EXHIBIT 10.20.17




            Amendment to Intercreditor, Agency and Sharing Agreement
                             dated January 31, 1995
    among the Registrant, NBD Bank, Principal Mutual Life Insurance Company
                     and NBD Bank as Agent for the Lenders



































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                          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.

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     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