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<SEC-DOCUMENT>0000355019-04-000001.txt : 20040206
<SEC-HEADER>0000355019-04-000001.hdr.sgml : 20040206
<ACCEPTANCE-DATETIME>20040206161638
ACCESSION NUMBER:		0000355019-04-000001
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20040206
EFFECTIVENESS DATE:		20040206

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:	333-112577
		FILM NUMBER:		04574519

	BUSINESS ADDRESS:	
		STREET 1:		110 MARCUS DR
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
		BUSINESS PHONE:		6316942929

	MAIL ADDRESS:	
		STREET 1:		110 MARCUS DRIVE
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>s8.txt
<TEXT>
    As filed with the Securities and Exchange Commission on February 6, 2004
                                                 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                                    11-2464137
................................................................................
             (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)

                              2004 Stock Bonus Plan
................................................................................
                            (Full Title of the plans)

        Raymond V. Damadian, 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             Amt. to be      Proposed       Proposed       Amount of
securities           registered      maximum        maximum        registration
to be registered                     offering       aggregate      fee
                                     price per      offering
                                     share          price
- -------------------------------------------------------------------------------
Common Stock
par value $.0001      2,000,000        $1.40        $2,800,000       $354.76
_______________________________________________________________________________
Total                 2,000,000        $1.40        $2,800,000       $354.76

                * Pursuant to Rule 457, subsections (h) and (c)
                        Specified Date: February 3, 2004
<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 2004 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.

     5    Opinion of Counsel re Legality.

     23.1 Consent of Independent Certified Public Accountants.

     23.2 Consent of Counsel is included in Exhibit 5.

     99.1 2004 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 February 6, 2004.

                                       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
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                February 6, 2004
- -----------------------         Board of Directors,
Raymond V. Damadian             President and a Director
                                (Principal Executive Officer,
                                Principal Financial Officer and
                                Principal Accounting Officer)

/s/ Claudette J.V. Chan         Director                       February 6, 2004
- -----------------------
Claudette J.V. Chan
- -------------------
/s/ Robert J. Janoff            Director                       February 6, 2004

/s/ Charles N. O'Data           Director                       February 6, 2004
- ---------------------
Charles N. O'Data

/s/ Robert Djerejian            Director                       February 6, 2004
- --------------------
Robert Djerejian



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>ex05.txt
<TEXT>
                                    EXHIBIT 5

                         OPINION OF COUNSEL RE: LEGALITY

                                                              February 6, 2004

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 2004 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  2004 Stock Bonus Plan and
any applicable bonus stock awards made thereunder will be legally issued,  fully
paid and nonassessable.

     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>ex231.txt
<TEXT>

                                  EXHIBIT 23.1

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 of our report dated  September 29, 2003 which appears on page 40 of the
annual report on Form 10-K of Fonar  Corporation and  Subsidiaries  for the year
ended  June 30,  2003.

                                                   /s/ Marcum & Kliegman LLP
                                                   Marcum & Kliegman LLP

Woodbury, New York
February 5, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>ex232.txt
<TEXT>

                                  EXHIBIT 23.2

                              (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>ex991.txt
<TEXT>

                                  EXHIBIT 99.1

                              2004 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 the  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 February 4, 2004, and Bonus Stock awarded under the Plan must be
issued no later than February 3, 2014.

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 administration 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;  and (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  Shares 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 of kind of shares of Common Stock authorized by the Plan
and, with respect to  outstanding  shares of Common Stock covered by Stock Bonus
Awards but not yet issued, in the number of kind of stock covered by Stock Bonus
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 February 3, 2014, 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 duties; 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 February 4, 2004.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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