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SEC Amendment No.2 Form S-2.doc


              As filed with the Securities and Exchange Commission
                               On January 26, 2001
                           Registration No. 333-39014
              ----------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION

                                 AMENDMENT NO. 2

                                       TO

                                    FORM S-2

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                FONAR CORPORATION

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


               Delaware                                   3845
     (State or other jurisdiction of          Primary Standard Industrial
     incorporation or organization)           Classification Code Number

                                   11-2464137
                      (I.R.S. Employer Identification No.)




                                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:

     As  soon as  practicable  after  the  effective  date of this  Registration
Statement

     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 the  registrant  elects to deliver its latest  annual report to security
holders, or a complete and legible facsimile thereof,  pursuant to Item 11(a)(1)
of this Form, check the following box : [ ]

     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
                                        maximum       maximum         amount
Title of each class        Amount      offering      aggregate          of
of securities to be        to be       price per     offering       registration
registered              registered       unit           price           fee
-------------------     ----------     ---------     -----------    ------------
Common Stock,            4,826,000       2.90        $13,995,400      $4,241.03
$.0001 per share
-------------------     ----------     ---------     -----------    ------------

Total                    4,826,000       2.90        $13,995,400      $4,241.03
-------------------     ----------     ---------     -----------    ------------


         * Pursuant to Rule 457, subsection (c)
              Specified Date: June 7, 2000


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.

                                   PROSPECTUS

                                4,826,000 Shares

                                FONAR CORPORATION

                                  Common Stock

     This  Prospectus  relates to the offer and sale of 4,826,000  shares of the
common  stock of FONAR  Corporation  acquired by certain  stockholders  who will
receive  such  shares  in   satisfaction   of   approximately   $11,013,645   in
indebtedness.  The indebtedness was incurred by Fonar or its subsidiary,  Health
Management Corporation of America (HMCA) in connection with the acquisitions and
mergers consummated by HMCA.

     The holders of this  indebtedness will be offered shares in payment for the
indebtedness, plus the brokerage commissions and other transactional costs which
will be incurred  by them in  connection  with the resale of the shares,  at the
prevailing  market value of Fonar's common stock.  The number of shares required
to retire the  indebtedness  will depend on the market  price of Fonar's  common
stock at the times the shares are issued.

     Fonar will not receive any  proceeds  from the sale of shares being sold by
the selling  stockholders.  The shares are being offered on a best efforts basis
by the selling  stockholders through broker - dealers of their choice. The price
of the shares  will vary and will depend on the market  value of Fonar's  common
stock at the times the shares are sold.

     For a  discussion  of certain risk factors  which should be  considered  by
prospective investors, see "Risk Factors".

     These  securities  have not been approved or  disapproved by the Securities
and  Exchange  Commission  nor has the  Commission  passed upon the  accuracy or
adequacy of this prospectus.  Any  representation  to the contrary is a criminal
offense.

     The  Company  expects to pay  expenses of this  offering  of  approximately
$35,000.

     On January  18,  2001,  the  closing  price for the  common  stock of Fonar
(Symbol:  FONR) was $1.44 per share, as reported by Nasdaq. Fonar's common stock
is traded on the Nasdaq SmallCap Market.

     The date of this Prospectus is January 19, 2001



                                TABLE OF CONTENTS

Summary
Information...............................................pg

Recent
Developments..............................................pg

Risk
Factors...................................................pg

Available
Information...............................................pg

Proceeds..................................................pg

Plan of
Distribution..............................................pg


Dynamic...................................................pg

         A&A
Services..................................................pg

         Selling
Stockholders..............................................pg

Description of FONAR'S Securities.........................pg

         Voting
Rights....................................................pg

         Cash
Dividends.................................................pg

         Special Dividends on Common Stock................pg

         Special Dividends on Class A
                  Non-Voting Preferred Stock..............pg

         Other Dividends and Distributions................pg


Conversion................................................pg

         Preemptive Rights and Cumulative Voting..........pg

         Preferred
Stock.....................................................pg

         Transfer Agent and Registrar.....................pg

Validity of
issuance..................................................pg

Experts...................................................pg

Additional
Documents.................................................pg

Indemnification...........................................pg

Incorporation by
Reference.................................................pg

                               SUMMARY INFORMATION

     Fonar  Corporation  designs,  manufactures and markets  magnetic  resonance
imaging  scanners which utilize  non-superconductive  magnet  technology for the
detection and diagnosis of human disease.  Fonar's  address is 110 Marcus Drive,
Melville,  New York 11747,  its telephone number there is (631) 694-2929 and its
Internet address is http://www.fonar.com.

     Health  Management  Corporation  of America was organized by Fonar in March
1997 for the  purpose of engaging in the  business  of  providing  comprehensive
management  services  to  physicians'  practices  and other  medical  providers,
including  diagnostic  imaging  centers and  ancillary  services.  The  services
provided by HMCA include  administration,  providing  office  space,  facilities
medical  equipment  and  supplies,   staffing  and  supervision  of  non-medical
personnel,   legal,   accounting,   billing  and  collection  services  and  the
development and implementation of practice growth and marketing strategies.

