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
  
  
  
                                   June 28, 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)
  
                          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)
  
                                       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.
  
         SETTLEMENT AGREEMENT AND MUTUAL RELEASE
  
         On June 28, 2005, Nestor,  Inc. (the "Company") entered into a Settlement
  Agreement and Mutual Release (the "Settlement Agreement") with Transol USA, Inc.
  and Transol  Corporation  Ltd.  (collectively,  "Transol"),  settling the patent
  infringement  litigation  between  them that was  pending in the  United  States
  District  Court for the Central  District  of  California  at Los  Angeles  (the
  "Litigation").
  
         Pursuant to the Settlement  Agreement,  the Company has agreed not to sue
  Transol or its  subsidiaries,  customers and vendors for  infringement of either
  the Company's U.S. Patents No.  6,188,329,  "Integrated  traffic light violation
  citation generation and court date scheduling system" (the "'329 Patent") or No.
  6,754,663  "Video-file  based  citation  generation  system  for  traffic  light
  violations"  (the "'993  Patent")or  related claims (together with the claims of
  the `329 Patent and the `663 Patent,  the "Subject  Claims")  unless the Subject
  Claims are infringed by a system that displays  video  including  multiple image
  sequences  synchronized to provide  simultaneous  independent  views of the same
  traffic  violation.  Transol may not assign its right to not be sued except that
  if Transol is acquired or substantially all of Transol's asset or assets related
  to the business of automated  traffic  enforcement  are  acquired,  the acquirer
  succeeds  to  those  rights  with  respect  to  Transol's  products  as  of  the
  acquisition or substantially similar products.
  
         Further,  Transol has agreed not to initiate any  challenge to any patent
  containing a Subject Claim or  voluntarily  cooperate with any such challenge so
  long as it does not have a  reasonable  apprehension  of a law suit based on the
  Subject Claims.
  
         Pursuant to the  Settlement  Agreement,  the Company and Transol  filed a
  stipulation of dismissal of the Litigation  that provided for the withdrawal and
  vacater of the  court's  April 26,  2005  Order  granting  Transol's  motion for
  summary judgment, which Order was withdrawn and vacated by the court.
  
         In addition, the Company and Transol agreed to release all claims against
  one another  arising on or before June 28,  2005,  except that each  retains the
  right to raise claims of invalidity and  unenforceability of the other's patents
  in any action brought by the other.
  
  
  
                                     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:     July 5, 2005
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "f8k_transol.txt", "description": "TRANSOL SETTLEMENT", "secsgml_size_bytes": 5596}]
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": "05936560"}, "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: 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
  
                                   June 28, 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)
  
                          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)
  
                                       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.
  
         SETTLEMENT AGREEMENT AND MUTUAL RELEASE
  
         On June 28, 2005, Nestor,  Inc. (the "Company") entered into a Settlement
  Agreement and Mutual Release (the "Settlement Agreement") with Transol USA, Inc.
  and Transol  Corporation  Ltd.  (collectively,  "Transol"),  settling the patent
  infringement  litigation  between  them that was  pending in the  United  States
  District  Court for the Central  District  of  California  at Los  Angeles  (the
  "Litigation").
  
         Pursuant to the Settlement  Agreement,  the Company has agreed not to sue
  Transol or its  subsidiaries,  customers and vendors for  infringement of either
  the Company's U.S. Patents No.  6,188,329,  "Integrated  traffic light violation
  citation generation and court date scheduling system" (the "'329 Patent") or No.
  6,754,663  "Video-file  based  citation  generation  system  for  traffic  light
  violations"  (the "'993  Patent")or  related claims (together with the claims of
  the `329 Patent and the `663 Patent,  the "Subject  Claims")  unless the Subject
  Claims are infringed by a system that displays  video  including  multiple image
  sequences  synchronized to provide  simultaneous  independent  views of the same
  traffic  violation.  Transol may not assign its right to not be sued except that
  if Transol is acquired or substantially all of Transol's asset or assets related
  to the business of automated  traffic  enforcement  are  acquired,  the acquirer
  succeeds  to  those  rights  with  respect  to  Transol's  products  as  of  the
  acquisition or substantially similar products.
  
         Further,  Transol has agreed not to initiate any  challenge to any patent
  containing a Subject Claim or  voluntarily  cooperate with any such challenge so
  long as it does not have a  reasonable  apprehension  of a law suit based on the
  Subject Claims.
  
         Pursuant to the  Settlement  Agreement,  the Company and Transol  filed a
  stipulation of dismissal of the Litigation  that provided for the withdrawal and
  vacater of the  court's  April 26,  2005  Order  granting  Transol's  motion for
  summary judgment, which Order was withdrawn and vacated by the court.
  
         In addition, the Company and Transol agreed to release all claims against
  one another  arising on or before June 28,  2005,  except that each  retains the
  right to raise claims of invalidity and  unenforceability of the other's patents
  in any action brought by the other.
  
                                     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:     July 5, 2005