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<SEC-DOCUMENT>0000355019-04-000020.txt : 20040628
<SEC-HEADER>0000355019-04-000020.hdr.sgml : 20040628
<ACCEPTANCE-DATETIME>20040625213437
ACCESSION NUMBER:		0000355019-04-000020
CONFORMED SUBMISSION TYPE:	S-3
PUBLIC DOCUMENT COUNT:		9
FILED AS OF DATE:		20040628

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-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-116909
		FILM NUMBER:		04883189

	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-3
<SEQUENCE>1
<FILENAME>tws3body.txt
<TEXT>
              As filed with the Securities and Exchange Commission
                                On June 25, 2004
                                Registration No.

                       SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-3

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                FONAR CORPORATION

             (Exact name of registrant as specified in its charter)

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

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

                            Raymond V. Damadian, M.D.
                                FONAR CORPORATION
                                110 Marcus Drive
                            Melville, New York 11747
                                 (631) 694-2929

- --------------------------------------------------------------------------------
(Name, address,  including zip code, and telephone number,  including area code,
of agent for service)

                  Please send copies of all communications to:

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

     Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration  Statement If the only
securities  being registered on this Form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box. [ ]

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

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

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

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

                         CALCULATION OF REGISTRATION FEE


                                     Proposed        Proposed
Title of                             maximum         maximum
each class of        Amount          offering        aggregate      Amount of
securities to        to be           price           offering       registration
be registered        registered      per unit        price          fee
- --------------------------------------------------------------------------------
Common Stock(1)
Par value
$0.0001
per share            1,400,000        $1.29          $1,806,000     $228.82
- --------------------------------------------------------------------------------

1) Pursuant to Rule 457, subsections (c) and (g):  Specified date: June 13, 2004

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

<PAGE>

PROSPECTUS

                                1,400,000 Shares

                                FONAR CORPORATION

                                  Common Stock

     This is a prospectus for the resale,  from time to time, of up to 1,400,000
shares of our  common  stock  which may be  issued to the  selling  stockholders
listed  in  this  prospectus,  or by the  pledgees  or  donees  of  the  selling
stockholders or by other  transferees who may receive the shares of common stock
in transfers  other than public  sales.  We will not receive any of the proceeds
from the sale of these shares.

     The selling  stockholders  may sell the shares in open market  transactions
from time to time at market prices through brokers, dealers or agents. See "PLAN
OF DISTRIBUTION" at page 11 of this prospectus for a more detailed discussion of
the manner in which the shares may be sold.

     Our common  stock is traded on the Nasdaq Small Cap Market under the symbol
"FONR." On June 13, 2004, the last reported sales price for our common stock was
$1.29 per share.

     Investing  in our common stock  involves a high degree of risk.  You should
consider carefully the risk factors described in this prospectus before making a
decision to purchase our stock. See "RISK FACTORS" at page 5 of this prospectus.

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

                  The Date of this Prospectus is June 25, 2004.

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

                                TABLE OF CONTENTS

ABOUT  THIS PROSPECTUS........................................................3
ABOUT FONAR...................................................................3
ABOUT THIS OFFERING...........................................................5
RISK FACTORS..................................................................5
FORWARD LOOKING STATEMENTS....................................................8
USE OF PROCEEDS...............................................................9
SELLING STOCKHOLDERS..........................................................9
PLAN OF DISTRIBUTION ........................................................11
LEGAL MATTERS................................................................12
EXPERTS......................................................................12
INDEMNIFICATION..............................................................12
WHERE YOU CAN FIND MORE INFORMATION..........................................13
INCORPORATION OF INFORMATION WE FILE WITH THE SEC........................... 13

                              ABOUT THIS PROSPECTUS

     This prospectus is part of a registration  statement that we filed with the
Securities  and  Exchange  Commission.  Under this  registration  statement  the
selling stockholders may sell from time to time up to 1,400,000 shares of common
stock issuable upon the exercise of our callable warrants.

     Periodically,  we expect to provide a prospectus  supplement that will add,
update or change information contained in this prospectus.  You should read both
this  prospectus  and any  prospectus  supplement  together with the  additional
information  described  below  under  the  heading  "Where  You  Can  Find  More
Information."

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

                             ABOUT FONAR CORPORATION

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

     Fonar  offers  the  following  MRI  scanners:   the  Stand-Up(TM)  MRI  and
Fonar-360(TM).  For the 2003 fiscal year, the revenues recognized by our medical
equipment segment (including product sales, service and certain license fees and
royalties product) were $30 million and for the first nine months of fiscal 2004
the revenues recognized by our medical equipment segment were $33 million.

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

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

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

     In addition to manufacturing MRI scanning  systems,  we formed a subsidiary
in 1997, Health Management Corporation of America, which we sometimes call HMCA.
HMCA is engaged in the business of managing MRI imaging  facilities and physical
rehabilitation  and  therapy   practices.   HMCA  provides  and  supervises  the
non-medical  personnel  for the clients at their sites.  At HMCA we also provide
our clients centralized billing, collection, marketing, advertising,  accounting
and  financial  services.  We also provide  office  equipment  and  furnishings,
consumable supplies and in some cases the office space used by our clients.  All
of  HMCA's  client  professional  corporations  are  owned by  Fonar's  founder,
President and Chairman of the Board,  Dr. Raymond V. Damadian.  Negotiations are
in progress,  however, for the physical therapy and rehabilitation  practices to
be  transferred  to  other  physicians.  As  presently  contemplated,   the  new
physicians  would  substitute  their  own  professional   corporations  for  Dr.
Damadian's  professional  corporations  rather than for Dr. Damadian to sell the
stock or assets of his professional corporations to the new physicians.  HMCA or
its subsidiary Dynamic Healthcare Management,  Inc. would continue to manage the
facilities.  Professional  corporations  owned by Dr. Damadian would continue to
own the MRI facilities.

     HMCA  currently  manages 10 MRI  facilities  and six  physical  therapy and
rehabilitation practices. In April 2003, HMCA sold its subsidiary, A&A Services,
Inc. which managed primary care medical practices. For the 2003 fiscal year, the
revenues  HMCA  recognized  from the MRI  facilities  were $13.5 million and the
revenues recognized from the physical therapy and rehabilitation  practices were
$9.4 million.  The revenues  recognized  from the management of the primary care
medical  practices  were $1.2 million  through April 9, 2003,  when we sold this
part of our  business.  These  revenues and the results of the operation of this
part of our business are part of discontinued operations and are not included in
our  discussion  of the results of our  consolidated  or HMCA's  operations  for
current or prior periods. Since this sale of A&A Services,  Inc., none of HMCA's
clients are parties to capitated or other risk sharing plans with HMO's, managed
care companies or other insurers.  For the first nine months of fiscal 2004, the
revenues recognized by HMCA's clients from the MRI facilities were $10.9 million
and the  revenues  recognized  from  the  physical  therapy  and  rehabilitation
practices were $11.1 million.

     Approximately 65.2% of our consolidated  revenues for the first nine months
of fiscal  2004,  56.6% of our  consolidated  revenues for the fiscal year ended
June 30, 2003 and 37.4% of our  consolidated  revenues for the fiscal year ended
June 30, 2002 were from our medical equipment  segment.  Approximately  34.8% of
our consolidated revenues for the first nine months of fiscal 2004, 43.4% of our
consolidated  revenues  for the fiscal year ended June 30, 2002 and 62.6% of our
consolidated  revenues  for the fiscal year ended June 30, 2002 were from HMCA's
management services.

     This change is  principally  due to the increased  sales  revenues from our
Stand-Up(TM) MRI scanners,  which increased from $11.1 million in fiscal 2002 to
$24.3  million in fiscal 2003 and to $28.6  million for the first nine months of
fiscal 2004.  Revenues  attributable to HMCA's continuing  operations  declined,
however,  by 15.1% to $22.9  million in fiscal 2003 from $27.0 million in fiscal
2002.  For the first nine months of fiscal 2004,  however,  HMCA  revenues  were
$17.6  million as compared to $17.3  million for the first nine months of fiscal
2003.  The earlier  decrease in revenues  reflected a decline in MRI scan volume
prior to upgrading  older scanners and the closing of certain MRI facilities and
other facilities we managed.  The number of facilities with new scanners managed
by HMCA, however, has been increasing. Presently, five of the ten MRI facilities
managed by HMCA are equipped with Stand-Up(TM) MRI scanners.

     Approximately 44% of our consolidated  revenues and 100% of HMCA's revenues
for the first nine months of fiscal 2004, 58% of our  consolidated  revenues and
99% of HMCA's  revenues  for the fiscal  year ended June 30, 2003 and 78% of our
consolidated  revenues and 99% of HMCA's revenues for the fiscal year ended June
30,  2002  were  derived  from  professional  corporations  and  other  entities
controlled by Dr. Raymond V. Damadian or members of his family. The consolidated
revenues include revenues from sales and service by Fonar to such entities: $4.4
million for the first nine months of fiscal  2004,  $7.7 million for fiscal 2003
and $6.5 million for fiscal 2002. Confirming our expectation of increased demand
for our MRI scanners, product sales revenues in the medical equipment segment to
unrelated  parties  increased by 229% in fiscal 2003 to $17.7  million from $5.4
million in fiscal 2002.  For the first nine months of fiscal 2004 product  sales
revenues in the medical  equipment  segment has already  reached $24.7  million,
surpassing  the total of $17.7  million  for the full  fiscal  2003  year.  This
increase in product sales to unrelated  parties is the principal  reason for the
reduction  of the  percentage  of our  revenues  derived  from  sales to related
parties.

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

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

                               ABOUT THIS OFFERING

     The selling  stockholders  will act independently of us in making decisions
with  respect to the timing,  manner and size of sales of the  shares.  They may
sell them in the open  market at  market  prices  through  brokers,  dealers  or
agents,   or  in  private   transactions  on  negotiated  terms.  See  "PLAN  OF
DISTRIBUTION"  for a more  detailed  discussion of the ways in which the selling
stockholders might sell their shares.

     Our common stock is traded on the Nasdaq Small Cap Market.

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

                                  RISK FACTORS

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

                                  RISK FACTORS

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

1.   We have and continue to experience significant losses.

     For the fiscal years ended June 30, 2003 and June 30, 2002, we  experienced
net losses of $15.0  million  and $22.9  million  respectively  and losses  from
operations of $15.1 million and $14.4  million,  respectively.  Total net losses
from  continuing  operations  for fiscal 2003 and fiscal 2002 were $15.2 million
and $17.0 million  respectively.  In fiscal 2003, we recognized a total net gain
of $194,000 from  discontinued  operations as compared to a loss of $5.9 million
in fiscal 2002. The gain in fiscal 2003 was  attributable  to a gain of $510,000
realized from the sale of the discontinued operations. For the first nine months
of fiscal 2004,  we  experienced  a net loss of $8.0 million and a net loss from
operations of $7.6 million as compared to a net loss of $12.0 million and a loss
from operations of $11.1 million for the first nine months of fiscal 2003.

     We have  been  able to fund our  losses  to date  from the  $10,641,000  in
funding  received from The Tail Wind Fund Ltd.  between May, 2001 and April 2004
(which  includes  proceeds from the exercise of warrants) and the $128.7 million
judgment,  net $77.2  million  after  attorney's  fees,  received  from  General
Electric  Company in 1997 for patent  infringement  and the settlement  proceeds
from other patent litigation  settlements with other  competitors.  The terms of
these settlement agreements are required to be kept confidential. More recently,
we have  improved our  liquidity  and cash  position  not only through  revenues
generated by the sale of Stand-Up(TM) MRI scanners but by the issuance of shares
of our common stock in  connection  with the payment of vendors and suppliers of
goods and services. The greater number of these shares were used in lieu of cash
to pay the costs of manufacturing our MRI scanners.

     As of June 30, 2003, our consolidated  balance sheet reflected $9.3 million
in cash and cash  equivalents  and $5.8 million in marketable  securities out of
total  current  assets of $35.3  million as compared to $7.5  million in cash or
cash equivalents and $5.6 million in marketable  securities out of total current
assets  of  $45.1  million  as of June  30,  2002.  As of March  31,  2004,  our
consolidated  balance sheet showed $7.0 million in cash and cash equivalents and
$11.3 million in  marketable  securities  out of total  current  assets of $52.3
million,  reflecting  the investment of more cash in marketable  securities.  We
believe that we will be able to reverse our operating  losses by continuing  the
marketing of our new MRI scanners, particularly our Stand-Up(TM) MRI scanners.

     HMCA operating losses from continuing  operations increased to $3.8 million
in fiscal 2003 from $1.1 million in fiscal 2002.  Contributing  to the operating
loss of HMCA, was an impairment loss of $795,237 on a management  agreement with
an  unprofitable  physical  rehabilitation  and therapy  facility  which  ceased
operations  in the  beginning of the second  quarter of fiscal 2003.  Since that
time all HMCA  managed  facilities  have  been  owned  by Dr.  Damadian.  We are
optimistic  that we can restore HMCA to  profitability  principally by upgrading
scanners at MRI facilities we manage to Stand-Up(TM)  MRI scanners.  Five of our
10 managed MRI  facilities  now have the  Stand-Up(TM)  MRI. For the nine months
ended March 31, 2004, HMCA's operating results had improved to an operating loss
of $429,000 as compared to an operating  loss of $2.4 million for the first nine
months ended March 31, 2003.

     There can be no  assurance,  however,  that we can  reverse  our  operating
losses.

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

     Our ability to generate future operating profits will depend on our ability
to market and sell our MRI products. The Stand-Up(TM) MRI and Fonar 360 scanners
have been  introduced  into the market.  Although we are  optimistic  that these
scanners'  features  will  make  them  competitive,  and we  perceive  that  the
Stand-Up(TM)  MRI  is  successfully  penetrating  the  market,  there  can be no
assurance as to the degree, timing or continuation of market acceptance of these
products.  We have received orders,  however, for 8 Stand-Up(TM) MRI scanners in
fiscal 2001, 16 Stand-Up(TM)  MRI scanners in fiscal 2002, 23  Stand-Up(TM)  MRI
scanners in fiscal 2003 and as of June 16, 2004, 40 Stand-Up(TM) MRI scanners in
fiscal 2004.  The product we are promoting most  vigorously is the  Stand-Up(TM)
MRI. We believe the  Stand-Up(TM)  MRI is the most promising  because it enables
scans to be performed on patients in weight bearing positions,  such as sitting,
standing  or  lying  at an  intermediate  angle  or in any  of the  conventional
recumbent positions. The following chart shows the revenues attributable to each
model during  fiscal year 2003 and fiscal year 2002 and the first nine months of
fiscal  2004.  Please note that we recognize  the revenue on scanner  sales on a
percentage  of  completion  basis.  This  means we book  revenue  not as cash is
received  or sales are made,  but as the  scanner  is built.  Consequently,  the
revenues for a fiscal period do not  necessarily  relate to the orders placed in
that period.


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

         Model            Fiscal Year      Fiscal Year         Fiscal Year
                          2004 (9 months)    2003                  2002
                          ---------------    ----                  ----

         Stand-Up          $28,605,240     $24,298,460         $ 11,089,675
         Fonar 360                   0               0                    0
         Beta (used)                 0     $   100,000         $    361,000

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

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

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

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

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

         HMCA performs billing and collection services for the medical practices
and MRI facilities it manages. The viability of HMCA's clients and their ability
to remit  management  fees to HMCA  depends on HMCA's  ability  to  collect  the
clients'  receivables.  Collectibility  of these  receivables  can be  adversely
affected by the longer payment cycles and rigorous informational requirements of
some  insurance  companies or other third party payors.  Proper  authorizations,
referrals  and  confirmation  of  coverage  for  patients,  as well as issues of
medical  necessity,  need to be addressed  prior to the  rendering of service to
assure prompt payment of claims. HMCA believes it is properly addressing billing
and collection  requirements  and issues for its clients and that its collection
rates are good.  Nevertheless,  the regulations and  requirements  applicable to
medical billing and collections could change in the future and result in reduced
or  delayed  collections.  Approximately  99%  of  the  receivables  billed  and
collected by HMCA in fiscal 2003 were from  professional  corporations  owned by
Dr. Raymond V. Damadian and 100% of the receivables billed and collected by HMCA
for the nine months  ended March 31,  2004 were from  professional  corporations
owned by Dr. Damadian.

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

         HMCA receives substantially all of its revenue from physician practices
and providers of MRI services.  Consequently,  HMCA would be indirectly affected
by changes in medical insurance reimbursement  policies, HMO policies,  referral
patterns,  no-fault  and  workers  compensation  reimbursement  levels and other
factors affecting the  profitability of a medical practice or MRI facility.  The
types of  medical  providers  served  by HMCA are MRI  facilities  and  physical
therapy and  rehabilitation  practices.  There are  currently 10 MRI  facilities
served by HMCA located in New York,  Florida and Georgia.  The physical  therapy
and  rehabilitation  practices  consist  of six  offices  located  in New  York.
Approximately 57.6% of HMCA's clients' revenues in fiscal 2003 and approximately
43.0% of HMCA's  clients'  revenues in fiscal 2002 were  generated from no-fault
and personal injury protection  claims.  Approximately  10.8% of HMCA's clients'
revenues  were from workers'  compensation  claims in fiscal 2003 as compared to
9.3% in fiscal  2002.  For the first nine  months of fiscal  2004  approximately
58.2% of HMCA's  clients'  revenues  were  generated  from no-fault and personal
injury  protection  claims and 6.5% were  generated  from workers'  compensation
claims.  In  addition,  in fiscal 2003,  approximately  12.0% of the revenues of
HMCA's  clients  were  attributable  to Medicare and 0.5% were  attributable  to
Medicaid.  In fiscal 2002,  approximately 8.8% of the revenues of HMCA's clients
were  attributable to Medicare and 0.2% were  attributable to Medicaid.  For the
first nine months of fiscal 2004,  approximately  8.3% of the revenues of HMCA's
clients were  attributable to Medicare and 0.73% were  attributable to Medicaid.
Although we do not know of any pending adverse development affecting these types
of  programs,  future  changes  in the  reimbursement  levels  for MRI,  workers
compensation,  no fault  reimbursement  or Medicare,  or changes in  utilization
policies for MRI or physical  rehabilitation  therapy could adversely affect the
ability of HMCA's  clients to pay HMCA's fees. In addition,  HMCA depends on the
ability of its clients to attract and retain  physicians and other  professional
staff.

