##### 









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-K/A

(AMENDMENT NO. 1)

FOR ANNUAL AND TRANSITION REPORTS

PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934


|           |  |                                                                                              
|---------- |  | ---------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                              
|þ          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934     
|          
|           |  | For the fiscal year ended December 27,
    2003                                              
|          
|or        
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15
    (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|          
|           |  | For the transition period
    from           to                                              

Commission file number 001-11655



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HearUSA, Inc.

Exact Name of Registrant as Specified in Its
Charter


|                                                                                                  |  |                                         
|------------------------------------------------------------------------------------------------- |  | ----------------------------------------
|Delaware                                                                                          |  | 22-2748248                              
|(State of Other Jurisdiction of
    Incorporation or Organization)                                |  | (I.R.S. Employer
    Identification No.)
|                                                                                                  |  |                                         
|1250 Northpoint Parkway,
    West Palm Beach, Florida(Address of Principal Executive
    Offices) |  | 33407(Zip Code)                         

Registrants Telephone Number, Including
Area Code

(561) 478-8770


Securities registered pursuant to
Section 12(b) of the Act:

|                                       |  |                                          
|-------------------------------------- |  | -----------------------------------------
|Title of each class                    |  | Name of each exchange on which registered
|                                       |  |                                          
|Common Stock, par value $.10 per share |  | American Stock Exchange                  

Securities registered pursuant to
Section 12(g) of the Act:

None


Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past
90 days.    Yes þ         No o

Indicate by check mark if disclosure of
delinquent filers pursuant to item 405 of Regulation S-K is not
contained herein and will not be contained, to the best of the
registrants knowledge, in definitive proxy or information
statements incorporated by reference in PART III of this
Form 10-K or any amendment to this
Form 10-K. o



Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the
Act).    o         No þ

As of June 28, 2003, the aggregate market
value of the Registrants Common Stock held by
non-affiliates (based upon the closing price of the Common Stock
on the American Stock Exchange) was approximately $14,945,729.

On April 30, 2004, 30,423,636 shares of the
Registrants common stock were outstanding, including
750,788 of exchangeable shares.

DOCUMENTS INCORPORATED BY REFERENCE

None.



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##### 



This Amendment No. 1 to Form 10-K amends all of Part
III of the Form 10-K filed March 25, 2004 to set forth the information
incorporated by reference to the Registrants definitive proxy
statement for the 2004 annual meeting (2004 Proxy
Statement). The 2004 Proxy Statement was filed with the
Securities and Exchange Commission on April 27, 2004. The information
set forth in this Amendment No. 1 to Form 10-K is identical to the
information set forth in the 2004 Proxy Statement in response to the
items included in Part III.

PART III



|         |                                     
|-------- | ------------------------------------
|Item 10. | Directors and Executive
    Officers

Directors

|                             |  |          |      |               |  |                                     
|---------------------------- |  | -------- | ---- | ------------- |  | ------------------------------------
|                             |  | Director |      | Position with
|Name and Age                 |  | Since    |      | the Company  
|                             |  |          |      |              
|Paul A. Brown (65)           |  |          | 1986 |               |  | Chairman of the Board               
|Stephen J. Hansbrough (57)   |  |          | 1997 |               |  | Chief Executive Officer and Director
|Thomas W. Archibald (65)     |  |          | 1993 |               |  | Director                            
|David J. McLachlan (65)      |  |          | 1986 |               |  | Director                            
|Joseph L. Gitterman III (66) |  |          | 1997 |               |  | Director                            
|Michel Labadie (50)          |  |          | 2002 |               |  | Director                            

Paul A. Brown, M.D.holds an A.B. from Harvard College
and an M.D. from Tufts University School of Medicine.
Dr. Brown founded HearUSA in 1986 and has served as
Chairman of the Board since that time and Chief Executive
Officer until July 2002. From 1970 to 1984, Dr. Brown
was Chairman of the Board and Chief Executive Officer of MetPath
Inc. (MetPath), a New Jersey-based corporation
offering a full range of clinical laboratory services to
physicians and hospitals, which he founded in 1967 while a
resident in pathology at Columbia Presbyterian Medical Center in
New York City. MetPath developed into the largest clinical
laboratory in the world with over 3,000 employees and was listed
on the American Stock Exchange prior to being sold to Corning in
1982 for $140 million. Dr. Brown is formerly Chairman
of the Board of Overseers of Tufts University School of
Medicine, an Emeritus member of the Board of Trustees of Tufts
University, a past member of the Visiting Committee of Boston
University School of Medicine and part-time lecturer in
pathology at Columbia University College of Physicians and
Surgeons.

Stephen J.
Hansbrough,Chief Executive
Officer and Director, was formerly the Senior Vice President of
Dart Drug Corporation and was instrumental in starting their
affiliated group of companies (Crown Books and Trak Auto). These
companies along with Dart Drug Stores had over 400 retail
locations, generated approximately $550 million in annual
revenues and employed over 3,000 people. Mr. Hansbrough
subsequently became Chairman and CEO of Dart Drug Stores with
annual revenues in excess of $250 million. After leaving
Dart, Mr. Hansbrough was an independent consultant specializing
in turnaround and start-up operations, primarily in the retail
field, until he joined HearUSA in December 1993.

Thomas W. Archibaldattended the London School of
Economics and received a B.A. degree in economics from Denison
University and a Juris Doctor degree from the Ohio State
University Law School. He retired from the Bank of New York in
1995, where he served as Executive Vice President of the
Personal Trust Sector. He held that position at Irving Trust
Company when it merged with The

Bank of New York in 1988. Mr. Archibald is a
past Director of Group Health Incorporated, the only
not-for-profit health insurance carrier chartered to operate
throughout New York State.


2



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##### 



David J. McLachlanholds a bachelor of arts degree
from Harvard College and a M.B.A. from the Harvard Business
School. Since June 1999, he has been a Senior Advisor to
Genzyme Corporation. Prior to June 1999, Mr. McLachlan
was the Executive Vice President and Chief Financial Officer of
Genzyme Corporation, a position he held since
December 1989. Prior to that he was the Vice President,
Treasurer and Chief Financial Officer of Adams-Russell Co.,
Inc., an owner and operator of cable television systems and
Adams-Russell Electronics, Inc. a defense electronics
manufacturer. Mr. McLachlan currently serves as a director
of Skyworks Solutions, Inc., a wireless semiconductor company,
and Dyax Corp., a biotechnology company.

Joseph L. Gitterman, IIIis the manager of EIP Group LLC,
an investing, trading and consulting firm which he founded in
1994. Until 1994, he was the Senior Managing Director of
LeBranche & Co. He was a member of the New York Stock
Exchange for over thirty years and was appointed a Governor in
1986. At the New York Stock Exchange, he served on more than
fourteen committees, serving as chairman of some of them. He is
director of Classic Turf Co., Intrepid International, Mill
Bridge Inc. and Custom Data Services.

Michel
Labadie,B.Sc., M.Sc., MBA.
Mr. Labadie was a Director of Helix Hearing Care of America
Corp before the combination with HearUSA, Inc. He currently is
President and Chief Executive Officer of Les Pros de la photo
(Quebec) Inc., the largest photo finishing company in Canada,
and has been since 1992. He has also spent several years working
as the head of the Venture Capital, Portfolio Management and
Mergers and Acquisition Departments of a major financial
institution. He currently serves as a director for several
private companies.

There are no family relationships between or
among any directors or executive officers of the Company.