     Since its  formation,  HMCA has completed  five  acquisitions.  HMCA became
actively engaged in the physician and diagnostic  management  services  business
through its initial two acquisitions,  which were consummated effective June 30,
1997.  Following these two initial  acquisitions,  HMCA completed two additional
acquisitions in fiscal 1998 and one additional acquisition in fiscal 1999.

     The selling  stockholders  are the former owners of the two businesses most
recently  acquired by HMCA,  in  transactions  where payment of a portion of the
purchase  price was  payable  over time.  This  acquisition  from  indebtedness,
inclusive  of  accrued  but  unpaid   interest  as  of  December  31,  2000,  is
approximately $11,013,645.

     The first  acquisition  was of a group of  several  interrelated  companies
engaged in the business of managing  three  diagnostic  imaging  centers and one
multi-specialty  practice  in New  York  State  which  are  referred  to in this
prospectus as the Affordable Companies. The consideration paid by HMCA consisted
of  2,740,000   shares  of  Fonar's  common  stock.   None  of  the  acquisition
indebtedness is owed to the former owners of the Affordable Companies.

     The  second  completed  acquisition  was of Raymond V.  Damadian,  M.D.  MR
Scanning Centers  Management  Company.  Pursuant to the terms of the transaction
HMCA  purchased all of the issued and  outstanding  shares of stock of RVDC from
Raymond V. Damadian.  Raymond V. Damadian, the principal stockholder,  President
and  Chairman  of the Board of FONAR,  was the sole  stockholder,  director  and
President  of RVDC  immediately  prior  to the  acquisition.  The  consideration
payable to Dr. Damadian consisted of 10,000 shares of Fonar's common stock. None
of the acquisition indebtedness is owed to Dr. Damadian.

     The third completed  acquisition,  consummated on January 20, 1998, was the
acquisition  of  the  business  and  assets  of  Central  Health  Care  Services
Management Company,  LLC. Central Health was a management service  organization,
or MSO managing a  multi-specialty  practice in Yonkers,  New York.  None of the
acquisition  indebtedness  included  in this  transaction  is owed to the former
owners of Central Health.

     The fourth completed acquisition, consummated effective March 20, 1998, was
the  acquisition  of A & A Services,  Inc.,  an MSO  managing  four primary care
practices in Queens County, New York. A & A Services provides the practices with
management services, office space, equipment, repair and maintenance service for
the  equipment  and  clerical  and other non  medical  personnel.  Approximately
$5,237,151,  inclusive of unpaid  interest  through  December  31, 2000,  of the
acquisition indebtedness is owed to the former owners of A & A Services.

     The fifth completed acquisition, consummated effective August 20, 1998, was
the acquisition of Dynamic Health Care Management,  Inc. Dynamic is an MSO which
manages three physician practices in Nassau and Suffolk Counties on Long Island,
New York. Approximately $6,175,000 inclusive of unpaid interest through December
31,  2000  of the  acquisition  indebtedness  is owed to the  former  owners  of
Dynamic.

     The shares are intended to be issued to the selling stockholders to satisfy
the   acquisition   indebtedness.   The  number  of  shares  which  the  selling
stockholders  will  receive  will depend on the market  price of Fonar's  common
stock at the times the shares  are  issued.  The number of shares  which will be
issued  will be such  number  as will be  sufficient  to cover  the  acquisition
indebtedness plus any brokerage  commissions and other transactional costs which
may be incurred by the selling  stockholders  in connection with the sale of the
shares.

     This prospectus  relates to the offer and sale of the shares by the selling
stockholders.  The  Company  will  receive  no  proceeds  from the resale of the
shares. Fonar will pay all costs of this offering estimated at $35,000 See "Plan
of Distribution".

NASDAQ Symbol..............FONR

Risk Factors...............Certain  risk factors  concerning  the Company should
                           be  considered  carefully  before deciding whether to
                           purchase the shares offered.  See "Risk Factors."

     This summary is qualified in its entirety by the more detailed  information
appearing elsewhere in the prospectus.


                               RECENT DEVELOPMENTS

     Fonar's Stand-Up MRI, also called Indomitable (TM), QUAD (TM) and Fonar-360
(TM) MRI  scanners,  together  with Fonar's  in-progress  Pinnacle (TM) MRI, are
intended to significantly  improve its competitive  position.  In addition,  the
Company offers a low cost open scanner, the Echo (TM) MRI, operating at .3 Tesla
field strength.

     Indomitable  (TM),  which  received  clearance  to  market  from the FDA on
October 3, 2000,  will allow patients to be scanned while standing or reclining.
As a  result,  for  the  first  time,  MRI  will  be  able  to be  used  to show
abnormalities and injuries under full  weight-bearing  conditions,  particularly
the spine and joints. A floor-recessed elevator brings the patient to the height
appropriate  for the targeted image region.  A custom-built  adjustable bed will
allow  patients  to sit or lie on their  backs,  sides or stomachs at any angle.
Full-range-of-motion  studies of the joints in virtually any  direction  will be
possible, an especially promising feature for sports injuries.

     Indomitable(TM) will also be useful for MRI-directed surgical procedures as
the surgeon would have unhindered  access to the patient with no restrictions in
the vertical  direction.  This easy entry, mid field-strength  scanner should be
ideal for trauma  centers where a quick MRI screening  within the first critical
hour of  treatment  will  greatly  improve  patients'  chances for  survival and
optimize the extent of recovery.

