As filed with the Securities and Exchange Commission on May 19, 1997   
 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)

               1997 Non-Statutory Stock Option Plan 1997 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   $2.56      $12,800,000  $4,413.79 
------------------------------------------------------------------
Common Stock         5,000,000   $2.56      $12,800,000  $4,413.79
par value $.0001
underlying non-
statutory stock
options
------------------------------------------------------------------
Total               10,000,000   $2.56      $25,600,000  $8,827.58 
------------------------------------------------------------------

         * Pursuant to Rule 457, subsections (h) and (c) Specified Date:  
                                            May 16, 1997

                              PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of documents by reference.

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

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

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

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

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

Item 4. Description of Securities.

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

Item 5.  Interests of Named Experts and Counsel.

         The validity of the securities being registered will be passed upon
by Henry T. Meyer, Esq., General Counsel to the registrant, 110 Marcus
Drive, Melville, New York 11747.  Mr. Meyer is an employee of the registrant
and eligible to receive, in the discretion of the appropriate Committee or
the Board of Directors, awards of shares and options under the 1997
Non-Statutory Stock Option Plan and 1997 Stock Bonus Plan.

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

Item 7.  Exemption From Registration Claimed.

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

Item 8.  Exhibits.

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

4.2      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.

24.1     Consent of Certified Public Accountants.

24.2     Consent of Counsel is included in Exhibit 5.

28.1     1997 Non-Statutory Stock Option Plan.

28.2     1997 Stock Bonus Plan.

Item 9.  Undertakings.

    The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

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

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

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


                            SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Melville, State of New York, on
May 16, 1997.


                             FONAR Corporation


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



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

Signature                         Title               Date



/s/ Raymond V. Damadian  Chairman of the Board     May 16, 1997
Raymond V. Damadian      of Directors, President
                         and a Director (Principal
                         Executive Officer)

/s/ Claudette Chan       Director                  May 16, 1997
                         Claudette Chan


/s/ Robert J. Janoff     Director Robert J. Janoff May 16, 1997


/s/ Herbert Maisel       Director                  May 16, 1997
Herbert Maisel
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 11643}]
{"company-data": {"conformed-name": "FONAR CORP", "cik": "0000355019", "assigned-sic": "3845", "irs-number": "112464137", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27411", "film-number": "97611427"}, "business-address": {"street1": "110 MARCUS DR", "city": "MELVILLE", "state": "NY", "zip": "11747", "phone": "5166942929"}, "mail-address": {"street1": "110 MARCUS DRIVE", "city": "MELVILLE", "state": "NY", "zip": "11747"}}
As filed with the Securities and Exchange Commission on May 19, 1997   
 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)

               1997 Non-Statutory Stock Option Plan 1997 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   $2.56      $12,800,000  $4,413.79 
------------------------------------------------------------------
Common Stock         5,000,000   $2.56      $12,800,000  $4,413.79
par value $.0001
underlying non-
statutory stock
options
------------------------------------------------------------------
Total               10,000,000   $2.56      $25,600,000  $8,827.58 
------------------------------------------------------------------

         * Pursuant to Rule 457, subsections (h) and (c) Specified Date:  
                                            May 16, 1997

                              PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of documents by reference.

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

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

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

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

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

Item 4. Description of Securities.

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

Item 5.  Interests of Named Experts and Counsel.

         The validity of the securities being registered will be passed upon
by Henry T. Meyer, Esq., General Counsel to the registrant, 110 Marcus
Drive, Melville, New York 11747.  Mr. Meyer is an employee of the registrant
and eligible to receive, in the discretion of the appropriate Committee or
the Board of Directors, awards of shares and options under the 1997
Non-Statutory Stock Option Plan and 1997 Stock Bonus Plan.

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

Item 7.  Exemption From Registration Claimed.

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

Item 8.  Exhibits.

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

4.2      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.

24.1     Consent of Certified Public Accountants.

24.2     Consent of Counsel is included in Exhibit 5.

28.1     1997 Non-Statutory Stock Option Plan.

28.2     1997 Stock Bonus Plan.

Item 9.  Undertakings.

    The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

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

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

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

                            SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Melville, State of New York, on
May 16, 1997.

                             FONAR Corporation

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

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

Signature                         Title               Date

/s/ Raymond V. Damadian  Chairman of the Board     May 16, 1997
Raymond V. Damadian      of Directors, President
                         and a Director (Principal
                         Executive Officer)

/s/ Claudette Chan       Director                  May 16, 1997
                         Claudette Chan

/s/ Robert J. Janoff     Director Robert J. Janoff May 16, 1997

/s/ Herbert Maisel       Director                  May 16, 1997
Herbert Maisel