EXHIBIT 3.1
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                            RESTATED CERTIFICATE

                                       OF

                                  INCORPORATION

                                       OF

                                  NESTOR, INC.

     FIRST: The name of the corporation is

                                  NESTOR, INC.

     SECOND:  The registered  office of the  corporation is to be located at 306

South State Street, in the City of Dover, in the County of Kent, in the State of

Delaware.  The name of its registered agent at that address is the United States

Corporation Company.

     THIRD:  The  purpose of the  corporation  is to engage in any lawful act or

activity for which a corporation may be organized under the General  Corporation

Law of Delaware.

     Without  limiting in any manner the scope and  generality of the foregoing,

it is hereby  provided that the corporation  shall have the following  purposes,

objects and powers:

          To purchase, manufacture,  produce, assemble, receive, lease or in any
     manner  acquire,  hold,  own, use,  operate,  install,  maintain,  service,
     repair,  process,  alter,  improve,  import,  export,  sell, lease, assign,
     transfer and generally to trade and deal in and with raw materials, natural
     or  manufactured  articles  or  products,  machinery,  equipment,  devices,
     systems, parts, supplies, apparatus, goods, wares, merchandise and personal
     property of every kind, nature or description, tangible or intangible, used
     or  capable  of being used for any  purpose  whatsoever,  and to engage and
     participate in any  mercantile,  manufacturing  or trading  business of any
     kind or character.

          To improve, manage, develop, sell, assign, transfer,  lease, mortgage,
     pledge or  otherwise  dispose of or turn to account or deal with all or any
     part of the property of the  corporation  and from time to time to vary any
     investment or employment of capital of the corporation.
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          To borrow  money,  and to make and  issue  notes,  bonds,  debentures,
     obligations and evidences of indebtedness of all kinds,  whether secured by
     mortgage,  pledge or otherwise,  without limit as to amount,  and to secure
     the same by  mortgage,  pledge  or  otherwise,  and  generally  to make and
     perform  agreements and contacts of every kind and  description,  including
     contracts or guaranty and suretyship.

          To lend money for its  corporate  purposes,  invest and  reinvest  its
     funds, and take, hold and deal with real and personal  property as security
     for the payment of funds so loaned or invested.

          To the same extent as natural  persons  might or could do, to purchase
     or otherwise  acquire,  and to hold,  own,  maintain,  work,  develop sell,
     lease, exchange, hire, convey, mortgage or otherwise dispose of and deal in
     lands  and  leaseholds,  and any  interest,  estate  and  rights  in a real
     property, and any personal or mixed property,  and any franchises,  rights,
     licenses or privileges necessary,  convenient or appropriate for any of the
     purposes herein expressed.

          To apply  for,  obtain,  register,  purchase,  lease or  otherwise  to
     acquire and to hold, own, use, develop,  operate and introduce and to sell,
     assign, grant licenses or territorial rights in respect to, or otherwise to
     turn to account or dispose of, any  copyrights,  trade marks,  trade names,
     brands, labels, patent rights, letters patent of he United States or of any
     other  country  or  government,  inventions,  improvements  and  processes,
     whether  used in  connection  with  or  secured  under  letters  patent  or
     otherwise.

          To participate  with others in any corporation,  partnership,  limited
     partnership,  joint  venture,  or other  association of any kind, or in any
     transaction, undertaking or arrangement which the participating corporation
     would have power to  conduct by itself,  whether or not such  participation
     involves  sharing or delegation of control with or to others;  and to be an
     incorporator,  promoter  or  manager of other  corporations  of any type or
     kind.

          To pay pensions and establish and carry out pension,  profit  sharing,
     stock option, stock purchase, stock bonus, retirement,  benefit,  incentive
     and  commission  plans,  trusts  and  provisions  for  any  or  all  of its
     directors,  officers and  employees,  and for any or all of the  directors,
     officers and employees of its  subsidiaries;  and to provide  insurance for
     its benefit on the life of any of its directors,  officers or employees, or
     on the life of any  stockholder  for the purpose of  acquiring at his death
     shares of its stock owned by such stockholders.

