<PAGE>   - 1 -

       As filed with the Securities and Exchange Commission
             on August __, 1995     Registration No.
__________________________________________________________________

                SECURITIES AND EXCHANGE COMMISSION

                             FORM S-8

     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


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

Delaware                                      11-2464137
__________________________________________________________________
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)                Identification No.)
__________________________________________________________________
110 Marcus Drive, Melville, New York          11747
__________________________________________________________________
(Address of Principal Executive Office)       (Zip Code)

               1995 Non-Statutory Stock Option Plan
                      1995 Stock Bonus Plan
__________________________________________________________________
                    (Full Title of the plans)

    David B. Terry, 110 Marcus Drive, Melville, New York 11747
__________________________________________________________________
             (Name and address of agent for service)

                          (516) 694-2929
__________________________________________________________________
  (Telephone number, including area code, of agent for service)





                 CALCULATION OF REGISTRATION FEE

Title of             Amt. to be  Proposed   Proposed   Amount of
securities           registered  maximum    maximum   registration
to be registered                 offering   aggregate fee
                                 price per  offering
                                 unit*      price
------------------------------------------------------------------
Common Stock
par value $.0001     5,000,000   $2.94   $14,700,000  $5,068.97
------------------------------------------------------------------
Common Stock         5,000,000   $2.94   $14,700,000  $5,068.97
par value $.0001
underlying non-
statutory stock
options
------------------------------------------------------------------
Total               10,000,000   $2.94   $29,400,000  $10,137.94
------------------------------------------------------------------

         * Pursuant to Rule 457, subsections (h) and (c)
                 Specified Date:  August 22, 1995





<PAGE>    - 2 -

                             PART II



INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

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

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

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

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

Item 4. Description of Securities.

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

Item 5.  Interests of Named Experts and Counsel.

         The validity of the securities being registered will be
passed upon by Henry T. Meyer, Esq., General Counsel to the
registrant, 110 Marcus Drive, Melville, New York 11747.  Mr. Meyer



<PAGE>    - 3 -

is an employee of the registrant and eligible to receive, in the
discretion of the appropriate Committee or the Board of Directors,
awards of shares and options under the 1995 Non-Statutory Stock
Option Plan and 1995 Stock Bonus Plan.

Item 6.  Indemnification of Directors and Officers.

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

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

         Article V of the By-Laws of the registrant generally 
provides for indemnification of its officers and directors to the
full extent permitted by Delaware Corporation Law.

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

Item 7.  Exemption From Registration Claimed.

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

Item 8.  Exhibits.

4.1      Article Fourth of the Certificate of Incorporation, as 
amended by the Certificate of Amendment filed June 9,
1995.

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

5        Opinion of Counsel re Legality.



<PAGE>    - 4 -


24.1     Consent of Certified Public Accountants.

24.2     Consent of Counsel is included in Exhibit 5.

28.1     1995 Non-Statutory Stock Option Plan.

28.2     1995 Stock Bonus Plan.

Item 9.  Undertakings.

    The undersigned registrant hereby undertakes:

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

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

(ii) To reflect in the prospectus any facts or events 
arising after the effective date of the registration         
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent 
a fundamental change in the information set forth in the 
registration statement;

(iii) To include any material information with respect to 
the plan of distribution not previously disclosed in the 
registration statement or any material change to such 
information in the registration statement.

Provided, however, that 1 (i) and 1(ii) do not apply if the 
information required to be included in a post-effective 
amendment thereby is contained in periodic reports filed by 
the registrant pursuant to section 13 or section 15(d) of 
the Securities Exchange Act of 1934 that are incorporated 
by reference in the registration statement.

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



<PAGE>    - 5 -

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

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

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

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



<PAGE>    - 6 -


                            SIGNATURES

         Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the Village of Melville, State of New York, on August 21, 1995.


                             FONAR Corporation


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




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

Signature                           Title               Date



Raymond V. Damadian      Chairman of the Board     August 21, 1995
Raymond V. Damadian      of Directors, President
                         and a Director (Principal
                         Executive Officer)

Claudette Chan           Director                  August 21, 1995
Claudette Chan

                                                   August 21, 1995
Robert J. Janoff         Director
Robert J. Janoff


Herbert Maisel           Director                  August 21, 1995
Herbert Maisel

M-2541



<PAGE>    - 7 -
 
       As filed with the Securities and Exchange Commission
                       on August ___, 1995

                                        Registration No.


------------------------------------------------------------------



                SECURITIES AND EXCHANGE COMMISSION


                             EXHIBITS
                                TO
                             FORM S-8
                      Registration Statement
                              Under
                    The Securities Act of 1933



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



<PAGE>    - 8 -

                        FONAR CORPORATION


                          EXHIBIT INDEX



EXHIBIT NO.             DESCRIPTION              PAGE

4.1               Article Fourth of the           9
                  Certificate of Incorporation,
                  as amended

5                 Opinion of Counsel              21
                  re Legality

24.1              Consent of Certified            24
                  Public Accountants

24.2              (Consent of Counsel is          26

                  included in Exhibit 5)

28.1              1995 Non-Statutory Stock        28
                  Option Plan

28.2              1995 Stock Bonus Plan           36



<PAGE>    - 9 -







                           EXHIBIT 4.1

       ARTICLE FOURTH OF THE CERTIFICATE OF INCORPORATION,
                            AS AMENDED



<PAGE>    - 10 -


                     CERTIFICATE OF AMENDMENT
                                OF
                   CERTIFICATE OF INCORPORATION
                                OF
                        FONAR CORPORATION


              FONAR Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the 
State of Delaware (the "Corporation") does hereby certify:

              First:  The name of the Corporation is FONAR 
Corporation.

              Second:  In accordance with the provisions of 
Section 242 of the General Corporation Law of the State of Dela
ware, Article "FOURTH" of the Certificate of Incorporation of the 
Corporation has been amended to read as follows:

              "FOURTH.

A.  Classes and Number of Shares.

              The total number of shares of stock which the Corpo
ration shall have authority to issue is 92,000,000 shares.  The 
classes and the aggregate number of shares of stock of each class 
which the Corporation shall have authority to issue are as fol
lows:

    1.  Sixty million (60,000,000) shares of Common Stock with a 
par value of $.0001 per share.
    
    2.  Four million (4,000,000) shares of Class B Common Stock, 
having a par value of $.0001 per share.
    
    3.  Ten million (10,000,000) shares of Class C Common Stock, 
having a par value of $.0001 per share.

    4.  Ten million (10,000,000) shares of Preferred Stock, having
a par value of $.001 per share.  The Preferred Stock shall have
such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or
other special rights and qualifications, limitations or restric
tions as shall be stated and expressed in the resolution or reso
lutions providing for the issuance of such stock adopted by the



<PAGE>    - 11 -

board of directors of the Corporation.

    5.  Eight million (8,000,000) shares of Class A Non-voting
Preferred Stock, having a par value of $.0001 per share.

B.  Powers and Rights of the Common Stock, the Class B Common
    Stock, the Class C Common Stock and Class A Non-voting
    Preferred Stock.

    1.  Voting Rights and Powers.  With respect to all matters 
upon which stockholders are entitled to vote or to which stock
holders are entitled to give consent, the holders of the out
standing shares of the Common Stock, Class B Common Stock and 
Class C Common Stock shall vote together without regard to class, 
and (a) every holder of the outstanding shares of the Common Stock 
shall be entitled to cast thereon one (1) vote in person or by 
proxy for each share of the Common Stock standing in his name, (b) 
every holder of the outstanding shares of the Class B Common Stock
shall be entitled to cast thereon ten (10) votes in person or by
proxy for each share of the Class B Common Stock standing in his 
name, and (c) every holder of the outstanding shares of the Class 
C Common Stock shall be entitled to cast thereon twenty-five (25) 
votes in person or by proxy for each share of the Class C Common 
Stock standing in his name.  Except as hereinafter provided, the 
Class A Non-voting Preferred Stock, to the extent permitted by 
law, shall have no voting powers.  With respect to any proposed 
amendment to this Certificate of Incorporation which would in
crease or decrease the number of authorized shares of either the 
Common Stock, the Class B Common Stock, the Class C Common Stock 
or the Class A Non-voting Preferred Stock, increase or decrease 
the par value of the shares of the Common Stock, the Class B 
Common Stock, the Class C Common Stock or the Class A Non-voting 
Preferred Stock, or alter or change the powers, preferences, 
relative voting power or special rights of the shares of the 
Common Stock, the Class B Common Stock, the Class C Common Stock 
or the Class A Non-Voting Preferred Stock, so as to affect them 
adversely, the approval of a majority of the votes entitled to be 
cast by the holders of the class affected by the proposed amend
ment, voting separately as a class, shall be obtained in addition
to the approval of a majority of the votes entitled to be cast by
the holders of the Common Stock, the Class B Common Stock and the
Class C Common Stock voting together without regard to class as
hereinbefore provided.

    2.  Dividends and Distributions.



<PAGE>    - 12 -

              a.  Cash Dividends on Common Stock, Class B Common
Stock and Class C Common Stock.  At any time shares of the Class B
Common Stock or Class C Common Stock are outstanding, as and when
cash dividends may be declared by the Board of Directors in its
discretion on the classes of Common Stock, the cash dividend pay
able on shares of the Common Stock shall in all cases be, on a per
share basis, one hundred twenty percent (120%) of the cash divi
dend payable on shares of the Class B Common Stock and three hun
dred sixty percent (360%) of the cash dividend payable on a share
of the Class C Common Stock.  The cash dividend payable on shares
of Class B Common Stock shall in all cases be, on a per share
basis, three hundred percent (300%) of the cash dividend payable 
on shares of Class C Common Stock.  In addition, a cash dividend 
shall be payable in shares of the Common Stock, but not on shares 
of the Class B Common Stock, Class C Common Stock or Class A 
Non-voting Preferred Stock, in an amount equal to 3% of the amount
of any cash awards (in the form of damages, royalties or other
wise) rendered in connection with the enforcement by the Corpora
tion of United States Patent No. 3,789,832.  For purposes of cal
culating the cash dividend to be paid on shares of the Common 
Stock, the Class B Common Stock and the Class C Common Stock, the 
amount of the cash dividend declared and payable on shares of the 
Common Stock determined in accordance with this provision, may be 
rounded up to the next highest half cent or fraction thereof.

