            Total non-current liabilities.......................................        8,970             13,904
                                                                                   ----------          ---------
Shareholders' equity:
     Preferred stock: no par value per share; 1,000,000
       shares authorized; no shares issued...............................                  --                 --
     Common stock: no par value; $.10 stated value per
         share; 12,500,000 shares authorized; and 5,951,859
         and 5,951,859 shares issued and outstanding, respectively ......                 595                595
     Additional paid-in capital..........................................              46,340             46,340
     Accumulated deficit.................................................              (3,881)            (5,348)
     Foreign currency translation adjustment.............................              (6,988)            (5,439)
                                                                                   ----------          ---------
Total shareholders' equity...............................................              36,066             36,148
                                                                                   ----------          ---------
                                                                                   $   65,144          $  69,632
                                                                                   ==========          =========
</TABLE>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
<PAGE>

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

<TABLE>
                                                                      Three Months Ended          Nine Months Ended
                                                                          July 31,                     July 31,
                                                                ------------------------        ---------------------
                                                                   2000           1999          2000             1999
- ---------------------------------------------------------------------------------------------------------------------
                                                                        (Unaudited)                    (Unaudited)
<S>                                                             <C>          <C>             <C>           <C>
Cash flows from operating activities:
   Net income ................................................  $      407   $      400      $    1,467    $    1,129
   Adjustments to reconcile net income to net
   cash provided by (used for) operating activities:
     Depreciation and amortization............................         573          522           1,836         1,505
     Change in assets and liabilities:
     (Increase) decrease in accounts receivable...............        (254)       1,286          (1,212)        3,492
     (Increase) decrease in inventories.......................      (1,089)      (1,490)          3,408        (3,191)
     Increase (decrease) in accounts payable..................         595        2,971             508        (3,831)
     Increase (decrease) in accrued expenses..................       1,025          536             326          (708)
     Other....................................................        (415)        (542)            171            71
                                                                  ---------   ----------       --------     ----------
       Net cash provided by (used for)
       operating activities...................................         842        3,683           6,504        (1,533)
                                                                  ---------   ----------       --------     ----------
Cash flows from investing activities:
   Proceeds from sale of equipment............................          25           19              36            91
   Purchase of property and equipment.........................        (396)         (269)          (949)         (913)
   Software development costs.................................         (22)        (247)           (501)         (779)
   Other investments..........................................         (56)          (9)            (91)         (220)
                                                                  ---------   ----------       ---------    ----------
     Net cash provided by (used for)
     investing activities.....................................        (449)        (506)         (1,505)       (1,821)
                                                                  ---------   ----------       ---------    ----------
Cash flows from financing activities:
   Advances on bank credit facilities.........................       7,550       13,840          20,650        54,890
   Repayment on bank credit facilities .......................      (7,400)     (17,632)        (23,600)      (47,401)
   Repayment of term debt ....................................          --           --          (1,786)       (1,786)
   Proceeds from exercise of common stock options.............          --           13              --            15
   Purchase of common stock...................................          --           --              --        (2,379)
                                                                  --------    ---------        ---------    ----------
     Net cash provided by (used for)
     financing activities.....................................         150       (3,779)         (4,736)        3,339
                                                                  --------    ---------        ---------    ----------
Effect of exchange rate changes on cash.......................         (55)          90            (290)          (79)
                                                                  ---------   ---------        ---------    ----------
     Net increase (decrease) in cash and
     temporary investments....................................         488         (512)            (27)          (94)
Cash and temporary investments
     at beginning of period...................................       2,980        3,694           3,495         3,276
                                                                  ---------   ----------       ---------    ----------
Cash and temporary investments
     at end of period.........................................    $   3,468   $   3,182        $  3,468     $   3,182
                                                                  =========   =========        ========     =========
</TABLE>
The  accompanying  notes  are an  integral  part of the  condensed  consolidated
financial statements.
<PAGE>


                              HURCO COMPANIES, INC.
          CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                For the Nine Months Ended July 31, 2000 and 1999

