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
  
  
  
                                   June 24, 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)
  
  
  
  
  
  
                                         1
  <PAGE>
  
  ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.
  
  
       INCREASE IN AUTHORIZED CAPITAL.
       -------------------------------
  
       On June 24, 2004, we amended our certificate of  incorporation  to increase
  the number of shares of our common stock that we are  authorized to issue,  from
  20,000,000  shares to  30,000,000  shares.  The was made to provide a sufficient
  number  of  shares  of  our  stock  for  issuance  in  connection   with  future
  acquisitions,  financings, strategic alliances, incentive stock awards and other
  general corporate purposes. We have no current plans,  proposals or arrangements
  to issue any shares of common  stock with the  exception of the shares of common
  stock authorized under its certificate of incorporation before the amendment and
  previously  reserved  for  issuance  under the our  outstanding  stock  options,
  convertible  preferred stock,  warrants and convertible  notes. We have reserved
  4,500,000  shares for issuance under our new stock incentive plan. See "Adoption
  of 2004 Stock Incentive Plan" The amendment to our certificate of  incorporation
  was made after a vote of our  stockholders at our annual meeting of stockholders
  approving the amendment.
  
  
       INCREASE IN NUMBER OF DIRECTORS.
       --------------------------------
  
       On June 24, 2004,  an  amendment  to our  by-laws,  adopted by our board of
  directors on May 19, 2004, took effect.  The amendment to our by-laws  increases
  the  maximum  number  of  directors  of the  corporation  to nine.  The board of
  directors also set the number of directors at nine.
  
  
       ELECTION OF NEW DIRECTORS.
       --------------------------
  
       On June 24, 2004, at our annual meeting of  stockholders,  our stockholders
  elected four new directors:  James S. Bennett,  Robert G. Flanders, Jr., William
  J. Gilbane, Jr., and Donald R. Sweitzer.
  
       Mr. Bennett, 46, is an owner and Vice Chairman of the Board of Directors of
  Mitkem Corporation,  which he founded in 1994. Previously,  Mr. Bennett held top
  management  positions in two other  environmental  laboratories,  Coast to Coast
  Analytical  and  Ceimic  Corporation,   where  his   responsibilities   included
  supervision of technical  sales,  budget and financial review and management and
  establishment  of new offices and markets.  Prior to entering the  environmental
  business,  Mr. Bennett was involved in securities trading,  holding positions at
  Albert, Bennett & Company, Inc., Prudential-Bache Securities and Kidder, Peabody
  & Co., Inc. and played  professional sports with the Atlanta Flames Hockey Club,
  Inc. organization. Mr. Bennett is a graduate of Brown University.
  
       Justice Flanders, 54, is an Associate Justice of the Supreme Court of Rhode
  Island, an office he has held since 1996. Prior to his appointment to the bench,
  he was a founder of the law firm of Flanders + Medeiros.  Justice  Flanders  was
  also a partner  at the law firm of  Edwards &  Angell,  LLP,  where he served as
  Chairman of the firm's  Litigation  Department  and he began his legal career at
  the firm of Paul,  Weiss,  Rifkin,  Wharton &  Garrison.  He has also  served as
  assistant  executive counsel to the Governor of Rhode Island, town solicitor for
  Glocester,  Rhode  Island and general  counsel to the Rhode  Island  Solid Waste
  Management  Corporation.  He ran for and was  elected  to the  Town  Council  of
  Barrington,  Rhode Island,  on which he served two terms.  Justice Flanders is a
  magna cum laude graduate of Brown  University,  where he was elected to Phi Beta
  Kappa,  and he received  his Juris Doctor from  Harvard  University  Law School.
  Recently,  after eight years of service on the Supreme Court,  Justice  Flanders
  announced  that he will be resigning to pursue other  challenges  after the 2004
  court term ends. He has been named "Distinguished  Visiting Professor of Law" at
  the Roger  Williams  University Law School,  where he will teach  constitutional
  law.
  
