As filed with the Securities and Exchange Commission on January 21, 2005

                                                  Registration No. 333-_____

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                  Nestor, Inc.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)



         Delaware                                             13-3163744
-------------------------------                           -------------------
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                            Identification No.)


400 Massasoit Avenue, Suite 200
East Providence, Rhode Island                                   02914-2020
----------------------------------------                        ----------
(Address of Principal Executive Offices)                        (Zip Code)


                     Nestor, Inc. 2004 Stock Incentive Plan
                     --------------------------------------
                            (Full Title of the Plan)


                               William B. Danzell
                             Chief Executive Officer
                                  Nestor, Inc.
                         400 Massasoit Avenue, Suite 200
                    East Providence, Rhode Island 02914-2020
                     (Name and Address of Agent For Service)

                                 (401) 434-5522
          (Telephone Number, Including Area Code, of Agent For Service)

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

===================== ================== ==================== ==================== ==================
<S>                     <C>               <C>                  <C>                  <C>
Title of Securities                       Proposed Maximum     Proposed Maximum
 to be  Registered        Amount to be    Offering Price Per   Aggregate Offering       Amount of
                        Registered(1)         Share                  Price          Registration Fee
--------------------- ------------------ -------------------- -------------------- ------------------
--------------------- ------------------ -------------------- -------------------- ------------------
Common Stock, $0.01
par value per share    4,500,000 shares        $7.23(2)         $32,535,000.00(2)       $3,829.37
===================== ================== ==================== ==================== ==================
</TABLE>

(1)       In  accordance  with  Rule 416 under the  Securities  Act of 1933,  as
          amended,  this  registration  statement  shall be  deemed to cover any
          additional  securities that may from time to time be offered or issued
          to prevent  dilution  resulting from stock splits,  stock dividends or
          similar transactions.


(2)       Estimated  solely for the purpose of calculating the  registration fee
          pursuant to Rules 457(c) and 457(h) of the  Securities Act of 1933, as
          amended,  and based upon the average of the high and low prices of the
          Registrant's  Common  Stock as reported on the OTC  Bulletin  Board on
          January 14, 2005.




<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          Item 1. Plan Information.

          The  information  required by Item 1 is included in documents  sent or
given to  participants  in the  plans  covered  by this  registration  statement
pursuant  to Rule  428(b)(1)  of the  Securities  Act of 1933,  as amended  (the
"Securities Act").

          Item 2. Registrant Information and Employee Plan Annual Information.

          The written statement required by Item 2 is included in documents sent
or given to  participants  in the plans covered by this  registration  statement
pursuant to Rule 428(b)(1) of the Securities Act.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3. Incorporation of Documents by Reference.

          The  registrant  is  subject  to  the   informational   and  reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities  Exchange Act of
1934,  as amended  (the  "Exchange  Act"),  and in  accordance  therewith  files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission").  The following documents,  which are on file with
the Commission, are incorporated in this registration statement by reference:

          (a) The  registrant's  latest annual report filed  pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest  prospectus  filed  pursuant to
Rule 424(b) under the Securities Act that contains audited financial  statements
for the  registrant's  latest  fiscal year for which such  statements  have been
filed.

          (b) All other reports filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year  covered by the document  referred
to in (a) above.

          (c) The description of the  registrant's  Common Stock, par value $.01
per share,  contained  in the  registrant's  registration  statement on Form 8-A
filed under the Exchange  Act,  including  any amendment or report filed for the
purpose of updating such description.

          All  documents  subsequently  filed  by  the  registrant  pursuant  to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a  post-effective  amendment which indicates that all securities  offered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by r eference in this registration statement and to
be part  hereof  from the date of the filing of such  documents.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be deemed to be modified or  superseded  for the  purposes of this
registration statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

                                      -1-
<PAGE>

          Item 4. Description of Securities.

          Not applicable.

          Item 5. Interests of Named Experts and Counsel.

          Partridge  Snow & Hahn  LLP  has  opined  as to  the  legality  of the
securities being offered by this registration statement.  Benjamin M. Alexander,
an employee of Partridge Snow & Hahn LLP,  serves as Secretary to the registrant
and its subsidiaries.

          Item 6. Indemnification of Directors and Officers.

