As filed with the Securities and Exchange Commission on July __, 2002

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                        --------------------------------
                                  AVITAR, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                      06-1174053
 (State or other jurisdiction of        (I.R.S. Employer Identification
incorporation or organization)                       Number)
                         ------------------------------
                                   65 Dan Road
                           Canton, Massachusetts 02021
                                 (781) 821-2440
                    (Address of Principal Executive Office)

                 Avitar, Inc. 2001 Employee Stock Purchase Plan
                   ---------------------------------------------
                            (Full Title of the Plan)

                                PETER P. PHILDIUS
                                   65 Dan Road
                         Canton, Massachusetts 02021
                                 (781) 821-2440

               (Name, Address, including zip code, and telephone,
                   including area code, of Agent for Service)

                       Copies to: EUGENE M. CRONIN, ESQ.
                          DOLGENOS NEWMAN & CRONIN LLP
                            NEW YORK, NEW YORK 10012
                                 (212) 925-2800

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
                                          Proposed     Proposed
                                          Maximum      Maximum
Title of Each Class       Amount to Be    Offering     Aggregate     Amount of
of Securities to be        Registered(1)  Price Per    Offering   Registration
   Registered                             Share(2)     Price           Fee(3)

Common Stock                1,000,000      $0.34      $ 340,000        $31.28
------------------------------------------------------------------------------
(1) The aggregate number of shares issuable under the Avitar, Inc. 2001
Employee Stock Purchase Plan.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and (c) under the Securities Act, based upon the average
of the high and low prices of the Company's shares as reported on the American
Stock Exchange on July 17, 2002.

(3) Computed in accordance with Section 6(b) of the Securities Act, by
multiplying 0.000092 by the proposed maximum aggregate offering price.

                                       -1-

<PAGE>

                    INFORMATION REQUIRED IN THE SECTION 10(a)
                                   PROSPECTUS


Documents containing information specified in Part I of Form S-8 will be sent or
given to eligible employees and consultants as required by Rule 428(b)(1).  Such
documents and documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II, taken  together,  constitute  a  prospectus  that
meets the  requirements  of  Section  10(a) of the  Securities  Act of 1933,  as
amended.  All such documents will be dated and maintained in a "prospectus file"
as  required  by  Rule  428(a)  and  will  contain  the  following  legend  in a
conspicuous place as directed by Rule 428(b)(1):

     This  document  (or  specifically  designated  portions  of this  document)
constitutes (constitute) part of a prospectus covering securities that have been
registered under the Securities Act of 1933.


                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE

The  following  documents  filed by Avitar,  Inc.  (the  "Registrant")  with the
Commission are incorporated in and made a part of this Registration Statement by
reference,  except to the extent that any  statement or  information  therein is
modified,  superseded  or replaced by a statement  or  information  contained in
another  subsequently filed document  incorporated herein by reference:  (1) the
Registrant's  Annual  Report on Form 10-KSB for the fiscal year ended  September
30, 2001; (2) the Registrant's Quarterly Reports on Form 10-QSB for the quarters
ending December 31, 2001, and March 31, 2002; and (3) from the date of filing of
such  documents,  all  documents  filed by the  Registrant  with the  Commission
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended  ("Exchange Act")  subsequent to the date of this  Registration
Statement  and  prior  to the  filing  of a  post-effective  amendment  to  this
Registration  Statement which indicates that all securities  offered hereby have
been sold or which de-registers all securities then remaining unsold.

ITEM 4: DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5: INTEREST OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6:  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section Seven of the  Registrant's  Certificate  of  Incorporation,  as

                                       -2-

<PAGE>



amended,  provides that the Registrant shall indemnify its officers,  directors,
employees  and  agents to the  fullest  extent  permitted  by  Delaware  General
Corporation   Law  (the  "DGCL").   Section  145  of  the  DGCL,   the  relevant
indemnification provision of the DGCL, provides as follows:

(a) A  corporation  may  indemnify  any  person  who  was  or is a  party  or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation, or is or was serving at the request of the corporation as director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust  or  other  enterprise,  against  expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with such action,  suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

(b) A  corporation  may  indemnify  any  person  who  was  or is a  party  or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

(c) To the extent that a director,  officer,  employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) of this section, or in defense
of any claim, issue or matter therein,  he shall be indemnified against expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith.

(d) Any  indemnification  under  subsections (a) and (b) of this section (unless
ordered by a court) shall be made by the  corporation  only as authorized in the
specific  case  upon a  determination  that  indemnification  of  the  director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections

                                       -3-

<PAGE>



(a) and (b) of this section.  Such determination shall be made (1) by a majority
vote of the  directors  who are not parties to such action,  suit or  proceeding
even though  less than a quorum,  or, (2) if there are no such  directors  or if
such directors so direct, by independent legal counsel in a written opinion,  or
(3) by the stockholders.

