content: 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
  
                                  
  
                           Date of Report
          (Date of earliest event reported) March 28, 1997
                                  
  
                            NESTOR, INC.
  
              (Exact name of registrant as specified in charter)
  
                                  
  
                                  
  
  Delaware                      0-12-965        13-3163744
  (State of other jurisdiction  (Commission     IRS employer
  of incorporation)             file number)    identification no.
  
  
  
  
  One Richmond Square, Providence, Rhode Island  02906
       (Address of principal executive offices)
  
  
  
  
  Registrant's telephone number, including area code: 401-331-9640
  
                                  
  
                                N/A
  
     (Former name or former address, if changed since last report)
  
  
  
  
  
  
  
  Item 5.        Other Events.
  
        1)  The  Corporation  entered into  a  Prism  Non-Exclusive
  License  Agreement  dated  March 28, 1997,  by  and  between  the
  Corporation  and  Total System Services, Inc.  ("TSYS")  allowing
  TSYS  to use the Corporation's PRISM product in its business.   A
  copy of such License Agreement is annexed as an exhibit hereto.
  
  
  
  
  
  
                              EXHIBITS
  
  The following exhibit is filed herewith:
  
  Exhibit No.         Description
     10.32            License Agreement dated as of March 28, 1997
                      between Nestor, Inc. and Total System
                      Services, Inc.
  
  
  
  
  
  
  
                             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 thereunto duly authorized.
  
  Dated:  April 8, 1997              NESTOR, INC.
                                     (Registrant)
  
  
                                     By:/s/ Nigel P. Hebborn
                                       Chief Financial Officer
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text: 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
  
                                  
  
                           Date of Report
          (Date of earliest event reported) March 28, 1997
                                  
  
                            NESTOR, INC.
  
              (Exact name of registrant as specified in charter)
  
                                  
  
                                  
  
  Delaware                      0-12-965        13-3163744
  (State of other jurisdiction  (Commission     IRS employer
  of incorporation)             file number)    identification no.
  
  One Richmond Square, Providence, Rhode Island  02906
       (Address of principal executive offices)
  
  Registrant's telephone number, including area code: 401-331-9640
  
                                  
  
                                N/A
  
     (Former name or former address, if changed since last report)
  
  Item 5.        Other Events.
  
        1)  The  Corporation  entered into  a  Prism  Non-Exclusive
  License  Agreement  dated  March 28, 1997,  by  and  between  the
  Corporation  and  Total System Services, Inc.  ("TSYS")  allowing
  TSYS  to use the Corporation's PRISM product in its business.   A
  copy of such License Agreement is annexed as an exhibit hereto.
  
                              EXHIBITS
  
  The following exhibit is filed herewith:
  
  Exhibit No.         Description
     10.32            License Agreement dated as of March 28, 1997
                      between Nestor, Inc. and Total System
                      Services, Inc.
  
                             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 thereunto duly authorized.
  
  Dated:  April 8, 1997              NESTOR, INC.
                                     (Registrant)
  
                                     By:/s/ Nigel P. Hebborn
                                       Chief Financial Officer