          Section  102  of  the  Delaware  General   Corporation  Law  allows  a
corporation to eliminate the personal liability of directors of a corporation to
the  corporation  or its  stockholders  for  monetary  damages  for a breach  of
fiduciary  duty as a director,  except where the  director  breached his duty of
loyalty,  failed to act in good  faith,  engaged in  intentional  misconduct  or
knowingly  violated a law,  authorized  the  payment of a dividend or approved a
stock repurchase in violation of Delaware  corporate law or obtained an improper
personal  benefit.  Nestor has  included  such a  provision  in its  Amended and
Restated Certificate of Incorporation.

          Section 145 of the General Corporation Law of Delaware provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the  corporation  and  certain  other  persons  serving  at the  request  of the
corporation in related  capacities against amounts paid and expenses incurred in
connection  with an action or  proceeding  to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation,  and, in any criminal  proceeding,  if such person
had no reasonable  cause to believe his conduct was unlawful;  provided that, in
the  case  of  actions  brought  by or in  the  right  of  the  corporation,  no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation  unless and only to the
extent that the  adjudicating  court  determines  that such  indemnification  is
proper under the circumstances.

          Article SIXTH of Nestor,  Inc.'s  Amended and Restated  Certificate of
Incorporation  provides  that  Nestor  shall  indemnify  to the  fullest  extent
permitted by Section 145 of the General Corporation Law of Delaware,  as amended
from  time to time,  each  person  who may be  indemnified  by  Nestor  pursuant
thereto.

          Article NINTH of Nestor,  Inc.'s  Amended and Restated  Certificate of
Incorporation  provides  that no  director  of  Nestor  shall be  liable  to the
corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a  director,  except for any  matter in  respect of which such  director
shall be liable under Section 174 of Title 8 of the Delaware  Code  (relating to
the  Delaware  General  Corporation  Law) or an  amendment  thereto or successor
provision  thereto or shall be liable by reason that, in addition to any and all
other  requirements  for such liability,  he (i) shall have breached his duty of
loyalty to the  corporation  or its  stockholders,  (ii) shall not have acted in
good  faith or, in failing to act,  shall not have  acted in good  faith,  (iii)
shall  have  acted in a manner  involving  intentional  misconduct  or a knowing
violation of law or, in failing to act,  shall have acted in a manner  involving
intentional  misconduct or a knowing violation of law or (iv) shall have derived
an improper personal benefit and further provides that neither the amendment nor
repeal of Article NINTH, nor the adoption of any provision of the certificate of
incorporation  inconsistent  with Article NINTH,  shall  eliminate or reduce the
effect of Article  NINTH in respect  of any  matter  occurring,  or any cause of
action,  suit or claim that, but for Article NINTH would accrue or arise,  prior
to such amendment, repeal or adoption of an inconsistent provision.

                                      -2-
<PAGE>

          Article VII of Nestor,  Inc.'s  Amended  By-Laws  provide  that Nestor
shall (a) indemnify any person who was or is a party or is threatened to be made
a party to any  threatened,  pending  or  completed  action or suit by or in the
right of Nestor to procure a judgment in its favor by reason of the fact that he
is or was a director or officer of Nestor or is or was serving at the request of
Nestor  as a  director,  officer,  employee  or  agent of  another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the  defense  or  settlement  of such  action or suit,  and (b)
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the right of  Nestor),  by reason  of the fact that he is or was a  director  or
officer of Nestor,  or served at the request of Nestor as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  expenses (including  attorneys' fees),  judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any such action,  suit or  proceeding,  in each case to the fullest  extent
permissible  under  subsections  (a)  through  (e) of Section 145 of the General
Corporation  Law of the State of Delaware or the  indemnification  provisions of
any successor statute. The foregoing right of indemnification shall in no way be
exclusive of any other rights of indemnification to which any such person may be
entitled,  under any bylaw,  agreement,  vote of shareholders  or  disinterested
directors or otherwise,  and shall inure to the benefit of the heirs,  executors
and administrators of such a person.

          Nestor has  purchased  directors'  and officers'  liability  insurance
which would indemnify its directors and officers  against damages arising out of
certain  kinds  of  claims  which  might  be made  against  them  based on their
negligent acts or omissions while acting in their capacity as such.

          Item 7. Exemption from Registration Claimed.

          Not applicable.

          Item 8. Exhibits.

          The Exhibit Index  immediately  preceding the exhibits is incorporated
herein by reference.

          Item 9. Undertakings.