<TABLE>
                                                                                                Accumulated
                                                                                                   Other
                                                                                               Comprehensive
                                                                                                  Income:
                                            Common Stock                                          Foreign
                                      -------------------------
                                         Shares                  Additional                      Currency
                                        Issued &                  Paid-In      Accumulated      Translation
                                       Outstanding   Amount       Capital        Deficit        Adjustment        Total
                                       -----------   ------       -------        -------        ----------        -----
                                                                    (Dollars in thousands)
<S>                                     <C>             <C>        <C>           <C>              <C>            <C>
     Balances, October  31, 1998        6,340,111       $634       $48,662       $(7,150)         $(4,406)       $37,740
     ---------------------------                                                                                 -------
             (Unaudited)
Net income.......................              --         --            --         1,129               --          1,129
Translation of foreign currency
   financial statements..........              --         --            --            --           (1,141)        (1,141)
                                                                                                                 -------
Comprehensive income (loss)......                                                                                    (12)
                                                                                                                 -------
Exercise of Common Stock Options.           6,100          --           15            --               --             15
Purchase of Common Stock.........        (395,752)       (39)       (2,340)           --               --         (2,379)
                                        ---------       ----       -------       --------         --------       -------

     Balances, July 31, 1999            5,950,459       $595       $46,337       $ (6,021)        $(5,547)       $35,364
     -----------------------            =========       ====       =======       ========         ========       =======


     Balances, October 31, 1999         5,951,859       $595       $46,340       $ (5,348)         $(5,439)      $36,148
     --------------------------                                                                                  -------
              (Unaudited)
Net income.......................              --         --            --          1,467               --         1,467
Translation of foreign currency
   financial statements..........              --         --            --             --           (1,549)       (1,549)
                                                                                                                 -------
Comprehensive income (loss)......                                                                                    (82)
                                                                                                                 -------
Exercise of Common Stock Options.              --         --            --             --               --            --
                                        ---------       ----       -------       --------         --------       -------

     Balances, July 31, 2000            5,951,859       $595       $46,340       $(3,881)         $(6,988)       $36,066
     -----------------------            =========       ====       =======       ========         ========       =======

</TABLE>

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


<PAGE>


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   GENERAL

The unaudited Condensed  Consolidated  Financial Statements include the accounts
of Hurco Companies, Inc. and its consolidated subsidiaries. We are an industrial
automation  company  that designs and produces  interactive  computer  controls,
software and  computerized  machine  systems for the worldwide metal cutting and
metal forming industries.

The condensed  financial  information  as of July 31, 2000 and 1999 is unaudited
but includes all adjustments that we consider  necessary for a fair presentation
of our financial  position at those dates and our results of operations and cash
flows for the nine  months  then  ended.  We suggest  you read  these  condensed
financial  statements in conjunction with the financial statements and the notes
thereto  included in our Annual  Report on Form 10-K for the year ended  October
31, 1999.

2.   HEDGING

We hedge our exposure to  fluctuations in foreign  currency  exchange rates from
time to time by using foreign  currency  forward  exchange  contracts.  The U.S.
dollar  equivalent  notional  amount of  outstanding  foreign  currency  forward
exchange  contracts  was  approximately  $3.0  million as of July 31, 2000 ($1.2
million related to firm intercompany  sales  commitments) and $4.5 million as of
October 31, 1999 ($2.1 million related to firm intercompany sales  commitments).
Deferred gains related to hedges of future sales transactions were approximately
$51,000 and deferred losses were  approximately  $48,000 as of July 31, 2000 and
October 31, 1999, respectively. Contracts outstanding at July 31, 2000 mature at
various times through September 2000.

3.   EARNINGS PER SHARE

Basic and diluted  earnings per common  share are based on the weighted  average
number of shares of common stock outstanding.  Diluted earnings per common share
give effect to outstanding stock options using the treasury stock method. Common
stock equivalents totaled approximately 74,000 shares as of July 31, 2000.

4.   ACCOUNTS RECEIVABLE

The  allowance  for  doubtful  accounts  was  $725,000  as of July 31,  2000 and
$687,000 as of October 31, 1999.

