EXHIBIT 31.2
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      CERTIFICATION REQUIRED BY EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A),


                             AS ADOPTED PURSUANT TO


                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Claire M. Iacobucci, certify that:

1.   I have reviewed this annual report on Form 10-K of Nestor, Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:

               a) designed such disclosure  controls and  procedures,  or caused
               such disclosure  controls and procedures to be designed under our
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this annual report is being prepared;

               b)  [paragraph   omitted  in  accordance   with  SEC   transition
               instructions contained in SEC Release 34-47986]


               c) evaluated the  effectiveness  of the  registrant's  disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and

               d)  disclosed  in this  report  any  change  in the  registrant's
               internal  control over financial  reporting that occurred  during
               the  registrant's  most recent fiscal  quarter (the  registrant's
               fourth fiscal  quarter in the case of an annual  report) that has
               materially  affected,  or  is  reasonably  likely  to  materially
               affect,   the   registrant's   internal  control  over  financial
               reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):

               a) all significant  deficiencies  and material  weaknesses in the
               design or operation of internal control over financial  reporting

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               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

               b) any fraud,  whether or not material,  that involves management
               or  other   employees  who  have  a   significant   role  in  the
               registrant's internal controls over financial reporting.


Date: March 30, 2005


/s/ Claire M. Iacobucci
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Claire M. Iacobucci, Treasurer and Chief Financial Officer