                                         2
  <PAGE>
  
       Mr. Gilbane,  57, is the president and chief  operating  officer of Gilbane
  Building Company,  a position he has held since January 2004. From 2001 to 2003,
  Mr. Gilbane served as executive vice president of the company.  Previously,  Mr.
  Gilbane  served as senior vice president of the company's New England Region for
  18 years where he was  responsible  for 400  employees  and  approximately  $500
  million  of annual  construction  work and also  established  five new  district
  offices.  He joined  the  company  in 1970.  Mr.  Gilbane  graduated  from Brown
  University with a Bachelor of Science degree in political science.
  
       Mr. Sweitzer,  56, is Senior Vice President of Global Business  Development
  and  Public  Affairs  of GTECH  Holdings  Corporation  and  Chairman  of GTECH's
  Government Affairs Committee.  He is the former president of the Dorset Resource
  & Strategy Group, a public affairs company in Washington, D.C. He also served as
  the president and managing partner of Politics,  Inc., a Kamber Company.  He was
  the political  director of the Democratic  National Committee (DNC) in the first
  two years of the Clinton  Administration,  and from 1985-1989,  he served as the
  finance director of the DNC. Prior to joining GTECH, Mr. Sweitzer was a frequent
  political  commentator  on  CNN's  Crossfire  and  other  nationally  syndicated
  programs  and has lectured on politics  and  political  campaigns at the John F.
  Kennedy School of Government at Harvard University;  Northwestern  University in
  Chicago;  Kent  State  University  in  Ohio;  and  the  American  University  in
  Washington.
  
  
       ADOPTION OF 2004 STOCK INCENTIVE PLAN.
       --------------------------------------
  
       On June 24, 2004, at our annual meeting of  stockholders,  our stockholders
  approved  the  adoption  of a new  stock  incentive  plan,  which  plan had been
  adopted,  subject to approval by our stockholders,  by our board of directors on
  April 8, 2004.  The stock  incentive  plan  provides for the grant of options to
  purchase our common stock and the grant of restricted  stock awards.  Subject to
  adjustments  for  changes  in our  common  stock  and  other  events,  the stock
  incentive plan allows us to grant up to 4,500,000 shares,  either in the form of
  options to purchase a share or as restricted  stock  awards.  If any grant under
  the stock  incentive  plan  expires or is  terminated,  surrendered  or canceled
  without  having  been fully  exercised  or is  forfeited  in whole or in part or
  results in common stock not being issued, the unused stock covered by that grant
  will be  available  for future  grants.  The maximum  number of shares of common
  stock with respect to which  grants may be made during any calendar  year to any
  person is 630,000  subject to  adjustments  for changes in our common  stock and
  other events.
  
       All of our employees,  officers and directors are eligible for grants under
  the stock  incentive  plan.  Our Board of Directors  will  administer  the stock
  incentive  plan or the may delegate  its powers to  committee of the Board.  The
  Board may also delegate the power to grant awards under the stock incentive plan
  (except to officers) to one or more of our executive officers in compliance with
  Delaware law.
  
  
  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              Certificate of Amendment of the Restated
                                     Certificate of Incorporation of Nestor, Inc.
  
                    3.2              Amended By-laws of Nestor, Inc.
  
                    10.1             Nestor, Inc. 2004 Stock Incentive Plan
  
  
  
  
                                         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/ Claire M. Iacobucci
                                            --------------------------------------
                                            Claire M. Iacobucci
                                            Treasurer and Chief Financial Officer
  
  
  Dated:     June 30, 2004
  
  
  
                                         4
  <PAGE>
  
  
  
  
  
  
  
                                    EXHIBIT INDEX
                                    -------------
  
  
  
         Exhibit Number                    Description
         --------------                    -----------
              3.1              Certificate of Amendment of the Restated
                               Certificate of Incorporation of Nestor, Inc.
  
