As filed with the Securities and Exchange
Commission on October 19, 2000                        Registration No. 333-____
________________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                            ______________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                            _______________________

                             HURCO COMPANIES, INC.
            (Exact name of registrant as specified in its charter)

                     INDIANA                          35-1150732
          (State or other jurisdiction             (I.R.S. Employer
        of incorporation or organization)         Identification No.)

    ONE TECHNOLOGY WAY, INDIANAPOLIS, INDIANA            46268
    (Address of Principal Executive Offices)          (Zip Code)

                             HURCO COMPANIES, INC.
                     1997 STOCK OPTION AND INCENTIVE PLAN

                    NON-QUALIFIED STOCK OPTION AGREEMENTS,
                              DATED JULY 8, 1996

               DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENTS,
                            DATED DECEMBER 15, 1998

                DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENTS,
                              DATED MAY 23, 2000
                           (Full title of the plans)

                                 ROGER J. WOLF
                ONE TECHNOLOGY WAY, INDIANAPOLIS, INDIANA 46268
                    (Name and address of agent for service)

                                (317) 293-5309
         (Telephone number, including area code, of agent for service)

                                   COPY TO:
                               DAVID C. WORRELL
                                BAKER & DANIELS
                     300 NORTH MERIDIAN STREET, SUITE 2700
                          INDIANAPOLIS, INDIANA 46204
                                (317) 237-0300

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF SECURITIES           AMOUNT        PROPOSED        PROPOSED         AMOUNT
TO BE REGISTERED              OF SHARES     MAXIMUM         MAXIMUM          OF
                              TO BE         OFFERING        AGGREGATE        REGISTRATION
                              REGISTERED    PRICE           OFFERING         FEE
                              (1)           PER SHARE       PRICE
<S>                           <C>           <C>             <C>              <C>
Common Stock, no par value    250,000 (2)   $3.755 (3)(4)   $938,750 (4)     $247.83 (4)
Common Stock, no par value     50,000 (2)   $5.125 (3)      $256,250 (4)     $67.65 (4)
Common Stock, no par value     75,000 (2)   $5.813 (3)      $435,975 (4)     $115.10 (4)
Common Stock, no par value     30,000 (2)   $3.75 (3)       $112,500 (4)     $29.70 (4)
Total                         405,000 (2)                   $1,743,475 (4)   $460.28 (4)
</TABLE>

(1)   Pursuant  to  Rule  416 under the Securities Act of 1933 (the "Securities
      Act"), this Registration  Statement also registers such additional shares
      of Common Stock as may be offered or issued to prevent dilution resulting
      from stock splits, stock dividends and similar transactions.
(2)   Pursuant to this Registration  Statement, of the 405,000 shares of Common
      Stock  registered hereby, 250,000  of  such  shares  are  registered  for
      issuance  under  the  1997 Stock Option and Incentive Plan and 155,000 of
      such  shares  are registered  for  issuance  pursuant  to  Director  Non-
      Qualified Stock  Option Agreements between the Registrant and its outside
      directors.
(3)   With respect to 50,000  of  the  155,000  shares  registered for issuance
      pursuant  to Non-Qualified Stock Option Agreements dated  July  8,  1996,
      such shares  are  to  be  offered  at  $5.125 per share.  With respect to
      75,000 of the 155,000 shares registered for issuance pursuant to Director
      Non-Qualified  Stock  Option Agreements dated  December  15,  1998,  such
      shares are to be offered  at $5.813 per share.  With respect to 30,000 of
      the 155,000 shares registered  for  issuance  pursuant  to  Director Non-
      Qualified Stock Option Agreements dated May 23, 2000, such shares  are to
      be  offered at $3.75 per share.  It is impracticable to state the maximum
      offering  price  per  share of the 250,000 shares registered for issuance
      pursuant to the 1997 Stock  Option  and  Incentive  Plan.  Shares offered
      pursuant  to incentive stock options granted under the 1997 Stock  Option
      and Incentive Plan are to be offered at not less than the market value of
      one share of  common  stock  of  Hurco  Companies,  Inc. on the date such
      incentive stock options are granted.
(4)   With respect to the 250,000 shares registered hereby  for  issuance under
      the  1997 Stock Option and Incentive Plan, the proposed maximum  offering
      price  per  share,  the  aggregate  offering  price and the amount of the
      registration fee attributed thereto is computed  in  accordance with Rule
      457(c) and (h) under the Securities Act using the average of the high and
      low sale prices of the Common Stock as reported by Nasdaq  on October 13,
      2000,  which  was  $3.755 per share.  With respect to the 155,000  shares
      registered for issuance  pursuant  to Director Non-Qualified Stock Option
      Agreements, the proposed maximum offering  price per share, the aggregate
      offering price and the amount of the registration  fee attributed thereto
      is calculated based upon the prices such shares shall  be  offered for as
      described in Footnote 3 above.
<PAGE>
                                  PART I

             INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

     Information  required  by  Part  I of Form S-8 to be contained in  the
Section 10(a) Prospectus is omitted from  this  Registration  Statement  in
accordance with Rule 428 under the Securities Act and the Note to Part I of
Form S-8.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  documents  listed  below  are hereby incorporated by reference in
this Registration Statement:

     (a)  The Registrant's Annual Report  on  Form 10-K for the fiscal year
          ended October 31, 1999;

     (b)  The Registrant's Quarterly Reports on  Form  10-Q  for the fiscal
          quarters  ended  January  31, 2000, April 30, 2000 and  July  31,
          2000;

     (c)  The description of the Registrant's  common  stock,  without  par
          value   (the  "Common  Stock"),  contained  in  the  Registrant's
          Registration  Statement  on  Form  10  dated  February  18, 1980,
          including  any  amendments  or  reports filed for the purpose  of
          updating such description.

     All  documents  subsequently  filed  by  the  Registrant  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of the Securities  Exchange Act of 1934
(the  "Exchange  Act"),  prior to the filing of a post-effective  amendment
which indicates that all shares  of  Common  Stock offered hereby have been
sold or which deregisters all shares of Common  Stock  offered  hereby then
remaining unsold, are deemed to be incorporated herein by reference  and to
be a part hereof from the date of filing of such documents.  The Registrant
will promptly provide without charge to each person to whom a prospectus is
delivered,  a  copy  of  any  or all information that has been incorporated
herein by reference (not including  exhibits  to  the  information  that is
incorporated   by   reference   unless   such   exhibits  are  specifically
incorporated by reference into such information)  upon  the written or oral
request  of  such  person directed to the Secretary of the Company  at  its
principal offices, One  Technology  Way, Indianapolis, Indiana 46268, (317)
293-5309.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Article VI, Section 1 of the Company's By-Laws states that the Company
shall, to the fullest extent permitted  by the Indiana Business Corporation
Law, as amended, indemnify any person who  is  made  a  party  to or who is
involved in any proceeding, by reason of the fact that he or she  is or was
a  director,  officer,  employee  or  agent of the Company, against certain
liabilities incurred by him or her in connection with such proceeding if he
or she acted in good faith and in a manner  he reasonably believed to be in
or not opposed to the best interests of the Company,  and,  with respect to
any  criminal  proceeding,  had no reasonable cause to believe his  or  her
conduct was unlawful.  The Company  has  entered into employment agreements
with certain executive officers, which also provide indemnification against
certain liabilities.

     Sections 23-1-37-1 to 23-1-37-15 of the  Indiana  Business Corporation
Law  authorize  a  corporation to indemnify its directors and  officers  in
terms  sufficiently  broad   to   permit  such  indemnification  (including
reimbursement  of  expenses  incurred)   under  certain  circumstances  for
liabilities arising under the Securities Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

     The list of Exhibits is incorporated  herein by reference to the Index
     to Exhibits.

ITEM 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which  offers  or  sales  are being
          made, a post-effective amendment to this registration statement:

          (i)  To  include  any prospectus required by section 10(a)(3)  of
               the Securities Act of 1933;

          (ii) To reflect in  the  prospectus  any  facts or events arising
               after the effective date of the registration  statement  (or
               the  most  recent  post-effective  amendment thereof) which,
               individually  or in the aggregate, represent  a  fundamental
               change in the information  set  forth  in  the  registration
               statement;

          (iii)To include any material information with respect to the plan
               of distribution not previously disclosed in the registration
               statement or any material change to such information  in the
               registration statement;

          Provided,  however,  that  paragraphs  (1)(i)  and (1)(ii) do not
          apply  if  the  information required to be included  in  a  post-
          effective amendment  by those paragraphs is contained in periodic
          reports filed by the registrant pursuant to section 13 or section
          15(d)  of  the  Securities   Exchange   Act   of  1934  that  are
          incorporated by reference in the registration statement.

