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 7, 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 5.   Other Events.
  
     Reference is made to a current report on Form 8-K dated
  January 30, 1996 filed with the Commission on February 5, 1996
  relating to an investment by Wand/Nestor Investments L.P. in the
  Registrant.  An additional investment in the amount of $777,000
  was made on substantially the same terms and conditions as the
  investment reported on January 30, 1996 by Wand/Nestor
  Investments L. P. pursuant to a Securities Purchase Agreement
  dated March 7, 1996, a copy of which is annexed as an exhibit
  hereto.
  
                              EXHIBITS
  
  
  The Following exhibit is filed herewith:
  
  Exhibit No.         Description
  
                      10                                 Securities
                      Purchase Agreement
                                                         dated as
                      of March 7, 1996 between the Registrant and
                      Wand/Nestor Investments L.P.
  
                      4                                  Amended
                      Certificate of Powers, Designations,
                      Preferences and Special Rights of Series G
                      Convertible Preferred Stock
  
                      10                                 Stock
                      Purchase Warrant dated as of March 7, 1996
                      between the Registrant and Wand/Nestor
                      Investments, L.P.
  
  
                                  
                             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:  March 21, 1996             NESTOR, INC.
  
                                     (Registrant)
  
  
                                     By:
                                        /S/ Herbert S. Meeker
                                        Secretary
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3090}]
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": "96536942"}, "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)  March 7, 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 5.   Other Events.
  
     Reference is made to a current report on Form 8-K dated
  January 30, 1996 filed with the Commission on February 5, 1996
  relating to an investment by Wand/Nestor Investments L.P. in the
  Registrant.  An additional investment in the amount of $777,000
  was made on substantially the same terms and conditions as the
  investment reported on January 30, 1996 by Wand/Nestor
  Investments L. P. pursuant to a Securities Purchase Agreement
  dated March 7, 1996, a copy of which is annexed as an exhibit
  hereto.
  
                              EXHIBITS
  
  The Following exhibit is filed herewith:
  
  Exhibit No.         Description
  
                      10                                 Securities
                      Purchase Agreement
                                                         dated as
                      of March 7, 1996 between the Registrant and
                      Wand/Nestor Investments L.P.
  
                      4                                  Amended
                      Certificate of Powers, Designations,
                      Preferences and Special Rights of Series G
                      Convertible Preferred Stock
  
                      10                                 Stock
                      Purchase Warrant dated as of March 7, 1996
                      between the Registrant and Wand/Nestor
                      Investments, L.P.
  
                                  
                             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:  March 21, 1996             NESTOR, INC.
  
                                     (Registrant)
  
                                     By:
                                        /S/ Herbert S. Meeker
                                        Secretary