Director Compensation

During 2003, the Company paid each non-employee
director a meeting fee of $500 for each in-person meeting of the
Board that they attended and a fee of $250 for each telephonic
Board or special committee meeting in which they participated.
Also in 2003, the Company granted to each non-employee director
a stock option to acquire up to 25,000 shares of common stock.
As of January 1, 2004, the Company changed its policy to
pay directors a meeting fee of $1,000 for each in-person meeting
of the Board that they attend and of $500 for each telephonic
meeting of the Board that they attend and special committee
meeting in which they participate. In addition, the Company will
pay each non-employee director an annual retainer fee of $15,000
upon such directors election (or re-election) to the
Board, the first such retainer payments to be made after the
2004 election of directors. The Company continues to reimburse
directors for their out-of-pocket expenses for attendance at
meetings of the Board.

Audit Committee

Messrs. Archibald, Gitterman and McLachlan
are the current members of the Audit Committee. During 2003,
Messrs. Labadie and Bourgie were also members of the Audit
Committee. Each current member of the Audit Committee is
independent as defined by the American Stock
Exchange listing standards and Rule 10A-3 under the
Securities Exchange Act of 1934, as amended. In addition, the
Board of Directors has determined that each member of the Audit
Committee is financially literate and Mr. McLachlan is an
audit committee financial expert within the meaning
of the rules and regulations adopted by the Securities and
Exchange Commission. The Audit Committee operates under a
written charter, which is attached as an appendix to this proxy
statement and is available on the Companys website at
www.hearusa.com.

Code of Ethics

The Board of Directors has adopted a Code of
Ethics applicable to all of the Companys directors,
officers and employees, a copy of which is available on the
Companys website at www.hearusa.com.

Section 16(a) Beneficial Ownership
Reporting Compliance

Section 16(a) of the Securities Exchange Act
of 1934 requires the Companys directors and executive
officers and persons who own beneficially more than ten percent
of any class of equity security of the Company to file with the
Securities and Exchange Commission initial reports of such
ownership and reports of changes in such ownership. Officers,
directors and such beneficial owners are required by Securities
and Exchange Commission regulation to furnish the Company with
copies of all Section 16(a) forms they file.

To the Companys knowledge, based solely on
review of the copies of such reports furnished to the Company,
during the fiscal year ended December 27, 2003, all
Section 16(a) filing requirements applicable to its
executive officers and directors were made except as follows:
The Company granted options to each director and officer on
April 1, 2003. Each of Dr. Brown,
Messrs. Archibald, Bourgie, Chouinard, Gitterman, Labadie,
McLachlan and Hansbrough and Ms. Taylor filed a Form 4
late to report the receipt of that option grant.

Executive Officers

The information required by this Item for
executive officers is set forth in Part I of this report under
the heading Executive Officers of the Company.

3



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##### 





|         |                       
|-------- | ----------------------
|Item 11. | Executive Compensation

The following table sets forth the annual and
long-term compensation for services rendered in all capacities
to the Company during the 2003, 2002 and 2001 fiscal years of
those persons who were at fiscal year-end 2003 (i) the
Chief Executive Officer and (ii) the other executive
officers whose salary and bonus exceeded $100,000 (these four
persons are collectively referred to herein as the Named
Executive Officers).



---




SUMMARY COMPENSATION TABLE



---




|                        |  |      |      |                     |  |              |         |         |  |  |        |  |  |  |         | 
|----------------------- |  | ---- | ---- | ------------------- |  | ------------ | ------- | ------- |  |  | ------ |  |  |  | ------- | 
|                        |  |      |      |                     |  |             
|                        |  |      |      | Annual Compensation |  | Long-Term   
|                        |  |      |      |                     |  | Compensation
|Name and                |  |      |      | Salary              |  | Bonus        |         | Options
|Principal Position      |  | Year |      | ($)                 |  | ($)          |         | (#)    
|                       
|                       
|Paul A. Brown, M.D.     |  |      | 2003 |                     |  | $            | 240,000 |         |  |  | -0-    |  |  |  | 200,000 | 
|Chairman                |  |      | 2002 |                     |  |              | 294,000 |         |  |  | -0-    |  |  |  | -0-     | 
|                        |  |      | 2001 |                     |  |              | 300,000 |         |  |  | 15,000 |  |  |  | -0-     | 
|                       
|Stephen J. Hansbrough   |  |      | 2003 |                     |  | $            | 250,000 |         |  |  | -0-    |  |  |  | 250,000 | 
|Chief Executive Officer |  |      | 2002 |                     |  |              | 266,000 |         |  |  | -0-    |  |  |  | -0-     | 
|                        |  |      | 2001 |                     |  |              | 275,000 |         |  |  | -0-    |  |  |  | -0-     | 
|                       
|Gino Chouinard(1)       |  |      | 2003 |                     |  | $            | 150,000 |         |  |  | -0-    |  |  |  | 200,000 | 
|Chief Financial Officer |  |      | 2002 |                     |  |              | 91,000  |         |  |  | -0-    |  |  |  | 74,595  | 
|                       
|Donna L. Taylor         |  |      | 2003 |                     |  | $            | 149,000 |         |  |  | -0-    |  |  |  | 150,000 | 
|Senior Vice President   |  |      | 2002 |                     |  |              | 159,000 |         |  |  | -0-    |  |  |  | -0-     | 
|Sales and Operations    |  |      | 2001 |                     |  |              | 165,000 |         |  |  | 8,250  |  |  |  | 80,000  | 
|                       



|    |                                                                                   
|--- | ----------------------------------------------------------------------------------
|(1) | Mr. Chouinard became an employee and
    executive officer of the Company in 2002.

Employment Agreements

The Company has entered into an employment
agreement with Dr. Paul A. Brown to serve as Chairman of
the Board for a term ending in 2008. The Company has entered
into a substantially similar employment agreement with Stephen
J. Hansbrough to serve as Chief Executive Officer for a term
ending in 2008. Each of the employment agreements provides that
the executive will be entitled to receive base compensation and
performance bonuses and to participate in and receive benefits
under the Companys welfare benefit and similar employee
benefit plans generally made available by the Company to other
key employees. Dr. Browns base compensation for the
first year of the agreement was $300,000 per year, and
Mr. Hansbroughs base compensation for the first year
of the agreement was $275,000 per year. Such annual compensation
is subject to review annually by the Board. In 2002 and for all
of 2003, Dr. Brown and Mr. Hansbrough voluntarily reduced
their salaries to $240,000 and $250,000 per year, respectively.
In respect of annual bonuses, if in any calendar year the
Company achieves the net income targets approved by the Board,
the Company has agreed to pay the executive a bonus equal to at
least 50% of the executives base salary. In addition, if
in any calendar year the Company achieves the target net income
approved by the Board for such year, the executive is entitled
to receive a cash bonus equal to 1% of such net income for such
year. Each executive is entitled to reimbursement of his
reasonable and necessary business expenses in connection with
the performance of his duties consistent with guidelines
established by the Companys Board of Directors. Concurrent
with the execution of the employment agreements in 1999, and
pursuant to the terms of the agreements, each executive was
granted an option to purchase shares of the Companys
Common Stock. Dr. Brown was granted an option to acquire
100,000 shares and Mr. Hansbrough was granted an option to
acquire 113,246 shares. Each option

4



---



##### 



was granted with an exercise price equal to the
market value of the common stock on the date of grant and is now
vested.


Each of the employment agreements contains
termination and change in control provisions. If the executive
is terminated with cause or if the executive
terminates without good reason before or after a change in
control, the Company will be required to pay only amounts earned
through the date of termination. If the executive terminates
because the Company has breached the employment agreement or if
the Company terminates the executive without cause (before a
change in control), the Company must pay the executive an amount
equal to the base salary in effect for the duration of the term
as in effect immediately before the date of termination or, if
more than three years of the term have elapsed on the date of
such termination, an amount equal to one years salary. In
addition, the executive is entitled to payment of a bonus equal
to one times the average of all bonus and other incentive
payments made by the Company to the executive over the then
prior two years plus the pro rata portion of the bonus payable
for the year of the termination. In such circumstances, the
Company will be obligated to continue the executives
medical, dental, life and other insurance and benefit program
coverage for 18 months, and the executive shall be fully vested
in all options and similar rights previously granted to him and
shall have a period of two years within which to exercise such
rights.

