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
  
  
  
                                   August 30, 2005
  --------------------------------------------------------------------------------
                  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
                        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.
  
         SECURED PROMISSORY NOTE
  
         On  August  30,  2005 we gave a  secured  promissory  note to  Foundation
  Partners I, LLC in the principal amount of $1,250,000.00 with a maturity date of
  August 29, 2005. The note bears  interest at the rate of 10% per year.  Interest
  is payable  monthly and the  principal is payable in full on the maturity  date.
  The due date of the principal and all accrued  interest can be accelerated if we
  default  on the  note.  The note can be  prepaid  in full or in part on the last
  calendar  day of any month  during  the term.  The note is secured by ten mobile
  speed  enforcement vans including all associated speed detection systems and all
  rights to operate said systems.  If Foundation  Partners forecloses on the vans,
  we will provide  citation  processing  services  for  Foundation  Partners  with
  respect to  violation  data  generated  by the vans at  commercially  reasonable
  prices and Foundation Partners will have all rights and licenses necessary to so
  operate the vans for their intended uses. If we are unable to provide Foundation
  Partners with citation processing services,  then Foundation Partners may obtain
  such  services  from any  person  or  entity,  including  our  competitors,  and
  Foundation  Partners  will have all rights and licenses  necessary to so operate
  the vans for their intended uses. The managing member of Foundation  Partners is
  Danzell Investment Management, Ltd. William B. Danzell is the President and sole
  stockholder  of Danzell  Investment  Management,  Ltd.  and the Chief  Executive
  Officer and  President,  and a director of Nestor.  In connection  with the loan
  that the  secured  promissory  note  evidences,  we paid an  origination  fee of
  $25,000,  of which $12,500 was paid to Foundation  Partners and $12,500 was paid
  to Danzell Investment Management, Ltd.
  
  ITEM   2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
               OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
  
         On August 30, 2005, we borrowed  $1,250,000 from  Foundation  Partners I,
  LLC pursuant to a secured  promissory  note. The  information  set forth in ITEM
  1.01. - ENTRY INTO A MATERIAL DEFINITIVE  AGREEMENT - SECURED PROMISSORY NOTE 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:     September 6, 2005
  
  
  
  <PAGE>
  
  
  
                                    EXHIBIT INDEX
                                    -------------
  
  
         Exhibit Number       Description
         --------------       -----------
              10.1            Secured Promissory Note by Nestor, Inc. to
                              Foundation Partners I, LLC. dated August 30, 2005
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "form8k.txt", "description": "PROMISSORY NOTE_FOUNDATION PARTNERS", "secsgml_size_bytes": 5993}]
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": "051070866"}, "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
  
                                   August 30, 2005
  --------------------------------------------------------------------------------
                  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
                        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.
  
         SECURED PROMISSORY NOTE
  
         On  August  30,  2005 we gave a  secured  promissory  note to  Foundation
  Partners I, LLC in the principal amount of $1,250,000.00 with a maturity date of
  August 29, 2005. The note bears  interest at the rate of 10% per year.  Interest
  is payable  monthly and the  principal is payable in full on the maturity  date.
  The due date of the principal and all accrued  interest can be accelerated if we
  default  on the  note.  The note can be  prepaid  in full or in part on the last
  calendar  day of any month  during  the term.  The note is secured by ten mobile
  speed  enforcement vans including all associated speed detection systems and all
  rights to operate said systems.  If Foundation  Partners forecloses on the vans,
  we will provide  citation  processing  services  for  Foundation  Partners  with
  respect to  violation  data  generated  by the vans at  commercially  reasonable
  prices and Foundation Partners will have all rights and licenses necessary to so
  operate the vans for their intended uses. If we are unable to provide Foundation
  Partners with citation processing services,  then Foundation Partners may obtain
  such  services  from any  person  or  entity,  including  our  competitors,  and
  Foundation  Partners  will have all rights and licenses  necessary to so operate
  the vans for their intended uses. The managing member of Foundation  Partners is
  Danzell Investment Management, Ltd. William B. Danzell is the President and sole
  stockholder  of Danzell  Investment  Management,  Ltd.  and the Chief  Executive
  Officer and  President,  and a director of Nestor.  In connection  with the loan
  that the  secured  promissory  note  evidences,  we paid an  origination  fee of
  $25,000,  of which $12,500 was paid to Foundation  Partners and $12,500 was paid
  to Danzell Investment Management, Ltd.
  
  ITEM   2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
               OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
  
         On August 30, 2005, we borrowed  $1,250,000 from  Foundation  Partners I,
  LLC pursuant to a secured  promissory  note. The  information  set forth in ITEM
  1.01. - ENTRY INTO A MATERIAL DEFINITIVE  AGREEMENT - SECURED PROMISSORY NOTE 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:     September 6, 2005
  EXHIBIT INDEX
                                    -------------
  
         Exhibit Number       Description
         --------------       -----------
              10.1            Secured Promissory Note by Nestor, Inc. to
                              Foundation Partners I, LLC. dated August 30, 2005