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)  Jan. 30, 1996
                                  
                            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.
  
     1)     The Corporation entered into a Non-Exclusive Technology
  Licensing Agreement dated January 30, 1996, by and between the
  corporation and International Business Machines Corporation
  ("IBM") allowing IBM to use the Corporation's pattern recognition
  technology on an IBM developed neural network semiconductor
  device pursuant to which IBM has the right to use the
  Corporation's technology in the IBM ZISCO36TM Digital Integrated
  Neural Network chip and related product enhancements.  A copy of
  such License Agreement is annexed as an exhibit hereto.
  
     2)     The Corporation entered into on January 31, 1996 a
  Securities Purchase and Exchange Agreement dated as of January
  31, 1996 ("Agreement") by and among the Corporation and
  Wand/Nestor Investments L. P., Wand/Nestor Investments II L.P.
  and Wand/Nestor Investments III L.P. ("Purchasers") pursuant to
  which the Purchasers have exchanged certain securities of the
  Corporation for new securities and Wand/Nestor Investments L.P.
  made an investment in the Corporation of $599,000.  An additional
  investment of $401,000 by Wand/Nestor Investments III L.P. may be
  made on or before March 1, 1996.  A copy of the Agreement is
  annexed as an exhibit hereto.
  
                              EXHIBITS
  
  
  The Following exhibit is filed herewith:
  
  Exhibit No.         Description
  
                      4                                  Securities
                      Purchase and Exchange Agreement dated as of
                      January 31, 1996 between the Registrant and
                      Wand/Nestor Investments L.P., Wand/Nestor
                      Investments II L.P. and Wand/Nestor
                      Investments III L.P.
  
                      10                                 Non-
                      Exclusive License Agreement dated as of
                      January 30, 1996 between Nestor, Inc. and
                      International Business Machines Corporation.
                                  
                             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:  February 1, 1996           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)  Jan. 30, 1996
                                  
                            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.
  
     1)     The Corporation entered into a Non-Exclusive Technology
  Licensing Agreement dated January 30, 1996, by and between the
  corporation and International Business Machines Corporation
  ("IBM") allowing IBM to use the Corporation's pattern recognition
  technology on an IBM developed neural network semiconductor
  device pursuant to which IBM has the right to use the
  Corporation's technology in the IBM ZISCO36TM Digital Integrated
  Neural Network chip and related product enhancements.  A copy of
  such License Agreement is annexed as an exhibit hereto.
  
     2)     The Corporation entered into on January 31, 1996 a
  Securities Purchase and Exchange Agreement dated as of January
  31, 1996 ("Agreement") by and among the Corporation and
  Wand/Nestor Investments L. P., Wand/Nestor Investments II L.P.
  and Wand/Nestor Investments III L.P. ("Purchasers") pursuant to
  which the Purchasers have exchanged certain securities of the
  Corporation for new securities and Wand/Nestor Investments L.P.
  made an investment in the Corporation of $599,000.  An additional
  investment of $401,000 by Wand/Nestor Investments III L.P. may be
  made on or before March 1, 1996.  A copy of the Agreement is
  annexed as an exhibit hereto.
  
                              EXHIBITS
  
  The Following exhibit is filed herewith:
  
  Exhibit No.         Description
  
                      4                                  Securities
                      Purchase and Exchange Agreement dated as of
                      January 31, 1996 between the Registrant and
                      Wand/Nestor Investments L.P., Wand/Nestor
                      Investments II L.P. and Wand/Nestor
                      Investments III L.P.
  
                      10                                 Non-
                      Exclusive License Agreement dated as of
                      January 30, 1996 between Nestor, Inc. and
                      International Business Machines Corporation.
                                  
                             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:  February 1, 1996           NESTOR, INC.
  
                                     (Registrant)
  
                                     By:
                                        /S/ Herbert S. Meeker
                                        Secretary