AVITAR, INC.
65 DAN ROAD
CANTON, MA 02021
June 12, 2006
Securities and Exchange Commission
Division of Corporation Finance, Mail Stop 6010
Washington, D.C. 20549
Attn: Russell Mancuso
Branch Chief (By EDGAR Correspondence)
RE: Avitar, Inc.
Registration Statement on Form SB-2/A Filed on May
19, 2006 and Amended on June 7, 2006
File No. 333-134302
Ladies and Gentlemen:
In regard to the above-referenced Registration Statement, and pursuant to
Rule 461 under the Securities Act of 1933, the registrant hereby requests
acceleration of the effective date to 2 PM on June 14, 2006 or as soon
thereafter as practicable.
In accordance with Rule 461, the registrant hereby confirms that it is
aware of its responsibilities under the Securities Act of 1933 and the
Securities Exchange Act of 1934 as they relate to the proposed public offering.
Further, the registrant hereby acknowledges that:
* Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* The action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* The company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
Please contact our counsel, Eugene M. Cronin, Esq. at Dolgenos Newman &
Cronin LLP at (212) 925-2800 ext. 210 with any questions concerning this
request.
Sincerely,
/s/J. C. LEATHERMAN
------------------------
J. C. Leatherman,
CFO
cc (via fax): Tom Jones, Examiner