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
  
  
  
                                  January 26, 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.
  
           EARLY EXTINGUISHMENT OF DEBT.
           -------------------------------
  
           On  January  26,  2004,  the  Company  satisfied  all of its  remaining
  obligations under a Master Lease Purchase Agreement with Electronic Data Systems
  Corporation early by making a payment of $2,178,764. The lease financing carried
  interest at a 12% annual rate, and had a remaining term of over four years.  The
  transaction   will  result  in  the  Company   recording  of  a  gain  on  early
  extinguishment of debt of $680,737 in the first quarter of 2004.
  
           PRIVATE PLACEMENT.
           ------------------
  
           The  Company  sold  605,000  shares of its Common  Stock to  accredited
  investors in a private placement conducted during the week January 26, 2004. The
  shares were sold at $3.00 per share, with net proceeds to the Company, excluding
  expenses of the offering, of $2.76 per share. The Company is obligated, pursuant
  to a registration  rights  agreement,  to register the resale of those shares by
  their  holders.  The  Company  has other  obligations  in  connection  with that
  registration,  including  causing  the  registration  statement  filed to remain
  continuously  effective for two years or, if earlier,  until the distribution of
  shares covered by the  registration  statement is complete and  indemnifying the
  holders from  liabilities it may incur  resulting  from any untrue  statement or
  omission of a material fact in the registration  statement and related documents
  and from other liabilities related to the registration.
  
  
           A copy of the press release  relating to the events  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 January 28, 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/ Nigel P. Hebborn
                                            --------------------------------------
                                            Nigel P. Hebborn
                                            Treasurer and Chief Financial Officer
  
  
  Dated:     January 28, 2004
  
  
  
  
  
  
  
  
                                    EXHIBIT INDEX
                                    -------------
  
  
         Exhibit Number                Description
         --------------                -----------
             99.1                      Press Release dated January 28, 2004.
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "form8k.txt", "description": "FORM 8K EDS AND PRIVATE PLACEMENT", "secsgml_size_bytes": 4609}]
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": "04549615"}, "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
  
                                  January 26, 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.
  
           EARLY EXTINGUISHMENT OF DEBT.
           -------------------------------
  
           On  January  26,  2004,  the  Company  satisfied  all of its  remaining
  obligations under a Master Lease Purchase Agreement with Electronic Data Systems
  Corporation early by making a payment of $2,178,764. The lease financing carried
  interest at a 12% annual rate, and had a remaining term of over four years.  The
  transaction   will  result  in  the  Company   recording  of  a  gain  on  early
  extinguishment of debt of $680,737 in the first quarter of 2004.
  
           PRIVATE PLACEMENT.
           ------------------
  
           The  Company  sold  605,000  shares of its Common  Stock to  accredited
  investors in a private placement conducted during the week January 26, 2004. The
  shares were sold at $3.00 per share, with net proceeds to the Company, excluding
  expenses of the offering, of $2.76 per share. The Company is obligated, pursuant
  to a registration  rights  agreement,  to register the resale of those shares by
  their  holders.  The  Company  has other  obligations  in  connection  with that
  registration,  including  causing  the  registration  statement  filed to remain
  continuously  effective for two years or, if earlier,  until the distribution of
  shares covered by the  registration  statement is complete and  indemnifying the
  holders from  liabilities it may incur  resulting  from any untrue  statement or
  omission of a material fact in the registration  statement and related documents
  and from other liabilities related to the registration.
  
           A copy of the press release  relating to the events  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 January 28, 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/ Nigel P. Hebborn
                                            --------------------------------------
                                            Nigel P. Hebborn
                                            Treasurer and Chief Financial Officer
  
  Dated:     January 28, 2004
  
                                    EXHIBIT INDEX
                                    -------------
  
         Exhibit Number                Description
         --------------                -----------
             99.1                      Press Release dated January 28, 2004.