content: SECURITIES AND EXCHANGE COMMISSION
  
                                   Washington D.C.
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  
  
                                   September 23, 2003
  --------------------------------------------------------------------------------
                  Date of Report (Date of earliest event reported)
  
                                    NESTOR, INC.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
                                      Delaware
  --------------------------------------------------------------------------------
                   (State or other jurisdiction of incorporation)
  
            0-12965                                     13-3163744
   --------------------------             --------------------------------------
    (Commission file number)               (IRS employer identification number)
  
  
                          400 MASSASOIT AVENUE, SUITE 200
                        EAST PROVIDENCE, RHODE ISLAND 02914
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
  
  
                                   (401) 434-5522
  --------------------------------------------------------------------------------
                (Registrant's telephone number, including area code)
  
  
  
  
  
  
                                         1
  <PAGE>
  
  ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.
  
           ACTION BY BOARD OF DIRECTORS.
           -----------------------------
  
       On September 23, 2003, the Board of Directors (the "Board") of Nestor, Inc.
  (the  "Company")  voted at a meeting  to amend the  By-laws  of the  Company  to
  provide  that the number of  directors  of the Company  shall be  determined  by
  resolution  of the Board,  but not more than seven nor less than three.  At that
  meeting  the Board also set the number of  directors  at seven and  elected  Dr.
  Albert H. Cox,  Jr.,  Terry  Fields and Susan A.  Keller to the Board,  to serve
  until their successors have been elected and qualified.
  
       A copy of the press  release  relating to the election  described  above is
  attached as Exhibit 99.1 and incorporated herein by reference.
  
  
           NEW DIRECTORS.
           --------------
  
       DR.  ALBERT H. COX,  JR. Dr. Cox,  71, has been a private  investor for the
  last five  years.  Dr Cox.  was the  founder  and  President  of  Merrill  Lynch
  Economics. He also served as an economic advisor to President Richard Nixon.
  
       TERRY  FIELDS.  Mr.  Fields,  56, has been the Chief  Financial  Officer of
  Community  Loans of America,  Inc.  since 1995.  He  previously  served as Chief
  Financial Officer and interim Chief Executive Officer of Seibels Bruce Group.
  
       SUSAN A. KELLER.  Ms. Keller,  42, a Partner at Edwards & Angell,  LLP, has
  been  practicing law since 1986,  with an emphasis on mergers and  acquisitions,
  private equity financing,  senior and subordinated debt transactions and general
  corporate work.
  
  
           ADDITIONAL INVESTMENT BY SILVER STAR.
           -------------------------------------
  
       On October  15,  2003,  the  Company  sold a  $2,000,000  principal  amount
  convertible note (the "Note")to Silver Star Partners I, LLC ("Silver Star"). The
  note is due on January 15,  2004 and bears  interest at the rate of 7% per year.
  The  Company's  obligations  under the note may,  at the  Company's  option,  be
  satisfied,  in whole or part, by issuing  shares of the Company's  common stock,
  par value  $.01  ("Common  Stock") to Silver  Star.  If the  Company  chooses to
  satisfy any of its obligations under the note by issuing shares of Common Stock,
  the conversion price will be the price to broker-dealers  acting as underwriters
  or placement agents in the first registered  public offering of such shares made
  after  October 15, 2003 or, if no such offering is made before the maturity date
  of the Note,  then the 20 day moving  average  closing price of the Common Stock
  during the first thirty day period  starting on or after November 1, 2003 during
  which, in the Company's reasonable judgement, all material information about the
  Company has been publicly available less a 20% discount. The conversion price is
  subject to adjustment for stock splits, reverse stock splits or stock dividends.
  
       Silver Star owns 64.9% of the  outstanding  shares of Common Stock.  Silver
  Star has the right to require the Company to register with the SEC Silver Star's
  resale of all shares of Common  Stock that it owns,  including  any Common Stock
  issued in  satisfaction of the Company's  obligations  under the Note as soon as
  practicable  after  Silver  Star  requests  that  registration.  The  Company is
  obligated to pay all expenses associated with that registration. The Company has
  other  obligations in connection with that  registration,  including causing the
  registration   statement  filed  to  remain  continuously  effective  until  the
  distribution  of shares  covered by the  registration  statement is complete and
  indemnifying Silver Star from liabilities it may incur resulting from any untrue
  statement  or  omission of a material  fact in the  registration  statement  and
  related documents and from other liabilities related to the registration.
  
                                         2
  <PAGE>
  
       Danzell Investment Management,  Ltd. ("Danzell Investment Management") will
  receive a 3% finders fee, to be paid by the Company, in connection with the sale
  of the Note by the Company.
  