              b.  Cash Dividends on Class A Non-voting Preferred 
Stock.  At any time shares of Class A Non-voting Preferred Stock 
are outstanding, as and when cash dividends may be declared by the
Board of Directors on the Common Stock, the cash dividend payable 
on shares of Class A Non-voting Preferred Stock shall be in all 
cases equal on per share basis to the dividend payable on shares 
of the Common Stock.  In addition, a cash dividend shall be pay
able on shares of the Class A Non-voting Preferred Stock, but not 
on shares of the Common Stock, the Class B Common Stock or the 
Class C Common Stock in an amount equal to three percent (3%) of 
the amount of any cash awards or settlements, to the extent col
lected by the Corporation (in the form of damages, royalties or
otherwise), in connection with the enforcement by the Corporation
of United States Patent Nos. 3,789,832 (Apparatus and Method for
Detecting Cancer in Tissue), 4,675,609 (Apparatus Including Per
manent Magnet Configuration), 4,871,966 (Apparatus and Method for
Multiple Angle Oblique MRI), 4,887,038 (Solenoidal Surface Coils
for Magnetic Resonance Imaging) and 5,061,897 (Eddy Current
Control in Magnetic Resonance Imaging) in the action entitled
FONAR Corporation and Dr. Raymond V. Damadian v. Hitachi Ltd.,
Hitachi Medical Corporation of Japan, Hitachi Medical Systems



<PAGE>    - 13 -

America, Inc., Summit World Trade Corporation, Hitachi Medical
Corporation of America, General Electric Company, Brookhaven
Magnetic Resonance Imaging, Inc., and Drucker & Genuth, MDS, P.C.
D/B/A South Shore Imaging Associates (Civil Action No. 92-4196)
pending  in the United States District Court, Eastern District of
New York, less the amount of any cash dividend payable on the
Common Stock pursuant to paragraph B.2.a hereof with respect to
the enforcement of Untied States Patent No. 3,789,832 (Apparatus
and Method for Detecting Cancer in Tissue).  Such dividend would 
be calculated and paid annually, or more frequently as the Board 
of Directors in its discretion may determine, on all amounts 
received by the Company in such period to which the dividend 
applies, commencing with the first fiscal year (or other period 
selected by the Board of Directors) ending after any judgment in 
the aforementioned lawsuit becomes final and unappealable or a 
binding settlement agreement becomes effective.  In addition, the 
Board of Directors shall have the authority at any time or from 
time to time to increase or add to the cash dividends payable on 
the Class A Non-voting Preferred Stock by increasing the
percentage of the cash award provided herein or by adding a 
percentage, in such amount as the Board of Directors may 
determine, of awards or settlements which may be obtained from 
legal actions which may be commenced with respect to the patents 
hereinabove specified or with respect to other patents, 
copyrights, intellectual property, unfair competition, unfair 
trade practices or the like, as the Board of Directors, in its
sole discretion, may determine.  The Board of Directors also shall 
have the authority, in its discretion, and to the extent permitted 
by law, at any time and from time to time, to declare cash 
dividends on the Class A Non-voting Preferred Stock (and solely on 
the Class A Non-voting Preferred Stock if the Board of Directors 
shall so elect) in such amounts as the Board may determine and to 
fix from time to time such other dividend rights with respect to 
the Class A Non-voting Preferred Stock as the Board in its sole 
discretion may determine; such authority shall include, but not be 
limited to, the right to make provisions for the payment of a 
regular cash dividend in a stated amount or in an amount to be 
determined in accordance with such formula or criteria as the 
Board may establish, to determine the times and intervals at which
any such dividends shall be payable and the periods and length of 
time for which they shall be payable and to determine whether any 
such dividend shall be cumulative or noncumulative, and the Board 
of Directors shall have the authority, in its discretion and to 
the extent permitted by law, in connection with the establishing, 
declaration or payment of any such dividend to fix such 
preferences, qualifications, limitations and restrictions with



<PAGE>    - 14 -

respect thereto as the Board shall deem appropriate and desirable.

              c.  Other Dividends and Distributions.  Except as
otherwise provided with respect to the Class A Non-voting Pre
ferred Stock in this Certificate of Incorporation or a resolution
of the Board of Directors adopted pursuant to authority granted in
this Certificate of Incorporation or the Delaware General Corpora
tion Law, each share of the Common Stock, the Class B Common Stock
and the Class A Non-voting Preferred Stock shall be equal in re
spect of rights to dividends (other than cash dividends) and dis
tributions, when and as declared, in the form of stock or other
property of the Corporation, and each share of the Class C Common 
Stock shall be entitled to one-third (1/3) of the dividends and 
distributions declared on the Class B Common Stock, except that in 
the case of dividends or other distributions payable in shares of
Common Stock, Class B Common Stock, Class C Common Stock or Class 
A Non-voting Preferred Stock, including distributions pursuant to 
stock split-ups or divisions, the Board of Directors by resolution 
may provide that shares of the Common Stock shall be distributed
only with respect to the Common Stock, shares of the Class B 
Common Stock shall be distributed only with respect to the Class B 
Common Stock, shares of Class C Common Stock shall be distributed 
only with respect to the Class C Common Stock and shares of the 
Class A Non-Voting Preferred Stock shall be distributed only with 
respect to the Class A Non-Voting Preferred Stock; and further, 
the Board of Directors in its discretion may declare dividends or 
other distributions solely on the Common Stock payable in shares 
of the Class A Non-Voting Preferred Stock.

    3.  Other Rights.  To the extent not otherwise provided in 
this Certificate of Incorporation or required by the Delaware 
General Corporation Law, the Class A Non-voting Preferred Stock 
shall have such powers, preferences, rights, qualifications, 
limitations and restrictions as may be fixed from time to time by 
the Board of Directors in its discretion, provided, however, that
once the Board of Directors shall have fixed any of the foregoing 
it may not thereafter amend any such power, preference, right, 
qualification, limitation or restriction in any manner which would 
adversely affect the Class A Non-voting Preferred Stock without
the consent of the holders of a majority of the holders of the
Class A Non-voting Preferred Stock.  Except as otherwise required
by the Delaware General Corporation Law or as otherwise provided
in this Certificate of Incorporation or resolutions of the Board
of Directors adopted pursuant to authority granted in this Cer
tificate of Incorporation or the Delaware General Corporation Law,
each share of the Common Stock, the Class B Common Stock and the



<PAGE>    - 15 -

Class A Non-voting Preferred Stock shall have identical powers, 
preferences and rights, including rights in liquidation, and each 
share of the Class C Common Stock shall have one third (1/3) of 
the powers, preferences and rights, including rights in liquida
tion, of a share of the Class B Common Stock.  Notwithstanding the 
foregoing, until such time as the Board of Directors acting pur
suant to the authority granted in this Certificate of Incorpora
tion may grant the Class A Non-voting Preferred Stock any con
version rights, the only conversion right attributable to the 
Common Stock, Class B Common Stock, Class C Common Stock or Class 
A Non-voting Preferred Stock shall be those provided in paragraph 
B.6 and B.7.

    4.  Issuance of the Class B Common Stock.  The Board of Direc
tors may only issue shares of the Class B Common Stock in the form 
of a distribution or distributions pursuant to a stock dividend on 
or split-up of the shares of the Class B Common Stock and only to 
the then holders of the outstanding shares of the Class B Common 
Stock in conjunction with and in the same ratio as a stock divi
dend on or split-up of the shares of the Common Stock.

    5.  Issuance of the Class C Common Stock.

              a.  Initial Issuance.  The Board of Directors may
authorize by resolution the manner in which shares of the Class C 
Common Stock shall initially be issued and may set such terms and 
conditions as it deems appropriate or advisable with respect 
thereto, without any vote or other action by the stockholders, 
except as otherwise required by law.  Such initial issuance shall 
only be to the then holders of the Class B Common Stock.

              b.  Subsequent Issuance.  Following the initial 
issuance of the Class C Common Stock, the Board of Directors may 
only issue shares of the Class C Common Stock in the form of a 
distribution or distributions pursuant to a stock dividend on or 
split-up of the shares of the Class C Common Stock in conjunction 
with and in the same ratio as a stock dividend on or split-up of 
the shares of the Common Stock.

    6.  Conversion of the Class B Common Stock.  Each share of the 
Class B Common Stock may at any time be converted at the election 
of the holder thereof into one fully paid and nonassessable share 
of the Common Stock.  Any holder of shares of the Class B Common 
Stock may elect to convert any or all of such shares at one time
or at various times in such holder's discretion.  Such rights 
shall be exercised by the surrender of the certificate represent



<PAGE>    - 16 -

ing each share of the Class B Common Stock to be converted to the
agent for the registration of transfer of shares of the Class B
Common Stock at its office, or to the Corporation at its principal
executive offices, accompanied by a written notice of the election
by the holder thereof to convert and (if so required by the trans
fer agent or by the Corporation) by instruments of transfer, in
form satisfactory to the transfer agent and to the Corporation,
duly executed by such holder or his duly authorized attorney.  The
issuance of a certificate or certificates for shares of the Common
Stock upon conversion of shares of the Class B Common Stock shall
be made without charge for any stamp or other similar tax in re
spect of such issuance.  However, if any such certificate or cer
tificates is or are to be issued in a name other than that of the
holder of the share or shares of the Class B Common Stock convert
ed, the person or persons requesting the issuance thereof shall 
pay to the transfer agent or to the Corporation the amount of any 
tax which may be payable in respect of any such transfer, or shall 
establish to the satisfaction of the transfer agent or of the 
Corporation that such tax has been paid.  As promptly as prac
ticable after the surrender for conversion of a certificate or 
certificates representing shares of the Class B Common Stock and 
the payment of any tax as hereinbefore provided, the Corporation 
will deliver or cause to be delivered at the office of the trans
fer agent to, or upon the written order of, the holder of such 
certificate or certificates, a certificate or certificates repre
senting the number of shares of the Common Stock issuable upon 
such conversion, issued in such name or names as such holder may 
direct.  Such conversion shall be deemed to have been made imme
diately prior to the close of business on the date of the surren
der of the certificate or certificates representing shares of the 
Class B Common Stock (if on such date the transfer books of the 
Corporation shall be closed, then immediately prior to the close 
of business on the first date thereafter that said books shall be
open), and all rights of such holder arising from ownership of 
shares of the Class B Common Stock shall cease at such time, and 
the person or persons in whose name or names the certificate or 
certificates representing shares of the Common Stock are to be 
issued shall be treated for all purposes as having become the 
record holder or holders of such shares of the Common Stock at
such time and shall have and may exercise all the rights and
powers appertaining thereto.  No adjustments in respect of past
cash dividends shall be made upon the conversion of any shares of
the Class B Common Stock; provided, however, that if any shares of
the Class B Common Stock shall be converted subsequent to the
record date for the payment of a cash or stock dividend or other
distribution on shares of the Class B Common Stock but prior to



<PAGE>    - 17 -
 
such payment, the registered holder of such shares at the close of 
business on such record date shall be entitled to receive the cash
or stock dividend or other distribution payable to holders of the 
Common Stock.  The Corporation shall at all times reserve and keep 
available, solely for the purpose of issue upon conversion of out
standing shares of the Class B Common Stock, such number of shares 
of the Common Stock as may be issuable upon the conversion of all 
such outstanding shares of the Class B Common Stock, provided, the 
Corporation may deliver shares of the Common Stock which have 
previously been exchanged for shares of the Class B Common Stock, 
or which are held in the treasury of the Corporation for shares of 
the Class B Common Stock to be converted.  If any shares of the 
Common Stock require registration with or approval of any gov
ernmental authority under any federal or state law before such 
shares of the Common Stock may be issued upon conversion the 
Corporation will cause such shares to be duly registered or 
approved, as the case may be.  The Corporation will endeavor to 
list shares of the Common Stock required to be delivered upon 
conversion prior to such delivery upon any national securities
exchange or national market system on which the outstanding shares 
of the Common Stock may be listed at the time of such delivery.  
All shares of the Common Stock which may be issued upon conversion
of shares of the Class B Common Stock will, upon issue, be fully 
paid and nonassessable.

