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
  
  
  
  
                                   April 9, 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 1.  CHANGES IN CONTROL OF REGISTRANT.
  
       On April 16, 2003,  Nestor,  Inc.  (the  "Company")  issued a press release
  announcing that it has completed the second closing of the financing transaction
  with Silver Star Partners I, LLC,  which  resulted in a change in control of the
  Company.  Pursuant to the first closing of the financing transaction with Silver
  Star,  which  occurred on January 15,  2003,  Silver Star  purchased  49,000,000
  shares of Company common stock,  which as of such date represented  49.4% of the
  issued and outstanding shares of Company common stock.  Pursuant to the recently
  completed second closing of the financing  transaction with Silver Star,  Silver
  Star  purchased an additional  4,013,557  shares  (post-reverse  stock split) of
  Company  common  stock at a purchase  price of $0.485 per share,  such  purchase
  price being computed after giving effect to the one-for-ten  reverse stock split
  described in Item 5 below under the heading  "One-for-Ten  Reverse Stock Split."
  Upon completion of the second closing of the financing  transaction  with Silver
  Star,  Silver  Star is now the  beneficial  owner  of 64.8%  of the  issued  and
  outstanding  shares of Company common stock.  The source of funds used by Silver
  Star for the  purchase  of Company  common  stock at the  second  closing of the
  financing transaction was $1,946,575 of working capital of Silver Star.
  
       Danzell  Investment  Management,  Ltd., in which  William B.  Danzell,  the
  Managing   Director  of  Silver  Star,   serves  as   President,   has  provided
  investment-related  services (including  consulting services) to the Company and
  has  received a fee for  services  rendered in an amount equal to 3% of the cash
  proceeds  generated by the Company in connection with the financing  transaction
  with Silver Star. Danzell Investment  Management,  Ltd. may also receive fees in
  connection with future debt or equity financing transactions between the Company
  and  any  party  that  was  introduced  to the  Company  by  Danzell  Investment
  Management, Ltd.
  
       As a result of the change in control  described above,  effective as of the
  second  closing of the  financing  transaction  with Silver  Star,  the board of
  directors of the Company will consist of a maximum of nine (9) members,  or such
  other odd number of members as Silver Star will determine,  of which Silver Star
  will have the right to nominate and elect a majority. At the present time Silver
  Star has not exercised such right, but may do so at the Company's annual meeting
  to be held later in the year.
  
       The  Company  has  granted  Silver  Star  certain  registration  rights  in
  connection  with the common stock.  The Company  intends to use the proceeds for
  working capital.
  
       A copy of the press release relating to the closing of the second financing
  transaction with Silver Star is attached as Exhibit 99.1 hereto and incorporated
  herein by reference.
  
  ITEM 5.  OTHER MATTERS.
  
       One-for-Ten Reverse Stock Split
       -------------------------------
  
       On April 11,  2003,  pursuant  to the  authority  granted by the  Company's
  stockholders  and the  approval,  authorization  and  direction of the Company's
  board of  directors,  the Company filed with the Secretary of State of the State
  of Delaware a  certificate  of amendment to the  Company's  amended and restated
  certificate of  incorporation,  causing a one-for-ten  reverse split of the then
  outstanding  shares of Company  common stock,  effective on April 11, 2003.  The
  
  
                                         2
  <PAGE>
  
  Company's  common  stock will begin  trading on a post  reverse  split  basis on
  Monday,  April 21, 2003 under the new trading symbol "NESO" (previously "NEST"),
  with a new CUSIP (641074 50 5).
  
       Copies of the press  releases  relating to the reverse  stock split and new
  trading  symbol  described  above are  attached as Exhibit 99.2 and Exhibit 99.3
  hereto and incorporated herein by reference.
  
       Douglas L. Reilly
       -----------------
  
       On April 9, 2003,  Douglas L.  Reilly  resigned as a member of the board of
  directors of the Company.  This decision was made mutually by Mr. Reilly and the
  board of directors  based on differences  regarding the future  direction of the
  Company.
  
       On April 10,  2003,  Mr.  Reilly's  employment  with the Company and Nestor
  Traffic Systems, Inc., its wholly owned subsidiary, terminated and Nigel Hebborn
  was designated as the Chief Executive Officer of Nestor Traffic Systems.
  
       Mr.  Reilly has filed a complaint  against  the  Company in the  Providence
  Superior  Court  seeking  severance  benefits,  including  12  months  salary of
  $180,000, upon termination.
  
  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 April 16, 2003.
  
                     99.2            Press Release dated April 11, 2003.
  
                     99.3            Press Release dated April 18, 2003.
  
  
  
  
                                         3
  <PAGE>
  
  
  
  
                                     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
                                            President and Chief Financial Officer
  
  
  
  Dated:     April 21, 2003
  
  
  
  
                                         4
  <PAGE>
  
  
  
                                    EXHIBIT INDEX
                                    -------------
  
  
         Exhibit Number                    Description
         --------------                    -----------
               99.1            Press Release dated April 16, 2003.
  