Each of the employment agreements provides that
in the event the executive is terminated by the Company without
cause on or after a change in control or if the executive
terminates with good reason after a change in control, the
Company must pay the executive a minimum of three times the
executives base salary plus an amount equal to three times
the average of all bonus and other incentive payments made by
the Company to the executive over the then preceding two years.
All options and other rights will then be fully vested and the
executive will have three years within which to exercise such
rights. The Company also will be responsible for maintaining the
executives medical, dental, life and other insurance and
benefit program coverage for a three year period.

In the event of the executives death or
termination because of disability, all then outstanding options
and similar rights shall become fully vested and the executive
or his legal representatives may exercise such rights for a one
year period following the executives death or termination
for disability.

The agreements provide for gross up
payments to the executive to cover the executives
incremental tax liabilities in the event payments made under the
agreements are subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code.

Option Grants In Last Fiscal Year

The following table sets forth information with
respect to the grants of options to the Named Executive Officers
during the fiscal year ended December 27, 2003:

|                      |  |                   |         |                     |  |           |       |                    |  |     |      |     |  |  |           |  |  |   |        |  |  |   |         | 
|--------------------- |  | ----------------- | ------- | ------------------- |  | --------- | ----- | ------------------ |  | --- | ---- | --- |  |  | --------- |  |  | - | ------ |  |  | - | ------- | 
|                     
|                     
|                      |  |                  
|                      |  |                   |         | Potential          
|                      |  | Individual Grants |         | Realizable Value at
|                      |  |                   |         | Assumed Annual     
|                      |  |                   |         | Percent of          |  |           |       | Rates of Stock    
|                      |  |                   |         | Total Options       |  |           |       | Price Appreciation
|                      |  |                   |         | Granted to          |  |           |       | For Option Term   
|                      |  | Options           |         | Employees in        |  | Exercise  |       |                    |  |    
|                      |  | Granted           |         | Fiscal Year         |  | Price     |       | Expiration         |  | 5%  |      | 10%
|Name                  |  | (#)               |         | (%)                 |  | ($/Share) |       | Date               |  | ($) |      | ($)
|                     
|                     
|Paul A. Brown, M.D.   |  |                   | 200,000 |                     |  |           | 11.20 | %                  |  | $   | 0.35 |     |  |  | 3/31/2013 |  |  | $ | 44,203 |  |  | $ | 111,562 | 
|                     
|Stephen J. Hansbrough |  |                   | 250,000 |                     |  |           | 14.01 | %                  |  | $   | 0.35 |     |  |  | 3/31/2013 |  |  | $ | 55,028 |  |  | $ | 139,452 | 
|                     
|Gino Chouinard        |  |                   | 200,000 |                     |  |           | 11.20 | %                  |  | $   | 0.35 |     |  |  | 3/31/2013 |  |  | $ | 44,203 |  |  | $ | 111,562 | 
|                     
|Donna L. Taylor       |  |                   | 150,000 |                     |  |           | 8.40  | %                  |  | $   | 0.35 |     |  |  | 3/31/2013 |  |  | $ | 33,017 |  |  | $ | 83,671  | 
|                     

5



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##### 



Option Exercises in Last Fiscal Year and
Aggregated Fiscal Year End Option Values

The following table sets forth certain
information with respect to stock option exercises and unexpired
stock options held by the Named Executive Officers as of
December 27, 2003:

|                      |  |              |     |              |  |                     |     |                         |  |  |                 |  |  |  |                 | 
|--------------------- |  | ------------ | --- | ------------ |  | ------------------- | --- | ----------------------- |  |  | --------------- |  |  |  | --------------- | 
|                     
|                     
|                      |  | Shares       |     |              |  | Number of           |     | Value of Unexercised   
|                      |  | Acquired     |     | Value        |  | Unexercised Options |     | In-the-Money Options at
|                      |  | On Exercise  |     | Realized     |  | Fiscal Year-End     |     | Fiscal Year-End        
|                      |  | (#)          |     |              |  | (#)                 |     | ($)                    
|                     
|                     
|                      |  | Exercisable/ |     | Exercisable/
|Name                  |  |              |     |              |  | Unexercisable       |     | Unexercisable          
|                     
|                     
|Paul A. Brown, M.D.   |  |              | -0- |              |  |                     | -0- |                         |  |  | 110,000/200,000 |  |  |  | -0-/384,000     | 
|                     
|Stephen J. Hansbrough |  |              | -0- |              |  |                     | -0- |                         |  |  | 581,250/250,000 |  |  |  | 459,585/480,000 | 
|                     
|Gino Chouinard        |  |              | -0- |              |  |                     | -0- |                         |  |  | 74,595/200,000  |  |  |  | -0-/384,000     | 
|                     
|Donna L. Taylor       |  |              | -0- |              |  |                     | -0- |                         |  |  | 83,126/150,000  |  |  |  | 16,200/288,000  | 
|                     

Report of the Compensation Committee

The Companys executive compensation program
is administered by the Compensation Committee, which was formed
on March 26, 2003. Prior to that time, the Board of
Directors administered the Companys executive compensation
program. In addition to base salary, compensation for the
Companys executive officers may include annual performance
bonuses and stock options and stock grants pursuant to the
Companys stock incentive plan. It is the intention of the
Compensation Committee to use salary and bonuses as compensation
for current and past performance, while using stock options and
restricted stock grants to provide incentives for superior
long-term performance.

To establish compensation for the Companys
executive officers for 2003, the Board of Directors and then the
Compensation Committee used subjective performance evaluations,
compensation statistics of other similar size health care
organizations and, with respect to executive officers other than
Mr. Hansbrough, the salary recommendations of
Mr. Hansbrough. Each of Dr. Brown and
Mr. Hansbroughs salary was set at a level below that
of their respective employment agreements as a result of their
agreement to a voluntary reduction in annual salary. In respect
of the bonus opportunity for the Companys executive
officers, the Board set certain performance criteria, the
attainment of which could entitle the executive officer to earn
a cash bonus equal to one half of his base salary. The
performance criteria were not met in 2003.

|                                                                                                                                                                                                 |  |                                                                                                                                                    
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|BOARD OF DIRECTORS:
    Paul A. Brown M.D., Chairman
    Stephen J. Hansbrough
    Thomas W. Archibald
    David L. McLachlan
    Joseph L. Gitterman, III
    Michel Labadie
    Pierre Bourgie |  | COMPENSATION COMMITTEE:
    Thomas W. Archibald, Chairman
    David L. McLachlan
    Joseph L. Gitterman, III
    Michel Labadie
    Pierre Bourgie

Compensation Committee Interlocks and Insider
Participation

Dr. Brown is the Chairman of the Board of
Directors and an officer of the Company. Mr. Hansbrough is
the Chief Executive Officer of the Company. The other members of
the Board of Directors and Compensation Committee in 2003 were
not employees or former employees of the Company. Since
March 26, 2003, the Compensation Committee has consisted of
no employees or former employees of the Company. Messrs. Labadie and
Bourgie have relationships with the Company described under Certain
Relationships and Related Transactions, below.

