-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 OvaN1Y4NSx477W1z53Hx42+CpLm6aGqmyWjHOHjNVQpc8S5X4HTMfsVJyQ6A1cpS
 BwSLHrIRSyVyeQ7sQNowiA==

<SEC-DOCUMENT>0000355019-02-000014.txt : 20020531
<SEC-HEADER>0000355019-02-000014.hdr.sgml : 20020531
<ACCEPTANCE-DATETIME>20020531165921
ACCESSION NUMBER:		0000355019-02-000014
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20020531
EFFECTIVENESS DATE:		20020531

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FONAR CORP
		CENTRAL INDEX KEY:			0000355019
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093]
		IRS NUMBER:				112464137
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-89578
		FILM NUMBER:		02668159

	BUSINESS ADDRESS:	
		STREET 1:		110 MARCUS DR
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
		BUSINESS PHONE:		5166942929

	MAIL ADDRESS:	
		STREET 1:		110 MARCUS DRIVE
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>s8body.txt
<TEXT>
     As filed with the Securities and Exchange Commission on May 31, 2002
                                                   Registration No. _________
   __________________________________________________________________________
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                FONAR CORPORATION
 .............................................................................
             (Exact name of registrant as specified in its charter)
            Delaware                                            11-64137
 .............................................................................
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                            Identification No.)

110 Marcus Drive, Melville, New York                              11747
................................................................................
(Address of Principal Executive Office)                         (Zip Code)

                              2002 Stock Bonus Plan
 ..............................................................................
                            (Full Title of the plan)

           Henry T. Meyer, Esq., 110 Marcus Drive, Melville, New York 11747
 ..............................................................................
                     (Name and address of agent for service)

                                 (631) 694-2929
  .............................................................................
          (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
 ______________________________________________________________________________
Title of securities    Amt. to be       Proposed     Proposed      Amount of
to be registered       registered       maximum      maximum       registration
                                        offering     aggregate     fee
                                        price per    offering
                                        share        price
- -------------------------------------------------------------------------------
Common Stock
par value $.0001       2,000,000        $1.37        $2,740,000     $252.08
_______________________________________________________________________________
Total
                       2,000,000        $1.37        $2,740,000     $252.08

                 * Pursuant to Rule 457, subsections (h) and (c)
                         Specified Date: May 30, 2002

<PAGE>

                                    PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents,  filed with, or furnished to, the  Commission are
incorporated in this registration statement by reference:

     (a)  The  registrant's  latest annual report on Form 10-K filed pursuant to
          Section  13(a) or 15(d) of the  Securities  Exchange  Act of 1934,  as
          amended (the "Exchange Act").

     (b)  All other reports filed by the registrant pursuant to Section 13(a) or
          15(d) of the  Exchange Act since the end of the fiscal year covered by
          the annual report on Form 10-K referred to in (a) above.

     (c)  The description of securities  which is contained in Form 8-A filed by
          the  registrant  pursuant to Section 12 of the Exchange Act  including
          any  amendment  or  report  filed for the  purpose  of  updating  such
          description.

     All  documents  subsequently  filed by the  registrant  pursuant to Section
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which either indicates that all securities offered have
been sold or deregisters all securities then remaining  unsold,  shall be deemed
to be incorporated by reference in this registration  statement and to be a part
hereof from the date of filing such documents.

Item 4. Description of Securities.

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

Item 5. Interests of Named Experts and Counsel.

     The  validity of the  securities  being  registered  will be passed upon by
Henry T. Meyer,  Esq.,  General  Counsel to the  registrant,  110 Marcus  Drive,
Melville,  New York  11747.  Mr.  Meyer is an  employee  of the  registrant  and
eligible to receive, in the discretion of the appropriate Committee or the Board
of Directors, awards of shares under the 2002 Stock Bonus Plan.

Item 6. Indemnification of Directors and Officers.

     Article Eighth of the  Certificate  of  Incorporation,  as amended,  of the
registrant  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-Laws  of  the   registrant   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 the Company under certain  conditions  and
subject to certain limitations.

Item 7. Exemption From Registration Claimed.

     Not  applicable.  No  restricted  securities  are to be reoffered or resold
pursuant to this registration statement.

Item 8. Exhibits.

