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
  
  
                                   May 27, 2005
  --------------------------------------------------------------------------------
                   Dateof 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.
  
         LEASE AGREEMENT
  
         On May 27, 2005,  Nestor Traffic Systems,  Inc.  ("NTS"),  a wholly owned
  subsidiary  of  Nestor,  Inc.  entered  into  a  Lease  Agreement  with  Admiral
  Associates.  The leased  premise is  approximately  12,700 square feet of office
  space and 11,000 square feet of warehouse  space.  The initial term of the lease
  commences  on the  completion  of build  out of the  office  space and is for 60
  months.  The Lease Agreement may be renewed for two one-year terms at the option
  of NTS.  Upon the earlier of provision of sufficient  additional  parking or the
  second  anniversary of the commencement of the term,  Admiral Associates has the
  right, subject to NTS's right of first refusal, to rent the warehouse space to a
  third party willing to convert the warehouse space to office space.  NTS has the
  right to convert  the  warehouse  space to office  space at any time  during the
  term.
  
         During the initial term,  rent for the office space will be $7,408.33 per
  month. During any renewal terms, rent for the office space will be $7,937.50. If
  any warehouse space is converted to office space at NTS's request,  rent for the
  office space will increase  proportionally to the increase in total office space
  caused by the  conversion.  If NTS  exercises  its right of first  refusal  with
  respect to any converted  warehouse space,  rent for such converted office space
  will be that offered by the third party triggering NTS's right of first refusal.
  During the first year of the  initial  term,  the  warehouse  space will be rent
  free.  Upon the earlier of provision  of  sufficient  additional  parking or the
  second  anniversary  of the  commencement  of the  term,  annual  rent  for  the
  warehouse space will be $4.00 per square foot. During any renewal terms,  annual
  rent  for the  warehouse  space  will be  $4.50  per  square  foot.  NTS will be
  responsible  for 30% of the cost of agreed-upon  build out of the initial office
  space, which NTS portion is expected to be approximately  $180,000,  and for 30%
  of the costs of any agreed-upon conversion of warehouse space at NTS's request.
  
         The forgoing  description  of the Lease  Agreement does not purport to be
  complete  and is  qualified in its entirety by reference to the full text of the
  Lease  Agreement,  which  is filed  with  this  report  as  Exhibit  10.1 and is
  incorporated herein by reference.
  
  ITEM   2.03.   CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
                 UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
  
         The  information  set forth in Item 1.01 above with  respect to the Lease
  Agreement 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
  
  <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/ Harold A. Joannidi
                                            --------------------------------------
                                            Harold A. Joannidi
                                            Treasurer and Chief Financial Officer
  
  
  Dated:     June 2, 2005
  
  
  
  
  <PAGE>
  
                                    EXHIBIT INDEX
                                    -------------
  
  
         Exhibit Number       Description
         --------------       -----------
              10.1            Lease Agreement between Nestor Traffic Systems, Inc.
                              and Admiral Associates dated May 27, 2005
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "form8k.txt", "description": "FORM 8K (BUILDING LEASE)", "secsgml_size_bytes": 6391}]
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": "05874656"}, "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
  
                                   May 27, 2005
  --------------------------------------------------------------------------------
                   Dateof 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.
  
         LEASE AGREEMENT
  
         On May 27, 2005,  Nestor Traffic Systems,  Inc.  ("NTS"),  a wholly owned
  subsidiary  of  Nestor,  Inc.  entered  into  a  Lease  Agreement  with  Admiral
  Associates.  The leased  premise is  approximately  12,700 square feet of office
  space and 11,000 square feet of warehouse  space.  The initial term of the lease
  commences  on the  completion  of build  out of the  office  space and is for 60
  months.  The Lease Agreement may be renewed for two one-year terms at the option
  of NTS.  Upon the earlier of provision of sufficient  additional  parking or the
  second  anniversary of the commencement of the term,  Admiral Associates has the
  right, subject to NTS's right of first refusal, to rent the warehouse space to a
  third party willing to convert the warehouse space to office space.  NTS has the
  right to convert  the  warehouse  space to office  space at any time  during the
  term.
  
         During the initial term,  rent for the office space will be $7,408.33 per
  month. During any renewal terms, rent for the office space will be $7,937.50. If
  any warehouse space is converted to office space at NTS's request,  rent for the
  office space will increase  proportionally to the increase in total office space
  caused by the  conversion.  If NTS  exercises  its right of first  refusal  with
  respect to any converted  warehouse space,  rent for such converted office space
  will be that offered by the third party triggering NTS's right of first refusal.
  During the first year of the  initial  term,  the  warehouse  space will be rent
  free.  Upon the earlier of provision  of  sufficient  additional  parking or the
  second  anniversary  of the  commencement  of the  term,  annual  rent  for  the
  warehouse space will be $4.00 per square foot. During any renewal terms,  annual
  rent  for the  warehouse  space  will be  $4.50  per  square  foot.  NTS will be
  responsible  for 30% of the cost of agreed-upon  build out of the initial office
  space, which NTS portion is expected to be approximately  $180,000,  and for 30%
  of the costs of any agreed-upon conversion of warehouse space at NTS's request.
  
         The forgoing  description  of the Lease  Agreement does not purport to be
  complete  and is  qualified in its entirety by reference to the full text of the
  Lease  Agreement,  which  is filed  with  this  report  as  Exhibit  10.1 and is
  incorporated herein by reference.
  
  ITEM   2.03.   CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
                 UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
  
         The  information  set forth in Item 1.01 above with  respect to the Lease
  Agreement 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:     June 2, 2005
  EXHIBIT INDEX
                                    -------------
  
         Exhibit Number       Description
         --------------       -----------
              10.1            Lease Agreement between Nestor Traffic Systems, Inc.
                              and Admiral Associates dated May 27, 2005