     The Fonar 360 has an enlarged  room sized  magnet in which the magnet frame
is incorporated into the floor, ceiling and walls of the scan room. This is made
possible  by  Fonar's  patented  Iron-Frame(TM)   technology  which  allows  the
Company's engineers to control, contour and direct the magnet's lines of flux in
the patient gap where  wanted and almost none outside of the steel of the magnet
where not wanted.  Physicians  and family members are able to actually enter the
scanner and approach the patient. In its Open Sky version,  the Fonar 360 serves
as an open  patient  friendly  scanner  which  allows 360  degree  access to the
patient on the scanner bed. The walls can be decorated with panoramic murals and
the entire  scan room can be  decorated  to be  incorporated  into the  pictured
landscape.

     In its future interventional OR-360 version, the enlarged room sized magnet
and  360  degree  access  to the  patient  afforded  by  the  Fonar  360  permit
full-fledged  surgical teams to walk into the magnet and perform  surgery on the
patient inside the magnet.  Most  importantly the MRI image can then be obtained
real time during  surgery to guide the  surgeon in the  surgery.  Thus  surgical
instruments,  needles,  catheters,  endoscopes  and the like  can be  introduced
directly into the human body and guided to the malignant  lesion by means of the
MRI image.  The number of inoperable  lesions  should be greatly  reduced by the
availability of this new capability.  Most importantly  treatment can be carried
directly to the target tissue.

     The "QUAD"  scanners  are unique MRI  scanners  in that four sides are open
thus  allowing  access  to the  scanning  area  from four  vantage  points.  The
starshaped  open  design  of the QUAD  will  also  make  possible  a host of new
applications,   particularly   MRI   mammography   and  MRI   directed   surgery
(Interventional MRI). The QUAD (TM) 12000 MRI scanner utilizes a 6000 gauss iron
core  electromagnet  and is accessible  from four sides.  The QUAD 12000 was the
first "open" MRI scanner at high field.  The QUAD (TM) 7000 is similar in design
to the QUAD 12000 but utilizes a smaller 3,500 gauss electromagnet.

     Fonar is also developing a  superconductive  version of its open iron frame
magnets, the "Pinnacle" (TM), and has completed construction of a prototype with
a 0.6 Tesla superconductive magnet. Fonar's design of its superconductive magnet
anticipated  the   possibility  of  making  its  other  products   available  as
superconducting magnets.  Therefore, it is Fonar's objective to make Indomitable
(TM) and the Fonar 360  available  to  Fonar's  customers  as either  iron-frame
resistive  models or iron-frame  superconductive  magnets  depending on customer
preference and pricing.


                                  RISK FACTORS

     Investment  in Fonar is highly  speculative  and  subject to  numerous  and
substantial risks.  Therefore,  prospective purchasers should carefully consider
the risks  associated  with  Fonar's  business  and the  purchase of the shares,
including the risk factors discussed below.

1. Financial  Risks. For the fiscal years ended June 30, 2000 and June 30, 1999,
Fonar  experienced net losses of $10.96 million and $14.22 million  respectively
and net operating losses of $16.43 million and $15.61 million respectively.  For
the three months ended September 30, 2000, Fonar experienced a net loss of $3.91
million and an operating  loss of $4.0 million.  On July 2, 1997,  however,  the
Company had received  $128.7 million from General  Electric  Company,  net $77.2
million after attorneys' fees and expenses,  in payment of the judgment rendered
against General Electric Company for infringement of the Company's  original MRI
(Cancer   Detection)   patent  and  Multi-Angle   Oblique  (MAO)  patent  (Fonar
Corporation et ano. v. General Electric Company et ano., 92-CV-4196. (LDW), U.S.
District Court for the Eastern District of New York). These funds have been used
to fund operations of Fonar's MRI business and to finance  acquisitions by HMCA.
As of September 30, 2000,  Fonar's balance sheet reflected  approximately  $17.7
million in cash or cash  equivalents  and $9.6 million in marketable  securities
out of total current  assets of $49.8  million.  Fonar  believes that it will be
able to reverse its operating  losses with the cash and liquid assets  remaining
from  the  proceeds  of  its  patent  litigation,   the  introduction  into  the
marketplace of its new MRI scanners,  and the operating  income generated by its
subsidiary  HMCA. HMCA operating  income was $2.48 million in fiscal 2000, $3.12
million in fiscal 1999 and $801,000 for the first three months of fiscal 2001.

2.  Reliance  on New  Products.  Fonar's  ability to generate  future  operating
profits  will  depend on its  ability  to  market  and sell its new lines of MRI
products and works-in-progress.  The Stand-Up MRI, also called "Indomitable(TM),
Fonar  360(TM) and Echo  scanners  have all been  recently  introduced  into the
market.  Although Fonar is optimistic  that these  scanners'  features will make
them competitive, there can be no assurance as to the degree or timing of market
acceptance  of these  products.  Revenues  from the sales of QUAD(TM)  scanners,
introduced  in 1995,  have not been  sufficient  to date to  generate  operating
profits.

