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)       May 6, 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) The shareholders of the Registrant approved the Incentive
  Stock  Option  Plan on May 6, 1997 pursuant to which  options  to
  purchase  an  aggregate of 1,000,000 shares of  the  Registrant's
  Common  Stock  was  authorized and  approved.   A  copy  of  such
  Incentive Stock Option Plan is annexed hereto as an exhibit.
  
  
  
  
  
  
                              EXHIBITS
  
  The following exhibit is filed herewith:
  
  Exhibit No.         Description
     10.34            Nestor, Inc. 1997 Incentive Stock Option Plan
  
  
  
  
  
  
  
                             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:  May 7, 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)       May 6, 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) The shareholders of the Registrant approved the Incentive
  Stock  Option  Plan on May 6, 1997 pursuant to which  options  to
  purchase  an  aggregate of 1,000,000 shares of  the  Registrant's
  Common  Stock  was  authorized and  approved.   A  copy  of  such
  Incentive Stock Option Plan is annexed hereto as an exhibit.
  
                              EXHIBITS
  
  The following exhibit is filed herewith:
  
  Exhibit No.         Description
     10.34            Nestor, Inc. 1997 Incentive Stock Option Plan
  
                             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:  May 7, 1997                NESTOR, INC.
                                     (Registrant)
  
                                     By:/s/ Nigel P. Hebborn
                                       Chief Financial Officer