     (2)  That,  for  the  purpose of determining any liability  under  the
          Securities Act of  1933, each such post-effective amendment shall
          be deemed to be a new  registration  statement  relating  to  the
          securities  offered  therein, and the offering of such securities
          at the time shall be deemed  to be the initial bona fide offering
          thereof.

     (3)  To  remove  from  registration  by   means  of  a  post-effective
          amendment  any of the securities being  registered  which  remain
          unsold at the termination of the offering.

     The undersigned registrant  hereby  undertakes  that,  for purposes of
determining any liability under the Securities Act of 1933, each  filing of
the  registrant's annual report pursuant to section 13(a) or section  15(d)
of the  Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's  annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934)  that  is incorporated by reference in
the  registration  statement  shall  be deemed to  be  a  new  registration
statement relating to the securities offered  therein,  and the offering of
such  securities at that time shall be deemed to be the initial  bona  fide
offering thereof.

     Insofar   as   indemnification   for  liabilities  arising  under  the
Securities  Act  of  1933  may  be permitted  to  directors,  officers  and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has  been  advised  that in the opinion of the
Securities and Exchange Commission such indemnification  is  against public
policy  as expressed in the Act and is, therefore, unenforceable.   In  the
event that a claim for indemnification against such liabilities (other than
the payment  by  the registrant of expenses incurred or paid by a director,
officer or controlling  person  of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection  with the securities being registered, the
registrant will, unless in the opinion  of  its counsel the matter has been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction the question whether such indemnification  by  it  is  against
public  policy  as  expressed  in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
                                SIGNATURES

     THE REGISTRANT.  Pursuant to  the  requirements of the Securities Act,
the Registrant certifies that it has reasonable  grounds to believe that it
meets all of the requirements for filing on Form S-8  and  has  duly caused
this  Registration Statement to be signed on its behalf by the undersigned,
thereunto  duly  authorized, in the City of Indianapolis, State of Indiana,
on October 18, 2000.

                                   HURCO COMPANIES, INC.


                                   By:  /S/ ROGER J. WOLF
                                       Roger J. Wolf
                                       Senior Vice President, Secretary,
                                       Treasurer and Chief Financial Officer


                             POWER OF ATTORNEY

  Pursuant  to  the requirements of the Securities Act,  this  Registration
Statement has been  signed  by  the  following  persons in their respective
capacities  and  on the respective dates indicated  opposite  their  names.
Each person whose  signature  appears below hereby authorizes each of Brian
D. McLaughlin and Roger J. Wolf,  each  with full power of substitution, to
execute  in  the  name  and  on behalf of such  person  any  post-effective
amendment  to this Registration  Statement  and  to  file  the  same,  with
exhibits thereto,  and other documents in connection therewith, making such
changes in this Registration Statement as the registrant deems appropriate,
and appoints each of  Brian D. McLaughlin and Roger J. Wolf, each with full
power of substitution, attorney-in-fact to sign any amendment and any post-
effective amendment  to  this  Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith.

      SIGNATURES                 CAPACITY              DATE

/S/ BRIAN D. MCLAUGHLIN              President, Chief         October 18, 2000
Brian D. McLaughlin                  Executive Officer and
                                     Director (Principal
                                     Executive Officer)

/S/ ROGER J. WOLF                    Senior Vice-President,   October 18, 2000
Roger J. Wolf                        Secretary, Treasurer
                                     and Chief Financial
                                     Officer (Principal
                                     Financial Officer)

/S/ STEPHEN J. ALESIA                Corporate Controller     October 18, 2000
Stephen J. Alesia                    and Assistant Secretary
                                     (Principal Accounting
                                     Officer)

/S/ ROBERT W. CRUICKSHANK            Director                 October 18, 2000
Robert W. Cruickshank

/S/ MICHAEL DOAR                     Director                 October 18, 2000
Michael Doar

/S/ HENDRIK J. HARTONG, JR.          Director                 October 18, 2000
Hendrik J. Hartong, Jr.