4.1  Article  Fourth of the  Certificate  of  Incorporation,  as  amended by the
     Certificate  of  Amendment  filed  June 9,  1995,  incorporated  herein  by
     reference to Exhibit 4.1 to the registrant's registration statement on Form
     S-8, Commission File No. 33-62099.

4.2  Section A of Article Fourth of the Certificate of Incorporation, as amended
     by the  Certificate of Amendment  filed May 21, 2001 and the Certificate of
     Correction filed June 13, 2001, incorporated herein by reference to Exhibit
     4.2 to the registrant's registration statement on Form S-8, Commission File
     No. 333-66760.

4.3  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.

5    Opinion of Counsel re Legality.

23.1 Consent of Certified Public Accountants.

23.2 Consent of Counsel is included in Exhibit 5.

99.1 2002 Stock Bonus Plan.

Item 9. 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;

          (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.Provided,  however, that 1 (i) and 1(ii) do not apply if the
          information  required  to be included  in a  post-effective  amendment
          thereby is  contained  in  periodic  reports  filed by the  registrant
          pursuant to section 13 or section 15(d) of the Securities Exchange Act
          of  1934  that  are  incorporated  by  reference  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 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  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  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  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 that time shall be deemed to be the initial bona fide offering thereof.

     The  Certificate of  Incorporation  and By-Laws of the  registrant  contain
various  provisions for limitation of liability and  indemnification of officers
and  directors,  as described  in Item 6.  Section 145 of the  Delaware  General
Corporation  law permits  indemnification  of officers,  directors and employees
under certain conditions.

     Insofar as  indemnification  for liability 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>

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-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Village of Melville, State of New York, on May 31, 2002.


                                                 FONAR CORPORATION


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


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                       Title                         Date
- ---------                       -----                         ----

/s/ Raymond V. Damadian         Chairman of the Board         May 31, 2002
- -----------------------         of Directors, President
Raymond V. Damadian             and a Director (Principal
                                Executive Officer)


/s/ Claudette Chan              Director                      May 31, 2002
- ------------------
Claudette Chan


/s/ Robert J. Janoff            Director                      May 31, 2002
- --------------------
Robert J. Janoff


                                Director                      May 31, 2002
- ---------------------
Charles N. O'Data


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>s8x050.txt
<TEXT>
                                    EXHIBIT 5

                         OPINION OF COUNSEL RE: LEGALITY


                                                             May 31, 2002


Fonar Corporation
110 Marcus Drive
Melville, NY  11747

Dear Sirs:

     I refer to the Registration  Statement on Form S-8 to which this opinion is
an Exhibit (the "Registration  Statement"),  being filed by Fonar Corporation, a
Delaware   corporation  (the  "Company"),   with  the  Securities  and  Exchange
Commission under the Securities Act of 1933, as amended,  relating to: 2,000,000
shares  of the  Company's  Common  Stock  which may be  issued  pursuant  to the
Company's 2002 Stock Bonus Plan ("Bonus Common Stock").

     As counsel for the Company, I have examined the originals or photostatic or
certified  copies of such records,  certificates and instruments of the Company,
certificates  of officers of the Company and of public  officials and such other
instruments  and  documents  as I have deemed  relevant  and  necessary  for the
purposes of rendering the opinions set forth below. In such examination,  I have
assumed the  genuineness of all  signatures,  the  authenticity of all documents
submitted  to me as  originals,  the  conformity  to original  documents  of all
documents   submitted  to  me  as  certified  or  photostatic   copies  and  the
authenticity  of the  originals  of  such  copies  and  the  correctness  of all
statements of fact contained therein.

     Based upon the foregoing, I am of the opinion that:

     The  Bonus  Common  Stock has been duly and  validly  authorized,  and when
issued in accordance  with the terms of the Company's  2002 Stock Bonus Plan and
any applicable bonus stock awards made thereunder will be legally issued,  fully
paid and non-assessable.

     I consent to the filing of this  opinion as an exhibit to the  Registration
Statement and to the reference to me in Item 5 of the Registration Statement.

                                                     Very truly yours,

                                                     /s/ Henry T. Meyer
                                                     Henry T. Meyer, Esq.
                                                     General Counsel

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>s8x231.txt
<TEXT>
                                  EXHIBIT 23.1

                     CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS


Consent of Certified Public Accountants


We consent to the use in this registration  statement on Form S-8 of our report,
dated September 2, 2001, except for note 13, as to which the date is October 25,
2001,  of  the  Consolidated  Financial  Statements  of  Fonar  Corporation  and
Subsidiaries included in the annual report of Fonar Corporation on Form 10-K for
the fiscal  year ended  June 30,  2001,  which  report is  incorporated  in this
registration statement by reference.