5.   INVENTORIES

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

                                           July 31, 2000        October 31, 1999
                                           -------------        ----------------
     Purchased parts and sub-assemblies        $10,368               $ 9,104
     Work-in-process                               567                 1,070
     Finished goods                             15,299                20,593
                                               -------               -------
                                               $26,234               $30,767
                                               =======               =======
<PAGE>
6.   TAX CONTINGENCY

A German tax examiner has contested the transfer of net operating losses between
two of our German  subsidiaries  that merged in fiscal 1996.  The contingent tax
liability  resulting  from this issue is  approximately  $1.4  million.  We have
protested  this  matter and have not yet  received a ruling  from the German tax
authorities on the tax examiner's findings and our protest. No provision for the
contingency has been recorded.

7.   SEGMENT INFORMATION

We operate in a single segment:  industrial  automation  systems.  We design and
produce  interactive  computer  control  systems and software  and  computerized
machine systems for sale through our own  distribution  network to the worldwide
metal  working  market.  We also  provide  software  options,  computer  control
upgrades,  accessories  and  replacement  parts  for  our  products,  as well as
customer service and training support.

Substantially  all of our  machine  systems  and  computer  control  systems are
manufactured to our specifications by contract manufacturing companies in Taiwan
and  Europe.  Our  executive  offices  and  principal  design,  engineering  and
manufacturing management operations are headquartered in Indianapolis,  Indiana.
We sell our products through over 240 independent  agents and distributors in 45
countries throughout North America, Europe and Asia. We also have our own direct
sales and service organizations in the United States, England,  France, Germany,
Italy and  Singapore,  which are  considered  to be among the world's  principal
computerized machine system consuming countries.

8.   RESTRUCTURING CHARGE

In fiscal 1998, we recorded a reserve for anticipated  costs associated with the
restructuring  of a  subsidiary  to convert its  operations  from  manufacturing
computer controls to sales and service of computerized  machine systems. At July
31, 2000, the  restructuring  reserve  balance was $345,421 and consisted of the
following:

                          Balance        Charges to                    Balance
Description               10/31/99        Accrual        Adjustment    7/31/00
- -----------               --------       ----------      ----------    --------
Excess Building Capacity  $285,899              --              --     $285,899
Equipment Leases            77,379          17,857              --       59,522
                          --------       ----------      ----------    --------
                          $363,278       $  17,857         $    --     $345,421
                          ========       ==========      ==========    ========

9.       SUBSEQUENT EVENT

On August 8, 2000, Hurco and its subsidiary,  IMS technology,  Inc. (IMS) agreed
to a  settlement  with Haas  Automation  Inc.  and Gene Haas  (Haas)  concerning
infringement of a United States interactive  machining patent (the Patent) owned
by IMS.  Under the  settlement,  IMS licensed the Patent to Haas and Haas made a
one-time  payment to IMS. We expect to report  license fee income and litigation
settlement  fees,  net of expenses,  of  approximately  $5 million in the fourth
quarter of fiscal 2000 resulting from this settlement.



<PAGE>


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" within the meaning of the Private  Securities  Litigation Reform Act
of 1995.  Such  forward-looking  statements  involve  known and  unknown  risks,
uncertainties and other factors which may cause our actual results,  performance
or achievements of the machine tool industry to be materially different from any
future  results,  performance  or  achievements  expressed  or  implied  by such
forward-looking  statements.  Such factors include, among others, (i) changes in
general  economic and business  conditions  that affect demand for  computerized
machine systems,  computer numeric control (CNC) systems and software  products,
(ii) changes in manufacturing  markets,  (iii) innovations by competitors,  (iv)
quality  and  delivery  performance  by  our  contract   manufacturers  and  (v)
governmental  actions and initiatives  including import and export  restrictions
and tariffs.

RESULTS OF OPERATIONS

Three Months Ended July 31, 2000 Compared to Three Months Ended July 31, 1999
- -----------------------------------------------------------------------------

Net income for the third quarter  ended July 31, 2000 was $407,000,  or $.07 per
share on a  diluted  basis,  which  compares  to  $400,000,  or $.07 per  share,
reported for the corresponding period a year ago. Net income for the 2000 period
was unfavorably impacted by approximately  $700,000 due to the financial effects
of changes in foreign currencies, as compared to rates in effect during the
prior year, primarily the stronger U.S. dollar in relation to those linked to
the Euro.

