Exhibit 10.17




                         THE FIRST AMENDMENT TO THE
                  AMENDED AND RESTATED CREDIT AGREEMENT AND
                    AMENDMENT TO REIMBURSEMENT AGREEMENT,
             Between the Registrant and NBD Bank, N.A. and NBD Bank
                            dated September 29, 1998



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                             FIRST AMENDMENT TO
                    AMENDED AND RESTATED CREDIT AGREEMENT
                   AND AMENDMENT TO REIMBURSEMENT AGREEMENT


         THIS FIRST  AMENDMENT  TO AMENDED AND  RESTATED  CREDIT  AGREEMENT  AND
AMENDMENT  TO  REIMBURSEMENT  AGREEMENT  dated as of  September  29,  1998 (this
"Amendment"),   among  HURCO  COMPANIES,   INC.,  an  Indiana  corporation  (the
"Company"),  NBD BANK, N.A., a national  banking  association  ("NBD"),  and NBD
BANK, a Michigan banking corporation ("NBD Michigan" and, collectively with NBD,
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, 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 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 "Commitment" is amended and 
                  restated, to read as follows:

                  "Commitment"   means  the  commitment  of  the  Bank  to  make
         Revolving  Credit  Loans and  Letters of Credit  Advances  pursuant  to
         Section 2.1, in amounts not  exceeding an  aggregate  principal  amount
         outstanding of $20,000,000,  as such amount may be reduced from time to
         time pursuant to Section 2.2.

         (b) Section 2.1(c) is amended and restated, to read as follows:

                  (c)  Limitation  on  Amount  of  Revolving   Credit  Advances.
         Notwithstanding  anything in this  Agreement to the  contrary,  (i) the
         aggregate principal amount of the Revolving Credit Advances made by the
         Bank at any  time  outstanding  shall  not  exceed  the  amount  of the
         Commitment as of the date any such Advance is made, provided,  however,
         that the  aggregate  principal  amount of  Letter  of  Credit  Advances
         outstanding  at any time  shall not  exceed  $15,000,000;  and (ii) the
         aggregate  principal amount of the Revolving Credit Advances,  plus the
         principal amount of loans made to Hurco Europe and Hurco GmbH under the
         European Facility,  outstanding at any time shall not exceed the amount
         of $20,000,000.

         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  First  Amendment  to
European Facility of even date herewith among Hurco Europe,  Hurco GmbH, and The
First  National  Bank  of  Chicago  ("First  Chicago"),  in form  and  substance
satisfactory to the Banks;

                  (c)  A  Confirmation  of  Subsidiary  Guaranty  of  even  date
herewith executed by the Guarantors in favor of the Banks and First Chicago,  in
form and substance satisfactory to the Banks; and
                  (d)      Such additional agreements and documents,  fully 
executed by the Company, as are reasonably requested by the Banks.

         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 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.

         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, N.A.

By:  ________________________               By:  __________________________

         Its: ___________________                   Its:     __________________

NBD BANK

By:  ________________________

         Its: ___________________
DETROIT  15275-5  373192


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