The Consolidated Financial Statements consist of the Consolidated Balance Sheets
as at June 30, 2001 and June 30, 2000 and the related Consolidated  Statement of
Operations,  Stockholders'  Equity and Cash  Flows for the years  ended June 30,
2001, 2000 and 1999 with related notes.

                                                 /s/ Grassi & Co., CPA's, P.C.
                                                 Grassi & Co., CPA's, P.C.




New York, New York
May 31, 2002


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>s8x232.txt
<TEXT>

                                  EXHIBIT 23.2

                  (CONSENT OF COUNSEL IS INCLUDED IN EXHIBIT 5)


Consent of Counsel

     The  consent of Henry T. Meyer,  Esq.  is included in his opinion  filed as
Exhibit 5 to this Registration Statement.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>s8x991.txt
<TEXT>
EXHIBIT 99.1

2002 STOCK BONUS PLAN


1.   Purposes of the Plan.

The  purpose  of  this  Stock  Bonus  Plan  (the  "Plan")  is  to  assist  FONAR
Corporation,  a Delaware corporation (the  "Corporation"),  and its subsidiaries
(as  hereinafter  defined)  in  attracting  and  retaining  the  services of key
employees,  non-employee directors,  officers, advisors and consultants,  and to
secure for the  Corporation and its  subsidiaries  the benefits of the incentive
inherent in ownership of the Corporation's  equity securities by parties who are
responsible  for the continuing  growth and success of th e Corporation  and its
subsidiaries.

For the purposes of this plan, the term "subsidiary" and/or "subsidiaries" shall
mean any  corporation of which the majority of the  outstanding  voting stock is
owned directly or indirectly by the Corporation.

2.   Shares Subject to the Plan.

Subject to the  provisions  of Section 7 of the Plan,  an aggregate of 2,000,000
shares of Common Stock, par value $.0001 per share, of the Corporation  ("Common
Stock"),  are  available  for the issuance  under the Plan as  compensation  for
services to the Corporation ("Bonus Stock").

The  shares to be issued as Bonus  Stock  under the Plan may be  authorized  but
unissued  shares of Common Stock or issued shares of Common Stock which are held
in the treasury of the Corporation.

3.   Term of the Plan.

Subject to the provisions of Section 8 and 10, the Plan shall commence effective
as of June 1, 2002,  and Bonus  Stock  awarded  under the Plan must be issued no
later than May 31, 2012.

4.   Administration of the Plan.

The Plan shall be administered by a committee which shall consist of two or such
greater or lesser  number of members,  as  determined  by the Board of Directors
from time to time,  who shall be  appointed  by the  Board of  Directors  of the
Corporation  (the  "Committee")  or, in the absence of such a Committee,  by the
Board of Directors of the  Corporation.  Directors  of the  Corporation  who are
either eligible to receive Bonus Stock, or to whom Bonus Stock has been granted,
may  vote on any  matters  affecting  the  admin  istration  of the  plan or the
granting of Bonus Stock under the Plan. Any action of the Committee may be taken
by a written  instrument  signed by a majority of the  members of the  Committee
then in  office.  Members of the  Committee  need not be members of the Board of
Directors.

Subject to the express  provisions  of the Plan,  the  Committee or the Board or
Directors, as the case may be, shall have the authority, in its discretion:  (i)
to  determine  the  parties to receive  Bonus  Stock,  the times when they shall
receive such awards,  the number of shares to be issued, and the time, terms and
conditions  of the issuance of any such shares;  (ii) to construe and  interpret
the  terms  of the  Plan;  (iii) to  establish,  amend  and  rescind  rules  and
regulations  for the  administration  of the  Plan;  a nd (iv) to make all other
determinations   necessary  or  advisable  for   administering   the  Plan.  The
determinations  of the Committee or the Board of Directors,  as the case may be,
on the matters referred to in this Section 4 shall be final and conclusive.

