SecProbe.io

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

                                                               December 7, 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 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

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.  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  the
terms of the transaction 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.  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 on November 10, 2005        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"

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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