6



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##### 



Common Stock Performance

The Common Stock has been traded on the American
Stock Exchange since March 15, 1996. Prior thereto, the
Companys stock was traded on the over-the-counter market
with prices being reported by the National Association of
Securities Dealers, Inc., OTC Bulletin Board Service. The
closing price of the Common Stock at December 27, 2003 was
$2.27 per share. As part of the executive compensation
information presented in the proxy statement, the Securities and
Exchange Commission requires a five-year comparison of the stock
performance for the Company with stock performance of other
companies. For comparison purposes, the Company has selected
each of the AMEX Market Value (U.S.) Index and a Peer Group. The
graph below reflects all comparison indexes and depicts a
comparison of five-year cumulative total returns for each of the
Company, the AMEX Market Value (U.S.) and a Peer Group. The Peer
Group was prepared by Research Data Group, Inc. and is composed
of approximately 76 companies that were former members of the JP
Morgan H&Q Healthcare (excluding biotechnology) Index.
Specific information regarding the companies comprising the Peer
Group will be provided to any stockholder upon request to the
Secretary of the Company.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

AMONG HEARUSA, INC., THE AMEX MARKET VALUE (U.S.)
INDEX


AND A PEER GROUP


LOGO



| |   |                                                                                                                            | 
| | - | -------------------------------------------------------------------------------------------------------------------------- | 
| | * | $100 invested on 12/31/98 in stock or
    index  including reinvestment of dividends. Fiscal
    year ending December 31. | 

7



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|         |                                                                                                       
|-------- | ------------------------------------------------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial
    Owners and Management and Related Stockholder
    Matters

Security Ownership of Certain Beneficial
Owners

The following table sets forth, as of
April 15, 2004, the names of all persons known by the
Company to be beneficial owners of more than five percent of the
Common Stock. These persons own no Exchangeable Shares. As of
April 15, 2004, there were 29,943,594 shares of Common Stock
issued and outstanding, and 480,042 Exchangeable Shares issued
and outstanding (excluding Exchangeable Shares owned by the
Company and its subsidiaries).

|                                   |  |                   |           |            |  |  |      |  
|---------------------------------- |  | ----------------- | --------- | ---------- |  |  | ---- | -
|                                  
|                                  
|                                   |  | Amount and Nature |           |           
|Name and Address of                |  | of Beneficial     |           | Percent of
|Beneficial Owner                   |  | Ownership         |           | Class*    
|                                  
|                                  
|Paul A. Brown, M.D.                |  |                   | 2,625,000 | (1)        |  |  | 8.35 | %
|1250 Northpoint Parkway            |  |                   |           |            |  |  |      |  
|West Palm Beach, FL 33407          |  |                   |           |            |  |  |      |  
|                                  
|Les Partenaires de Montreal, s.e.c |  |                   | 1,591,650 | (2)        |  |  | 5.21 | %
|1980 Rene Levesque Quest           |  |                   |           |            |  |  |      |  
|Montreal, QC                       |  |                   |           |            |  |  |      |  
|Canada, H3H 1R6                    |  |                   |           |            |  |  |      |  
|                                  
|Michel Labadie                     |  |                   | 2,219,468 | (3)        |  |  | 6.89 | %
|90, Beaubien Street West           |  |                   |           |            |  |  |      |  
|Montreal, Quebec                   |  |                   |           |            |  |  |      |  
|Canada, H2S 1V6                    |  |                   |           |            |  |  |      |  
|                                  
|Pierre Bourgie                     |  |                   | 1,852,696 | (4)        |  |  | 5.75 | %
|1980 Rene Levesque Quest           |  |                   |           |            |  |  |      |  
|Montreal, QC                       |  |                   |           |            |  |  |      |  
|Canada, H3H 1R6                    |  |                   |           |            |  |  |      |  
|                                  



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes 310,000 shares of Common Stock subject
    to options, and 695,000 shares of Common Stock subject to
    warrants acquired as part of private placements, which are
    currently exercisable (or exercisable within 60 days).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|(2) | Includes 106,110 shares of Common Stock subject
    to options which are currently exercisable (or exercisable
    within 60 days). These shares are also reflected in the
    beneficial ownership of Michel Labadie and Pierre Bourgie.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(3) | Includes 1,485,540 shares of Common Stock and
    106,110 shares of Common Stock subject to options which are
    currently exercisable (or exercisable within 60 days) held
    by Les Partenaires de Montréal, s.e.c. Michel Labadie is a
    director of Les Partenaires de Montréal Inc., general
    partner for Les Partenaires de Montréal, s.e.c. Also
    includes 733,928 shares plus 160,000 shares which may be
    acquired upon the exercise of warrants held by Gestion Fremican
    Inc. Michel Labadie is a shareholder and director of Gestion
    Fremican Inc. Also includes 42,685 shares of Common Stock
    issuable to Mr. Labadie upon the exercise of options, all
    of which are currently exercisable.
|   
|(4) | Includes 1,485,540 shares of Common Stock and
    106,110 shares of Common Stock subject to options which are
    currently exercisable (or exercisable within 60 days) held
    by Les Partenaires de Montréal, s.e.c. Pierre Bourgie is a
    director of Les Partenaires de Montréal Inc., general
    partner for Les Partenaires de Montréal, s.e.c. Also
    includes 76,046 shares plus 160,000 shares which may be acquired
    upon the exercise of warrants held by 175778 Canada Inc. Pierre
    Bourgie is a shareholder and director of 175778 Canada Inc. Also
    includes 25,000 shares of Common Stock issuable to Mr. Bourgie
    upon the exercise of options which are currently exercisable.                   

8



---



##### 





|  |                                                                                                                                                                                                     
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | Percent of class is calculated as a percentage of
    issued and outstanding Common Stock and Exchangeable Shares
    (excluding Exchangeable Shares owned by the Company and its
    subsidiaries).

Security Ownership of Management

The following table sets forth, as of
April 15, 2004, the number of shares of Common Stock owned
beneficially by each director, each Named Executive Officer and
all directors and executive officers as a group. These persons
own no Exchangeable Shares.

|                                                                |  |                      |           |            |  |  |       |  
|--------------------------------------------------------------- |  | -------------------- | --------- | ---------- |  |  | ----- | -
|                                                               
|                                                               
|                                                                |  | Amount and Nature of |           |           
|                                                                |  | Beneficial           |           | Percent of
|Name                                                            |  | Ownership(1)         |           | Class*    
|                                                               
|                                                               
|Paul A. Brown, M.D.                                             |  |                      | 2,625,000 | (2)        |  |  | 8.35  | %
|Stephen J. Hansbrough                                           |  |                      | 746,750   | (3)        |  |  | 2.39  | %
|Gino Chouinard                                                  |  |                      | 128,486   | (4)        |  |  | *     |  
|Donna L. Taylor                                                 |  |                      | 135,626   | (5)        |  |  | *     |  
|David J. McLachlan                                              |  |                      | 199,545   | (6)        |  |  | *     |  
|Thomas W. Archibald                                             |  |                      | 240,100   | (7)        |  |  | *     |  
|Joseph L. Gitterman, III                                        |  |                      | 334,764   | (8)        |  |  | 1.09  | %
|Michel Labadie                                                  |  |                      | 2,219,468 | (9)        |  |  | 6.89  | %
|Pierre Bourgie                                                  |  |                      | 1,852,696 | (10)       |  |  | 5.75  | %
|All directors and executive officers as a group
    (9 persons) |  |                      | 7,145,580 | (11)       |  |  | 20.59 | %
|                                                               



| |     |                                                                                                                                                                                                                                                                                                      
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | The named individuals have both investment power
    and voting power with respect to all securities listed as
    beneficially owned by them.                                                                                                                                                       
|
| | (2) | Includes 310,000 shares of Common Stock subject
    to options, and 695,000 shares of Common Stock subject to
    warrants acquired as part of private placements, which are
    currently exercisable (or exercisable within 60 days).                                                              
|
| | (3) | Includes (i) 643,750 employee stock options
    which are currently exercisable (or exercisable within
    60 days) and (ii) 100,000 shares of common stock
    issuable upon the exercise of common stock purchase warrants
    acquired as part of a private placement.                            
|
| | (4) | Includes 124,595 employee stock options which are
    currently exercisable (or exercisable within 60 days).                                                                                                                                                                                         
|
| | (5) | Includes 135,626 employee stock options which are
    currently exercisable (or exercisable with 60 days).                                                                                                                                                                                           
|
| | (6) | Includes (i) 35,500 shares of Common Stock
    issuable upon the exercise of non-qualified options, all of
    which are currently exercisable, and (ii) 50,000 shares of
    common stock issuable upon the exercise of common stock purchase
    warrants acquired as part of a private placement. 
|
| | (7) | Includes (i) 33,500 shares of Common Stock
    issuable upon the exercise of non-qualified options, all of
    which are currently exercisable, and (ii) 50,000 shares of
    common stock issuable upon the exercise of common stock purchase
    warrants acquired as part of a private placement. 
|
| | (8) | Includes (i) 29,500 shares of Common Stock
    issuable upon the exercise of non-qualified options, all of
    which are currently exercisable, and (ii) 150,000 shares of
    common stock issuable upon the exercise of common stock purchase
    warrants acquired as part of a private placement.