       William B.  Danzell is the Chief  Executive  Officer of Nestor,  Inc.,  the
  President of Danzell  Investment  Management and the Managing Director of Silver
  Star.  Each of Robert M.  Krasne,  Stephen H.  Marbut  and David M.  Jordan is a
  director of Nestor,  and each is also an affiliate  of Silver Star.  The sale of
  the Note by the Company to Silver Star was approved unanimously by the directors
  of Nestor not affiliated with Silver Star.
  
       A copy of the press release relating to the transaction  described above is
  attached as Exhibit 99.2 and incorporated herein by reference.
  
  
  
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
           (c) Exhibits:
  
               The following exhibits are filed as part of this report:
  
               Exhibit
               Number              Description
               -------             -----------
                3.1        Amended By-laws of Nestor, Inc.
  
               10.1        Convertible Note dated October 15, 2003
                           made by Nestor, Inc. to Silver Star Partners I, LLC.
  
  
               99.1        Press Release dated October 15, 2003 relating to the
                           election of directors.
  
  
               99.2        Press Release dated October 15, 2003 relating to the
                           Silver Star Note.
  
  
                                     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 hereunto duly authorized.
  
  
                                         NESTOR, INC.
                                         (Registrant)
  
  
  
                                         By: /s/ Nigel P. Hebborn
                                            --------------------------------------
                                            Nigel P. Hebborn
                                            Treasurer and Chief Financial Officer
  
  
  Dated:     October 17, 2003
  
  
                                         3
  <PAGE>
  
  
                                    EXHIBIT INDEX
                                    -------------
  
  
   Exhibit Number         Description
   --------------         -----------
       10.1              Security Purchase Agreement dated July 31, 2003
                         between Nestor, Inc. and Laurus Master Fund, Ltd.
  
       10.2              Convertible Note dated July 31, 2003
                         made by Nestor, Inc. to Laurus Master Fund, Ltd.
  
       10.3              Registration Rights Agreement dated July 31, 2003
                         between Nestor, Inc. and Laurus Master Fund, Ltd.
  
       10.4              Common Stock Purchase Warrant dated July 31, 2003
                         issued by Nestor, Inc. to Laurus Master Fund, Ltd.
  
       10.5              Stock Pledge Agreement dated July 31, 2003
                         between Nestor Traffic Systems, Inc. and
                         Laurus Master Fund, Ltd.
  
       10.6              Pledge and Security Agreement dated July 31, 2003
                         between CrossingGuard, Inc. and Laurus Master Fund, Ltd.
  
       10.7              Guaranty dated July 31, 2003 by CrossingGuard, Inc. to
                         Laurus Master Fund, Ltd.
  
       99.1              Press Release dated August 4, 2003.
  
  
  
                                         4
  <PAGE>
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text: SECURITIES AND EXCHANGE COMMISSION
  
                                   Washington D.C.
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
                                   September 23, 2003
  --------------------------------------------------------------------------------
                  Date of Report (Date of earliest event reported)
  
                                    NESTOR, INC.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
                                      Delaware
  --------------------------------------------------------------------------------
                   (State or other jurisdiction of incorporation)
  
            0-12965                                     13-3163744
   --------------------------             --------------------------------------
    (Commission file number)               (IRS employer identification number)
  
                          400 MASSASOIT AVENUE, SUITE 200
                        EAST PROVIDENCE, RHODE ISLAND 02914
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
  
                                   (401) 434-5522
  --------------------------------------------------------------------------------
                (Registrant's telephone number, including area code)
  
                                         1
  ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.
  
           ACTION BY BOARD OF DIRECTORS.
           -----------------------------
  
       On September 23, 2003, the Board of Directors (the "Board") of Nestor, Inc.
  (the  "Company")  voted at a meeting  to amend the  By-laws  of the  Company  to
  provide  that the number of  directors  of the Company  shall be  determined  by
  resolution  of the Board,  but not more than seven nor less than three.  At that
  meeting  the Board also set the number of  directors  at seven and  elected  Dr.
  Albert H. Cox,  Jr.,  Terry  Fields and Susan A.  Keller to the Board,  to serve
  until their successors have been elected and qualified.
  
       A copy of the press  release  relating to the election  described  above is
  attached as Exhibit 99.1 and incorporated herein by reference.
  
           NEW DIRECTORS.
           --------------
  
       DR.  ALBERT H. COX,  JR. Dr. Cox,  71, has been a private  investor for the
  last five  years.  Dr Cox.  was the  founder  and  President  of  Merrill  Lynch
  Economics. He also served as an economic advisor to President Richard Nixon.
  
       TERRY  FIELDS.  Mr.  Fields,  56, has been the Chief  Financial  Officer of
  Community  Loans of America,  Inc.  since 1995.  He  previously  served as Chief
  Financial Officer and interim Chief Executive Officer of Seibels Bruce Group.
  
       SUSAN A. KELLER.  Ms. Keller,  42, a Partner at Edwards & Angell,  LLP, has
  been  practicing law since 1986,  with an emphasis on mergers and  acquisitions,
  private equity financing,  senior and subordinated debt transactions and general
  corporate work.
  