    7.  Conversion of the Class C Common Stock.  Every three 
shares of the Class C Common Stock may at any time be converted at 
the election of the holder thereof into one fully paid and non
assessable share of the Common Stock.  Any holder of shares of the 
Class C Common Stock may elect to convert any or all of such 
shares at one time or at various times in such holder's discre
tion.  Such rights shall be exercised by the surrender of the 
certificate representing the shares of the Class C Common Stock to 
be converted to the agent for the registration of transfer of 
shares of the Class C Common Stock at its office, or to the Corpo
ration at its principal executive offices, accompanied by a writ
ten notice of the election by the holder thereof to convert and 
(if so required by the transfer agent or by the Corporation) by 
instruments of transfer, in form satisfactory to the transfer
agent and to the Corporation, duly executed by such holder or his 
duly authorized attorney.  The issuance of a certificate or cer
tificates for shares of the Common Stock upon conversion of shares
of the Class C Common Stock shall be made without charge for any 
stamp or other similar tax in respect of such issuance.  However, 
if any such certificate or certificates is or are to be issued in 
a name other than that of the holder of shares of the Class C 



<PAGE>    - 18 -

Common Stock converted, the person or persons requesting the
issuance thereof shall pay to the transfer agent or to the Corpo
ration the amount of any tax which may be payable in respect of
any such transfer, or shall establish to the satisfaction of the
transfer agent or of the Corporation that such tax has been paid.
As promptly as practicable after the surrender for conversion of a
certificate or certificates representing shares of the Class C
Common Stock and the payment of any tax as hereinbefore provided,
the Corporation will deliver or cause to be delivered at the
office of the transfer agent to, or upon the written order of, the
holder of such certificate or certificates, a certificate or cer
tificates representing the number of shares of the Common Stock 
issuable upon such conversion, issued in such name or names as 
such holder may direct.  Such conversion shall be deemed to have 
been made immediately prior to the close of business on the date 
of the surrender of the certificate or certificates representing 
shares of the Class C Common Stock (if on such date the transfer 
books of the Corporation shall be closed, then immediately prior 
to the close of business on the first date thereafter that said
books shall be open), and all rights of such holder arising from
ownership of shares of the Class C Common Stock shall cease at 
such time, and the person or persons in whose name or names the 
certificate or certificates representing shares of the Common 
Stock are to be issued shall be treated for all purposes as having 
become the record holder or holders of such shares of the Common 
Stock at such time and shall have and may exercise all the rights 
and powers appertaining thereto.  No adjustments in respect of 
past cash dividends shall be made upon the conversion of any 
shares of the Class C Common Stock; provided, however, that if any 
shares of the Class C Common Stock shall be converted subsequent 
to the record date for the payment of a cash or stock dividend or
other distribution on shares of the Class C Common Stock but prior 
to such payment, the registered holder of such shares at the close 
of business on such record date shall be entitled to receive the 
cash or stock dividend or other distribution payable to holders of 
the Common Stock.  The Corporation shall at all times reserve and 
keep available, solely for the purpose of issue upon conversion of 
outstanding shares of the Class C Common Stock, such number of 
shares of the Common Stock as may be issuable upon the conversion
of all such outstanding shares of the Class C Common Stock, pro
vided, the Corporation may deliver shares of the Common Stock
which have previously been exchanged for shares of the Class C
Common Stock, or which are held in the treasury of the Corporation
for shares of the Class C Common Stock to be converted.  If any
shares of the Common Stock require registration with or approval
of any governmental authority under any federal or state law



<PAGE>    - 19 -

before such shares of the Common Stock may be issued upon con
version the Corporation will cause such shares to be duly reg
istered or approved, as the case may be.  The Corporation will
endeavor to list shares of the Common Stock required to be de
livered upon conversion prior to such delivery upon any national
securities exchange or national market system on which the out
standing shares of the Common Stock may be listed at the time of
such delivery.  All shares of the Common Stock which may be issued
upon conversion of shares of the Class C Common Stock will, upon
issue, be fully paid and nonassessable.

C.  Preferred Stock.  Except as provided in these Articles with 
respect to the Class A Non-voting Preferred Stock, the powers, 
preferences, rights, qualifications, limitations and restrictions 
pertaining to the Preferred Stock, or any series thereof, shall be 
such as may be fixed by the Board of Directors in its sole discre
tion, authority so to do being hereby expressly vested in such 
Board.

D.  Issuance of the Common Stock, the Preferred Stock and the
Class A Non-voting Preferred Stock.  The Board of Directors of the 
Corporation may from time to time authorize by resolution the 
issuance of any or all shares of the Common Stock, the Preferred 
Stock and the Class A Non-voting Preferred Stock herein authorized 
in accordance with the terms and conditions set forth in this Cer
tificate of Incorporation for such purposes, in such amounts, to 
such persons, corporations, or entities, for such consideration, 
and in the case of the Preferred Stock, in one or more series, all 
as the Board of Directors in its discretion may determine and 
without any vote or other action by the stockholders, except as 
otherwise required by law.


              IN WITNESS WHEREOF, FONAR Corporation has caused 
this Certificate to be signed by its President and attested by its



<PAGE>    - 20 -

Secretary, this 15th day of May, 1995.




                                  FONAR Corporation

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


ATTEST:


David B. Terry - Sec./Treas.
David B. Terry, Secretary




<PAGE>    - 21 -







                            EXHIBIT 5

                 OPINION OF COUNSEL RE:  LEGALITY
 



<PAGE>    - 22 -





                                       August 21, 1995



Fonar Corporation
110 Marcus Drive
Melville, NY  11747

Dear Sirs:

         I refer to the Registration Statement on Form S-8 to 
which this opinion is an Exhibit (the "Registration Statement"), 
being filed by Fonar Corporation, a Delaware corporation (the 
"Company"), with the Securities and Exchange Commission under the 
Securities Act of 1933, as amended, relating to:  5,000,000 shares
of the Company's Common Stock issuable pursuant to non-statutory 
stock options which may be granted under the Company's 1995 
Non-Statutory Stock Option Plan ("NSOP Common Stock") and 
5,000,000 shares of the Company's Common Stock which may be issued
pursuant to the Company's 1995 Stock Bonus Plan ("Bonus Common 
Stock").

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

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


   (i)     The NSOP Common Stock has been duly and validly
authorized, and when issued in accordance with the
terms of the Company's 1995 Non-Statutory Stock Option
Plan and the applicable options granted thereunder,



<PAGE>    - 23 -

           will be legally issued, fully paid and non-assessable;
           and

   (ii)    The Bonus Common Stock has been duly and validly
authorized, and when issued in accordance with the
terms of the Company's 1995 Stock Bonus Plan and any
applicable bonus stock awards made thereunder will be
legally issued, fully paid and non-assessable.

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

                                       Very truly yours,

                                       Henry T. Meyer

                                       Henry T. Meyer, Esq.
                                       General Counsel
HTM/ri
M-2556




<PAGE>    - 24 -







                           EXHIBIT 24.1

             CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS



<PAGE>    - 25 -

             Consent of Certified Public Accountants


We consent to the use in this registration statement on Form S-8
of our report of the Consolidated Financial Statements of FONAR
Corporation and Subsidiaries included in the annual report of
FONAR Corporation on Form 10-K for the fiscal year ended June 30,
1994, which report is incorporated in this registration statement
by reference.

The Consolidated Financial Statements consist of the Consolidated
Balance Sheets as at June 30, 1994 and June 30, 1993 and the 
related Consolidated Statement of Operations, Stockholders' Equity 
and Cash Flows for the years ended June 30, 1994, 1993 and 1992 
with related notes.



                                  Tabb, Conigliaro & McGann, P.C.
                                  Tabb, Conigliaro & McGann, P.C.


New York, New York
August 18, 1995




<PAGE>    - 26 -







                           EXHIBIT 24.2

          (CONSENT OF COUNSEL IS INCLUDED IN EXHIBIT 5)




<PAGE>    - 27 -

Consent of Counsel

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




<PAGE>    - 28 -







                           EXHIBIT 28.1

               1995 NON-STATUTORY STOCK OPTION PLAN




<PAGE>    - 29 -

               1995 NON-STATUTORY STOCK OPTION PLAN


1.  Purposes of the Plan.

       The purposes of this Plan (the "Plan") are to assist FONAR
Corporation, a Delaware corporation (the "Corporation"), and its
subsidiaries in attracting and retaining the services of key 
employees, non-employee directors, advisors and consultants, and 
to thereby secure for the Corporation and its subsidiaries the 
benefits of the incentive inherent in ownership of the 
Corporation's equity securities by parties rendering valuable 
services to the Corporation.  The Plan provides a means by which 
such parties may be given an opportunity, as an incentive to 
service or continued service to the Corporation or a subsidiary, 
to purchase shares of the Common Stock of the Corporation upon the 
exercise of non-statutory stock options.

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

2.  Shares Subject to the Plan.

       Subject to the provisions of Section 9 of the plan, an 
aggregate of 5,000,000 shares of Common Stock, par value $.0001 
per share, of the Corporation ("Common Stock"), are available for 
issuance upon the exercise of options under the Plan.

       The shares to be issued upon the exercise of options under 
the Plan may be authorized but unissued shares of Common Stock or 
issued shares of Common Stock which are held in the treasury of 
the Corporation.  If an option shall expire or terminate for any 
reason without having been exercised in full, the unpurchased 
shares which were subject thereto shall, unless the plan shall 
have been terminated, be added to the shares otherwise available 
for options under the Plan.

3.  Term of the Plan.

       Subject to the provisions of Section 10 and 11, the Plan 
shall commence effective as of April 1, 1995 and options granted 
under the Plan must be granted no later than March 31, 2005.





