EXHIBIT 10.42.4




                   Amendment and Notes Modification Agreement
                             dated January 31, 1995
       between the Registrant and Principal Mutual Life Insurance Company

































<PAGE>


                   AMENDMENT AND NOTES MODIFICATION AGREEMENT


THIS  AMENDMENT  AND  NOTES  MODIFICATION  AGREEMENT  ("Amendment")  dated as of
January 31, 1995 is entered  into  between  Hurco  Companies,  Inc.,  an Indiana
corporation  (the "Company"),  and Principal Mutual Life Insurance  Company (the
"Purchaser").

                                  WITNESSETH:

The Company and the Purchaser  have entered into that certain  Hurco  Companies,
Inc.  Amended and Restated Note Agreement  dated as of March 24, 1994 (the "Note
Agreement"),  and the Company has executed and  delivered to the  Purchaser  the
"Notes" (as defined in the Note Agreement).  The Company and the Purchaser agree
to amend the Note  Agreement and to modify the Notes on the terms and conditions
hereinafter set forth. Terms defined in the Note Agreement which are used herein
shall have the same  meaning set forth in the Note  Agreement  unless  otherwise
specified herein.


1.  AMENDMENT.  Effective  as of January 31, 1995 and subject to the  conditions
precedent set forth in paragraph 3 hereof,  the Note Agreement is hereby amended
as follows:

               1.1 In SECTION 2.1(A), the date "January 31, 1996" is deleted and
               is replaced by "February 1, 1996". 

               1.2 In clause FIRST of the third sentence of SECTION 2.1(B),  the
               date  "January  31, 1996" is deleted and is replaced by "February
               1, 1996".

               1.3 In the  definition of  "FORBEARANCE  DEFAULT" in SECTION 5.1,
               the  date  "January  31,  1996" is  deleted  and is  replaced  by
               "February 1, 1996".

               1.4 In  clauses  (i)  and  (ii)  of  the  definition  of  "TARGET
               INDEBTEDNESS"  in SECTION  5.1,  the date  "January  31, 1996" is
               deleted and is replaced by "February 1, 1996".

2. NOTES  MODIFICATION.  In clause (b) of the  fourth  paragraph  of each of the
Notes,  the date  "January  31, 1996" is deleted and is replaced by "February 1,
1996".
                 
3. CONDITIONS PRECEDENT.  This Amendment shall become effective as of the latest
to occur of the date (i) the  Company  shall  have  delivered  to the  Purchaser
reaffirmations  of each of the Subsidiary  Guaranties  and the Autocon  Guaranty
executed  in favor of  Purchaser,  (ii) the  Company and NBD execute and deliver
amendments  to the NBD  Agreement and the NBD Term Loan in the form of EXHIBIT A
attached  hereto,  and  (iii) the  Purchaser  and NBD  execute  and  deliver  an
amendment  to the  Intercreditor  Agreement  in the form of  EXHIBIT B  attached
hereto.

4.  REPRESENTATION  AND WARRANTY.  The Company hereby represents and warrants to
the  Purchaser  that this  Amendment  constitutes  a legal,  valid  and  binding
obligation of the Company enforceable against the Company in accordance with its
terms.

<PAGE>

5. COSTS AND EXPENSES.  In accordance  with SECTION 11.1 of the Note  Agreement,
the Company  acknowledges  that it is liable to pay all  reasonable  expenses of
Purchaser,  including, without limitation,  reasonable charges and disbursements
of special counsel,  incurred in connection with the preparation,  execution and
delivery of this Amendment.

6.  RATIFICATION.  Except as specifically  amended or modified  above,  the Note
Agreement  and each of the Notes  shall  remain in full force and effect and are
hereby ratified and confirmed. The execution, delivery and effectiveness of this
Amendment shall neither operate as a waiver of any right, power or remedy of the
Purchaser  under the Note  Agreement or the Notes nor operate as a waiver of any
provision of the Note  Agreement or the Notes except as  specifically  set forth
herein.

IN WITNESS WHEREOF,  the Company and the Purchaser have caused this Amendment to
be executed and delivered by their respective officer or officers thereunto duly
authorized.
                        HURCO COMPANIES, INC.