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

     HMCA acquired  businesses in 1997 and 1998 which were  essentially  service
businesses  for  purchase  prices  based on earnings  multiples  rather than net
tangible assets.  As the fair value of the tangible assets was small relative to
the purchase price, the consolidated balance sheet of Fonar and its subsidiaries
has reflected an allocation of the purchase price in excess of the fair value of
the tangible assets exclusively to management  agreements,  an intangible asset.
For fiscal 2003 and fiscal 2002, amortization of management agreements, which is
over a period of twenty  (20) years,  reduced  net profits by $696,285  for both
fiscal years.  For fiscal 2004, the  amortization  was reduced to  approximately
$634,000  annually  because of the impairment loss of $795,237 on the management
agreement for an unprofitable site which was closed during the second quarter of
fiscal 2003. This amortization is a non-cash expense.

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

     Although  HMCA does not provide  medical  services,  it is possible  that a
patient suing one of HMCA's client  medical  practices or MRI  facilities  would
also sue HMCA. Except for two of the 10 current MRI facilities, neither HMCA nor
its clients  carry  professional  liability  insurance.  Physicians  working for
HMCA's  clients,  however,  are  required  to  maintain  professional  liability
insurance in the minimum amount of  $1,000,000/$3,000,000.  Such insurance would
not cover  HMCA or a client  professional  corporation,  which was not  insured,
however, in the event a claim were made which was not covered by the physician's
insurance.  Claims  in  excess  of  insurance  coverage  might  also  have to be
satisfied by HMCA or its uninsured clients if they were named as defendants.

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

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

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

     Dr. Raymond V. Damadian, the President, Chairman of the Board and principal
stockholder  of Fonar is and will  continue  to be in  control of Fonar and in a
position to elect all of the directors of Fonar. As of June 15, 2004, there were
outstanding  98,199,765 shares of common stock, having one vote per share, 4,153
shares of Class B common stock,  having ten votes per share and 9,562,824 shares
of Class C common stock, having 25 votes per share. Of these totals Dr. Damadian
owns  2,488,274  shares of common stock and  9,561,174  shares of Class C common
stock, giving him approximately 72% of the voting power of Fonar's voting stock.
This  means that the  holders  of the  common  stock will not be able to control
decisions  concerning any merger or sale of Fonar,  the election of directors or
the determination of business and management policy.

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

     In connection with the issuance of 4% convertible  debentures issued to The
Tail Wind Fund,  Ltd. in May 2001,  we issued  purchase  warrants  and  callable
warrants.  As of June 15,  2004  there were  outstanding  purchase  warrants  to
purchase an  aggregate  of  1,454,875  shares of our common stock at an exercise
price of $0.79 per share,  subject to adjustment.  All of the callable  warrants
have been exercised.

     Of the purchase  warrants,  1,000,000 are held by The Tail Wind Fund,  Ltd.
and 454,875 were issued to the placement agent and its designees.  The placement
agent,  exercised  its  warrant on or about June 17,  2004 to  purchase  151,625
shares at an exercise  price of $0.79 per share.  The  remainder of the purchase
warrant have not been exercised and are outstanding. The exercise period for the
purchase warrants extends to May 24, 2009.

     Originally the number of purchase  warrants issued were 659,501 to The Tail
Wind Fund,  Ltd.  and  300,000 to the  placement  agent and its  designees.  The
original exercise period for the purchase warrants was through to May 24, 2006.

     Because  of  the  terms  of the  antidilution  provisions  of the  purchase
warrants  originally  issued, the exercise price has been reduced and the number
of shares covered by the warrants increased.

     The antidilution provisions,  provided for proportionate adjustments in the
event of stock splits,  stock  dividends and reverse stock splits.  In addition,
the antidilution provisions provided that the exercise price would be reduced if
we issued shares at lower prices than the warrant  exercise  price, or less than
the market price for our common stock. The purchase  warrants also provided that
the number of underlying shares would be inversely  proportionately increased or
decreased  in the  event  of a  change  in the  exercise  price,  such  that the
aggregate purchase price for the underlying warrant shares upon full exercise of
the  purchase  warrants  would  remain the same.  In brief,  a reduction  of the
exercise price would increase the shares covered by the purchase warrants.

     Since issuing the purchase warrants, we registered and issued shares of our
common stock to suppliers of goods and services in lieu of cash.  Our  suppliers
would credit us for the net proceeds  they received from the sale of the shares.
Because  the  market  price for our common  stock was under the $1.801  exercise
price of the  purchase  warrants  at many  times  during  our  program of paying
vendors with stock in lieu of cash,  we were  credited by our suppliers at rates
below the $1.801 per share exercise price under the purchase warrants.

     The holders of the purchase  warrants and Fonar executed  amendments to the
purchase  warrants,  providing  for the increase in the number of shares and the
reduction of the exercise  prices.  Although the new exercise price of $0.79 per
share was determined in accordance with the terms of the purchase  warrants as a
result of the vendor issuances  previously  described,  the number of underlying
shares  represented  an  agreement  on the part of warrant  holders to accept an
adjustment  representing a lesser number of shares than would have resulted from
the strict  application  of the formula in the purchase  warrants.  In addition,
among other things, the antidilution  provisions were amended to provide that if
Fonar were to sell shares below the warrant  exercise price,  the exercise price
would not  automatically  be  reduced to the lower  price,  but that it would be
adjusted  based on the price and  number of shares  sold  relative  to the total
number of shares  outstanding  before  and after  the  sale.  In  addition,  the
provision that required an adjustment in the exercise price if Fonar sold shares
below the market price was eliminated.  These modifications were accepted by the
holders in  consideration  for,  among other  things,  the term of the  purchase
warrants being extended three years to May 24, 2009.

     Since the exercise price under the purchase warrants is now $0.79, however,
further adjustments based on sales below the warrant exercise price would not be
made unless the effective purchase price per share was less than $0.79.


                           FORWARD-LOOKING STATEMENTS

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

     - continued losses and cash flow deficits;

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

     - uncertain market acceptance of our products; and

     - reliance on key personnel.

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


                                 USE OF PROCEEDS

     We will not receive any proceeds from the sale by the selling  stockholders
of the common  stock they  receive  upon the  exercise of the  warrants.  If the
warrants are  exercised,  however,  we will  receive the  exercise  price of the
underlying  shares purchased.  We can not, however,  guarantee the amount of the
proceeds we may receive from the exercise of warrants.

     We intend to use the net  proceeds,  if any,  from the exercise of warrants
for general  corporate  purposes,  including  working  capital to fund operating
losses, expenses and capital expenditures. As of the date of this prospectus, we
cannot specify with  certainty the  particular  uses for any net proceeds we may
receive upon the exercise of the warrants. Accordingly, our management will have
broad discretion in the application of any net proceeds  received.  Pending such
uses,  we intend to invest the net  proceeds,  if any,  from the exercise of the
warrants in short-term, interest-bearing, investment grade securities.

                              SELLING STOCKHOLDERS

     Pursuant to a securities  purchase  agreement dated May 24, 2001 between us
and The Tail Wind Fund, Ltd. stockholders,  we issued and sold, for an aggregate
purchase price of $4.5 million:

     4%  convertible  debentures  due June 30, 2002 in the  aggregate  principal
     amount of $4.5  million,  convertible  into shares of our common stock at a
     conversion price of $2.047 per share, subject to adjustment;

     purchase  warrants to purchase an  aggregate of 959,501  (includes  300,000
     issuable to the  placement  agent) shares of our common stock at an initial
     exercise price of $1.801 per share, subject to adjustment; and

     callable  warrants to  purchase an  aggregate  of  2,000,000  shares of our
     common stock at a fluctuating  exercise  price which will vary depending on
     the market price for our common stock

     In connection  with the issuance of the debentures,  purchase  warrants and
callable  purchase  warrants to The Tail Wind Fund, Ltd. we paid a placement fee
to Roan/Meyers Associates, L.P., in the amount of $157,500. The 300,000 purchase
warrants to have been issued to Roan/Meyers Associates,  L.P.. will be issued to
designees of Roan/Meyers Associates, L.P. instead.

     The debentures  were  convertible at the option of the holder at a price of
$2.047 per share. The Tail Wind Fund, Ltd did not elect to convert, but we still
had the right to pay the  debentures  in shares of our common  stock and did so.
The stock was valued,  in accordance  with the terms of the  debentures,  at the
lesser of a) 90% of the average of the four lowest closing bid prices during the
preceding  month or b) the average of the four lowest  closing bid prices during
the  preceding  calendar  month less  $0.125.  We issued a  aggregate  amount of
4,921,576 shares to pay the debentures (with interest of $132,022) in full.

     The purchase  warrants  covered  959,501  shares of common stock and had an
exercise price of $1.801 per share,  subject to adjustment.  The exercise period
extended to May 24, 2006.

     The original callable warrants covered 2,000,000 shares of common stock and
had a variable exercise price. Subject to a maximum price of $6.00 per share and
a minimum price of $2.00 per share, which was subject to adjustment  pursuant to
the terms of the warrants,  the exercise  price was to be calculated to be equal
to the average  closing bid price of Fonar's  common stock for the full calendar
month  preceding the date of exercise.  The exercise  period extended to May 24,
2004.

     In order to induce  The Tail Wind  Fund,  Ltd.  to  exercise  the  callable
warrants we agreed to lower the exercise price to $1.50 per share for the period
from June 24,  2002  through  July 31,  2002.  At the same time we agreed not to
exercise  our right to redeem any callable  warrants  during the months of July,
2002 and August,  2002.  Prior to June 30, 2002,  The Tail Wind Fund,  Ltd. then
exercised  callable  warrants  for  1,000,000  shares  of  common  stock  for an
aggregate  exercise  price of  $1,500,000.  On  August  16,  2002 we agreed to a
further reduction of the exercise price to $1.125 per share for the period ended
on August 22, 2002. The Tail Wind Fund,  Ltd. then exercised on the same day the
remaining  callable  warrants  for a total of  1,000,000  shares at an aggregate
exercise price of $1,125,000.

     As part of the agreement  under which we reduced the exercise  price of the
original callable  warrants,  we issued to The Tail Wind Fund, Ltd.  replacement
callable  warrants for 2,000,000 shares of our common stock on the same terms as
the  original  callable  warrants.   The  replacement   callable  warrants  were
exercisable until August 30, 2005.

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

The replacement  callable  warrants  contained  antidilution  provisions,  which
provided  for  proportionate  adjustments  in the event of stock  splits,  stock
dividends and reverse stock splits.  In addition,  the  antidilution  provisions
provided  exercise  prices would be reduced if we issued  shares at lower prices
than the warrant  exercise  price,  or less than the market price for our common
stock. The callable  warrants also provided that the number of underlying shares
would be  inversely  proportionately  increased  or  decreased in the event of a
change in the exercise  price,  such that the aggregate  purchase  price for the
underlying  warrant  shares  upon  full  exercise  of the  replacement  callable
warrants  would remain the same.  In brief,  a reduction  of the exercise  price
would  increase  the  number  of  shares  covered  by the  replacement  callable
warrants.

Since issuing the replacement  callable  warrants,  we registered  shares of our
common stock and issued them to suppliers of goods and services in lieu of cash.
Under those  arrangements,  our  suppliers  would credit us for the net proceeds
they  received  from the sale of the shares we issued to them.  The market price
for our  common  stock  was  under  the  $2.00  minimum  exercise  price  of the
replacement callable warrants at many times during our program of paying vendors
with stock in lieu of cash.  Consequently,  we were credited by our suppliers at
rates below $2.00 per share,  the minimum  exercise price under the  replacement
callable warrants prior to adjustment for such stock issuances.

As a  result,  The Tail Wind  Fund,  Ltd.  exercised  the  replacement  callable
warrants in part to purchase  400,000 shares at prices under $2.00 per share, on
one  occasion  200,000  shares  at the  price of $1.41 per share and on a second
occasion  200,000  shares at $1.17 per share,  prior to the parties  coming to a
final agreement as to the effect of the vendor sales.

On April 28, 2004,  The Tail Wind Fund,  Ltd. and Fonar executed an amendment to
the replacement callable warrants, providing that the remaining number of shares
underlying  the Warrant  would be 3,000,000  shares (not  including  the 400,000
shares  previously  purchased),  that the exercise price would be fixed at $1.00
per share and that,  in  return,  The Tail Wind  Fund,  Ltd.  would  immediately
exercise the  replacement  callable  warrants in full. The Tail Wind Fund,  Ltd.
exercised the replacement callable warrants in full, purchasing 3,000,000 shares
for $3,000,000.

The  number of shares  remaining  available  for resale  under the  registration
statement  applicable to the  replacement  callable  warrants was only 1,600,000
shares,  after  giving  effect  to  the  400,000  shares  previously  purchased.
Therefore, the balance of the 3,000,000 shares, or 1,400,000 shares, issued were
unregistered  and "restricted  securities"  within the meaning of Rule 144 under
the  Securities Act of 1933, as amended.  Pursuant to the agreement  between The
Tail Wind Fund,  Ltd.  and Fonar,  the  shares  now being  registered  are these
1,400,000 unregistered and restricted shares.

On April 28, 2004,  the parties also  amended the purchase  warrants  originally
issued to The Tail  Wind  Fund,  Ltd.  on May 24,  2001,  which  also  contained
antidilution  provisions,  to increase the number of shares covered thereby from
659,501 shares to 1,000,000  shares and to reduce the exercise price from $1.801
per share to $0.79 per share.  On June 1, 2003,  Fonar also amended the purchase
warrants originally issued to Roan/Meyers Associates,  L.P. and its designees on
May 24, 2001, which contained the same  antidilution  provisions as the purchase
warrants  issued to The Tail Wind Fund,  Ltd. The shares of common stock covered
by the warrants was  increased  from  300,000  shares to 454,875  shares and the
exercise  price was  reduced  from  $1.801  per share to $.079  per  share.  The
purchase  warrants were issued to The Tail Wind Fund,  Ltd., the placement agent
and the placement  agent's  designees in connection with the issuance of Fonar's
4%  Convertible  Debenture on May 24, 2001.  The original  terms of the purchase
warrants provided,  among other things, that the exercise price would be reduced
to the  lowest  effective  per share  selling  price in  connection  with  stock
issuances by Fonar,  along with a proportional  increase in the number of shares
underlying the warrants.  Although the exercise price was reduced as a result of
the vendor  issuances  previously  described in accordance with the terms of the
warrants,  the  warrantholders  agreed to accept an  adjustment  representing  a
lesser  number of shares to which they would have been  entitled  if the formula
contained in the original terms of the purchase warrants were strictly followed,
in  consideration  for,  among other things,  the term of the purchase  warrants
being  extended three years,  to May 24, 2009. As of June 18, 2004,  none of the
purchase warrants shares had been exercised except that Roan/Meyers  Associates,
L.P,  exercised its warrant to purchase  151,625 shares.  We do not know or have
any indication from The Tail Wind Fund, Ltd. or the other  warrantholders  as to
when they may exercise, in whole or in part, the purchase warrants.

     The table below presents information regarding the selling stockholders and
the shares that they may offer and sell from time to time under this prospectus.
The table  assumes  that the  selling  stockholders  sell all of the shares they
receive upon the exercise of the warrants.  However,  no assurances can be given
as to the actual number of shares that will be sold by the selling  stockholders
or that will be held by the selling  stockholders after completion of the sales.
Information concerning the selling stockholders may change from time to time and
any changed  information will be presented in a supplement to this prospectus if
and when necessary and required.

     Beneficial  ownership is  determined  in  accordance  with the rules of the
Securities and Exchange  Commission that deem shares to be beneficially owned by
any person who has voting or investment power with respect to the shares. Common
stock  issuable upon  conversion of the  debentures or exercise of warrants that
are  currently  convertible,  exercisable  or  exercisable  within  60 days  are
considered to be outstanding and to be beneficially  owned by the person holding
the debentures and warrants for the purpose of computing beneficiary  ownership.
Assuming that the selling stockholders sell all of the shares offered under this
prospectus, the selling stockholders will beneficially own less than one percent
of our outstanding shares of common stock after the completion of this offering.


Selling Stockholders       Shares             Shares           Shares
                           Beneficially       Offered          Beneficially
                           Owned Prior        By This          Owned After
                           to Offering        Prospectus       Offering
- --------------------       ------------       ----------       ------------
The Tail Wind Fund,        4,080,435          1,400,000        2,680,435
Ltd. or assigns (1)
- --------------------       ------------       ----------       ------------

(1)  Includes  3,080,435  shares of common stock held by The Tail Wind Fund Ltd.
     as at June 1, 2004 and 1,000,000  shares of common stock  issuable upon the
     exercise of the purchase warrants.

     Neither the selling  stockholders  nor any of their  affiliates,  officers,
directors or principal equity holders has held any position or office or has had
any material relationship with us within the past three years.

                              PLAN OF DISTRIBUTION

     We will not receive any of the proceeds of the sales of these shares.

     WHO MAY SELL AND  APPLICABLE  RESTRICTIONS.  Shares may be offered and sold
directly  by the  selling  stockholders  and those  persons'  pledgees,  donees,
transferees  or other  successors  in  interest  from time to time.  The selling
stockholders  could transfer,  devise or gift shares by other means. The selling
stockholders  may also  resell all or a portion of their  shares in open  market
transactions  in reliance upon available  exemptions  under the Securities  Act,
such as Rule 144, provided they meet the requirements of these exemptions.