              3.2              Amended By-laws of Nestor, Inc.
  
              10.1             Nestor, Inc. 2004 Stock Incentive Plan
  
  
  
                                         5
  <PAGE>
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "form8k.txt", "description": "FORM 8K (CERT AMEND, BYLAWS, 2004 SIP)", "secsgml_size_bytes": 10741}]
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": "04891803"}, "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
  
                                   June 24, 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)
  
                                         1
  ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.
  
       INCREASE IN AUTHORIZED CAPITAL.
       -------------------------------
  
       On June 24, 2004, we amended our certificate of  incorporation  to increase
  the number of shares of our common stock that we are  authorized to issue,  from
  20,000,000  shares to  30,000,000  shares.  The was made to provide a sufficient
  number  of  shares  of  our  stock  for  issuance  in  connection   with  future
  acquisitions,  financings, strategic alliances, incentive stock awards and other
  general corporate purposes. We have no current plans,  proposals or arrangements
  to issue any shares of common  stock with the  exception of the shares of common
  stock authorized under its certificate of incorporation before the amendment and
  previously  reserved  for  issuance  under the our  outstanding  stock  options,
  convertible  preferred stock,  warrants and convertible  notes. We have reserved
  4,500,000  shares for issuance under our new stock incentive plan. See "Adoption
  of 2004 Stock Incentive Plan" The amendment to our certificate of  incorporation
  was made after a vote of our  stockholders at our annual meeting of stockholders
  approving the amendment.
  
       INCREASE IN NUMBER OF DIRECTORS.
       --------------------------------
  
       On June 24, 2004,  an  amendment  to our  by-laws,  adopted by our board of
  directors on May 19, 2004, took effect.  The amendment to our by-laws  increases
  the  maximum  number  of  directors  of the  corporation  to nine.  The board of
  directors also set the number of directors at nine.
  
       ELECTION OF NEW DIRECTORS.
       --------------------------
  
       On June 24, 2004, at our annual meeting of  stockholders,  our stockholders
  elected four new directors:  James S. Bennett,  Robert G. Flanders, Jr., William
  J. Gilbane, Jr., and Donald R. Sweitzer.
  
       Mr. Bennett, 46, is an owner and Vice Chairman of the Board of Directors of
  Mitkem Corporation,  which he founded in 1994. Previously,  Mr. Bennett held top
  management  positions in two other  environmental  laboratories,  Coast to Coast
  Analytical  and  Ceimic  Corporation,   where  his   responsibilities   included
  supervision of technical  sales,  budget and financial review and management and
  establishment  of new offices and markets.  Prior to entering the  environmental
  business,  Mr. Bennett was involved in securities trading,  holding positions at
  Albert, Bennett & Company, Inc., Prudential-Bache Securities and Kidder, Peabody
  & Co., Inc. and played  professional sports with the Atlanta Flames Hockey Club,
  Inc. organization. Mr. Bennett is a graduate of Brown University.
  
       Justice Flanders, 54, is an Associate Justice of the Supreme Court of Rhode
  Island, an office he has held since 1996. Prior to his appointment to the bench,
  he was a founder of the law firm of Flanders + Medeiros.  Justice  Flanders  was
  also a partner  at the law firm of  Edwards &  Angell,  LLP,  where he served as
  Chairman of the firm's  Litigation  Department  and he began his legal career at
  the firm of Paul,  Weiss,  Rifkin,  Wharton &  Garrison.  He has also  served as
  assistant  executive counsel to the Governor of Rhode Island, town solicitor for
  Glocester,  Rhode  Island and general  counsel to the Rhode  Island  Solid Waste
  Management  Corporation.  He ran for and was  elected  to the  Town  Council  of
  Barrington,  Rhode Island,  on which he served two terms.  Justice Flanders is a
  magna cum laude graduate of Brown  University,  where he was elected to Phi Beta
  Kappa,  and he received  his Juris Doctor from  Harvard  University  Law School.
  Recently,  after eight years of service on the Supreme Court,  Justice  Flanders
  announced  that he will be resigning to pursue other  challenges  after the 2004
  court term ends. He has been named "Distinguished  Visiting Professor of Law" at
  the Roger  Williams  University Law School,  where he will teach  constitutional
  law.
  