          To acquire by purchase,  subscription  or  otherwise,  and to hold for
     investment  or otherwise  and to use,  sell,  assign,  transfer,  mortgage,
     pledge or  otherwise  deal with or dispose  of  stocks,  bonds or any other
     obligations or securities of any corporation or  corporations;  to merge or
     consolidate with any corporation in such manner as may be permitted by law;

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     to  aid in  any  manner  any  corporation  whose  stocks,  bonds  or  other
     obligations are held or in any manner guaranteed by this corporation, or in
     which this  corporation is in any way interested;  and to do any other acts
     or things for the preservation,  protection,  improvement or enhancement of
     the value of any such stock,  bonds, or other obligations;  and while owner
     of any such stock, bonds or other obligations;  and while owner of any such
     stock,  bonds or other  obligations to exercise all the rights,  powers and
     privileges of ownership thereof,  and to exercise any and all voting powers
     thereon;  and to  guarantee  the payment of dividends  upon any stock,  the
     principal or interest or both, of any bonds or other  obligations,  and the
     performance of any contracts.

          To do all  and  everything  necessary,  suitable  and  proper  for the
     accomplishment  of any  of the  purposes  or the  attainment  of any of the
     objects or the  furtherance  of any of the powers  hereinbefore  set forth,
     either  alone  or  in  association  with  other   corporations,   firms  or
     individuals,  and to do every other act or acts, thing or things incidental
     or  appurtenant  to or  growing  out of or  connected  with  the  aforesaid
     business or powers or any part or parts  thereof,  provided the same be not
     inconsistent with the laws under which this corporation is organized.

          The business or purpose of the  corporation is from time to time to do
     any one or more of the acts and things  hereinabove set forth, and it shall
     have power to conduct and carry on its said business,  or any part thereof,
     and to  have  one  or  more  offices,  and  to  exercise  any or all of its
     corporate powers and rights,  in the State of Delaware,  and in the various
     other states, territories,  colonies and dependencies of the United States,
     in the District of Colombia, and in all or any foreign countries.

          The enumeration  herein of the objects and purposes of the corporation
     shall be  construed as powers as well as objects and purposes and shall not
     be deemed to exclude by inference any powers, objects or purposes which the
     corporation  is empowered to  exercise,  whether  expressly by force of the
     laws of the State of Delaware now or  hereafter in effect,  or impliedly by
     the reasonable construction of the said laws..

          FOURTH:  The total  number of  shares of stock  which the  Corporation

     shall have  authority to issues is Twenty  Million  (20,000,000)  shares of

     Common Stock, par value $.01 per share (hereinafter  called "Common Stock")

     and Ten Million (10,000,000) shares of Preferred Stock, par value $1.00 per

     share (hereinafter  called "Preferred  Stock").  The Preferred Stock may be

     issued  from  time to time in  series  and  shall  be so  designated  as to

     distinguish  the shares  thereof from the shares of all other  series.  All

     shares of Preferred Stock shall be identical except as expressly determined


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     by the board of directors pursuant to this Article.  The board of directors

     is vested with  authority to establish  and  designate  series,  to fix the

     number of shares therein, and before issuance of any shares of a particular

     series,  to fix the variations  and the relative  rights,  preferences  and

     limitations  as  between  series  including  the  dividend  rate,   whether

     dividends  shall be cumulative  and if so from which date or dates,  voting

     rights, liquidation rights, the redemption price or prices, if any, and the

     terms and conditions of the redemption, any sinking fund provisions for the

     redemption  or  purchase  of the  shares of the  series,  and the terms and

     conditions on which the shares are convertible, if they are convertible.

          Pursuant  to the  authority  conferred  by this  Article  FOURTH,  the

     following  series of  Preferred  Stock  has been  designated,  such  series

     consisting of such number of shares,  with such voting powers and with such

     designations,  preferences and relative,  participating,  optional or other

     special rights, and qualifications, limitations or restrictions therefor as

     are stated and  expressed  in  Exhibit A attached  hereto and  incorporated

     herein by reference:

          Exhibit A: Series B Convertible Preferred Stock

          FIFTH: The following provisions are inserted for the management of the

     business  and for the  conduct of the affairs of the  corporation,  and for

     further  definition,  limitation  and  regulation  of  the  powers  of  the

     corporation and of its directors and stockholders:

          (1) The number of directors of the  corporation  shall be such as from

     time to time shall be fixed by, or in the manner  provided in the  by-laws.

     Election of directors need not be by ballot unless the by-laws so provide.

          (2) The Board of Directors shall have power without the assent or vote

     of the stockholders to make, alter, change, add to or repeal the by-laws of

     the  corporation;  to fix and vary the amount to be reserved for any proper

     purpose; to authorize and cause to be executed mortgages and liens upon all


<PAGE>

     or any part of the property of the  corporation;  to determine  the use and

     disposition  of any  surplus or net  profits;  and to fix the times for the

     declaration and payment of dividends.

