As filed with the Securities and Exchange Commission
                               On October 3, 2003
                                Registration No.
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-3

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                FONAR CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

   Delaware                           3845                         11-2464137
----------------                ----------------                ----------------
(State or other                 Primary Standard                (I.R.S. Employer
jurisdiction of                 Industrial                      Identification
incorporation or                Classification                  No.)
organization)                   Code Number

                                110 Marcus Drive
                            Melville, New York 11747
                                 (631) 694-2929
--------------------------------------------------------------------------------
               (Address, including zip code, and telephone number
                  of registrant's principal executive offices)

                            Raymond V. Damadian, M.D.
                                FONAR CORPORATION
                                110 Marcus Drive
                            Melville, New York 11747
                                 (631) 694-2929
--------------------------------------------------------------------------------
    (Name, address, including zip code, and telephone number, including area
    code, of agent for service) Please send copies of all communications to:

                              Henry T. Meyer, Esq.
                                FONAR Corporation
                                110 Marcus Drive
                            Melville, New York 11747
                                 (631) 694-2929
                            ------------------------

     Approximate  date of  commencement  of proposed sale to the public:  At any
time  and  from  time to time  after  the  effective  date of this  Registration
Statement

                                     Page 1


         If the only securities  being registered on this Form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [ ]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [ X ]

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering: [ ]

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering: [ ]

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]

                         CALCULATION OF REGISTRATION FEE

                                     Proposed        Proposed
Title of                             maximum         maximum
each class of        Amount          offering        aggregate      Amount of
securities to        to be           price           offering       registration
be registered        registered      per unit        price          fee
--------------------------------------------------------------------------------
Common Stock(1)
Par value
$0.0001
per share            5,000,000        $1.54          $7,700,000     $622.93
--------------------------------------------------------------------------------
1) Pursuant to Rule 457, subsection (c):  Specified date: September 30, 2003

The registrant hereby amends this  registration  statement on such date or dates
as may be necessary to delay its effective date until the registrant  shall file
a further amendment which specifically  states that this registration  statement
shall  thereafter  become  effective  in  accordance  with  Section 8 (a) of the
Securities  Act of  1933  or  until  the  registration  statement  shall  become
effective on such date as the Commission  acting pursuant to said Section 8 (a),
may determine.

                                     Page 2


PROSPECTUS
----------
                                5,000,000 Shares

                                FONAR CORPORATION

                                  Common Stock

     This  prospectus  will  allow us to  offer  and  sell to the  public  up to
5,000,000 shares of our common stock from time to time in one or more issuances.

     We may sell the  shares in open  market  transactions  from time to time at
market prices through dealers,  brokers,  or agents, to underwriters or dealers,
or  directly  to  investors.  See  "PLAN  OF  DISTRIBUTION"  at  page 12 of this
prospectus for a more detailed  discussion of the manner in which the shares may
be sold.

     Our common  stock is traded on the Nasdaq Small Cap Market under the symbol
"FONR." On September  30,  2003,  the last  reported  sales price for our common
stock was $1.54 per share.

     This prospectus  provides you with a general description of the shares that
we may offer. Each time we sell shares, we will provide a prospectus  supplement
that will contain  specific  information  about the terms of that offering.  The
prospectus  supplement may also add, update or change  information  contained in
this  prospectus.  You  should  read both  this  prospectus  and any  prospectus
supplement  together with  additional  information  described  under the heading
"Where You Can Find More Information" before you make your investment decision.

     Investing  in our common stock  involves a high degree of risk.  You should
consider carefully the risk factors described in this prospectus before making a
decision to purchase our stock. See "RISK FACTORS" at page 7 of this prospectus.

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                The Date of this Prospectus is October __, 2003.

     You may rely only on the  information  contained in this  prospectus and in
any prospectus supplement,  including the information incorporated by reference.
We have not authorized anyone to provide information or to make  representations
not contained in this  prospectus.  This  prospectus is neither an offer to sell
nor a solicitation of an offer to buy any securities other than those registered
by this prospectus,  nor is it an offer to sell or a solicitation of an offer to
buy securities  where an offer or  solicitation  would be unlawful.  Neither the
delivery of this prospectus, nor any sale made under this prospectus, means that
the information contained in this prospectus is correct as of any time after the
date of this prospectus. TABLE OF CONTENTS

                                     Page 3


ABOUT  THIS PROSPECTUS.........................................................4
ABOUT FONAR....................................................................4
RISK FACTORS...................................................................7
FORWARD LOOKING STATEMENTS....................................................12
USE OF PROCEEDS...............................................................12
PLAN OF DISTRIBUTION .........................................................12
LEGAL MATTERS.................................................................15
EXPERTS.......................................................................15
INDEMNIFICATION ..............................................................16
WHERE YOU CAN FIND MORE INFORMATION...........................................16
INCORPORATION OF INFORMATION WE FILE WITH THE SEC...... ......................16

                              ABOUT THIS PROSPECTUS

     This prospectus is part of a registration  statement that we filed with the
Securities and Exchange Commission using a "shelf" registration  process.  Under
this  shelf  process  we may  issue  and sell  from  time to time in one or more
offerings up to 5,000,000 shares of our common stock in the aggregate.

     Each time we sell shares of our common stock,  we will provide a prospectus
supplement  that  will  contain  specific  information  about  the terms of that
offering.  The prospectus  supplement may also add, update or change information
contained  in this  prospectus.  You should  read both this  prospectus  and any
prospectus  supplement together with the additional  information described below
under the heading "Where You Can Find More Information."

     The  registration  statement that contains this  prospectus,  including the
exhibits to the  registration  statement  and the  information  incorporated  by
reference,  contains additional information about the common stock offered under
this prospectus.  The  registration  statement can be read at the Securities and
Exchange  Commission's  web site or at the  Securities  and Exchange  Commission
offices mentioned below under the heading "Where You Can Find More Information."

                             ABOUT FONAR CORPORATION

     At Fonar we design, manufacture and market magnetic resonance imaging (MRI)
scanners.  MRI scanners use magnetic fields to generate images of organs,  bones
and tissue  inside the human body.  The MRI scanner uses a magnetic  field which
causes  the  hydrogen  atoms in  tissue  to align.  When the  magnetic  force is
withdrawn,  the atoms fall out of alignment  emitting  radio signals as they do.
The speed at which the atoms fall out of  alignment,  or  "relaxation  time" and
radio signals vary  depending on the type of tissue and whether any pathology is
present.  The radio signals provide the data from which the scanner's  computers
generate an image of the body part being scanned.