          1. ITEM 512(A) OF REGULATION  S-K. The undersigned  registrant  hereby
undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement; and

                                      -3-
<PAGE>

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;

          provided,  however,  that  paragraphs (i) and (ii) do not apply if the
          information  required to be included in a post-effective  amendment by
          those  paragraphs  is  contained  in  periodic  reports  filed with or
          furnished to the Commission by the  registrant  pursuant to Section 13
          or  Section  15(d)  of the  Exchange  Act  that  are  incorporated  by
          reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

          2. Item 512(b) of Regulation  S-K. The undersigned  registrant  hereby
undertakes  that, for purposes of determining any liability under the Securities
Act, each filing of the registrant's  annual report pursuant to Section 13(a) or
Section  15(d) of the  Exchange  Act that is  incorporated  by  reference in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          3. Item  512(h) of  Regulation  S-K.  Insofar as  indemnification  for
liabilities  arising  under the  Securities  Act may be permitted to  directors,
officers and  controlling  persons of the  registrant  pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange  Commission such  indemnification  is against public
policy as expressed in the Securities Act and is, therefore,  unenforceable.  In
the event that a claim for indemnification  against such liabilities (other than
the  payment by the  registrant  of  expenses  incurred  or paid by a  director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.




                                      -4-
<PAGE>



                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of East Providence,  State of Rhode Island on this 21st
day of January, 2005.

                                        NESTOR, INC.

                                        By: /s/ William B. Danzell
                                           ----------------------------
                                           William B. Danzell
                                           Chief Executive Officer


                        POWER OF ATTORNEY AND SIGNATURES

          We, the  undersigned  officers and directors of Nestor,  Inc.,  hereby
severally  constitute  and appoint  William B.  Danzell and Nigel P. Hebborn and
each of them singly,  our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below,  the  registration  statement on Form S-8 filed  herewith and any and all
subsequent  amendments to said registration  statement,  and generally to do all
such things in our names and on our behalf in our  capacities  as  officers  and
directors to enable Nestor, Inc. to comply with the provisions of the Securities
Act of 1933, as amended,  and all  requirements  of the  Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys,  or any of them, to said  registration  statement and any
and all amendments thereto.

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

       Signature                        Title                       Date
       ---------                        -----                       ----


/s/ William B. Danzell         President                      January 21, 2005
---------------------------    Chief Executive Officer
William B. Danzell             Chairman of the
                                 Board of Directors
                               (Principal Executive Officer)


/s/ Claire M. Iacobucci        Treasurer and                  January 21, 2005
---------------------------    Chief Financial Officer
Claire M. Iacobucci            (Principal Financial and
                               Accounting Officer)


/s/ James S. Bennett           Director                       January 21, 2005
---------------------------
James S. Bennett


/s/ George L. Ball             Director                       January 21, 2005
---------------------------
George L. Ball


/s/ Albert H. Cox, Jr.         Director                       January 21, 2005
---------------------------
Albert H. Cox, Jr.


                                      -5-
<PAGE>

/s/ Terry E. Fields            Director                       January 21, 2005
---------------------------
Terry E. Fields


/s/ David N. Jordan            Director                       January 21, 2005
---------------------------
David N. Jordan


/s/ Robert G. Flanders, Jr.    Director                       January 21, 2005
---------------------------
 Robert G. Flanders, Jr.


/s/ William J. Gilbane, Jr.    Director                       January 21, 2005
---------------------------
 William J. Gilbane, Jr.


/s/ Donald R. Sweitzer         Director                       January 21, 2005
---------------------------
 Donald R. Sweitzer



                                      -6-
<PAGE>






                                INDEX TO EXHIBITS


Number                       Description
-----                        -----------

4.1                 Specimen  Certificate  for shares of Common Stock,  $.01 par
                    value,  of  the  Registrant  filed  as  Exhibit  4.1  to the
                    Company's  Registration  Statement  on Form  S-2  (File  No.
                    333-108432), filed September 2, 2003, is hereby incorporated
                    herein by reference.

