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) March 25, 1999
                                  
  
                            NESTOR, INC.
              (Exact name of registrant as specified in charter)
  
                                  
  
  Delaware                      0-12-965        13-3163744
  (State of other jurisdiction  (Commission     IRS employer
  of incorporation)             file number)    identification no.
  
  
  
  
       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.
  
        As of March 25, 1999, Nestor Traffic Systems, Inc. ("NTS"),
  a  wholly-owned subsidiary of the Corporation, sold an  aggregate
  of  135,000  initial  shares of its common  stock  in  a  private
  transaction to six accredited investors in consideration  of  the
  payment of the aggregate sum of $2,350,000 and granted options to
  purchase  in  whole,  on  or  before January  31,  2000,  140,000
  additional shares of common stock in consideration of the payment
  of the aggregate sum of $1,750,000.   The investor group includes
  three  officers of the  Registrant and the  subsidiary who in the 
  aggregate contributed $600,000 of the initial cash invested on the
  same basis as third-party investors. Prior to the exercise of the
  options,  the Corporation will own 62.5% of the then  issued  and
  outstanding shares of common stock of NTS and the investors  will
  own  37.5%.  Subsequent to the exercise in whole of the  Options,
  the  investors will own 55% and the Corporation will own  45%  of
  the  issued  and  outstanding shares of NTS.  The transaction  is
  described in the Subscription Agreement, which is annexed  as  an
  exhibit   hereto  and  in  the  License  Agreement  between   the
  Corporation and NTS dated January 1, 1999, which is annexed as an
  exhibit hereto.
  
       NTS is engaged in the business of developing various traffic
  systems  based  upon  the  technology  licensed  to  it  by   the
  Corporation.   One  of these systems is known  as  CrossingGuard,
  which  offers  to  municipalities  a  new  system  of  red  light
  enforcement  and safety to road intersections.  In  addition,  it
  offers a system known as TrafficVision that uses video cameras to
  monitor  and analyze traffic flow and to send traffic data  to  a
  central operations center.
  
  
  
  
  
                              EXHIBITS
  
  The following exhibit is filed herewith:
  
  Exhibit No.         Description
     4                Form of Subscription Agreement
  
    10                License Agreement between Nestor, Inc.
                      and Nestor Traffic Systems, Inc. dated
                      January 1, 1999.
  
  
  
  
                             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 23, 1999             NESTOR, INC.
                                     (Registrant)
  
  
                                     By:/s/ Herbert S. Meeker
                                             Secretary
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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) March 25, 1999
                                  
  
                            NESTOR, INC.
              (Exact name of registrant as specified in charter)
  
                                  
  
  Delaware                      0-12-965        13-3163744
  (State of other jurisdiction  (Commission     IRS employer
  of incorporation)             file number)    identification no.
  
       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.
  
        As of March 25, 1999, Nestor Traffic Systems, Inc. ("NTS"),
  a  wholly-owned subsidiary of the Corporation, sold an  aggregate
  of  135,000  initial  shares of its common  stock  in  a  private
  transaction to six accredited investors in consideration  of  the
  payment of the aggregate sum of $2,350,000 and granted options to
  purchase  in  whole,  on  or  before January  31,  2000,  140,000
  additional shares of common stock in consideration of the payment
  of the aggregate sum of $1,750,000.   The investor group includes
  three  officers of the  Registrant and the  subsidiary who in the 
  aggregate contributed $600,000 of the initial cash invested on the
  same basis as third-party investors. Prior to the exercise of the
  options,  the Corporation will own 62.5% of the then  issued  and
  outstanding shares of common stock of NTS and the investors  will
  own  37.5%.  Subsequent to the exercise in whole of the  Options,
  the  investors will own 55% and the Corporation will own  45%  of
  the  issued  and  outstanding shares of NTS.  The transaction  is
  described in the Subscription Agreement, which is annexed  as  an
  exhibit   hereto  and  in  the  License  Agreement  between   the
  Corporation and NTS dated January 1, 1999, which is annexed as an
  exhibit hereto.
  
       NTS is engaged in the business of developing various traffic
  systems  based  upon  the  technology  licensed  to  it  by   the
  Corporation.   One  of these systems is known  as  CrossingGuard,
  which  offers  to  municipalities  a  new  system  of  red  light
  enforcement  and safety to road intersections.  In  addition,  it
  offers a system known as TrafficVision that uses video cameras to
  monitor  and analyze traffic flow and to send traffic data  to  a
  central operations center.
  
                              EXHIBITS
  
  The following exhibit is filed herewith:
  
  Exhibit No.         Description
     4                Form of Subscription Agreement
  
    10                License Agreement between Nestor, Inc.
                      and Nestor Traffic Systems, Inc. dated
                      January 1, 1999.
  
                             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 23, 1999             NESTOR, INC.
                                     (Registrant)
  
                                     By:/s/ Herbert S. Meeker
                                             Secretary