ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

On December 19, 2008, David N. Jordan resigned from the Board of Directors of Nestor, Inc. (the "Registrant") for personal reasons. Mr. Jordan served on the Nominating Committee of the Registrant at the time of his resignation.

On December 22, 2008, George L. Ball resigned from the Board of Directors of the Registrant citing personal reasons. Mr. Ball was the Chairman of the Board of Directors and served on the Executive Committee of the Registrant at the time of his resignation.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit No. Description

99.1 Press release dated December 29, 2008

99.2 Resignation Letter of David N. Jordan

99.3 Resignation Letter of George L. Ball

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