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 15, 2003
  --------------------------------------------------------------------------------
                  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
                           PROVIDENCE, RHODE ISLAND 02194
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
  
  
                                   (401) 434-5522
  --------------------------------------------------------------------------------
                (Registrant's telephone number, including area code)
  
  
  
  
  
  
                                         1
  <PAGE>
  
  
  
  Item 5.  OTHER MATTERS.
  
       Nestor,  Inc.  announced  that it has entered into an agreement with Silver
  Star Partners I, LLC whereby Silver Star will initially invest Two Million Three
  Hundred Seventy-Six Thousand Five Hundred Dollars ($2,376,500) in Nestor for the
  purchase of  49,000,000  shares of Nestor  common stock  ($.0485 per  share)(the
  "Initial Investment"). Within three (3) business days of the date of filing of a
  Certificate   of  Amendment  to  the  Amended  and   Restated   Certificate   of
  Incorporation of Nestor  providing for a one-for-ten  reverse stock split of the
  common stock and an authorized  common stock of 20,000,000  shares,  Silver Star
  will  invest  (i)  Six  Hundred  Twenty-Three   Thousand  Five  Hundred  Dollars
  ($623,500) in Nestor for the purchase of 1,285,567 shares (post-split) of Nestor
  common stock  ($.485 per share) and (ii) at the option of Silver Star,  up to an
  additional  Three Million Dollars  ($3,000,000) in Nestor for the purchase of up
  to an additional 6,185,567 shares (post-split) of Nestor common stock ($.485 per
  share)(the  "Subsequent  Investment").  Nestor has granted  Silver Star  certain
  registration  rights in connection with the common stock.  Nestor intends to use
  the proceeds for working capital.
  
       As a result  of the  Initial  Investment,  Silver  Star  has  been  granted
  representation  on  the  Company's  board  of  directors  until  the  Subsequent
  Investment is made by Silver Star,  and the Company has agreed to (i) accept the
  resignations of Robert Carroll, Leon Cooper, and Alvin Siteman from the board of
  directors and (ii) elect William B. Danzell,  Stephen Marbut,  and Robert Krasne
  to the board of directors as Silver  Star's  representatives.  At the closing of
  the  Subsequent  Investment,  the board of directors of Nestor will consist of a
  maximum of nine (9) members,  or such other odd number of members as Silver Star
  shall  determine,  of which  Silver Star will elect a majority.  Nestor has also
  agreed to appoint William B. Danzell as interim Chief Executive Officer to serve
  in such capacity, without compensation,  until the Subsequent Investment is made
  by Silver Star.
  
       A copy of the stock  purchase  agreement and the press release with respect
  to the transaction are attached as exhibits to this report.
  
  
  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
               --------------           -----------
                    10.41               Stock Purchase Agreement, dated as of
                                        January 15, 2003, by and between Nestor,
                                        Inc. and Silver Star Partners I, LLC.
  
                    99.1                Press Release dated January 16, 2003.
  
  
  
  
                                         2
  <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
                                             President and Chief Executive Officer
  
  
  
  Dated:     January 17 2003
  
  
  
  
                                         3
  <PAGE>
  
  
  
                                    EXHIBIT INDEX
                                    -------------
  
  
  Exhibit No.       Document
  -----------       --------
  
     10.41          Stock Purchase Agreement, dated as of January 15, 2003, by and
                    between Nestor, Inc. and Silver Star Partners I, LLC.
  
     99.1           Press Release dated January 15, 2003.
  
  
  
  
                                         4
  <PAGE>
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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": "03518023"}, "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 15, 2003
  --------------------------------------------------------------------------------
                  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
                           PROVIDENCE, RHODE ISLAND 02194
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
  
                                   (401) 434-5522
  --------------------------------------------------------------------------------
                (Registrant's telephone number, including area code)
  
                                         1
  Item 5.  OTHER MATTERS.
  
       Nestor,  Inc.  announced  that it has entered into an agreement with Silver
  Star Partners I, LLC whereby Silver Star will initially invest Two Million Three
  Hundred Seventy-Six Thousand Five Hundred Dollars ($2,376,500) in Nestor for the
  purchase of  49,000,000  shares of Nestor  common stock  ($.0485 per  share)(the
  "Initial Investment"). Within three (3) business days of the date of filing of a
  Certificate   of  Amendment  to  the  Amended  and   Restated   Certificate   of
  Incorporation of Nestor  providing for a one-for-ten  reverse stock split of the
  common stock and an authorized  common stock of 20,000,000  shares,  Silver Star
  will  invest  (i)  Six  Hundred  Twenty-Three   Thousand  Five  Hundred  Dollars
  ($623,500) in Nestor for the purchase of 1,285,567 shares (post-split) of Nestor
  common stock  ($.485 per share) and (ii) at the option of Silver Star,  up to an
  additional  Three Million Dollars  ($3,000,000) in Nestor for the purchase of up
  to an additional 6,185,567 shares (post-split) of Nestor common stock ($.485 per
  share)(the  "Subsequent  Investment").  Nestor has granted  Silver Star  certain
  registration  rights in connection with the common stock.  Nestor intends to use
  the proceeds for working capital.
  
       As a result  of the  Initial  Investment,  Silver  Star  has  been  granted
  representation  on  the  Company's  board  of  directors  until  the  Subsequent
  Investment is made by Silver Star,  and the Company has agreed to (i) accept the
  resignations of Robert Carroll, Leon Cooper, and Alvin Siteman from the board of
  directors and (ii) elect William B. Danzell,  Stephen Marbut,  and Robert Krasne
  to the board of directors as Silver  Star's  representatives.  At the closing of
  the  Subsequent  Investment,  the board of directors of Nestor will consist of a
  maximum of nine (9) members,  or such other odd number of members as Silver Star
  shall  determine,  of which  Silver Star will elect a majority.  Nestor has also
  agreed to appoint William B. Danzell as interim Chief Executive Officer to serve
  in such capacity, without compensation,  until the Subsequent Investment is made
  by Silver Star.
  
       A copy of the stock  purchase  agreement and the press release with respect
  to the transaction are attached as exhibits to this report.
  
  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
               --------------           -----------
                    10.41               Stock Purchase Agreement, dated as of
                                        January 15, 2003, by and between Nestor,
                                        Inc. and Silver Star Partners I, LLC.
  
                    99.1                Press Release dated January 16, 2003.
  
                                         2
  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
                                             President and Chief Executive Officer
  
  Dated:     January 17 2003
  
                                         3
  EXHIBIT INDEX
                                    -------------
  
  Exhibit No.       Document
  -----------       --------
  
     10.41          Stock Purchase Agreement, dated as of January 15, 2003, by and
                    between Nestor, Inc. and Silver Star Partners I, LLC.
  
     99.1           Press Release dated January 15, 2003.
  
                                         4