                                         2
  Mr. Gilbane,  57, is the president and chief  operating  officer of Gilbane
  Building Company,  a position he has held since January 2004. From 2001 to 2003,
  Mr. Gilbane served as executive vice president of the company.  Previously,  Mr.
  Gilbane  served as senior vice president of the company's New England Region for
  18 years where he was  responsible  for 400  employees  and  approximately  $500
  million  of annual  construction  work and also  established  five new  district
  offices.  He joined  the  company  in 1970.  Mr.  Gilbane  graduated  from Brown
  University with a Bachelor of Science degree in political science.
  
       Mr. Sweitzer,  56, is Senior Vice President of Global Business  Development
  and  Public  Affairs  of GTECH  Holdings  Corporation  and  Chairman  of GTECH's
  Government Affairs Committee.  He is the former president of the Dorset Resource
  & Strategy Group, a public affairs company in Washington, D.C. He also served as
  the president and managing partner of Politics,  Inc., a Kamber Company.  He was
  the political  director of the Democratic  National Committee (DNC) in the first
  two years of the Clinton  Administration,  and from 1985-1989,  he served as the
  finance director of the DNC. Prior to joining GTECH, Mr. Sweitzer was a frequent
  political  commentator  on  CNN's  Crossfire  and  other  nationally  syndicated
  programs  and has lectured on politics  and  political  campaigns at the John F.
  Kennedy School of Government at Harvard University;  Northwestern  University in
  Chicago;  Kent  State  University  in  Ohio;  and  the  American  University  in
  Washington.
  
       ADOPTION OF 2004 STOCK INCENTIVE PLAN.
       --------------------------------------
  
       On June 24, 2004, at our annual meeting of  stockholders,  our stockholders
  approved  the  adoption  of a new  stock  incentive  plan,  which  plan had been
  adopted,  subject to approval by our stockholders,  by our board of directors on
  April 8, 2004.  The stock  incentive  plan  provides for the grant of options to
  purchase our common stock and the grant of restricted  stock awards.  Subject to
  adjustments  for  changes  in our  common  stock  and  other  events,  the stock
  incentive plan allows us to grant up to 4,500,000 shares,  either in the form of
  options to purchase a share or as restricted  stock  awards.  If any grant under
  the stock  incentive  plan  expires or is  terminated,  surrendered  or canceled
  without  having  been fully  exercised  or is  forfeited  in whole or in part or
  results in common stock not being issued, the unused stock covered by that grant
  will be  available  for future  grants.  The maximum  number of shares of common
  stock with respect to which  grants may be made during any calendar  year to any
  person is 630,000  subject to  adjustments  for changes in our common  stock and
  other events.
  
       All of our employees,  officers and directors are eligible for grants under
  the stock  incentive  plan.  Our Board of Directors  will  administer  the stock
  incentive  plan or the may delegate  its powers to  committee of the Board.  The
  Board may also delegate the power to grant awards under the stock incentive plan
  (except to officers) to one or more of our executive officers in compliance with
  Delaware law.
  
  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              Certificate of Amendment of the Restated
                                     Certificate of Incorporation of Nestor, Inc.
  
                    3.2              Amended By-laws of Nestor, Inc.
  
                    10.1             Nestor, Inc. 2004 Stock Incentive Plan
  
                                         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/ Claire M. Iacobucci
                                            --------------------------------------
                                            Claire M. Iacobucci
                                            Treasurer and Chief Financial Officer
  
  Dated:     June 30, 2004
  
                                         4
  EXHIBIT INDEX
                                    -------------
  
         Exhibit Number                    Description
         --------------                    -----------
              3.1              Certificate of Amendment of the Restated
                               Certificate of Incorporation of Nestor, Inc.
  
              3.2              Amended By-laws of Nestor, Inc.
  
              10.1             Nestor, Inc. 2004 Stock Incentive Plan
  
                                         5