SecProbe.io

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

                                                             December 13, 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,
                                    November 22, December 5 and
                                    December 13, 2005
                             File No. 1-15695
                             Letter dated December 6, 2005

Gentlemen:

     On behalf of our client,  Avitar, Inc. ("Avitar" or the "Company"),  we are
responding to the comment contained in the staff's letter dated December 6, 2005
(the  "Comment  Letter")  and the  telephone  conference  we had with the  staff
yesterday,  and we are also  providing  disclosure  for the revised  Preliminary
Proxy Statement with a view toward facilitating your review.

Terms of September 2005 Private Placement

As mentioned in our letter dated  December 7, 2005,  in response to the comments
received,  the Company withdrew its Registration Statement on Form S-3 (File No.
333-128549)  by filing its  application  pursuant to Rule 477. In addition,  the
Company is also  renegotiating  the terms of the transaction with the investors,
but  these  renegotiations  do not  extend to the  basic  economic  terms of the
transaction.  Specifically,  the parties are  renegotiating  so that shareholder
approval  will not be a  condition  to  funding  of the final $1  million of the
transaction  and the rights of the investors will not be assignable  until after
the required Registration Statement has been declared effective by the SEC.

In addition, the Company amended its Preliminary Proxy Materials by inserting in
Proposal No. 2 the following revised first paragraph under the heading "Terms of
September 2005 Private Placement":

     "Terms of September 2005 Private  Placement.  The Company  entered into the
     September  2005 $3  million  private  placement  of  convertible  notes and
     warrants  based  upon  a  Securities  Purchase  Agreement  with  accredited
     investors.  The  securities  to be issued in the private  placement  are $3
     million of 8% Secured  Convertible Notes and Warrants to purchase 6,000,000
     shares of the Company's  Common Stock in exchange for gross  proceeds of $3
     million, of which $1 million was paid in the first closing on September 23,
     2005. A second tranche of $1 million was paid after we filed a registration
     statement with respect to the shares  issuable upon conversion of the Notes
     and exercise of the Warrants.  On December 2, 2005, the Company  applied to
     the SEC to withdraw this registration statement.  In addition, the Company
     and the investors are  renegotiating  certain terms of the  transaction  so
     that  shareholder  approval will not be a condition to funding of the final
     $1  million  of the  transaction  and  assignability  of the  rights of the
     investors  will  be  further  restricted.  However,  the  Company  and  the
     investors  do not  expect  any  change in the basic  economic  terms of the
     transaction.  The Company will file  another  registration  statement  with
     respect to the shares issuable upon conversion of the Notes and exercise of
     the  Warrants  (the  "Registration  Statement").  The third  tranche  of $1
     million is to be paid when the  Registration  Statement is  effective.  The
     Notes are convertible  into Common Stock at 65% of the average of the three
     (3)  lowest  intraday  trading  prices  for the twenty  (20)  trading  days
     immediately  prior  to the  notice  of  conversion  and  the  Warrants  are
     exercisable at $0.25 per share."

In  addition,  the Company  amended the Table in Proposal  No. 2 by deleting the
following:

"Number of Shares underlying Notes for
  September 2005 Private Placement
    based on closing price on November 10, 2005         467,550,000    9,351,000

In lieu of such deletion,  the Company substituted the following in the Table in
Proposal No. 2:

"Number of Shares underlying previously
  Funded Notes in principal amount of
  $2 million for September 2005 Private Placement
    based on closing price on November 23, 2005         311,700,000   6,234,000

 Number of Shares underlying Note to be funded
  in future in principal amount of $1 million
  for September 2005 Private Placement
  based on closing price on November 23, 2005           155,850,000   3,117,000"

The Company  understands  and  acknowledges  that the review of its  Preliminary
Proxy  Materials  does not affect or limit the review,  or the scope or level of
review,  of  any  or all  subsequent  filings  of  Registration  Statements  for
securities  of the  Company,  whether  on  Form  S-3,  Form  SB-2,  Form  S-1 or
otherwise. In addition, the Company delivered the attached letter.

It is important  for the  shareholders  to receive the Proxy  Statement  well in
advance  of  the  Annual  Meeting,   now  re-scheduled  for  January  18,  2006.
Accordingly,  the Company  respectfully  requests review so that it may mail and
file its  Definitive  Proxy  Statement.  Please  call the  undersigned  at (212)
925-2800 if you have any questions.

                                        Sincerely,

                                        /s/Eugene M. Cronin
                                        Eugene M. Cronin
cc: (via fax) Tom Jones, Examiner

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                                  AVITAR, INC.
                                   65 Dan Road
                                Canton, MA 02021

                                                              December 13, 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,
                                     November 22, December 5 and
                                     December 13, 2005
                              File No. 1-15695
                              Letter dated December 6, 2005

Gentlemen:

In connection  with the  above-referenced  materials,  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.

                                             Sincerely,

                                             Avitar, Inc.

                                             By:  /s/Peter P. Phildius
                                                  Peter P. Phildius,
                                                  Chairman & CEO
cc:  Tom Jones, Examiner (By Fax)

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