(e) Expenses  (including  attorneys' fees) incurred by an officer or director in
defending any civil,  criminal,  administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action,  suit or proceeding  upon receipt of an undertaking by or on behalf
of such  director  or  officer to repay such  amount if it shall  ultimately  be
determined  that he is not  entitled to be  indemnified  by the  corporation  as
authorized in this section.  Such expenses (including  attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions,  if
any, as the board of directors deems appropriate.

(f) The  indemnification  and  advancement  of expenses  provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking  indemnification  or  advancement  of
expenses may be entitled under any bylaw,  agreement,  vote of  stockholders  or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

(g) A corporation shall have power to purchase and maintain  insurance on behalf
of any  person  who is or was a  director,  officer,  employee  or  agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under this section.

(h) For purposes of this section, references to "the corporation" shall include,
in addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent)  absorbed in a consolidation  or merger which,
if its separate  existence had continued,  would have had power and authority to
indemnify its directors,  officers,  and employees or agents, so that any person
who is or was a  director,  officer,  employee  or  agent  of  such  constituent
corporation, or is or was serving at the request of such constituent corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving  corporation as he would
have with respect to such constituent  corporation if its separate existence had
continued.

(i) For  purposes  of this  section,  references  to "other  enterprises"  shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes  assessed on a person  with  respect to any  employee  benefit  plan;  and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director,  officer, employee or
agent  with  respect  to  any  employee   benefit  plan,  its   participants  or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably believed to be in the interests of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed to

                                       -4-

<PAGE>



the  best  interests  of the  corporation"  as  referred  to in this section.

(j) The  indemnification  and  advancement  of expenses  provided by, or granted
pursuant to, this section shall,  unless  otherwise  provided when authorized or
ratified,  continue  as to a person  who has ceased to be a  director,  officer,
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive  jurisdiction  to hear
and determine all actions for advancement of expenses or indemnification brought
under this  section  or under any  bylaw,  agreement,  vote of  stockholders  or
disinterested  directors,  or  otherwise.  The Court of Chancery  may  summarily
determine a corporation's  obligation to advance expenses (including  attorneys'
fees).

In  accordance  with  Section  102(b)(7)  of  the  DGCL,  Section  Seven  of the
Certificate  of  Incorporation,  as amended,  of the  Registrant  eliminates the
personal  liability  of the  Registrant's  directors to the  Registrant,  or its
stockholders  for  monetary  damages for breach of their  fiduciary  duties as a
director,  except for  liability  (I) for any breach of the  director's  duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law, (iii) for payments of unlawful  dividends or unlawful stock  repurchases or
redemptions,  or (iv) for any  transaction  from which the  director  derived an
improper personal benefit.

ITEM 7:           EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8:           EXHIBITS

Exhibit No.

5.1               Opinion of Dolgenos Newman & Cronin LLP

23.1              Consent of BDO Seidman, LLP

23.2              Consent of Dolgenos Newman & Cronin LLP


ITEM 9:  UNDERTAKINGS

The undersigned Company hereby undertakes:

(1) To file,  during any  period in which  offers or sales are being made of the
securities  registered  hereby, a post-effective  amendment to this Registration
Statement:

     (i) To  include  any  material  information  with  respect  to the  plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this Registration Statement.

(2) That, for the purpose of determining  any liability under the Securities Act
of 1933, as amended (the "1933 Act"), each such  post-effective  amendment shall
be deemed to be a new registration  statement relating to the securities offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                                       -5-

<PAGE>



(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.



                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Canton,  Commonwealth of Massachusetts,  on this 1_th
day of July 2002.


AVITAR, INC.


By:/s/ Peter P. Phildius
   ---------------------------------
Name:  Peter P. Phildius
Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

Signature                      Title                         Date
/s/ Peter P. Phildius          Chairman of the Board         7/23/02
- - ---------------------      and Chief Executive
Peter P. Phildius              Officer (Principal
                               Executive Officer)

/s/ Douglas W. Scott           President and Chief           7/23/02
- - --------------------       Operating Officer;
Douglas W. Scott               Director

/s/ Neil R. Gordon             Director                      7/23/02
------------------------
Neil R. Gordon

                               Director                      7/_/02
------------------------
James Groth

                               Director                      7/_/02
------------------------
Charles R. McCarthy, Jr.