3.  Dependence  Upon  Services  of Dr.  Damadian.  Fonar's  success  is  greatly
dependent  upon the continued  participation  of Dr.  Raymond V.  Damadian,  its
founder,  Chairman  of the  Board and  President.  Loss of the  services  of Dr.
Damadian would have a material  adverse  effect upon the  development of Fonar's
business. Fonar does not have an employment or noncompetition agreement with Dr.
Damadian.  Fonar  does not  currently  carry  "key  man" life  insurance  on Dr.
Damadian.

4. Changing  Technology  and  Financial  Resources of  Competitors.  The medical
equipment  industry is highly  competitive and characterized by rapidly changing
technology  and  extensive  research.  Numerous  companies,  many of which  have
substantially  greater financial resources than those available to Fonar, 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., Picker International,
Philips N.V., Toshiba Corporation, Hitachi Corporation and Shimadzu Corporation.
In  addition,  there  can be no  assurance  that  Fonar's  products  will not be
rendered obsolete by future products  employing  technologies  superior to those
utilized by the Company.

5. Control of the Company; Voting Power of Dr. Damadian.  Fonar's Certificate of
Incorporation  does  not  provide  for  cumulative  voting  in the  election  of
directors.  Dr.  Raymond V. Damadian,  the President,  Chairman of the Board and
principal stockholder of Fonar, will continue to be in control of Fonar and in a
position to elect all of the directors of Fonar. As of September 30, 2000, there
were outstanding  56,627,572 shares of common stock,  having one vote per share,
4,211 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 owned 2,488,274  shares of common stock and 9,561,174 shares of Class C
common stock, giving him approximately 82% of the votes of Fonar's voting stock.

6.  Acquisition  Risks.  The businesses  acquired and which may in the future be
acquired are essentially  service  organizations whose continued success depends
on retaining and developing existing business relationships. These relationships
are often  heavily  dependant  on the  personal  efforts  of key  persons in the
acquired company or medical practices  managed by the acquired company.  HMCA or
the  medical  practices  will  seek to  retain  key  people  through  employment
agreements  which include  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.

7.  Goodwill;  Amortization.  HMCA acquired  businesses  which were  essentially
service  businesses for purchase prices based on earnings  multiples rather than
assets. As the value of the assets was small relative to the purchase price, the
consolidated  balance  sheet of  Fonar,  HMCA  and  Fonar's  other  subsidiaries
reflects a large amount of good will.  Amortization of this goodwill will reduce
net profits.

8. Dependence on Revenues from Medical  Practices.  HMCA receives  substantially
all of its  revenue  from  medical  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. In addition,  HMCA depends on the ability
of the medical  practices  and  providers to attract and retain  physicians  and
other professional staff.

9. Risks of Collection.  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.

10. Professional Liability.  Although with one exception,  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. In Florida,  where the
corporate practice of medicine is legally  permissible,  a subsidiary of HMCA in
one case provides  medical care through employee doctors and could be subject to
professional  liability claims in the event of malpractice.  HMCA does not carry
professional  liability  insurance but physicians  working for HMCA's clients or
for HMCA's subsidiaries directly are required to maintain professional liability
insurance in the minimum amount of $1,000,000/$3,000,000.

11. Product Liability.  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.

12. Risks Related to Growth.  HMCA's revenues have increased from  approximately
$9 million in fiscal 1997 to $21 million in fiscal  1998,  $31 million in fiscal
1999 and $34 million in fiscal 2000.  The rapid growth has  necessitated  hiring
new  employees  and  leasing  separate  facilities  for HMCA's  headquarters  in
Melville,  New  York.  Integration  of new  personnel  into HMCA  workforce  and
increased  workloads  have  been  the  principal  stresses  resulting  from  the
expansion.  As a result,  HMCA has  experienced  a higher than  optimal  rate of
personnel turnover.  HMCA believes that this problem has now stabilized and that
it has made a successful transition.

13. Risks Related to Foreign  Operations.  Fonar will seek to take  advantage of
opportunities  to  sell  its  MRI  scanners  abroad  as  well  as  domestically.
Challenges  involved in this effort  include  language  and  cultural  barriers,
unfamiliarity  with local  markets and means of doing  business  and the need to
comply with foreign laws and  regulations.  Being required to adjudicate  claims
and  disputes  under  foreign law in foreign  tribunals,  with both  private and
public parties,  is a risk to be considered in connection with expanding foreign
operations.

14. Risks Related to Various Types of Practices.  The types of medical providers
served  by HMCA  are (a) MRI  facilities  (b)  primary  care  practices  and (c)
physical therapy and  rehabilitation  practices.  There are approximately 20 MRI
facilities served by HMCA located in New York, Florida and Georgia.  The primary
care  practices  served  by HMCA  consist  of four  offices  in New York and the
physical therapy and  rehabilitation  practices consist of eight offices located
primarily  in New  York.  Although  HMCA  does not know of any  pending  adverse
development  affecting  these  types  of  facilities,   future  changes  in  the
reimbursement  levels for MRI,  primary care,  workers  compensation or no fault
reimbursement,   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.