     Alternatively,  the selling stockholders may from time to time offer shares
through brokers,  dealers or agents.  Brokers,  dealers,  agents or underwriters
participating in transactions may receive compensation in the form of discounts,
concessions or commissions  from the selling  stockholders  (and, if they act as
agent for the  purchaser of the shares,  from that  purchaser).  The  discounts,
concessions or commissions  might be in excess of those customary in the type of
transaction involved.

     The selling  stockholders will purchase their shares in the ordinary course
of business upon the exercise of warrants.  The selling stockholders do not have
any agreements or  understandings,  directly or  indirectly,  with any person to
distribute the securities.

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

     To comply with certain states'  securities laws, if applicable,  the shares
will be sold in such  jurisdictions  only through registered or licensed brokers
or dealers. In addition, in certain states the shares may not be sold unless the
shares have been  registered or qualified for sale in that state or an exemption
from registration or qualification is available and is complied with.

     MANNER OF SALES. The selling  stockholders  will act independently of us in
making  decisions with respect to the timing,  manner and size of each sale. The
shares  may be sold at then  prevailing  market  prices,  at prices  related  to
prevailing  market prices,  at fixed prices or at other negotiated  prices.  The
shares may be sold according to one or more of the following methods:

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

     Purchases  by a broker or dealer as  principal  and resale by the broker or
dealer for its account as allowed under this prospectus.

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

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

     An exchange distribution under the rules of the exchange.

     In  private   transactions   between  sellers  and  purchasers   without  a
broker-dealer.

     By writing options.

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

     HEDGING OR SHORT TRANSACTIONS.  In addition,  the selling  stockholders may
enter into option, derivative, hedging or short transactions with respect to the
shares,  and any  related  offers  or sales of  shares  may be made  under  this
prospectus. For example, the selling stockholders may:

     enter  into   transactions   involving   short   sales  of  the  shares  by
broker-dealers  in the course of hedging  the  positions  they  assume  with the
selling stockholders;

     sell shares short itself and deliver the shares registered hereby to settle
such short sales or to close out stock loans  incurred  in  connection  with its
short positions;

     write call options, put options or other derivative  instruments (including
exchange-traded  options or privately  negotiated  options)  with respect to the
shares, or which it settles through delivery of the shares;

     enter into option  transactions or other types of transactions that require
the selling stockholder to deliver shares to a broker, dealer or other financial
institution,  who may then resell or transfer the shares under this  prospectus;
or

     loan the shares to a broker, dealer or other financial institution, who may
sell the loaned shares.

     These option,  derivative,  hedging and short  transactions may require the
delivery to a broker,  dealer or other  financial  institution of shares offered
under this prospectus,  and that broker,  dealer or other financial  institution
may resell those shares under this prospectus.

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

     INDEMNIFICATION AND CONTRIBUTION. In the registration rights agreement that
we entered into with the selling  stockholders,  we and the selling stockholders
agreed to indemnify or provide  contribution  to each other and specified  other
persons against some  liabilities in connection with the offering of the shares,
including liabilities arising under the Securities Act. The selling stockholders
may also agree to indemnify  any  broker-dealer  or agent that  participates  in
transactions  involving sales of the shares against some liabilities,  including
liabilities arising under the Securities Act.

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

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


                                  LEGAL MATTERS

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

                                     EXPERTS

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

                                 INDEMNIFICATION

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

                       WHERE YOU CAN FIND MORE INFORMATION

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

                INCORPORATION OF INFORMATION WE FILE WITH THE SEC

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

     - incorporated documents are considered part of this prospectus;

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

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

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

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

     - Quarterly  Reports on Form 10-Q for the quarters  ended on September  30,
2003,  December  31, 2003 and March 31,  2004,  which were filed on November 14,
2003, February 13, 2004 and May 17, 2004.

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

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

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

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

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

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

<PAGE>

                                     Part II

                     Information Not Required in prospectus


ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

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

                                AMOUNT TO BE PAID

SEC Registration Fee                                              $      228.82
Printing                                                               1,000.00
Legal Fees and Expenses                                                1,000.00
Accounting Fees and Expenses                                           5,000.00
Blue Sky Fees and Expenses                                             5,000.00
Transfer Agent and Registrar Fees                                      5,000.00
Miscellaneous                                                          1,000.00
                                                                   ------------
  Total.............................................................$ 18,228.80
                                                                    ===========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

Item 16. Exhibits and Financial Statement Schedules

     Exhibits

          Exhibits

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

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

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

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

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

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

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

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

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

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

     4.7  Form of Amended and Restated  Purchase Warrant for The Tail Wind Fund,
          Ltd. See Exhibits.

     4.8  Form of Amended and Restated  Purchase Warrant for Placement Agent and
          Designees. See Exhibits.

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

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

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

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

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

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

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

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

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

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

     10.10* 2004 Stock Bonus Plan  incorporated  herein by  reference to Exhibit
          99.1  to  the  Registrant's   registration   statement  on  Form  S-8,
          Commission File No. 333- 112577.

     10.11* 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.

     10.12* 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.

     10.13* 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.

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

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

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

     10.17 Amendment to Callable Warrant dated April 28, 2004 by and between The
          Tail Wind Fund, Ltd. and Fonar Corporation.

     10.18 First  Amendment  to  Purchase  Warrant  dated  April 28, 2004 by and
          between The Tail Wind Fund, Ltd. and Fonar Corporation.

     10.19 Form of First Amendment to Purchase Warrant dated June 1, 2004 by and
          between each of Roan/Meyers Associates, L.P. and its designees.

     23.1 Marcum & Kliegman LLP,  Independent  Registered  Public  Accountanting
          Firm's Consent. (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:

          (a)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this registration statement:

          (i)  To include any  prospectus  required  by section  10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   registration    statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement. (iii) To include any material information
               with respect to the plan of distribution not previously disclosed
               in the  registration  statement  or any  material  change to such
               information in the registration statement.

          (b)  That for the  purpose  of  determining  any  liability  under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (c)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

     The  undersigned  registrant  hereby  undertakes  that, for the purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report  pursuant to section 13 (a) or section 15 (d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, on June 25, 2004.

Dated:  June 25, 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 report has
been signed below by the following  persons on behalf of the  registrant  and in
the capacities and on the dates indicated.

Signature                      Title                             Date
/s/ Raymond V. Damadian        Chairman of the Board
- ------------------------       of Directors, President
Raymond V. Damadian            and a Director (Principal         June 25, 2004
                               Executive Officer, Principal
                               Financial Officer and Principal
                               Accounting Officer)

/s/ Claudette J.V. Chan        Director                          June 25, 2004
- ------------------------
Claudette J.V. Chan

/s/ Robert J. Janoff           Director                          June 25, 2004
- --------------------
Robert J. Janoff

/s/ Charles N. O'Data          Director                          June 25, 2004
- ----------------------
Charles N. O'Data

/s/ Robert Djerejian           Director                          June 25, 2004
Robert Djerejian



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>x047tw.txt
<TEXT>
EXHIBIT 4.7

     THIS SECURITY HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "ACT"),  OR UNDER ANY STATE  SECURITIES  LAWS,  IN RELIANCE  UPON
EXEMPTIONS FROM REGISTRATION FOR NON-PUBLIC OFFERINGS.  THIS SECURITY MAY NOT BE
SOLD OR TRANSFERRED  UNLESS IT IS REGISTERED  UNDER THE ACT AND UNDER APPLICABLE
STATE  SECURITIES  LAWS OR UNLESS  THE  ISSUER  RECEIVES  AN  OPINION OF COUNSEL
REASONABLY SATISFACTORY TO IT THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

Original Issuance Date: May 24, 2001

                                FONAR CORPORATION

                              AMENDED AND RESTATED
                                PURCHASE WARRANT

                    WARRANT ("WARRANT") TO PURCHASE SHARES OF
                    COMMON STOCK, $0.0001 PAR VALUE PER SHARE

     This is to certify  that,  for VALUE  RECEIVED,  THE TAIL WIND  FUND,  LTD.
("Warrantholder"),  is entitled to purchase,  subject to the  provisions of this
Warrant,  from Fonar  Corporation,  a  corporation  organized  under the laws of
Delaware ("Company"),  at any time after the date of the issuance hereof but not
later  than 5:00  P.M.,  Eastern  time,  on May 24,  2009  ("Expiration  Date"),
1,000,000 shares ("Warrant Shares") of Common Stock,  $0.0001 par value ("Common
Stock"),  of the  Company,  at an  exercise  price per share equal to $0.79 (the
exercise  price in effect from time to time  hereafter  being herein  called the
"Warrant Price"). The number of Warrant Shares purchasable upon exercise of this
Warrant and the Warrant Price shall be subject to  adjustment  from time to time
as described herein.

     This  Warrant  has  been  issued  pursuant  to the  terms  of the  Purchase
Agreement  ("Purchase  Agreement") dated on or about the date hereof between the
Company  and the  Warrantholder.  Capitalized  terms used herein and not defined
shall have the meaning specified in the Purchase Agreement.

     Section 1. Registration.  The Company shall maintain books for the transfer
and registration of the Warrant.  Upon the initial issuance of the Warrant,  the
Company shall issue and register the Warrant in the name of the Warrantholder.

     Section 2. Transfers.  As provided herein,  this Warrant may be transferred
only pursuant to a  registration  statement  filed under the  Securities  Act of
1933,  as  amended   ("Securities   Act")  or  an  exemption  from  registration
thereunder.  Subject to such  restrictions,  the  Company  shall  transfer  this
Warrant from time to time,  upon the books to be  maintained  by the Company for
that  purpose,   upon  surrender  hereof  for  transfer   properly  endorsed  or
accompanied by appropriate instructions for transfer upon any such transfer, and
a new Warrant  shall be issued to the  transferee  and the  surrendered  Warrant
shall be canceled by the Company.

     Section 3.

     (a)  Exercise  of  Warrant.   Subject  to  the   provisions   hereof,   the
Warrantholder may exercise this Warrant in whole or in part at any time and from
time to time after the date of issuance  hereof upon  surrender  of the Warrant,
together  with  delivery of the duly  executed  Warrant  exercise  form attached
hereto (the "Exercise  Agreement")  (which may be by fax), to the Company during
normal business hours on any business day at the Company's  principal  executive
offices (or such other  office or agency of the Company as it may  designate  by
notice to the  holder  hereof),  and upon  payment to the  Company  in cash,  by
certified  or  official  bank check or by wire  transfer  for the account of the
Company of the Warrant  Price for the Warrant  Shares  specified in the Exercise
Agreement.  The Warrant Shares so purchased  shall be deemed to be issued to the
holder hereof or such holder's designee,  as the record owner of such shares, as
of the close of business on the date on which the completed  Exercise  Agreement
shall have been delivered to the Company (or such later date as may be specified
in the Exercise  Agreement).  Certificates  for the Warrant Shares so purchased,
representing the aggregate number of shares specified in the Exercise Agreement,
shall be delivered to the holder hereof within a reasonable  time, not exceeding
three (3) business  days,  after this Warrant shall have been so exercised.  The
certificates so delivered shall be in such  denominations as may be requested by
the holder  hereof and shall be  registered  in the name of such  holder or such
other name as shall be  designated  by such holder.  If this Warrant  shall have
been exercised only in part, then, unless this Warrant has expired,  the Company
shall (subject to Section 3(b) below),  at its expense,  at the time of delivery
of such  certificates,  deliver to the  holder a new  Warrant  representing  the
number of shares  with  respect to which this  Warrant  shall not then have been
exercised.

     (b) Book-Entry.  Notwithstanding anything to the contrary set forth herein,
upon  exercise  of any  portion  of this  Warrant in  accordance  with the terms
hereof,  the  Warrantholder  shall not be required to physically  surrender this
Warrant to the  Company  unless  such  holder is  purchasing  the full amount of
Warrant Shares  represented by this Warrant.  The  Warrantholder and the Company
shall  maintain  records  showing  the  number of  Warrant  Shares so  purchased
hereunder  and the  dates of such  purchases  or shall  use such  other  method,
reasonably  satisfactory  to the  Warrantholder  and the  Company,  so as not to
require  physical  surrender  of this  Warrant  upon  each  such  exercise.  The
Warrantholder and any assignee,  by acceptance of this Warrant or a new Warrant,
acknowledge  and agree  that,  by reason of the  provisions  of this  paragraph,
following exercise of any portion of this Warrant,  the number of Warrant Shares
which may be purchased upon exercise of this Warrant may be less than the number
of Warrant Shares set forth on the face hereof.

     Section 4. Compliance with the Securities Act of 1933. Neither this Warrant
nor the Common Stock issued upon exercise  hereof nor any other security  issued
or  issuable  upon  exercise  of this  Warrant  may be offered or sold except as
provided in this Warrant and in conformity  with the  Securities Act of 1933, as
amended,  and then only  against  receipt of an agreement of such person to whom
such offer of sale is made to comply with the  provisions of this Section 4 with
respect to any resale or other  disposition  of such  security.  The Company may
cause the legend set forth on the first page of this  Warrant to be set forth on
each Warrant or similar legend on any security  issued or issuable upon exercise
of this Warrant until the Warrant  Shares have been  registered for resale under
the Registration Rights Agreement or until Rule 144 is available, unless counsel
for the  Company is of the opinion as to any such  security  that such legend is
unnecessary.

     Section 5.  Payment of Taxes.  The Company will pay any  documentary  stamp
taxes  attributable to the initial  issuance of Warrant Shares issuable upon the
exercise  of the  Warrant;  provided,  however,  that the  Company  shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Warrant Shares in a
name  other  than that of the  registered  holder of this  Warrant in respect of
which such shares are issued.  The holder shall be responsible  for income taxes
due under federal or state law, if any such tax is due.

     Section 6.  Mutilated or Missing  Warrants.  In case this Warrant  shall be
mutilated,  lost, stolen, or destroyed,  the Company shall issue in exchange and
substitution of and upon  cancellation of the mutilated  Warrant,  or in lieu of
and  substitution  for the Warrant lost,  stolen or destroyed,  a new Warrant of
like tenor and for the  purchase  of a like number of Warrant  Shares,  but only
upon receipt of evidence  reasonably  satisfactory  to the Company of such loss,
theft or  destruction  of the  Warrant,  and with  respect to a lost,  stolen or
destroyed  Warrant,  reasonable  indemnity  or bond  with  respect  thereto,  if
reasonably requested by the Company.

     Section 7. Reservation of Common Stock.  The Company hereby  represents and
warrants that there have been reserved,  and the Company shall at all applicable
times keep reserved,  out of the authorized and unissued  Common Stock, a number
of shares  sufficient  to provide  for the  exercise  of the rights of  purchase
represented  by the  Warrant  in full  (without  regard to any  restrictions  on
beneficial  ownership  contained herein),  and the transfer agent for the Common
Stock,  including every subsequent  transfer agent for the Common Stock or other
shares of the Company's  capital stock  issuable upon the exercise of any of the
right of purchase aforesaid ("Transfer Agent"),  shall be irrevocably authorized
and  directed at all times to reserve  such number of  authorized  and  unissued
shares of Common  Stock as shall be  requisite  for such  purpose.  The  Company
agrees that all Warrant Shares issued upon exercise of the Warrant in accordance
with its terms shall be, at the time of delivery  of the  certificates  for such
Warrant Shares, duly authorized,  validly issued,  fully paid and non-assessable
shares of Common Stock of the Company. The Company will keep a conformed copy of
this Warrant on file with its Transfer Agent.  The Company will supply from time
to time the Transfer  Agent with duly executed  stock  certificates  required to
honor the outstanding Warrant.

     Section 8. Warrant  Price.  The Warrant  Price,  subject to  adjustment  as
provided in Section 9, shall, if payment is made in cash or by certified  check,
be payable in lawful money of the United States of America.

     Section 9.  Adjustments.  Subject and  pursuant to the  provisions  of this
Section  9, the  Warrant  Price and  number of  Warrant  Shares  subject to this
Warrant  shall  be  subject  to  adjustment  from  time  to  time  as set  forth
hereinafter.

     (a) If the  Company  or any of its  subsidiaries  shall at any time or from
time  to time  while  the  Warrant  is  outstanding,  pay a  dividend  or make a
distribution  on its  capital  stock in shares of Common  Stock,  subdivide  its
outstanding  shares of Common  Stock into a greater  number of shares or combine
its   outstanding   shares  into  a  smaller   number  of  shares  or  issue  by
reclassification  of its  outstanding  shares of Common  Stock any shares of its
capital  stock  (including  any  such  reclassification  in  connection  with  a
consolidation  or merger in which the  Company is the  continuing  corporation),
then the number of Warrant Shares  purchasable  upon exercise of the Warrant and
the Warrant Price in effect immediately prior to the date upon which such change
shall  become  effective,   shall  be  adjusted  by  the  Company  so  that  the
Warrantholder thereafter exercising the Warrant shall be entitled to receive the
number of shares of Common Stock or other capital stock which the  Warrantholder
would have received if the Warrant had been exercised  immediately prior to such
event.  Such  adjustment  shall be made  successively  whenever any event listed
above shall occur.