Sales and service fees for the third quarter of fiscal 2000 were $22.7  million,
approximately  $1.9  million,  or 9%,  higher  than those  recorded  in the 1999
period,  despite the continuing  unfavorable effects of a substantially stronger
dollar on sales made in foreign  currencies.  At comparable  exchange rates, net
sales for the third  quarter  would  have been $24.0  million,  an  increase  of
approximately  $3.3 million,  or 16%, over the prior year period.  This increase
was due almost entirely to increased shipments of computerized  machine systems,
reflecting  stronger order rates,  primarily in continental Europe and Southeast
Asia.  Machine  system sales  increased  $3.1 million,  or 21%, when measured at
exchange  rates  comparable  to those in the 1999 period.  International  sales,
after  currency  effects,  represented  approximately  58% of  sales,  which was
similar to the 1999 period.

New order  bookings  during the third  quarter of fiscal 2000 were $25.4 million
compared to $20.4 million for the corresponding 1999 period, an increase of 25%.
At constant exchange rates,  however,  new orders were  approximately 31% higher
than in the 1999 period.  Orders for computerized  machine systems increased 34%
in units;  however,  in constant  dollars the increase was 44%,  reflecting  the
benefits of a higher  percentage of larger,  higher value  machines in the total
mix of new orders.  The  increase in new orders was  attributable  primarily  to
increased market penetration in continental Europe and Southeast Asia. Orders in
Southeast Asia also benefited from significantly improved market conditions.
<PAGE>
Gross  profit  as a  percentage  of  sales  was  27.0% compared to 28.5% for the
corresponding  period in the prior year. The decrease is primarily  attributable
to the stronger U.S. dollar.

Selling,  general  and  administrative  expenses,  which  include  research  and
development expenses, increased by $616,000, or 12%, due primarily to additional
direct sales forces in Italy and certain  territories  in the U.S. and increased
product  development  expense.  These  increases  were  partially  offset by the
favorable  effects of weaker foreign  currencies on expenses incurred in foreign
currencies.  Also, selling,  general and administrative expenses during the same
quarter of the prior year were lower than normal due to cost reductions executed
during that period.

Non-operating  income increased by $332,000 during the quarter and is the result
of the  following  items.  License  fee income and  litigation  settlement  fees
increased by $128,000 as a result of five  settlements that resulted in lump sum
payments.  Interest  expense  decreased  by  $85,000,  or 26%,  as a result of a
decrease in borrowings  compared to the third  quarter of the prior year.  Other
income  increased by $119,000 as a result of rental income received from leasing
a portion of our  Indianapolis  warehouse  and the  recording  of earnings of an
affiliate accounted for under the equity method.

The provision for income tax decreased by $91,000 as a result of reduced taxable
income of a foreign subsidiary.


Nine Months Ended July 31, 2000 Compared to Nine Months Ended July 31, 1999
- ---------------------------------------------------------------------------

Net income for the nine months ended July 31, 2000 was $1.5 million, or $.24 per
share on a diluted  basis,  which  compares to $1.1 million,  or $.19 per share,
reported for the corresponding period a year ago. Net income for the 2000 period
was  unfavorably  impacted by  approximately  $2.0 million due to the  financial
effects of changes in foreign currencies, as compared to rates in effect during
the prior year, primarily the stronger U.S. dollar in relation to those linked
to the Euro.

Sales and  service  fees for the first  nine  months of fiscal  2000 were  $71.4
million,  approximately $7.9 million,  or 13%, higher than those recorded in the
1999 period,  in spite of the unfavorable  effects of a  substantially  stronger
dollar on sales made in foreign  currencies.  At comparable  exchange rates, net
sales for the first nine months of fiscal 2000 would have been $75.4 million, an
increase of approximately  $11.9 million,  or 19%, over the  corresponding  1999
period.  The  increase  was  due  almost  entirely  to  increased  shipments  of
computerized machine systems, reflecting stronger order rates on a global basis.
Machine system sales increased $11.3 million,  or 25%, when measured at exchange
rates comparable to those in the 1999 period.

