content: UNITED STATES 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
  
  
  
                                   July 13, 2004
  --------------------------------------------------------------------------------
                  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)
  
  
  
  
  
  <PAGE>
  
  
  ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.
  
  
           CLARIFICATION OF CEO'S STATEMENTS.
           ----------------------------------
  
       On July 13, 2004,  William B. Danzell,  President & Chief Executive Officer
  of Nestor,  Inc. (OTC: NESO), gave an interview to WallSt.net  discussing Nestor
  and its business.  In connection with that  interview,  Nestor wishes to clarify
  that neither the company,  nor its  subsidiary,  Nestor Traffic  Systems,  Inc.,
  currently offers a mobile speed detection  product.  Nestor is currently engaged
  in discussions with manufacturers of mobile speed detection  products,  with the
  objective of securing distribution rights to such a product, but there can be no
  assurance that the company will be able to obtain distribution  rights. To date,
  there have been no agreements or understandings reached with any manufacturer of
  mobile speed detection products.
  
       In  addition,  Mr.  Danzell's  statement  during  the  interview  that  the
  company's  current cash position was  "approximately $4 million" referred to the
  amount of cash, cash  equivalents and marketable  equity  securities held by the
  company.
  
       A copy of the company's press release relating to the items described above
  is attached as Exhibit 99.1 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
               --------------         -----------
                    99.1              Press release dated July 23, 2004
  
  
  
  <PAGE>
  
  
  
  
                                     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/ Claire M. Iacobucci
                                            --------------------------------------
                                            Claire M. Iacobucci
                                            Treasurer and Chief Financial Officer
  
  
  Dated:     July 23, 2004
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
                                    -------------
  
  
               Exhibit Number         Description
               --------------         -----------
                    99.1              Press release dated July 23, 2004
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "form8k.txt", "description": "FORM 8K (CLARIFICATION OF CEO'S STATEMENTS)", "secsgml_size_bytes": 4154}]
metadata_filer: {"company-data": {"conformed-name": "NESTOR INC", "cik": "0000720851", "assigned-sic": "7372", "irs-number": "133163744", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12965", "film-number": "04929444"}, "business-address": {"street1": "400 MASSASOIT AVE", "street2": "STE 200", "city": "PROVIDENCE", "state": "RI", "zip": "02914", "phone": "4014345522"}, "mail-address": {"street1": "400 MASSASOIT AVE", "street2": "STE 200", "city": "PROVIDENCE", "state": "RI", "zip": "02914"}}
text: UNITED STATES 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
  
                                   July 13, 2004
  --------------------------------------------------------------------------------
                  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)
  ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.
  
           CLARIFICATION OF CEO'S STATEMENTS.
           ----------------------------------
  
       On July 13, 2004,  William B. Danzell,  President & Chief Executive Officer
  of Nestor,  Inc. (OTC: NESO), gave an interview to WallSt.net  discussing Nestor
  and its business.  In connection with that  interview,  Nestor wishes to clarify
  that neither the company,  nor its  subsidiary,  Nestor Traffic  Systems,  Inc.,
  currently offers a mobile speed detection  product.  Nestor is currently engaged
  in discussions with manufacturers of mobile speed detection  products,  with the
  objective of securing distribution rights to such a product, but there can be no
  assurance that the company will be able to obtain distribution  rights. To date,
  there have been no agreements or understandings reached with any manufacturer of
  mobile speed detection products.
  
       In  addition,  Mr.  Danzell's  statement  during  the  interview  that  the
  company's  current cash position was  "approximately $4 million" referred to the
  amount of cash, cash  equivalents and marketable  equity  securities held by the
  company.
  
       A copy of the company's press release relating to the items described above
  is attached as Exhibit 99.1 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
               --------------         -----------
                    99.1              Press release dated July 23, 2004
  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/ Claire M. Iacobucci
                                            --------------------------------------
                                            Claire M. Iacobucci
                                            Treasurer and Chief Financial Officer
  
  Dated:     July 23, 2004
  EXHIBIT INDEX
                                    -------------
  
               Exhibit Number         Description
               --------------         -----------
                    99.1              Press release dated July 23, 2004