     (b) If any capital reorganization, reclassification of the capital stock of
the Company, consolidation or merger of the Company with another corporation, or
sale, transfer or other disposition of all or substantially all of the Company's
assets to another  corporation  shall be effected,  then, as a condition of such
reorganization, reclassification, consolidation, merger, sale, transfer or other
disposition,   lawful  and  adequate   provision  shall  be  made  whereby  each
Warrantholder  shall  thereafter have the right to purchase and receive upon the
basis and upon the  terms and  conditions  herein  specified  and in lieu of the
Warrant Shares  immediately  theretofore  issuable upon exercise of the Warrant,
such  shares of stock,  securities  or assets  as would  have been  issuable  or
payable with  respect to or in exchange for a number of Warrant  Shares equal to
the number of Warrant Shares immediately  theretofore  issuable upon exercise of
the Warrant, had such reorganization,  reclassification,  consolidation, merger,
sale,  transfer  or other  disposition  not  taken  place,  and in any such case
appropriate  provision shall be made with respect to the rights and interests of
each  Warrantholder to the end that the provisions  hereof  (including,  without
limitations,  provision for adjustment of the Warrant Price) shall thereafter be
applicable, as nearly equivalent as may be practicable in relation to any shares
of stock,  securities or  properties  thereafter  deliverable  upon the exercise
hereof.  The  Company  shall not effect any such  consolidation,  merger,  sale,
transfer  or  other  disposition  unless  prior  to or  simultaneously  with the
consummation  thereof  the  successor  corporation  (if other than the  Company)
resulting from such  consolidation or merger,  or the corporation  purchasing or
otherwise acquiring such assets or other appropriate corporation or entity shall
assume,  by written  instrument  executed  and  delivered  to the  Company,  the
obligation  to  deliver  to the  holder  of the  Warrant  such  shares of stock,
securities  or assets as, in  accordance  with the  foregoing  provisions,  such
holder may be entitled to purchase and the other obligations under this Warrant.
The  provisions  of this  paragraph  (b)  shall  similarly  apply to  successive
reorganizations, reclassifications, consolidations, mergers, sales, transfers or
other dispositions.

     (c) In case the  Company  shall  fix a  record  date  for the  making  of a
distribution  to all holders of Common Stock  (including  any such  distribution
made in connection  with a  consolidation  or merger in which the Company is the
continuing  corporation)  of evidences of indebtedness or assets or subscription
rights or  warrants,  the Warrant  Price to be in effect  after such record date
shall be determined by multiplying the Warrant Price in effect immediately prior
to such  record date by a fraction,  the  numerator  of which shall be the total
number of shares of Common Stock outstanding multiplied by the Fair Market Value
per share of Common Stock (as defined  below),  less the fair market value (on a
per share  basis) (as  determined  by the  Company's  Board of Directors in good
faith) of said assets or evidences of indebtedness  so  distributed,  or of such
subscription rights or warrants, and the denominator of which shall be the total
number of shares of Common  Stock  outstanding  multiplied  by such current Fair
Market  Value  per  share  of  Common  Stock.  Such  adjustment  shall  be  made
successively  whenever  such a record date is fixed.  "Fair Market Value" of the
Common  Stock shall be the closing  price of the Common Stock as reported by the
Nasdaq  Stock  Market (or other  exchange or market on which the Common Stock is
principally  traded) on the trading day immediately  preceding the date on which
such value is being determined.

     (d) For the  duration  of the term of this  Warrant,  if the Company or any
subsidiary  shall at any  time or from  time to time  issue  or sell  securities
(other than issuances of Underlying  Shares  pursuant to Debentures and Warrants
under the Purchase  Agreement,  shares or options  issued or which may be issued
pursuant to the Company's  current  employee or director  option plans or shares
issued upon exercise of options,  warrants or rights  outstanding on the date of
the Agreement  and listed in the Company's SEC Filings and other than  issuances
described in and permitted  under  7.2(b)(iii) of the Purchase  Agreement) at an
effective a Per Share  Selling  Price (as defined  below) which is less than the
Warrant Price,  then in each such case, the Warrant Price in effect  immediately
prior  to  such  issue  or  sale  shall  be  automatically   reduced   effective
concurrently  with such issue or sale to an amount determined by multiplying the
Warrant Price then in effect by a fraction,  (x) the numerator of which shall be
the sum of (1) the  number of shares of  Common  Stock  outstanding  immediately
prior to such issue or sale, plus (2) the number of shares of Common Stock which
the aggregate  consideration  received by the Company for such additional shares
would purchase at the Warrant Price,  and (y) the  denominator of which shall be
the  number of shares of Common  Stock of the  Company  outstanding  immediately
after such issue or sale.

     The foregoing  provision of this subsection shall not apply to issuances or
sales  pursuant to the  Company's  duly adopted  employee or director  bona fide
options  plans  and/or  compensation  arrangements  or  to  issuances  of  up to
1,500,000  shares of the Company's  Common Stock to the stockholders of Advanced
Medical Diagnostic Corporation, a majority-owned subsidiary of Fonar ("AMD"), in
exchange for their shares of stock of AMD (which shall not be a capital  raising
transaction).

     For the purposes of the foregoing  adjustment,  in the case of the issuance
of any convertible  securities,  warrants,  options or other rights to subscribe
for or to  purchase  or  exchange  for,  shares  of Common  Stock  ("Convertible
Securities"),  the  maximum  number  of shares of  Common  Stock  issuable  upon
exercise,  exchange or conversion of such Convertible Securities shall be deemed
to be outstanding,  provided that no further  adjustment  shall be made upon the
actual  issuance of Common Stock upon  exercise,  exchange or conversion of such
Convertible Securities.

     For the  purposes of this Section  9(d),  "Per Share  Selling  Price" shall
include  the  amount  actually  paid by third  parties  for each share of Common
Stock.  In the  event a fee is paid  by the  Company  in  connection  with  such
transaction,  any such fee shall be deducted  from the selling price pro rata to
all shares sold in the  transaction  to arrive at the Per Share Selling Price. A
sale of shares of Common  Stock  shall  include  the sale or issuance of rights,
options,  warrants or convertible,  exchangeable or exercisable securities under
which the Company is or may become  obligated to issue  shares of Common  Stock,
and in such  circumstances  the Per  Share  Selling  Price of the  Common  Stock
covered  thereby shall also include the exercise,  exchange or conversion  price
thereof (in addition to the consideration received by the Company upon such sale
or issuance less the fee amount as provided above). In case of any such security
issued in a  Variable  Rate  Transaction  or an MFN  Transaction,  the Per Share
Selling Price shall be deemed to be the lowest  conversion or exercise  price at
which such securities are converted or exercised or might have been converted or
exercised in the case of a Variable Rate  Transaction,  or the lowest adjustment
price in the case of an MFN Transaction,  over the life of such  securities.  If
shares are issued for a  consideration  other than cash,  the Per Share  Selling
Price shall be the fair value of such  consideration as determined in good faith
by independent  certified public accountants  mutually acceptable to the Company
and the Purchaser.

     (e) An adjustment shall become effective  immediately after the record date
in the case of each dividend or distribution and immediately after the effective
date of each other event which requires an adjustment.

     (f) In the  event  that,  as a result of an  adjustment  made  pursuant  to
Section 9, the holder of this  Warrant  shall  become  entitled  to receive  any
shares of capital stock of the Company  other than shares of Common  Stock,  the
number of such other shares so receivable upon exercise of this Warrant shall be
subject  thereafter to adjustment  from time to time in a manner and on terms as
nearly  equivalent as practicable to the provisions  with respect to the Warrant
Shares contained in this Warrant.

     (g) In the event of any adjustment in the number of Warrant Shares issuable
hereunder  upon exercise,  the Warrant Price shall be inversely  proportionately
increased or  decreased,  as the case may be, such that the  aggregate  purchase
price for Warrant  Shares upon full  exercise of this  Warrant  shall remain the
same. Similarly, in the event of any adjustment in the Warrant Price, the number
of  Warrant  Shares   issuable   hereunder  upon  exercise  shall  be  inversely
proportionately  increased  or  decreased,  as the  case may be,  such  that the
aggregate  purchase  price for Warrant Shares upon full exercise of this Warrant
shall remain the same.

     Section 10. Fractional Interest. The Company shall not be required to issue
fractions of Warrant Shares upon the exercise of the Warrant. If any fraction of
a Warrant Share would,  except for the  provisions of this Section,  be issuable
upon the exercise of the Warrant (or specified  portions  thereof),  the Company
shall round such  calculation  to the nearest  whole  number and  disregard  the
fraction.

     Section 11.  Benefits.  Nothing in this Warrant  shall be construed to give
any person,  firm or corporation  (other than the Company and the Warrantholder)
any legal or equitable right, remedy or claim, it being agreed that this Warrant
shall  be  for  the  sole  and   exclusive   benefit  of  the  Company  and  the
Warrantholder.

     Section  12.  Notices to  Warrantholder.  Upon the  happening  of any event
requiring an adjustment of the Warrant Price,  the Company shall  forthwith give
written  notice  thereof to the  Warrantholder  at the address  appearing in the
records of the  Company,  stating the  adjusted  Warrant  Price and the adjusted
number of  Warrant  Shares  resulting  from  such  event  and  setting  forth in
reasonable  detail  the  method of  calculation  and the facts  upon  which such
calculation  is  based.  In the  event of a  dispute  with  respect  to any such
calculation,  the  certificate  of the Company's  independent  certified  public
accountants  shall be conclusive  evidence of the correctness of any computation
made, absent manifest error. Failure to give such notice to the Warrantholder or
any defect  therein  shall not affect the  legality  or  validity of the subject
adjustment.  At the  Warrantholder's  request,  the Company shall deliver to the
Warrantholder  as of a requested date a notice  specifying the Warrant Price and
the number of Warrant  Shares into which this Warrant is  exercisable as of such
date.

     Section 13. Identity of Transfer Agent.  The initial Transfer Agent for the
Common Stock is:

                  Computershare (f/k/a Securities Transfer Trust, Inc.)
                  350 Indiana Street, Suite 800
                  Golden, Colorado 80401

     Forthwith upon the  appointment  of any  subsequent  transfer agent for the
Common Stock or other shares of the Company's  capital  stock  issuable upon the
exercise of the rights of purchase  represented by the Warrant, the Company will
fax to the  Warrantholder a statement setting forth the name and address of such
transfer agent.

     Section 14. Notices.  Any notice pursuant hereto to be given or made by the
Warrantholder  to or on the  Company  shall  be  sufficiently  given  or made if
delivered personally or by facsimile or if sent by an internationally recognized
courier, addressed as follows:

                  Fonar Corporation
                  110 Marcus Drive
                  Melville, New York 11747
                  Telephone:        (631) 694-2929
                  Fax:              (631) 249-3734

or such other  address as the  Company  may  specify in writing by notice to the
Warrantholder complying as to delivery with the terms of this Section 14.

     Any notice  pursuant hereto to be given or made by the Company to or on the
Warrantholder shall be sufficiently given or made if personally  delivered or if
sent by an  internationally  recognized  courier service by overnight or two-day
service,  to the address set forth on the books of the Company or, as to each of
the Company and the Warrantholder,  at such other address as shall be designated
by such party by written notice to the other party complying as to delivery with
the terms of this Section 14.

     All such notices,  requests,  demands,  directions and other communications
shall,  when sent by courier,  be effective two (2) days after  delivery to such
courier as provided  and  addressed as  aforesaid.  All faxes shall be effective
upon receipt.

     Section 15.  Registration  Rights.  The initial  holder of this  Warrant is
entitled to the benefit of certain registration rights in respect of the Warrant
Shares as provided in the Registration Rights Agreement.

     Section 16.  Successors.  All the covenants and provisions hereof by or for
the  benefit of the  Warrantholder  shall  bind and inure to the  benefit of its
respective successors and assigns hereunder.

     Section 17.  Governing  Law.  This Warrant shall be deemed to be a contract
made  under  the laws of the  State of New York,  without  giving  effect to its
conflict  of law  principles,  and  for  all  purposes  shall  be  construed  in
accordance with the laws of said State.


     Section 18. 4.9% and 19.9% Limitations.

          (a)  Notwithstanding  anything to the contrary  contained herein,  the
     number of shares of Common  Stock that may be  acquired  by the holder upon
     exercise  pursuant to the terms hereof shall not exceed a number that, when
     added to the total  number of shares of Common  Stock  deemed  beneficially
     owned by such holder at such time (other than by virtue of the ownership of
     securities or rights to acquire  securities  (including the Warrant Shares)
     that  have  limitations  on the  holder's  right to  convert,  exercise  or
     purchase  similar to the limitation  set forth  herein),  together with all
     shares of Common Stock deemed  beneficially  owned (other than by virtue of
     the  ownership  of  securities  or rights to acquire  securities  that have
     limitations  on the right to convert,  exercise or purchase  similar to the
     limitation set forth herein) by the  Warrantholder's  "affiliates"  at such
     time (as defined in Rule 144 of the Act) ("Aggregation Parties") that would
     be  aggregated  for purposes of  determining  whether a group under Section
     13(d) of the  Securities  Exchange Act of 1934, as amended,  exists,  would
     exceed 4.9% of the total issued and outstanding  shares of the Common Stock
     (the "Restricted Ownership  Percentage").  Each holder shall have the right
     (x) at any time and from time to time to reduce  its  Restricted  Ownership
     Percentage  immediately  upon  notice to the  Company  and (y)  (subject to
     waiver)  at any time and from  time to time,  to  increase  its  Restricted
     Ownership  Percentage  immediately  in the  event  of the  announcement  as
     pending or planned, of a change of control  transaction  (including without
     limitation a  transaction  that would result in a transfer of more than 50%
     of the Company's voting power or equity,  or a sale of all or substantially
     all of the Company's assets, or a transaction that would result in a person
     or  "group"  being  deemed  the  beneficial  owner  of 50% or  more  of the
     Company's voting power or equity).

          (b) The Company's  obligation to issue Common Stock which would exceed
     such limits referred to in this Section 18 shall be suspended to the extent
     necessary  until such time, if any, as shares of Common Stock may be issued
     in compliance with such restrictions.

          (c)  Notwithstanding  anything contained herein, in the event that the
     Warrantholder  has timely exercised this Warrant and the issuance of all or
     a portion of the  Warrant  Shares to be issued  pursuant  to such  exercise
     would constitute a breach of the Company's  obligations  under the rules or
     regulations of the Nasdaq Stock Market as they apply to the Company, or any
     other principal  securities  exchange or market  ("Principal  Market") upon
     which the Common Stock is or becomes traded (the "Cap  Regulations"),  then
     the Company shall not be obligated to issue any such Warrant  Shares to the
     extent such shares are in excess of the maximum  permissible  amount  under
     such Cap Regulations ("Excess Shares").  Within five (5) days following any
     occurrence  of  Excess  Shares,  the  Company  shall  promptly  pay  to the
     Purchaser,  in lieu of the Purchaser's right to receive such Excess Shares,
     an amount equal to 120% of the difference  between (a) the number of Excess
     Shares  multiplied  by the closing  sale price per share of Common Stock on
     the Principal  Market on the trading day immediately  preceding the date of
     the exercise of this Warrant, and (b) the aggregate exercise price for such
     Excess  Shares.  Only  shares  of Common  Stock  acquired  pursuant  to the
     Purchase Agreement (including Underlying Shares and Warrant Shares) will be
     included in determining  whether the limitation  contained  herein would be
     exceeded for purposes of this Section 18(c).

     Section 19. Replacement  Warrants.  The Company agrees that within ten (10)
business days after any request from time to time of the Warrantholder, it shall
deliver to such holder a new Warrant in  substitution  of this Warrant  which is
identical  in  all  respects  except  that  the  then  Warrant  Price  shall  be
appropriately  specified in the Warrant, and the Warrant shall specify the fixed
number of  Warrant  Shares  into which this  Warrant is then  exercisable.  Such
changes are intended not as amendments to the Warrant but only as  clarification
of the foregoing  numbers for convenience  purposes,  and such changes shall not
affect any provisions  concerning  adjustments to the Warrant Price or number of
Warrant Shares contained herein.

     Section 20.  Absolute  Obligation  to Issue Warrant  Shares.  The Company's
obligations  to issue and deliver  Warrant  Shares in accordance  with the terms
hereof are absolute and unconditional, irrespective of any action or inaction by
the holder hereof to enforce the same, any waiver or consent with respect to any
provision hereof,  the recovery of any judgment against any Person or any action
to enforce the same,  or any setoff,  counterclaim,  recoupment,  limitation  or
termination,  or any breach or alleged  breach by the holder hereof or any other
Person of any obligation to the Company or any violation or alleged violation of
law  by  the  holder  or  any  other  Person,  and  irrespective  of  any  other
circumstance  which might  otherwise limit such obligation of the Company to the
holder hereof in  connection  with the issuance of Warrant  Shares.  The Company
will at no time close its  shareholder  books or  records  in any  manner  which
interferes with the timely exercise of this Warrant.

     Section 21. Assignment,  Etc. The Warrantholder may assign or transfer this
Warrant to any  transferee  only with the prior written  consent of the Company,
which  may not be  unreasonably  withheld  or  delayed,  provided  that  (i) the
Warrantholder may assign or transfer this Warrant to any of such Warrantholder's
affiliates without the consent of the Company and (ii) upon any Event of Default
(as defined in the Debentures),  the  Warrantholder  may assign or transfer this
Warrant without the consent of the Company.  The Warrantholder  shall notify the
Company of any such  assignment  or transfer  promptly.  This  Warrant  shall be
binding  upon the Company and its  successors  and shall inure to the benefit of
the Warrantholder and its successors and permitted assigns.

     This Warrant was originally issued on May 24, 2001 and has been amended and
restated as of the date set forth on the signature page hereto  pursuant to that
certain First Amendment to Purchase Warrant entered into between the Company and
the Warrantholder on the date set forth on the signature page hereto.

<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
as of April 28, 2004.