New order  bookings  during  the first  nine  months of fiscal  2000 were  $74.5
million compared to $65.2 million for the corresponding 1999 period, an increase
of 14%. At exchange rates comparable to those in the 1999 period,  however,  new
orders in the first nine  months of fiscal  2000 were  approximately  20% higher
than in the first nine months of 1999.  Orders for computerized  machine systems
increased  28%  in  both  units  and  in  constant  dollars,  while  orders  for
stand-alone  computer controls  declined by 19% in constant dollars.  Orders for
computerized  machine systems in the U.S. increased  approximately $4.3 million,
or 29%, and in Southeast Asia increased $3.3 million, over 200% above the fiscal
1999 level.
<PAGE>
Selling,  general  and  administrative  expenses,  which  include  research  and
development  expenses,  increased  by $1.4  million,  or 9%,  due  primarily  to
additional direct sales forces in Italy and certain  territories in the U.S. and
increased product development expenses. These increases were partially offset by
the favorable effects of weaker foreign currencies.

Interest expense decreased by $205,000,  or 21%, from the amount recorded in the
corresponding  period of 1999,  due  primarily  to a $3.7  million  reduction in
average debt outstanding for the nine months ended July 31, 2000 compared to the
prior year period, as a result of enhanced cash flow from operations. The effect
on interest expense of increased interest rates was not significant.

Other expense (net) increased to $259,000  compared to $115,000 reported for the
corresponding  period of fiscal 1999,  due primarily to realized and  unrealized
currency  losses  associated  with accounts  receivable  denominated  in foreign
currencies,  primarily  those linked to the Euro,  which for the most part, were
not covered by forward hedge contracts during the 2000 period.

The provision for income taxes increased to $217,000 compared to $66,000 for the
corresponding  period of fiscal  1999,  due  primarily  to a $377,000  tax asset
recorded by a foreign subsidiary in the prior year.


LIQUIDITY AND CAPITAL RESOURCES

At  July  31,  2000,  we  had  cash  and  cash   equivalents  of  $3.5  million,
substantially  the same as at October 31,  1999.  Cash  provided  by  operations
totaled $6.5  million in the first nine months of fiscal 2000,  compared to $1.5
million used for  operations  in the same period of fiscal  1999.  The cash flow
provided by operations  resulted in a $4.7 million  reduction in long-term  debt
during the first nine months of fiscal 2000.

Net  working  capital  was $28.5  million at July 31,  2000,  compared  to $33.3
million at October  31,  1999.  The  decline is  attributable  principally  to a
decrease in inventory of $3.4 million.

The decrease in inventory,  consisting  primarily of finished products available
for shipment, is attributable to increased shipments in the first nine months of
fiscal 2000.

Capital   investments  in  the  first  nine  months  of  fiscal  2000  consisted
principally of expenditures for software  development  projects and purchases of
equipment.  Cash used for investing activities during the first half was derived
from operations.

On August 8, 2000, Hurco and its subsidiary,  IMS technology,  Inc. (IMS) agreed
to a  settlement  with Haas  Automation  Inc.  and Gene Haas  (Haas)  concerning
infringement of a United States interactive  machining patent (the Patent) owned
by IMS.  Under the  settlement,  IMS licensed the Patent to Haas and Haas made a
one-time  payment to IMS. We expect to report  license fee income and litigation
settlement  fees,  net of expenses,  of  approximately  $5 million in the fourth
quarter  of fiscal  2000  resulting  from this  settlement.  There are a limited
number of remaining CNC users that IMS has  identified  as potential  licensees.
Accordingly,  we believe that it is unlikely that future  license fee income and
litigation settlement fees will equal that recorded in fiscal 2000.

We were in  compliance  with all of our loan  covenants  at July  31,  2000.  We
believe that  anticipated  cash flow from  operations  and available  borrowings
under  credit  facilities  will be  sufficient  to  meet  our  anticipated  cash
requirements in the foreseeable future.
<PAGE>

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- -------  ----------------------------------------------------------

Interest Rate Risk

Interest on our bank  borrowings is affected by changes in  prevailing  U.S. and
European interest rates and/or Libor. The interest rates on the Libor portion of
our bank credit facilities are based upon a ratio of total  indebtedness to cash
flow for the  preceding  twelve  month  period and are  payable at Libor plus an
amount  ranging from 1.0% to 2.0% based upon a prescribed  formula.  At July 31,
2000,  outstanding borrowings under our bank credit facilities were $7.7 million
and our total  indebtedness  was $9.4  million.  The interest  rate on the Libor
portion of our bank debt was Libor plus 1.5%.