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


                        PRINCIPAL MUTUAL LIFE INSURANCE COMPANY


                        By: /S/STEPHEN G. SKRIVANEK
                            -----------------------
                        Title: Counsel

                        By: /S/CLINT WOODS
                            -----------------------
                        Title:Counsel






















<PAGE>
                                   EXHIBIT A

                      FIRST AMENDMENT TO CREDIT AGREEMENT



         THIS FIRST AMENDMENT TO CREDIT AGREEMENT,  dated as of January 31, 1995
(this "First Amendment"),  between HURCO COMPANIES, INC., an Indiana corporation
(the  "Company"),  and NBD BANK (formerly  known as NBD Bank,  N.A.), a Michigan
banking corporation (the "Bank").


                                    RECITALS


A. The parties hereto have entered into a Credit Agreement and Amendment to Term
Loan Agreement, dated as of March 24, 1994 (the "Credit Agreement"), which is in
full force and effect.
         
B. The Company desires to amend the Credit Agreement as herein provided, and the
Bank is willing to so amend the Credit Agreement on the terms and conditions set
forth herein.

                                   AGREEMENT


         Based upon these recitals, the parties agree as follows:

1. AMENDMENT.  Upon the Company satisfying the conditions 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 term "Automatic Termination Date" at Section 1.1 of the Credit Agreement
is amended to read as follows:

                  "'AUTOMATIC TERMINATION DATE' means February 1, 1996."

(b) The term  "Guarantor" is added to Section 1.1 following the term  "generally
accepted accounting principles" to read as follows:
 
                    "'GUARANTOR'  means Autocon  Technologies,  Inc., an Indiana
                    corporation and wholly-owned Subsidiary of the Company." (c)
                    Section 7.1(h) is amended by adding the following  phrase to
                    the end of the last sentence of that subsection:  "except as
                    disclosed on Schedule 6.9"
                
(d) Section 8.1(e) is amended by adding the following  phrase to the end of that
subsection (before the semi-colon):
    
                    ", PROVIDED,  HOWEVER,  that the occurrence of a Forbearance
                    Default  (as  defined in the PML Note  Agreement)  shall not
                    constitute an Event of Default"

(e) Exhibit D is amended in its  entirety by  substituting  therefor the form of
Second Amended and Restated NBD Term Note attached hereto as Exhibit D.




<PAGE>
       
2.  REFERENCES TO CREDIT  AGREEMENT.  From and after the effective  date of this
First 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
Bank that:

(a) (i) The execution,  delivery and performance of this First 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;  (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 First
Amendment and all agreements and documents  delivered pursuant hereto; and (iii)
this First 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 VI (other than Section 6.5) 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 such 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 First Amendment shall not become effective
until the Bank has received the following documents and the following conditions
have been satisfied, each in form and substance satisfactory to the Bank:

(a)  Copies,  certified  as of the  effective  date  hereof,  of such  corporate
documents  of the  Company  as the  Bank  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 Bank), and
incumbency  certificates,  and such  documents  evidencing  necessary  corporate
action  by the  Company  with  respect  to this  First  Amendment  and all other
agreements or documents delivered pursuant hereto as the Bank may request;

(b) An Amendment and Notes Modification  Agreement of even date herewith between
the Company and Principal Mutual Life Insurance Company ("PML"), in the form and
substance satisfactory to the Bank;

(c) An Amendment to  Intercreditor,  Agency,  and Sharing Agreement of even date
herewith  among the Company,  the Bank,  PML, and the Bank as Agent for the Bank
and PML, in form and substance satisfactory to the Bank;

(d) The Second  Amended and Restated NBD Term Note executed and delivered by the
Company in the form attached hereto as Exhibit D;



<PAGE>

(e) A Confirmation  of Guaranty of even date herewith  executed and delivered by
the Guarantor in favor of the Bank; and

(f) Such additional agreements and documents,  fully executed by the Company, as
are reasonably requested by the Bank.

