Mail Stop 6010


      November 18, 2005

Peter P. Phildius
Chief Executive Officer
Avitar, Inc.
65 Dan Road
Canton, MA 02021

      Re: 	Avitar, Inc.
      Revised Preliminary Proxy Materials
      Filed November 14, 2005
      File No. 1-15695

Dear Mr. Phildius:

	We have limited our review to selected portions of your
preliminary proxy materials and we have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Purposes of the Reverse Stock Split
1. Please revise the first paragraph of this section to disclose
the
closing price as of the most recent practical date.

Terms of September 2005 Private Placement
2. As we commented upon in our November 8, 2005 comment letter
concerning your Form S-3, generally securities may not be
registered
for resale before the private placement is complete.  It appears
that
the consideration for the securities has not yet been paid, so
your
private placement is incomplete.  Please either (1) tell us why
you
believe your registration of the shares is appropriate at this
time,
citing all authority on which you rely, or (2) withdraw your
registration statement and complete your private placement.

Principal Effects of the Reverse Stock Split

3. Please refer to prior comment 1.  Please revise the first
column
of the table to quantify the extent to which you would have to
issue
shares for the notes based on the closing price of the most recent
practical date.  The first column should also clarify the extent
to
which you do not have enough authorized shares for such issuances
without the reverse stock split.  The second column should include
a
line item that discloses the number of shares you would have to
issue
for the notes after the reverse stock split.

       As appropriate, please revise your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the revised filing to expedite our review.  Please furnish a cover
letter with your amendment that keys your responses to our
comments
and provides any requested information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      Please contact Tom Jones at (202) 551-3602 or me at (202)
551-
3617 if you have questions.


      							Sincerely,



      							Russell Mancuso
      							Branch Chief

cc (via fax): Eugene M. Cronin, Esq.



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Avitar, Inc.
November 18, 2005
Page 2