Foreign Currency Exchange Risk

A significant portion of our products is sourced from foreign suppliers or built
to our specifications by contract manufacturers  overseas. Our arrangements with
these  suppliers  typically  include foreign  currency risk sharing  agreements,
which  reduce (but do not  eliminate)  the effects of currency  fluctuations  on
product costs. The predominant portion of our exchange rate risk associated with
product purchases relates to the New Taiwan Dollar.

In fiscal 2000,  approximately  58.6% of our sales and service  fees,  including
export sales, were derived from foreign markets. All of our computerized machine
systems and computer numerical control systems,  as well as certain  proprietary
service  parts,  are sourced by our  U.S.-based  engineering  and  manufacturing
division  and  re-invoiced  to  our  foreign  sales  and  service  subsidiaries,
primarily in their functional currencies. We enter into forward foreign exchange
contracts from time to time to hedge the cash flow risk related to inter-company
sales and inter-company  accounts receivable  denominated in foreign currencies.
We do not speculate in the financial markets and,  therefore,  do not enter into
these contracts for trading purposes.

Forward contracts for the sale of foreign currencies as of July 31, 2000 were as
follows:
<TABLE>
                                               Weighted
                        Notional Amount          Avg.           Notional
Forward Contracts         in Foreign            Forward         Amount in        Market Value
                           Currency              Rate             US$              in US$        Maturity Dates
- -----------------          --------              ----             ---              ------        --------------
<S>                     <C>                    <C>              <C>              <C>             <C>

    Sterling               800,000              1.5445          1,235,603        1,199,200       Aug. - Sept. 2000

    Euro                 1,876,000               .9355          1,754,998        1,739,615       August 2000

</TABLE>

<PAGE>


                           PART II - OTHER INFORMATION

Item 1.           LEGAL PROCEEDINGS

As  reported  in our Annual  Report on Form 10-K for the year ended  October 31,
1999, our subsidiary, IMS Technology, Inc. (IMS) was a party to an ongoing legal
proceeding  involving Haas Automation Inc. and its owner  (collectively,  Haas).
IMS had alleged that Haas infringed one of its  Interactive  Computer  Numerical
Control patents.  On August 8, 2000, IMS and Haas agreed to a settlement.  Under
the  settlement,  IMS  licensed  the  patents  to Haas and Haas made a  one-time
payment to IMS. All claims and counter-claims of IMS and Haas were dismissed.

Item 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     At our Annual Meeting of  Shareholders  held on May 23, 2000, the following
individuals  were elected to the Board of Directors by the following  votes cast
at the meeting:


                                            For               Abstain

Robert W. Cruickshank                   4,571,891             452,141

Michael Doar                            4,571,891             452,141

Hendrik J. Hartong, Jr.                 4,572,504             451,528

Brian D. McLaughlin                     4,572,449             451,583

Richard T. Niner                        4,572,504             451,528

O. Curtis Noel                          4,571,891             452,141

Charles E. M. Rentschler                4,572,593             451,439

Shareholders  also approved an amendment of the Company's  1997 Stock Option and
Incentive  Plan which (i) increases from 500,000 to 750,000 the number of shares
of common stock subject to issuance under the plan,  (ii) increases from 100,000
to  200,000  the  number of shares of common  stock  which may be granted to any
individual participant pursuant to awards made under the plan, and (iii) adds as
eligible  participants  in the plan members of the Company's  Board of Directors
who are not employees of the Company.  The results of the voting with respect to
the amendment were as follows:

                                                    Abstentions and
              For              Against              Broker Non-Votes

           2,607,090          2,074,027                 342,915




<PAGE>


Item 6.           EXHIBITS AND REPORTS ON FORM 8-K

     (a)   Exhibits

     10.1    Amended 1997 Stock Option and Incentive Plan

     11      Statement re:  Computation of Per Share Earnings

     27      Financial Data Schedule (electronic filing only)

     (b)     Reports on Form 8-K:  None





<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and 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




August 29, 2000

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AMENDED 1997 STOCK OPTION AND INCENTIVE PLAN
<TEXT>







                                  Exhibit 10.1


                  AMENDED 1997 STOCK OPTION AND INCENTIVE PLAN




<PAGE>


                              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,
directors  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 applicable 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.