/S/ RICHARD T. NINER                 Director                 October 18, 2000
Richard T. Niner

/S/ O. CURTIS NOEL                   Director                 October 18, 2000
O. Curtis Noel

/S/ CHARLES E. MITCHELL RENTSCHLER   Director                 October 18, 2000
Charles E. Mitchell Rentschler
<PAGE>
                             INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
                                    DESCRIPTION OF EXHIBIT
NO.
<S>     <C>
  4.1   Amended and Restated Articles of Incorporation of the Registrant
        and related amendments. (The copy of this Exhibit filed as Exhibit
        3.1 to the Registrant's Quarterly Report on Form 10-Q for the
        quarter ended July 31, 1997 is incorporated by reference.)
  4.2   Amended and Restated By-Laws of the Registrant, as amended to date.
        (The copy of this Exhibit filed as Exhibit 3.2 to the Registrant's
        Quarterly Report on Form 10-Q for the quarter ended January 31,
        2000 is incorporated by reference.)
  4.3   Amended 1997 Stock Option and Incentive Plan of the Registrant.
        (The copy of this Exhibit filed as Exhibit 10.1 to the Registrant's
        Quarterly Report on Form 10-Q for the quarter ended July 31, 2000
        is incorporated by reference.)
  4.4   Non-Qualified Stock Option Agreement, dated July 8, 1996, by and
        between Hurco Companies, Inc. and Hendrik J. Hartong, Jr.  (The
        copy of this Exhibit filed as Exhibit 10.47 to the Registrant's
        Annual Report on Form 10-K for the year ended October 31, 1996 is
        incorporated by reference.)
  4.5   Non-Qualified Stock Option Agreement, dated July 8, 1996, by and
        between Hurco Companies, Inc. and Andrew L. Lewis, IV.  (The copy
        of this Exhibit filed as Exhibit 10.48 to the Registrant's Annual
        Report on Form 10-K for the year ended October 31, 1996 is
        incorporated by reference.)
  4.6   Non-Qualified Stock Option Agreement, dated July 8, 1996, by and
        between Hurco Companies, Inc. and Richard T. Niner.  (The copy of
        this Exhibit filed as Exhibit 10.49 to the Registrant's Annual
        Report on Form 10-K for the year ended October 31, 1996 is
        incorporated by reference.)
  4.7   Non-Qualified Stock Option Agreement, dated July 8, 1996, by and
        between Hurco Companies, Inc. and O. Curtis Noel.  (The copy of
        this Exhibit filed as Exhibit 10.50 to the Registrant's Annual
        Report on Form 10-K for the year ended October 31, 1996 is
        incorporated by reference.)
  4.8   Non-Qualified Stock Option Agreement, dated July 8, 1996, by and
        between Hurco Companies, Inc. and Charles E. Mitchell Rentschler.
        (The copy of this Exhibit filed as Exhibit 10.51 to the
        Registrant's Annual Report on Form 10-K for the year ended October
        31, 1996 is incorporated by reference.)
  4.9   Director Non-Qualified Stock Option Agreement, dated December 15,
        1998, by and between Hurco Companies, Inc. and Hendrik J. Hartong,
        Jr.
 4.10   Director Non-Qualified Stock Option Agreement, dated December 15,
        1998, by and between Hurco Companies, Inc. and Andrew L. Lewis, IV.
 4.11   Director Non-Qualified Stock Option Agreement, dated December 15,
        1998, by and between Hurco Companies, Inc. and Richard T. Niner.
 4.12   Director Non-Qualified Stock Option Agreement, dated December 15,
        1998, by and between Hurco Companies, Inc. and O. Curtis Noel.
 4.13   Director Non-Qualified Stock Option Agreement, dated December 15,
        1998, by and between Hurco Companies, Inc. and Charles E. Mitchell
        Rentschler.
 4.14   Director Non-Qualified Stock Option Agreement, dated May 23, 2000,
        by and between Hurco Companies, Inc. and Michael Doar.
 4.15   Director Non-Qualified Stock Option Agreement, dated May 23, 2000,
        by and between Hurco Companies, Inc. and Robert Cruickshank.
   5    Opinion of Baker & Daniels regarding legality of the securities
        being registered.
 23.1   Consent of Arthur Andersen LLP.
 23.2   Consent of Baker & Daniels (included in Baker & Daniels Opinion
        filed as Exhibit 5).
  24    Power of Attorney (included on the Signature Page of the
        Registration Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "S-8", "secsgml_size_bytes": 21070}]
{"company-data": {"conformed-name": "HURCO COMPANIES INC", "cik": "0000315374", "assigned-sic": "3823", "irs-number": "351150732", "state-of-incorporation": "IN", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48204", "film-number": "742462"}, "business-address": {"street1": "ONE TECHNOLOGY WAY", "city": "INDIANAPOLIS", "state": "IN", "zip": "46268", "phone": "3172935390"}, "former-company": {"former-conformed-name": "HURCO MANUFACTURING CO INC", "date-changed": "19850324"}}
As filed with the Securities and Exchange
Commission on October 19, 2000                        Registration No. 333-____
________________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                            ______________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                            _______________________