<PAGE>    - 30 -

4.  Administration of the Plan.

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

       Subject to the express provisions of the Plan, the 
Committee or the Board or Directors, as the case may be, shall 
have the authority, in its discretion:  (i) to determine the
parties to receive options, the times when they shall receive 
options, the number of shares to be subject to each option, the 
exercise price for shares of Common Stock subject to each option, 
the term of each option, the date each option shall become 
exercisable in whole, in part or in installments, and, if in 
installments, the number of shares to be subject to each 
installment, the date each installment shall become exercisable 
and the term of each installment; to accelerate the date of 
exercise of any installment; to determine whether Common Stock may 
be issued upon exercise of an option as partly paid and, if so, 
the date when future installments of the exercise price shall
become due and the amounts of such installments, and to determine 
the other terms and provisions of each option granted under the 
Plan; (ii) to construe and interpret the terms of the respective 
option certificates and the Plan; (iii) to establish, amend and 
rescind rules and regulations for the administration of the Plan; 
and (iv) to make all other determinations deemed by it necessary 
or advisable for administering the Plan.  At the time of the 
issuance of any option pursuant to the Plan, the Committee or the 
Board of Directors, as the case may be, in lieu of specifying an
exercise price or prices, or if the option is to be exercised in
installments, in lieu of specifying the date an installment or
installments shall become exercisable, may establish such
formulas, criteria or contingencies pursuant to which the exercise
price or the exercise date may be determined.  The determinations
of the Committee or the Board of Directors, as the case may be, on
the matters referred to in this Section 4, shall be final and



<PAGE>    - 31 -
 
conclusive.

5.  Eligibility and Selection.

       The Committee or the Board of Directors, as the case may 
be, shall have sole and absolute discretion to issue options under 
the Plan to reward employees, nonemployee directors, advisors and   
consultants for services rendered or to be rendered to or for the 
benefit of the Corporation or any of its subsidiaries.  In 
determining the parties to whom options shall be granted under the 
Plan and the number of shares of Common Stock as to which options 
may be granted to such a party, the Committee or the Board of 
Directors, as the case may be, shall consider the duties of the 
recipients, their present and potential contributions to the 
success of the business of the Corporation, and such other factors 
as the Committee or the Board of Directors deems relevant in 
furthering the purposes of the granting of such options and the 
interests of the Corporation.  A party may receive more than one 
option under the Plan.

6.  Nonstatutory Stock Options.

       (a)  Each option granted under the Plan (the "Option"), and 
the terms and conditions thereof, shall be evidenced by a written 
stock option certificate (the "Certificate") which shall be duly 
executed by the Corporation and acknowledged and accepted by the 
recipient; provided that to the extent permitted by law and 
consistent with the terms and conditions of the Plan and option, 
the Committee or the Board of Directors may make such 
modifications in the terms and conditions of the Option as it 
shall deem necessary or advisable.

       (b)  Each Option under the Plan (i) shall specify the 
exercise price (or the basis on which it is to be determined) per 
share of Common Stock; (ii) shall be exercisable during a period 
no longer than ten (10) years from the date on which it is 
granted, as determined by the Committee or the Board of Directors 
at the time of grant; (iii) shall be exercisable at such time or 
times as may be determined by the Committee or the Board of
Directors at the time of grant (or the basis on which such time or 
times shall be determined); (iv) shall not be transferable by the 
holder of the Option (other than by will or the laws of descent 
and distribution), and shall be exercisable during the lifetime of 
the holder of the Option only by such holder, unless the terms of 
the Option shall otherwise provide and (v) shall contain such 
other terms and conditions or be in such other form as may be 



<PAGE>    - 32 -

determined by the Committee or the Board of Directors at the time
of grant, provided that such other terms and conditions shall be
permitted by law and shall not be inconsistent with the Plan.  To
the extent permitted by law, and without limitation to the
foregoing, the Committee or Board of Directors may make such
modifications in the provisions of any particular Option under the
Plan as it shall deem advisable.

       (c)  The Options issuable under this plan are not intended
to qualify as "incentive stock options" under Section 422A of the
Internal Revenue Code of 1954, as amended (the "Code").

7.  Exercise of Options.

       Each Option shall be exercised, in whole or in part, as to 
such number of shares of Common Stock and at such time or times in 
accordance with the terms of the Option.  Options shall be 
exercised only by the giving by the holder thereof of written 
notice to the Corporation at its principal office, or at such
other office as may be designated by the Corporation, specifying 
the number of shares purchased and accompanied by payment in full 
by certified or bank cashier's check, or by any other property, or 
in any other form specified in the Certificate, or as may be 
acceptable to the Committee or the Board of Directors, as the case 
may be.  Certificates representing the shares of stock purchased 
upon exercise shall be issued as promptly as practicable 
thereafter.  The holder of an Option shall not have any of the 
rights of a stockholder of the Corporation with respect to the
shares of Common Stock issuable upon exercise of the Option until 
one or more certificates evidencing such shares of Common Stock 
shall have been issued to the holder of the Option.  In no event
may a fraction of a share be purchased or issued under the Plan.



8.  Non-Transferability of Options.

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



<PAGE>    - 33 -


       Any assignment, sale, transfer, pledge, hypothecation or
other disposition of any Option attempted contrary to the
provisions of this Plan or the terms of the Option, or any levy or
execution, attachment or other process attempted upon an Option,
will be null and void and without effect.  Any attempt to make any
such assignment, sale, transfer, pledge, hypothecation or other
disposition of any Option or any attempt to make any such levy,
execution, attachment or other process will cause the Option to be 
terminated immediately upon the happening of any such event if the 
Corporation, at any time, should, in the sole discretion of the 
Committee or the Board of Directors, so elect, by written notice 
to the person then entitled to exercise the Option; provided that 
any such termination of the Option under the foregoing provisions 
of this Section 8 will not prejudice any rights or remedies which 
the Corporation or any subsidiary may have under the Plan, any 
Stock Option Certificate, or otherwise.

9.  Adjustments.

       Unless the terms of the Option shall otherwise provide, if 
(a) the Corporation shall declare a dividend payable in, or shall 
subdivide or combine its Common Stock, or (b) any other event, 
such as a recapitalization, merger, consolidation, reorganization, 
combination or exchange of shares of Common Stock, shall occur 
which in the judgment of the Committee or the Board of Directors 
necessitates action by way of adjusting the terms of the 
outstanding Options, the Committee or the Board of Directors, as 
the case may be, shall take any such action as in its judgment 
shall be necessary to preserve to the holders of Options rights 
substantially proportionate to the rights existing prior to such 
event.  Such action shall include, where deemed appropriate, an 
increase or decrease in the number of shares of Common Stock 
subject to Options outstanding under the Plan and the aggregate 
number of shares of Common Stock available under Section 2 of the 
Plan for issuance upon exercise of Options.  The determination of 
the Committee or the Board of Directors, as the case may be, with
respect to any matter referred to in this Section 9 shall be 
conclusive and binding upon each holder of an Option under the
Plan.

10.  Termination and Amendment of the Plan.

       Unless sooner terminated, as hereinafter provided, this
Plan shall terminate at 11:59 p.m. on March 31, 2005, and no
Options shall be granted hereunder after that date.  The Board of



<PAGE>    - 34 -

Directors may terminate or amend this Plan at any time without
notice, or make such modifications of this Plan as it shall deem
advisable; provided that the Committee and Board of Directors may
not permit the exercise of an Option after the date on which such
Option would otherwise terminate pursuant to the terms thereof.
No termination, amendment or modification of the Plan, without the
consent of the person to whom any Option has been granted, may
adversely affect the rights of such person under  any unexercised
portion of such Option.

11.  Substitutions and Assumptions of Options of Certain
Constituent Corporations.

       Anything in this Plan to the contrary notwithstanding, the 
Board of Directors may substitute new Options for prior Options of 
a constituent corporation (as hereinafter defined) or assume the 
prior options of such constituent corporation.  The term 
"constituent corporation" shall mean any corporation which has 
been merged into or consolidated with the corporation, or whose
assets or stock have been purchased or acquired by or liquidated 
into the Corporation or by or into one or more subsidiaries of the 
Corporation, or any parent or any subsidiary or any such 
corporation.

12.  Indemnification of the Committee.

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



<PAGE>    - 35 -


13.  Effectiveness of the Plan.

       The Plan shall become effective on April 1, 1995.


M-2543



<PAGE>    - 36 -







                           EXHIBIT 28.2

                      1995 STOCK BONUS PLAN



<PAGE>    - 37 -

                      1995 STOCK BONUS PLAN


1.  Purposes of the Plan.

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

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

2.  Shares Subject to the Plan.

       Subject to the provisions of Section 7 of the Plan, an 
aggregate of 5,000,000 shares of Common Stock, par value $.0001 
per share, of the Corporation ("Common Stock"), are available for 
the issuance under the Plan as compensation for services to the 
Corporation ("Bonus Stock").

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

3.  Term of the Plan.

       Subject to the provisions of Section 8 and 10, the Plan 
shall commence effective as of April 1, 1995, and Bonus Stock 
awarded under the Plan must be issued no later than March 31, 
2005.

4.  Administration of the Plan.

       The Plan shall be administered by a committee which shall 
consist of three or such greater or lesser number of members, as 
determined by the Board of Directors from time to time, who shall 
be appointed by the Board of Directors of the Corporation (the 
"Committee") or, in the absence of such a Committee, by the Board 



<PAGE>    - 38 -

of Directors of the Corporation.  Directors of the Corporation who
are either eligible to receive Bonus Stock, or to whom Bonus Stock
has been granted, may vote on any matters affecting the
administration of the plan or the granting of Bonus Stock under
the Plan.  Any action of the Committee may be taken by a written
instrument signed by a majority of the members of the Committee
then in office. Members of the Committee need not be members of
the Board of Directors.

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

5.  Eligibility and Selection.

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

6.  Bonus Stock Awards.

       (a)  The Committee or the Board of Directors, as the case
may be, shall determine for each party chosen to participate in



<PAGE>    - 39 -
 
the Plan ("Participant") the number of shares of Common Stock to 
be covered by each Bonus Stock Award and the installments, if any, 
in which the Bonus Stock will be granted.

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

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

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

7.  Dilution and Other Adjustments.

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




8.  Termination and Amendment of the Plan.

       Unless sooner terminated, as hereinafter provided, this 



<PAGE>    - 40 -

Plan shall terminate at 11:59 p.m. on March 31, 1995, and no Bonus
Stock shall be granted hereunder after that date.  The Board of
Directors may terminate or amend this Plan at any time without
notice, or make such modifications of this Plan as it shall deem
advisable.  No termination, amendment or modification of the Plan
may adversely affect the rights of any party to whom a Bonus Stock
Award has been made without such party's consent.