15. Risks Related to Capitated  Insurance  Programs.  Certain HMO's and insurers
have instituted  managed care programs where the physician or physician group is
paid on a  capitated  basis.  Under  these  plans,  the  physician  is not  paid
according to the services provided, but is paid a fixed monthly fee per patient,
which in HMCA's experience is based on age and gender. Currently,  approximately
12.3% of HMCA's clients' revenues are from capitated  programs.  Under capitated
insurance programs,  the physician or physician practice in effect bears some of
the risk in the event a patient requires extensive treatment.  In the event that
HMCA's  client  primary  care  practices  experience  a  shortfall  between  the
capitated  payments  and the cost of  providing  services,  the ability of those
practices to pay for HMCA's services may be impaired.

     No person has been  authorized by Fonar to give any  information or to make
any representation other than those contained in this prospectus,  and, if given
or made, such information or  representations  must not be relied upon as having
been authorized. This prospectus does not constitute an offer or solicitation to
any  person  in any  jurisdiction  where  such  offer or  solicitation  would be
unlawful.  Neither  delivery of this  prospectus nor any sale  hereunder  shall,
under any circumstances,  create an implication that there has been no change in
the Fonar's affairs following the date of this prospectus.

                              AVAILABLE INFORMATION

     Fonar  is  subject  to the  informational  requirements  of the  Securities
Exchange Act of 1934 and Files annual reports on Form 10-K, quarterly reports on
Form 10-Q,  current reports on form 8-K and proxy statements with the Securities
and Exchange Commission. These reports and proxy statements can be inspected and
copies obtained at the  Commission's  public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549. The public may obtain information on the operation
of the public  reference room by calling the Commission at  1-800-SEC-0330.  The
Commission  maintains  an  Internet  site  that  contains  reports,   proxy  and
information  statements  and  other  information  regarding  issuers  that  file
electronically with the Commission at http://www.sec.gov.

     Fonar has filed with the  Commission a  registration  statement on Form S-2
under the Securities Act of 1933, as amended,  with respect to the securities to
which this prospectus  relates. As permitted by the rules and regulations of the
Commission,  this  prospectus  does not contain all the information set forth in
the registration statement, including the exhibits. For further information with
respect  to the Fonar and the shares  being  offered,  reference  is made to the
registration   statement  and  the  exhibits  to  the  registration   statement.
Statements  contained in this prospectus  concerning the provisions of documents
included as exhibits to the registration  statement are necessarily summaries of
such  documents,  and each  such  statement  is  qualified  in its  entirety  by
reference to the copy of the applicable document filed with the Commission.

     Where any document is incorporated by reference in this  prospectus,  Fonar
will provide without charge to each person to whom this prospectus is delivered,
upon the request of such person,  a copy of any and all of the information  that
has  been  incorporated  by  reference  in this  prospectus  including  exhibits
specifically  incorporated  by reference on any such  information.  Requests for
copies should be directed to the Company at 110 Marcus Drive, Melville, New York
11747, Attention Stockholder Relations Department. The telephone number is (631)
694-2929. Fonar's Internet site address is http://www.fonar.com.

                                    PROCEEDS

     The Company  will not receive any  proceeds  from the sale of shares by the
selling stockholders.

                              Plan of Distribution

     The selling  stockholders  will act as their own  underwriters and sell the
shares  through  broker - dealers of their  selection  into the market on a best
efforts  basis.  The price  will vary and will  depend  on the  market  price of
Fonar's  common stock at the times the shares are sold. It is  anticipated  that
the shares  will be sold over a period of time.  There is no  minimum  number of
shares which must be sold in order for the offering to be effective.

     The  selling  shareholders  will  not  receive  any  commissions  or  other
compensation  from Fonar in connection with the sale of the shares,  except that
Fonar will pay any  brokerage  commissions  and other  sales  costs the  selling
shareholders  incur when they sell the shares.  Fonar will pay there commissions
and costs by issuing  additional  shares  which  would cover  these  costs.  The
commissions payable to broker-dealers will depend on the broker-dealers selected
by the selling stockholders and may vary.

     The selling stockholders will sell the shares in the existing public market
for Fonar's common stock,  which is the Nasdaq SmallCap  market.  They will sell
through  broker-dealers of their selection.  The size,  terming and price of the
sales  will  be  determined  by  the  selling  stockholders  subject  to  volume
limitations to be agreed upon with Fonar.

     Fonar plans to issue  shares to the selling  stockholders  over a period of
time in advance of the  payment due dates for the  indebtedness  being paid with
the  shares.  The  number of shares  issued  in each  case  would be the  number
estimated to be necessary to cover the payments,  commissions  and other selling
costs,  based on then prevailing market prices. The shareholders will sell those
shares over a period of time  subject to agreed upon  volume  limitations  based
upon the trading volume for Fonar's common stock.  The proceeds  received by the
selling  shareholders  from the sale of the shares net of commissions  and other
costs of sale, will credited to interest and principal due under the notes.  Any
shortfall would be made up in cash or through the issuance of additional shares.
Any surplus would be applied to future  payments.  It would not be necessary for
either Fonar or the selling  shareholders to commit to using shares for all note
payments in advance;  either could reserve the right to have the payment be made
in cash. The aggregate  indebtedness  inclusive of accrued  interest to December
31, 2000, is in the amount of  $11,013,644.64.  The indebtedness  arose from two
acquisitions: Dynamic and A&A Services. The indebtedness is payable over time in
installments to the selling shareholders up through August 2003.