          (3) The directors in their  discretion  may submit any contract or act

     for approval or ratification  at any annual meeting of the  stockholders or

     at any meeting of the  stockholders  called for the purpose of  considering

     any such act or contract, and any contract or act that shall be approved or

     be  ratified  by the vote of the  holders of a majority of the stock of the

     corporation  which is represented in person or by proxy at such meeting and

     entitled to vote thereat  (provided that a lawful quorum of stockholders be

     there  represented  in person or by proxy) shall be as valid and as binding

     upon the  corporation  and upon all the  stockholders as though it had been

     approved or ratified by every  stockholder of the  corporation,  whether or

     not the contract or act would  otherwise be open to legal attack because of

     directors' interest, or for any other reason.

          (4) In  addition  to the powers  and  authorities  hereinbefore  or by

     statute  expressly  conferred upon them, the directors are hereby empowered

     to  exercise  all such  powers  and do all such  acts and  things as may be

     exercised  or  done  by  the  corporation;  subject,  nevertheless,  to the

     provisions  of the statutes of Delaware,  of this  certificate,  and to any

     by-laws from time to time made by the stockholders; provided, however, that

     no by-laws so made shall  invalidate  any prior act of the directors  which

     would have been valid if such by-law had not been made.

          SIXTH: The corporation  shall, to the full extent permitted by Section

     145 of the Delaware General  Corporation Law, as amended from time to time,

     indemnify all persons whom it may indemnify pursuant thereto.

          SEVENTH: Whenever a compromise or arrangement is proposed between this

     corporation  and its  creditors  or any class of them and/or  between  this


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     corporation  and its  stockholders  or any  class  of  them,  any  court of

     equitable jurisdiction within the State of Delaware may, on the application

     in a summary way of this  corporation  or of any  creditor  or  stockholder

     thereof or on the  application  of any receiver or receivers  appointed for

     this  corporation  under the  provisions  of Section  291 of Title 8 of the

     Delaware Code or on the  application  of trustees in  dissolution or of any

     receiver or receivers  appointed for this corporation  under the provisions

     of  Section  279 of Title 8 of the  Delaware  Code,  order a meeting of the

     creditors  or  class  of  creditors,  and/or  of the  stockholders  of this

     corporation,  as the case may be, to be summoned in such manner as the said

     court directs. If a majority in number representing  three-fourths in value

     of the creditors or class of creditors, and/or of the stockholders or class

     of  stockholders  of this  corporation,  as the case  may be,  agree to any

     compromise or arrangement and to any  reorganization of this corporation as

     consequence  of such  compromise  or  arrangement,  the said  compromise or

     arrangement and the said  reorganization  shall, if sanctioned by the court

     to which  the  said  application  has  been  made,  be  binding  on all the

     creditors or class of creditors, and/or on all the stockholders or class of

     stockholders,  of this  corporation,  as the case may be,  and also on this

     corporation.

          EIGHTH: The corporation  reserves the right to amend, alter, change or

     repeal any provision  contained in this certificate of incorporation in the

     manner  now or  hereafter  prescribed  by law,  and all  rights  and powers

     conferred  herein on  stockholders,  directors  and officers are subject to

     this reserved power.

          NINTH:  No Director shall be personally  liable to the  corporation or

     any  stockholder  for  monetary  damage 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 amendments  thereto or successor


<PAGE>

     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. Neither the amendment

     nor  repeal of this  Article,  nor the  adoption  of any  provision  of the

     certificate  of  incorporation   inconsistent  with  this  Article,   shall

     eliminate  or reduce  the  effect of this  Article in respect of any matter

     occurring, or any cause of action, suit or claim that, but for this Article

     would accrue or arise,  prior to such  amendment,  repeal or adoption of an

     inconsistent provision.

          IN WITNESS WHEREOF,  this Restated  Certificate of which only restates

     and integrates and does not further amend the provisions of the Certificate

     of Incorporation of this Corporation as heretofore amended or supplemented,

     there being no discrepancies between those provisions and the provisions of

     this Restated Certificate of Incorporation, and it having been duly adopted

     by the  Corporation's  Board of Directors in accordance with Section 245 of

     the  Delaware  General  Corporation  Law,  has  been  executed  by its duly

     authorized officer this 29th day of March, 2004.

                                   NESTOR, INC.



                                   By:  /s/ Nigel P. Hebborn
                                        --------------------------------------
                                        Name:  Nigel P. Hebborn
                                        Title: Chief Financial Officer

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                                    EXHIBIT A
                                    ---------


                       Designation, Rights And Preferences
                   of the Series B Convertible Preferred Stock
                         $1.00 Par Value Of Nestor, Inc.

