SecProbe.io

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

                                                               December 9, 2005

BY FAX 202-772-9218

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 and December 5, 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 proposed 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  proposes to amend 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  proposes  to amend the Table in  Proposal  No. 2 by
deleting the following:

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

In lieu of such  deletion,  the Company  proposes to substitute 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"

Tne 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.

It is important  for the  shareholders  to receive the Proxy  Statement  well in
advance of the Annual Meeting, now scheduled for January 10, 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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