                                                     FONAR CORPORATION

                                                     By: /s/Raymond V. Damadian
                                                     Name:
                                                     Title:

Attest:

Sign:/s/Henry T. Meyer
Print Name:

<PAGE>


                                FONAR CORPORATION
                              WARRANT EXERCISE FORM
Fonar Corporation
110 Marcus Drive
Melville, New York 11747
Telephone:________(631) 694-2929
Fax: _________(631) 249-3734
Attention:________President

     This  undersigned  hereby  irrevocably  elects  to  exercise  the  right of
purchase  represented  by the within  Warrant  ("Warrant")  for, and to purchase
thereunder  _______________  shares of Common Stock* ("Warrant Shares") provided
for therein,  and requests that certificates for the Warrant Shares be issued as
follows:

                           -------------------------------
                           Name
                           -------------------------------
                           Address
                           ===============================


and,  if the  number  of  Warrant  Shares  shall not be all the  Warrant  Shares
purchasable upon exercise of the Warrant,  that a new Warrant for the balance of
the Warrant Shares.

     The  undersigned  hereby  represents  that  all  the   representations  and
warranties  contained  in Sections  5.3 through 5.8 of the  Securities  Purchase
Agreement  dated on or about May 24,  2001  between  Fonar  Corporation  and the
Purchasers named therein are true and correct in all material respects as of the
date hereof and as if the undersigned  were the Purchaser stated therein (if the
undersigned is not such Purchaser).

     In lieu of delivering physical certificates representing the Warrant Shares
purchasable upon exercise of this Warrant, provided the Company's transfer agent
is  participating  in  the  Depository  Trust  Company  ("DTC")  Fast  Automated
Securities  Transfer ("FAST") program,  upon request of the Holder,  the Company
shall use its  commercially  reasonable best efforts to cause its transfer agent
to  electronically  transmit the Warrant  Shares  issuable  upon  conversion  or
exercise to the undersigned, by crediting the account of the undersigned's prime
broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system.

Dated:_______________________         Signature: ______________________________

                                                 ------------------------------
                                                 Name (please print)
                                                 ------------------------------
                                                 Address


*    NOTE:  If exercise of the Warrant is made by  surrender  of the Warrant and
     the number of shares  indicated  exceeds  the  maximum  number of shares to
     which a holder is entitled,  the Company will issue such maximum  number of
     shares  purchasable upon exercise of the Warrant  registered in the name of
     the  undersigned  Warrantholder  or the  undersigned's  Assignee  as  below
     indicated and deliver same to the address stated below.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>x048tw.txt
<TEXT>
EXHIBIT 4.8

     THIS SECURITY HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "ACT"),  OR UNDER ANY STATE  SECURITIES  LAWS,  IN RELIANCE  UPON
EXEMPTIONS FROM REGISTRATION FOR NON-PUBLIC OFFERINGS.  THIS SECURITY MAY NOT BE
SOLD OR TRANSFERRED  UNLESS IT IS REGISTERED  UNDER THE ACT AND UNDER APPLICABLE
STATE  SECURITIES  LAWS OR UNLESS  THE  ISSUER  RECEIVES  AN  OPINION OF COUNSEL
REASONABLY SATISFACTORY TO IT THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

Original Issuance Date: May 24, 2001

                                FONAR CORPORATION

                              AMENDED AND RESTATED
                                PURCHASE WARRANT

                    WARRANT ("WARRANT") TO PURCHASE SHARES OF
                    COMMON STOCK, $0.0001 PAR VALUE PER SHARE

     This  is  to  certify   that,   for  VALUE   RECEIVED,   __________________
("Warrantholder"),  is entitled to purchase,  subject to the  provisions of this
Warrant,  from Fonar  Corporation,  a  corporation  organized  under the laws of
Delaware ("Company"),  at any time after the date of the issuance hereof but not
later than 5:00 P.M., Eastern time, on May 24, 2009 ("Expiration Date"), 151,625
shares ("Warrant  Shares") of Common Stock,  $0.0001 par value ("Common Stock"),
of the  Company,  at an exercise  price per share  equal to $0.79 (the  exercise
price in effect from time to time  hereafter  being  herein  called the "Warrant
Price").  The number of Warrant Shares purchasable upon exercise of this Warrant
and the  Warrant  Price  shall be  subject  to  adjustment  from time to time as
described herein.

     This  Warrant  has  been  issued  pursuant  to the  terms  of the  Purchase
Agreement  ("Purchase  Agreement") dated on or about the date hereof between the
Company  and the  Warrantholder.  Capitalized  terms used herein and not defined
shall have the meaning specified in the Purchase Agreement.

     Section 1. Registration.  The Company shall maintain books for the transfer
and registration of the Warrant.  Upon the initial issuance of the Warrant,  the
Company shall issue and register the Warrant in the name of the Warrantholder.

     Section 2. Transfers.  As provided herein,  this Warrant may be transferred
only pursuant to a  registration  statement  filed under the  Securities  Act of
1933,  as  amended   ("Securities   Act")  or  an  exemption  from  registration
thereunder.  Subject to such  restrictions,  the  Company  shall  transfer  this
Warrant from time to time,  upon the books to be  maintained  by the Company for
that  purpose,   upon  surrender  hereof  for  transfer   properly  endorsed  or
accompanied by appropriate instructions for transfer upon any such transfer, and
a new Warrant  shall be issued to the  transferee  and the  surrendered  Warrant
shall be canceled by the Company.

     Section 3.

     (a)  Exercise  of  Warrant.   Subject  to  the   provisions   hereof,   the
Warrantholder may exercise this Warrant in whole or in part at any time and from
time to time after the date of issuance  hereof upon  surrender  of the Warrant,
together  with  delivery of the duly  executed  Warrant  exercise  form attached
hereto (the "Exercise  Agreement")  (which may be by fax), to the Company during
normal business hours on any business day at the Company's  principal  executive
offices (or such other  office or agency of the Company as it may  designate  by
notice to the  holder  hereof),  and upon  payment to the  Company  in cash,  by
certified  or  official  bank check or by wire  transfer  for the account of the
Company of the Warrant  Price for the Warrant  Shares  specified in the Exercise
Agreement.  The Warrant Shares so purchased  shall be deemed to be issued to the
holder hereof or such holder's designee,  as the record owner of such shares, as
of the close of business on the date on which the completed  Exercise  Agreement
shall have been delivered to the Company (or such later date as may be specified
in the Exercise  Agreement).  Certificates  for the Warrant Shares so purchased,
representing the aggregate number of shares specified in the Exercise Agreement,
shall be delivered to the holder hereof within a reasonable  time, not exceeding
three (3) business  days,  after this Warrant shall have been so exercised.  The
certificates so delivered shall be in such  denominations as may be requested by
the holder  hereof and shall be  registered  in the name of such  holder or such
other name as shall be  designated  by such holder.  If this Warrant  shall have
been exercised only in part, then, unless this Warrant has expired,  the Company
shall (subject to Section 3(b) below),  at its expense,  at the time of delivery
of such  certificates,  deliver to the  holder a new  Warrant  representing  the
number of shares  with  respect to which this  Warrant  shall not then have been
exercised.

     (b) Book-Entry.  Notwithstanding anything to the contrary set forth herein,
upon  exercise  of any  portion  of this  Warrant in  accordance  with the terms
hereof,  the  Warrantholder  shall not be required to physically  surrender this
Warrant to the  Company  unless  such  holder is  purchasing  the full amount of
Warrant Shares  represented by this Warrant.  The  Warrantholder and the Company
shall  maintain  records  showing  the  number of  Warrant  Shares so  purchased
hereunder  and the  dates of such  purchases  or shall  use such  other  method,
reasonably  satisfactory  to the  Warrantholder  and the  Company,  so as not to
require  physical  surrender  of this  Warrant  upon  each  such  exercise.  The
Warrantholder and any assignee,  by acceptance of this Warrant or a new Warrant,
acknowledge  and agree  that,  by reason of the  provisions  of this  paragraph,
following exercise of any portion of this Warrant,  the number of Warrant Shares
which may be purchased upon exercise of this Warrant may be less than the number
of Warrant Shares set forth on the face hereof.

     Section 4. Compliance with the Securities Act of 1933. Neither this Warrant
nor the Common Stock issued upon exercise  hereof nor any other security  issued
or  issuable  upon  exercise  of this  Warrant  may be offered or sold except as
provided in this Warrant and in conformity  with the  Securities Act of 1933, as
amended,  and then only  against  receipt of an agreement of such person to whom
such offer of sale is made to comply with the  provisions of this Section 4 with
respect to any resale or other  disposition  of such  security.  The Company may
cause the legend set forth on the first page of this  Warrant to be set forth on
each Warrant or similar legend on any security  issued or issuable upon exercise
of this Warrant until the Warrant  Shares have been  registered for resale under
the Registration Rights Agreement or until Rule 144 is available, unless counsel
for the  Company is of the opinion as to any such  security  that such legend is
unnecessary.

     Section 5.  Payment of Taxes.  The Company will pay any  documentary  stamp
taxes  attributable to the initial  issuance of Warrant Shares issuable upon the
exercise  of the  Warrant;  provided,  however,  that the  Company  shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Warrant Shares in a
name  other  than that of the  registered  holder of this  Warrant in respect of
which such shares are issued.  The holder shall be responsible  for income taxes
due under federal or state law, if any such tax is due.

     Section 6.  Mutilated or Missing  Warrants.  In case this Warrant  shall be
mutilated,  lost, stolen, or destroyed,  the Company shall issue in exchange and
substitution of and upon  cancellation of the mutilated  Warrant,  or in lieu of
and  substitution  for the Warrant lost,  stolen or destroyed,  a new Warrant of
like tenor and for the  purchase  of a like number of Warrant  Shares,  but only
upon receipt of evidence  reasonably  satisfactory  to the Company of such loss,
theft or  destruction  of the  Warrant,  and with  respect to a lost,  stolen or
destroyed  Warrant,  reasonable  indemnity  or bond  with  respect  thereto,  if
reasonably requested by the Company.

     Section 7. Reservation of Common Stock.  The Company hereby  represents and
warrants that there have been reserved,  and the Company shall at all applicable
times keep reserved,  out of the authorized and unissued  Common Stock, a number
of shares  sufficient  to provide  for the  exercise  of the rights of  purchase
represented  by the  Warrant  in full  (without  regard to any  restrictions  on
beneficial  ownership  contained herein),  and the transfer agent for the Common
Stock,  including every subsequent  transfer agent for the Common Stock or other
shares of the Company's  capital stock  issuable upon the exercise of any of the
right of purchase aforesaid ("Transfer Agent"),  shall be irrevocably authorized
and  directed at all times to reserve  such number of  authorized  and  unissued
shares of Common  Stock as shall be  requisite  for such  purpose.  The  Company
agrees that all Warrant Shares issued upon exercise of the Warrant in accordance
with its terms shall be, at the time of delivery  of the  certificates  for such
Warrant Shares, duly authorized,  validly issued,  fully paid and non-assessable
shares of Common Stock of the Company. The Company will keep a conformed copy of
this Warrant on file with its Transfer Agent.  The Company will supply from time
to time the Transfer  Agent with duly executed  stock  certificates  required to
honor the outstanding Warrant.

     Section 8. Warrant  Price.  The Warrant  Price,  subject to  adjustment  as
provided in Section 9, shall, if payment is made in cash or by certified  check,
be payable in lawful money of the United States of America.

     Section 9.  Adjustments.  Subject and  pursuant to the  provisions  of this
Section  9, the  Warrant  Price and  number of  Warrant  Shares  subject to this
Warrant  shall  be  subject  to  adjustment  from  time  to  time  as set  forth
hereinafter.

     (a) If the  Company  or any of its  subsidiaries  shall at any time or from
time  to time  while  the  Warrant  is  outstanding,  pay a  dividend  or make a
distribution  on its  capital  stock in shares of Common  Stock,  subdivide  its
outstanding  shares of Common  Stock into a greater  number of shares or combine
its   outstanding   shares  into  a  smaller   number  of  shares  or  issue  by
reclassification  of its  outstanding  shares of Common  Stock any shares of its
capital  stock  (including  any  such  reclassification  in  connection  with  a
consolidation  or merger in which the  Company is the  continuing  corporation),
then the number of Warrant Shares  purchasable  upon exercise of the Warrant and
the Warrant Price in effect immediately prior to the date upon which such change
shall  become  effective,   shall  be  adjusted  by  the  Company  so  that  the
Warrantholder thereafter exercising the Warrant shall be entitled to receive the
number of shares of Common Stock or other capital stock which the  Warrantholder
would have received if the Warrant had been exercised  immediately prior to such
event.  Such  adjustment  shall be made  successively  whenever any event listed
above shall occur.

     (b) If any capital reorganization, reclassification of the capital stock of
the Company, consolidation or merger of the Company with another corporation, or
sale, transfer or other disposition of all or substantially all of the Company's
assets to another  corporation  shall be effected,  then, as a condition of such
reorganization, reclassification, consolidation, merger, sale, transfer or other
disposition,   lawful  and  adequate   provision  shall  be  made  whereby  each
Warrantholder  shall  thereafter have the right to purchase and receive upon the
basis and upon the  terms and  conditions  herein  specified  and in lieu of the
Warrant Shares  immediately  theretofore  issuable upon exercise of the Warrant,
such  shares of stock,  securities  or assets  as would  have been  issuable  or
payable with  respect to or in exchange for a number of Warrant  Shares equal to
the number of Warrant Shares immediately  theretofore  issuable upon exercise of
the Warrant, had such reorganization,  reclassification,  consolidation, merger,
sale,  transfer  or other  disposition  not  taken  place,  and in any such case
appropriate  provision shall be made with respect to the rights and interests of
each  Warrantholder to the end that the provisions  hereof  (including,  without
limitations,  provision for adjustment of the Warrant Price) shall thereafter be
applicable, as nearly equivalent as may be practicable in relation to any shares
of stock,  securities or  properties  thereafter  deliverable  upon the exercise
hereof.  The  Company  shall not effect any such  consolidation,  merger,  sale,
transfer  or  other  disposition  unless  prior  to or  simultaneously  with the
consummation  thereof  the  successor  corporation  (if other than the  Company)
resulting from such  consolidation or merger,  or the corporation  purchasing or
otherwise acquiring such assets or other appropriate corporation or entity shall
assume,  by written  instrument  executed  and  delivered  to the  Company,  the
obligation  to  deliver  to the  holder  of the  Warrant  such  shares of stock,
securities  or assets as, in  accordance  with the  foregoing  provisions,  such
holder may be entitled to purchase and the other obligations under this Warrant.
The  provisions  of this  paragraph  (b)  shall  similarly  apply to  successive
reorganizations, reclassifications, consolidations, mergers, sales, transfers or
other dispositions.

     (c) In case the  Company  shall  fix a  record  date  for the  making  of a
distribution  to all holders of Common Stock  (including  any such  distribution
made in connection  with a  consolidation  or merger in which the Company is the
continuing  corporation)  of evidences of indebtedness or assets or subscription
rights or  warrants,  the Warrant  Price to be in effect  after such record date
shall be determined by multiplying the Warrant Price in effect immediately prior
to such  record date by a fraction,  the  numerator  of which shall be the total
number of shares of Common Stock outstanding multiplied by the Fair Market Value
per share of Common Stock (as defined  below),  less the fair market value (on a
per share  basis) (as  determined  by the  Company's  Board of Directors in good
faith) of said assets or evidences of indebtedness  so  distributed,  or of such
subscription rights or warrants, and the denominator of which shall be the total
number of shares of Common  Stock  outstanding  multiplied  by such current Fair
Market  Value  per  share  of  Common  Stock.  Such  adjustment  shall  be  made
successively  whenever  such a record date is fixed.  "Fair Market Value" of the
Common  Stock shall be the closing  price of the Common Stock as reported by the
Nasdaq  Stock  Market (or other  exchange or market on which the Common Stock is
principally  traded) on the trading day immediately  preceding the date on which
such value is being determined.

     (d) For the  duration  of the term of this  Warrant,  if the Company or any
subsidiary  shall at any  time or from  time to time  issue  or sell  securities
(other than issuances of Underlying  Shares  pursuant to Debentures and Warrants
under the Purchase  Agreement,  shares or options  issued or which may be issued
pursuant to the Company's  current  employee or director  option plans or shares
issued upon exercise of options,  warrants or rights  outstanding on the date of
the Agreement  and listed in the Company's SEC Filings and other than  issuances
described in and permitted  under  7.2(b)(iii) of the Purchase  Agreement) at an
effective a Per Share  Selling  Price (as defined  below) which is less than the
Warrant Price,  then in each such case, the Warrant Price in effect  immediately
prior  to  such  issue  or  sale  shall  be  automatically   reduced   effective
concurrently  with such issue or sale to an amount determined by multiplying the
Warrant Price then in effect by a fraction,  (x) the numerator of which shall be
the sum of (1) the  number of shares of  Common  Stock  outstanding  immediately
prior to such issue or sale, plus (2) the number of shares of Common Stock which
the aggregate  consideration  received by the Company for such additional shares
would purchase at the Warrant Price,  and (y) the  denominator of which shall be
the  number of shares of Common  Stock of the  Company  outstanding  immediately
after such issue or sale.

     The foregoing  provision of this subsection shall not apply to issuances or
sales  pursuant to the  Company's  duly adopted  employee or director  bona fide
options  plans  and/or  compensation  arrangements  or  to  issuances  of  up to
1,500,000  shares of the Company's  Common Stock to the stockholders of Advanced
Medical Diagnostic Corporation, a majority-owned subsidiary of Fonar ("AMD"), in
exchange for their shares of stock of AMD (which shall not be a capital  raising
transaction).

     For the purposes of the foregoing  adjustment,  in the case of the issuance
of any convertible  securities,  warrants,  options or other rights to subscribe
for or to  purchase  or  exchange  for,  shares  of Common  Stock  ("Convertible
Securities"),  the  maximum  number  of shares of  Common  Stock  issuable  upon
exercise,  exchange or conversion of such Convertible Securities shall be deemed
to be outstanding,  provided that no further  adjustment  shall be made upon the
actual  issuance of Common Stock upon  exercise,  exchange or conversion of such
Convertible Securities.

