EXHIBIT 10.20.19




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




































                                    NBD BANK
                              611 Woodward Avenue
                            Detroit, Michigan 48226




                                          Dated as of May 31, 1995





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

                           Re:   Third 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  agreements dated March 24, 1994, and as of
January 31, 1995 (as amended, the "European Facility"),and is being entered into
in  conjunction  with the  Second  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) May 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 May 31, 1995


HURCO GmbH WERKZEUGMASCHINEN
CIM-BAUSTEINE VERTRIEB UND
SERVICE


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

Dated as of May 31, 1995