          The voting  powers,  preferences  and rights of the Series B Preferred
Stock of the Corporation ("Series B Convertible Preferred") are as follows:

          1.  DESIGNATION  AND  AMOUNT.  The number of shares  constituting  the
series designated as Series B Convertible Preferred shall be 3,000,000.

          2. DIVIDENDS.  The holders of the Series B Convertible Preferred shall
be entitled to receive,  when and as declared by the Board of  Directors  of the
Corporation, dividends (or other distributions) equal to the amount of dividends
(or other  distributions)  declared  and paid on the  number of shares or Common
Stock,  $.01 par value,  of the  Corporation  ("Common  Stock")  into which such
shares of the Series B Convertible Preferred may be converted.

          3. CONVERSION RIGHTS.

             (a) Subject to  adjustment  as provided for by this Section 3, each
share of the Series B Convertible Preferred shall be convertible,  at the option
of the  holder,  at any time and from  time to  time,  into one  fully  paid and
nonassessable share of the Corporation's Common Stock.

             (b) In  order  to  convert  any  shares  of  Series  B  Convertible
Preferred  into  Common  Stock,  the  holder  shall give  written  notice to the
Corporation  setting forth the number of shares to be converted and  accompanied
by a certificate  for the Series B Convertible  Preferred to be converted  (duly
endorsed) to the Corporation,  whereupon the holder shall be deemed to subscribe
for the amount of Common  Stock  which the holder  shall be  entitled to receive
upon  conversion,  and the  Corporation  shall be deemed to accept the shares of
Series  B  Convertible  Preferred  being  surrendered  in  full  payment  of the
subscription  price  for  the  shares  of  Common  Stock  to be  delivered  upon
conversion.

             (c) The  Corporation,  as  soon an  practicable,  after  notice  of
conversion  and  surrender  of the  certificate  for the  Series  B  Convertible
Preferred  being  converted,  shall deliver to the holder a certificate  for the
number of shares of Common  Stock to which a holder is entitled.  Conversion  of
the shares of Series B Convertible  Preferred  shall be deemed to have been made
as of the date of  surrender  of the  certificate  for the Series B  Convertible
Preferred  being  converted,  and the holder of such shares shall be treated for
all purposes as the record holder of Common Stock as of that date.

             (d) The  conversion  provided for by section 3(a) shall be adjusted
as follows:
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                 (i) If the Corporation  shall: (A) declare or pay a dividend or
make any other  distribution  on its Common Stock in shares of its Common Stock;
(B) subdivide its outstanding  Common Stock into a greater number of shares;  or
(C) combine its  outstanding  Common Stock into a smaller number of shares,  the
conversion  privilege  in  effect  at the  time  of the  record  date  of such a
dividend,  subdivision,  or combination  shall be adjusted so that the holder of
the Series B Convertible  Preferred  surrendered for conversion  after such time
shall be  entitled  to receive  the number of shares of Common  Stock  which the
holder would have been entitled to receive had the holder  converted such shares
of Series B Convertible  Preferred  immediately prior to the record date for the
event giving rise to the adjustment.

                 (ii) If the Corporation shall consolidate or merge with or into
any other  corporation or other entity, or sell or transfer all or substantially
all  of its  assets  to  any  other  entity  or  person,  or  effect  a  capital
reorganization or reclassify its shares of Common Stock,  then, and in each such
case,  adequate  provision  shall be made  whereby  each  holder of the Series B
Convertible Preferred then outstanding upon exercise of the conversion privilege
shall be entitled to receive the kind and amount of  securities,  cash and other
property  which such holder  would have been  entitled to receive had the holder
converted the Series B Convertible  Preferred held immediately prior to any such
consolidation,  merger, sale, transfer,  reorganization or reclassification.  In
any such case appropriate provision shall be made with respect to the rights and
interests of such holder of Series B  Convertible  Preferred to the end that the
provisions  hereof  shall  thereafter  be  applicable,  as  nearly as may be, in
relation  to any  shares  of  stock,  securities  or other  property  thereafter
deliverable upon the exercise of such conversion privilege;  and, as a condition
of any such  consolidation,  merger,  or conveyance,  any  corporation or entity
shall  become  successor  to the  Corporation  by reason of such  consolidation,
merger or conveyance shall expressly assume the obligation to deliver,  upon the
exercise of the conversion privilege,  such shares of stock, securities or other
property or  consideration  as the holders of shares of the Series B Convertible
Preferred Stock shall be entitled to receive pursuant to the provisions  hereof.
The foregoing  provisions  shall similarly apply to successive  classifications,
reclassifications,  or other  reorganizations and to successive  consolidations,
mergers, and conveyances of or by any such successor.

