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)  June 11, 1996
                                  
                            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 2.   Acquisition or Disposition of Assets.
  
     On June 11, 1996 the Registrant sold to National Computer
  Systems, Inc. ("NCS") certain assets relating to its character
  recognition business.  The disposition and consideration received
  and to be received is described in the exhibits annexed as part
  of Item 7.  The Asset Purchase Agreement and License Agreement
  provide NCS with the exclusive use of the Registrant's character
  recognition products and technology in the document management
  field and use of the Registrant's neural network technology in
  data analysis, non-character based document processing and voice
  recognition applications.
  
  Item 7.   Exhibits.
  
                              EXHIBITS
  
  
  The following exhibits are filed herewith:
  
  Exhibit No.         Description
  
                      10                                 Asset
                      Purchase Agreement dated
                                                         June 11,
                      1996 between the Registrant
                                                         and NCS
  
                      10                                 License
                      Agreement dated June 11, 1996
                                                         between
                      the Registrant and NCS
  
  
                                  
                             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:  June 10, 1996              NESTOR, INC.
  
                                     (Registrant)
  
  
                                     By:
                                        /s/ Herbert S. Meeker
                                        Secretary
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3000}]
metadata_filer: {"company-data": {"conformed-name": "NESTOR INC", "cik": "0000720851", "assigned-sic": "7372", "irs-number": "133163744", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12965", "film-number": "96582565"}, "business-address": {"street1": "ONE RICHMOND SQ", "city": "PROVIDENCE", "state": "RI", "zip": "02906", "phone": "4013319640"}, "mail-address": {"street1": "1 RICHMOND SQUARE", "city": "PROVIDENCE", "state": "RI", "zip": "02906"}}
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)  June 11, 1996
                                  
                            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 2.   Acquisition or Disposition of Assets.
  
     On June 11, 1996 the Registrant sold to National Computer
  Systems, Inc. ("NCS") certain assets relating to its character
  recognition business.  The disposition and consideration received
  and to be received is described in the exhibits annexed as part
  of Item 7.  The Asset Purchase Agreement and License Agreement
  provide NCS with the exclusive use of the Registrant's character
  recognition products and technology in the document management
  field and use of the Registrant's neural network technology in
  data analysis, non-character based document processing and voice
  recognition applications.
  
  Item 7.   Exhibits.
  
                              EXHIBITS
  
  The following exhibits are filed herewith:
  
  Exhibit No.         Description
  
                      10                                 Asset
                      Purchase Agreement dated
                                                         June 11,
                      1996 between the Registrant
                                                         and NCS
  
                      10                                 License
                      Agreement dated June 11, 1996
                                                         between
                      the Registrant and NCS
  
                                  
                             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:  June 10, 1996              NESTOR, INC.
  
                                     (Registrant)
  
                                     By:
                                        /s/ Herbert S. Meeker
                                        Secretary