     For the  purposes of this Section  9(d),  "Per Share  Selling  Price" shall
include  the  amount  actually  paid by third  parties  for each share of Common
Stock.  In the  event a fee is paid  by the  Company  in  connection  with  such
transaction,  any such fee shall be deducted  from the selling price pro rata to
all shares sold in the  transaction  to arrive at the Per Share Selling Price. A
sale of shares of Common  Stock  shall  include  the sale or issuance of rights,
options,  warrants or convertible,  exchangeable or exercisable securities under
which the Company is or may become  obligated to issue  shares of Common  Stock,
and in such  circumstances  the Per  Share  Selling  Price of the  Common  Stock
covered  thereby shall also include the exercise,  exchange or conversion  price
thereof (in addition to the consideration received by the Company upon such sale
or issuance less the fee amount as provided above). In case of any such security
issued in a  Variable  Rate  Transaction  or an MFN  Transaction,  the Per Share
Selling Price shall be deemed to be the lowest  conversion or exercise  price at
which such securities are converted or exercised or might have been converted or
exercised in the case of a Variable Rate  Transaction,  or the lowest adjustment
price in the case of an MFN Transaction,  over the life of such  securities.  If
shares are issued for a  consideration  other than cash,  the Per Share  Selling
Price shall be the fair value of such  consideration as determined in good faith
by independent  certified public accountants  mutually acceptable to the Company
and the Purchaser.

     (e) An adjustment shall become effective  immediately after the record date
in the case of each dividend or distribution and immediately after the effective
date of each other event which requires an adjustment.

     (f) In the  event  that,  as a result of an  adjustment  made  pursuant  to
Section 9, the holder of this  Warrant  shall  become  entitled  to receive  any
shares of capital stock of the Company  other than shares of Common  Stock,  the
number of such other shares so receivable upon exercise of this Warrant shall be
subject  thereafter to adjustment  from time to time in a manner and on terms as
nearly  equivalent as practicable to the provisions  with respect to the Warrant
Shares contained in this Warrant.

     (g) In the event of any adjustment in the number of Warrant Shares issuable
hereunder  upon exercise,  the Warrant Price shall be inversely  proportionately
increased or  decreased,  as the case may be, such that the  aggregate  purchase
price for Warrant  Shares upon full  exercise of this  Warrant  shall remain the
same. Similarly, in the event of any adjustment in the Warrant Price, the number
of  Warrant  Shares   issuable   hereunder  upon  exercise  shall  be  inversely
proportionately  increased  or  decreased,  as the  case may be,  such  that the
aggregate  purchase  price for Warrant Shares upon full exercise of this Warrant
shall remain the same.

     Section 10. Fractional Interest. The Company shall not be required to issue
fractions of Warrant Shares upon the exercise of the Warrant. If any fraction of
a Warrant Share would,  except for the  provisions of this Section,  be issuable
upon the exercise of the Warrant (or specified  portions  thereof),  the Company
shall round such  calculation  to the nearest  whole  number and  disregard  the
fraction.

     Section 11.  Benefits.  Nothing in this Warrant  shall be construed to give
any person,  firm or corporation  (other than the Company and the Warrantholder)
any legal or equitable right, remedy or claim, it being agreed that this Warrant
shall  be  for  the  sole  and   exclusive   benefit  of  the  Company  and  the
Warrantholder.

     Section  12.  Notices to  Warrantholder.  Upon the  happening  of any event
requiring an adjustment of the Warrant Price,  the Company shall  forthwith give
written  notice  thereof to the  Warrantholder  at the address  appearing in the
records of the  Company,  stating the  adjusted  Warrant  Price and the adjusted
number of  Warrant  Shares  resulting  from  such  event  and  setting  forth in
reasonable  detail  the  method of  calculation  and the facts  upon  which such
calculation  is  based.  In the  event of a  dispute  with  respect  to any such
calculation,  the  certificate  of the Company's  independent  certified  public
accountants  shall be conclusive  evidence of the correctness of any computation
made, absent manifest error. Failure to give such notice to the Warrantholder or
any defect  therein  shall not affect the  legality  or  validity of the subject
adjustment.  At the  Warrantholder's  request,  the Company shall deliver to the
Warrantholder  as of a requested date a notice  specifying the Warrant Price and
the number of Warrant  Shares into which this Warrant is  exercisable as of such
date.

     Section 13. Identity of Transfer Agent.  The initial Transfer Agent for the
Common Stock is:

     Computershare (f/k/a Securities Transfer Trust, Inc.)
     350 Indiana Street, Suite 800
     Golden, Colorado 80401

     Forthwith upon the  appointment  of any  subsequent  transfer agent for the
Common Stock or other shares of the Company's  capital  stock  issuable upon the
exercise of the rights of purchase  represented by the Warrant, the Company will
fax to the  Warrantholder a statement setting forth the name and address of such
transfer agent.

     Section 14. Notices.  Any notice pursuant hereto to be given or made by the
Warrantholder  to or on the  Company  shall  be  sufficiently  given  or made if
delivered  personally  or by  facsimile  or if sent by a  nationally  recognized
courier, addressed as follows:

     Fonar Corporation
     110 Marcus Drive
     Melville, New York 11747
     Telephone:        (631) 694-2929
     Fax:              (631) 249-3734

or such other  address as the  Company  may  specify in writing by notice to the
Warrantholder complying as to delivery with the terms of this Section 14.

     Any notice  pursuant hereto to be given or made by the Company to or on the
Warrantholder shall be sufficiently given or made if personally  delivered or if
sent by a nationally  recognized  courier service by overnight  service,  to the
address  set forth on the books of the Company or, as to each of the Company and
the Warrantholder, at such other address as shall be designated by such party by
written  notice to the other party  complying  as to delivery  with the terms of
this Section 14.

     All such notices,  requests,  demands,  directions and other communications
shall,  when sent by courier,  be effective  one (1) day after  delivery to such
courier as provided  and  addressed as  aforesaid.  All faxes shall be effective
upon receipt.

     Section 15.  Registration  Rights.  The initial  holder of this  Warrant is
entitled to the benefit of certain registration rights in respect of the Warrant
Shares as provided in the Registration Rights Agreement.

     Section 16.  Successors.  All the covenants and provisions hereof by or for
the  benefit of the  Warrantholder  shall  bind and inure to the  benefit of its
respective successors and assigns hereunder.

     Section 17.  Governing  Law.  This Warrant shall be deemed to be a contract
made  under  the laws of the  State of New York,  without  giving  effect to its
conflict  of law  principles,  and  for  all  purposes  shall  be  construed  in
accordance with the laws of said State.

     Section 18. 4.9% and 19.9% Limitations.

     (a)  Notwithstanding  anything to the contrary contained herein, the number
of shares of Common  Stock  that may be  acquired  by the holder  upon  exercise
pursuant to the terms hereof  shall not exceed a number that,  when added to the
total number of shares of Common Stock deemed  beneficially owned by such holder
at such time (other than by virtue of the  ownership of  securities or rights to
acquire  securities  (including the Warrant Shares) that have limitations on the
holder's  right to convert,  exercise or purchase  similar to the limitation set
forth  herein),  together  with all shares of Common Stock  deemed  beneficially
owned (other than by virtue of the  ownership of securities or rights to acquire
securities that have  limitations on the right to convert,  exercise or purchase
similar to the limitation set forth herein) by the Warrantholder's  "affiliates"
at such time (as defined in Rule 144 of the Act)  ("Aggregation  Parties")  that
would be aggregated  for purposes of  determining  whether a group under Section
13(d) of the Securities Exchange Act of 1934, as amended,  exists,  would exceed
4.9% of the total  issued  and  outstanding  shares  of the  Common  Stock  (the
"Restricted Ownership Percentage").  Each holder shall have the right (x) at any
time  and  from  time to time to  reduce  its  Restricted  Ownership  Percentage
immediately  upon notice to the Company and (y)  (subject to waiver) at any time
and  from  time  to  time,  to  increase  its  Restricted  Ownership  Percentage
immediately in the event of the announcement as pending or planned,  of a change
of control  transaction  (including  without limitation a transaction that would
result in a transfer of more than 50% of the  Company's  voting power or equity,
or a sale of all or substantially  all of the Company's assets, or a transaction
that would result in a person or "group"  being deemed the  beneficial  owner of
50% or more of the Company's voting power or equity).

     (b) The Company's  obligation to issue Common Stock which would exceed such
limits referred to in this Section 18 shall be suspended to the extent necessary
until such time,  if any, as shares of Common Stock may be issued in  compliance
with such restrictions.

     (c)  Notwithstanding  anything  contained  herein,  in the  event  that the
Warrantholder  has timely  exercised  this  Warrant and the issuance of all or a
portion of the  Warrant  Shares to be issued  pursuant  to such  exercise  would
constitute a breach of the Company's  obligations under the rules or regulations
of the Nasdaq Stock Market as they apply to the Company,  or any other principal
securities  exchange or market ("Principal  Market") upon which the Common Stock
is or becomes  traded (the "Cap  Regulations"),  then the  Company  shall not be
obligated  to issue any such  Warrant  Shares to the extent  such  shares are in
excess of the maximum  permissible  amount under such Cap  Regulations  ("Excess
Shares").  Within five (5) days following any  occurrence of Excess Shares,  the
Company shall promptly pay to the Purchaser, in lieu of the Purchaser's right to
receive such Excess Shares,  an amount equal to 120% of the  difference  between
(a) the number of Excess  Shares  multiplied by the closing sale price per share
of Common Stock on the Principal Market on the trading day immediately preceding
the date of the exercise of this Warrant,  and (b) the aggregate  exercise price
for such Excess  Shares.  Only shares of Common Stock  acquired  pursuant to the
Purchase  Agreement  (including  Underlying  Shares and Warrant  Shares) will be
included  in  determining  whether  the  limitation  contained  herein  would be
exceeded   for   purposes   of   this    Section    18(c).

     Section 19. Replacement  Warrants.  The Company agrees that within ten (10)
business days after any request from time to time of the Warrantholder, it shall
deliver to such holder a new Warrant in  substitution  of this Warrant  which is
identical  in  all  respects  except  that  the  then  Warrant  Price  shall  be
appropriately  specified in the Warrant, and the Warrant shall specify the fixed
number of  Warrant  Shares  into which this  Warrant is then  exercisable.  Such
changes are intended not as amendments to the Warrant but only as  clarification
of the foregoing  numbers for convenience  purposes,  and such changes shall not
affect any provisions  concerning  adjustments to the Warrant Price or number of
Warrant Shares contained herein.

     Section 20.  Absolute  Obligation  to Issue Warrant  Shares.  The Company's
obligations  to issue and deliver  Warrant  Shares in accordance  with the terms
hereof are absolute and unconditional, irrespective of any action or inaction by
the holder hereof to enforce the same, any waiver or consent with respect to any
provision hereof,  the recovery of any judgment against any Person or any action
to enforce the same,  or any setoff,  counterclaim,  recoupment,  limitation  or
termination,  or any breach or alleged  breach by the holder hereof or any other
Person of any obligation to the Company or any violation or alleged violation of
law  by  the  holder  or  any  other  Person,  and  irrespective  of  any  other
circumstance  which might  otherwise limit such obligation of the Company to the
holder hereof in  connection  with the issuance of Warrant  Shares.  The Company
will at no time close its  shareholder  books or  records  in any  manner  which
interferes with the timely exercise of this Warrant.

     Section 21. Assignment,  Etc. The Warrantholder may assign or transfer this
Warrant to any  transferee  only with the prior written  consent of the Company,
which  may not be  unreasonably  withheld  or  delayed,  provided  that  (i) the
Warrantholder may assign or transfer this Warrant to any of such Warrantholder's
affiliates without the consent of the Company and (ii) upon any Event of Default
(as defined in the Debentures),  the  Warrantholder  may assign or transfer this
Warrant without the consent of the Company.  The Warrantholder  shall notify the
Company of any such  assignment  or transfer  promptly.  This  Warrant  shall be
binding  upon the Company and its  successors  and shall inure to the benefit of
the Warrantholder and its successors and permitted assigns.

     This Warrant was originally issued on May 24, 2001 and has been amended and
restated as of the date set forth on the signature page hereto  pursuant to that
certain First Amendment to Purchase Warrant entered into between the Company and
the Warrantholder on the date set forth on the signature page hereto.

<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
as of June 1, 2004.

                                                     FONAR CORPORATION

                                                     By: /s/Raymond V. Damadian
                                                     Name:
                                                     Title:

Attest:

Sign: /s/Henry T. Meyer
Print Name:

<PAGE>

                                FONAR CORPORATION
                              WARRANT EXERCISE FORM
Fonar Corporation
110 Marcus Drive
Melville, New York 11747
Telephone: (631) 694-2929
Fax:       (631) 249-3734
Attention: President

     This  undersigned  hereby  irrevocably  elects  to  exercise  the  right of
purchase  represented  by the within  Warrant  ("Warrant")  for, and to purchase
thereunder  _______________  shares of Common Stock* ("Warrant Shares") provided
for therein,  and requests that certificates for the Warrant Shares be issued as
follows:

                           -------------------------------
                           Name
                           -------------------------------
                           Address
                           ===============================

and,  if the  number  of  Warrant  Shares  shall not be all the  Warrant  Shares
purchasable upon exercise of the Warrant,  that a new Warrant for the balance of
the Warrant Shares.

     The  undersigned  hereby  represents  that  all  the   representations  and
warranties  contained  in Sections  5.3 through 5.8 of the  Securities  Purchase
Agreement  dated on or about May 24,  2001  between  Fonar  Corporation  and the
Purchasers named therein are true and correct in all material respects as of the
date hereof and as if the undersigned  were the Purchaser stated therein (if the
undersigned is not such Purchaser).

     In lieu of delivering physical certificates representing the Warrant Shares
purchasable upon exercise of this Warrant, provided the Company's transfer agent
is  participating  in  the  Depository  Trust  Company  ("DTC")  Fast  Automated
Securities  Transfer ("FAST") program,  upon request of the Holder,  the Company
shall use its  commercially  reasonable best efforts to cause its transfer agent
to  electronically  transmit the Warrant  Shares  issuable  upon  conversion  or
exercise to the undersigned, by crediting the account of the undersigned's prime
broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system.

Dated:_______________________                    Signature:
                                                 ______________________________

                                                 ------------------------------
                                                 Name (please print)

                                                 ------------------------------
                                                 Address

*    NOTE:  If exercise of the Warrant is made by  surrender  of the Warrant and
     the number of shares  indicated  exceeds  the  maximum  number of shares to
     which a holder is entitled,  the Company will issue such maximum  number of
     shares  purchasable upon exercise of the Warrant  registered in the name of
     the  undersigned  Warrantholder  or the  undersigned's  Assignee  as  below
     indicated and deliver same to the address stated below.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>x05tw.txt
<TEXT>
                                                                     EXHIBIT 5

Fonar Corporation                                                 June 25, 2004
110 Marcus Drive
Melville, New York  11747

     Re:  Fonar Corporation
          Registration Statement on Form S-3

Gentlemen:

     I  have  represented  Fonar  Corporation,   a  Delaware   corporation  (the
"Company"),  in connection  with the preparation of the  registration  statement
filed with the Securities and Exchange Commission on Form S-3 (the "Registration
Statement")  relating to the proposed  issuance of up to  1,400,000  shares (the
"Shares") of the Company's common stock, par value $.0001 per share (the "Common
Stock").  In this  connection,  I have  examined  originals  or  copies  of such
documents,  corporate  records,  certificates  of  public  officials  and  other
documents as I deemed necessary to examine for purposes of this opinion.

     I am of the  opinion  that when the shares of Common  Stock  covered by the
Registration  Statement  have been  issued in  accordance  with the terms of any
prospectus or prospectus supplement thereunder, such shares of Common Stock will
be duly authorized, validly issued, fully paid and nonassessable.

     I hereby  consent  to the  filing  of this  Opinion  as an  Exhibit  to the
Registration Statement.

                                                            Very truly yours,

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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>x1017tw.txt
<TEXT>
EXHIBIT 10.17

                          AMENDMENT TO CALLABLE WARRANT

     This AMENDMENT TO CALLABLE  WARRANT  ("Amendment")  is made as of this 28th
day of April, 2004 by and between FONAR CORPORATION, a Delaware corporation (the
"Company"), and THE TAIL WIND FUND LTD. ("Holder").