                 (iii) If, as a result of any  adjustment  made pursuant to this
Section 3(d), the holder of Series B Convertible Preferred shall become entitled
to receive upon conversion any shares of capital stock of the Corporation  other
than shares of its Common Stock, the number of such other shares receivable upon
conversion  shall be adjusted from time to time in a manner  consistent with the
adjustment provided for by this Section 3.

                 (iv)  Whenever  any  adjustment  is  required  in the number of
shares of Common Stock or other  capital stock into which each share of Series B
Convertible  Preferred is convertible,  the Corporation shall: (A) file with its
stock record books a statement  describing in reasonable  detail the  adjustment
and the calculation used in determining that adjustment;  and (B) deliver a copy
of that statement to the holder of record of Series B Convertible Preferred.

             (e) The  Corporation  shall take all steps necessary to reserve and
keep available a number of its  authorized  but unissued  shares of Common Stock

<PAGE>

sufficient for issuance upon  conversion of the Series B Convertible  Preferred,
for issuance upon  conversion of any other  securities  convertible  into Common
Stock,  and for issuance upon exercise of any  outstanding  rights,  warrants or
options to purchase  Common  Stock.  All shares of Common  Stock issued upon the
conversion of shares of Series B Convertible  Preferred  shall be validly issued
and fully paid and nonassessable.

             (f) The  Corporation  shall pay any taxes  that may be  payable  in
respect of the issue or delivery of shares of Common Stock on conversion.

          4. LIQUIDATION RIGHTS. Upon the dissolution, liquidation or winding up
of the Corporation,  whether  voluntary or involuntary,  the holder of shares of
the Series B  Convertible  Preferred  shall be  entitled  to receive  out of the
assets of the Corporation available for distribution to stockholders, the amount
of $1.00 per share, plus an amount equal to all dividends on such shares accrued
but unpaid,  after the holders of any other stock ranking senior to the Series B
Convertible  Preferred  upon  liquidation,  dissolution  or  winding  up of  the
Corporation have received the preferential amount to which they are entitled and
before any payment or  distribution  shall be made on the Common Stock or on any
other class of stock ranking  junior to the Series B Convertible  Preferred upon
liquidation,  dissolution or winding up of the Corporation. For purposes of this
Section 4, the merger or  consolidation  of the Corporation with another entity,
or the sale by the  Corporation  of any part of its assets to any other  entity,
shall  not be deemed  to be a  liquidation,  dissolution  or  winding  up of the
Corporation.  If the assets of the Corporation available for distribution to the
holders of shares of the Series B Convertible Preferred shall be insufficient to
pay in full all amounts to which such  holders  are  entitled,  no  distribution
shall  be made  to  holders  of  shares  of any  other  class  of  stock  of the
Corporation  ranking an a parity  with the  shares of the  Series B  Convertible
Preferred upon liquidation,  dissolution or winding up of the Corporation unless
proportionate distributive amounts shall be paid to the holders of the shares of
the  Series  B  Convertible  Preferred,  ratably,  in  proportion  to  the  full
distributable  amounts  to which  holders of all such  other  parity  shares are
entitled. After payment in full of the preferential amounts provided for in this
Section 4, the holders of the Series B Convertible  Preferred as such shall have
no right or claim to any of the remaining assets of the Corporation. The holders
of the Series B Convertible Preferred shall rank an a parity with the holders of
the Series A Preferred of the Corporation upon the  liquidation,  dissolution or
winding up of the  Corporation  subject to the  provisions of this Section 4 and
the Liquidation Rights of the holders of the Series A Preferred.

          5. VOTING RIGHTS. The holders of Series B Convertible  Preferred shall
be entitled to one (1) vote for each share of Common Stock into which the Series
B Convertible Preferred shall be convertible as provided for by Section 3 hereof
on all matters  submitted to a vote of  stockholders of the Company and shall be
entitled and receive  notice of meetings of  stockholders  of the Company and of
stockholder  consents;  and the  holders of the Series B  Convertible  Preferred
shall have the same  voting  rights on a share for share basis as the holders of
the Common  Stock,  and the holders of the Common Stock and Series B Convertible
Preferred shall vote together as one class on all matters submitted to a vote of
stockholders of the Company.