                                     Page 4


     Fonar offers the following MRI scanners:  the Stand-Up(TM)  MRI,  QUAD(TM),
Fonar-360(TM)  and Echo(TM).  The QUAD-S(TM) MRI, a  work-in-progress,  also has
received FDA clearance to market.

     The Stand-Up(TM) MRI allows patients to be scanned while standing, bending,
sitting  or lying  down.  This means that an  abnormality  or injury,  such as a
slipped disc, will be able to be scanned under full  weight-bearing  conditions,
or, more often than not, in the position in which the patient  experiences pain.
An elevator built into the floor brings the patient to the desired height in the
scanner.  An  adjustable  bed allows the patients to stand,  sit or lie on their
backs, sides or stomachs, at an intermediate angle or in any of the conventional
recumbent positions.  In the future, the Stand-Up(TM) may also be useful for MRI
directed surgical procedures.

     The Fonar 360 is an enlarged room sized magnet in which the floor,  ceiling
and walls of the room are part of the magnet frame.  Consequently,  this scanner
allows 360 degree access to the patient.  The Fonar 360 is presently marketed as
a diagnostic scanner and is sometimes referred to as the Open Sky MRI.

     In the future,  we may also further develop the Fonar 360 to function as an
operating room. We sometimes refer to this contemplated version of the Fonar 360
as the OR-360.

     The QUAD  scanner is  supported  by four  posts and is open on four  sides,
thereby allowing access to the scanning area from four sides.

     The QUAD-S is a superconductive version of our open magnet.

     Fonar also offers a low cost, low field open MRI scanner, the Echo.

     In addition to manufacturing MRI scanning  systems,  we formed a subsidiary
in 1997, Health Management Corporation of America, which we sometimes call HMCA.
HMCA is engaged in the business of managing MRI imaging  facilities and physical
rehabilitation  and  therapy   practices.   HMCA  provides  and  supervises  the
non-medical  personnel  for the clients at their sites.  At HMCA we also provide
our clients centralized billing, collection, marketing, advertising,  accounting
and  financial  services.  We also provide  office  equipment  and  furnishings,
consumable supplies and in some cases the office space used by our clients.  All
of  HMCA's  client  professional  corporations  are  owned by  Fonar's  founder,
President and Chairman of the Board, Dr. Raymond V. Damadian.

     HMCA  currently  manages 11 MRI  facilities  and six  physical  therapy and
rehabilitation practices. In April 2003, HMCA sold its subsidiary, A&A Services,
Inc. which managed primary care medical practices. For the 2003 fiscal year, the
revenues  HMCA  recognized  from the MRI  facilities  were  $13,497,837  and the
revenues recognized from the physical therapy and rehabilitation  practices were
$9,435,000.  The revenues  recognized  from the  management  of the primary care
medical practices were $1,179,095  through April 9, 2003, when we sold this part
of our business. These revenues and the results of the operation of this part of
our business  are part of  discontinued  operations  and are not included in our
discussion of the results of our  consolidated or HMCA's  operations for current
or prior periods. Since this sale of A&A Services,  Inc., none of HMCA's clients
are parties to capitated or other risk  sharing  plans with HMO's,  managed care
companies or other insurers.

                                     Page 5


     Approximately 56.6% of our consolidated  revenues for the fiscal year ended
June 30,  2003 and 37.4% for the fiscal  year ended June 30,  2002 were from our
medical equipment segment.  Approximately 43.4% of our consolidated revenues for
the fiscal year ended June 30, 2002 and 62.6% for the fiscal year ended June 30,
2002 were from HMCA's management services.

     This change is  principally  due to the increased  sales  revenues from our
Stand-Up(TM) MRI scanners,  which increased from $11.1 million in fiscal 2002 to
$24.3  million in fiscal 2003.  Overall,  revenues  attributable  to our medical
equipment  segment increased by 85.2% to $30.0 million in fiscal 2003 from $16.2
million in fiscal 2002,  which  includes an increase in product sales of 115% to
24.9  million  in fiscal  2003 from  $11.6  million  in  fiscal  2002.  Revenues
attributable to HMCA's  continuing  operations  declined,  however,  by 15.1% to
$22.9 million in fiscal 2003 from $27.0 million in fiscal 2002.  The decrease in
revenues  reflected  a  decline  in MRI scan  volume  prior to  upgrading  older
scanners  and the  closing of certain MRI  facilities  and other  facilities  we
managed. Presently, HMCA manages three MRI facilities equipped with Stand-Up(TM)
MRI scanners and has leased space in Boca Raton,  Florida for a new Stand-Up(TM)
MRI facility to replace the existing MRI facility in Deerfield Beach, Florida.

     Approximately  58% of our consolidated  revenues and 99% of HMCA's revenues
for the fiscal year ended June 30, 2003 and 78% of our consolidated revenues and
99% of HMCA's revenues for the fiscal year ended June 30, 2002 were derived from
professional  corporations  and other  entities  controlled  by Dr.  Raymond  V.
Damadian or members of his family.  The  consolidated  revenues include revenues
from sales and service by Fonar to such  entities:  $7.7 million for fiscal 2003
and $6.5 million for fiscal 2002. Confirming our expectation of increased demand
for our MRI scanners, product sales revenues in the medical equipment segment to
unrelated  parties  increased by 228% in fiscal 2003 to $17.7  million from $5.4
million in fiscal 2002.  This is the  principal  reason for the reduction of the
percentage of our revenues derived from sales to related parties.

     Our address is 110 Marcus Drive,  Melville,  New York 11747,  our telephone
number there is (631) 694-2929 and our Internet address is http://www.fonar.com.

     HMCA's address is at 6 Corporate  Center Drive,  Melville,  New York 11747,
its  telephone  number  there is (631)  694-2816  and its  internet  address  is
www.hmca.com.


                                  RISK FACTORS

An investment in our stock is high risk. You should carefully  consider the risk
factors  in this  prospectus  before  deciding  whether to  purchase  the shares
offered. See "RISK FACTORS."

