Exhibit 10.1




                           THE THIRD AMENDMENT TO THE

                    AMENDED AND RESTATED CREDIT AGREEMENT AND

                      AMENDMENT TO REIMBURSEMENT AGREEMENT,
   Between the Registrant and Bank One, Indiana National Association and Bank
        One, Michigan (formerly known as NBD Bank) dated August 17, 1999


<PAGE>


                               THIRD AMENDMENT TO

                      AMENDED AND RESTATED CREDIT AGREEMENT

                    AND AMENDMENT TO REIMBURSEMENT AGREEMENT

         THIS THIRD  AMENDMENT  TO AMENDED AND  RESTATED  CREDIT  AGREEMENT  AND
AMENDMENT  TO  REIMBURSEMENT  AGREEMENT,  dated  as of  August  17,  1999  (this
"Amendment"),   among  HURCO  COMPANIES,   INC.,  an  Indiana  corporation  (the
"Company"),   BANK  ONE,  INDIANA,  NATIONAL  ASSOCIATION,  a  national  banking
association  (successor  in interest  by merger to NBD Bank,  N. A.) ("Bank One,
Indiana"),  and BANK ONE,  MICHIGAN,  a Michigan banking  corporation  (formerly
known as NBD  Bank)  ("Bank  One,  Michigan"  and,  collectively  with Bank One,
Indiana, the "Banks").

                                    RECITALS

         A. The parties hereto have entered into an Amended and Restated  Credit
Agreement and Amendment to Reimbursement Agreement dated as of September 8, 1997
(as amended, the "Credit Agreement"), which is in full force and effect.

         B.       The Company  desires to further amend the Credit  Agreement as
herein  provided,  and the Bank is willing to so amend the Credit Agreement on
the terms set forth herein.

                                    AGREEMENT

         Based upon these recitals, the parties agree as follows:

         1.       Amendment.  Upon the Company  satisfying  the  condition  set
forth in  paragraph 4 (the date that this occurs  being
                  ---------
called the "Effective Date"), the Credit Agreement shall be amended as follows:

         (a)      The definition of the term "Applicable Additional Margin" is
added, to read as follows:

                  "Applicable Additional Margin",  during periods when the Fixed
         Charge Ratio is less than 1.25 to 1.00,  means a margin per annum equal
         to 0.25%.

         (b)      The definition of the term "Applicable Commitment Fee" is
amended and restated, to read as follows:
<PAGE>
                  "Applicable Commitment Fee" means the following per annum rate
         in effect on each Interest  Payment  Date,  based upon the ratio of the
         Consolidated Total Indebtedness to EBITDA, as adjusted on the first day
         of each fiscal  quarter of the  Company,  based upon such ratio for the
         four fiscal  quarters  immediately  preceding  the fiscal  quarter most
         recently ended (e.g., beginning with a fiscal quarter starting February
         1, the per annum rate  shall be based on the ratio for the four  fiscal
         quarters ending on the prior October 31):
<TABLE>
                                    Ratio                                               Commitment Fee
                  <S>                                                                   <C>
                  (a)               less than or equal to 1.0 to 1.0                    0.20%

                  (b)               greater than 1.0 to 1.0 and less                    0.25%
                                    than or equal to 2.0 to 1.0

                  (c)               greater than 2.0 to 1.0 and less                    0.3125%
                                    than or equal to 2.5 to 1.0

                  (d)               greater than 2.5 to 1.0 and less                    0.375%
                                    than or equal to 3.0 to 1.0

                  (e)               greater than 3.0 to 1.0                             0.50%
</TABLE>
         (c)      The definition of the term "Applicable Eurodollar Rate Margin"
is amended and restated, to read as follows:

                  "Applicable Eurodollar Rate Margin" means the following margin
         per annum based upon the ratio of the Consolidated  Total  Indebtedness
         to EBITDA,  as adjusted on the first day of each fiscal  quarter of the
         Company, based upon such ratio for the four fiscal quarters immediately
         preceding the fiscal quarter most recently ended (e.g.,  beginning with
         a fiscal quarter starting February 1, the per annum rate shall be based
         on the ratio for the four fiscal  quarters  ending on the prior October
         31); provided, that, the Eurodollar Rate shall not be adjusted pursuant
         to the Applicable Eurodollar Rate Margin for any outstanding Eurodollar
         Rate Loan during the applicable Eurodollar Interest Period:
<TABLE>
                                                                                        Eurodollar