9.  Indemnification.

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

10.  Effectiveness of the Plan.

       The Plan shall become effective on April 1, 1995.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 67965}]
- 1 -

       As filed with the Securities and Exchange Commission
             on August __, 1995     Registration No.
__________________________________________________________________

                SECURITIES AND EXCHANGE COMMISSION

                             FORM S-8

     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

Delaware                                      11-2464137
__________________________________________________________________
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)                Identification No.)
__________________________________________________________________
110 Marcus Drive, Melville, New York          11747
__________________________________________________________________
(Address of Principal Executive Office)       (Zip Code)

               1995 Non-Statutory Stock Option Plan
                      1995 Stock Bonus Plan
__________________________________________________________________
                    (Full Title of the plans)

    David B. Terry, 110 Marcus Drive, Melville, New York 11747
__________________________________________________________________
             (Name and address of agent for service)

                          (516) 694-2929
__________________________________________________________________
  (Telephone number, including area code, of agent for service)

                 CALCULATION OF REGISTRATION FEE

Title of             Amt. to be  Proposed   Proposed   Amount of
securities           registered  maximum    maximum   registration
to be registered                 offering   aggregate fee
                                 price per  offering
                                 unit*      price
------------------------------------------------------------------
Common Stock
par value $.0001     5,000,000   $2.94   $14,700,000  $5,068.97
------------------------------------------------------------------
Common Stock         5,000,000   $2.94   $14,700,000  $5,068.97
par value $.0001
underlying non-
statutory stock
options
------------------------------------------------------------------
Total               10,000,000   $2.94   $29,400,000  $10,137.94
------------------------------------------------------------------

         * Pursuant to Rule 457, subsections (h) and (c)
                 Specified Date:  August 22, 1995
- 2 -

                             PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

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

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

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

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

Item 4. Description of Securities.

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

Item 5.  Interests of Named Experts and Counsel.

         The validity of the securities being registered will be
passed upon by Henry T. Meyer, Esq., General Counsel to the
registrant, 110 Marcus Drive, Melville, New York 11747.  Mr. Meyer
- 3 -

is an employee of the registrant and eligible to receive, in the
discretion of the appropriate Committee or the Board of Directors,
awards of shares and options under the 1995 Non-Statutory Stock
Option Plan and 1995 Stock Bonus Plan.

Item 6.  Indemnification of Directors and Officers.

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

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

         Article V of the By-Laws of the registrant generally 
provides for indemnification of its officers and directors to the
full extent permitted by Delaware Corporation Law.

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

Item 7.  Exemption From Registration Claimed.

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

Item 8.  Exhibits.

4.1      Article Fourth of the Certificate of Incorporation, as 
amended by the Certificate of Amendment filed June 9,
1995.

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

5        Opinion of Counsel re Legality.
- 4 -

24.1     Consent of Certified Public Accountants.

24.2     Consent of Counsel is included in Exhibit 5.

28.1     1995 Non-Statutory Stock Option Plan.

28.2     1995 Stock Bonus Plan.

Item 9.  Undertakings.

    The undersigned registrant hereby undertakes:

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

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

(ii) To reflect in the prospectus any facts or events 
arising after the effective date of the registration         
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent 
a fundamental change in the information set forth in the 
registration statement;

(iii) To include any material information with respect to 
the plan of distribution not previously disclosed in the 
registration statement or any material change to such 
information in the registration statement.

Provided, however, that 1 (i) and 1(ii) do not apply if the 
information required to be included in a post-effective 
amendment thereby is contained in periodic reports filed by 
the registrant pursuant to section 13 or section 15(d) of 
the Securities Exchange Act of 1934 that are incorporated 
by reference in the registration statement.

    (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
- 5 -

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

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

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

         Insofar as indemnification for liability arising under 
the Securities Act of 1933 may be permitted to directors, officers 
and controlling persons of the registrant pursuant to the 
foregoing provisions, or otherwise, the registrant has been 
advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as 
expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities 
(other than the payment by the registrant of expenses incurred or 
paid by a director, officer or controlling person of the 
registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter 
has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
- 6 -

                            SIGNATURES

         Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the Village of Melville, State of New York, on August 21, 1995.

                             FONAR Corporation

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

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

Signature                           Title               Date

Raymond V. Damadian      Chairman of the Board     August 21, 1995
Raymond V. Damadian      of Directors, President
                         and a Director (Principal
                         Executive Officer)

Claudette Chan           Director                  August 21, 1995
Claudette Chan

                                                   August 21, 1995
Robert J. Janoff         Director
Robert J. Janoff

Herbert Maisel           Director                  August 21, 1995
Herbert Maisel

M-2541
- 7 -
 
       As filed with the Securities and Exchange Commission
                       on August ___, 1995

                                        Registration No.

------------------------------------------------------------------

                SECURITIES AND EXCHANGE COMMISSION

                             EXHIBITS
                                TO
                             FORM S-8
                      Registration Statement
                              Under
                    The Securities Act of 1933

                        FONAR CORPORATION
------------------------------------------------------------------
      (Exact name of registrant as specified in its charter)
- 8 -

                        FONAR CORPORATION

                          EXHIBIT INDEX

EXHIBIT NO.             DESCRIPTION              PAGE

4.1               Article Fourth of the           9
                  Certificate of Incorporation,
                  as amended

5                 Opinion of Counsel              21
                  re Legality

24.1              Consent of Certified            24
                  Public Accountants

24.2              (Consent of Counsel is          26

                  included in Exhibit 5)

28.1              1995 Non-Statutory Stock        28
                  Option Plan

28.2              1995 Stock Bonus Plan           36
- 9 -

                           EXHIBIT 4.1

       ARTICLE FOURTH OF THE CERTIFICATE OF INCORPORATION,
                            AS AMENDED
- 10 -

                     CERTIFICATE OF AMENDMENT
                                OF
                   CERTIFICATE OF INCORPORATION
                                OF
                        FONAR CORPORATION

              FONAR Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the 
State of Delaware (the "Corporation") does hereby certify:

              First:  The name of the Corporation is FONAR 
Corporation.

              Second:  In accordance with the provisions of 
Section 242 of the General Corporation Law of the State of Dela
ware, Article "FOURTH" of the Certificate of Incorporation of the 
Corporation has been amended to read as follows:

              "FOURTH.

A.  Classes and Number of Shares.

              The total number of shares of stock which the Corpo
ration shall have authority to issue is 92,000,000 shares.  The 
classes and the aggregate number of shares of stock of each class 
which the Corporation shall have authority to issue are as fol
lows:

    1.  Sixty million (60,000,000) shares of Common Stock with a 
par value of $.0001 per share.
    
    2.  Four million (4,000,000) shares of Class B Common Stock, 
having a par value of $.0001 per share.
    
    3.  Ten million (10,000,000) shares of Class C Common Stock, 
having a par value of $.0001 per share.

    4.  Ten million (10,000,000) shares of Preferred Stock, having
a par value of $.001 per share.  The Preferred Stock shall have
such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or
other special rights and qualifications, limitations or restric
tions as shall be stated and expressed in the resolution or reso
lutions providing for the issuance of such stock adopted by the
- 11 -

board of directors of the Corporation.

    5.  Eight million (8,000,000) shares of Class A Non-voting
Preferred Stock, having a par value of $.0001 per share.

B.  Powers and Rights of the Common Stock, the Class B Common
    Stock, the Class C Common Stock and Class A Non-voting
    Preferred Stock.

    1.  Voting Rights and Powers.  With respect to all matters 
upon which stockholders are entitled to vote or to which stock
holders are entitled to give consent, the holders of the out
standing shares of the Common Stock, Class B Common Stock and 
Class C Common Stock shall vote together without regard to class, 
and (a) every holder of the outstanding shares of the Common Stock 
shall be entitled to cast thereon one (1) vote in person or by 
proxy for each share of the Common Stock standing in his name, (b) 
every holder of the outstanding shares of the Class B Common Stock
shall be entitled to cast thereon ten (10) votes in person or by
proxy for each share of the Class B Common Stock standing in his 
name, and (c) every holder of the outstanding shares of the Class 
C Common Stock shall be entitled to cast thereon twenty-five (25) 
votes in person or by proxy for each share of the Class C Common 
Stock standing in his name.  Except as hereinafter provided, the 
Class A Non-voting Preferred Stock, to the extent permitted by 
law, shall have no voting powers.  With respect to any proposed 
amendment to this Certificate of Incorporation which would in
crease or decrease the number of authorized shares of either the 
Common Stock, the Class B Common Stock, the Class C Common Stock 
or the Class A Non-voting Preferred Stock, increase or decrease 
the par value of the shares of the Common Stock, the Class B 
Common Stock, the Class C Common Stock or the Class A Non-voting 
Preferred Stock, or alter or change the powers, preferences, 
relative voting power or special rights of the shares of the 
Common Stock, the Class B Common Stock, the Class C Common Stock 
or the Class A Non-Voting Preferred Stock, so as to affect them 
adversely, the approval of a majority of the votes entitled to be 
cast by the holders of the class affected by the proposed amend
ment, voting separately as a class, shall be obtained in addition
to the approval of a majority of the votes entitled to be cast by
the holders of the Common Stock, the Class B Common Stock and the
Class C Common Stock voting together without regard to class as
hereinbefore provided.

    2.  Dividends and Distributions.
- 12 -

              a.  Cash Dividends on Common Stock, Class B Common
Stock and Class C Common Stock.  At any time shares of the Class B
Common Stock or Class C Common Stock are outstanding, as and when
cash dividends may be declared by the Board of Directors in its
discretion on the classes of Common Stock, the cash dividend pay
able on shares of the Common Stock shall in all cases be, on a per
share basis, one hundred twenty percent (120%) of the cash divi
dend payable on shares of the Class B Common Stock and three hun
dred sixty percent (360%) of the cash dividend payable on a share
of the Class C Common Stock.  The cash dividend payable on shares
of Class B Common Stock shall in all cases be, on a per share
basis, three hundred percent (300%) of the cash dividend payable 
on shares of Class C Common Stock.  In addition, a cash dividend 
shall be payable in shares of the Common Stock, but not on shares 
of the Class B Common Stock, Class C Common Stock or Class A 
Non-voting Preferred Stock, in an amount equal to 3% of the amount
of any cash awards (in the form of damages, royalties or other
wise) rendered in connection with the enforcement by the Corpora
tion of United States Patent No. 3,789,832.  For purposes of cal
culating the cash dividend to be paid on shares of the Common 
Stock, the Class B Common Stock and the Class C Common Stock, the 
amount of the cash dividend declared and payable on shares of the 
Common Stock determined in accordance with this provision, may be 
rounded up to the next highest half cent or fraction thereof.

              b.  Cash Dividends on Class A Non-voting Preferred 
Stock.  At any time shares of Class A Non-voting Preferred Stock 
are outstanding, as and when cash dividends may be declared by the
Board of Directors on the Common Stock, the cash dividend payable 
on shares of Class A Non-voting Preferred Stock shall be in all 
cases equal on per share basis to the dividend payable on shares 
of the Common Stock.  In addition, a cash dividend shall be pay
able on shares of the Class A Non-voting Preferred Stock, but not 
on shares of the Common Stock, the Class B Common Stock or the 
Class C Common Stock in an amount equal to three percent (3%) of 
the amount of any cash awards or settlements, to the extent col
lected by the Corporation (in the form of damages, royalties or
otherwise), in connection with the enforcement by the Corporation
of United States Patent Nos. 3,789,832 (Apparatus and Method for
Detecting Cancer in Tissue), 4,675,609 (Apparatus Including Per
manent Magnet Configuration), 4,871,966 (Apparatus and Method for
Multiple Angle Oblique MRI), 4,887,038 (Solenoidal Surface Coils
for Magnetic Resonance Imaging) and 5,061,897 (Eddy Current
Control in Magnetic Resonance Imaging) in the action entitled
FONAR Corporation and Dr. Raymond V. Damadian v. Hitachi Ltd.,
Hitachi Medical Corporation of Japan, Hitachi Medical Systems
- 13 -