                                     Page 6


                                  RISK FACTORS

     An investment in Fonar is highly  speculative  and subject to a high degree
of risk. Therefore,  you should carefully consider the risks discussed below and
other  information  contained in this  prospectus  before  deciding to invest in
shares of our common stock.

1.   We have and continue to experience significant losses.

     For the fiscal years ended June 30, 2003 and June 30, 2002, we  experienced
net losses of $15.0  million and $22.9  million  respectively  and net operating
losses  from   continuing   operations  of  $15.1  million  and  $14.4  million,
respectively.  Total net losses from  continuing  operations for fiscal 2003 and
fiscal 2002 were $15.2 million and $17.0 million  respectively.  In fiscal 2003,
we  recognized  a total net gain of $194,000  from  discontinued  operations  as
compared to a loss of $5.9 million in fiscal  2002.  The gain in fiscal 2003 was
attributable  to a gain of $510,000  realized from the sale of the  discontinued
operations.  We have been able to fund our losses to date from the $7,125,000 in
funding received from The Tail Wind Fund Ltd. between May, 2001 and August, 2002
and the $128.7  million  judgment,  net $77.2  million  after  attorney's  fees,
received from General Electric  Company in 1997 for patent  infringement and the
settlement  proceeds  from  other  patent  litigation   settlements  with  other
competitors.  The terms of these  settlement  agreements are required to be kept
confidential.  More  recently,  we have improved our liquidity and cash position
not only through revenues generated by the sale of Stand-Up(TM) MRI scanners but
by the issuance of 5,433,077  shares of our common stock in connection  with the
payment of vendors and  suppliers of goods and services.  The greater  number of
these shares were used in lieu of cash to pay the costs of manufacturing our MRI
scanners.  As of June 30, 2003, our balance sheet reflected  approximately  $9.3
million in cash and cash  equivalents and $5.8 million in marketable  securities
out of total current assets of $35.3 million as compared to  approximately  $7.5
million in cash or cash  equivalents  and $5.6 million in marketable  securities
out of total  current  assets of $45.1  million as of June 30, 2002.  We believe
that we will be able to reverse our operating losses by continuing the marketing
of our new MRI  scanners,  particularly  our  Stand-Up(TM)  MRI  scanners.  HMCA
operating  losses from continuing  operations  have  increased,  however to $3.8
million in fiscal 2003 from $1.1  million in fiscal  2002.  Contributing  to the
operating  loss of HMCA,  was an  impairment  loss of $795,235  on a  management
agreement with an  unprofitable  physical  rehabilitation  and therapy  facility
which ceased  operations in the beginning of the second  quarter of fiscal 2003.
Since that time all HMCA  managed  facilities  have been owned by Dr.  Damadian.
Although we are optimistic that we can restore HMCA to profitability principally
by upgrading  scanners at MRI facilities we manage to Stand-Up(TM) MRI scanners,
only three of our 11 managed MRI facilities have the Stand-Up(TM) MRI. There can
be no assurance, however, that we can reverse our operating losses.

2.   Fonar is dependant on the success of its new products to become profitable.

     Our ability to generate future operating profits will depend on our ability
to market and sell our of MRI products. The Stand-Up(TM) MRI, Fonar 360 and Echo
scanners have all been  introduced  into the market.  Although we are optimistic
that these scanners'  features will make them competitive,  and we perceive that
the  Stand-Up(TM)  MRI is successfully  penetrating the market,  there can be no
assurance as to the degree or timing of market acceptance of these products.  We
have received orders,  however,  for 20 Stand-Up(TM) MRI scanners in fiscal 2002
and orders for 22  Stand-Up(TM)  MRI Scanners in fiscal 2003.  Revenues from the
sales of QUAD scanners,  introduced in 1995, had not been sufficient to generate
operating profits. The product we now are currently promoting most vigorously is
the  Stand-Up(TM)  MRI. We believe the  Stand-Up(TM)  MRI is the most  promising
because  it  enables  scans  to be  performed  on  patients  in  weight  bearing
positions, such as sitting, standing or lying at an intermediate angle or in any
of the conventional recumbent positions.  The following chart shows the revenues
attributable to each model during fiscal year 2003 and fiscal year 2002.  Please
note  that we  recognize  the  revenue  on  scanner  sales  on a  percentage  of
completion  basis.  This means we book  revenue not as cash is received or sales
are made, but as the scanner is built.  Consequently,  the revenues for a fiscal
period do not necessarily relate to the orders placed in that period.

                                     Page 7



                               Revenues Recognized
                               -------------------

                Model              Fiscal Year         Fiscal Year
                                      2003                 2002

                Stand-Up            $24,298,460       $ 11,089,675
                Fonar 360                     0                  0
                QUAD                $         0                  0
                Echo                $         0                  0
                Beta (used)         $   100,000       $    361,000

3.   We must  compete in a highly  competitive  market  against competitors with
greater financial resources than we have.

     The medical equipment  industry is highly  competitive and characterized by
rapidly changing  technology and extensive research and development.  The market
demand for a continuing  supply of new and improved products requires that we be
engaged  continuously  in research and  development.  New products  also require
continuous retooling or at least modifications to our manufacturing  facilities,
and our sales and marketing force must  continuously  adjust to new products and
product  features.  This is highly  expensive and companies  with  substantially
greater  financial  resources  than we have engage in the  marketing of magnetic
resonance   imaging   scanners  which  compete  with  the  Company's   scanners.
Competitors include large,  multinational  companies or their affiliates such as
General Electric Company,  Siemens A.G., Philips N.V.,  Toshiba  Corporation and
Hitachi  Corporation.  There can be no assurance  that Fonar's  products will be
able to successfully compete with products of its competitors.

4.   The  success of some of the  businesses  purchased  by HMCA  depends on the
     continued employment of the former owners of those businesses.

     The businesses acquired by HMCA are essentially service organizations whose
continued  success  depends  on  retaining  and  developing   existing  business
relationships. Although these acquisitions have been essentially integrated with
the business of HMCA,  or in the case of the  management of primary care medical
practices,  discontinued,  some  of  these  relationships  still  depend  on the
personal  efforts of key  persons in the  acquired  company.  HMCA has  retained
certain of these key people  through  employment  agreements  which include both
noncompetition covenants and financial incentives. Nevertheless, there can be no
assurance  that these key people will  remain as  employees  or produce  results
sufficient to make the acquired companies profitable.