           ADDITIONAL INVESTMENT BY SILVER STAR.
           -------------------------------------
  
       On October  15,  2003,  the  Company  sold a  $2,000,000  principal  amount
  convertible note (the "Note")to Silver Star Partners I, LLC ("Silver Star"). The
  note is due on January 15,  2004 and bears  interest at the rate of 7% per year.
  The  Company's  obligations  under the note may,  at the  Company's  option,  be
  satisfied,  in whole or part, by issuing  shares of the Company's  common stock,
  par value  $.01  ("Common  Stock") to Silver  Star.  If the  Company  chooses to
  satisfy any of its obligations under the note by issuing shares of Common Stock,
  the conversion price will be the price to broker-dealers  acting as underwriters
  or placement agents in the first registered  public offering of such shares made
  after  October 15, 2003 or, if no such offering is made before the maturity date
  of the Note,  then the 20 day moving  average  closing price of the Common Stock
  during the first thirty day period  starting on or after November 1, 2003 during
  which, in the Company's reasonable judgement, all material information about the
  Company has been publicly available less a 20% discount. The conversion price is
  subject to adjustment for stock splits, reverse stock splits or stock dividends.
  
       Silver Star owns 64.9% of the  outstanding  shares of Common Stock.  Silver
  Star has the right to require the Company to register with the SEC Silver Star's
  resale of all shares of Common  Stock that it owns,  including  any Common Stock
  issued in  satisfaction of the Company's  obligations  under the Note as soon as
  practicable  after  Silver  Star  requests  that  registration.  The  Company is
  obligated to pay all expenses associated with that registration. The Company has
  other  obligations in connection with that  registration,  including causing the
  registration   statement  filed  to  remain  continuously  effective  until  the
  distribution  of shares  covered by the  registration  statement is complete and
  indemnifying Silver Star from liabilities it may incur resulting from any untrue
  statement  or  omission of a material  fact in the  registration  statement  and
  related documents and from other liabilities related to the registration.
  
                                         2
  Danzell Investment Management,  Ltd. ("Danzell Investment Management") will
  receive a 3% finders fee, to be paid by the Company, in connection with the sale
  of the Note by the Company.
  
       William B.  Danzell is the Chief  Executive  Officer of Nestor,  Inc.,  the
  President of Danzell  Investment  Management and the Managing Director of Silver
  Star.  Each of Robert M.  Krasne,  Stephen H.  Marbut  and David M.  Jordan is a
  director of Nestor,  and each is also an affiliate  of Silver Star.  The sale of
  the Note by the Company to Silver Star was approved unanimously by the directors
  of Nestor not affiliated with Silver Star.
  
       A copy of the press release relating to the transaction  described above is
  attached as Exhibit 99.2 and incorporated herein by reference.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
           (c) Exhibits:
  
               The following exhibits are filed as part of this report:
  
               Exhibit
               Number              Description
               -------             -----------
                3.1        Amended By-laws of Nestor, Inc.
  
               10.1        Convertible Note dated October 15, 2003
                           made by Nestor, Inc. to Silver Star Partners I, LLC.
  
               99.1        Press Release dated October 15, 2003 relating to the
                           election of directors.
  
               99.2        Press Release dated October 15, 2003 relating to the
                           Silver Star Note.
  
                                     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 hereunto duly authorized.
  
                                         NESTOR, INC.
                                         (Registrant)
  
                                         By: /s/ Nigel P. Hebborn
                                            --------------------------------------
                                            Nigel P. Hebborn
                                            Treasurer and Chief Financial Officer
  
  Dated:     October 17, 2003
  
                                         3
  EXHIBIT INDEX
                                    -------------
  
   Exhibit Number         Description
   --------------         -----------
       10.1              Security Purchase Agreement dated July 31, 2003
                         between Nestor, Inc. and Laurus Master Fund, Ltd.
  
       10.2              Convertible Note dated July 31, 2003
                         made by Nestor, Inc. to Laurus Master Fund, Ltd.
  
       10.3              Registration Rights Agreement dated July 31, 2003
                         between Nestor, Inc. and Laurus Master Fund, Ltd.
  
       10.4              Common Stock Purchase Warrant dated July 31, 2003
                         issued by Nestor, Inc. to Laurus Master Fund, Ltd.
  
       10.5              Stock Pledge Agreement dated July 31, 2003
                         between Nestor Traffic Systems, Inc. and
                         Laurus Master Fund, Ltd.
  
       10.6              Pledge and Security Agreement dated July 31, 2003
                         between CrossingGuard, Inc. and Laurus Master Fund, Ltd.
  
       10.7              Guaranty dated July 31, 2003 by CrossingGuard, Inc. to
                         Laurus Master Fund, Ltd.
  
       99.1              Press Release dated August 4, 2003.
  
                                         4