<PAGE>

                  "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, in the case of an Employee, the
absence of any  interruption  or  termination  of service as an  Employee of the
Company  or an  Affiliate;  and  in  the  case  of an  individual  who is not an
Employee,  the  absence  of any  interruption  or  termination  of  the  service
relationship  between the  individual  and 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.
<PAGE>
                  "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  individual 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, with respect to an Employee,  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 and, with respect to
a Director who is not an Employee, cessation of Continuous Service on the Board.

                  "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.
<PAGE>
                  "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,
Directors 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 750,000  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 200,000 Shares.
<PAGE>
                           (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.
<PAGE>
                           (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.
<PAGE>
                  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
<PAGE>
                  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  respect  to 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
<PAGE>
                                    (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:
<PAGE>
                           (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.
<PAGE>
                  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.
<PAGE>
                  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 29, 1997

                Approved as Amended by the Board of Directors of
                  Hurco Companies, Inc. as of December 7, 1999

                Approved as Amended by the Shareholders of Hurco
                                            Companies, Inc. as of May 23, 2000

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-11
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>STATEMENT RE: COMP OF PER SHARE EARNINGS
<TEXT>








                                   Exhibit 11


                 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS



<PAGE>
                                                  Exhibit 11
                              Statement Re: Computation of Per Share Earnings

<TABLE>
                                                    Three Months Ended                                 Nine Months Ended
                                                         July 31,                                          July 31,
                                    ------------------------------------------------------------------------------------------------
                                              2000                      1999                     2000                     1999
                                    ------------------------------------------------------------------------------------------------
(in thousands, except per share amount)
                                        Basic      Diluted       Basic      Diluted       Basic      Diluted      Basic      Diluted
                                    ------------------------------------------------------------------------------------------------
<S>                                  <C>          <C>          <C>         <C>          <C>         <C>          <C>         <C>
Net income                           $     407    $     407    $     400   $     400    $   1,467   $   1,467    $  1,129  $   1,129

Weighted average shares
  outstanding                            5,952        5,952        5,947       5,947        5,952       5,952       5,989      5,989

Assumed issuances under
  stock options plans
                                             -           74            -          97            -          67           -         87
                                    ------------------------------------------------------------------------------------------------
                                         5,952        6,026        5,947       6,044        5,952       6,019       5,989      6,076


Earnings per common share            $    0.07    $    0.07    $    0.07   $    0.07    $    0.25   $    0.24    $   0.19   $   0.19
                                    ================================================================================================
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>FDS --
<TEXT>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY REPORT 10-Q FOR THE PERIOD ENDED JULY 31, 2000 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                   0000315374
<NAME>                  SUSAN CAMERON
<MULTIPLIER>                                   1,000
<CURRENCY>                                     US DOLLARS

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              OCT-31-2000
<PERIOD-START>                                 MAY-1-2000
<PERIOD-END>                                   JUL-31-2000
<EXCHANGE-RATE>                                1
<CASH>                                         3,468
<SECURITIES>                                   0
<RECEIVABLES>                                  18,188
<ALLOWANCES>                                   725
<INVENTORY>                                    26,234
<CURRENT-ASSETS>                               48,583
<PP&E>                                         19,989
<DEPRECIATION>                                 11,096
<TOTAL-ASSETS>                                 65,144
<CURRENT-LIABILITIES>                          20,108
<BONDS>                                        0
<PREFERRED-MANDATORY>                          0
<PREFERRED>                                    0
<COMMON>                                       595
<OTHER-SE>                                     35,471
<TOTAL-LIABILITY-AND-EQUITY>                   65,144
<SALES>                                        22,676
<TOTAL-REVENUES>                               22,676
<CGS>                                          16,561
<TOTAL-COSTS>                                  16,561
<OTHER-EXPENSES>                               5,457
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             248
<INCOME-PRETAX>                                410
<INCOME-TAX>                                   3
<INCOME-CONTINUING>                            407
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   407
<EPS-BASIC>                                    .07
<EPS-DILUTED>                                  .07



</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