                             HURCO COMPANIES, INC.
            (Exact name of registrant as specified in its charter)

                     INDIANA                          35-1150732
          (State or other jurisdiction             (I.R.S. Employer
        of incorporation or organization)         Identification No.)

    ONE TECHNOLOGY WAY, INDIANAPOLIS, INDIANA            46268
    (Address of Principal Executive Offices)          (Zip Code)

                             HURCO COMPANIES, INC.
                     1997 STOCK OPTION AND INCENTIVE PLAN

                    NON-QUALIFIED STOCK OPTION AGREEMENTS,
                              DATED JULY 8, 1996

               DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENTS,
                            DATED DECEMBER 15, 1998

                DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENTS,
                              DATED MAY 23, 2000
                           (Full title of the plans)

                                 ROGER J. WOLF
                ONE TECHNOLOGY WAY, INDIANAPOLIS, INDIANA 46268
                    (Name and address of agent for service)

                                (317) 293-5309
         (Telephone number, including area code, of agent for service)

                                   COPY TO:
                               DAVID C. WORRELL
                                BAKER & DANIELS
                     300 NORTH MERIDIAN STREET, SUITE 2700
                          INDIANAPOLIS, INDIANA 46204
                                (317) 237-0300

                        CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES           AMOUNT        PROPOSED        PROPOSED         AMOUNT
TO BE REGISTERED              OF SHARES     MAXIMUM         MAXIMUM          OF
                              TO BE         OFFERING        AGGREGATE        REGISTRATION
                              REGISTERED    PRICE           OFFERING         FEE
                              (1)           PER SHARE       PRICE
Common Stock, no par value    250,000 (2)   $3.755 (3)(4)   $938,750 (4)     $247.83 (4)
Common Stock, no par value     50,000 (2)   $5.125 (3)      $256,250 (4)     $67.65 (4)
Common Stock, no par value     75,000 (2)   $5.813 (3)      $435,975 (4)     $115.10 (4)
Common Stock, no par value     30,000 (2)   $3.75 (3)       $112,500 (4)     $29.70 (4)
Total                         405,000 (2)                   $1,743,475 (4)   $460.28 (4)
(1)   Pursuant  to  Rule  416 under the Securities Act of 1933 (the "Securities
      Act"), this Registration  Statement also registers such additional shares
      of Common Stock as may be offered or issued to prevent dilution resulting
      from stock splits, stock dividends and similar transactions.
(2)   Pursuant to this Registration  Statement, of the 405,000 shares of Common
      Stock  registered hereby, 250,000  of  such  shares  are  registered  for
      issuance  under  the  1997 Stock Option and Incentive Plan and 155,000 of
      such  shares  are registered  for  issuance  pursuant  to  Director  Non-
      Qualified Stock  Option Agreements between the Registrant and its outside
      directors.
(3)   With respect to 50,000  of  the  155,000  shares  registered for issuance
      pursuant  to Non-Qualified Stock Option Agreements dated  July  8,  1996,
      such shares  are  to  be  offered  at  $5.125 per share.  With respect to
      75,000 of the 155,000 shares registered for issuance pursuant to Director
      Non-Qualified  Stock  Option Agreements dated  December  15,  1998,  such
      shares are to be offered  at $5.813 per share.  With respect to 30,000 of
      the 155,000 shares registered  for  issuance  pursuant  to  Director Non-
      Qualified Stock Option Agreements dated May 23, 2000, such shares  are to
      be  offered at $3.75 per share.  It is impracticable to state the maximum
      offering  price  per  share of the 250,000 shares registered for issuance
      pursuant to the 1997 Stock  Option  and  Incentive  Plan.  Shares offered
      pursuant  to incentive stock options granted under the 1997 Stock  Option
      and Incentive Plan are to be offered at not less than the market value of
      one share of  common  stock  of  Hurco  Companies,  Inc. on the date such
      incentive stock options are granted.
(4)   With respect to the 250,000 shares registered hereby  for  issuance under
      the  1997 Stock Option and Incentive Plan, the proposed maximum  offering
      price  per  share,  the  aggregate  offering  price and the amount of the
      registration fee attributed thereto is computed  in  accordance with Rule
      457(c) and (h) under the Securities Act using the average of the high and
      low sale prices of the Common Stock as reported by Nasdaq  on October 13,
      2000,  which  was  $3.755 per share.  With respect to the 155,000  shares
      registered for issuance  pursuant  to Director Non-Qualified Stock Option
      Agreements, the proposed maximum offering  price per share, the aggregate
      offering price and the amount of the registration  fee attributed thereto
      is calculated based upon the prices such shares shall  be  offered for as
      described in Footnote 3 above.
PART I

             INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

     Information  required  by  Part  I of Form S-8 to be contained in  the
Section 10(a) Prospectus is omitted from  this  Registration  Statement  in
accordance with Rule 428 under the Securities Act and the Note to Part I of
Form S-8.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  documents  listed  below  are hereby incorporated by reference in
this Registration Statement:

     (a)  The Registrant's Annual Report  on  Form 10-K for the fiscal year
          ended October 31, 1999;

     (b)  The Registrant's Quarterly Reports on  Form  10-Q  for the fiscal
          quarters  ended  January  31, 2000, April 30, 2000 and  July  31,
          2000;

     (c)  The description of the Registrant's  common  stock,  without  par
          value   (the  "Common  Stock"),  contained  in  the  Registrant's
          Registration  Statement  on  Form  10  dated  February  18, 1980,
          including  any  amendments  or  reports filed for the purpose  of
          updating such description.

     All  documents  subsequently  filed  by  the  Registrant  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of the Securities  Exchange Act of 1934
(the  "Exchange  Act"),  prior to the filing of a post-effective  amendment
which indicates that all shares  of  Common  Stock offered hereby have been
sold or which deregisters all shares of Common  Stock  offered  hereby then
remaining unsold, are deemed to be incorporated herein by reference  and to
be a part hereof from the date of filing of such documents.  The Registrant
will promptly provide without charge to each person to whom a prospectus is
delivered,  a  copy  of  any  or all information that has been incorporated
herein by reference (not including  exhibits  to  the  information  that is
incorporated   by   reference   unless   such   exhibits  are  specifically
incorporated by reference into such information)  upon  the written or oral
request  of  such  person directed to the Secretary of the Company  at  its
principal offices, One  Technology  Way, Indianapolis, Indiana 46268, (317)
293-5309.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Article VI, Section 1 of the Company's By-Laws states that the Company
shall, to the fullest extent permitted  by the Indiana Business Corporation
Law, as amended, indemnify any person who  is  made  a  party  to or who is
involved in any proceeding, by reason of the fact that he or she  is or was
a  director,  officer,  employee  or  agent of the Company, against certain
liabilities incurred by him or her in connection with such proceeding if he
or she acted in good faith and in a manner  he reasonably believed to be in
or not opposed to the best interests of the Company,  and,  with respect to
any  criminal  proceeding,  had no reasonable cause to believe his  or  her
conduct was unlawful.  The Company  has  entered into employment agreements
with certain executive officers, which also provide indemnification against
certain liabilities.

     Sections 23-1-37-1 to 23-1-37-15 of the  Indiana  Business Corporation
Law  authorize  a  corporation to indemnify its directors and  officers  in
terms  sufficiently  broad   to   permit  such  indemnification  (including
reimbursement  of  expenses  incurred)   under  certain  circumstances  for
liabilities arising under the Securities Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

     The list of Exhibits is incorporated  herein by reference to the Index
     to Exhibits.

ITEM 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which  offers  or  sales  are being
          made, a post-effective amendment to this registration statement:

          (i)  To  include  any prospectus required by section 10(a)(3)  of
               the Securities Act of 1933;

          (ii) To reflect in  the  prospectus  any  facts or events arising
               after the effective date of the registration  statement  (or
               the  most  recent  post-effective  amendment thereof) which,
               individually  or in the aggregate, represent  a  fundamental
               change in the information  set  forth  in  the  registration
               statement;

          (iii)To include any material information with respect to the plan
               of distribution not previously disclosed in the registration
               statement or any material change to such information  in the
               registration statement;

          Provided,  however,  that  paragraphs  (1)(i)  and (1)(ii) do not
          apply  if  the  information required to be included  in  a  post-
          effective amendment  by those paragraphs is contained in periodic
          reports filed by the registrant pursuant to section 13 or section
          15(d)  of  the  Securities   Exchange   Act   of  1934  that  are
          incorporated by reference in the registration statement.