     The selling  stockholders are Stuart Blumberg,  Stephen Jonas, Glenn Muraca
and Giovanni Marciano.  Stuart Blumberg and Stephen Jonas were the former owners
of Dynamic  and are  presently  employed  by HMCA.  Glenn  Muraca  and  Giovanni
Marciano are the former owners of A&A Services and are employed as physicians by
one of the professional corporations managed by HMCA.

DYNAMIC.

     As  at  December  31,  2000  the  principal   portion  of  the  acquisition
indebtedness payable to the former owners of Dynamic was $6,137,587.66,  and the
accrued but unpaid interest thereon was $37,511.50.  The indebtedness is payable
pursuant to three sets of notes as follows:

     1. The first set of notes, in the original  principal  amount of $2,870,000
and of which $972,823.92 in principal remains outstanding,  is payable in annual
installments.  One  remaining  set of payments of principal  and interest in the
aggregate amount of $1,045,785.73 will be due August 20, 2001. The interest rate
is 7 1/2% per annum.  Accrued but unpaid  interest  as of December  31, 2000 was
$26,752.

     2.  The  second  set  of  notes,  in  the  original   principal  amount  of
$1,216,230.92  and of which  $483,597.86 in principal  remains  outstanding,  is
payable in sixty (60) monthly  installments  of $16,666.67 in the aggregate each
month. Payments commenced on September 20, 1996 and are scheduled to run through
August 20,  2003.  The  interest  rate is 7.254% per annum.  Accrued  but unpaid
interest as of December 31, 2000 was $1,007.50.

     3. The third set of notes, in the original  principal  amount of $5,490,000
and of which $4,681,705.88  remains outstanding,  are payable in thirty six (36)
equal monthly  installments of principal and interest which commenced August 20,
2000. The interest rate is 7 1/2% per annum commencing August 20, 2000.  Accrued
but unpaid interest as of December 31, 2000 was $9,752.

A&A SERVICES.

     As  at  December  31,  2000,  the  principal  portion  of  the  acquisition
indebtedness payable to the former owners of A&A Services was $5,138,472.98, and
the  accrued  but unpaid  interest  was  $98,678.  The  indebtedness  is payable
pursuant to three sets of notes as follows:

     1. The first set of notes, in the original  principal  amount of $4,000,000
and of which $1,254,261 in principal remains outstanding,  is payable in sixteen
(16)  quarterly  installments.  Payments  commenced  on March  20,  1999 and are
scheduled  to run through  December 20, 2002 in the amount of  $300,043.94  each
quarter.  The interest  rate is six percent  (6%) per annum.  Accrued but unpaid
interest as of December 31, 2000 was $37,628.

     2. The second set of notes in the original  principal  amount of $1,500,000
and of which  $675,000  remains  outstanding,  is payable in sixty (60)  monthly
installments  in the amount of $25,000 in the  aggregate  each  month.  Payments
commenced on April 20, 1998 and are scheduled to run through March 20, 2003. The
notes do not bear interest.

     3. A third  set of notes in  original  principal  amount of  $2,000,000  is
payable to the former  owners of A&A  Services.  The notes are  payable in eight
quarterly  installments  of $267,168 in the aggregate  each  quarter.  The first
payments under such notes will be due February 20, 2001.  Interest is payable at
the rate of six percent (6%) per annum.


SELLING STOCKHOLDERS

     The following  table sets forth the names of the selling  stockholders  and
the number of shares to be offered by each assuming the following:

(1) all the shares are issued to the selling stockholders,

(2)  the shares are issued to the holders of the acquisition indebtedness in the
     same proportions as their respective shares of the acquisition indebtedness
     bear to the entire amount of the acquisition indebtedness,

(3)  the holders of the  acquisition  indebtedness  elect to sell all the shares
     they receive, and

(4)  the total  number of shares of all  classes  of Fonar's  stock  outstanding
     offer the  issuance of shares to the selling  stockholders  is equal to the
     number of shares  outstanding  as of the date of this  prospectus  plus the
     number issued to the selling stockholders.

     Reimbursement   to  the  selling   stockholders  in  shares  for  brokerage
     commissions and other transactional costs is not taken into account.



                                                                   Shares
                             Shares            Percentage       Beneficially
     Name of              Beneficially         of Voting         Owned After
Beneficial Owner       Owned and Offered         Power            Offering
-----------------      -----------------       ----------       ------------
Stuart Blumberg            1,305,675              0.44%              0

Steven Jonas               1,305,675              0.44%              0

Glenn Muraca               1,107,325              0.37%              0

Giovanni Marciano          1,107,325              0.37%              0
-----------------      -----------------       ----------       ------------



     Stuart  Blumberg and Steven Jonas are the former  owners of Dynamic.  Glenn
Muraca and Giovanni Marciano are the former owners of A&A.