9



---



##### 





|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(9)  | Includes 1,485,540 shares of Common Stock and
    106,110 shares of common stock subject to options which are
    currently exercisable (or exercisable within 60 days) held
    by Les Partenaires de Montréal, s.e.c. Michel Labadie is a
    director of Les Partenaires de Montréal Inc., general
    partner for Les Partenaires de Montréal, s.e.c. Also
    includes 733,928 shares plus 160,000 shares which may be
    acquired upon the exercise of warrants held by Gestion Fremican
    Inc. Michel Labadie is a shareholder and director of Gestion
    Fremican Inc. Also includes 42,685 shares of Common Stock
    issuable to Mr. Labadie upon the exercise of options which
    are currently exercisable.  
|    
|(10) | Includes 1,485,540 shares of Common Stock and
    106,110 shares of common stock subject to options which are
    currently exercisable (or exercisable within 60 days) held
    by Les Partenaires de Montréal, s.e.c. Pierre Bourgie is a
    director of Les Partenaires de Montréal Inc., general
    partner for Les Partenaires de Montréal, s.e.c. Also
    includes 76,046 plus 160,000 shares of Common Stock which may be
    acquired upon the exercise of warrants held by 175778 Canada
    Inc. Pierre Bourgie is a shareholder and director of 175778
    Canada Inc. Also includes 25,000 shares of Common Stock issuable
    to Mr. Bourgie upon the exercise of options which are
    currently exercisable.
|    
|(11) | Includes 2,693,266 shares of Common Stock
    issuable upon the exercise of options and warrants which are
    currently exercisable (or exercisable within 60 days). The
    1,485,540 shares of Common Stock and 106,110 shares of Common
    Stock subject to options held by Les Partenaires de
    Montréal, s.e.c. with respect to which Messrs. Labadie
    and Bourgie are beneficial owners are counted once for purposes
    of this calculation.                                                                                                                                                                                                                                                                   



| |   |                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | * | Percent of class is calculated as a percentage of
    issued and outstanding Common Stock and Exchangeable Shares
    (excluding Exchangeable Shares owned by the Company and its
    subsidiaries).

10



---



##### 



The following table sets forth certain
information regarding the Companys equity compensation
plans as of December 27, 2003:

|                             |  |                      |           |                      |  |                       |      |  |  |  |           |    
|---------------------------- |  | -------------------- | --------- | -------------------- |  | --------------------- | ---- |  |  |  | --------- | ---
|                            
|                            
|                             |  | Number of securities
|                             |  | remaining available 
|                             |  | Number of Securities |           |                      |  | for future issuance  
|                             |  | to be issued upon    |           | Weighted-average     |  | under equity         
|                             |  | exercise of          |           | exercise price of    |  | compensation plans   
|                             |  | outstanding options, |           | outstanding options, |  | (excluding securities
|                             |  | warrants and rights  |           | warrants and rights  |  | reflected in column  
|Plan Category                |  | (a)                  |           | (b)                  |  | (a) (c)              
|                            
|                            
|Equity compensation plans    |  |                      |           |                      |  |                       |      |  |  |  |           |    
|approved by security holders |  |                      | 2,874,509 |                      |  | $                     | 1.74 |  |  |  | 1,493,018 | (1)
|                            
|                            
|Equity compensation plans    |  |                      |           |                      |  |                       |      |  |  |  |           |    
|not approved by security     |  |                      |           |                      |  |                       |      |  |  |  |           |    
|holders for employees        |  |                      | 513,246   | (2)                  |  | $                     | 2.06 |  |  |  |          |    
|                            
|                            
|Total equity compensation    |  |                      |           |                      |  |                       |      |  |  |  |           |    
|plans approved and not       |  |                      |           |                      |  |                       |      |  |  |  |           |    
|approved by security holders |  |                      |           |                      |  |                       |      |  |  |  |           |    
|for employees                |  |                      | 3,387,755 |                      |  | $                     | 1.78 |  |  |  | 1,493,018 |    
|                            
|                            
|Equity compensation plans    |  |                      |           |                      |  |                       |      |  |  |  |           |    
|approved and not approved    |  |                      |           |                      |  |                       |      |  |  |  |           |    
|by security holders for      |  |                      |           |                      |  |                       |      |  |  |  |           |    
|non employees                |  |                      | 231,700   | (2)                  |  | $                     | 3.34 |  |  |  |          |    
|                            



| |     |                                                                                                                                                                                                                                                                                                                                       | 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (1) | The plans authorize an annual increase in
    authorized shares equal to 10% of the number of shares
    authorized as of the prior year.                                                                                                                                                                                             | 
|
| | (2) | Consists of non-qualified options granted outside
    the Companys 1987 Stock Option Plan and 1995 Flexible
    Stock Plan in 1993, 1995, 1996, 1999, 2001 and 2003 and
    non-employee director options granted under the Non-Employee
    Director Plan (see Note 10B) and outside of the Non
    Employee Director Plan in 2003. | 

The material features of the outstanding options
which were granted outside the 1987 Stock Option Plan and 1995
Flexible Stock Plan are as follows:

1999 Non-plan Option Grants:

An option to purchase 100,000 shares of common
stock was granted to Dr. Paul A. Brown, the Companys
Chairman of the Board of Directors, pursuant to his employment
contract, at an exercise price of $3.875, which was equal to the
closing price of Common Stock as reported on the American Stock
Exchange of the shares on the effective date of his employment
contract. The options vest at a rate of 25% per year and have a
ten-year life.

An option to purchase 113,246 shares of common
stock was granted to Stephen J. Hansbrough, the Companys
Chief Executive Officer, pursuant to his employment contract, at
an exercise price of $3.875, which was equal to the closing
price of Common Stock as reported on the American Stock Exchange
of the shares on the effective date of his employment contract.
The options vest at a rate of 25% per year and have a ten-year
life.

11



---



##### 



2001 Non-plan Option Grant:

An option to purchase 300,000 shares of common
stock was approved by the Board of Directors and granted to
Stephen J. Hansbrough, the Companys Chief Executive
Officer, at an exercise price of $0.77, which was equal to the
closing price of Common Stock as reported on the American Stock
Exchange of the shares on the grant date. The options vested
immediately and have a ten-year life.

2003 Non-plan Option Grant:

An option to purchase 125,000 shares of common
stock was granted to the Board of Directors, at an exercise
price of $0.35, which was equal to the closing price of the
Common Stock as reported on the American Stock Exchange of the
shares on the grant date. The options vest after one year and
have a ten-year life.

