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 8, 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)
  
  
  
  
  
  <PAGE>
  
  
  
  
  
  
  
  ITEM 5.   OTHER EVENTS AND REGULATION FD DISCLOSURE.
  
            ANNOUNCEMENT  OF  FIRST  QUARTER  RESULTS,  APPOINTMENT  OF NEW  CHIEF
            FINANCIAL  OFFICER AND CALL-IN  NUMBER TO LISTEN TO ANNUAL  MEETING OF
            SHAREHOLDERS.
            ----------------------------------------------------------------------
  
       On June 8,  2004,  Nestor,  Inc.  (the  "Company")  issued a press  release
  announcing  results for the first quarter of 2004, the  appointment of Claire M.
  Iacobucci  as Chief  Financial  Officer  and that  shareholders  and the general
  public will be able to dial in and listen to the annual meeting of shareholders.
  
       The  Company  will be  holding  its  annual  shareholder's  meeting  at the
  Squantum  Association in East  Providence,  RI on June 24th at 10:00 a.m. At the
  meeting,  CEO William B. Danzell will recap the Company's first quarter results,
  address current Company objectives, and discuss industry trends and expectations
  for the  remainder of fiscal 2004.  Those who are unable to attend in person may
  listen  to  the  meeting,  including  Mr.  Danzell's  presentation,  by  calling
  1-800-510-6979  and using  conference ID # 9838221.  Note that calling in is for
  informational  purposes only and does not constitute  attendance at the meeting.
  The conference call is open to the general  public;  one need not be shareholder
  to listen to the meeting.
  
       A copy of the  press  release  relating  to the  items  described  above is
  attached as Exhibit 99.1 and incorporated herein by reference.
  
  
  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
                --------------                    -----------
  
  
                    99.1                          Press Release dated June 8, 2004
  
  
  
  
  
  
                                     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 8, 2004
  
  
  
  
  
  
  <PAGE>
  
  
  
  
  
  
                                    EXHIBIT INDEX
                                    -------------
  
  
         Exhibit Number                 Description
         --------------                 -----------
  
              99.1                      Press Release dated June 8, 2004.
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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": "04853068"}, "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 8, 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)
  ITEM 5.   OTHER EVENTS AND REGULATION FD DISCLOSURE.
  
            ANNOUNCEMENT  OF  FIRST  QUARTER  RESULTS,  APPOINTMENT  OF NEW  CHIEF
            FINANCIAL  OFFICER AND CALL-IN  NUMBER TO LISTEN TO ANNUAL  MEETING OF
            SHAREHOLDERS.
            ----------------------------------------------------------------------
  
       On June 8,  2004,  Nestor,  Inc.  (the  "Company")  issued a press  release
  announcing  results for the first quarter of 2004, the  appointment of Claire M.
  Iacobucci  as Chief  Financial  Officer  and that  shareholders  and the general
  public will be able to dial in and listen to the annual meeting of shareholders.
  
       The  Company  will be  holding  its  annual  shareholder's  meeting  at the
  Squantum  Association in East  Providence,  RI on June 24th at 10:00 a.m. At the
  meeting,  CEO William B. Danzell will recap the Company's first quarter results,
  address current Company objectives, and discuss industry trends and expectations
  for the  remainder of fiscal 2004.  Those who are unable to attend in person may
  listen  to  the  meeting,  including  Mr.  Danzell's  presentation,  by  calling
  1-800-510-6979  and using  conference ID # 9838221.  Note that calling in is for
  informational  purposes only and does not constitute  attendance at the meeting.
  The conference call is open to the general  public;  one need not be shareholder
  to listen to the meeting.
  
       A copy of the  press  release  relating  to the  items  described  above is
  attached as Exhibit 99.1 and incorporated herein by reference.
  
  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
                --------------                    -----------
  
                    99.1                          Press Release dated June 8, 2004
  
                                     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 8, 2004
  EXHIBIT INDEX
                                    -------------
  
         Exhibit Number                 Description
         --------------                 -----------
  
              99.1                      Press Release dated June 8, 2004.