                                     Page 8


5.   HMCA'S profitability depends on its ability to successfully perform billing
     and collection services for its clients.

     HMCA performs billing and collection services for the medical practices and
MRI facilities it manages.  The viability of HMCA's clients and their ability to
remit  management fees to HMCA depends on HMCA's ability to collect the clients'
receivables.  Collectibility of these  receivables can be adversely  affected by
the  longer  payment  cycles and  rigorous  informational  requirements  of some
insurance  companies  or  other  third  party  payors.  Proper   authorizations,
referrals  and  confirmation  of  coverage  for  patients,  as well as issues of
medical  necessity,  need to be addressed  prior to the  rendering of service to
assure prompt payment of claims. HMCA believes it is properly addressing billing
and collection  requirements  and issues for its clients and that its collection
rates are good.  Nevertheless,  the regulations and  requirements  applicable to
medical billing and collections could change in the future and result in reduced
or  delayed  collections.  Approximately  99%  of  the  receivables  billed  and
collected by HMCA in fiscal 2003 were from  professional  corporations  owned by
Raymond V. Damadian.

6.   The profitability of HMCA could be adversely  affected if medical insurance
     reimbursement rates change.

     HMCA receives substantially all of its revenue from physician practices and
providers of MRI services.  Consequently,  HMCA would be indirectly  affected by
changes in medical  insurance  reimbursement  policies,  HMO policies,  referral
patterns,  no-fault  and  workers  compensation  reimbursement  levels and other
factors affecting the  profitability of a medical practice or MRI facility.  The
types of  medical  providers  served  by HMCA are MRI  facilities  and  physical
therapy and rehabilitation practices. There are 11 MRI facilities served by HMCA
located  in  New  York,   Florida  and  Georgia.   The   physical   therapy  and
rehabilitation   practices   consist  of  six  offices   located  in  New  York.
Approximately 57.7% of HMCA's clients' revenues in fiscal 2003 and approximately
43.2% of HMCA's  clients'  revenues in fiscal 2002 were  generated from no-fault
and personal injury protection  claims.  Approximately  11.1% of HMCA's clients'
revenues  were from workers'  compensation  claims in fiscal 2003 as compared to
8.7% in fiscal 2002.  In addition,  in fiscal 2003,  approximately  11.8% of the
revenues  of  HMCA's  clients  were  attributable  to  Medicare  and  0.5%  were
attributable to Medicaid. In fiscal 2002,  approximately 8.8% of the revenues of
HMCA's  clients were  attributable  to Medicare and 0.17% were  attributable  to
Medicaid.  Although we do not know of any pending adverse development  affecting
these types of programs,  future  changes in the  reimbursement  levels for MRI,
workers  compensation,  no  fault  reimbursement  or  Medicare,  or  changes  in
utilization policies for MRI or physical  rehabilitation therapy could adversely
affect the  ability of HMCA's  clients to pay HMCA's  fees.  In  addition,  HMCA
depends on the ability of its clients to attract and retain physicians and other
professional staff.

7.   The  amortization  of the  management  agreements on our balance sheet will
     reduce future profits.

                                     Page 9


     HMCA  acquired  businesses  1997 and 1998  which were  essentially  service
businesses  for  purchase  prices  based on earnings  multiples  rather than net
tangible assets.  As the fair value of the tangible assets was small relative to
the purchase price, the consolidated balance sheet of Fonar and its subsidiaries
has reflected an allocation of the purchase price in excess of the fair value of
the tangible assets exclusively to management  agreements,  an intangible asset.
For fiscal 2003 and fiscal 2002, amortization of management agreements, which is
over a period of  twenty  (20)  years,  reduced  net  profits  by  approximately
$696,000 annually. This is a non-cash expense.

8.   Professional  liability  claims  against  HMCA or its  clients  may  exceed
     insurance coverage levels.

     Although  HMCA does not provide  medical  services,  it is possible  that a
patient suing one of HMCA's client  medical  practices or MRI  facilities  would
also sue HMCA.  With the  exception  of one MRI  facility,  neither HMCA nor its
clients carry professional  liability  insurance.  Physicians working for HMCA's
clients  or  for  HMCA's   subsidiaries,   however,  are  required  to  maintain
professional liability insurance in the minimum amount of $1,000,000/$3,000,000.
Such  insurance  would  not  cover  HMCA or a client  professional  corporation,
however, in the event a claim were made which was not covered by the physician's
insurance.  Claims  in  excess  of  insurance  coverage  might  also  have to be
satisfied by HMCA or its clients if they were named as defendants.

9.   We do not carry  product  liability  insurance  and  would  have to pay any
     claims from our revenues and capital resources.

     Fonar  does not carry  product  liability  insurance  but is  self-insured.
Consequently,  Fonar would have to pay from its own resources any valid products
liability claim. To date, Fonar has not had to pay any such claims.

10.  We are dependent upon the services of Dr. Damadian.

     Our success is greatly  dependent upon the continued  participation  of Dr.
Raymond V. Damadian,  Fonar's founder,  Chairman of the Board and President. Dr.
Damadian  has acted as our CEO  since  1978 and will  continue  to do so for the
foreseeable  future. In addition to providing general supervision and direction,
he provides active direction, supervision and management of our sales, marketing
and research and  development  efforts.  In  connection  with the  physician and
diagnostic management services business conducted by HMCA, Dr. Damadian now owns
all of the professional  corporations which are HMCA clients. With the exception
of one  professional  corporation  which  provided  management  fees  to HMCA of
approximately $25,000 in the aggregate in fiscal 2003, all of HMCA's revenues in
fiscal 2003 were provided by  professional  corporations  which are owned by Dr.
Damadian.  Loss of the services of Dr.  Damadian  would have a material  adverse
effect on our business. We do not have an employment or noncompetition agreement
with Dr.  Damadian.  We do not currently  carry "key man" life  insurance on Dr.
Damadian.

11.  Dr. Raymond V. Damadian has voting control of Fonar; the management  cannot
     be changed or the company sold without his agreement.