Other Non-plan Option Grants:

Options to purchase 76,700 shares of common stock
were approved by the Board of Directors and granted to various
employees and consultants between 1993 and 1996, at exercise
prices ranging from $10.00 to $20.00, which were equal to the
closing prices of the Common Stock on the grant dates. These
options are fully vested and have a ten year life.



|         |                                                   
|-------- | --------------------------------------------------
|Item 13. | Certain Relationships and Related
    Transactions

Helix, the Companys subsidiary, has entered
into a Financial Services Consulting Agreement with Les
Partenaires de Montréal Conseils, Inc. dated
December 15, 2000. Pursuant to this agreement, the sum of
CDN$20,000 is payable on a quarterly basis to Les Partenaires de
Montréal Conseils, Inc. by Helix, such payments ending on
December 15, 2005. Also under this agreement, on
June 1, 2001, Helix granted to Les Partenaires de
Montréal, s.e.c., options to purchase 300,000 common shares
of Helix (equivalent to 106,110 shares of Common Stock of
HearUSA) at an exercise price of CDN$1.45 per share (US$2.69)
for an exercise period ending December 15, 2005. The
options are all outstanding on the date of the present filing.
Les Partenaires de Montréal, s.e.c., having offices located
at 1980 René-Lévesque West, in Montreal, Quebec,
Canada is a major shareholder of Les Partenaires de
Montréal Conseils, Inc. and a principal shareholder of the
Company. Messrs. Labadie and Bourgie are directors of and
otherwise control Les Partenaires de Montréal Conseils
Inc., general partner for Les Partenaires de Montréal,
s.e.c.

On October 3, 2003, the Company completed an
interim financing in the form of a private placement of
$2,000,000 in unsecured notes and common stock purchase
warrants. Dr. Brown purchased notes in the aggregate
principal amount of $600,000 and warrants to purchase 240,000
shares of Common Stock. Each of Gestion Fremican Inc., of which
Mr. Labadie is a shareholder and director, and 175778
Canada Inc., of which Mr. Bourgie is a shareholder and
director, purchased notes in the aggregate principal amount of
$400,000 and warrants to purchase 160,000 shares of Common
Stock. The notes have been fully repaid and are no longer
outstanding.

The Companys Board of Directors approved
all of the transactions described above.

12



---



##### 



|         |                                            
|-------- | -------------------------------------------
|Item 14. | Principal Accountants Fees and
    Services

The following table presents fees paid to BDO
Seidman, LLP for services rendered during the last two fiscal
years:

|                   |       |      |         |         |  |   |         |         | 
|------------------ | ----- | ---- | ------- | ------- |  | - | ------- | ------- | 
|                   |       | 2003 |         | 2002   
|                   |       |      |         |        
|Audit fees         |       | $    | 252,600 |         |  | $ | 448,300 |        
|Audit-related fees |       |      | 49,900  |         |  |   | 20,100  |        
|Tax fees           |       |      | 86,700  |         |  |   | 90,700  |        
|All other fees     |       |      | 0       |         |  |   | 0       |        
|                   |       |      |         |         |  |   |         |        
|                   | Total |      | $       | 389,200 |  |   | $       | 559,100 | 

Audit fees consisted principally of professional
services rendered by BDO Seidman, LLP for the audit of our
annual financial statements for the fiscal year ended
December 27, 2003 and for the reviews of the financial
statements included in our Quarterly Reports on Form 10-Q
for that fiscal year.

Audit-related fees consisted principally of
professional service rendered for audits of the Companys
employee benefit plans and various accounting consultations.

Tax fees consisted of services rendered in
connection with the preparation and review of federal, state,
local, franchise and other tax returns and consultations as to
the tax treatment of transactions or events and the actual
and/or potential impact of final or proposed tax laws, rules,
regulations or interpretations by tax authorities.

The Companys Audit Committee considered and
determined that the non-audit services provided by the
Companys auditors in connection with the year ended
December 27, 2003 were compatible with maintaining the
auditors independence.

The Company has adopted a pre-approval policy
requiring that the Audit Committee pre-approve all audit and
non-audit services performed by the Companys independent
auditors. Under the policy, some services may be pre-approved
without consideration of specific case-by-case services, while
others require the specific pre-approval of the Audit Committee.
Annual audit services are subject to the specific pre-approval
of the Audit Committee.

13



---



##### 



PART IV



|         |                                                                    
|-------- | -------------------------------------------------------------------
|Item 15. | Exhibits, Financial Statement Schedules,
    and Report on Form 8-K

(a) (1) The following financial
statements are filed as part of this report:



| |     |                                                                               
| | --- | ------------------------------------------------------------------------------
| | (i) | Consolidated Balance Sheets as of
    December 27, 2003 and December 28, 2002.



| |      |                                                                                                                              
| | ---- | -----------------------------------------------------------------------------------------------------------------------------
| | (ii) | Consolidated Statements of Operations for the
    years ended December 27, 2003, December 28, 2002 and
    December 29, 2001.



| |       |                                                                                                                                                   
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) | Consolidated Statements of Changes in
    Stockholders Equity for the years ended December 27,
    2003, December 28, 2002 and December 29, 2001.



| |      |                                                                                                                              
| | ---- | -----------------------------------------------------------------------------------------------------------------------------
| | (iv) | Consolidated Statements of Cash Flows for the
    years ended December 27, 2003, December 28, 2002 and
    December 29, 2001.



| |                                                    
| | ---------------------------------------------------
| | (v) Notes to Consolidated Financial
    Statements.



| |                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------
| | (2) The following financial statement
    schedule is filed as part of this report and contained on
    page 64.

|            |  |                                  
|----------- |  | ---------------------------------
|Schedule II |  | Valuation and Qualifying Accounts
|            |  |                                  

14



---



##### 





| |              
| | -------------
| | (3) Exhibits:

| |     |  |  |                                                                                                                                                                                                                                                                                                                                
| | --- |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2.1 |  |  | The Amended and Restated Merger Agreement, dated
    November 6, 2001, between HEARx and Helix Hearing Care of
    America Corp. (incorporated herein by reference as
    Exhibit 2.1 to the Companys Joint Proxy Statement/
    Prospectus on Form S-4 (Reg. No. 333-73022)).                                                
| | 2.2 |  |  | Interim Order issued by the Superior Court of
    Quebec and Notice of Application (incorporated herein by
    reference as Exhibit 2.2 to the Companys Joint Proxy
    Statement/ Prospectus Form S-4 (Reg. No. 333-73022)).                                                                                                 
| | 2.3 |  |  | Plan of Arrangement, including exchangeable share
    provisions (incorporated herein by reference as Exhibit 2.3
    to the Companys Joint Proxy Statement/ Prospectus on
    Form S-4 (Reg. No. 333-73022)).                                                                                                                
| | 3.1 |  |  | Restated Certificate of Incorporation of HEARx
    Ltd., including certain certificates of designations,
    preferences and rights of certain preferred stock of the Company
    (incorporated herein by reference as Exhibit 3 to the
    Companys Current Report on Form 8-K, filed
    May 17, 1996 (File No. 001-11655)).
| | 3.2 |  |  | Amendment to the Restated Certificate of
    Incorporation (incorporated herein by reference as
    Exhibit 3.1A to the Companys Quarterly Report on
    Form 10-Q for the period ended June 28, 1996 (File
    No. 001-11655)).                                                                                              
| | 3.3 |  |  | Amendment to Restated Certificate of
    Incorporation including one for ten reverse stock split and
    reduction of authorized shares (incorporated herein as
    Exhibit 3.5 to the Companys Quarterly Report on
    Form 10-Q for the period ending July 2, 1999 (File
    No. 001-11655)).                               
| | 3.4 |  |  | Amendment to Restated Certificate of
    Incorporation including an increase in authorized shares and
    change of name (incorporated herein by reference as
    Exhibit 3.1 to the Companys Current Report on
    Form 8-K, filed July 17, 2002 (File
    No. 001-11655)).                                                  
| | 3.5 |  |  | Certificate of Designations, Preferences and
    Rights of the Companys 1999 Series H Junior
    Participating Preferred Stock (incorporated herein by reference
    as Exhibit 4 to the Companys Current Report on
    Form 8-K, filed December 17, 1999 (File
    No. 001-11655)).                                         
| | 3.6 |  |  | Certificate of Designations, Preferences and
    Rights of the Companys Special Voting Preferred Stock
    (incorporated herein by reference as Exhibit 3.2 to the
    Companys Current Report on Form 8-K, filed
    July 19, 2002 (File No. 001-11655)).                                                                   
| | 3.7 |  |  | Amendment to Certificate of Designations,
    Preferences and Rights of the Companys 1999 Series H
    Junior Participating Preferred Stock (incorporated herein by
    reference as Exhibit 4 to the Companys Current Report
    on Form 8-K, filed July 17, 2002 (File
    No. 001-11655)).                                
| | 3.8 |  |  | Certificate of Designations, Preferences and
    Rights of the Companys 1998-E Convertible Preferred Stock
    (incorporated herein by reference as Exhibit 4.1 to the
    Companys Current Report on Form 8-K, filed
    August 28, 2003 (File No. 001-11655)).                                                             
| | 3.9 |  |  | Amended and Restated By-Laws of HearUSA, Inc.
(incorporated herein by reference as Exhibit 3.9 to the
Companys Annual Report on Form 10-K for the year ended December
28, 2002 (File No. 001-11655)).                                                                                                                         
| | 4.1 |  |  | Specimen of Certificate representing Common Stock
    (incorporated herein by reference as Exhibit 4.1 to the
    Companys Registration Statement on Form S-18, filed
    September 4, 1987 (Registration No. 33-17041-NY)).                                                                                                  
| | 4.2 |  |  | Securities Purchase Agreement, dated
    August 27, 1998, between HEARx Ltd. and each purchaser set
    forth on the signature pages thereto (incorporated herein by
    reference as Exhibit 4.1 to the Companys Current
    Report on Form , filed August 27, 1998 (Registration
    No. 001-11655)).                       
| | 4.3 |  |  | Registration Rights Agreement, dated
    August 27, 1998, between HEARx Ltd. and each purchaser set
    forth on the signature pages thereto (incorporated herein by
    reference as Exhibit 4.2 to the Companys Current
    Report on Form 8-K, filed August 27, 1998
    (Registration No. 001-11655)).                    
| | 4.4 |  |  | Form of Placement Agent Warrant (to purchase up
    to 1,125,000 shares of Common Stock at an exercise price equal
    to $1.80 per share) (incorporated herein by reference as
    Exhibit 4.3 to the Companys Current Report on
    Form 8-K, filed August 27, 1998 (Registration
    No. 001-11655)).                      
| | 4.5 |  |  | Securities Purchase Agreement, dated May 9,
    2000, between HEARx Ltd. and each of the purchasers set forth on
    the signature pages thereto (incorporated herein by reference as
    Exhibit 4.1 to the Companys Current Report on
    Form 8-K, filed May 9, 2000 (Registration
    No. 001-11655)).                    

15



---



##### 



| |      |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ---- |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 4.6  |  |  | Registration Rights Agreement, dated May 9,
    2000, between HEARx Ltd. and each of the purchasers set forth on
    the signatures pages thereto (incorporated herein by reference
    as Exhibit 4.2 to the Companys Current Report on
    Form 8-K, filed May 9, 2000 (Registration
    No. 001-11655)).                                                                                                    
| | 4.7  |  |  | Form of Placement Agent Warrant (to purchase up
    to 203,390 shares of Common Stock at an exercise price equal to
    $4.46 per share) (incorporated herein by reference as
    Exhibit 4.3 to the Companys Current Report on
    Form 8-K, filed May 9, 2000 (Registration
    No. 001-11655)).                                                                                                             
| | 4.8  |  |  | Exchange and Redemption Agreement, dated as of
    December 4, 2001, by and between HEARx and Advantage Fund
    II Ltd. (incorporated herein by reference as Exhibit 10.1
    to the Companys Current Report on Form 8-K, filed
    December 26, 2001 (Registration No. 001-11655)).                                                                                                                          
| | 4.9  |  |  | Registration Rights Agreement, dated as of
    December 13, 2001, by and between HEARx and Advantage
    Fund II Ltd. (incorporated herein by reference as
    Exhibit 10.3 to the Companys Current Report on
    Form 8-K, filed December 26, 2001 (Registration
    No. 001-11655)).                                                                                                                         
| | 4.10 |  |  | Escrow Agreement, dated as of December 13,
    2001, by and among HEARx, Advantage Fund II Ltd. and
    American Stock Transfer & Trust Company, as Escrow
    Agent (incorporated herein by reference as Exhibit 10.2 to
    the Companys Current Report on Form 8-K, filed
    December 26, 2001 (Registration No. 001-11655)).                                                                              
| | 4.11 |  |  | Release, dated as of December 13, 2001, by
    and between HEARx and Advantage Fund II Ltd. (incorporated
    herein by reference as Exhibit 10.4 to the Companys
    Current Report on Form 8-K, filed December 26, 2001
    (Registration No. 001-11655)).                                                                                                                                                   
| | 4.12 |  |  | Amended and Restated Rights Agreement, dated
    July 11, 2002 between HEARx and the Rights Agent, which
    includes an amendment to the Certificate of Designations,
    Preferences and Rights of the Companys 1999 Series H
    Junior Participating Preferred Stock (incorporated herein by
    reference as Exhibit 4.9.1 to the Companys Joint
    Proxy/ Prospectus on Form S-4 (Reg. No. 333-73022)).
| | 4.13 |  |  | Form of Support Agreement among HEARx Ltd., HEARx
    Canada, Inc. and HEARx Acquisition ULC (incorporated herein by
    reference as Exhibit 99.3 to the Companys Joint Proxy
    Statement/ Prospectus on Form S-4 (Reg No. 333-73022)).                                                                                                                                                                     
| | 4.14 |  |  | Form of Warrant to purchase Common Stock issued
    in connection with March 29, 2002 private placement
    (incorporated herein by reference as Exhibit 10.2 to the
    Companys Quarterly Report on Form 10-Q for the period
    ended June 28, 2002).                                                                                                                                                       
| | 4.15 |  |  | Form of Investor Warrant to purchase Common Stock
    issued in connection with October 1, 2003 private placement.                                                                                                                                                                                                                                                                                              
| | 4.16 |  |  | Form of 2003 Convertible Subordinated Note due
    November 30, 2008 (incorporated herein by reference as
    Exhibit 4.1 to the Companys Current Report on
    Form 8-K, filed December 31, 2003).                                                                                                                                                                                                            
| | 4.17 |  |  | Form of Five-Year Warrant to purchase Common
    Stock (incorporated herein by reference as Exhibit 4.2 to
    the Companys Current Report on Form 8-K, filed
    December 31, 2003).                                                                                                                                                                                                                          
| | 9.1  |  |  | Form of Voting and Exchange Trust Agreement among
    HearUSA, Inc., HEARx Canada, Inc and HEARx Acquisition ULC and
    ComputerShare Trust Company of Canada (incorporated herein by
    reference as Exhibit 9.1 to the Companys Joint Proxy
    Statement/ Prospectus on Form S-4 (Reg.
    No. 333-73022)).                                                                                               
| | 10.1 |  |  | HEARx Ltd. 1987 Stock Option Plan (incorporated
    herein by reference as Exhibit 10.11 to the Companys
    Registration Statement of Form S-18 (Reg.
    No. 33-17041-NY))#                                                                                                                                                                                                                                  
| | 10.2 |  |  | HEARx Ltd. Stock Option Plan for Non-Employee
    Directors and (b) Form of Option Agreement (incorporated
    herein by reference as Exhibits 10.35 and 10.48 to
    Post-Effective Amendment No. 1 to the Companys
    Registration Statement of Form S-18 (Reg.
    No. 33-17041-NY))#                                                                                                                      
| | 10.3 |  |  | 1995 Flexible Employee Stock Plan (incorporated
    herein by reference as Exhibit 4 to the Companys 1995
    Proxy Statement)#                                                                                                                                                                                                                                                                                
| | 10.4 |  |  | Executive Employment Agreement, dated
    December 14, 1999 with Dr. Paul A. Brown (incorporated
    herein by reference as an exhibit to the Companys Current
    Report on Form 8-K, filed December 17, 1999)#                                                                                                                                                                                               
| | 10.5 |  |  | Executive Employment Agreement, dated
    December 14, 1999 with Stephen J. Hansbrough (incorporated
    herein by reference as an exhibit to the Companys Current
    Report on Form 8-K, filed December 17, 1999)#                                                                                                                                                                                           

