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