                                    Page 10


     Dr. Raymond V. Damadian, the President, Chairman of the Board and principal
stockholder  of Fonar is and will  continue  to be in  control of Fonar and in a
position to elect all of the directors of Fonar. As of September 3, 2003,  there
were outstanding  85,890,712 shares of common stock,  having one vote per share,
4,153 shares of Class B common  stock,  having ten votes per share and 9,562,824
shares of Class C common stock,  having 25 votes per share.  Of these totals Dr.
Damadian owns 2,488,274  shares of common stock and 9,561,174  shares of Class C
common stock, giving him approximately 74% of the voting power of Fonar's voting
stock.  This  means that the  holders  of the  common  stock will not be able to
control  decisions  concerning  any  merger or sale of Fonar,  the  election  of
directors or the determination of business and management policy.

12.  The provisions of our warrants provide for reductions in the exercise price
     if we issue  common  stock at prices  below  market  or below  the  warrant
     exercise prices.

     In connection with the issuance of 4% convertible  debentures issued to The
Tail Wind Fund Ltd, we issued warrants. Presently, there are outstanding:

     purchase  warrants to purchase an aggregate of 959,501 shares of our common
     stock at an exercise price of $1.801 per share, subject to adjustment; and

     callable  warrants to  purchase an  aggregate  of  1,800,000  shares of our
     common stock at a fluctuating  exercise  price which will vary depending on
     the market price for our common stock.

     Of the purchase  warrants,  659,501 were issued to The Tail Wind Fund, Ltd.
and  300,000  were  issued to  designees  of the  placement  agent,  Roan/Meyers
Associates,  L.P. None of the purchase  warrants have been  exercised and all of
the  purchase  warrants  are still  outstanding.  The  exercise  period  for the
purchase warrants extends to May 24, 2006.

     The callable warrants  originally  covered 2,000,000 shares of common stock
and have a variable  exercise  price.  Subject  to a maximum  price of $6.00 per
share and a minimum  price of $2.00 per share,  which is  subject to  adjustment
pursuant to the terms of the warrants, the exercise price is to be calculated to
be equal to the average  closing bid price of Fonar's  common stock for the full
calendar  month  preceding the date of exercise.  The callable  warrants will be
exercisable  until August 30, 2005. Of these warrants,  The Tail Wind Fund, Ltd.
exercised  its right to buy 200,000  shares of our common  stock,  at a price of
$1.42 per share.  The lower price was the result of our issuing shares at prices
lower than the minimum exercise price of the warrants.  These callable  warrants
were issued to replace the original callable  warrants,  which were exercised in
full.

     We do have  the  option,  however,  of  redeeming  up to  200,000  callable
warrants  per month at a price of $0.01 per  underlying  warrant  share,  if the
average  closing bid price of Fonar's  common  stock is greater than 115% of the
warrant price in effect for five consecutive trading days in any calendar month.
We also have the  option of  reducing  the  exercise  price  under the  callable
warrants to any lower exercise  price that was  previously in effect.

                                    Page 11


     Both the purchase  warrants and callable warrants provide for proportionate
adjustments  in the event of stock  splits,  stock  dividends  and reverse stock
splits. In addition, the exercise prices will be reduced, with certain specified
exceptions,  if we issue shares at lower prices than the warrant exercise prices
or the then current market price for our common stock.

                           FORWARD-LOOKING STATEMENTS

     We make  statements in this  prospectus and the documents  incorporated  by
reference that are considered  forward-looking  statements within the meaning of
the Securities Act of 1933 and the Securities  Exchange Act of 1934. The Private
Securities  Litigation  Reform Act of 1995  contains the safe harbor  provisions
that cover these forward-looking statements. We are including this statement for
purposes  of  complying  with  these  safe  harbor  provisions.  We  base  these
forward-looking  statements on our current  expectations  and projections  about
future  events.  These  forward-looking  statements are not guarantees of future
performance and are subject to risks,  uncertainties and assumptions  including,
among other things:

     - continued losses and cash flow deficits;

     - the continued  availability of financing in the amounts, at the times and
on the terms required to support our future business;

     - uncertain market acceptance of our products; and

     - reliance on key personnel.

     Words  such  as  "expect,"   "anticipate,"   "intend,"  "plan,"  "believe,"
"estimate" and variations of such words and similar  expressions are intended to
identify such forward-looking statements. We undertake no obligation to publicly
update or revise  any  forward-looking  statements,  whether  as a result of new
information,  future events or otherwise.  Because of these risks, uncertainties
and  assumptions,  the  forward-looking  events  discussed  or  incorporated  by
reference in this document may not occur.

                                USE OF PROCEEEDS

     We cannot  guarantee  that we will receive any proceeds in connection  with
this offering.  We intend to use the net proceeds of this offering,  if any, for
general  corporate  purposes,   including  working  capital  to  fund  operating
expenses, accounts payable and capital expenditures. Accordingly, our management
will have broad  discretion  in the  application  of any net proceeds  received.
Pending  such uses,  we intend to invest  the net  proceeds,  if any,  from this
offering in short-term, interest-bearing, investment grade securities.

                              PLAN OF DISTRIBUTION

We may sell the shares being offered by us in this prospectus:

     through dealers, brokers or agents;

                                    Page 12


     through underwriters;

     directly to purchasers; or

     through a combination of any of these methods of sale.

     We and our agents and  underwriters may sell the shares being offered by us
in this prospectus from time to time in one or more transactions:

     at market prices prevailing at the time of sale;

     at prices related to such prevailing market prices;

     at a fixed price or prices, which may be changed; or

     at negotiated prices.

     In addition to any underwriters we may use, any brokers,  dealers or agents
who  participate  in  the  distribution  of  the  shares  may  be  deemed  to be
underwriters,  and any profits on the sale of shares by them and any  discounts,
commissions  or  concessions  received by any  broker,  dealer or agent might be
deemed to be underwriting discounts and commissions under the Securities Act. In
any such case, any such  underwriters  may be subject to statutory  liabilities,
including,  but not limited to, Sections 11, 12 and 17 of the Securities Act and
Rule 10b-5 under the Securities Exchange Act. These provisions of the securities
laws provide,  in general  terms,  for liability  for fraud,  untrue  statements
contained  in a  prospectus  or otherwise  made in  connection  with the sale of
securities,  and the  failure  to  disclose  significant  information  which  is
necessary to prevent information disclosed from being misleading.

     We may solicit  directly offers to purchase  shares.  We may also designate
agents from time to time to solicit offers to purchase shares. Any agent that we
designate,  may then resell  such  shares to the public at varying  prices to be
determined by such agent at the time of resale.

