content: SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
  
                         __________________
  
                              FORM 8-K
  
                           CURRENT REPORT
  
               PURSUANT TO SECTION 13 OR 15(d) of the
                  SECURITIES EXCHANGE ACT OF 1934
  
  
  
  
          Date of Report (Date of earliest event reported)
                           April 28, 1998
  
  
                              NESTOR,INC.
         (Exact name of registrant as specified in charter)
  
  
  
  Delaware                 0-12-965            13-3163744
  (State of other          (Commission         (IRS employer
   jurisdiction of          file number)        identification
   of incorporation)                            number)
  
  
  
        One Richmond Square, Providence, Rhode Island  02906
              (Address of principal executive offices)
  
  
         Registrant's telephone number, including area code:
                           (401) 331-9640
  
  
  
                                  N/A
  (Former name or former address, if changed since last report)
  
  
  
  
  
  
  
  
  
  
  Item 5.  Other Events.
  
  
  
       1) The Corporation entered into a Securities Purchase
  Agreement dated as of April 28, 1998 ("Agreement") by and
  between the Corporation and Transaction Systems Architects,
  Inc. ("Purchaser") pursuant and subject to which the
  Purchaser acquired 2,500,000 shares of Common Stock of the
  Corporation at a purchase price of $2.00 per share and was
  granted a five year Warrant to purchase 2,500,000 shares of
  Common Stock of the Corporation at an initial exercise price
  of $3.00 per share.  A copy of the Agreement is annexed as
  an exhibit hereto.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
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                                EXHIBITS
  
  
  
  
       The following exhibit is filed herewith:
  
  
  
  Exhibit No.    Description                            Page Number
  
  
      4          Securities Purchase Agreement
                 dated as of April 28, 1998
                 between the Registrant and
                 Transaction Systems Architects, Inc.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                  -3-
  
  
  
  
  
  
  
  
  
  
                               SIGNATURES
  
  
  
  
       Pursuant to the requirements of the Securities Exchange Act
  
  of 1934, the Registrant has duly caused this report to be signed
  
  on its behalf by the undersigned thereunto duly authorized.
  
  
  
  
  
  Dated: April 28, 1998           NESTOR,INC.
  
                                  (Registrant)
  
  
                                  By: /s/Nigel P. Hebborn
                                  Chief Financial Officer
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                 -4-
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text: SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
  
                         __________________
  
                              FORM 8-K
  
                           CURRENT REPORT
  
               PURSUANT TO SECTION 13 OR 15(d) of the
                  SECURITIES EXCHANGE ACT OF 1934
  
          Date of Report (Date of earliest event reported)
                           April 28, 1998
  
                              NESTOR,INC.
         (Exact name of registrant as specified in charter)
  
  Delaware                 0-12-965            13-3163744
  (State of other          (Commission         (IRS employer
   jurisdiction of          file number)        identification
   of incorporation)                            number)
  
        One Richmond Square, Providence, Rhode Island  02906
              (Address of principal executive offices)
  
         Registrant's telephone number, including area code:
                           (401) 331-9640
  
                                  N/A
  (Former name or former address, if changed since last report)
  
  Item 5.  Other Events.
  
       1) The Corporation entered into a Securities Purchase
  Agreement dated as of April 28, 1998 ("Agreement") by and
  between the Corporation and Transaction Systems Architects,
  Inc. ("Purchaser") pursuant and subject to which the
  Purchaser acquired 2,500,000 shares of Common Stock of the
  Corporation at a purchase price of $2.00 per share and was
  granted a five year Warrant to purchase 2,500,000 shares of
  Common Stock of the Corporation at an initial exercise price
  of $3.00 per share.  A copy of the Agreement is annexed as
  an exhibit hereto.
  
                                  -2-
  
                                EXHIBITS
  
       The following exhibit is filed herewith:
  
  Exhibit No.    Description                            Page Number
  
      4          Securities Purchase Agreement
                 dated as of April 28, 1998
                 between the Registrant and
                 Transaction Systems Architects, Inc.
  
                                  -3-
  
                               SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act
  
  of 1934, the Registrant has duly caused this report to be signed
  
  on its behalf by the undersigned thereunto duly authorized.
  
  Dated: April 28, 1998           NESTOR,INC.
  
                                  (Registrant)
  
                                  By: /s/Nigel P. Hebborn
                                  Chief Financial Officer
  
                                 -4-