                              W I T N E S S E T H:

     WHEREAS, pursuant to that certain Purchase Agreement ("Purchase Agreement")
dated as of May 24, 2001 by and between the Company and the Holder,  the Company
sold and  issued to the  Holder  on May 24,  2001,  among  other  securities,  a
callable warrant ("Initial  Callable Warrant") expiring May 24, 2004 to purchase
2,000,000  shares of the  Company's  Common  Stock,  par value $0.0001 per share
("Common Stock");

     WHEREAS,  pursuant to those certain First and Second Amendments to Callable
Warrant dated as of June 21, 2002 and August 15, 2002 by and between the Company
and the Holder,  the Holder  exercised the Initial  Callable Warrant in full and
the  Company  issued to the Holder on August  30,  2002 a new  callable  warrant
("Warrant")  expiring  August 30,  2005 to purchase  2,000,000  shares of Common
Stock,  which Warrant provides for adjustment of the Warrant Price and number of
unexercised  Warrant  Shares  remaining  under the Warrant due to  issuances  of
Common  Stock  by  the  Company  under  the  circumstances   described  therein;
capitalized  terms used herein and not otherwise  defined  herein shall have the
meanings ascribed thereto in the Warrant;

     WHEREAS, the 2,000,000 Warrant Shares initially underlying the Warrant were
registered for resale pursuant to a registration statement originally filed with
the SEC under the  Securities  Act of 1933, as amended  ("Securities  Act"),  on
October  22,  2002  and  declared  effective  November  1,  2002  ("Registration
Statement"); and

     WHEREAS,  the  parties  wish to amend the  Warrant  Price and the number of
unexercised  Warrant  Shares  remaining  under the Warrant in  exchange  for the
Holder exercising the Warrant under such new terms in full;

     NOW THEREFORE,  in consideration  of the foregoing  premises and the mutual
covenants  set  forth  in  this  Amendment,  and for  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     1.  Amendment.  Notwithstanding  anything  contained  in the  Warrant,  the
Warrant  Price  under the Warrant  shall equal $1.00 per share of the  Company's
Common Stock and the number of unexercised  Warrant Shares  remaining  under the
Warrant shall equal  3,000,000  Warrant Shares as of the date of this Amendment.
It is  understood  that the new Warrant  Price and  increased  number of Warrant
Shares reflect an agreement reached by the parties after discussions  concerning
the  effect  of  the  applicable  provisions  of  the  Warrant  relating  to the
adjustment  of the  number  and price of  Warrant  Shares,  and that  Holder has
previously  exercised its rights to purchase  400,000  Warrant  Shares under the
Warrant.  Consequently,  the Holder acknowledges that 1,400,000 of the 3,000,000
Warrant  Shares are not covered by the  Registration  Statement or otherwise yet
registered   under  the  Securities  Act,  and  Holder  agrees  to  accept  such
unregistered  1,400,000 Warrant Shares (the "Unregistered  Warrant Shares") upon
Holder's  exercise of the Warrant for all the remaining  Warrant Shares pursuant
to Section 2 of this  Amendment.  The  Company  represents  and  warrants to the
Holder that the 400,000 Warrant Shares  previously  issued were duly authorized,
validly issued,  fully paid and non-assessable  shares of Common Stock, free and
clear of any liens, claims and encumbrances,  and the Holder is not aware of any
claim  against or liability  of the Company  arising out of the issuance of such
400,000 Warrant Shares previously  issued.  The issuance and prices paid for the
400,000 Warrant Shares previously issued are ratified and approved by Holder and
the Company. In addition,  the Company shall have no liability to the Holder for
not  notifying  the Holder of any  adjustment  to the price or number of Warrant
Shares that may have resulted from past issuance of Common Stock by the Company,
whether under the terms of the Warrant, the Purchase Agreement, the Registration
Rights  Agreement  or  otherwise.  Under no  circumstances  shall the  number of
Warrant  Shares be  increased  or the price of the Warrant  Shares be lowered by
reason  of  any  provision  of  the  Warrant,  the  Purchase  Agreement  or  the
Registration Rights Agreement or otherwise beyond the number and price set forth
herein  (assuming all the Warrant Shares are issued  contemporaneously  with the
execution hereof,  otherwise the adjustment provisions contained in Section 9 of
the Warrant  shall apply for any stock split,  stock  dividends,  distributions,
stock issuances,  and similar events covered by such Section 9 which occur after
execution hereof).

     2.  Exercise.  The Holder  hereby  exercises  the Warrant,  pursuant to the
Warrant  Exercise Form attached  hereto,  for the  remaining  3,000,000  Warrant
Shares  underlying the Warrant at the $1.00 Warrant Price for an aggregate price
of $3,000,000.  Upon the delivery of said remaining  Warrant Shares to Holder in
accordance with Holder's written instructions,  the Company will have no further
obligation  to issue shares under the Warrant,  and the Warrant  shall be deemed
exercised in full. Holder shall pay such aggregate price by wire transfer to the
account  designated  by the Company  immediately  following  full  execution and
delivery of this Amendment. It is understood, however, that said shares will not
be issued and released to Holder until payment is received.

     3. Registration Rights.

     a) Prospectus Supplement. Within three (3) business days following the date
     hereof,  the Company,  at its sole cost and expense and in accordance  with
     the Securities  Act,  shall file a prospectus  supplement to the prospectus
     under the Registration  Statement  previously filed with the SEC,  covering
     the changes to the Warrant described herein.

     b) Registration Rights. The Company shall, at its sole cost and expense and
     in accordance with the Securities Act, use its best efforts (1) to promptly
     file and have  declared  effective a resale  registration  statement on the
     appropriate  form  under  the  Securities  Act  with the SEC  covering  the
     1,400,000  Unregistered  Warrant  Shares to be issued upon  exercise of the
     Warrant hereunder,  and (2) to keep such registration statement current and
     effective  until all such shares  covered  thereby are available for resale
     pursuant to Rule 144(k)  under the  Securities  Act, or until such  earlier
     date as all such shares covered thereby shall have been sold ("Registration
     Period"). All the terms and conditions of the Registration Rights Agreement
     dated  as of May 24,  2001  by and  between  the  Company  and  the  Holder
     ("Registration  Rights  Agreement"),  shall apply  mutatis  mutandis to the
     registration  of  such  Unregistered   Warrant  Shares  and  the  continued
     registration of Warrant Shares under the Registration Statement,  including
     without  limitation  the   indemnification   and  contribution   provisions
     contained therein, and all such terms are incorporated by reference herein,
     provided that (a) the  Registration  Date with respect to the  Unregistered
     Warrant  Shares shall mean the date which is six (6) months  following  the
     date  hereof,  (b) the  "Registration  Period"  with respect to the Warrant
     Shares registered under the Registration  Statement shall continue from the
     date hereof until all such shares covered  thereby are available for resale
     pursuant to Rule 144(k) under the Securities Act or until such earlier date
     as all such  shares  covered  thereby  shall  have been  sold,  and (c) the
     "Registration Period" with respect to the Unregistered Warrant Shares shall
     have the meaning set forth in the previous sentence.

     4. Condition Precedent.  This Amendment is being executed concurrently with
a First  Amendment to Purchase  Warrant  dated the date hereof,  which  Purchase
Warrant was issued pursuant to the Purchase  Agreement,  and this Amendment will
not be  effective  until  such  First  Amendment  to  Purchase  Warrant  is also
effective.


     5. Miscellaneous.

     (a) Full Force and Effect.  Except as otherwise  expressly provided herein,
each of the Purchase Agreement,  the Registration Rights Agreement, the Warrant,
the First and Second  Amendments to Callable  Warrant,  and the other agreements
and transactions  contemplated thereby shall remain in full force and effect, to
the extent they are presently in force,  provided,  however,  that to the extent
any provision  thereof is inconsistent  with any of the terms of this Amendment,
the provisions of this Amendment will apply.

     (b) Consent to Jurisdiction, Etc. Each of the Company and Holder agree that
any legal  action or  proceeding  relating  to or  arising  out of or under this
Amendment  may be  brought  in the state or  federal  courts in the State of New
York,  County of New York, and each party accepts with regard to any such action
or  proceeding  for  itself  and in  respect  to  its  property,  generally  and
unconditionally, the jurisdiction of the aforesaid courts. To the fullest extent
permitted by applicable law, each party hereby waives, and agrees not to assert,
by way of motion,  defense,  counterclaim or otherwise, in any such suit, action
or  proceeding  any  claim  that  (i)  it  is  not  personally  subject  to  the
jurisdiction  of any of the  above-named  courts by reason  of any  immunity  or
otherwise,  (ii) its properties  are exempt or immune from setoff,  execution or
attachment,  either  prior to judgment or in aid of execution or (iii) any suit,
action or proceeding so brought is in an inconvenient forum or that the venue of
the suit, action or proceeding is improper or that the subject matter hereof may
not be enforced in or by such courts.

     (c)  Authority.  Each party hereto  hereby  represents  and warrants to the
other party that the execution and delivery by such party of this Amendment, and
the performance by such party of its obligations  hereunder,  have been duly and
validly authorized by such party, with no other action on the part of such party
being necessary. This Amendment has been duly and validly executed and delivered
by such party and  constitutes  a legal,  valid and binding  obligation  of such
party enforceable against such party in accordance with its terms.

     (d)  Governing  Law. This  Amendment  shall be governed by and construed in
accordance with the internal laws of the State of New York.

     (e) Notices. All notices,  requests and other communications hereunder must
be in  writing  and will be deemed to have been  duly  given  only if  delivered
personally,  by courier or by  facsimile  transmission  or mailed  (first  class
postage prepaid) to the parties at the addresses or facsimile  numbers set forth
in the Purchase Agreement.

     (f)  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of  which  will be  deemed  an  original,  but all of  which
together will  constitute  one and the same  instrument.  This  Amendment may be
executed by facsimile.

     (g) Further  Assurances.  Each party shall do and  perform,  or cause to be
done and  performed,  all such  further acts and things,  and shall  execute and
deliver all such other agreements,  certificates,  instruments and documents, as
the other  party may  reasonably  request  in order to carry out the  intent and
accomplish  the  purposes  of  this  Amendment  and  the   consummation  of  the
transactions contemplated hereby.

     (h)  Expenses.  Upon  execution  hereof the Company  shall pay to Tail Wind
Advisory & Management Ltd. the  non-accountable  sum of $10,000 as and for legal
and due diligence  expenses in  connection  with the  transactions  contemplated
hereby and by the amendment of the purchase  warrant  issued to the Holder under
the Purchase Agreement.

     (i) Assignment;  Successors. Neither Holder nor the Company may assign this
Agreement or its respective  rights or obligations  hereunder  without the prior
written consent of the other, which may not be unreasonably withheld or delayed.
This Amendment shall be binding upon the Company's successors.

                    *** Signatures Appear on the Next Page***

<PAGE>

     IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be duly executed as of the date first written above.

                                      FONAR CORPORATION

                                      By:/s/Raymond V. Damadian, M.D., Pres.
                                               Raymond Damadian, M.D., President



                                      THE TAIL WIND FUND LTD.
                                      By:      TAIL WIND ADVISORY AND
                                               MANAGEMENT LTD., as
                                               investment manager


                                                By: /s/David Crook
                                                Name:    David Crook
                                                Title:   CEO

<PAGE>

                                FONAR CORPORATION
                              WARRANT EXERCISE FORM

Fonar Corporation
110 Marcus Drive
Melville, New York 11747
Telephone:        (631) 694-2929
Fax:              (631) 249-3734
Attention:        President

     This  undersigned  hereby  irrevocably  elects  to  exercise  the  right of
purchase  represented  by the within  Warrant,  as  amended  on the date  hereof
("Warrant"),  for, and to purchase thereunder payment in the aggregate amount of
U.S.  $3,000,000,  by cash, wire transfer or certified check 3,000,000 shares of
Common  Stock*  ("Warrant  Shares")  provided  for therein,  and  requests  that
certificates for the Warrant Shares be issued as follows:

                Name: THE TAIL WIND FUND LTD.
                Address for shares to be sent:
                c/o Bishop Rosen & Co.
                100 Broadway, 16th Floor
                New York, New York 10005

     In lieu of delivering physical certificates representing the Warrant Shares
purchasable upon exercise of this Warrant, provided the Company's transfer agent
is  participating  in  the  Depository  Trust  Company  ("DTC")  Fast  Automated
Securities  Transfer ("FAST") program,  upon request of the Holder,  the Company
shall, if convenient,  cause its transfer agent to  electronically  transmit the
Warrant  Shares  issuable  upon  conversion or exercise to the  undersigned,  by
crediting  the account of the  undersigned's  prime  broker with DTC through its
Deposit Withdrawal Agent Commission ("DWAC") system.

Dated:  April  ___, 2004         Signature:  THE TAIL WIND FUND LTD.
                                             By:      TAIL WIND ADVISORY AND
                                             MANAGEMENT LTD., as
                                             investment manager

                                               By: _________________________
                                               Name:    David Crook
                                                        Title:   CEO
                                               Address: c/o Tail Wind Advisory
                                                            & Mgmt. Ltd.
                                               1 Regent Street, 1st Floor
                                               London SW1Y 4NS  England

     If  exercise  of the  Warrant is made by  surrender  of the Warrant and the
number of  shares  indicated  exceeds  the  maximum  number of shares to which a
holder is  entitled,  the  Company  will  issue  such  maximum  number of shares
purchasable  upon  exercise  of  the  Warrant  registered  in  the  name  of the
undersigned  Warrantholder or the undersigned's  Assignee as below indicated and
deliver same to the address stated below.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>x1018tw.txt
<TEXT>
EXHIBIT 10.18

                       FIRST AMENDMENT TO PURCHASE WARRANT

     This FIRST AMENDMENT TO PURCHASE  WARRANT  ("Amendment") is made as of this
28th day of April, 2004 by and between FONAR CORPORATION, a Delaware corporation
(the "Company"), and THE TAIL WIND FUND LTD. ("Holder").

                              W I T N E S S E T H:

     WHEREAS, pursuant to that certain Purchase Agreement ("Purchase Agreement")
dated as of May 24, 2001 by and between the Company and the Holder,  the Company
sold and  issued to the  Holder  on May 24,  2001,  among  other  securities,  a
purchase warrant ("Warrant") expiring May 24, 2006 to purchase 659,501 shares of
the Company's Common Stock, par value $0.0001 per share ("Common Stock"),  which
Warrant  provides for  adjustment of the Warrant Price and number of unexercised
Warrant Shares  remaining  under Warrant due to issuances of Common Stock by the
Company in accordance with the terms set forth therein;  capitalized  terms used
herein and not otherwise defined herein shall have the meanings ascribed thereto
in the Warrant;

     WHEREAS,  the 659,501 Warrant Shares initially  underlying the Warrant were
registered for resale pursuant to a registration  statement (file no. 333-63782)
originally  filed  with the SEC under the  Securities  Act of 1933,  as  amended
("Securities  Act"),  on June 25, 2001 and declared  effective  November 1, 2001
("Registration Statement"); and

     WHEREAS,  in lieu of  effectuating  adjustments  to the Warrant due to past
issuances of Common Stock by the Company,  the parties desire to amend the terms
of the Warrant as provided herein;

     NOW THEREFORE,  in consideration  of the foregoing  premises and the mutual
covenants  set  forth  in  this  Amendment,  and for  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

1. Amendments.  Notwithstanding  anything contained in the Warrant,  the Warrant
shall be amended as follows:

     (a) Warrant  Price.  The Warrant  Price under the Warrant shall equal $0.79
per share of Common  Stock of the  Company,  subject  to further  adjustment  in
accordance with the terms of the Warrant as amended hereby;

     (b) Warrant  Shares.  The number of unexercised  Warrant  Shares  remaining
under the Warrant as of the date hereof shall equal  1,000,000  Warrant  Shares;
the parties acknowledge that none of the Warrant Shares have been exercised;

     (c) Adjustment for Securities  Issuances.  Clauses 9(d)(A) and 9(d)(B) (and
the colon  preceding  such  clauses)  shall be  deleted  in their  entirety  and
replaced with the  following:  "the Warrant  Price,  then in each such case, the
Warrant  Price  in  effect  immediately  prior to such  issue  or sale  shall be
automatically  reduced  effective  concurrently  with  such  issue or sale to an
amount determined by multiplying the Warrant Price then in effect by a fraction,
(x) the  numerator  of which  shall be the sum of (1) the  number  of  shares of
Common Stock  outstanding  immediately prior to such issue or sale, plus (2) the
number of shares of Common Stock which the aggregate  consideration  received by
the Company for such additional  shares would purchase at the Warrant Price, and
(y) the  denominator  of which shall be the number of shares of Common  Stock of
the Company outstanding immediately after such issue or sale."

     In addition,  the second sentence of the second  paragraph of 9(d) reading,
"For  purposes  of the  preceding  paragraph,  in the event  that the  effective
purchase  price is less than both the Fair Market  Value and the Warrant  Price,
then the calculation method which yields the greatest downward adjustment in the
Warrant Price shall be used," shall be deleted.

     (d) Term.  The term of the Warrant  shall be extended  three (3) years such
that the Expiration Date under the Warrant shall be May 24, 2009.

     (e)  Beneficial  Ownership  Cap. The  Restricted  Ownership  Percentage  in
Section 18(a) shall be reduced from 9.9% to 4.9%.  All of Section 18(b) shall be
deleted except for the last paragraph.

     (f) Additional Exclusion from Adjustments. Section 9(d) shall be amended to
provide  that  neither  the price nor number of Warrant  Shares  covered by this
Warrant  shall be adjusted  by any  issuance  of up to  1,500,000  shares of the
Company's  Common  Stock to the  stockholders  of Advanced  Medical  Diagnostics
Corporation, a majority-owned subsidiary of Fonar ("AMD"), in exchange for their
shares of stock of AMD (which shall not be a capital raising transaction).

     (g) No Liability for Not Giving Notice. The Company shall have no liability
to the Holder for failure in the past to notify the Holder of any adjustments to
the price or number of Warrant Shares that may have resulted from past issuances
of Common Stock by the  Company,  whether  under the terms of the  Warrant,  the
Purchase  Agreement,  the Registration  Rights Agreement or otherwise  (provided
that this provision shall not affect  liability for adjustment  notices required
in the future).

2.  Replacement  Warrant.  The Company agrees to promptly execute and deliver to
the  Holder  a  replacement  Warrant  reflecting  the  foregoing  amendments  in
substitution  of the originally  issued Warrant,  the form of which  replacement
Warrant  is  attached  hereto as  Exhibit  A. The  Company  shall  deliver  such
replacement  Warrant to the  Holder's  counsel or as  otherwise  directed by the
Holder  promptly  following the return to the Company of the  originally  issued
Warrant.  Notwithstanding  any delay in the exchange of the replacement  Warrant
for the original Warrant,  the amendment contained herein shall become effective
upon the  execution  and delivery of this  Amendment,  subject to the  condition
precedent set forth in Section 4 hereof.