                                    Ratio                                               Rate Margin
                  <S>               <C>                                                 <C>
                  (a)               less than or equal to 1.0 to 1.0                    1.0%

                  (b)               greater than 1.0 to 1.0 and less                    1.125%
                                    than or equal to 1.5 to 1.0

                  (c)               greater than 1.5 to 1.0 and less                    1.25%
                                    than or equal to 2.0 to 1.0

                  (d)               greater than 2.0 to 1.0 and less                    1.5%
                                    than or equal to 2.5 to 1.0

                  (e)               greater than 2.5 to 1.0 and less                    1.75%
                                    than or equal to 3.0 to 1.0

                  (f)               greater than 3.0 to 1.0                             2.0%
</TABLE>
         (d)      The definition of the term "Automatic Termination Date" is
amended and restated, to read as follows:
<PAGE>
                  "Automatic Termination Date" means May 1, 2002.
                   --------------------------

         (e)      The definition of the term "Cumulative Net Income" is amended
and restated, to read as follows:

                  "Cumulative   Net  Income"   means,   as  of  any  date,   the
         consolidated  net income of the  Company  and its  Subsidiaries  (after
         deduction for income taxes,  including without  limitation the SBT) for
         the  period  commencing  on May 1,  1999,  through  the end of the most
         recently  completed fiscal quarter,  taken as one accounting period all
         as  determined  in  accordance  with  Generally   Accepted   Accounting
         Principles.

         (f)      The definition of the term "Eurodollar Rate" is amended and
restated, to read as follows:

                  "Eurodollar  Rate" means,  with respect to any Eurodollar Rate
         Loan and the related  Eurodollar  Interest  Period,  the per annum rate
         that is equal to the sum of:

                  (a) the Applicable Eurodollar Rate Margin, plus

                  (b) the Applicable Additional Margin, plus

                  (c) the rate per annum  obtained by dividing (i) the per annum
         rate of  interest  at which  deposits  in  Dollars  for  such  European
         Interest  Period and in aggregate  amount  comparable  to the amount of
         such  Eurodollar Rate Loan are offered to the Bank by other prime banks
         in the London  interbank market at approximately 11 a.m. London time on
         the  second  Eurodollar  Business  Day  prior to the  first day of such
         Eurodollar  Interest  Period by (ii) an  amount  equal to one minus the
         stated   maximum  rate   (expressed   as  a  decimal)  of  all  reserve
         requirements (including,  without limitation, any marginal,  emergency,
         supplemental,  special or other  reserves)  that are  specified  on the
         first day of such Eurodollar  Interest Period by the Board of Governors
         of the Federal  Reserve  System (or any successor  agency  thereto) for
         determining   the  maximum   reserve   requirement   with   respect  to
         Eurocurrency   funding   (currently   referred   to  as   "Eurocurrency
         liabilities" in Regulation D of such Board) maintained by a member bank
         of such System;

         all as  conclusively  determined by the Bank (absent  manifest  error),
         such sum to be rounded up, if necessary,  to the nearest whole multiple
         of one one-hundredth of one percent (1/100 of 1%).

         (g)      The definition of the term "European Facility" is amended and
restated, to read as follows:

                  "European Facility" means a facility under which FCNBD, in its
         sole discretion, may make revolving credit loans in favor of any of the
         European Subsidiaries not to exceed $5,000,000 or its Dollar Equivalent
         (subject to Section 2.1(b)) pursuant to a letter agreement of even date
         herewith, as amended from time to time.

         (h)      The definition of the term "European Subsidiaries" is added,
to read as follows:
<PAGE>
                  "European Subsidiaries" means, collectively, Hurco Europe,
Hurco GmbH, Hurco B.V., and Hurco S.A.R.L.

         (i)      The definition of the term "Fixed Charge Ratio" is added, to
read as follows:

                  "Fixed Charge Ratio" is defined in Section 5.2(b).

         (j)      The definition of the term "Floating Rate" is amended and
restated, to read as follows:

                  "Floating Rate" means the per annum rate equal to the sum of
                   -------------

                  (a) the Applicable Additional Margin, plus

                  (b) the  greater of (i) the Prime Rate in effect  from time to
         time,  and (ii) the sum of one percent  (1%) per annum plus the Federal
         Funds  Rate in effect  from time to time,  which  Floating  Rate  shall
         change  simultaneously  with any  change in the Prime  Rate or  Federal
         Funds Rate, as the case may be.