     (2)  That,  for  the  purpose of determining any liability  under  the
          Securities Act of  1933, each such post-effective amendment shall
          be deemed to be a new  registration  statement  relating  to  the
          securities  offered  therein, and the offering of such securities
          at the time shall be deemed  to be the initial bona fide offering
          thereof.

     (3)  To  remove  from  registration  by   means  of  a  post-effective
          amendment  any of the securities being  registered  which  remain
          unsold at the termination of the offering.

     The undersigned registrant  hereby  undertakes  that,  for purposes of
determining any liability under the Securities Act of 1933, each  filing of
the  registrant's annual report pursuant to section 13(a) or section  15(d)
of the  Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's  annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934)  that  is incorporated by reference in
the  registration  statement  shall  be deemed to  be  a  new  registration
statement relating to the securities offered  therein,  and the offering of
such  securities at that time shall be deemed to be the initial  bona  fide
offering thereof.

     Insofar   as   indemnification   for  liabilities  arising  under  the
Securities  Act  of  1933  may  be permitted  to  directors,  officers  and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has  been  advised  that in the opinion of the
Securities and Exchange Commission such indemnification  is  against public
policy  as expressed in the Act and is, therefore, unenforceable.   In  the
event that a claim for indemnification against such liabilities (other than
the payment  by  the registrant of expenses incurred or paid by a director,
officer or controlling  person  of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection  with the securities being registered, the
registrant will, unless in the opinion  of  its counsel the matter has been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction the question whether such indemnification  by  it  is  against
public  policy  as  expressed  in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES

     THE REGISTRANT.  Pursuant to  the  requirements of the Securities Act,
the Registrant certifies that it has reasonable  grounds to believe that it
meets all of the requirements for filing on Form S-8  and  has  duly caused
this  Registration Statement to be signed on its behalf by the undersigned,
thereunto  duly  authorized, in the City of Indianapolis, State of Indiana,
on October 18, 2000.

                                   HURCO COMPANIES, INC.

                                   By:  /S/ ROGER J. WOLF
                                       Roger J. Wolf
                                       Senior Vice President, Secretary,
                                       Treasurer and Chief Financial Officer

                             POWER OF ATTORNEY

  Pursuant  to  the requirements of the Securities Act,  this  Registration
Statement has been  signed  by  the  following  persons in their respective
capacities  and  on the respective dates indicated  opposite  their  names.
Each person whose  signature  appears below hereby authorizes each of Brian
D. McLaughlin and Roger J. Wolf,  each  with full power of substitution, to
execute  in  the  name  and  on behalf of such  person  any  post-effective
amendment  to this Registration  Statement  and  to  file  the  same,  with
exhibits thereto,  and other documents in connection therewith, making such
changes in this Registration Statement as the registrant deems appropriate,
and appoints each of  Brian D. McLaughlin and Roger J. Wolf, each with full
power of substitution, attorney-in-fact to sign any amendment and any post-
effective amendment  to  this  Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith.

      SIGNATURES                 CAPACITY              DATE

/S/ BRIAN D. MCLAUGHLIN              President, Chief         October 18, 2000
Brian D. McLaughlin                  Executive Officer and
                                     Director (Principal
                                     Executive Officer)

/S/ ROGER J. WOLF                    Senior Vice-President,   October 18, 2000
Roger J. Wolf                        Secretary, Treasurer
                                     and Chief Financial
                                     Officer (Principal
                                     Financial Officer)

/S/ STEPHEN J. ALESIA                Corporate Controller     October 18, 2000
Stephen J. Alesia                    and Assistant Secretary
                                     (Principal Accounting
                                     Officer)

/S/ ROBERT W. CRUICKSHANK            Director                 October 18, 2000
Robert W. Cruickshank

/S/ MICHAEL DOAR                     Director                 October 18, 2000
Michael Doar

/S/ HENDRIK J. HARTONG, JR.          Director                 October 18, 2000
Hendrik J. Hartong, Jr.