3. Registration Rights.

     (a)  Prospectus  Supplement.  Within three (3) business days  following the
date hereof,  the Company shall,  at its sole cost and expense and in accordance
with the  Securities  Act,  file a  prospectus  supplement  to the  Registration
Statement with the SEC covering the changes to the Warrant described herein.

     (b) Registration Rights. In the event that there are an insufficient number
of shares remaining covered by Registration Statement, the Company shall, at its
sole cost and expense and in accordance  with the  Securities  Act, use its best
efforts (1) to promptly file and have declared  effective a resale  registration
statement on the appropriate form under the Securities Act with the SEC covering
all  additional  Warrant  Shares issued or issuable upon exercise of the Warrant
which  are not  covered  by the  Registration  Statement,  and (2) to keep  such
registration  statement  current and  effective  until all such  shares  covered
thereby are  available for resale  pursuant to Rule 144(k) under the  Securities
Act, or until such earlier date as all such shares  covered  thereby  shall have
been  sold  ("Registration  Period").  All  the  terms  and  conditions  of  the
Registration  Rights  Agreement  dated  as of May 24,  2001 by and  between  the
Company and the Holder  ("Registration  Rights Agreement"),  shall apply mutatis
mutandis  to  the   registration  of  such  Warrant  Shares  and  the  continued
registration  of Warrant  Shares  under the  Registration  Statement,  including
without limitation the  indemnification  and contribution  provisions  contained
therein, and all such terms are incorporated by reference herein,  provided that
(a) the Registration Date for any such new registration statement shall mean the
date which is six (6) months  following  the date on which counsel to either the
Company or Holder makes a reasonable  determination that an insufficient  number
of  shares  remain  covered  by  the   Registration   Statement,   and  (b)  the
"Registration Period" with respect to such new registration statement shall have
the meaning set forth in the previous sentence.

     (c) Amendment to Registration  Rights  Agreement.  The Registration  Rights
Agreement  is hereby  amended  such that the  "Registration  Period"  as defined
therein  shall  continue  from the date  hereof  until all such  shares  covered
thereby are  available for resale  pursuant to Rule 144(k) under the  Securities
Act or until such  earlier  date as all such  shares  covered by the  applicable
Registration Statement have been sold.

4. Condition  Precedent.  This Amendment is being executed  concurrently with an
Amendment  to Callable  Warrant  dated the date hereof and will not be effective
until such Amendment to Callable Warrant is also effective.

5. Miscellaneous.

     (a) Full Force and Effect.  Except as otherwise  expressly provided herein,
each of the Purchase Agreement,  the Registration Rights Agreement, the Warrant,
the First and Second  Amendments to Callable  Warrant,  and the other agreements
and transactions  contemplated thereby shall remain in full force and effect, to
the extent they are presently in force,  provided,  however,  that to the extent
any provision  thereof is inconsistent  with any of the terms of this Amendment,
the provisions of this Amendment will apply.

     (b) Consent to Jurisdiction, Etc. Each of the Company and Holder agree that
any legal  action or  proceeding  relating  to or  arising  out of or under this
Amendment  may be  brought  in the state or  federal  courts in the State of New
York,  County of New York, and each party accepts with regard to any such action
or  proceeding  for  itself  and in  respect  to  its  property,  generally  and
unconditionally,  the jurisdiction of the aforesaid  courts.  Each party further
irrevocably  consents to the service of process out of any of the aforementioned
courts in any such  action or  proceeding  by the  mailing of copies  thereof by
registered  or certified  U.S.  mail,  postage  prepaid,  to it at its addresses
provided  in the  Purchase  Amendment,  such  service to become  effective  upon
receipt or five (5) days after such mailing, whichever shall first occur. To the
fullest extent permitted by applicable law, each party hereby waives, and agrees
not to assert, by way of motion, defense, counterclaim or otherwise, in any such
suit,  action or proceeding any claim that (i) it is not  personally  subject to
the  jurisdiction of any of the above-named  courts by reason of any immunity or
otherwise,  (ii) its properties  are exempt or immune from setoff,  execution or
attachment,  either  prior to judgment or in aid of execution or (iii) any suit,
action or proceeding so brought is in an inconvenient forum or that the venue of
the suit, action or proceeding is improper or that the subject matter hereof may
not be enforced in or by such courts.

     (c)  Authority.  Each party hereto  hereby  represents  and warrants to the
other party that the execution and delivery by such party of this Amendment, and
the performance by such party of its obligations  hereunder,  have been duly and
validly authorized by such party, with no other action on the part of such party
being necessary. This Amendment has been duly and validly executed and delivered
by such party and  constitutes  a legal,  valid and binding  obligation  of such
party enforceable against such party in accordance with its terms.

     (d)  Governing  Law. This  Amendment  shall be governed by and construed in
accordance with the internal laws of the State of New York.

     (e) Notices. All notices,  requests and other communications hereunder must
be in  writing  and will be deemed to have been  duly  given  only if  delivered
personally,  by courier or by  facsimile  transmission  or mailed  (first  class
postage prepaid) to the parties at the addresses or facsimile  numbers set forth
in the Purchase Agreement.

     (f)  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of  which  will be  deemed  an  original,  but all of  which
together will  constitute  one and the same  instrument.  This  Amendment may be
executed by facsimile.

     (g) Further  Assurances.  Each party shall do and  perform,  or cause to be
done and  performed,  all such  further acts and things,  and shall  execute and
deliver all such other agreements,  certificates,  instruments and documents, as
the other  party may  reasonably  request  in order to carry out the  intent and
accomplish  the  purposes  of  this  Amendment  and  the   consummation  of  the
transactions contemplated hereby.

     (h) Assignment;  Successors. Neither Holder nor the Company may assign this
Amendment or its respective  rights or obligations  hereunder  without the prior
written consent of the other, which may not be unreasonably withheld or delayed.
This Amendment shall be binding upon the Company's successors.

                    *** Signatures Appear on the Next Page***

<PAGE>

     IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be duly executed as of the date first written above.



                                               FONAR CORPORATION

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



                                               THE TAIL WIND FUND LTD.
                                               By:      TAIL WIND ADVISORY AND
                                               MANAGEMENT LTD., as
                                               investment manager

                                                         By: /s/David Crook
                                                         Name:    David Crook


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>x1019tw.txt
<TEXT>
EXHIBIT 10.19

                   FORM OF FIRST AMENDMENT TO PURCHASE WARRANT

     This FIRST AMENDMENT TO PURCHASE  WARRANT  ("Amendment") is made as of this
1st day of June, 2004 by and between FONAR CORPORATION,  a Delaware  corporation
(the "Company"), and _________________ ("Holder").

                              W I T N E S S E T H:

     WHEREAS, pursuant to that certain Purchase Agreement ("Purchase Agreement")
dated as of May 24, 2001 by and between the Company and THE  TAILWIND  FUND LTD,
and the instructions of Roan/Meyers Associates,  L.P., the Company issued to the
Holder on May 24, 2001, a purchase warrant ("Warrant")  expiring May 24, 2006 to
purchase  100,000  shares of the Company's  Common Stock,  par value $0.0001 per
share  ("Common  Stock"),  which Warrant  provides for adjustment of the Warrant
Price and number of unexercised  Warrant Shares  remaining  under Warrant due to
issuances of Common Stock by the Company in accordance  with the terms set forth
therein;  capitalized  terms used herein and not otherwise  defined herein shall
have the meanings ascribed thereto in the Warrant;

     WHEREAS,  the 100,000 Warrant Shares initially  underlying the Warrant were
registered for resale pursuant to a registration  statement (file no. 333-63782)
originally  filed  with the SEC under the  Securities  Act of 1933,  as  amended
("Securities  Act"),  on June 25, 2001 and declared  effective  November 1, 2001
("Registration Statement"); and

     WHEREAS,  in lieu of  effectuating  adjustments  to the Warrant due to past
issuances of Common Stock by the Company,  the parties desire to amend the terms
of the Warrant as provided herein;

     NOW THEREFORE,  in consideration  of the foregoing  premises and the mutual
covenants  set  forth  in  this  Amendment,  and for  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     1.  Amendments.  Notwithstanding  anything  contained in the  Warrant,  the
Warrant shall be amended as follows:

     (a) Warrant  Price.  The Warrant  Price under the Warrant shall equal $0.79
per share of Common  Stock of the  Company,  subject  to further  adjustment  in
accordance with the terms of the Warrant as amended hereby;

     (b) Warrant  Shares.  The number of unexercised  Warrant  Shares  remaining
under the Warrant as of the date hereof shall equal 151,625 Warrant Shares;  the
parties acknowledge that none of the Warrant Shares have been exercised;

     (c) Adjustment for Securities  Issuances.  Clauses 9(d)(A) and 9(d)(B) (and
the colon  preceding  such  clauses)  shall be  deleted  in their  entirety  and
replaced with the following:

               "the Warrant Price,  then in each such case, the Warrant Price in
               effect   immediately  prior  to  such  issue  or  sale  shall  be
               automatically  reduced effective  concurrently with such issue or
               sale to an amount  determined  by  multiplying  the Warrant Price
               then in effect by a fraction, (x) the numerator of which shall be
               the sum of (1) the number of shares of Common  Stock  outstanding
               immediately  prior to such issue or sale,  plus (2) the number of
               shares of Common Stock which the aggregate consideration received
               by the Company for such  additional  shares would purchase at the
               Warrant  Price,  and (y) the  denominator  of which  shall be the
               number  of  shares of  Common  Stock of the  Company  outstanding
               immediately after such issue or sale."

     In addition,  the second sentence of the second  paragraph of 9(d) reading,
"For  purposes  of the  preceding  paragraph,  in the event  that the  effective
purchase  price is less than both the Fair Market  Value and the Warrant  Price,
then the calculation method which yields the greatest downward adjustment in the
Warrant Price shall be used," shall be deleted.

     (d) Term.  The term of the Warrant  shall be extended  three (3) years such
that the Expiration Date under the Warrant shall be May 24, 2009.

     (e)  Beneficial  Ownership  Cap. The  Restricted  Ownership  Percentage  in
Section 18(a) shall be reduced from 9.9% to 4.9%.  All of Section 18(b) shall be
deleted except for the last paragraph.

     (f) Additional Exclusion from Adjustments. Section 9(d) shall be amended to
provide  that  neither  the price nor number of Warrant  Shares  covered by this
Warrant  shall be adjusted  by any  issuance  of up to  1,500,000  shares of the
Company's  Common  Stock to the  stockholders  of Advanced  Medical  Diagnostics
Corporation, a majority-owned subsidiary of Fonar ("AMD"), in exchange for their
shares of stock of AMD (which shall not be a capital raising transaction).

     (g) No Liability for Not Giving Notice. The Company shall have no liability
to the Holder for failure in the past to notify the Holder of any adjustments to
the price or number of Warrant Shares that may have resulted from past issuances
of Common Stock by the  Company,  whether  under the terms of the  Warrant,  the
Purchase  Agreement,  the Registration  Rights Agreement or otherwise  (provided
that this provision shall not affect  liability for adjustment  notices required
in the future).

     2. Replacement  Warrant. The Company agrees to promptly execute and deliver
to the Holder a  replacement  Warrant  reflecting  the  foregoing  amendments in
substitution  of the originally  issued Warrant,  the form of which  replacement
Warrant  is  attached  hereto as  Exhibit  A. The  Company  shall  deliver  such
replacement  Warrant to the  Holder's  counsel or as  otherwise  directed by the
Holder  promptly  following the return to the Company of the  originally  issued
Warrant.  Notwithstanding  any delay in the exchange of the replacement  Warrant
for the original Warrant,  the amendment contained herein shall become effective
upon the execution and delivery of this Amendment.

     3. Registration Rights.

     (a)  Prospectus  Supplement.  Within three (3) business days  following the
date hereof,  the Company shall,  at its sole cost and expense and in accordance
with the  Securities  Act,  file a  prospectus  supplement  to the  Registration
Statement with the SEC covering the changes to the Warrant described herein.

     (b) Registration Rights. In the event that there are an insufficient number
of shares remaining covered by Registration Statement, the Company shall, at its
sole cost and expense and in accordance  with the  Securities  Act, use its best
efforts (1) to promptly file and have declared  effective a resale  registration
statement on the appropriate form under the Securities Act with the SEC covering
all  additional  Warrant  Shares issued or issuable upon exercise of the Warrant
which  are not  covered  by the  Registration  Statement,  and (2) to keep  such
registration  statement  current and  effective  until all such  shares  covered
thereby are  available for resale  pursuant to Rule 144(k) under the  Securities
Act, or until such earlier date as all such shares  covered  thereby  shall have
been  sold  ("Registration  Period").  All  the  terms  and  conditions  of  the
Registration  Rights  Agreement  dated  as of May 24,  2001 by and  between  the
Company and the Holder  ("Registration  Rights Agreement"),  shall apply mutatis
mutandis  to  the   registration  of  such  Warrant  Shares  and  the  continued
registration  of Warrant  Shares  under the  Registration  Statement,  including
without limitation the  indemnification  and contribution  provisions  contained
therein, and all such terms are incorporated by reference herein,  provided that
(a) the Registration Date for any such new registration statement shall mean the
date which is six (6) months  following  the date on which counsel to either the
Company or Holder makes a reasonable  determination that an insufficient  number
of  shares  remain  covered  by  the   Registration   Statement,   and  (b)  the
"Registration Period" with respect to such new registration statement shall have
the meaning set forth in the previous sentence.

     (c) Amendment to Registration  Rights  Agreement.  The Registration  Rights
Agreement  is hereby  amended  such that the  "Registration  Period"  as defined
therein  shall  continue  from the date  hereof  until all such  shares  covered
thereby are  available for resale  pursuant to Rule 144(k) under the  Securities
Act or until such  earlier  date as all such  shares  covered by the  applicable
Registration Statement have been sold.

     4. Miscellaneous.

     (a) Full Force and Effect.  Except as otherwise  expressly provided herein,
each of the Purchase Agreement,  the Registration Rights Agreement, the Warrant,
the First and Second  Amendments to Callable  Warrant,  and the other agreements
and transactions  contemplated thereby shall remain in full force and effect, to
the extent they are presently in force,  provided,  however,  that to the extent
any provision  thereof is inconsistent  with any of the terms of this Amendment,
the provisions of this Amendment will apply.

     (b) Consent to Jurisdiction, Etc. Each of the Company and Holder agree that
any legal  action or  proceeding  relating  to or  arising  out of or under this
Amendment  may be  brought  in the state or  federal  courts in the State of New
York,  County of New York, and each party accepts with regard to any such action
or  proceeding  for  itself  and in  respect  to  its  property,  generally  and
unconditionally,  the jurisdiction of the aforesaid  courts.  Each party further
irrevocably  consents to the service of process out of any of the aforementioned
courts in any such  action or  proceeding  by the  mailing of copies  thereof by
registered  or certified  U.S.  mail,  postage  prepaid,  to it at its addresses
provided  in the  Purchase  Amendment,  such  service to become  effective  upon
receipt or five (5) days after such mailing, whichever shall first occur. To the
fullest extent permitted by applicable law, each party hereby waives, and agrees
not to assert, by way of motion, defense, counterclaim or otherwise, in any such
suit,  action or proceeding any claim that (i) it is not  personally  subject to
the  jurisdiction of any of the above-named  courts by reason of any immunity or
otherwise,  (ii) its properties  are exempt or immune from setoff,  execution or
attachment,  either  prior to judgment or in aid of execution or (iii) any suit,
action or proceeding so brought is in an inconvenient forum or that the venue of
the suit, action or proceeding is improper or that the subject matter hereof may
not be enforced in or by such courts.

     (c)  Authority.  Each party hereto  hereby  represents  and warrants to the
other party that the execution and delivery by such party of this Amendment, and
the performance by such party of its obligations  hereunder,  have been duly and
validly authorized by such party, with no other action on the part of such party
being necessary. This Amendment has been duly and validly executed and delivered
by such party and  constitutes  a legal,  valid and binding  obligation  of such
party enforceable against such party in accordance with its terms.

     (d)  Governing  Law. This  Amendment  shall be governed by and construed in
accordance with the internal laws of the State of New York.

     (e) Notices. All notices,  requests and other communications hereunder must
be in  writing  and will be deemed to have been  duly  given  only if  delivered
personally,  by courier or by  facsimile  transmission  or mailed  (first  class
postage prepaid) to the parties at the addresses or facsimile  numbers set forth
in the Purchase Agreement.

     (f)  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of  which  will be  deemed  an  original,  but all of  which
together will  constitute  one and the same  instrument.  This  Amendment may be
executed by facsimile.

     (g) Further  Assurances.  Each party shall do and  perform,  or cause to be
done and  performed,  all such  further acts and things,  and shall  execute and
deliver all such other agreements,  certificates,  instruments and documents, as
the other  party may  reasonably  request  in order to carry out the  intent and
accomplish  the  purposes  of  this  Amendment  and  the   consummation  of  the
transactions contemplated hereby.

     (h) Assignment;  Successors. Neither Holder nor the Company may assign this
Amendment or its respective  rights or obligations  hereunder  without the prior
written consent of the other, which may not be unreasonably withheld or delayed.
This Amendment shall be binding upon the Company's successors.

                    *** Signatures Appear on the Next Page***

<PAGE>

         IN  WITNESS  WHEREOF,  each  of the  parties  hereto  has  caused  this
Amendment to be duly executed as of the date first written above.


                                                     FONAR CORPORATION

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

                                                     --------------------------
                                                     Holder

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>8
<FILENAME>x231tw.txt
<TEXT>

                                                                   EXHIBIT 23.1

             INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S CONSENT

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-3 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 and to the  reference  to our Firm under the
caption  "Experts"  in the  Prospectus,  which  is  part  of  this  Registration
Statement.

/s/Marcum & Kliegman LLP
Marcum & Kliegman LLP

New York, New York
June 25, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>9
<FILENAME>x232tw.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>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