         (k)      The definition of the term "Hurco B.V." is added, to read as
follows:

                  "Hurco  B.V." means Hurco B.V., a limited  liability  company
organized  under the laws of the  Netherlands,  and an indirect wholly-owned
subsidiary of the Company.

         (l)      The definition of the term "Hurco S.A.R.L. " is added, to read
as follows:

                  "Hurco  S.A.R.L." means Hurco  S.A.R.L.,  a limited  liability
company  organized  under the laws of France,  and an indirect wholly-owned
subsidiary of the Company.

         (m)      Section 5.2(b) is amended and restated, to read as follows:
<PAGE>
                  (b) Fixed Charge Ratio.  As of the end of each fiscal  quarter
         ending on the dates set forth below,  permit the ratio of  Consolidated
         Income  Available for Fixed Charges to  Consolidated  Fixed Charges for
         the preceding  twelve months (the "Fixed Charge Ratio") to be less than
         the amount set forth next to such date:

                  Fiscal Quarter Ending                       Ratio

                  July 31, 1999                      1.25 to 1.00
                  October 31, 1999                   1.25 to 1.00
                  January 31, 2000                   1.10 to 1.00
                  April 30, 2000                     1.00 to 1.00
                  July 31, 2000                      1.00 to 1.00
                  October 31, 2000                   1.00 to 1.00
                  January 31, 2001                   1.00 to 1.00
                  April 30, 2001                     1.10 to 1.00
                  July 31, 2001                      1.10 to 1.00
                  October 31, 2001                   1.25 to 1.00
                  January 31, 2002                   1.25 to 1.00
                  April 30, 2002                     1.25 to 1.00
                  July 31, 2002                      1.25 to 1.00
                  October 31, 2002                   1.25 to 1.00

         (n)      Section 5.2(c) is amended and restated, to read as follows:

                  (c) Tangible Net Worth. Permit or suffer consolidated Tangible
         Net Worth of the  Company  and its  Subsidiaries  as of the last day of
         each fiscal  quarter  ending after April 30, 1999,  to be less than the
         sum of (i) $30,000,000 plus (ii) an amount equal to fifty percent (50%)
         of Cumulative Net Income of the Company and its Subsidiaries at the end
         of the  fiscal  quarter  plus  (iii) an  amount  equal to  seventy-five
         percent (75%) of the aggregate Equity Proceeds  received by the Company
         or its Subsidiaries after April 30, 1999, and on or prior to the end of
         the fiscal quarter.

         (o)      Section 5.2(j) is amended and restated, to read as follows:

                  (j) Capital  Expenditures.  Acquire or contract to acquire any
         fixed asset or make other Capital Expenditure if the aggregate purchase
         price and other acquisition costs of all such fixed assets acquired and
         other  Capital  Expenditures  made  by  the  Company  and  any  of  its
         Subsidiaries  during  any fiscal  quarter,  together  with the  Capital
         Expenditures made during the prior three fiscal quarters, would exceed,
         on a consolidated  basis,  (i) during each fiscal quarter of the Fiscal
         Years  1999,  2001,  and 2002  (except  for the fourth  quarter  ending
         October  31,  1999),  an amount  equal to the greater of (A) the amount
         which would  allow the ratio of EBITDAR to the sum of the  Consolidated
         Fixed Charges plus Capital Expenditures to be not less than 1.15 to 1.0
         for the four  fiscal  quarters  immediately  preceding  the date of the
         proposed Capital Expenditure, and (B) the consolidated depreciation and
         amortization  expense of the Company and its Subsidiaries for such four
         fiscal  quarter  period,  and (ii)  during  the fourth  quarter  ending
         October 31, 1999 and each fiscal quarter of Fiscal Year 2000, an amount
         equal to the  greater of (A) the amount  which would allow the ratio of
         EBITDAR  to the sum of the  Consolidated  Fixed  Charges  plus  Capital
         Expenditures  to be not  less  than  1.15 to 1.0 for  the  four  fiscal
         quarters  immediately  preceding  the  date  of  the  proposed  Capital
         Expenditure,   and  (B)  150%  of  the  consolidated  depreciation  and
         amortization  expense of the Company and its Subsidiaries for such four
         fiscal quarter period.
<PAGE>
         (p)      Schedule 4.4 is replaced by Schedule 4.4 attached hereto.

         2. References to Credit Agreement. From and after the effective date of
this Amendment,  references to the Credit  Agreement in the Credit Agreement and
all  other  documents  issued  under  or with  respect  thereto  (as each of the
foregoing is amended hereby or pursuant hereto) shall be deemed to be references
to the Credit Agreement as amended hereby.