                        DESCRIPTION OF FONAR'S SECURITIES

     The following table shows the shares of FONAR's  securities  authorized and
outstanding as of September 30, 2000:

                                                                 ISSUED AND
CLASS                                         AUTHORIZED         OUTSTANDING
-------------------------------------         ----------         -----------
Common Stock par value $.0001 per             60,000,000          56,627,572
share

Class B Common Stock, par value                4,000,000               4,211
$.0001 per share

Class C Common Stock par value $.0001         10,000,000           9,562,824
per share

Class A Non-voting Preferred Stock,            8,000,000           7,836,286
par value $.0001 per share
Preferred Stock , par value $.0001            10,000,000                   0
per share

Voting Rights

     The Class C Common  Stock has 25 votes per share,  the Class B Common Stock
has 10 votes  per  share  and the  common  stock  has one vote per  share in the
election of  directors  and on all other  matters  upon which  stockholders  are
entitled to vote.  All three classes will vote together  except where  otherwise
required by law.  The Class A  Non-voting  Preferred  Stock does not have voting
rights except as required under the Delaware General Corporation Law.


Cash Dividend

     With respect to any  discretionary  cash dividends which may be declared by
the Board of Directors on Fonar's stock, a share of the common stock is entitled
to a cash  dividend 20% higher than the cash  dividend on a share of the Class B
Common Stock. A share of the Class C Common Stock is entitled to one-third (1/3)
of the  dividend  declared on a share of the Class B Common  Stock.  The Class A
Non-voting Preferred is entitled to the same discretionary cash dividends as the
common stock.

Special Dividend on Common Stock

     The  common  stock,  but not the Class B Common  Stock,  the Class C Common
Stock,  or the Class A  Non-voting  Preferred  Stock,  is  entitled to a special
dividend  equal to a  percentage  of the amount of any cash award in the form of
damages,   royalties,  or  otherwise  collected  by  Fonar  in  connection  with
enforcement  of United  States Patent No.  3,789,832 as follows:  3 1/4 % of the
first $10 million of any such cash award, 4 1/2 % of the next $20 million of any
such cash  award and 5 1/2 % of the  amount of any such cash  award in excess of
$30  million.  This  patent,  which was issued to the  President  of Fonar,  Dr.
Raymond V. Damadian,  in 1974 and  subsequently  exclusively  licensed by him to
Fonar, expired in February 1992. Special dividends of approximately $2.5 million
have been declared and paid on account of the patent. It is not anticipated that
any  further  special  dividends  will accrue on account of the  enforcement  of
Patent No. 3,789,832.

Special Dividends on Class A Non-voting Preferred Stock

     The Class A Non-voting  Preferred  Stock is entitled to a special  dividend
equal  to a  percentage  of any  award  or  settlement  collected  by  Fonar  in
connection with the enforcement of five of its patents in patent lawsuits,  less
commenced on or before  November 29, 1997, the special  dividend  payable on the
common stock with respect to U.S.  Patent No.  3,789,832 as follows:  3 1/4 % of
the first $10  million of any such cash  awards or  settlements,  4 1/2 % of the
next $20  million  of any such  cash  awards or  settlements  and 5 1/2 % of the
amount of any such cash awards or settlements in excess of $30 million. The five
patents are as follows:  Apparatus  and Method for  Detecting  Cancer in Tissue,
2/5/74,  U.S.  Patent  No.  3,789,832;   Apparatus  Including  Permanent  Magnet
Configuration,  6/23/87,  U.S.  Patent No.  4,675,609;  Apparatus and Method for
Multiple  Angle Oblique MRI,  10/3/89,  U.S.  Patent No.  4,871,966;  Solenoidal
Surface  Coils  for  Magnetic  Resonance  Imaging,  12/12/89,  U.S.  Patent  No.
4,887,038;  and Eddy Current Control in Magnetic  Resonance  Imaging,  10/29/91,
U.S. Patent No. 5061897.  Special  dividends of approximately  $5.3 million have
been  declared  and paid on account of these  patents.  It is  anticipated  that
approximately $464,500 in additional special dividends will be paid. Thereafter,
no further  dividends  will accrue on account of the  enforcement  of these five
patents.

     The board of directors  has reserved the right (but would not be obligated)
to  expand  the  dividend  to which the Class A  Non-voting  Preferred  Stock is
entitled,  to cover  additional  patents,  additional  lawsuits,  or both and to
increase the  percentage of any awards or  settlements  received in any lawsuits
which would be payable as a dividend.

     In addition,  the Board of Directors is authorized,  in its discretion,  to
declare  cash  dividends  from time to time  solely  on the  Class A  Non-voting
Preferred  Stock  or to fix  such  further  dividend  rights  for  the  Class  A
Non-voting Preferred Stock as it may determine, in its sole discretion.

Other Dividends and Distributions

     With respect to dividends and  distributions  other than cash dividends and
all other rights,  other than voting  rights,  shares of the common  stock,  the
Class B Common  Stock and Class A  Non-voting  Preferred  Stock rank equally and
have the same rights,  including  rights in liquidation.  A share of the Class C
Common Stock has one-third (1/3) of such rights.

Conversion

     Shares of Class B Common Stock are convertible into common stock on a share
for share  basis.  Shares of Class C Common  Stock are  convertible  into common
stock on a three for one basis. Shares of Class A Non-voting Preferred Stock and
shares of common stock are not convertible.

Preemptive Rights and Cumulative Voting

     Under  the  Fonar's  certificate  of  incorporation,  stockholders  have no
preemptive rights to subscribe for the new shares on a proportionate  basis. The
certificate of incorporation also does not provide for cumulative voting,  which
means  that  the  holders  of a  majority  of the  votes  can  elect  all of the
directors.

