SecProbe.io

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                          Dolgenos Newman & Cronin LLP
                     1001 Avenue of the Americas, 12th Floor
                               New York, NY 10018

                                                              November 23, 2005

BY EDGAR CORRESPONDENCE

Securities and Exchange Commission
Division of Corporation Finance, Mail Stop 6010
Washington, D.C. 20549

         Attention:  Russell Mancuso
                         Branch Chief

                           Re: Avitar, Inc.
                           Preliminary Proxy Materials
                           Filed October 18, November 14 and
                                November 22, 2005
                           File No. 1-15695
                           Letter dated November 18, 2005

Gentlemen:

     On behalf of our client,  Avitar, Inc. ("Avitar" or the "Company"),  we are
responding to the comments  contained in the letter dated November 18, 2005 (the
"Comment Letter") and we are supplementing our response  contained in our letter
dated  November 22, 2005.  Our references in this letter are to the headings and
comment numbers used in the Comment Letter.

Terms of September 2005 Private Placement
Comment No. 2

Despite the fact that $1 million of the consideration for the $3 million Notes
has not yet been paid to the Company, we believe that the registration of the
shares underlying the Notes and Warrants is appropriate at this time, based upon
Section 3S of the March 1999 telephone interpretations. As stated in that
Section:

"In a PIPE transaction (private-investment, public-equity), the staff will not
object if a company registers the resale of securities prior to their issuance
if the company has completed a Section 4(2)-exempt sale of the securities (or in
the case of convertible securities, of the convertible security itself) to the
investor, and the investor is at market risk at the time of filing of the resale
registration statement. The investor must be irrevocably bound to purchase a set
number of securities for a set purchase price that is not based on market price
or a fluctuating ratio, either at the time of effectiveness of the resale
registration statement or at any subsequent date. When a company attempts to
register for resale shares of common stock underlying unissued, convertible
securities, the staff's PIPEs analysis applies to the convertible security, not
to the underlying common stock. There can be no conditions to closing that are
within an investor's control or that an investor can cause not to be satisfied.
For example, closing conditions in capital formation transactions relating to
the market price of the company's securities or the investor's satisfactory
completion of its due diligence on the company are unacceptable conditions. The
closing of the private placement of the unissued securities must occur within a
short time after the effectiveness of the resale registration statement."

In our  view,  the  investors  in  the  September  2005  private  placement  are
irrevocably  bound to purchase the $3 million of  securities  of the Company ($1
million  of which was paid at the  initial  closing  and $1 million of which was
paid shortly after the filing of the  Registration  Statement in accordance with
the  parties'  Registration  Rights  Agreement).  The only  conditions  to their
obligation to invest the total $3 million for the  specified  Notes and Warrants
are those set forth in Section 7 of the Securities Purchase  Agreement.  None of
the conditions in Section 7 are within the control of the investors  ("Buyers").
The Buyers  understand  that they are  irrevocably  bound,  have  absolutely  no
discretion  to back out of the  transaction,  are at complete  market risk,  all
based upon the foregoing  provisions of the Securities  Purchase  Agreement.

In regard to  assignment  of rights under the  Agreement,  Section 8(g) provides
that  "Neither  the  Company nor any Buyer shall  assign this  Agreement  or any
rights or obligations hereunder without the prior written consent of the other."
Of course, that section also provides:  "Notwithstanding the foregoing,  subject
to Section  2(f),  any Buyer may assign its rights  hereunder to any person that
purchases  Securities  in a  private  transaction  from a Buyer or to any of its
"affiliates," as that term is defined under the 1934 Act, without the consent of
the  Company."  While the second  sentence  appears to release  restrictions  on
transfers, Section 2(f) in fact limits any transfers. As stated in Section 2(f):

"The Buyer understands that (i) except as provided in the Registration Rights
Agreement, the sale or re-sale of the Securities has not been and is not being
registered under the 1933 Act or any applicable state securities laws, and the
Securities may not be transferred unless (a) the Securities are sold pursuant to
an effective registration statement under the 1933 Act, (b) the Buyer shall have
delivered to the Company an opinion of counsel reasonably acceptable to the
Company and its counsel that shall be in form, substance and scope customary for
opinions of counsel in comparable transactions to the effect that the Securities
to be sold or transferred may be sold or transferred pursuant to an exemption
from such registration, which opinion shall be accepted by the Company, (c) the
Securities are sold or transferred to an "affiliate" (as defined in Rule 144
promulgated under the 1933 Act (or a successor rule) ("Rule 144")) of the Buyer
who agrees to sell or otherwise transfer the Securities only in accordance with
this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold
pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S
under the 1933 Act (or a successor rule) ("Regulation S"), and the Buyer shall
have delivered to the Company an opinion of counsel reasonably acceptable to the
Company and its counsel that shall be in form, substance and scope customary for
opinions of counsel in corporate transactions, which opinion shall be accepted
by the Company; (ii) any sale of such Securities made in reliance on Rule 144
may be made only in accordance with the terms of said Rule and further, if said
Rule is not applicable, any re-sale of such Securities under circumstances in
which the seller (or the person through whom the sale is made) may be deemed to
be an underwriter (as that term is defined in the 1933 Act) may require
compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC thereunder; and (iii) neither the Company nor any other
person is under any obligation to register such Securities under the 1933 Act or
any state securities laws or to comply with the terms and conditions of any
exemption thereunder (in each case, other than pursuant to the Registration
Rights Agreement)."

In  summary,  it is our view for the  foregoing  reasons  that  the  Buyers  are
irrevocably  bound  to  purchase  in  accordance  with the  Securities  Purchase
Agreement  and the  assignment  of rights is  subject  to the limits set in that
Agreement which are typical in private placements.

The Company acknowledges that:

o    the Company is responsible  for the adequacy and accuracy of the disclosure
     in the filing;

o    staff  comments or changes to disclosure  in response to staff  comments do
     not  foreclose  the  Commission  from taking any action with respect to the
     filing; and

o    the Company may not assert  staff  comments as a defense in any  proceeding
     initiated by the Commission or any person under the federal securities laws
     of the United States.

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Please call the undersigned at (212) 925-2800 if you have any questions.

                                   Sincerely,

                                   Eugene M. Cronin

cc: (via fax) Tom Jones, Examiner
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