     We may engage in at the market  offerings of our common  stock.  An "at the
market"  offering is an offering of our common stock at other than a fixed price
to or through a market maker.  Under Rule 415(a)(4) of the  Securities  Act, the
total value of at the market offerings made under this prospectus may not exceed
10% of the aggregate market value of our common stock held by non-affiliates.

     If we use  underwriters to sell shares,  we will enter into an underwriting
agreement  with the  underwriters  at the time of the sale to them. The names of
the  underwriters  will be set forth in the prospectus  supplement which will be
used by them  together  with this  prospectus to make sales of the shares to the
public. Details of our arrangement with the underwriter,  including commissions,
underwriting  discounts or fees paid by us and whether the underwriter is acting
as  principal  or  agent,  would  be  described  in the  prospectus  supplement.
Underwriters may also receive commissions from purchasers of the shares.

                                    Page 13


     Underwriters may use dealers to sell shares.  If this happens,  the dealers
may receive  compensation  in the form of discounts,  concessions or commissions
from the underwriters  and/or  commissions from the purchasers for whom they may
act as agents.

     Any  underwriters  to whom we sell shares for public  offering and sale may
make a market in the shares that they purchase, but the underwriters will not be
obligated  to do so and may  discontinue  any market  making at any time without
notice. Underwriters and agents also may engage in transactions with, or perform
services for, us in the ordinary course of business.

     Regardless of the method used to sell the common  stock,  we will provide a
prospectus supplement that will disclose:

     - the  identity of any  underwriters,  dealers or agents who  purchase  the
common stock;

     - the material  terms of the  distribution,  including the number of shares
sold and the consideration paid;

     - the amount of any  compensation,  discounts or commissions to be received
by the underwriters, dealers or agents;

     - the terms of any indemnification  provisions,  including  indemnification
from liabilities under the federal securities laws; and

     - the nature of any transaction by an  underwriter,  dealer or agent during
the  offering  that is intended to stabilize or maintain the market price of the
common stock.

     In order to comply with certain state securities  laws, if applicable,  the
shares may be sold in such  jurisdictions  only through  registered  or licensed
brokers or  dealers.  In certain  states,  the shares may not be sold unless the
shares have been  registered or qualified for sale in such state or an exemption
from  regulation or  qualification  is available and is complied with.  Sales of
shares must also be made by us in  compliance  with all other  applicable  state
securities laws and regulations.

     MANNER OF SALES.  The  shares may be sold  according  to one or more of the
following methods.

o A block  trade in which the broker or dealer so engaged  will  attempt to sell
the  shares  as agent but may  position  and  resell a  portion  of the block as
principal to facilitate the transaction.

     Purchases  by a broker or dealer as  principal  and resale by the broker or
dealer for its account.

     Ordinary  brokerage  transactions  and  transactions  in which  the  broker
solicits purchasers.

     Pledges of shares to a broker-dealer or other person, who may, in the event
of default, purchase or sell the pledged shares.

                                    Page 14


     An exchange distribution under the rules of the exchange.

     In private transactions without a broker-dealer.

     By writing options.

     Any  combination of the foregoing,  or any other  available means allowable
under law.

     EXPENSES  ASSOCIATED  WITH  REGISTRATION.  We  will  pay  the  expenses  of
registering  the shares under the Securities  Act,  including  registration  and
filing  fees,  printing  expenses,   administrative  expenses,  legal  fees  and
accounting fees. If the shares are sold through  underwriters or broker-dealers,
we will be responsible for underwriting discounts,  underwriting commissions and
agent commissions.

     INDEMNIFICATION AND CONTRIBUTION.  Underwriters,  dealers, agents and other
persons may be entitled,  under  agreements that may be entered into with us, to
indemnification by us against certain civil liabilities,  including  liabilities
under the  Securities Act of 1933, or to  contribution  with respect to payments
which they may be required to make in respect of such liabilities.

     SUSPENSION OF THIS OFFERING.  We may suspend the use of this  prospectus if
we learn of any event that causes this prospectus to include an untrue statement
of material  fact or omit to state a material  fact required to be stated in the
prospectus or necessary to make the  statements in the prospectus not misleading
in light of the  circumstances  then existing.  If this type of event occurs,  a
prospectus  supplement  or  post-effective   amendment,  if  required,  will  be
distributed.

     Computershare  Trust Company,  Inc.,  formerly called  American  Securities
Transfer  & Trust,  Inc.,  located at 350  Indiana  Street,  Suite 800,  Golden,
Colorado, 80401 is the transfer agent and registrar for our common stock.

                                  LEGAL MATTERS

     Certain  legal  matters  with  respect to the  validity of the shares being
offered by the  prospectus  will be passed  upon by Henry T.  Meyer,  Esq.,  110
Marcus Drive, Melville, New York 11747. Mr. Meyer is Fonar's General Counsel.

                                     Experts

     The consolidated  financial  statements  contained in Fonar's latest annual
report on Form 10-K,  incorporated by reference into this prospectus,  have been
audited by Marcum & Kliegman LLP to the extent set forth in their  report.  Such
consolidated  financial  statements were included therein in reliance upon their
reports, given on their authority as experts in accounting and auditing.

Page 15


                                 INDEMNIFICATION

     The Delaware  General  Corporation  Law and Fonar's by-laws provide for the
indemnification  of an officer or director under certain  circumstances  against
reasonable  expenses  incurred  in  connection  with the  defense  of any action
brought  against him by reason of his being a director  or  officer.  Insofar as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to directors,  officers or other persons under Fonar's  by-laws or the
Delaware General Corporation Law, Fonar has been informed 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.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file reports, proxy statements and other information with the Securities
and Exchange Commission. Our Securities and Exchange Commission filings are also
available over the Internet at the Securities and Exchange Commission's web site
at  http://www.sec.gov.  You may also read and copy any  document we file at the
Securities and Exchange Commission's public reference rooms in Washington,  D.C.
and New York, New York.  Please call the  Securities and Exchange  Commission at
1-800-SEC-0330   for  more  information  on  the  public  reference  rooms.  Our
Commission File No. is 0-10248.

