content: SECURITIES AND EXCHANGE COMMISSION
  
                                   Washington D.C.
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  
  
                                   October 22, 2003
  --------------------------------------------------------------------------------
                  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)
  
  
  
  
  
  
                                         1
  <PAGE>
  
  
  
  
  
  
  
  
  ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.
  
           RESIGNATION OF DIRECTOR.
           -----------------------------
  
       On October 22, 2003, Stephen H. Marbut resigned from the Board of Directors
  (the "Board") of Nestor, Inc. (the "Company").
  
           ACTION BY BOARD OF DIRECTORS.
           -----------------------------
  
       On October 22, 2003, the Board of Directors  (the "Board") of Nestor,  Inc.
  (the  "Company")  voted at a meeting to elect  George L. Ball to the  Board,  to
  serve until his successor has been elected and qualified.
  
       A copy of the press  release  relating to the election  described  above is
  attached as Exhibit 99.1 and incorporated herein by reference.
  
  
           NEW DIRECTORS.
           --------------
  
       GEORGE L.  BALL.  Mr.  Ball,  64, has  served as  Chairman  of the Board of
  Sanders Morris Harris Group Inc., a provider of brokerage,  investment  banking,
  trust and investment management services,  since 2002. Mr. Ball was appointed to
  Sanders  Morris's  board of directors  in 2000.  Before his  appointment  to the
  Sanders  Morris  Board,  he served as  Chairman  of the Board and a director  of
  Sanders  Morris  Mundy Inc.  Mr. Ball also serves as Chairman of the Board and a
  director of Sanders Morris Harris Inc. and as a director of Pinnacle  Management
  & Trust Company, SMH Capital, SMH Capital Advisors, Inc. and Kissinger Financial
  Services, Inc. ("Kissinger").
  
  
  
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
           (c) Exhibits:
  
               The following exhibits are filed as part of this report:
  
               Exhibit Number            Description
               --------------            -----------
  
  
                    99.1                Press Release dated October 27, 2003
                                        relating to the election of director.
  
  
  
  
  
                                     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/ Nigel P. Hebborn
                                            --------------------------------------
                                            Nigel P. Hebborn
                                            Treasurer and Chief Financial Officer
  
  
  Dated:     October 27, 2003
  
  
  
                                         2
  <PAGE>
  
  
  
  
  
  
  
                                    EXHIBIT INDEX
                                    -------------
  
  
     Exhibit Number         Description
     --------------         -----------
        10.1             Security Purchase Agreement dated July 31, 2003
                         between Nestor, Inc. and Laurus Master Fund, Ltd.
  
        10.2             Convertible Note dated July 31, 2003
                         made by Nestor, Inc. to Laurus Master Fund, Ltd.
  
        10.3             Registration Rights Agreement dated July 31, 2003
                         between Nestor, Inc. and Laurus Master Fund, Ltd.
  
        10.4             Common Stock Purchase Warrant dated July 31, 2003
                         issued by Nestor, Inc. to Laurus Master Fund, Ltd.
  
        10.5             Stock Pledge Agreement dated July 31, 2003 between
                         Nestor Traffic Systems, Inc. and Laurus Master Fund, Ltd.
  
  
        10.6             Pledge and Security Agreement dated July 31, 2003
                         between CrossingGuard, Inc. and Laurus Master Fund, Ltd.
  
        10.7             Guaranty dated July 31, 2003 by CrossingGuard, Inc.
                         to Laurus Master Fund, Ltd.
  
        99.1             Press Release dated August 4, 2003.
  
  
  
  
                                         3
  <PAGE>
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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": "03959350"}, "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: SECURITIES AND EXCHANGE COMMISSION
  
                                   Washington D.C.
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
                                   October 22, 2003
  --------------------------------------------------------------------------------
                  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)
  
                                         1
  ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.
  
           RESIGNATION OF DIRECTOR.
           -----------------------------
  
       On October 22, 2003, Stephen H. Marbut resigned from the Board of Directors
  (the "Board") of Nestor, Inc. (the "Company").
  
           ACTION BY BOARD OF DIRECTORS.
           -----------------------------
  
       On October 22, 2003, the Board of Directors  (the "Board") of Nestor,  Inc.
  (the  "Company")  voted at a meeting to elect  George L. Ball to the  Board,  to
  serve until his successor has been elected and qualified.
  
       A copy of the press  release  relating to the election  described  above is
  attached as Exhibit 99.1 and incorporated herein by reference.
  
           NEW DIRECTORS.
           --------------
  
       GEORGE L.  BALL.  Mr.  Ball,  64, has  served as  Chairman  of the Board of
  Sanders Morris Harris Group Inc., a provider of brokerage,  investment  banking,
  trust and investment management services,  since 2002. Mr. Ball was appointed to
  Sanders  Morris's  board of directors  in 2000.  Before his  appointment  to the
  Sanders  Morris  Board,  he served as  Chairman  of the Board and a director  of
  Sanders  Morris  Mundy Inc.  Mr. Ball also serves as Chairman of the Board and a
  director of Sanders Morris Harris Inc. and as a director of Pinnacle  Management
  & Trust Company, SMH Capital, SMH Capital Advisors, Inc. and Kissinger Financial
  Services, Inc. ("Kissinger").
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
           (c) Exhibits:
  
               The following exhibits are filed as part of this report:
  
               Exhibit Number            Description
               --------------            -----------
  
                    99.1                Press Release dated October 27, 2003
                                        relating to the election of director.
  
                                     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/ Nigel P. Hebborn
                                            --------------------------------------
                                            Nigel P. Hebborn
                                            Treasurer and Chief Financial Officer
  
  Dated:     October 27, 2003
  
                                         2
  EXHIBIT INDEX
                                    -------------
  
     Exhibit Number         Description
     --------------         -----------
        10.1             Security Purchase Agreement dated July 31, 2003
                         between Nestor, Inc. and Laurus Master Fund, Ltd.
  
        10.2             Convertible Note dated July 31, 2003
                         made by Nestor, Inc. to Laurus Master Fund, Ltd.
  
        10.3             Registration Rights Agreement dated July 31, 2003
                         between Nestor, Inc. and Laurus Master Fund, Ltd.
  
        10.4             Common Stock Purchase Warrant dated July 31, 2003
                         issued by Nestor, Inc. to Laurus Master Fund, Ltd.
  
        10.5             Stock Pledge Agreement dated July 31, 2003 between
                         Nestor Traffic Systems, Inc. and Laurus Master Fund, Ltd.
  
        10.6             Pledge and Security Agreement dated July 31, 2003
                         between CrossingGuard, Inc. and Laurus Master Fund, Ltd.
  
        10.7             Guaranty dated July 31, 2003 by CrossingGuard, Inc.
                         to Laurus Master Fund, Ltd.
  
        99.1             Press Release dated August 4, 2003.
  
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