UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G
                                (RULE 13d - 102)

            Information to be included in statements filed pursuant
          to Rules 13d-1(b), (c) and (d) and amendments thereto filed
                              pursuant to 13d-2(b)

                               (AMENDMENT NO. 2)*
                               Fonar Corporation
                                (Name of Issuer)

                         Common Stock, $.0001 par value
                         (Title of Class of Securities)

                                    34443700
                                 (CUSIP Number)


                               December 31, 2002
            (Date of Event which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
                                   is filed:

                               [ ] Rule 13d-1(b)
                               [x] Rule 13d-1(c)
                               [ ] Rule 13d-1(d)


     *The  remainder  of this cover  page  shall be filled  out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

     The  information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).




1.      NAMES OF REPORTING PERSONS
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

               The Tail Wind Fund Ltd.

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        (a)    [ ]
        (b)    [ ]

3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION

               A British Virgin Islands corporation

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.      SOLE VOTING POWER

               3,038,514

6.      SHARED VOTING POWER

               0

7.      SOLE DISPOSITIVE POWER

               3,038,514

8.      SHARED DISPOSITIVE POWER

               0

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               3,038,514

10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
        EXCLUDES CERTAIN SHARES*    [ ]

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

               3.9%

12.     TYPE OF REPORTING PERSON*


               CO





This  statement  is filed  pursuant to Rule  13d-2(b)  with  respect to the
common stock (the "Common Stock") of Fonar Corporation beneficially owned by the
Reporting  Person  specified  herein as of  December  31,  2002 and  amends  and
supplements  the  Schedule  13G/A  dated  December  31,  2001  and  filed by the
Reporting Person on February 14, 2002 (the "Schedule 13G").  Except as set forth
herein, the Schedule 13G is unmodified.



ITEM 4.        OWNERSHIP.

        Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

        (a)    Amount beneficially owned:

                      3,038,514

     The  Tail  Wind  Fund  Ltd.  ("Tail  Wind")  beneficially  owns a total  of
3,038,514 shares of Common Stock,  which includes:  (i) 379,013 shares of Common
Stock held,  (ii) 659,501 shares of Common Stock for which Tail Wind's  Purchase
Warrants are exercisable,  and (iii) 2,000,000 shares of Common Stock into which
Tail Wind's Callable Warrants are exercisable.

     Each of the above calculations is determined as of December 31, 2002.

         (b)    Percent of class:

                      3.9%

     Tail Wind's  aggregate  beneficial  ownership of 3,038,514 shares of Common
Stock constitutes 3.9% of all of the outstanding  shares of Common Stock,  based
upon 74,456,638  outstanding  shares of Common Stock as of November 6, 2002 plus
the number of shares underlying the Purchase Warrants and Callable Warrants.

        (c)    Number of shares as to which such person has:

               (i)  Sole power to vote or to direct the vote

                             3,038,514

               (ii)  Shared power to vote or to direct the vote

                             Not applicable.

              (iii)  Sole power to dispose or to direct the disposition of

                             3,038,514

               (iv)  Shared power to dispose or to direct the disposition of

                             Not applicable.


ITEM 5.    OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

     If this  statement  is being  filed to report  the fact that as of the date
hereof the Reporting  Person has ceased to be the beneficial  owner of more than
five percent of the class of securities, check the following [X].






ITEM 10.   CERTIFICATION.

     By  signing  below  the  undersigned  certifies  that,  to the  best of its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing  or  influencing  the
control of the issuer of the  securities  and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.



                                   SIGNATURES

        After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete, and correct.


Dated: January 17, 2003            THE TAIL WIND FUND LTD.



                                    By: /s/ Andrew P. MacKellar
                                       ---------------------------------
                                            Andrew P. MacKellar
                                            Director