EXHIBIT 10.20.24



                      Fourth Amendment to Credit Agreement
                             dated December 22, 1995
                       between the Registrant and NBD Bank
                    

































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                      FOURTH AMENDMENT TO CREDIT AGREEMENT



     THIS FOURTH  AMENDMENT TO CREDIT  AGREEMENT,  dated December 22, 1995 (this
"Amendment"),  between  HURCO  COMPANIES,  INC.,  an  Indiana  corporation  (the
"Company"), and NBD BANK, 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,  as  amended  (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  "Authorization  Letter of Credit" in Section  1.1 of the
     Credit Agreement is amended to read as follows:

                  "AUTHORIZATION LETTER OF CREDIT" means a standby or commercial
         letter of credit or bankers  acceptance having a stated expiry date not
         later than June 30, 1996, issued by NBD pursuant to Section  3.1(a)(ii)
         for the  account  of the  Company  under  an  application  and  related
         documentation  acceptable to NBD  requiring,  among other  things,  the
         Company to immediately  reimburse NBD in respect of all drafts or other
         demands  for  payment  honored  thereunder  and  all  expenses  paid or
         incurred by NBD relative thereto.

                  (b)      Section 2.1(b) is amended to read as follows:

                    "(b)  LIMITATION  ON  AMOUNTS OF  ADVANCES.  Notwithstanding
               anything in this Agreement to the contrary,

                           (i) the aggregate  principal amount of Advances under
                  the New Facility  outstanding at any time shall not exceed the
                  New Facility Commitment;









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                           (ii)  the  aggregate  principal  amount  of  Advances
                  outstanding  under the New Facility plus the principal  amount
                  outstanding  under the European  Facility  plus the  aggregate
                  principal  amount of  Authorization  Letter of Credit Advances
                  outstanding  and  principal  amounts   outstanding  under  the
                  Authorization  Note at any time shall not exceed the lesser of
                  (A) the amount of the Borrowing  Base as of the last Borrowing
                  Base  Certificate  and (B)  the  aggregate  amount  of the New
                  Facility  Commitment  plus  the  amount  available  under  the
                  European  Facility  plus the amount  available for issuance of
                  Authorization Letters of Credit under Section 2.1A;

                           (iii) the aggregate  principal amount of New Facility
                  Advances  made to the  Company,  together  with the  aggregate
                  amount of loans made to Hurco  Europe and Hurco GmbH under the
                  European Facility, at any time shall not exceed $27,000,000;

                           (iv)  the  aggregate  principal  amount  of  any  New
                  Facility  Letter of Credit  Advances  outstanding  at any time
                  shall not exceed $9,500,000, and

                           (v)  the  aggregate   principal  amount  of  any  New
                  Facility Letter of Credit Advances  outstanding at any time in
                  the  form of  standby  letters  of  credit  shall  not  exceed
                  $2,000,000.

                  (c)      Section 2.1A is amended, to read as follows:

                  Section 2.1A AUTHORIZATION LETTERS OF CREDIT. NBD, in its sole
         and uncontrolled  discretion,  and subject to Section  2.1(b)(ii),  may
         issue  Authorization  Letters of Credit for the  benefit of the Company
         pursuant  to  Section  3.1(a)(ii)  from  time to time to but  excluding
         February 29, 1996, not to exceed at any time  outstanding the aggregate
         amount of $2,000,000.

                  (d)      Section 3.3(c) is amended to read as follows:

                  (c) NBD shall have  received the  Borrowing  Base  Certificate
         required to be delivered  under Section  7.1(d)(vi) as of the date next
         preceding the date such Advance is made,  and the  aggregate  principal
         amount of the Advances  then  outstanding,  after giving  effect to the
         requested Advance,  does not exceed the Borrowing Base as calculated in
         the Borrowing Base Certificate; and

                  (e)  Section  5.4(b)  is  amended  by  deleting  the term "New
         Facility Advances" and substituting therefor the term "Advances".

         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.






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          3. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants
to the Bank 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;  (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 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  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 Amendment and all other agreements or
documents delivered pursuant hereto as the Bank may request;

                  (b) A Fourth 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;

                  (c) An initial usage fee of $10,000 paid to NBD; and

                  (d) Such additional agreements and documents, fully execute 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.
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          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 Bank harmless from
liability  for all costs and  expenses  of the Bank  arising  in respect of this
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 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 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.                       NBD BANK


By:/S/ROGER J. WOLF                         By:/S/BRUCE E. THOMSON
-------------------                         ----------------------
                                            Bruce E. Thomson
Its: Sr. Vice President and                 Its: Vice President
     Chief Financial Officer