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 31, 1997
                                  
  
                            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.
  
        1)   On  March 31, 1997, Nestor Interactive Inc.,  a  Rhode
  Island   corporation,  and  a  wholly-owned  subsidiary  of   the
  Registrant,  acquired from Cyberiad Software Inc. certain  assets
  pursuant  to an Asset Acquisition Purchase Agreement dated  March
  31, 1997, a copy of which is annexed hereto as an exhibit.
  
  
  
  
  
                              EXHIBITS
  
  The following exhibit is filed herewith:
  
  Exhibit No.         Description
     10.33            Asset Acquisition Purchase Agreement dated
                      March 31, 1997 among Nestor Interactive Inc.,
                      Cyberiad Software Inc., Christopher L.
                      Scofield and Jeffrey Pflum
  
  
  
  
  
  
                             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:  April 10, 1997             NESTOR, INC.
                                     (Registrant)
  
  
                                     By:/s/ Nigel P. Hebborn
                                       Chief Financial Officer
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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 31, 1997
                                  
  
                            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.
  
        1)   On  March 31, 1997, Nestor Interactive Inc.,  a  Rhode
  Island   corporation,  and  a  wholly-owned  subsidiary  of   the
  Registrant,  acquired from Cyberiad Software Inc. certain  assets
  pursuant  to an Asset Acquisition Purchase Agreement dated  March
  31, 1997, a copy of which is annexed hereto as an exhibit.
  
                              EXHIBITS
  
  The following exhibit is filed herewith:
  
  Exhibit No.         Description
     10.33            Asset Acquisition Purchase Agreement dated
                      March 31, 1997 among Nestor Interactive Inc.,
                      Cyberiad Software Inc., Christopher L.
                      Scofield and Jeffrey Pflum
  
                             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:  April 10, 1997             NESTOR, INC.
                                     (Registrant)
  
                                     By:/s/ Nigel P. Hebborn
                                       Chief Financial Officer