America, Inc., Summit World Trade Corporation, Hitachi Medical
Corporation of America, General Electric Company, Brookhaven
Magnetic Resonance Imaging, Inc., and Drucker & Genuth, MDS, P.C.
D/B/A South Shore Imaging Associates (Civil Action No. 92-4196)
pending  in the United States District Court, Eastern District of
New York, less the amount of any cash dividend payable on the
Common Stock pursuant to paragraph B.2.a hereof with respect to
the enforcement of Untied States Patent No. 3,789,832 (Apparatus
and Method for Detecting Cancer in Tissue).  Such dividend would 
be calculated and paid annually, or more frequently as the Board 
of Directors in its discretion may determine, on all amounts 
received by the Company in such period to which the dividend 
applies, commencing with the first fiscal year (or other period 
selected by the Board of Directors) ending after any judgment in 
the aforementioned lawsuit becomes final and unappealable or a 
binding settlement agreement becomes effective.  In addition, the 
Board of Directors shall have the authority at any time or from 
time to time to increase or add to the cash dividends payable on 
the Class A Non-voting Preferred Stock by increasing the
percentage of the cash award provided herein or by adding a 
percentage, in such amount as the Board of Directors may 
determine, of awards or settlements which may be obtained from 
legal actions which may be commenced with respect to the patents 
hereinabove specified or with respect to other patents, 
copyrights, intellectual property, unfair competition, unfair 
trade practices or the like, as the Board of Directors, in its
sole discretion, may determine.  The Board of Directors also shall 
have the authority, in its discretion, and to the extent permitted 
by law, at any time and from time to time, to declare cash 
dividends on the Class A Non-voting Preferred Stock (and solely on 
the Class A Non-voting Preferred Stock if the Board of Directors 
shall so elect) in such amounts as the Board may determine and to 
fix from time to time such other dividend rights with respect to 
the Class A Non-voting Preferred Stock as the Board in its sole 
discretion may determine; such authority shall include, but not be 
limited to, the right to make provisions for the payment of a 
regular cash dividend in a stated amount or in an amount to be 
determined in accordance with such formula or criteria as the 
Board may establish, to determine the times and intervals at which
any such dividends shall be payable and the periods and length of 
time for which they shall be payable and to determine whether any 
such dividend shall be cumulative or noncumulative, and the Board 
of Directors shall have the authority, in its discretion and to 
the extent permitted by law, in connection with the establishing, 
declaration or payment of any such dividend to fix such 
preferences, qualifications, limitations and restrictions with
- 14 -

respect thereto as the Board shall deem appropriate and desirable.

              c.  Other Dividends and Distributions.  Except as
otherwise provided with respect to the Class A Non-voting Pre
ferred Stock in this Certificate of Incorporation or a resolution
of the Board of Directors adopted pursuant to authority granted in
this Certificate of Incorporation or the Delaware General Corpora
tion Law, each share of the Common Stock, the Class B Common Stock
and the Class A Non-voting Preferred Stock shall be equal in re
spect of rights to dividends (other than cash dividends) and dis
tributions, when and as declared, in the form of stock or other
property of the Corporation, and each share of the Class C Common 
Stock shall be entitled to one-third (1/3) of the dividends and 
distributions declared on the Class B Common Stock, except that in 
the case of dividends or other distributions payable in shares of
Common Stock, Class B Common Stock, Class C Common Stock or Class 
A Non-voting Preferred Stock, including distributions pursuant to 
stock split-ups or divisions, the Board of Directors by resolution 
may provide that shares of the Common Stock shall be distributed
only with respect to the Common Stock, shares of the Class B 
Common Stock shall be distributed only with respect to the Class B 
Common Stock, shares of Class C Common Stock shall be distributed 
only with respect to the Class C Common Stock and shares of the 
Class A Non-Voting Preferred Stock shall be distributed only with 
respect to the Class A Non-Voting Preferred Stock; and further, 
the Board of Directors in its discretion may declare dividends or 
other distributions solely on the Common Stock payable in shares 
of the Class A Non-Voting Preferred Stock.

    3.  Other Rights.  To the extent not otherwise provided in 
this Certificate of Incorporation or required by the Delaware 
General Corporation Law, the Class A Non-voting Preferred Stock 
shall have such powers, preferences, rights, qualifications, 
limitations and restrictions as may be fixed from time to time by 
the Board of Directors in its discretion, provided, however, that
once the Board of Directors shall have fixed any of the foregoing 
it may not thereafter amend any such power, preference, right, 
qualification, limitation or restriction in any manner which would 
adversely affect the Class A Non-voting Preferred Stock without
the consent of the holders of a majority of the holders of the
Class A Non-voting Preferred Stock.  Except as otherwise required
by the Delaware General Corporation Law or as otherwise provided
in this Certificate of Incorporation or resolutions of the Board
of Directors adopted pursuant to authority granted in this Cer
tificate of Incorporation or the Delaware General Corporation Law,
each share of the Common Stock, the Class B Common Stock and the
- 15 -

Class A Non-voting Preferred Stock shall have identical powers, 
preferences and rights, including rights in liquidation, and each 
share of the Class C Common Stock shall have one third (1/3) of 
the powers, preferences and rights, including rights in liquida
tion, of a share of the Class B Common Stock.  Notwithstanding the 
foregoing, until such time as the Board of Directors acting pur
suant to the authority granted in this Certificate of Incorpora
tion may grant the Class A Non-voting Preferred Stock any con
version rights, the only conversion right attributable to the 
Common Stock, Class B Common Stock, Class C Common Stock or Class 
A Non-voting Preferred Stock shall be those provided in paragraph 
B.6 and B.7.

    4.  Issuance of the Class B Common Stock.  The Board of Direc
tors may only issue shares of the Class B Common Stock in the form 
of a distribution or distributions pursuant to a stock dividend on 
or split-up of the shares of the Class B Common Stock and only to 
the then holders of the outstanding shares of the Class B Common 
Stock in conjunction with and in the same ratio as a stock divi
dend on or split-up of the shares of the Common Stock.

    5.  Issuance of the Class C Common Stock.

              a.  Initial Issuance.  The Board of Directors may
authorize by resolution the manner in which shares of the Class C 
Common Stock shall initially be issued and may set such terms and 
conditions as it deems appropriate or advisable with respect 
thereto, without any vote or other action by the stockholders, 
except as otherwise required by law.  Such initial issuance shall 
only be to the then holders of the Class B Common Stock.

              b.  Subsequent Issuance.  Following the initial 
issuance of the Class C Common Stock, the Board of Directors may 
only issue shares of the Class C Common Stock in the form of a 
distribution or distributions pursuant to a stock dividend on or 
split-up of the shares of the Class C Common Stock in conjunction 
with and in the same ratio as a stock dividend on or split-up of 
the shares of the Common Stock.

    6.  Conversion of the Class B Common Stock.  Each share of the 
Class B Common Stock may at any time be converted at the election 
of the holder thereof into one fully paid and nonassessable share 
of the Common Stock.  Any holder of shares of the Class B Common 
Stock may elect to convert any or all of such shares at one time
or at various times in such holder's discretion.  Such rights 
shall be exercised by the surrender of the certificate represent
- 16 -

ing each share of the Class B Common Stock to be converted to the
agent for the registration of transfer of shares of the Class B
Common Stock at its office, or to the Corporation at its principal
executive offices, accompanied by a written notice of the election
by the holder thereof to convert and (if so required by the trans
fer agent or by the Corporation) by instruments of transfer, in
form satisfactory to the transfer agent and to the Corporation,
duly executed by such holder or his duly authorized attorney.  The
issuance of a certificate or certificates for shares of the Common
Stock upon conversion of shares of the Class B Common Stock shall
be made without charge for any stamp or other similar tax in re
spect of such issuance.  However, if any such certificate or cer
tificates is or are to be issued in a name other than that of the
holder of the share or shares of the Class B Common Stock convert
ed, the person or persons requesting the issuance thereof shall 
pay to the transfer agent or to the Corporation the amount of any 
tax which may be payable in respect of any such transfer, or shall 
establish to the satisfaction of the transfer agent or of the 
Corporation that such tax has been paid.  As promptly as prac
ticable after the surrender for conversion of a certificate or 
certificates representing shares of the Class B Common Stock and 
the payment of any tax as hereinbefore provided, the Corporation 
will deliver or cause to be delivered at the office of the trans
fer agent to, or upon the written order of, the holder of such 
certificate or certificates, a certificate or certificates repre
senting the number of shares of the Common Stock issuable upon 
such conversion, issued in such name or names as such holder may 
direct.  Such conversion shall be deemed to have been made imme
diately prior to the close of business on the date of the surren
der of the certificate or certificates representing shares of the 
Class B Common Stock (if on such date the transfer books of the 
Corporation shall be closed, then immediately prior to the close 
of business on the first date thereafter that said books shall be
open), and all rights of such holder arising from ownership of 
shares of the Class B Common Stock shall cease at such time, and 
the person or persons in whose name or names the certificate or 
certificates representing shares of the Common Stock are to be 
issued shall be treated for all purposes as having become the 
record holder or holders of such shares of the Common Stock at
such time and shall have and may exercise all the rights and
powers appertaining thereto.  No adjustments in respect of past
cash dividends shall be made upon the conversion of any shares of
the Class B Common Stock; provided, however, that if any shares of
the Class B Common Stock shall be converted subsequent to the
record date for the payment of a cash or stock dividend or other
distribution on shares of the Class B Common Stock but prior to
- 17 -
 
such payment, the registered holder of such shares at the close of 
business on such record date shall be entitled to receive the cash
or stock dividend or other distribution payable to holders of the 
Common Stock.  The Corporation shall at all times reserve and keep 
available, solely for the purpose of issue upon conversion of out
standing shares of the Class B Common Stock, such number of shares 
of the Common Stock as may be issuable upon the conversion of all 
such outstanding shares of the Class B Common Stock, provided, the 
Corporation may deliver shares of the Common Stock which have 
previously been exchanged for shares of the Class B Common Stock, 
or which are held in the treasury of the Corporation for shares of 
the Class B Common Stock to be converted.  If any shares of the 
Common Stock require registration with or approval of any gov
ernmental authority under any federal or state law before such 
shares of the Common Stock may be issued upon conversion the 
Corporation will cause such shares to be duly registered or 
approved, as the case may be.  The Corporation will endeavor to 
list shares of the Common Stock required to be delivered upon 
conversion prior to such delivery upon any national securities
exchange or national market system on which the outstanding shares 
of the Common Stock may be listed at the time of such delivery.  
All shares of the Common Stock which may be issued upon conversion
of shares of the Class B Common Stock will, upon issue, be fully 
paid and nonassessable.

