content: UNITED STATES
                         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 6, 2006
  --------------------------------------------------------------------------------
  
                                    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)
  
  
              42 Oriental Street; Third Floor, Providence, Rhode Island
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
  
  
                                   (401) 274-5658
  --------------------------------------------------------------------------------
                (Registrant's telephone number, including area code)
  
  
                                   Not Applicable
  --------------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  
  
  Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
  simultaneously  satisfy the filing obligation of the registrant under any of the
  following provisions:
  
  
  [ ]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
       CFR 230.425)
  
  [ ]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
       240.14a-12)
  
  [ ]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
       Exchange Act (17 CFR 240.14d-2(b))
  
  [ ]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
       Exchange Act (17 CFR 240.13e-4(c))
  
  
  
  <PAGE>
  
  
  ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
  
  On March 6, 2006, Nestor,  Inc., a Delaware  corporation (with its subsidiaries,
  the "Registrant"),  amended the four employment  agreements that it has with its
  executive  officers.  Each  agreement  was amended to reduce the minimum  salary
  payable thereunder by 10%. Before the amendments, the salary of each of the four
  executive officers was the minimum salary under his employment agreement and the
  salary of each executive  officer has been reduced to the new minimum allowed by
  each  amendment.  The reductions in the salaries of the four executive  officers
  were part of a program of cost  reductions  instituted  by the  Registrant  that
  included  reducing  the  salaries  of  most  employees  of  the  Registrant  and
  terminating 9 employees.
  
  The specific agreements amended are
  
  o    the Employment  Agreement,  dated October 13, 2004,  between the Registrant
       and William B. Danzell,  the  Registrant's  President  and Chief  Executive
       Officer, which was amended to provide for a minimum salary of $225,000
  
  o    the Employment  Agreement,  dated October 13, 2004,  between the Registrant
       and Nigel P.  Hebborn,  the  Registrant's  Treasurer  and  Chief  Financial
       Officer, which was amended to provide for a minimum salary of $180,000
  
  o    the Employment Agreement,  dated March 29, 2005, between the Registrant and
       Tadas A. Eikinas,  the  Registrant's  Chief  Operating  Officer,  which was
       amended to provide for a minimum salary of $157,500
  
  o    the Employment Agreement,  dated March 29, 2005, between the Registrant and
       Benjamin M. Alexander,  the Registrant's Chief Operating Officer, which was
       amended to provide for a minimum salary of $148,500
  
  ITEM 8.01.  OTHER EVENTS
  
  On March 6,  2006,  Registrant  instituted  a program  of cost  reductions  that
  included  reducing  the  salaries  of  most  employees  of  the  Registrant  and
  terminating 9 employees.
  
  ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS
  
  (c)      Exhibits
  
  Exhibit No.       Exhibit
  
  10.1      Letter  agreement from William B. Danzell to Nestor,  Inc. dated
            March 6, 2006
  
  10.2      Letter agreement from Nigel P. Hebborn to Nestor,  Inc. dated
            March 6, 2006
  
  10.3      Letter agreement from Tadas A. Eikinas to Nestor,  Inc. dated
            March 6, 2006
  
  10.4      Letter agreement from Benjamin M. Alexander to Nestor, Inc. dated
            March 6, 2006
  
  
  
  <PAGE>
  
  
  
  
                                     SIGNATURES
  
       Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
  amended,  the  Registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
                                            NESTOR, INC.
  
  
                                            By:  /s/  Nigel P. Hebborn
                                               ---------------------------------
                                               Nigel P. Hebborn
                                               Treasurer & Chief Financial Officer
  
  Date:  March 8, 2006
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "form8k.txt", "description": "FORM 8K (REDUCTION IN STAFF AND SALARY)", "secsgml_size_bytes": 5532}]
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": "06673990"}, "business-address": {"street1": "42 ORIENTAL STREET", "street2": "THIRD FLOOR", "city": "PROVIDENCE", "state": "RI", "zip": "02908", "phone": "4012745658"}, "mail-address": {"street1": "42 ORIENTAL STREET", "street2": "THIRD FLOOR", "city": "PROVIDENCE", "state": "RI", "zip": "02908"}}
text: UNITED STATES
                         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 6, 2006
  --------------------------------------------------------------------------------
  
                                    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)
  
              42 Oriental Street; Third Floor, Providence, Rhode Island
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
  
                                   (401) 274-5658
  --------------------------------------------------------------------------------
                (Registrant's telephone number, including area code)
  
                                   Not Applicable
  --------------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  
  Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
  simultaneously  satisfy the filing obligation of the registrant under any of the
  following provisions:
  
  [ ]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
       CFR 230.425)
  
  [ ]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
       240.14a-12)
  
  [ ]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
       Exchange Act (17 CFR 240.14d-2(b))
  
  [ ]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
       Exchange Act (17 CFR 240.13e-4(c))
  ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
  
  On March 6, 2006, Nestor,  Inc., a Delaware  corporation (with its subsidiaries,
  the "Registrant"),  amended the four employment  agreements that it has with its
  executive  officers.  Each  agreement  was amended to reduce the minimum  salary
  payable thereunder by 10%. Before the amendments, the salary of each of the four
  executive officers was the minimum salary under his employment agreement and the
  salary of each executive  officer has been reduced to the new minimum allowed by
  each  amendment.  The reductions in the salaries of the four executive  officers
  were part of a program of cost  reductions  instituted  by the  Registrant  that
  included  reducing  the  salaries  of  most  employees  of  the  Registrant  and
  terminating 9 employees.
  
  The specific agreements amended are
  
  o    the Employment  Agreement,  dated October 13, 2004,  between the Registrant
       and William B. Danzell,  the  Registrant's  President  and Chief  Executive
       Officer, which was amended to provide for a minimum salary of $225,000
  
  o    the Employment  Agreement,  dated October 13, 2004,  between the Registrant
       and Nigel P.  Hebborn,  the  Registrant's  Treasurer  and  Chief  Financial
       Officer, which was amended to provide for a minimum salary of $180,000
  
  o    the Employment Agreement,  dated March 29, 2005, between the Registrant and
       Tadas A. Eikinas,  the  Registrant's  Chief  Operating  Officer,  which was
       amended to provide for a minimum salary of $157,500
  
  o    the Employment Agreement,  dated March 29, 2005, between the Registrant and
       Benjamin M. Alexander,  the Registrant's Chief Operating Officer, which was
       amended to provide for a minimum salary of $148,500
  
  ITEM 8.01.  OTHER EVENTS
  
  On March 6,  2006,  Registrant  instituted  a program  of cost  reductions  that
  included  reducing  the  salaries  of  most  employees  of  the  Registrant  and
  terminating 9 employees.
  
  ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS
  
  (c)      Exhibits
  
  Exhibit No.       Exhibit
  
  10.1      Letter  agreement from William B. Danzell to Nestor,  Inc. dated
            March 6, 2006
  
  10.2      Letter agreement from Nigel P. Hebborn to Nestor,  Inc. dated
            March 6, 2006
  
  10.3      Letter agreement from Tadas A. Eikinas to Nestor,  Inc. dated
            March 6, 2006
  
  10.4      Letter agreement from Benjamin M. Alexander to Nestor, Inc. dated
            March 6, 2006
  SIGNATURES
  
       Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
  amended,  the  Registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
                                            NESTOR, INC.
  
                                            By:  /s/  Nigel P. Hebborn
                                               ---------------------------------
                                               Nigel P. Hebborn
                                               Treasurer & Chief Financial Officer
  
  Date:  March 8, 2006