EXHIBIT 10.20.16




            Second Amendment to Letter Agreement (European Facility)
                             dated January 31, 1995
                  among the Registrant's Foreign Subsidiaries
                                  and NBD Bank


































                                    NBD BANK
                              611 Woodward Avenue
                            Detroit, Michigan 48226




                                        Dated as of January 31, 1995





Hurco Europe Limited
Hurco GmbH Werkzeugmaschinen
  CIM-Bausteine Vertrieb und Service

                           Re:   Second Amendment to European Facility

Ladies and Gentlemen:

         This letter amends the letter  agreement  with you dated June 17, 1993,
as previously  amended by the letter agreement dated March 24, 1994 (as amended,
the  "European  Facility"),  and is being entered into in  conjunction  with the
First  Amendment  to Credit  Agreement of even date  herewith  with your parent,
Hurco Companies, Inc.

         The definition of "Expiration Date" in the European Facility is amended
to read as follows:


                  "Expiration  Date" means the earlier to occur of (a)  February
                  1,  1996,  and  (b) the  date  on  which  NBD  declares  under
                  paragraph 13 all principal and interest on indebtedness to NBD
                  provided  under  this  agreement  to be  immediately  due  and
                  payable.

       Should the foregoing be agreeable to you, as it is to us, please indicate
your  agreement  and  acceptance by executing and returning the enclosed copy of
this  letter,  whereupon  the  European  Facility  shall be  amended  as  herein
provided,  and  references  to the  European  Facility  shall be to the European
Facility as so amended.  Except as amended hereby,  the European  Facility shall
remain in full force and effect.

                                                   Very truly yours,

                                                   NBD Bank (formerly known as 
                                                     NBD Bank, N.A.)


                                                   By: /S/ ANDREW P. ARTON
                                                       ---------------------
                                                       Andrew P. Arton
                                                   Its: Second Vice President







Agreed and accepted:


HURCO EUROPE LIMITED


By: /S/ ROGER J. WOLF
   ---------------------
Its:  Director

Dated as of January 31, 1995


HURCO GmbH WERKZEUGMASCHINEN
CIM-BAUSTEINE VERTRIEB UND
SERVICE


By: /S/ GERHARD KOHLBACHER
    ----------------------
Its:  General Manager

Dated as of January 31, 1995