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) May 18, 2001
  
                                    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)       (I.R.S. Employer Identification No.)
  
  
  
                 One Richmond Square, Providence, Rhode Island 02906
      ------------------------------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
          Registrant's telephone number, including area code (401) 331-9640
  
  
                                         N/A
           --------------------------------------------------------------
           (Former name or former address, if changed since last report.)
  
  
  
  
  <PAGE>
  
  
  Item 5.   Other Events.
  
            Nestor,  Inc., a Delaware corporation (the "Company") has entered into
  a license agreement ("License Agreement"),  dated as of May 18, 2001 with Retail
  Decisions,  Inc.  ("ReD") in which the Company  granted to ReD: (i) an exclusive
  (other than ACI Workdwide, Inc.), perpetual,  fully-paid,  world-wide license to
  exploit the current versions and any improvements and modifications (existing on
  May 18,  2001) of those  products  marketed by the Company  know as eCLIPSE CRM,
  PRISM, PRISM Credit, PRISM Debit, PRISM Merchant, PRISM Money Laundering,  PRISM
  Analysis  Review  Systems,  PRISM  Modelers  Workbench,  and PRISM Private Label
  (collectively,  the "Nestor  Technology") solely for use in the "exclusive field
  of use," as defined herein;  and (ii) a  non-exclusive,  perpetual,  fully-paid,
  world-wide  license  to  exploit  the  Nestor  Technology  solely for use in the
  "non-exclusive  field of use," as defined  herein.  The  exclusive  field of use
  means a use in connection with fraud detection or risk  management,  but in each
  case only in connection with electronic payments, financial transaction systems,
  card systems, retail, banking, financial services, telecommunications,  wireless
  communications,  insurance, e-commerce, mobile commerce, television commerce and
  the card-not-present applications or businesses, and any successor to any of the
  foregoing.  The  non-exclusive  field  of use  means  a use in  connection  with
  customer  relationship  management,  but  only  in  connection  with  electronic
  payments,   financial  transaction  systems,  card  systems,   retail,  banking,
  financial  services,  telecommunications,  wireless  communications,  insurance,
  e-commerce,  mobile  commerce,  television  commerce  and  the  card-not-present
  applications or businesses, and any successor to any of the foregoing.
  
            Additionally,  the Company transferred to ReD certain assets that were
  supportive of the technology licensed thereunder.  The assets transferred to ReD
  by the Company  include all of the right,  title and  interest of the Company in
  certain equipment,  license agreements and trademark rights,  including "PRISM."
  To  support  its  newly  acquired  license,  ReD has  hired 13 of the  Company's
  employees,  including  Sushmito  Ghosh,  formerly  the  President  of the Nestor
  Commerce Division.
  
            ReD has paid  $1,800,000 to the Company  under the License  Agreement,
  but the Company has agreed, for certain services, to pay to ReD: (i) $500,000 on
  or before June 30, 2001;  (ii)  $250,000 on or before  September  30, 2001;  and
  (iii)  $218,000 on or before  December 31,  2001.The  License  Agreement and the
  Company's  press release  issued to announce the License  Agreement are filed as
  exhibits to this  Current  Report on Form 8-K.  The  description  of the License
  Agreement herein is not intended to be complete and is qualified in its entirety
  by the complete text of the License Agreement.
  
  Item 7.   Exhibits.
  
            10.39     License  Agreement  dated as of May 18, 2001 between  Retail
                      Decisions, Inc. as Licensee and Nestor, Inc. as Licensor.
  
            99.1      Press release of the Company dated May 18, 2001.
  
  
  
  <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.
  
  
  
  Date:    May 31, 2001                     NESTOR, INC.
  
  
  
                                            By: /s/ David Fox
                                                President and
                                                Chief Executive Officer
  
  
  <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": "1652472"}, "business-address": {"street1": "ONE RICHMOND SQ", "city": "PROVIDENCE", "state": "RI", "zip": "02906", "phone": "4013319640"}, "mail-address": {"street1": "1 RICHMOND SQUARE", "city": "PROVIDENCE", "state": "RI", "zip": "02906"}}
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) May 18, 2001
  
                                    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)       (I.R.S. Employer Identification No.)
  
                 One Richmond Square, Providence, Rhode Island 02906
      ------------------------------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
          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.
  
            Nestor,  Inc., a Delaware corporation (the "Company") has entered into
  a license agreement ("License Agreement"),  dated as of May 18, 2001 with Retail
  Decisions,  Inc.  ("ReD") in which the Company  granted to ReD: (i) an exclusive
  (other than ACI Workdwide, Inc.), perpetual,  fully-paid,  world-wide license to
  exploit the current versions and any improvements and modifications (existing on
  May 18,  2001) of those  products  marketed by the Company  know as eCLIPSE CRM,
  PRISM, PRISM Credit, PRISM Debit, PRISM Merchant, PRISM Money Laundering,  PRISM
  Analysis  Review  Systems,  PRISM  Modelers  Workbench,  and PRISM Private Label
  (collectively,  the "Nestor  Technology") solely for use in the "exclusive field
  of use," as defined herein;  and (ii) a  non-exclusive,  perpetual,  fully-paid,
  world-wide  license  to  exploit  the  Nestor  Technology  solely for use in the
  "non-exclusive  field of use," as defined  herein.  The  exclusive  field of use
  means a use in connection with fraud detection or risk  management,  but in each
  case only in connection with electronic payments, financial transaction systems,
  card systems, retail, banking, financial services, telecommunications,  wireless
  communications,  insurance, e-commerce, mobile commerce, television commerce and
  the card-not-present applications or businesses, and any successor to any of the
  foregoing.  The  non-exclusive  field  of use  means  a use in  connection  with
  customer  relationship  management,  but  only  in  connection  with  electronic
  payments,   financial  transaction  systems,  card  systems,   retail,  banking,
  financial  services,  telecommunications,  wireless  communications,  insurance,
  e-commerce,  mobile  commerce,  television  commerce  and  the  card-not-present
  applications or businesses, and any successor to any of the foregoing.
  
            Additionally,  the Company transferred to ReD certain assets that were
  supportive of the technology licensed thereunder.  The assets transferred to ReD
  by the Company  include all of the right,  title and  interest of the Company in
  certain equipment,  license agreements and trademark rights,  including "PRISM."
  To  support  its  newly  acquired  license,  ReD has  hired 13 of the  Company's
  employees,  including  Sushmito  Ghosh,  formerly  the  President  of the Nestor
  Commerce Division.
  
            ReD has paid  $1,800,000 to the Company  under the License  Agreement,
  but the Company has agreed, for certain services, to pay to ReD: (i) $500,000 on
  or before June 30, 2001;  (ii)  $250,000 on or before  September  30, 2001;  and
  (iii)  $218,000 on or before  December 31,  2001.The  License  Agreement and the
  Company's  press release  issued to announce the License  Agreement are filed as
  exhibits to this  Current  Report on Form 8-K.  The  description  of the License
  Agreement herein is not intended to be complete and is qualified in its entirety
  by the complete text of the License Agreement.
  
  Item 7.   Exhibits.
  
            10.39     License  Agreement  dated as of May 18, 2001 between  Retail
                      Decisions, Inc. as Licensee and Nestor, Inc. as Licensor.
  
            99.1      Press release of the Company dated May 18, 2001.
  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.
  
  Date:    May 31, 2001                     NESTOR, INC.
  
                                            By: /s/ David Fox
                                                President and
                                                Chief Executive Officer