    7.  Conversion of the Class C Common Stock.  Every three 
shares of the Class C Common Stock may at any time be converted at 
the election of the holder thereof into one fully paid and non
assessable share of the Common Stock.  Any holder of shares of the 
Class C Common Stock may elect to convert any or all of such 
shares at one time or at various times in such holder's discre
tion.  Such rights shall be exercised by the surrender of the 
certificate representing the shares of the Class C Common Stock to 
be converted to the agent for the registration of transfer of 
shares of the Class C Common Stock at its office, or to the Corpo
ration at its principal executive offices, accompanied by a writ
ten notice of the election by the holder thereof to convert and 
(if so required by the transfer agent or by the Corporation) by 
instruments of transfer, in form satisfactory to the transfer
agent and to the Corporation, duly executed by such holder or his 
duly authorized attorney.  The issuance of a certificate or cer
tificates for shares of the Common Stock upon conversion of shares
of the Class C Common Stock shall be made without charge for any 
stamp or other similar tax in respect of such issuance.  However, 
if any such certificate or certificates is or are to be issued in 
a name other than that of the holder of shares of the Class C
- 18 -

Common Stock converted, the person or persons requesting the
issuance thereof shall pay to the transfer agent or to the Corpo
ration the amount of any tax which may be payable in respect of
any such transfer, or shall establish to the satisfaction of the
transfer agent or of the Corporation that such tax has been paid.
As promptly as practicable after the surrender for conversion of a
certificate or certificates representing shares of the Class C
Common Stock and the payment of any tax as hereinbefore provided,
the Corporation will deliver or cause to be delivered at the
office of the transfer agent to, or upon the written order of, the
holder of such certificate or certificates, a certificate or cer
tificates representing the number of shares of the Common Stock 
issuable upon such conversion, issued in such name or names as 
such holder may direct.  Such conversion shall be deemed to have 
been made immediately prior to the close of business on the date 
of the surrender of the certificate or certificates representing 
shares of the Class C Common Stock (if on such date the transfer 
books of the Corporation shall be closed, then immediately prior 
to the close of business on the first date thereafter that said
books shall be open), and all rights of such holder arising from
ownership of shares of the Class C Common Stock shall cease at 
such time, and the person or persons in whose name or names the 
certificate or certificates representing shares of the Common 
Stock are to be issued shall be treated for all purposes as having 
become the record holder or holders of such shares of the Common 
Stock at such time and shall have and may exercise all the rights 
and powers appertaining thereto.  No adjustments in respect of 
past cash dividends shall be made upon the conversion of any 
shares of the Class C Common Stock; provided, however, that if any 
shares of the Class C Common Stock shall be converted subsequent 
to the record date for the payment of a cash or stock dividend or
other distribution on shares of the Class C Common Stock but prior 
to such payment, the registered holder of such shares at the close 
of business on such record date shall be entitled to receive the 
cash or stock dividend or other distribution payable to holders of 
the Common Stock.  The Corporation shall at all times reserve and 
keep available, solely for the purpose of issue upon conversion of 
outstanding shares of the Class C Common Stock, such number of 
shares of the Common Stock as may be issuable upon the conversion
of all such outstanding shares of the Class C Common Stock, pro
vided, the Corporation may deliver shares of the Common Stock
which have previously been exchanged for shares of the Class C
Common Stock, or which are held in the treasury of the Corporation
for shares of the Class C Common Stock to be converted.  If any
shares of the Common Stock require registration with or approval
of any governmental authority under any federal or state law
- 19 -

before such shares of the Common Stock may be issued upon con
version the Corporation will cause such shares to be duly reg
istered or approved, as the case may be.  The Corporation will
endeavor to list shares of the Common Stock required to be de
livered upon conversion prior to such delivery upon any national
securities exchange or national market system on which the out
standing shares of the Common Stock may be listed at the time of
such delivery.  All shares of the Common Stock which may be issued
upon conversion of shares of the Class C Common Stock will, upon
issue, be fully paid and nonassessable.

C.  Preferred Stock.  Except as provided in these Articles with 
respect to the Class A Non-voting Preferred Stock, the powers, 
preferences, rights, qualifications, limitations and restrictions 
pertaining to the Preferred Stock, or any series thereof, shall be 
such as may be fixed by the Board of Directors in its sole discre
tion, authority so to do being hereby expressly vested in such 
Board.

D.  Issuance of the Common Stock, the Preferred Stock and the
Class A Non-voting Preferred Stock.  The Board of Directors of the 
Corporation may from time to time authorize by resolution the 
issuance of any or all shares of the Common Stock, the Preferred 
Stock and the Class A Non-voting Preferred Stock herein authorized 
in accordance with the terms and conditions set forth in this Cer
tificate of Incorporation for such purposes, in such amounts, to 
such persons, corporations, or entities, for such consideration, 
and in the case of the Preferred Stock, in one or more series, all 
as the Board of Directors in its discretion may determine and 
without any vote or other action by the stockholders, except as 
otherwise required by law.

              IN WITNESS WHEREOF, FONAR Corporation has caused 
this Certificate to be signed by its President and attested by its
- 20 -

Secretary, this 15th day of May, 1995.

                                  FONAR Corporation

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

ATTEST:

David B. Terry - Sec./Treas.
David B. Terry, Secretary
- 21 -

                            EXHIBIT 5

                 OPINION OF COUNSEL RE:  LEGALITY
- 22 -

                                       August 21, 1995

Fonar Corporation
110 Marcus Drive
Melville, NY  11747

Dear Sirs:

         I refer to the Registration Statement on Form S-8 to 
which this opinion is an Exhibit (the "Registration Statement"), 
being filed by Fonar Corporation, a Delaware corporation (the 
"Company"), with the Securities and Exchange Commission under the 
Securities Act of 1933, as amended, relating to:  5,000,000 shares
of the Company's Common Stock issuable pursuant to non-statutory 
stock options which may be granted under the Company's 1995 
Non-Statutory Stock Option Plan ("NSOP Common Stock") and 
5,000,000 shares of the Company's Common Stock which may be issued
pursuant to the Company's 1995 Stock Bonus Plan ("Bonus Common 
Stock").

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

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

   (i)     The NSOP Common Stock has been duly and validly
authorized, and when issued in accordance with the
terms of the Company's 1995 Non-Statutory Stock Option
Plan and the applicable options granted thereunder,
- 23 -

           will be legally issued, fully paid and non-assessable;
           and

   (ii)    The Bonus Common Stock has been duly and validly
authorized, and when issued in accordance with the
terms of the Company's 1995 Stock Bonus Plan and any
applicable bonus stock awards made thereunder will be
legally issued, fully paid and non-assessable.

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

                                       Very truly yours,

                                       Henry T. Meyer

                                       Henry T. Meyer, Esq.
                                       General Counsel
HTM/ri
M-2556
- 24 -

                           EXHIBIT 24.1

             CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
- 25 -

             Consent of Certified Public Accountants

We consent to the use in this registration statement on Form S-8
of our report of the Consolidated Financial Statements of FONAR
Corporation and Subsidiaries included in the annual report of
FONAR Corporation on Form 10-K for the fiscal year ended June 30,
1994, which report is incorporated in this registration statement
by reference.

The Consolidated Financial Statements consist of the Consolidated
Balance Sheets as at June 30, 1994 and June 30, 1993 and the 
related Consolidated Statement of Operations, Stockholders' Equity 
and Cash Flows for the years ended June 30, 1994, 1993 and 1992 
with related notes.

                                  Tabb, Conigliaro & McGann, P.C.
                                  Tabb, Conigliaro & McGann, P.C.

New York, New York
August 18, 1995
- 26 -

                           EXHIBIT 24.2

          (CONSENT OF COUNSEL IS INCLUDED IN EXHIBIT 5)
- 27 -

Consent of Counsel

              The consent of Henry T. Meyer, Esq. is included in
his opinion filed as Exhibit 5 to this Registration Statement.
- 28 -

                           EXHIBIT 28.1

               1995 NON-STATUTORY STOCK OPTION PLAN
- 29 -

               1995 NON-STATUTORY STOCK OPTION PLAN

1.  Purposes of the Plan.

       The purposes of this Plan (the "Plan") are to assist FONAR
Corporation, a Delaware corporation (the "Corporation"), and its
subsidiaries in attracting and retaining the services of key 
employees, non-employee directors, advisors and consultants, and 
to thereby secure for the Corporation and its subsidiaries the 
benefits of the incentive inherent in ownership of the 
Corporation's equity securities by parties rendering valuable 
services to the Corporation.  The Plan provides a means by which 
such parties may be given an opportunity, as an incentive to 
service or continued service to the Corporation or a subsidiary, 
to purchase shares of the Common Stock of the Corporation upon the 
exercise of non-statutory stock options.

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

2.  Shares Subject to the Plan.

       Subject to the provisions of Section 9 of the plan, an 
aggregate of 5,000,000 shares of Common Stock, par value $.0001 
per share, of the Corporation ("Common Stock"), are available for 
issuance upon the exercise of options under the Plan.

       The shares to be issued upon the exercise of options under 
the Plan may be authorized but unissued shares of Common Stock or 
issued shares of Common Stock which are held in the treasury of 
the Corporation.  If an option shall expire or terminate for any 
reason without having been exercised in full, the unpurchased 
shares which were subject thereto shall, unless the plan shall 
have been terminated, be added to the shares otherwise available 
for options under the Plan.

3.  Term of the Plan.

       Subject to the provisions of Section 10 and 11, the Plan 
shall commence effective as of April 1, 1995 and options granted 
under the Plan must be granted no later than March 31, 2005.
- 30 -

4.  Administration of the Plan.

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

       Subject to the express provisions of the Plan, the 
Committee or the Board or Directors, as the case may be, shall 
have the authority, in its discretion:  (i) to determine the
parties to receive options, the times when they shall receive 
options, the number of shares to be subject to each option, the 
exercise price for shares of Common Stock subject to each option, 
the term of each option, the date each option shall become 
exercisable in whole, in part or in installments, and, if in 
installments, the number of shares to be subject to each 
installment, the date each installment shall become exercisable 
and the term of each installment; to accelerate the date of 
exercise of any installment; to determine whether Common Stock may 
be issued upon exercise of an option as partly paid and, if so, 
the date when future installments of the exercise price shall
become due and the amounts of such installments, and to determine 
the other terms and provisions of each option granted under the 
Plan; (ii) to construe and interpret the terms of the respective 
option certificates and the Plan; (iii) to establish, amend and 
rescind rules and regulations for the administration of the Plan; 
and (iv) to make all other determinations deemed by it necessary 
or advisable for administering the Plan.  At the time of the 
issuance of any option pursuant to the Plan, the Committee or the 
Board of Directors, as the case may be, in lieu of specifying an
exercise price or prices, or if the option is to be exercised in
installments, in lieu of specifying the date an installment or
installments shall become exercisable, may establish such
formulas, criteria or contingencies pursuant to which the exercise
price or the exercise date may be determined.  The determinations
of the Committee or the Board of Directors, as the case may be, on
the matters referred to in this Section 4, shall be final and
- 31 -
 
conclusive.