         3.       Representations and Warranties.  The Company represents and
warrants to the Banks that:

                  (a)  (i)  The  execution,  delivery  and  performance  of this
Amendment and all  agreements  and documents  delivered  pursuant  hereto by the
Company have been duly authorized by all necessary  corporate  action and do not
and  will  not  violate  any  provision  of any law,  rule,  regulation,  order,
judgment,  injunction,  or award  presently in effect  applying to it, or of its
articles of  incorporation  or bylaws,  or result in a breach of or constitute a
default under any material  agreement,  lease or instrument to which the Company
is a party or by which it or its properties may be bound or affected  (including
without  limitation  any credit  facility with  Principal  Mutual Life Insurance
Company); (ii) no authorization, consent, approval, license, exemption or filing
of  a  registration  with  any  court  or  governmental  department,  agency  or
instrumentality  is or will be  necessary  to the valid  execution,  delivery or
performance  by the Company of this  Amendment and all  agreements and documents
delivered  pursuant  hereto;  and (iii) this  Amendment and all  agreements  and
documents  delivered  pursuant  hereto by the Company  are the legal,  valid and
binding  obligations of the Company,  enforceable  against it in accordance with
the terms thereof.

                  (b) After giving effect to the  amendments  contained  herein,
the representations  and warranties  contained in Article IV (other than Section
4.6) of the Credit  Agreement  are true and  correct on and as of the  effective
date hereof with the same force and effect as if made on and as of the effective
date.

                  (c) No Event of Default has occurred and is continuing or will
exist under the Credit Agreement as of the effective date hereof.

         4.       Conditions to  Effectiveness.  This Amendment shall not become
effective until the Banks have received the following documents and the
following conditions have been satisfied, each in form and substance
satisfactory to the Banks:

                  (a) Copies, certified as of the effective date hereof, of such
corporate  documents of the Company and the Guarantors as the Banks may request,
including  articles of incorporation,  bylaws (or certifying as to the continued
accuracy of the articles of incorporation  and by-laws  previously  delivered to
the Banks), and incumbency certificates, and such documents evidencing necessary
corporate  action  by the  Company  and  the  Guarantors  with  respect  to this
Amendment and all other agreements or documents delivered pursuant hereto as the
Banks may request;

                  (b) A  letter  agreement  regarding  the  Third  Amendment  to
European  Facility of even date  herewith  among the European  Subsidiaries  and
FCNBD, in form and substance satisfactory to the Banks;
<PAGE>
                  (c)      A  Confirmation  of  Subsidiary  Guaranty of even
date herewith  executed by the  Guarantors in favor of the
Banks and FCNBD, in form and substance satisfactory to the Banks;

                  (d)      Such additional agreements and documents,  fully
executed by the Company, as are reasonably requested by the Banks; and

                  (e)      The  Company  has paid the  Banks on or prior to the
Effective  Date an  arrangement  fee in the  amount of $37,500.

         5. Miscellaneous.  The terms used but not defined herein shall have the
respective  meanings  ascribed  thereto  in  the  Credit  Agreement.  Except  as
expressly amended,  the Credit Agreement and all other documents issued under or
with respect thereto are ratified and confirmed by the Banks and the Company and
shall remain in full force and effect, and the Company hereby  acknowledges that
it has no defense, offset or counterclaim with respect thereto.

         6.       Counterparts.  This  Amendment  may be executed in any number
of  counterparts,  all of which  taken  together  shall constitute one and the
same instrument and any of the parties hereto may execute this Amendment by
signing any such counterpart.

         7. Expenses. The Company agrees to pay and save the Banks harmless from
liability  for all costs and  expenses  of the Banks  arising in respect of this
Amendment,  including the reasonable fees and expenses of Dickinson Wright PLLC,
counsel to the Banks,  in connection with preparing and reviewing this Amendment
and any related agreements and documents.

         8. Governing Law. This Amendment is a contract made under, and shall be
governed by and construed in accordance  with,  the laws of the State of Indiana
applicable to contracts made and to be performed  entirely within such state and
without giving effect to the choice law principles of such state.


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the date first written above.

HURCO COMPANIES, INC.                                         BANK ONE, INDIANA,
                                                           NATIONAL ASSOCIATION


By:  ________________________                     By:__________________________

         Its: ___________________                      Its:  __________________



BANK ONE, MICHIGAN


By:  ________________________

         Its: ___________________




DETROIT  15275-5  452428-4