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
  
                                   January 5, 2006
  --------------------------------------------------------------------------------
                  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)
  
                           42 ORIENTAL STREET; THIRD FLOOR
                           PROVIDENCE, RHODE ISLAND 02908
  --------------------------------------------------------------------------------
                      (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 (see General Instruction A.2. below):
  
      [ ]   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 5.02.  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
              APPOINTMENT OF PRINCIPAL OFFICERS.
  
  (b) On January 5, 2006, Harold A. Joannidi, the Registrant's principal financial
  officer and principal accounting officer, was terminated.
  
  (c) On  January 5, 2006,  Nigel P.  Hebborn,  Executive  Vice  President  of the
  Registrant  ("Nestor"),  was appointed principal financial officer and principal
  accounting  officer of Nestor.  Mr.  Hebborn has been  employed by Nestor  since
  1996. From 1996 until March 2003, Mr. Hebborn served as Chief Financial  Officer
  of the Registrant, from March 2003 until March 2004 he served as Chief Operating
  Officer  of Nestor  and since  March  2004,  he has  served  as  Executive  Vice
  President of the  Registrant.  Mr.  Hebborn,  47, now serves as  Executive  Vice
  President,  Treasurer  and Chief  Financial  Officer  of the  Registrant  and as
  President,  Treasurer and Chief  Financial  Officer of the  Registrant's  wholly
  owned subsidiary, Nestor Traffic Systems, Inc. ("NTS").
  
  The material terms of the employment agreement between Nestor and Mr. Hebborn
  are disclosed in Nestor's Current Report on Form 8-K filed on October 18, 2004,
  which is incorporated by reference herein.
  
  
  <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/ Nigel P. Hebborn
                                           ---------------------------------------
                                           Nigel P. Hebborn
                                           Executive Vice President, Treasurer and
                                           Chief Financial Officer
  
  Dated:     January 10, 2006
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "form8kcfo.txt", "description": "CFO ANNOUNCEMENT", "secsgml_size_bytes": 4467}]
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": "06523066"}, "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
  
                                   January 5, 2006
  --------------------------------------------------------------------------------
                  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)
  
                           42 ORIENTAL STREET; THIRD FLOOR
                           PROVIDENCE, RHODE ISLAND 02908
  --------------------------------------------------------------------------------
                      (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 (see General Instruction A.2. below):
  
      [ ]   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 5.02.  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
              APPOINTMENT OF PRINCIPAL OFFICERS.
  
  (b) On January 5, 2006, Harold A. Joannidi, the Registrant's principal financial
  officer and principal accounting officer, was terminated.
  
  (c) On  January 5, 2006,  Nigel P.  Hebborn,  Executive  Vice  President  of the
  Registrant  ("Nestor"),  was appointed principal financial officer and principal
  accounting  officer of Nestor.  Mr.  Hebborn has been  employed by Nestor  since
  1996. From 1996 until March 2003, Mr. Hebborn served as Chief Financial  Officer
  of the Registrant, from March 2003 until March 2004 he served as Chief Operating
  Officer  of Nestor  and since  March  2004,  he has  served  as  Executive  Vice
  President of the  Registrant.  Mr.  Hebborn,  47, now serves as  Executive  Vice
  President,  Treasurer  and Chief  Financial  Officer  of the  Registrant  and as
  President,  Treasurer and Chief  Financial  Officer of the  Registrant's  wholly
  owned subsidiary, Nestor Traffic Systems, Inc. ("NTS").
  
  The material terms of the employment agreement between Nestor and Mr. Hebborn
  are disclosed in Nestor's Current Report on Form 8-K filed on October 18, 2004,
  which is incorporated by reference herein.
  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/ Nigel P. Hebborn
                                           ---------------------------------------
                                           Nigel P. Hebborn
                                           Executive Vice President, Treasurer and
                                           Chief Financial Officer
  
  Dated:     January 10, 2006