Preferred Stock

     No shares of Fonar's $ .001 par value  Preferred  Stock have been issued or
are  presently  planned to be issued.  Shares of the $ .001 par value  Preferred
Stock would have such voting powers and other designations,  preferences, rights
and voting powers and other designations, preferences, rights and qualifications
as the board of directors would establish.

Transfer Agent and Registrar

     Computershare,  formerly called American Securities Transfer & Trust, Inc.,
located at 12039 W. Alameda Parkway,  Lakewood,  Colorado 80228, is the transfer
agent and registrar  for Fonar's  common  stock,  Class B Common Stock,  Class C
Common Stock and Class A Non-voting Preferred Stock.

Validity of Issuance

     The  validity  of the shares  being  offered  hereby 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 financial statements and supplemental  financial schedules contained in
Fonar's latest annual report on Form 10-K,  incorporated  by reference into this
prospectus,  has been  examined by Tabb  Conigliaro & McGann,  to the extent set
forth in their report.  Such  financial  statements  and schedules were included
therein in reliance upon their reports,  given on their  authority as experts in
accounting and auditing.

                              Additional Documents

     This  prospectus is  accompanied  by Fonar's most recent Form 10-K, for the
fiscal year ended June 30, 2000 and most recent Form 10-Q for the fiscal quarter
ended  September 30, 2000,  filed with the  Securities  and Exchange  Commission
pursuant to the Securities and Exchange Act of 1934, as amended.

                                 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.

                           Incorporation By Reference

     The following documents are incorporated by reference into this Prospectus:

1.   Fonar's  Form  10-K  filed  pursuant  to  Section  13(a)  or  15(d)  of the
     Securities  and  Exchange Act of 1934 latest for the fiscal year ended June
     30, 2000, filed on September 28, 2000.

2.   Fonar's  Forms  10-Q  filed  pursuant  to  Section  13(a)  or  15(d) of the
     Securities and Exchange Act of 1934 for the fiscal quarter ended  September
     30, 2000, which was filed on November 13, 2000.

3    All  other  reports  filed  pursuant  to  Section  13(a)  or  15(d)  of the
     Securities  and  Exchange  Act of 1934  since  the end of the  fiscal  year
     covered by the annual report referred to in (1) above.



                                     Part II

                     Information Not Required in prospectus

              Item 14. Other Expenses of Issuance and Distribution

     The  following  statement  sets forth all expenses in  connection  with the
issuance  and  distribution  of the  securities  being  registered,  other  than
broker/dealer commissions.

             SEC registration filing fee                $4,241

             NASD filing fee                            $7,500*

             Blue Sky fees and expenses                 $2,500*

             Printing and Engraving                     $7,500*

             Professional Fees (Accounting & Legal)    $10,000*

             Miscellaneous                              $3,259*

                                 Total              $35,000.00*

     * Estimated

     Item 15. Indemnification of Directors and Officers

     Article Eighth of the Certificate of  Incorporation,  as amended,  of FONAR
Corporation provides as follows:

     The personal  liability of directors to the Corporation or its stockholders
for  monetary  damages  for breach of their  fiduciary  duties as  directors  is
eliminated,  provided  however,  that this  provision  shall not  eliminate  the
liability of a director (i) for any breach of the director's  duty of loyalty to
the  Corporation  or its  stockholders,  (ii) for acts or omissions  not in good
faith or which involve  intentional  misconduct or knowing violation of the law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.

     Article V of the  By-law's  of FONAR  Corporation  generally  provides  for
indemnification  of its officers and  directors to the full extent  permitted by
Delaware Corporation Law.

     Section 145 of the Delaware General Corporation Law permits indemnification
of officers,  directors  and  employees of Fonar under  certain  conditions  and
subject to certain limitations.

     The general effect of these  provisions is to protect Fonar's  officers and
directors against liability,  including  liability to Fonar's  stockholders,  in
cases where they have acted in good faith,  even where there have been errors in
judgement.

     Item 16. Exhibits and Financial Statement Schedules

     Exhibits

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

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 * 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.

10.6 * 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.

10.7 * 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.

10.8 * 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.

13.1 The Registrant's  Form 10-K filed pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange  Act of 1934 for the fiscal year ended June 30,  2000.
     See Exhibits.

13.2 The Registrant's  Form 10-Q filed pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934 for the fiscal quarter ended September 30,
     2000. See Exhibits.

23.1 Consent of Tabb,  Conigliaro & McGann,  P.C., 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

     The undersigned registrant hereby undertakes:

(1)  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.

(2)  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.

(3)  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.


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
has duly caused this  registration  statement  to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated: January 26, 2001

                                                         FONAR CORPORATION

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

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, 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                January 26, 2001
                            Board of Directors,
------------------------
Raymond V. Damadian         President and a
                            Director (Principal
                            Executive Officer)

/s/ Claudette J.V. Chan     Director                       January 26, 2001
------------------------
Claudette J.V. Chan

/s/ Robert J. Janoff        Director                       January 26, 2001
--------------------
Robert J. Janoff

/s/ Charles N. O'Data       Director                       January 26, 2001
----------------------
Charles N. O'Data


</TEXT>
</DOCUMENT>