                INCORPORATION OF INFORMATION WE FILE WITH THE SEC

     The  Securities  and  Exchange  Commission  allows  us to  "incorporate  by
reference" the information we file with them, which means:

     - incorporated documents are considered part of this prospectus;

     - we can disclose  important  information  to you by referring you to those
documents; and

     - information that we file with the Securities and Exchange Commission will
automatically update and supersede this prospectus.

     We are  incorporating  by reference the  documents  listed below which were
filed with the Securities and Exchange  Commission under the Securities Exchange
Act of 1934:

     - Annual  Report on Form 10-K for the year ended June 30,  2003,  which was
filed on September 30, 2003;

     We also  incorporate by reference  each of the following  documents that we
will file with the  Securities  and Exchange  Commission  after the date of this
prospectus but before the end of the offering:

     - Reports filed under Sections 13(a) and (c) of the Securities Exchange Act
of 1934;

                                    Page 16



     - Definitive proxy or information  statements filed under Section 14 of the
Securities Exchange Act of 1934 in connection with any subsequent  stockholders'
meeting; and

     - Any reports filed under Section 15(d) of the  Securities  Exchange Act of
1934.

     You may request a copy of these  filings,  at no cost,  by contacting us at
the following address or phone number:

                           Fonar Corporation
                           110 Marcus Drive
                           Melville, New York  11747
                           Attention: Investor Relations










                                    Page 17



                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses,  other than  underwriting
discounts and commissions, payable by the Registrant in connection with the sale
of the common  stock being  registered.  All amounts  are  estimates  except the
registration fee.

                                AMOUNT TO BE PAID

SEC Registration Fee                                              $      622.93
Printing                                                               1,000.00
Legal Fees and Expenses                                                1,000.00
Accounting Fees and Expenses                                           5,000.00
Blue Sky Fees and Expenses                                             5,000.00
Transfer Agent and Registrar Fees                                      5,000.00
Miscellaneous                                                          1,000.00
                                                                       --------
  Total.............................................................$ 18,622.93
                                                                    ===========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section  102(b)(7) of the General  Corporation Law of the State of Delaware
(the  "Delaware  Law") grants  corporations  the right to limit or eliminate the
personal  liability of their  directors in certain  circumstances  in accordance
with provisions  therein set forth. Our Certificate of Incorporation  contains a
provision eliminating director liability to us and our stockholders for monetary
damages for breach of  fiduciary  duty as a director.  The  provision  does not,
however,  eliminate or limit the personal  liability of a director:  (i) for any
breach of such  director's duty of loyalty to us or our  stockholders;  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of law; (iii) under the Delaware  statutory  provision making
directors personally liable, for improper payment of dividends or improper stock
purchases or redemptions;  or (iv) for any  transaction  from which the director
derived an improper personal benefit. This provision offers persons who serve on
our Board of Directors  protection  against awards of monetary damages resulting
from breaches of their duty of care (except as indicated  above). As a result of
this provision, our ability or a stockholder's ability to successfully prosecute
an  action  against  a  director  for a breach  of his duty of care is  limited.
However,  the provision does not affect the  availability of equitable  remedies
such as an injunction or rescission  based upon a director's  breach of his duty
of care.  The SEC has taken the position that the provision  will have no effect
on claims arising under federal securities laws.

     Section 145 of the Delaware Law grants  corporations the right to indemnify
their  directors,   officers,  employees  and  agents  in  accordance  with  the
provisions  therein set forth.  Our By-laws provide that the corporation  shall,
subject to limited exceptions, indemnify its directors and executive officers to
the fullest  extent not  prohibited  by the Delaware  Law.  Our By-laws  provide
further  that the  corporation  shall  have the  power to  indemnify  its  other
officers,  employees  and her  agents as set  forth in the  Delaware  Law.  Such
indemnification  rights  permit  reimbursement  for  expenses  incurred  by such
director,  executive officer, other officer, employee or agent in advance of the
final   disposition  of  such  proceeding  in  accordance  with  the  applicable
provisions of the Delaware Law.

                                    Page 18


     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and  controlling  persons of us
pursuant to these  provisions,  or otherwise,  we have been advised that, in the
opinion of the  Securities  and Exchange  Commission,  such  indemnification  is
against  public  policy  as  expressed  in the  Securities  Act of 1933  and is,
therefore, unenforceable.

     Item 16. Exhibits and Financial Statement Schedules

     Exhibits

     3.1  *  Certificate   of   Incorporation,   as  amended,   of  the  Company
          incorporated  herein by reference  to Exhibit 3.1 to the  Registrant's
          registration statement on Form S-1, Commission File No. 33-13365

     3.2  * Article Fourth of the Certificate of Incorporation,  as amended,  of
          the  Registrant  incorporated  by  reference  to  Exhibit  4.1  to the
          Registrant's  registration  statement on Form S-8, Commission File No.
          33-62099.

     3.3  * Section A of Article FOURTH of the Certificate of Incorporation,  as
          amended, of the Registrant incorporated by reference to Exhibit 4.3 to
          the Registrant's  registration  statement on Form S-3, Commission File
          No. 333-63782.

     3.4  Section A of  Article  FOURTH the  Certificate  of  Incorporation,  as
          amended, of the Registrant incorporated by reference to Exhibit 3.3 of
          the Registrant's  Annual Report on Form 10-K for the fiscal year ended
          June 30, 2003, Commission File No. 0-10248.

     4.1  * Specimen Common Stock Certificate  incorporated  herein by reference
          to Exhibit 4.1 to the Registrant's registration statement on Form S-1,
          Commission File No. 33-13365.

     4.2  * Specimen  Class B Common Stock  Certificate  incorporated  herein by
          reference to Exhibit 4.2 to the Registrant's registration statement on
          Form S-1, Commission File No. 33-13365.

     4.3  * Form of 4%  Convertible  Debentures  due June 30, 2002  incorporated
          herein by reference to Exhibit 4.1 of the Registrant's  current report
          on Form 8-K filed on June 11, 2001. Commission File No. 0-10248.

                                    Page 19


     4.4  * Form of  Purchase  Warrants  incorporated  herein  by  reference  to
          Exhibit 4.2 of the  Registrant's  current  report on Form 8-K filed on
          June 11, 2001. Commission File No. 0-10248.

     4.5  * Form of  Callable  Warrants  incorporated  herein  by  reference  to
          Exhibit 4.3 of the  Registrant's  current reports on Form 8-K filed on
          June 11, 2001. Commission File No. 0-10248.