5.  MISCELLANEOUS.  The  terms  used  but not  defined  herein  shall  have  the
respective  meanings  ascribed  thereto  in  the  Credit  Agreement.  Except  as
expressly  amended hereby,  the Credit  Agreement and all other documents issued
under or with respect  thereto are hereby ratified and confirmed by the Bank 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  First  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 First  Amendment by
signing any such counterpart.

7. EXPENSES. The Company agrees to pay and save the Bank harmless from liability
for all  costs  and  expenses  of the Bank  arising  in  respect  of this  First
Amendment,  including the  reasonable  fees and expenses of  Dickinson,  Wright,
Moon, Van Dusen & Freeman, counsel to the Bank, in connection with preparing and
reviewing this First Amendment and any related agreements and documents.

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

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



HURCO COMPANIES, INC.                                NBD BANK (formerly known as
                                                       NBD Bank, N.A.)


By:/S/ROGER J. WOLF                                  By:/S/ANDREW P. ARTON
   ----------------------                               ------------------------
   Roger J. Wolf                                        Andrew P. Arton
   Its: Senior Vice President                        Its:  Second Vice President
       and Chief Financial Officer














<PAGE>
                                   EXHIBIT D
                   SECOND AMENDED AND RESTATED NBD TERM NOTE
$4,086,203.46                                                   January 31, 1995
                                                               Detroit, Michigan

FOR VALUE RECEIVED, HURCO COMPANIES, INC. ("Borrower"),  an Indiana corporation,
hereby unconditionally  promises to pay to the order of NBD Bank (formerly known
as NBD  Bank,  N.A.),  a  Michigan  banking  corporation  (the  "Bank"),  at the
principal  banking  office of the Bank in lawful  money of the United  States of
America and in immediately  available  funds,  the principal sum of Four Million
Eighty-Six Thousand Two Hundred Three and 46/100 Dollars ($4,086,203.46), unless
earlier payment is required,  in installments as follows: (i) $1,750,000 payable
on the  Automatic  Termination  Date,  and (ii)  the  remainder  payable  on the
Maturity Date, when the entire  outstanding  principal  balance of the Term Loan
evidenced hereby,  and all accrued interest  thereon,  shall be due and payable;
and to pay  interest on the unpaid  principal  balance  hereof from time to time
outstanding,  in like money and funds, for the period from the date hereof until
such  Term Loan  shall be paid in full,  at the rates per annum and on the dates
provided in the Term Loan Agreement referred to below.

The Bank is hereby authorized by the Borrower to record on its books and records
the date, amount and type of each Loan, the applicable interest rate, the amount
of each payment or prepayment of principal  thereon,  and any other  information
required  by the Bank,  which  books and records  shall  constitute  prima facie
evidence of the information so recorded,  PROVIDED, HOWEVER, that any failure by
the Bank to record any such  information  shall not relieve the  Borrower of its
obligation to repay the outstanding  principal amount of the Term Loan evidenced
hereby, all accrued interest thereon and any amount payable with respect thereto
in accordance with the terms of this Term Note and the Term Loan Agreement.

The Borrower and each endorser or guarantor  hereof waives demand,  presentment,
protest,  diligence,  notice of dishonor and any other  formality in  connection
with this Term Note. Should the indebtedness  evidenced by this Term Note or any
part  thereof  be  collected  in any  proceeding  or be  placed  in the hands of
attorneys  for  collection,  the  Borrower  agrees to pay,  in  addition  to the
principal,  interest  and  other  sums  due and  payable  hereon,  all  costs of
collecting this Term Note, including attorneys' fees and expenses.

This Term Note evidences a Term Loan made under a Term Loan  Agreement  dated as
of September 9, 1991,  as amended by a Credit  Agreement  and  Amendment to Term
Loan  Agreement  dated as of March 24, 1994,  and as further  amended by a First
Amendment to Credit Agreement of even date herewith between the Borrower and the
Bank (as amended,  the "Term Loan Agreement"),  to which reference is made for a
statement  of the  circumstances  under  which  this  Term  Note is  subject  to
prepayment and under which its due date may be  accelerated.  Capitalized  terms
used but not  defined  in this  Term Note  shall  have the  respective  meanings
assigned to them in the Term Loan Agreement.