5.1                 Opinion  of  Partridge  Snow  &  Hahn  LLP,  counsel  to the
                    Registrant

23.1                Consent of Carlin, Charron & Rosen LLP

23.2                Consent of Ernst & Young LLP

23.3                Consent of Partridge Snow & Hahn LLP
                    (included in Exhibit 5.1)

24.1                Power of attorney  (included on the signature  pages of this
                    registration statement)
[{"type": "S-8", "sequence": "1", "filename": "s8regstate.txt", "description": "REGISTRATION STATEMENT (STOCK INCENTIVE PLAN)", "secsgml_size_bytes": 22232}]
{"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": "S-8", "act": "33", "file-number": "333-122183", "film-number": "05540390"}, "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"}}
As filed with the Securities and Exchange Commission on January 21, 2005

                                                  Registration No. 333-_____

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                  Nestor, Inc.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

         Delaware                                             13-3163744
-------------------------------                           -------------------
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                            Identification No.)

400 Massasoit Avenue, Suite 200
East Providence, Rhode Island                                   02914-2020
----------------------------------------                        ----------
(Address of Principal Executive Offices)                        (Zip Code)

                     Nestor, Inc. 2004 Stock Incentive Plan
                     --------------------------------------
                            (Full Title of the Plan)

                               William B. Danzell
                             Chief Executive Officer
                                  Nestor, Inc.
                         400 Massasoit Avenue, Suite 200
                    East Providence, Rhode Island 02914-2020
                     (Name and Address of Agent For Service)

                                 (401) 434-5522
          (Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE

===================== ================== ==================== ==================== ==================
Title of Securities                       Proposed Maximum     Proposed Maximum
 to be  Registered        Amount to be    Offering Price Per   Aggregate Offering       Amount of
                        Registered(1)         Share                  Price          Registration Fee
--------------------- ------------------ -------------------- -------------------- ------------------
--------------------- ------------------ -------------------- -------------------- ------------------
Common Stock, $0.01
par value per share    4,500,000 shares        $7.23(2)         $32,535,000.00(2)       $3,829.37
===================== ================== ==================== ==================== ==================
(1)       In  accordance  with  Rule 416 under the  Securities  Act of 1933,  as
          amended,  this  registration  statement  shall be  deemed to cover any
          additional  securities that may from time to time be offered or issued
          to prevent  dilution  resulting from stock splits,  stock dividends or
          similar transactions.

(2)       Estimated  solely for the purpose of calculating the  registration fee
          pursuant to Rules 457(c) and 457(h) of the  Securities Act of 1933, as
          amended,  and based upon the average of the high and low prices of the
          Registrant's  Common  Stock as reported on the OTC  Bulletin  Board on
          January 14, 2005.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          Item 1. Plan Information.

          The  information  required by Item 1 is included in documents  sent or
given to  participants  in the  plans  covered  by this  registration  statement
pursuant  to Rule  428(b)(1)  of the  Securities  Act of 1933,  as amended  (the
"Securities Act").

          Item 2. Registrant Information and Employee Plan Annual Information.

          The written statement required by Item 2 is included in documents sent
or given to  participants  in the plans covered by this  registration  statement
pursuant to Rule 428(b)(1) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3. Incorporation of Documents by Reference.

          The  registrant  is  subject  to  the   informational   and  reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities  Exchange Act of
1934,  as amended  (the  "Exchange  Act"),  and in  accordance  therewith  files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission").  The following documents,  which are on file with
the Commission, are incorporated in this registration statement by reference:

          (a) The  registrant's  latest annual report filed  pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest  prospectus  filed  pursuant to
Rule 424(b) under the Securities Act that contains audited financial  statements
for the  registrant's  latest  fiscal year for which such  statements  have been
filed.

          (b) All other reports filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year  covered by the document  referred
to in (a) above.

          (c) The description of the  registrant's  Common Stock, par value $.01
per share,  contained  in the  registrant's  registration  statement on Form 8-A
filed under the Exchange  Act,  including  any amendment or report filed for the
purpose of updating such description.

          All  documents  subsequently  filed  by  the  registrant  pursuant  to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a  post-effective  amendment which indicates that all securities  offered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by r eference in this registration statement and to
be part  hereof  from the date of the filing of such  documents.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be deemed to be modified or  superseded  for the  purposes of this
registration statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

                                      -1-
Item 4. Description of Securities.

          Not applicable.

          Item 5. Interests of Named Experts and Counsel.

          Partridge  Snow & Hahn  LLP  has  opined  as to  the  legality  of the
securities being offered by this registration statement.  Benjamin M. Alexander,
an employee of Partridge Snow & Hahn LLP,  serves as Secretary to the registrant
and its subsidiaries.

          Item 6. Indemnification of Directors and Officers.

