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
  
  
  
                                   June 22, 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   5.02     Departure  of  Directors  or  Principal  Officers;  Election  of
                  Directors; Appointment of Principal Officers.
  
          (a) On June 22, 2005, each of James S. Bennett, Robert G. Flanders, Jr.,
  William J. Gilbane, Jr., and Donald R. Sweitzer, each a director of Nestor, Inc.
  ( the "Company")  notified the Company that he refused to stand for  re-election
  to the Board of Directors at the Annual  Meeting of  Stockholders  to be held on
  June 23, 2005.
  
          James  S.  Bennett  is a  member  of the  Audit  and  New  Business  and
  Government  Relations  Committees of the Board.  Robert G. Flanders,  Jr. is the
  Chairman of the  Compensation  Committee  and a member of the New  Business  and
  Government  Relations  Committee.  William  J.  Gilbane,  Jr. is a member of the
  Compensation and New Business and Government  Relations Committees of the Board.
  Donald R. Sweitzer is the Chairman of the New Business and Government  Relations
  Committee and a member of the Compensation Committee.
  
          The Company  believes that each of the  directors  refusing to stand for
  re-election did so because of fundamental disagreements with the chief executive
  officer concerning his management of the Company.
  
          In light of the foregoing refusals to stand for re-election,  the annual
  meeting of stockholders  scheduled for June 23, 2005 is expected to be adjourned
  until  July 19,  2005 to allow  time for  supplementary  proxy  materials  to be
  circulated to stockholders.
  
          Copies of letters from Messrs. Bennett,  Flanders,  Gilbane and Sweitzer
  are filed as exhibits to this Current Report on Form 8-K .
  
  
  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 22, 2005
  
  <PAGE>
  
                                    EXHIBIT INDEX
                                    -------------
  
  
  Exhibit Number           Description
  --------------           -----------
      17.1                Letter from James S. Bennett dated June 22, 2005
  
      17.2                Letter from Robert G. Flanders, Jr. dated June 22, 2005
  
      17.3                Letter from William J. Gilbane, Jr., dated June 22, 2005
  
      17.4                Letter from Donald R. Sweitzer dated June 20, 2005
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "form8k.txt", "description": "FORM 8K (RESIGNATION OF DIRECTORS)", "secsgml_size_bytes": 5442}]
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": "05910271"}, "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
  
                                   June 22, 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   5.02     Departure  of  Directors  or  Principal  Officers;  Election  of
                  Directors; Appointment of Principal Officers.
  
          (a) On June 22, 2005, each of James S. Bennett, Robert G. Flanders, Jr.,
  William J. Gilbane, Jr., and Donald R. Sweitzer, each a director of Nestor, Inc.
  ( the "Company")  notified the Company that he refused to stand for  re-election
  to the Board of Directors at the Annual  Meeting of  Stockholders  to be held on
  June 23, 2005.
  
          James  S.  Bennett  is a  member  of the  Audit  and  New  Business  and
  Government  Relations  Committees of the Board.  Robert G. Flanders,  Jr. is the
  Chairman of the  Compensation  Committee  and a member of the New  Business  and
  Government  Relations  Committee.  William  J.  Gilbane,  Jr. is a member of the
  Compensation and New Business and Government  Relations Committees of the Board.
  Donald R. Sweitzer is the Chairman of the New Business and Government  Relations
  Committee and a member of the Compensation Committee.
  
          The Company  believes that each of the  directors  refusing to stand for
  re-election did so because of fundamental disagreements with the chief executive
  officer concerning his management of the Company.
  
          In light of the foregoing refusals to stand for re-election,  the annual
  meeting of stockholders  scheduled for June 23, 2005 is expected to be adjourned
  until  July 19,  2005 to allow  time for  supplementary  proxy  materials  to be
  circulated to stockholders.
  
          Copies of letters from Messrs. Bennett,  Flanders,  Gilbane and Sweitzer
  are filed as exhibits to this Current Report on Form 8-K .
  
  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 22, 2005
  EXHIBIT INDEX
                                    -------------
  
  Exhibit Number           Description
  --------------           -----------
      17.1                Letter from James S. Bennett dated June 22, 2005
  
      17.2                Letter from Robert G. Flanders, Jr. dated June 22, 2005
  
      17.3                Letter from William J. Gilbane, Jr., dated June 22, 2005
  
      17.4                Letter from Donald R. Sweitzer dated June 20, 2005