     4.6  *Form  of  Replacement   Callable  Warrants   incorporated  herein  by
          reference to Exhibit 4.7 of the Registrant's registration statement on
          Form S-3, Commission File No. 333-10677.

     5.   Opinion of Counsel re: Legality. See Exhibits.

     10.1 * License Agreement between Fonar and Raymond V. Damadian incorporated
          herein by reference to Exhibit 10 (e) to Form 10-K for the fiscal year
          ended June 30, 1983, Commission File No. 0-10248

     10.2 * 1993 Incentive Stock Option Plan incorporated herein by reference to
          Exhibit 28.1 to the Registrant's  registration  statement on Form S-8,
          Commission File No. 33-60154.

     10.3 *  1997  Non-Statutory   Stock  Option  Plan  incorporated  herein  by
          reference to Exhibit 28.1 to the Registrant's  registration  statement
          on Form S-8, Commission File No. 333-27411.

     10.4 * 1997 Stock Bonus Plan  incorporated  herein by  reference to Exhibit
          28.2  to  the  Registrant's   registration   statement  on  Form  S-8,
          Commission File No. 333-27411

     10.5 * 2000 Stock Bonus Plan  incorporated  herein by  reference to Exhibit
          99.1  to  the  Registrant's   registration   statement  on  Form  S-8,
          Commission File No. 333- 66760.

     10.6 * 2002 Stock Bonus Plan  incorporated  herein by  reference to Exhibit
          99.1  to  the  Registrant's   registration   statement  on  Form  S-8,
          Commission File No. 333-89578.

     10.7 * 2002 Incentive Stock Option Plan incorporated herein by reference to
          Exhibit 99.1 to the Registrant's  registration  statement on Form S-8,
          Commission File No. 333-96557.

     10.8 * 2003 Stock Bonus Plan  incorporated  herein by  reference to Exhibit
          99.1  to  the  Registrant's   registration   statement  on  Form  S-8,
          Commission File No. 333-89578.

     10.9 * 2003 Supplemental Stock Bonus Plan incorporated  herein by reference
          to Exhibit  99.1 to the  Registrant's  registration  statement on Form
          S-8, Commission File No. 333-106626.

                                    Page 20


     10.10* Stock  Purchase  Agreement,  dated July 31, 1997 by and between U.S.
          Health Management Corporation , Raymond V. Damadian,  M.D. MR Scanning
          Centers  Management  Company  and  Raymond V.  Damadian,  incorporated
          herein by reference to Exhibit 2.1 to the Registrant's  Form 8-K, July
          31, 1997, Commission File No: 0-10248.

     10.11*Merger  Agreement and Supplemental  Agreement dated June 17, 1997 and
          Letter of  Amendment  dated  June 27,  1997 by and among  U.S.  Health
          Management   Corporation  and  Affordable  Diagnostics  Inc.  et  al.,
          incorporated  herein by reference  to Exhibit 2.1 to the  Registrant's
          8-K, June 30, 1997, Commission File No: 0-10248.

     10.12*Stock  Purchase  Agreement  dated March 20, 1998 by and among  Health
          Management  Corporation  of  America,   Fonar  Corporation,   Giovanni
          Marciano,  Glenn  Muraca et al.,  incorporated  herein by reference to
          Exhibit 2.1 to the Registrant's  8-K, March 20, 1998,  Commission File
          No: 0-10248.

     10.13* Stock Purchase  Agreement  dated August 20, 1998 by and among Health
          Management Corporation of America, Fonar Corporation,  Stuart Blumberg
          and Steven Jonas, incorporated herein by reference to Exhibit 2 to the
          Registrant's 8-K, September 3, 1998, Commission File No. 0-10248.

     10.14*Purchase  Agreement  dated May 24, 2001 by and between  Fonar and The
          Tail Wind Fund Ltd.  incorporated  herein by reference to Exhibit 10.1
          to the  Registrant's  current  report on Form 8-K filed June 11, 2001.
          Commission File No. 0-10248.

     10.15* Registration Rights Agreement dated May 24, 2001 by and among Fonar,
          The Tail Wind Fund Ltd. and Roan Meyers,  Inc.  incorporated herein by
          reference to Exhibit 10.2 to the  Registrant's  current report on Form
          8-K filed June 11, 2001. Commission File No. 0-10248.

     23.1 Consent  of  Marcum  &  Kliegman  LLP,  Independent  Certified  Public
          Accountants. (See Exhibits).

     23.2 (Consent of Counsel is included in Exhibit 5).


         *        Exhibits incorporated by reference.

     Financial Statement Schedules

     None

     Item 17. Undertakings

                                    Page 21


     The undersigned registrant hereby undertakes:

     (a)  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 of 1933;

          (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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement.

          (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.

(b)  That for the purpose of determining  any liability under the Securities Act
     of 1933,  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.

(c)  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.

     The  undersigned  registrant  hereby  undertakes  that, for the purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report  pursuant to section 13 (a) or section 15 (d) of the
Securities  Exchange  Act of  1934  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 the time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 Act and will be governed by the final adjudication of
such issue.

                                     Page 22

                                   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-3 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, on October 3, 2003.

Dated:  October 3, 2003
                                FONAR CORPORATION

                                By:  /s/ Raymond V. Damadian
                                     Raymond V. Damadian,

                                     President,  Acting Chief Financial  Officer
                                     and  Acting  Principal  Accounting  Officer
                                     Signing  in  his  capacities  as  Principal
                                     Executive   Officer,   Principal  Financial
                                     Officer and Principal Accounting Officer

     Pursuant to the requirements of the Securities Act of 1933, this report has
been signed below by the following  persons on behalf of the  registrant  and in
the capacities and on the dates indicated.

Signature                    Title                                    Date
/s/ Raymond V. Damadian      Chairman of the Board of Directors,
------------------------
Raymond V. Damadian          President and a Director            October 3, 2003
                             (Principal Executive Officer,
                             Principal Financial Officer
                             and Principal Accounting
                             Officer)

                             Director                            October _, 2003
------------------------
Claudette J.V. Chan

/s/ Robert J. Janoff         Director                            October 3, 2003
--------------------
Robert J. Janoff

/s/ Charles N. O'Data        Director                            October 3, 2003
----------------------
Charles N. O'Data

                             Director                            October _, 2003
Robert Djerejian