5.   Eligibility and Selection.

The Committee or the Board of Directors, as the case may be, shall have sole and
absolute  discretion  to issue Bonus  Stock under the Plan to reward  employees,
non-employee directors,  advisors and consultants for services rendered or to be
rendered to or for the benefit of the  Corporation,  or any of its  subsidiaries
(the grant of Bonus Stock under this Plan shall be referred to as a "Bonus Stock
Award").  In determining the parties to whom Bonus Stock Awards shall be granted
under the Plan and the number of shares of Common  Stock which may be granted to
such persons, the Committee or the Board of Directors, as the case may be, shall
consider the duties of the parties, their present and potential contributions to
the success of the  Corporation,  and such other factors as the Committee or the
Board of Directors  deems relevant in furthering the purposes of the granting of
such Bonus Stock and the interests of the Corporation.  A party may receive more
than one Bonus Stock Award under the Plan.

6.   Bonus Stock Awards.

(a)  The  Committee  or the  Board  of  Directors,  as the  case  may be,  shall
     determine for each party chosen to participate in the Plan  ("Participant")
     the number of shares of Common  Stock to be  covered  by each  Bonus  Stock
     Award  and the  installments,  if any,  in which the  Bonus  Stock  will be
     granted.

(b)  The  Committee  or the  Board  of  Directors  shall  determine  the  terms,
     conditions  and  restrictions,  if any,  to which such  Bonus  Stock or its
     issuance will be subject.  Any restrictions imposed shall be evidenced by a
     written  agreement  executed by the Participant.  Such agreement shall also
     include any terms and conditions required by applicable securities laws.

(c)  The Corporation shall deliver to the Participant on the date specified,  or
     as soon thereafter as is practicable,  the number of shares of Common Stock
     specified  in such  Participant's  Bonus  Stock  Award,  subject  to and in
     accordance with the Bonus Stock Award.

(d)  Bonus Stock  Awards shall not be  transferable  other than by the last will
     and testament of the holder of the Bonus Stock Award or the applicable laws
     of descent and distribution.  Bonus Stock Awards may not be assigned, sold,
     transferred,  pledged,  hypothecated  or disposed of in any way (whether by
     operation of law or otherwise) except to the extent expressly  provided for
     in the Plan and shall not be subject to  execution,  attachment  or similar
     process.

7.   Dilution and Other Adjustments.

In the event of any  change  in the  outstanding  Common  Stock by reason of any
stock   dividend   or   split,    recapitalization,    merger,    consolidation,
reorganization,  combination  or  exchange of shares of Common  Stock,  or other
similar corporate change,  the Committee or the Board of Directors,  as the case
may be, shall make such  adjustments  as it, in its absolute  discretion,  deems
equitable in the number and kind of shares of stock  authorized by the Plan and,
with  respect to shares of Common  Stock  covered by Bonus S tock Awards but not
yet  issued,  in the number and kind of shares of stock  covered by Bonus  Stock
Awards made under the Plan.

8.   Termination and Amendment of the Plan.

Unless sooner terminated,  as hereinafter provided, this Plan shall terminate at
11:59 p.m. on May 31, 2012, and no Bonus Stock shall be granted  hereunder after
that date.  The Board of Directors  may terminate or amend this Plan at any time
without  notice,  or make  such  modifications  of this  Plan as it  shall  deem
advisable.  No termination,  amendment or modification of the Plan may adversely
affect the rights of any party to whom a Bonus Stock Award has been made without
such party's consent.

9.   Indemnification.

In  addition  to such  other  rights  of  indemnification  as they  may  have as
directors or as members of the  Committee,  the members of the Committee and the
Board  of  Directors  shall  be  indemnified  by  the  Corporation  against  the
reasonable expenses, including attorney's fees actually and necessarily incurred
in  connection  with  the  defense  of any  action,  suit or  proceeding,  or in
connection with any appeal therein,  to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection  with the
Plan or any Bonus Stock Award granted  thereunder,  and against all amounts paid
by them in settlement  thereof (provided that such settlement is approved by the
Corporation)  or paid by them in  satisfaction of a judgment in any such action,
suit or  proceeding,  except  in  relation  to  matters  as to which it shall be
adjudicated in such action,  suit or proceeding  that such  Committee  member or
director,  as the case may be, is liable for  negligence  or  misconduct  in the
performance  of his dut ies;  provided that within 10 days after  institution of
any such action, suit, or proceeding a Committee member or director, as the case
may be,  shall  offer the  Corporation  in writing the  opportunity,  at its own
expense, to handle and defend the same.

10.  Effectiveness of the Plan.

The Plan shall become effective on June 1, 2002.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