               99.2            Press Release dated April 11, 2003.
  
               99.3            Press Release dated April 18, 2003.
  
  
  
  
                                         5
  <PAGE>
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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
  
                                   April 9, 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 1.  CHANGES IN CONTROL OF REGISTRANT.
  
       On April 16, 2003,  Nestor,  Inc.  (the  "Company")  issued a press release
  announcing that it has completed the second closing of the financing transaction
  with Silver Star Partners I, LLC,  which  resulted in a change in control of the
  Company.  Pursuant to the first closing of the financing transaction with Silver
  Star,  which  occurred on January 15,  2003,  Silver Star  purchased  49,000,000
  shares of Company common stock,  which as of such date represented  49.4% of the
  issued and outstanding shares of Company common stock.  Pursuant to the recently
  completed second closing of the financing  transaction with Silver Star,  Silver
  Star  purchased an additional  4,013,557  shares  (post-reverse  stock split) of
  Company  common  stock at a purchase  price of $0.485 per share,  such  purchase
  price being computed after giving effect to the one-for-ten  reverse stock split
  described in Item 5 below under the heading  "One-for-Ten  Reverse Stock Split."
  Upon completion of the second closing of the financing  transaction  with Silver
  Star,  Silver  Star is now the  beneficial  owner  of 64.8%  of the  issued  and
  outstanding  shares of Company common stock.  The source of funds used by Silver
  Star for the  purchase  of Company  common  stock at the  second  closing of the
  financing transaction was $1,946,575 of working capital of Silver Star.
  
       Danzell  Investment  Management,  Ltd., in which  William B.  Danzell,  the
  Managing   Director  of  Silver  Star,   serves  as   President,   has  provided
  investment-related  services (including  consulting services) to the Company and
  has  received a fee for  services  rendered in an amount equal to 3% of the cash
  proceeds  generated by the Company in connection with the financing  transaction
  with Silver Star. Danzell Investment  Management,  Ltd. may also receive fees in
  connection with future debt or equity financing transactions between the Company
  and  any  party  that  was  introduced  to the  Company  by  Danzell  Investment
  Management, Ltd.
  
       As a result of the change in control  described above,  effective as of the
  second  closing of the  financing  transaction  with Silver  Star,  the board of
  directors of the Company will consist of a maximum of nine (9) members,  or such
  other odd number of members as Silver Star will determine,  of which Silver Star
  will have the right to nominate and elect a majority. At the present time Silver
  Star has not exercised such right, but may do so at the Company's annual meeting
  to be held later in the year.
  
       The  Company  has  granted  Silver  Star  certain  registration  rights  in
  connection  with the common stock.  The Company  intends to use the proceeds for
  working capital.
  
       A copy of the press release relating to the closing of the second financing
  transaction with Silver Star is attached as Exhibit 99.1 hereto and incorporated
  herein by reference.
  
  ITEM 5.  OTHER MATTERS.
  
       One-for-Ten Reverse Stock Split
       -------------------------------
  
       On April 11,  2003,  pursuant  to the  authority  granted by the  Company's
  stockholders  and the  approval,  authorization  and  direction of the Company's
  board of  directors,  the Company filed with the Secretary of State of the State
  of Delaware a  certificate  of amendment to the  Company's  amended and restated
  certificate of  incorporation,  causing a one-for-ten  reverse split of the then
  outstanding  shares of Company  common stock,  effective on April 11, 2003.  The
  
                                         2
  Company's  common  stock will begin  trading on a post  reverse  split  basis on
  Monday,  April 21, 2003 under the new trading symbol "NESO" (previously "NEST"),
  with a new CUSIP (641074 50 5).
  
       Copies of the press  releases  relating to the reverse  stock split and new
  trading  symbol  described  above are  attached as Exhibit 99.2 and Exhibit 99.3
  hereto and incorporated herein by reference.
  
       Douglas L. Reilly
       -----------------
  
       On April 9, 2003,  Douglas L.  Reilly  resigned as a member of the board of
  directors of the Company.  This decision was made mutually by Mr. Reilly and the
  board of directors  based on differences  regarding the future  direction of the
  Company.
  
       On April 10,  2003,  Mr.  Reilly's  employment  with the Company and Nestor
  Traffic Systems, Inc., its wholly owned subsidiary, terminated and Nigel Hebborn
  was designated as the Chief Executive Officer of Nestor Traffic Systems.
  
       Mr.  Reilly has filed a complaint  against  the  Company in the  Providence
  Superior  Court  seeking  severance  benefits,  including  12  months  salary of
  $180,000, upon termination.
  
  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 April 16, 2003.
  
                     99.2            Press Release dated April 11, 2003.
  
                     99.3            Press Release dated April 18, 2003.
  
                                         3
  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
                                            President and Chief Financial Officer
  
  Dated:     April 21, 2003
  
                                         4
  EXHIBIT INDEX
                                    -------------
  
         Exhibit Number                    Description
         --------------                    -----------
               99.1            Press Release dated April 16, 2003.
  
               99.2            Press Release dated April 11, 2003.
  
               99.3            Press Release dated April 18, 2003.
  
                                         5