Filing pursuant to Rule 424(b)(3)
                      Registration Statement No. 333-63782


                PROSPECTUS SUPPLEMENT NO 2. DATED AUGUST 19, 2002

                     (TO PROSPECTUS DATED NOVEMBER 1, 2001)

                                9,900,000 SHARES


FONAR CORPORATION

                                  COMMON STOCK

This  prospectus  supplement  relates  to a second  temporary  reduction  in the
exercise price of the callable warrants previously issued by us to The Tail Wind
Fund  Ltd.  originally  covering  2,000,000  shares  of our  common  stock.  See
"Callable Warrants" below for a more detailed  description of this reduction and
the callable warrants.

You should read this second  prospectus  supplement  along with the accompanying
prospectus and first prospectus supplement.  These documents contain information
you should consider when making your investment  decision.  You should rely only
on  information  contained  or  incorporated  by  reference  in this  prospectus
supplement and the accompanying  prospectus and first prospectus supplement.  We
have not  authorized  anyone else to provide you with  different  or  additional
information.  You should  not assume  that the  information  in this  prospectus
supplement  is  accurate as of any date other than the date on the front of this
document.

This second  prospectus  supplement  and the  accompanying  prospectus and first
prospectus supplement do not constitute an offer to sell or a solicitation of an
offer to buy any securities  other than the common stock offered  hereby.  These
documents do not  constitute an offer to sell or a  solicitation  of an offer to
buy our common stock in any  circumstances  in which an offer or solicitation is
unlawful.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
BEGINNING ON PAGE 4 OF THE PROSPECTUS.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                              SELLING STOCKHOLDERS
                                CALLABLE WARRANTS

On May 24, 2001, we issued callable warrants to The Tail Wind Fund Ltd. covering
2,000,000  shares  of our  common  stock.  Under  the  original  terms  of those
warrants, the exercise price was to be equal to the average closing bid price of
Fonar's common stock for the full calendar month  preceding the date of exercise
subject to a maximum  exercise  price of $6.00 per share and a minimum  exercise
price of $2.00 per share.

In order to induce The Tail Wind Fund Ltd. to exercise the callable  warrants we
previously  agreed to set the exercise  price of the callable  warrants at $1.50
per share for the period  from June 24,  2002  through  July 31,  2002.  We also
agreed not to  exercise  our right to redeem any  callable  warrants  during the
months of July, 2002 and August, 2002.

The Tail Wind Fund Ltd. exercised callable warrants to purchase 1,000,000 shares
of our common  stock at $1.50 per  share.  In order to induce The Tail Wind Fund
Ltd. to exercise the remaining  callable  warrants for 1,000,000 shares, we have
now agreed to further  reduce the  exercise  price of the  callable  warrants to
$1.125 per share for a period of five  business  days ending on August 22, 2002.
In return The Tail Wind Fund Ltd. has agreed to exercise  the callable  warrants
for all of the remaining 1,000,000 shares of common stock during this period.

In consideration for The Tail Wind Fund Ltd.'s exercise of the callable warrants
for  2,000,000  shares of common  stock,  we have  agreed to issue by August 30,
2002, new callable warrants covering 2,000,000 shares of our common stock on the
same terms as the original unmodified callable warrants.  We have agreed to file
a registration statement for the underlying shares by August 31, 2002.

                                 USE OF PROCEEDS

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

                           MARKET FOR OUR COMMON STOCK

Our  common  stock is listed on the  NASDAQ  Small Cap  Market  under the symbol
"FONR".  On August 16, 2002 the closing  price of one share of our common  stock
was $1.48.  As of August 16,  2002,  we had  73,087,290  shares of common  stock
outstanding.

                       WHERE YOU CAN FIND MORE INFORMATION

The SEC allows us to  "incorporate by reference"  information  that we file with
them, which means that we can disclose important information to you by referring
you  to  those  documents.  The  information  incorporated  by  reference  is an
important part of this prospectus supplement and the accompanying prospectus.

The  documents we  incorporate  by reference  and where you can find  additional
filings  and  information  concerning  Fonar  are set  forth  in the  prospectus
beginning on page 17.