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
  
  
  
  
                                  January 2, 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 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
  
       (a) Effective  January 2, 2003,  Ernst & Young, LLP ("E&Y") resigned as the
  independent  accountants  of Nestor,  Inc. (the  "Company")  for the year ending
  December 31, 2002. E&Y's  resignation was approved by the Audit Committee of the
  Company.
  
       The report of E&Y on the financial statements of the Company for the fiscal
  year ended December 31, 2001 was qualified as to uncertainty about the Company's
  ability to continue as a going concern  because the Company is expending cash in
  excess of cash generated from operations,  as revenues are not yet sufficient to
  support operations and the Company has incurred  significant  losses.  Except as
  described in this Item 4(a),  the reports of E&Y on the financial  statements of
  the Company for either of the past two fiscal  years did not contain any adverse
  opinion or  disclaimer  of opinion  and were not  qualified  or  modified  as to
  uncertainty, audit scope or accounting principles.
  
       In addition,  during the Company's two most recent fiscal years and through
  January 2, 2003, there was no disagreement  with E&Y on any matter of accounting
  principles or practices,  financial statement  disclosure,  or auditing scope or
  procedure, which disagreement, if not resolved to the satisfaction of E&Y, would
  have caused E&Y to make  reference  to the subject of that  disagreement  in its
  reports on the Company's financial statements for those fiscal periods.
  
       During the Company's  two most recent  fiscal years and through  January 2,
  2003,  there  were no  "reportable  events"  as that  term  is  defined  in Item
  304(a)(1)(v) of Regulation S-K.
  
       The Company  requested  that E&Y furnish it with a letter  addressed to the
  Securities  and Exchange  Commission  stating  whether or not it agrees with the
  statements in this Item 4(a). A copy of the letter  furnished by E&Y in response
  to that  request,  dated  January 6, 2003, is filed as Exhibit 16.1 to this Form
  8-K.
  
       (b) On January 2, 2003, Carlin, Charron & Rosen, LLP ("Carlin") was engaged
  as the Company's new independent accountants.  During the two most recent fiscal
  years and the interim period preceding the engagement of Carlin, the Company has
  not consulted with Carlin  regarding  either:  (i) the application of accounting
  principles to a specified transaction, either completed or proposed; or the type
  of audit opinion that might be rendered on the Company's  financial  statements,
  and either a written report or oral advice was provided to the Company by Carlin
  that Carlin  concluded  was an  important  factor  considered  by the Company in
  reaching a decision  as to the  accounting,  auditing,  or  financial  reporting
  issue;  or (ii) any matter  that was either the subject of a  "disagreement"  or
  "reportable  event," as those terms are used in Item 304(a)(1) of Regulation S-K
  and the related instructions to Item 304 of Regulation S-K.
  
  
  
  
                                         2
  <PAGE>
  
  
  
  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
            --------------           -----------
  
                 16.1                Letter from Ernst & Young LLP dated
                                     January 6, 2003 regarding change in
                                     certifying accountant.
  
  
  
  
                                         3
  <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/ Nigel P. Hebborn
                                        ---------------------------------------
                                          Nigel P. Hebborn
                                          President and Chief Executive Officer
  
  
  
  Dated:     January 6, 2003
  
  
  
  
                                         4
  <PAGE>
  
  
  
                                   EXHIBIT INDEX
  
  
  Exhibit No.        Document
  -----------        --------
  
     16.1            Letter from Ernst & Young LLP dated January 6, 2003
                     regarding change in certifying accountant.
  
  
  
                                         5
  <PAGE>
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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": "03505312"}, "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: 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
  
                                  January 2, 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 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
  
       (a) Effective  January 2, 2003,  Ernst & Young, LLP ("E&Y") resigned as the
  independent  accountants  of Nestor,  Inc. (the  "Company")  for the year ending
  December 31, 2002. E&Y's  resignation was approved by the Audit Committee of the
  Company.
  
       The report of E&Y on the financial statements of the Company for the fiscal
  year ended December 31, 2001 was qualified as to uncertainty about the Company's
  ability to continue as a going concern  because the Company is expending cash in
  excess of cash generated from operations,  as revenues are not yet sufficient to
  support operations and the Company has incurred  significant  losses.  Except as
  described in this Item 4(a),  the reports of E&Y on the financial  statements of
  the Company for either of the past two fiscal  years did not contain any adverse
  opinion or  disclaimer  of opinion  and were not  qualified  or  modified  as to
  uncertainty, audit scope or accounting principles.
  
       In addition,  during the Company's two most recent fiscal years and through
  January 2, 2003, there was no disagreement  with E&Y on any matter of accounting
  principles or practices,  financial statement  disclosure,  or auditing scope or
  procedure, which disagreement, if not resolved to the satisfaction of E&Y, would
  have caused E&Y to make  reference  to the subject of that  disagreement  in its
  reports on the Company's financial statements for those fiscal periods.
  
       During the Company's  two most recent  fiscal years and through  January 2,
  2003,  there  were no  "reportable  events"  as that  term  is  defined  in Item
  304(a)(1)(v) of Regulation S-K.
  
       The Company  requested  that E&Y furnish it with a letter  addressed to the
  Securities  and Exchange  Commission  stating  whether or not it agrees with the
  statements in this Item 4(a). A copy of the letter  furnished by E&Y in response
  to that  request,  dated  January 6, 2003, is filed as Exhibit 16.1 to this Form
  8-K.
  
       (b) On January 2, 2003, Carlin, Charron & Rosen, LLP ("Carlin") was engaged
  as the Company's new independent accountants.  During the two most recent fiscal
  years and the interim period preceding the engagement of Carlin, the Company has
  not consulted with Carlin  regarding  either:  (i) the application of accounting
  principles to a specified transaction, either completed or proposed; or the type
  of audit opinion that might be rendered on the Company's  financial  statements,
  and either a written report or oral advice was provided to the Company by Carlin
  that Carlin  concluded  was an  important  factor  considered  by the Company in
  reaching a decision  as to the  accounting,  auditing,  or  financial  reporting
  issue;  or (ii) any matter  that was either the subject of a  "disagreement"  or
  "reportable  event," as those terms are used in Item 304(a)(1) of Regulation S-K
  and the related instructions to Item 304 of Regulation S-K.
  
                                         2
  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
            --------------           -----------
  
                 16.1                Letter from Ernst & Young LLP dated
                                     January 6, 2003 regarding change in
                                     certifying accountant.
  
                                         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 hereunto duly authorized.
  
                                                      NESTOR, INC.
                                        ---------------------------------------
                                                      (Registrant)
  
                                     By:        /s/ Nigel P. Hebborn
                                        ---------------------------------------
                                          Nigel P. Hebborn
                                          President and Chief Executive Officer
  
  Dated:     January 6, 2003
  
                                         4
  EXHIBIT INDEX
  
  Exhibit No.        Document
  -----------        --------
  
     16.1            Letter from Ernst & Young LLP dated January 6, 2003
                     regarding change in certifying accountant.
  
                                         5