16



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##### 



| |       |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ----- |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.6  |  |  | Credit Agreement, dated December 7, 2001
    between HEARx Ltd and Siemens Hearing Instruments, Inc
    (incorporated herein by reference as Exhibit 10.1 to the
    Companys Current Report on Form 8-K, filed
    December 26, 2001)                                                                                                                                                                            
| | 10.7  |  |  | Security Agreement, dated December 7, 2001
    between HEARx Ltd and Siemens Hearing Instruments, Inc
    (incorporated herein by reference as Exhibit 10.2 to the
    Companys Current Report on Form 8-K,
    December 26, 2001)                                                                                                                                                                                
| | 10.8  |  |  | Supply Agreement, dated December 7, 2001
    between HEARx Ltd and Siemens Hearing Instruments, Inc
    (incorporated herein by reference as Exhibit 10.3 to the
    Companys Current Report on Form 8-K,
    December 26, 2001)                                                                                                                                                                                  
| | 10.9  |  |  | Form of Stock Purchase Agreement dated
    March 29, 2002 by and between HEARx Ltd and each purchaser
    named therein (incorporated herein by reference as
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q for the period ended June 28, 2002).                                                                                                                                              
| | 10.10 |  |  | Form of HearUSA 2002 Flexible Stock Plan
    (incorporated herein by reference as Exhibit 10.9 to the
    Companys Joint Proxy Statement/ Prospectus on
    Form S-4 (Reg. No. 333-73022)#                                                                                                                                                                                                                        
| | 10.11 |  |  | Subscription Agreement, dated January 14,
    2002, between HEARx Ltd. and Helix Hearing Care of America Corp.
    (incorporated herein by reference as Exhibit 10.17 to the
    Companys Joint Proxy Statement/ Prospectus on
    Form S-4 (Reg. No. 333-73022)).                                                                                                                                                
| | 10.12 |  |  | Credit Agreement dated as of April 30, 2002,
    among HEARx Ltd., Helix Hearing Care of America, Corp. and each
    of its direct and indirect subsidiaries (incorporated herein by
    reference as Exhibit 10.18 to the Companys Joint
    Proxy Statement/ Prospectus on Form S-4 (Reg.
    No. 333-73022)).                                                                                                  
| | 10.13 |  |  | Form of Master Security Agreement Collateral
    Assignment and Equity Pledge among HEARx Ltd., Helix Hearing
    Care of America Corp. and each of its direct and indirect
    subsidiaries, and Cousineau, Doucet, Parent, Forget
    Audioprothesistes s.e.n.c. (incorporated herein by reference as
    Exhibit 10.19 to the Companys Joint Proxy Statement/
    Prospectus on Form S-4 (Reg. No. 333-73022)).
| | 10.14 |  |  | Form of Owners Equity Pledge and Security
    Agreement among HEARx Ltd., Steve Forget and Cousineau, Doucet,
    Parent, Forget Audioprothesistes s.e.n.c. (incorporated herein
    by reference as Exhibit 10.20 to the Companys Joint
    Proxy Statement/ Prospectus on Form S-4 (Reg.
    No. 333-73022)).                                                                                                  
| | 10.15 |  |  | Amendment to Security Agreement, dated
    March 12, 2003 between HearUSA, Inc. and Siemens Hearing
    Instruments, Inc. (incorporated herein by reference as
    Exhibit 10.2 to the Companys Form 10Q for the
    period ended March 29, 2003).                                                                                                                                                                
| | 10.16 |  |  | Amendment to Credit Agreement, dated
    March 12, 2003 between HearUSA, Inc. and Siemens Hearing
    Instruments, Inc. (incorporated herein by reference as
    Exhibit 10.1 to the Companys Form 10-Q for the
    period ended March 29, 2003).                                                                                                                                                                 
| | 10.17 |  |  | Asset Purchase and Sale Agreement dated
    July 15, 2003 between Helix Hearing Care of America Corp.,
    Forget & Sauve, Audioprothesistes, S.E.N.C. and 6068065
    Canada Inc. (incorporated by reference as Exhibit 10.1 to
    the Companys Current Report on Form 8-K, filed
    July 24, 2003).                                                                                                           
| | 10.18 |  |  | Exchange Agreement by and between HearUSA, Inc.,
    Zanett Lombardier Master Fund, LLC and The San Miguel Trust
    dated as of August 26, 2003 (incorporated herein by
    reference as Exhibit 4.1 to the Companys Current
    Report on Form 8-K, filed August 28, 2003 (File
    No. 001-11655)).                                                                                                            
| | 10.19 |  |  | Form of securities purchase letter agreement
    dated October 1, 2003, between HearUSA, Inc. and each of
    the subscriber signatories thereto.                                                                                                                                                                                                                                                                  
| | 10.20 |  |  | Purchase Agreement dated December 12, 2003
    and December 18, 2003 by and among HearUSA, Inc. and the
    purchasers named therein (incorporated by reference to the
    Companys Current Report on Form 8-K, filed
    December 31, 2003).                                                                                                                                                                     
| | 10.21 |  |  | Form of Registration Rights Agreement by and
    among HearUSA, Inc. and the purchasers named in the Purchase
    Agreement dated December 12, 2003 and December 18,
    2003 (incorporated by reference to the Companys Current
    Report on Form 8-K, filed December 31, 2003).                                                                                                                                
| | 21    |  |  | List of Subsidiaries*                                                                                                                                                                                                                                                                                                                                                                                              
| | 23    |  |  | Consent of Certified of Independent Public
    Accountants*                                                                                                                                                                                                                                                                                                                                                        
| | 31.1  |  |  | CEO Certification, pursuant to Section 302
    of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                   

17



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##### 



| |      |  |  |                                                                                         
| | ---- |  |  | ----------------------------------------------------------------------------------------
| | 31.2 |  |  | CFO Certification, pursuant to Section 302
    of the Sarbanes-Oxley Act of 2002        
| | 32.1 |  |  | CEO and CFO Certification, pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002



---



|  |                                                                              
|- | -----------------------------------------------------------------------------
|# | Denotes compensatory plan or arrangement for
    Company officer or director.
|* | Previously Filed.                                                            

(b) Reports on Form 8-K :

Current Report on Form 8-K (Items 7 and 12)
filed October 9, 2003.

Current Report on Form 8-K (Items 7 and 12)
filed November 7, 2003.

18



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##### 



SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



| |             
| | ------------
| | HearUSA Inc.
| | (Registrant)

|                   |  |     |  |                                                                                 
|------------------ |  | --- |  | --------------------------------------------------------------------------------
|Date: May 25, 2004 |  | By: |  | /s/ Stephen J. Hansbrough     Stephen J. Hansbrough
     Chief Executive Officer

19