/S/ RICHARD T. NINER                 Director                 October 18, 2000
Richard T. Niner

/S/ O. CURTIS NOEL                   Director                 October 18, 2000
O. Curtis Noel

/S/ CHARLES E. MITCHELL RENTSCHLER   Director                 October 18, 2000
Charles E. Mitchell Rentschler
INDEX TO EXHIBITS
Exhibit
                                    DESCRIPTION OF EXHIBIT
NO.
4.1   Amended and Restated Articles of Incorporation of the Registrant
        and related amendments. (The copy of this Exhibit filed as Exhibit
        3.1 to the Registrant's Quarterly Report on Form 10-Q for the
        quarter ended July 31, 1997 is incorporated by reference.)
  4.2   Amended and Restated By-Laws of the Registrant, as amended to date.
        (The copy of this Exhibit filed as Exhibit 3.2 to the Registrant's
        Quarterly Report on Form 10-Q for the quarter ended January 31,
        2000 is incorporated by reference.)
  4.3   Amended 1997 Stock Option and Incentive Plan of the Registrant.
        (The copy of this Exhibit filed as Exhibit 10.1 to the Registrant's
        Quarterly Report on Form 10-Q for the quarter ended July 31, 2000
        is incorporated by reference.)
  4.4   Non-Qualified Stock Option Agreement, dated July 8, 1996, by and
        between Hurco Companies, Inc. and Hendrik J. Hartong, Jr.  (The
        copy of this Exhibit filed as Exhibit 10.47 to the Registrant's
        Annual Report on Form 10-K for the year ended October 31, 1996 is
        incorporated by reference.)
  4.5   Non-Qualified Stock Option Agreement, dated July 8, 1996, by and
        between Hurco Companies, Inc. and Andrew L. Lewis, IV.  (The copy
        of this Exhibit filed as Exhibit 10.48 to the Registrant's Annual
        Report on Form 10-K for the year ended October 31, 1996 is
        incorporated by reference.)
  4.6   Non-Qualified Stock Option Agreement, dated July 8, 1996, by and
        between Hurco Companies, Inc. and Richard T. Niner.  (The copy of
        this Exhibit filed as Exhibit 10.49 to the Registrant's Annual
        Report on Form 10-K for the year ended October 31, 1996 is
        incorporated by reference.)
  4.7   Non-Qualified Stock Option Agreement, dated July 8, 1996, by and
        between Hurco Companies, Inc. and O. Curtis Noel.  (The copy of
        this Exhibit filed as Exhibit 10.50 to the Registrant's Annual
        Report on Form 10-K for the year ended October 31, 1996 is
        incorporated by reference.)
  4.8   Non-Qualified Stock Option Agreement, dated July 8, 1996, by and
        between Hurco Companies, Inc. and Charles E. Mitchell Rentschler.
        (The copy of this Exhibit filed as Exhibit 10.51 to the
        Registrant's Annual Report on Form 10-K for the year ended October
        31, 1996 is incorporated by reference.)
  4.9   Director Non-Qualified Stock Option Agreement, dated December 15,
        1998, by and between Hurco Companies, Inc. and Hendrik J. Hartong,
        Jr.
 4.10   Director Non-Qualified Stock Option Agreement, dated December 15,
        1998, by and between Hurco Companies, Inc. and Andrew L. Lewis, IV.
 4.11   Director Non-Qualified Stock Option Agreement, dated December 15,
        1998, by and between Hurco Companies, Inc. and Richard T. Niner.
 4.12   Director Non-Qualified Stock Option Agreement, dated December 15,
        1998, by and between Hurco Companies, Inc. and O. Curtis Noel.
 4.13   Director Non-Qualified Stock Option Agreement, dated December 15,
        1998, by and between Hurco Companies, Inc. and Charles E. Mitchell
        Rentschler.
 4.14   Director Non-Qualified Stock Option Agreement, dated May 23, 2000,
        by and between Hurco Companies, Inc. and Michael Doar.
 4.15   Director Non-Qualified Stock Option Agreement, dated May 23, 2000,
        by and between Hurco Companies, Inc. and Robert Cruickshank.
   5    Opinion of Baker & Daniels regarding legality of the securities
        being registered.
 23.1   Consent of Arthur Andersen LLP.
 23.2   Consent of Baker & Daniels (included in Baker & Daniels Opinion
        filed as Exhibit 5).
  24    Power of Attorney (included on the Signature Page of the
        Registration Statement).