This  Term  Note is made  under,  and  shall be  governed  by and  construed  in
accordance with, the laws of the State of Michigan  applicable to contracts made
and to be  performed  entirely  within such State and without  giving  effect to
choice of law principles of such State.

                                              HURCO COMPANIES, INC.

                                              By: /S/ROGER J. WOLF
                                              Its: Senior Vice President
                                                     and Chief Financial Officer

<PAGE>

                                   EXHIBIT B
                          AMENDMENT TO INTERCREDITOR,
                          AGENCY AND SHARING AGREEMENT


         THIS AMENDMENT, dated as of January 31, 1995 (this "Amendment"),  among
Hurco  Companies,  Inc. (the  "Company"),  NBD Bank (formerly known as NBD Bank,
N.A.),  a Michigan  banking  corporation  ("NBD"),  and  Principal  Mutual  Life
Insurance Company,  an Iowa corporation  ("PML" and,  collectively with NBD, the
"Lenders"), and NBD as Agent for the Lenders (in such capacity, the "Agent").

                                R E C I T A L S

         A. The parties  hereto have entered into an  Intercreditor,  Agency and
Sharing  Agreement dated as of March 24, 1994 (the  "Intercreditor  Agreement"),
which is in full force and effect.

         B. In connection with amending certain credit  facilities  described in
the Intercreditor Agreement, including entering into a First Amendment to Credit
Agreement  between the Company and NBD, a letter  agreement  among Hurco  Europe
Limited,  Hurco GmbH  Werkzeugmaschinen  CIM-Baustein  Vertrieb und Service, and
NBD, a Second  Amended and Restated NBD Term Note  executed by Hurco in favor of
NBD, and an Amendment  and Notes  Modification  Agreement  between Hurco and PML
(such amending documents and all related documents  collectively  referred to as
the  "Amending  Documents"),  the  Company  desires  to amend the  Intercreditor
Agreement  as herein  provided,  and the  Lenders  are  willing  to so amend the
Intercreditor Agreement on the terms and conditions set forth herein.

                               A G R E E M E N T

         Based upon these recitals, the parties agree as follows:

     1. AMENDMENT.  The definition of "Automatic Termination Date" is amended to
read as follows:

             "'AUTOMATIC TERMINATION DATE' means February 1, 1996."

     2.  CONSENT OF LENDERS.  Each of the Lenders  consents to the other  Lender
entering into each of the Amending Documents to which it is a party,  contingent
upon all of the  Amending  Documents  being  executed by each party  thereto and
becoming  effective in accordance with their terms.  Each of the Lenders and the
Company  agrees to take all actions  necessary or  appropriate  to enter into or
cause their respective  affiliates to enter into the Amending Documents to which
they are respectively a party.

     3.  MISCELLANEOUS.  The terms used but not  defined  herein  shall have the
respective meanings ascribed thereto in the Intercreditor  Agreement.  Except as
expressly amended hereby,  the  Intercreditor  Agreement and all other documents
issued under or with respect  thereto are hereby  ratified and  confirmed by the
Lenders,  the Agent,  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.
     
     4.  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.

<PAGE>

     5.  EXPENSES.  The Company agrees to pay and save the Agent and the Lenders
harmless from  liability for all costs and expenses of the Lenders and the Agent
arising in respect of this Amendment, including the reasonable fees and expenses
of  Dickinson,  Wright,  Moon,  Van Dusen & Freeman,  counsel  to the Agent,  in
connection   with  preparing  and  reviewing  this  Amendment  and  any  related
agreements and documents.

     6.  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 Michigan
applicable to contracts made and to be performed  entirely within such state and
without giving effect to the choice law principles of such state.
     
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.


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


NBD BANK (formerly known as                  PRINCIPAL MUTUAL LIFE
NBD Bank, N.A.)                              INSURANCE COMPANY


By: /S/ANDREW P. ARTON                       By: /S/STEPHEN G. SKRIVANEK
    ------------------------                     -----------------------
    Andrew P. Arton                          Its: Counsel   
Its: Second Vice President

                                             And by: /S/CHRISTOPHER HENDERSON
                                                     ------------------------ 
                                             Its: Counsel