5.  Eligibility and Selection.

       The Committee or the Board of Directors, as the case may 
be, shall have sole and absolute discretion to issue options under 
the Plan to reward employees, nonemployee directors, advisors and   
consultants for services rendered or to be rendered to or for the 
benefit of the Corporation or any of its subsidiaries.  In 
determining the parties to whom options shall be granted under the 
Plan and the number of shares of Common Stock as to which options 
may be granted to such a party, the Committee or the Board of 
Directors, as the case may be, shall consider the duties of the 
recipients, their present and potential contributions to the 
success of the business of the Corporation, and such other factors 
as the Committee or the Board of Directors deems relevant in 
furthering the purposes of the granting of such options and the 
interests of the Corporation.  A party may receive more than one 
option under the Plan.

6.  Nonstatutory Stock Options.

       (a)  Each option granted under the Plan (the "Option"), and 
the terms and conditions thereof, shall be evidenced by a written 
stock option certificate (the "Certificate") which shall be duly 
executed by the Corporation and acknowledged and accepted by the 
recipient; provided that to the extent permitted by law and 
consistent with the terms and conditions of the Plan and option, 
the Committee or the Board of Directors may make such 
modifications in the terms and conditions of the Option as it 
shall deem necessary or advisable.

       (b)  Each Option under the Plan (i) shall specify the 
exercise price (or the basis on which it is to be determined) per 
share of Common Stock; (ii) shall be exercisable during a period 
no longer than ten (10) years from the date on which it is 
granted, as determined by the Committee or the Board of Directors 
at the time of grant; (iii) shall be exercisable at such time or 
times as may be determined by the Committee or the Board of
Directors at the time of grant (or the basis on which such time or 
times shall be determined); (iv) shall not be transferable by the 
holder of the Option (other than by will or the laws of descent 
and distribution), and shall be exercisable during the lifetime of 
the holder of the Option only by such holder, unless the terms of 
the Option shall otherwise provide and (v) shall contain such 
other terms and conditions or be in such other form as may be
- 32 -

determined by the Committee or the Board of Directors at the time
of grant, provided that such other terms and conditions shall be
permitted by law and shall not be inconsistent with the Plan.  To
the extent permitted by law, and without limitation to the
foregoing, the Committee or Board of Directors may make such
modifications in the provisions of any particular Option under the
Plan as it shall deem advisable.

       (c)  The Options issuable under this plan are not intended
to qualify as "incentive stock options" under Section 422A of the
Internal Revenue Code of 1954, as amended (the "Code").

7.  Exercise of Options.

       Each Option shall be exercised, in whole or in part, as to 
such number of shares of Common Stock and at such time or times in 
accordance with the terms of the Option.  Options shall be 
exercised only by the giving by the holder thereof of written 
notice to the Corporation at its principal office, or at such
other office as may be designated by the Corporation, specifying 
the number of shares purchased and accompanied by payment in full 
by certified or bank cashier's check, or by any other property, or 
in any other form specified in the Certificate, or as may be 
acceptable to the Committee or the Board of Directors, as the case 
may be.  Certificates representing the shares of stock purchased 
upon exercise shall be issued as promptly as practicable 
thereafter.  The holder of an Option shall not have any of the 
rights of a stockholder of the Corporation with respect to the
shares of Common Stock issuable upon exercise of the Option until 
one or more certificates evidencing such shares of Common Stock 
shall have been issued to the holder of the Option.  In no event
may a fraction of a share be purchased or issued under the Plan.

8.  Non-Transferability of Options.

       Options shall not be transferable other than by the last 
will and testament of the holder of the Option or the applicable
laws of descent and distribution, and during the lifetime of the
holder, Options may be exercised only by the holder thereof.
Options may not be assigned, sold, transferred, pledged,
hypothecated or disposed of in any way (whether by operation of
law or otherwise) except to the extent expressly provided for in
the Plan, and shall not be subject to execution, attachment or
similar process.
- 33 -

       Any assignment, sale, transfer, pledge, hypothecation or
other disposition of any Option attempted contrary to the
provisions of this Plan or the terms of the Option, or any levy or
execution, attachment or other process attempted upon an Option,
will be null and void and without effect.  Any attempt to make any
such assignment, sale, transfer, pledge, hypothecation or other
disposition of any Option or any attempt to make any such levy,
execution, attachment or other process will cause the Option to be 
terminated immediately upon the happening of any such event if the 
Corporation, at any time, should, in the sole discretion of the 
Committee or the Board of Directors, so elect, by written notice 
to the person then entitled to exercise the Option; provided that 
any such termination of the Option under the foregoing provisions 
of this Section 8 will not prejudice any rights or remedies which 
the Corporation or any subsidiary may have under the Plan, any 
Stock Option Certificate, or otherwise.

9.  Adjustments.

       Unless the terms of the Option shall otherwise provide, if 
(a) the Corporation shall declare a dividend payable in, or shall 
subdivide or combine its Common Stock, or (b) any other event, 
such as a recapitalization, merger, consolidation, reorganization, 
combination or exchange of shares of Common Stock, shall occur 
which in the judgment of the Committee or the Board of Directors 
necessitates action by way of adjusting the terms of the 
outstanding Options, the Committee or the Board of Directors, as 
the case may be, shall take any such action as in its judgment 
shall be necessary to preserve to the holders of Options rights 
substantially proportionate to the rights existing prior to such 
event.  Such action shall include, where deemed appropriate, an 
increase or decrease in the number of shares of Common Stock 
subject to Options outstanding under the Plan and the aggregate 
number of shares of Common Stock available under Section 2 of the 
Plan for issuance upon exercise of Options.  The determination of 
the Committee or the Board of Directors, as the case may be, with
respect to any matter referred to in this Section 9 shall be 
conclusive and binding upon each holder of an Option under the
Plan.

10.  Termination and Amendment of the Plan.

       Unless sooner terminated, as hereinafter provided, this
Plan shall terminate at 11:59 p.m. on March 31, 2005, and no
Options shall be granted hereunder after that date.  The Board of
- 34 -

Directors may terminate or amend this Plan at any time without
notice, or make such modifications of this Plan as it shall deem
advisable; provided that the Committee and Board of Directors may
not permit the exercise of an Option after the date on which such
Option would otherwise terminate pursuant to the terms thereof.
No termination, amendment or modification of the Plan, without the
consent of the person to whom any Option has been granted, may
adversely affect the rights of such person under  any unexercised
portion of such Option.

11.  Substitutions and Assumptions of Options of Certain
Constituent Corporations.

       Anything in this Plan to the contrary notwithstanding, the 
Board of Directors may substitute new Options for prior Options of 
a constituent corporation (as hereinafter defined) or assume the 
prior options of such constituent corporation.  The term 
"constituent corporation" shall mean any corporation which has 
been merged into or consolidated with the corporation, or whose
assets or stock have been purchased or acquired by or liquidated 
into the Corporation or by or into one or more subsidiaries of the 
Corporation, or any parent or any subsidiary or any such 
corporation.

12.  Indemnification of the Committee.

       In addition to such other rights of indemnification as they 
may have as directors or as members of the Committee, the members 
of the Committee shall be indemnified by the Corporation against 
the reasonable expenses, including attorney's fees actually and 
necessarily incurred in connection with the defense of any action, 
suit or proceeding, or in connection with any appeal therein, to 
which they or any of them may be a party by reason of any action 
taken or failure to act under or in connection with the Plan or 
any Option granted thereunder, and against all amounts paid by 
them in settlement thereof (provided that such settlement is 
approved by the Corporation) or paid by them in satisfaction of a 
judgment in any such action, suit or proceeding, except in 
relation to matters as to which it shall be adjudicated in such
action, suit or proceeding that such Committee member or director,
as the case may be, is liable for negligence or misconduct in the
performance of his duties; provided that within 10 days after
institution of any such action, suit or proceeding a Committee
member or director, as the case may be, shall offer the
Corporation in writing the opportunity, at its own expense, to
handle and defend the same.
- 35 -

13.  Effectiveness of the Plan.

       The Plan shall become effective on April 1, 1995.

M-2543
- 36 -

                           EXHIBIT 28.2

                      1995 STOCK BONUS PLAN
- 37 -

                      1995 STOCK BONUS PLAN

1.  Purposes of the Plan.

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

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

2.  Shares Subject to the Plan.

       Subject to the provisions of Section 7 of the Plan, an 
aggregate of 5,000,000 shares of Common Stock, par value $.0001 
per share, of the Corporation ("Common Stock"), are available for 
the issuance under the Plan as compensation for services to the 
Corporation ("Bonus Stock").

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

3.  Term of the Plan.

       Subject to the provisions of Section 8 and 10, the Plan 
shall commence effective as of April 1, 1995, and Bonus Stock 
awarded under the Plan must be issued no later than March 31, 
2005.

4.  Administration of the Plan.

       The Plan shall be administered by a committee which shall 
consist of three or such greater or lesser number of members, as 
determined by the Board of Directors from time to time, who shall 
be appointed by the Board of Directors of the Corporation (the 
"Committee") or, in the absence of such a Committee, by the Board
- 38 -

of Directors of the Corporation.  Directors of the Corporation who
are either eligible to receive Bonus Stock, or to whom Bonus Stock
has been granted, may vote on any matters affecting the
administration of the plan or the granting of Bonus Stock under
the Plan.  Any action of the Committee may be taken by a written
instrument signed by a majority of the members of the Committee
then in office. Members of the Committee need not be members of
the Board of Directors.

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

5.  Eligibility and Selection.

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

6.  Bonus Stock Awards.

       (a)  The Committee or the Board of Directors, as the case
may be, shall determine for each party chosen to participate in
- 39 -
 
the Plan ("Participant") the number of shares of Common Stock to 
be covered by each Bonus Stock Award and the installments, if any, 
in which the Bonus Stock will be granted.

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

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

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

7.  Dilution and Other Adjustments.

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

8.  Termination and Amendment of the Plan.

       Unless sooner terminated, as hereinafter provided, this
- 40 -

Plan shall terminate at 11:59 p.m. on March 31, 1995, and no Bonus
Stock shall be granted hereunder after that date.  The Board of
Directors may terminate or amend this Plan at any time without
notice, or make such modifications of this Plan as it shall deem
advisable.  No termination, amendment or modification of the Plan
may adversely affect the rights of any party to whom a Bonus Stock
Award has been made without such party's consent.

9.  Indemnification.

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

10.  Effectiveness of the Plan.

       The Plan shall become effective on April 1, 1995.