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)       April 18, 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  April 18, 1997, the Corporation entered into  an
         Amendment  to  the Prism Non-Exclusive License  Agreement,
         by    and    between   the   Corporation    and    Applied
         Communications, Inc. ("ACI") allowing ACI expanded  rights
         to  distribute the Corporation's PRISM product line and to
         share in enhanced future royalty income.  An initial  non-
         refundable   royalty  of  $2,000,000  was  paid   to   the
         Corporation.
  
  
  
  
  
  
                              EXHIBITS
  
  The following exhibit is filed herewith:
  
  Exhibit No.         Description
     10.35            Amendment to Prism Non-Exclusive License
                      Agreement dated as of April 18, 1997 between
                      Nestor, Inc. and Applied Communications,
                      Inc.*
  
  * Portions of the exhibit omitted pursuant to a request for
    confidential treatment.
  
  
  
  
  
  
  
                             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 30, 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)       April 18, 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  April 18, 1997, the Corporation entered into  an
         Amendment  to  the Prism Non-Exclusive License  Agreement,
         by    and    between   the   Corporation    and    Applied
         Communications, Inc. ("ACI") allowing ACI expanded  rights
         to  distribute the Corporation's PRISM product line and to
         share in enhanced future royalty income.  An initial  non-
         refundable   royalty  of  $2,000,000  was  paid   to   the
         Corporation.
  
                              EXHIBITS
  
  The following exhibit is filed herewith:
  
  Exhibit No.         Description
     10.35            Amendment to Prism Non-Exclusive License
                      Agreement dated as of April 18, 1997 between
                      Nestor, Inc. and Applied Communications,
                      Inc.*
  
  * Portions of the exhibit omitted pursuant to a request for
    confidential treatment.
  
                             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 30, 1997             NESTOR, INC.
                                     (Registrant)
  
                                     By:/s/ Nigel P. Hebborn
                                       Chief Financial Officer