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
  
  
  
                                   October 26, 2005
  --------------------------------------------------------------------------------
                  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   1.01.   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
  
         SECURED PROMISSORY NOTE
  
         On October 26, 2005 we gave a secured  promissory  note to Edward F. Heil
  in the  principal  amount of  $1,250,000.00  with a maturity date of October 25,
  2006. The note bears interest at the rate of one percent (1.00%) per month until
  the Note is paid in full. The due date of the principal and all accrued interest
  can be accelerated if we default on the note. The note can be prepaid in full or
  in part on the last  calendar  day of any month  during  the  term.  The note is
  secured by ten mobile speed  enforcement  vans  including all  associated  speed
  detection systems and all rights to operate said systems. If Mr. Heil forecloses
  on the vans,  we will  provide  citation  processing  services for Mr. Heil with
  respect to  violation  data  generated  by the vans at  commercially  reasonable
  prices and Mr. Heil will have all rights and  licenses  necessary  to so operate
  the vans for their  intended  uses.  If we are unable to provide  Mr.  Heil with
  citation  processing  services,  then Mr. Heil may obtain such services from any
  person or entity,  including our competitors,  and Mr. Heil will have all rights
  and  licenses  necessary  to so operate  the vans for their  intended  uses.  In
  connection with the loan that the secured promissory note evidences,  we paid an
  origination fee of $25,000,  and we agreed to pay Mr. Heil's legal fees, related
  to the loan.
  
  ITEM   2.03.   CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
                 UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
  
         On October 26, 2005, we borrowed  $1,250,000  from Mr. Heil pursuant to a
  secured  promissory note. The information set forth in ITEM 1.01. - ENTRY INTO A
  MATERIAL  DEFINITIVE  AGREEMENT - SECURED PROMISSORY NOTE is incorporated herein
  in its entirety.
  
  ITEM   9.01    FINANCIAL STATEMENTS AND EXHIBITS.
  
                 (c) Exhibits
  
                     See Exhibit Index attached to this Current Report on Form 8-K
  
  
  
                                     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/ Harold A. Joannidi
                                            --------------------------------------
                                            Harold A. Joannidi
                                            Treasurer and Chief Financial Officer
  
  
  Dated:  October 31, 2005
  
  
  
  <PAGE>
  
  
  
                                    EXHIBIT INDEX
                                    -------------
  
  
         Exhibit Number       Description
         --------------       -----------
              10.1            Secured Promissory Note by Nestor, Inc. to
                              Edward F. Heil dated October 26, 2005
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "form8k.txt", "description": "FORM 8K (HEIL PROMISSORY NOTE)", "secsgml_size_bytes": 5519}]
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": "051166777"}, "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
  
                                   October 26, 2005
  --------------------------------------------------------------------------------
                  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   1.01.   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
  
         SECURED PROMISSORY NOTE
  
         On October 26, 2005 we gave a secured  promissory  note to Edward F. Heil
  in the  principal  amount of  $1,250,000.00  with a maturity date of October 25,
  2006. The note bears interest at the rate of one percent (1.00%) per month until
  the Note is paid in full. The due date of the principal and all accrued interest
  can be accelerated if we default on the note. The note can be prepaid in full or
  in part on the last  calendar  day of any month  during  the  term.  The note is
  secured by ten mobile speed  enforcement  vans  including all  associated  speed
  detection systems and all rights to operate said systems. If Mr. Heil forecloses
  on the vans,  we will  provide  citation  processing  services for Mr. Heil with
  respect to  violation  data  generated  by the vans at  commercially  reasonable
  prices and Mr. Heil will have all rights and  licenses  necessary  to so operate
  the vans for their  intended  uses.  If we are unable to provide  Mr.  Heil with
  citation  processing  services,  then Mr. Heil may obtain such services from any
  person or entity,  including our competitors,  and Mr. Heil will have all rights
  and  licenses  necessary  to so operate  the vans for their  intended  uses.  In
  connection with the loan that the secured promissory note evidences,  we paid an
  origination fee of $25,000,  and we agreed to pay Mr. Heil's legal fees, related
  to the loan.
  
  ITEM   2.03.   CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
                 UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
  
         On October 26, 2005, we borrowed  $1,250,000  from Mr. Heil pursuant to a
  secured  promissory note. The information set forth in ITEM 1.01. - ENTRY INTO A
  MATERIAL  DEFINITIVE  AGREEMENT - SECURED PROMISSORY NOTE is incorporated herein
  in its entirety.
  
  ITEM   9.01    FINANCIAL STATEMENTS AND EXHIBITS.
  
                 (c) Exhibits
  
                     See Exhibit Index attached to this Current Report on Form 8-K
  
                                     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/ Harold A. Joannidi
                                            --------------------------------------
                                            Harold A. Joannidi
                                            Treasurer and Chief Financial Officer
  
  Dated:  October 31, 2005
  EXHIBIT INDEX
                                    -------------
  
         Exhibit Number       Description
         --------------       -----------
              10.1            Secured Promissory Note by Nestor, Inc. to
                              Edward F. Heil dated October 26, 2005