          Section  102  of  the  Delaware  General   Corporation  Law  allows  a
corporation to eliminate the personal liability of directors of a corporation to
the  corporation  or its  stockholders  for  monetary  damages  for a breach  of
fiduciary  duty as a director,  except where the  director  breached his duty of
loyalty,  failed to act in good  faith,  engaged in  intentional  misconduct  or
knowingly  violated a law,  authorized  the  payment of a dividend or approved a
stock repurchase in violation of Delaware  corporate law or obtained an improper
personal  benefit.  Nestor has  included  such a  provision  in its  Amended and
Restated Certificate of Incorporation.

          Section 145 of the General Corporation Law of Delaware provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the  corporation  and  certain  other  persons  serving  at the  request  of the
corporation in related  capacities against amounts paid and expenses incurred in
connection  with an action or  proceeding  to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation,  and, in any criminal  proceeding,  if such person
had no reasonable  cause to believe his conduct was unlawful;  provided that, in
the  case  of  actions  brought  by or in  the  right  of  the  corporation,  no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation  unless and only to the
extent that the  adjudicating  court  determines  that such  indemnification  is
proper under the circumstances.

          Article SIXTH of Nestor,  Inc.'s  Amended and Restated  Certificate of
Incorporation  provides  that  Nestor  shall  indemnify  to the  fullest  extent
permitted by Section 145 of the General Corporation Law of Delaware,  as amended
from  time to time,  each  person  who may be  indemnified  by  Nestor  pursuant
thereto.

          Article NINTH of Nestor,  Inc.'s  Amended and Restated  Certificate of
Incorporation  provides  that no  director  of  Nestor  shall be  liable  to the
corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a  director,  except for any  matter in  respect of which such  director
shall be liable under Section 174 of Title 8 of the Delaware  Code  (relating to
the  Delaware  General  Corporation  Law) or an  amendment  thereto or successor
provision  thereto or shall be liable by reason that, in addition to any and all
other  requirements  for such liability,  he (i) shall have breached his duty of
loyalty to the  corporation  or its  stockholders,  (ii) shall not have acted in
good  faith or, in failing to act,  shall not have  acted in good  faith,  (iii)
shall  have  acted in a manner  involving  intentional  misconduct  or a knowing
violation of law or, in failing to act,  shall have acted in a manner  involving
intentional  misconduct or a knowing violation of law or (iv) shall have derived
an improper personal benefit and further provides that neither the amendment nor
repeal of Article NINTH, nor the adoption of any provision of the certificate of
incorporation  inconsistent  with Article NINTH,  shall  eliminate or reduce the
effect of Article  NINTH in respect  of any  matter  occurring,  or any cause of
action,  suit or claim that, but for Article NINTH would accrue or arise,  prior
to such amendment, repeal or adoption of an inconsistent provision.

                                      -2-
Article VII of Nestor,  Inc.'s  Amended  By-Laws  provide  that Nestor
shall (a) indemnify any person who was or is a party or is threatened to be made
a party to any  threatened,  pending  or  completed  action or suit by or in the
right of Nestor to procure a judgment in its favor by reason of the fact that he
is or was a director or officer of Nestor or is or was serving at the request of
Nestor  as a  director,  officer,  employee  or  agent of  another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the  defense  or  settlement  of such  action or suit,  and (b)
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the right of  Nestor),  by reason  of the fact that he is or was a  director  or
officer of Nestor,  or served at the request of Nestor as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  expenses (including  attorneys' fees),  judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any such action,  suit or  proceeding,  in each case to the fullest  extent
permissible  under  subsections  (a)  through  (e) of Section 145 of the General
Corporation  Law of the State of Delaware or the  indemnification  provisions of
any successor statute. The foregoing right of indemnification shall in no way be
exclusive of any other rights of indemnification to which any such person may be
entitled,  under any bylaw,  agreement,  vote of shareholders  or  disinterested
directors or otherwise,  and shall inure to the benefit of the heirs,  executors
and administrators of such a person.

          Nestor has  purchased  directors'  and officers'  liability  insurance
which would indemnify its directors and officers  against damages arising out of
certain  kinds  of  claims  which  might  be made  against  them  based on their
negligent acts or omissions while acting in their capacity as such.

          Item 7. Exemption from Registration Claimed.

          Not applicable.

          Item 8. Exhibits.

