UNITED STATES
                       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


                                December 21, 2005
- --------------------------------------------------------------------------------
                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)


                         42 ORIENTAL STREET; THIRD FLOOR
                         PROVIDENCE, RHODE ISLAND 02908
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (401) 274-5658
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
- --------------------------------------------------------------------------------
          (Former name or former address if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

  [ ]     Written  communications  pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

  [ ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

  [ ]     Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
          Exchange Act (17 CFR 240.14d-2(b))

  [ ]     Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
          Exchange Act (17 CFR 240.13e-4(c))












ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

          On December 21, 2005, we entered into a Memorandum  of Agreement  (the
"Amendment")  with  Vitronic  Machine  Vision Ltd.,  ("Vitronic"),  amending the
Distributorship  Agreement  by and between  ourselves  and  Vitronic  made as of
August 17, 2004.

The Amendment provides:

That the twelve month periods for minimum  turnovers set forth in Section I.D of
the Distributorship Agreement shall each be delayed by six months.

That for the purposes of calculating turnover for the twelve month period ending
June 30,  2006,  those  Products (as defined in the  Distributorship  Agreement)
purchased in June 2005 shall be deemed to have been purchased on July 1, 2005.

That the  initial  term of the  Distributorship  Agreement  set forth in Section
VIII.A shall be extended by six months.





                                   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/ Harold A. Joannidi
                                          --------------------------------------
                                          Harold A. Joannidi
                                          Treasurer and Chief Financial Officer


Dated:     December 21, 2005