          The Exhibit Index  immediately  preceding the exhibits is incorporated
herein by reference.

          Item 9. Undertakings.

          1. ITEM 512(A) OF REGULATION  S-K. The undersigned  registrant  hereby
undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement; and

                                      -3-
(iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;

          provided,  however,  that  paragraphs (i) and (ii) do not apply if the
          information  required to be included in a post-effective  amendment by
          those  paragraphs  is  contained  in  periodic  reports  filed with or
          furnished to the Commission by the  registrant  pursuant to Section 13
          or  Section  15(d)  of the  Exchange  Act  that  are  incorporated  by
          reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

          2. Item 512(b) of Regulation  S-K. The undersigned  registrant  hereby
undertakes  that, for purposes of determining any liability under the Securities
Act, each filing of the registrant's  annual report pursuant to Section 13(a) or
Section  15(d) of the  Exchange  Act that is  incorporated  by  reference in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          3. Item  512(h) of  Regulation  S-K.  Insofar as  indemnification  for
liabilities  arising  under the  Securities  Act may be permitted to  directors,
officers and  controlling  persons of the  registrant  pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange  Commission such  indemnification  is against public
policy as expressed in the Securities Act and is, therefore,  unenforceable.  In
the event that a claim for indemnification  against such liabilities (other than
the  payment by the  registrant  of  expenses  incurred  or paid by a  director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

                                      -4-
SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of East Providence,  State of Rhode Island on this 21st
day of January, 2005.

                                        NESTOR, INC.

                                        By: /s/ William B. Danzell
                                           ----------------------------
                                           William B. Danzell
                                           Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

          We, the  undersigned  officers and directors of Nestor,  Inc.,  hereby
severally  constitute  and appoint  William B.  Danzell and Nigel P. Hebborn and
each of them singly,  our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below,  the  registration  statement on Form S-8 filed  herewith and any and all
subsequent  amendments to said registration  statement,  and generally to do all
such things in our names and on our behalf in our  capacities  as  officers  and
directors to enable Nestor, Inc. to comply with the provisions of the Securities
Act of 1933, as amended,  and all  requirements  of the  Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys,  or any of them, to said  registration  statement and any
and all amendments thereto.

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

       Signature                        Title                       Date
       ---------                        -----                       ----

/s/ William B. Danzell         President                      January 21, 2005
---------------------------    Chief Executive Officer
William B. Danzell             Chairman of the
                                 Board of Directors
                               (Principal Executive Officer)

/s/ Claire M. Iacobucci        Treasurer and                  January 21, 2005
---------------------------    Chief Financial Officer
Claire M. Iacobucci            (Principal Financial and
                               Accounting Officer)

/s/ James S. Bennett           Director                       January 21, 2005
---------------------------
James S. Bennett

/s/ George L. Ball             Director                       January 21, 2005
---------------------------
George L. Ball

/s/ Albert H. Cox, Jr.         Director                       January 21, 2005
---------------------------
Albert H. Cox, Jr.

                                      -5-
/s/ Terry E. Fields            Director                       January 21, 2005
---------------------------
Terry E. Fields

/s/ David N. Jordan            Director                       January 21, 2005
---------------------------
David N. Jordan

/s/ Robert G. Flanders, Jr.    Director                       January 21, 2005
---------------------------
 Robert G. Flanders, Jr.

/s/ William J. Gilbane, Jr.    Director                       January 21, 2005
---------------------------
 William J. Gilbane, Jr.

/s/ Donald R. Sweitzer         Director                       January 21, 2005
---------------------------
 Donald R. Sweitzer

                                      -6-
INDEX TO EXHIBITS

Number                       Description
-----                        -----------

4.1                 Specimen  Certificate  for shares of Common Stock,  $.01 par
                    value,  of  the  Registrant  filed  as  Exhibit  4.1  to the
                    Company's  Registration  Statement  on Form  S-2  (File  No.
                    333-108432), filed September 2, 2003, is hereby incorporated
                    herein by reference.

5.1                 Opinion  of  Partridge  Snow  &  Hahn  LLP,  counsel  to the
                    Registrant

23.1                Consent of Carlin, Charron & Rosen LLP

23.2                Consent of Ernst & Young LLP

23.3                Consent of Partridge Snow & Hahn LLP
                    (included in Exhibit 5.1)

24.1                Power of attorney  (included on the signature  pages of this
                    registration statement)