/s/ Jay Leatherman             Controller, Secretary,        7/23/02
- - ------------------         and Chief Financial and
Jay Leatherman                 Accounting Officer,
                               (Principal Accounting
                               and Financial Officer)




                                       -6-

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.


5.1      Opinion of Dolgenos Newman & Cronin LLP re legality


23.1     Consent of BDO Seidman, LLP


23.2     Consent of Dolgenos Newman & Cronin LLP (contained in the opinion filed
          as Exhibit 5.1)

                                       -7-

<PAGE>


EXHIBIT 5.1

                          Dolgenos Newman & Cronin LLP
                -------------------------------------------------

                     96 Spring Street, New York, N.Y. 10012
                        Tel 212-925-2800 Fax 212-925-0690


                                                                   July 19, 2002

Avitar, Inc.
65 Dan Road
Canton, Massachusetts  02021

         Re:      Avitar, Inc. 2001 Employee Stock Purchase Plan

Gentlemen:

     We have acted as counsel to Avitar, Inc. (the "Company") in connection with
the  registration  with the  Securities  and Exchange  Commission on Form S-8 of
shares of Avitar's common stock,  par value $0.01 (the  "Shares"),  which may be
issued in connection with the above-referenced  plan (the "Plan"). In connection
with  that  registration,  we have  reviewed  the  proceedings  of the  Board of
Directors of the Company relating to the  registration and proposed  issuance of
the Shares,  the Certificate of  Incorporation of the Company and all amendments
thereto,  the Bylaws of the Company and all amendments  thereto,  and such other
documents  and  matters as we have  deemed  necessary  to the  rendering  of the
following opinion.

     Based upon that  review,  it is our opinion  that the Shares when issued in
conformance  with the terms and conditions of the Plan,  will be legally issued,
fully paid and nonassessable under the Delaware General Corporation Law.

     We consent to the use of this opinion in the  registration  statement filed
with the Securities and Exchange  Commission in connection with the registration
of the Shares.

                                        Very truly yours,

                                        DOLGENOS NEWMAN & CRONIN LLP

                                        By   /s/   Eugene M. Cronin






                                       -8-

<PAGE>




EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




               Consent of Independent Certified Public Accountants

Avitar, Inc.
Canton, MA

We  hereby  consent  to  the   incorporation  by  reference  in  the  Prospectus
constituting a part of the Registration Statements filed on Forms S-3 and S-8 of
our report  dated  November  20, 2001,  relating to the  consolidated  financial
statements  of Avitar,  Inc.  appearing in the  Company's  Annual Report on Form
10-KSB for the year ended September 30, 2001. Our report contains an explanatory
paragraph  regarding  uncertainties  as to the Company's  ability to continue in
business.


BDO Seidman, LLP
/s/ BDO Seidman
Boston, MA
December 28, 2001






                                       -9-
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "S-8 REGISTRATION", "secsgml_size_bytes": 21339}]
{"company-data": {"conformed-name": "AVITAR INC /DE/", "cik": "0000814008", "assigned-sic": "8082", "irs-number": "061174053", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-97003", "film-number": "02709377"}, "business-address": {"street1": "65 DAN ROAD", "street2": "SUITE 202", "city": "CANTON", "state": "MA", "zip": "02021", "phone": "7818212440"}, "mail-address": {"street1": "65 DAN ROAD", "street2": "SUITE 202", "city": "CANTON", "state": "MA", "zip": "02021"}, "former-company": [{"former-conformed-name": "AVITAR INC /NEW", "date-changed": "19950608"}, {"former-conformed-name": "MANAGED HEALTH BENEFITS CORP /DE", "date-changed": "19940222"}, {"former-conformed-name": "AVITAR TECHNOLOGIES INC", "date-changed": "19950823"}]}
As filed with the Securities and Exchange Commission on July __, 2002

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                        --------------------------------
                                  AVITAR, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                      06-1174053
 (State or other jurisdiction of        (I.R.S. Employer Identification
incorporation or organization)                       Number)
                         ------------------------------
                                   65 Dan Road
                           Canton, Massachusetts 02021
                                 (781) 821-2440
                    (Address of Principal Executive Office)

                 Avitar, Inc. 2001 Employee Stock Purchase Plan
                   ---------------------------------------------
                            (Full Title of the Plan)

                                PETER P. PHILDIUS
                                   65 Dan Road
                         Canton, Massachusetts 02021
                                 (781) 821-2440

               (Name, Address, including zip code, and telephone,
                   including area code, of Agent for Service)

                       Copies to: EUGENE M. CRONIN, ESQ.
                          DOLGENOS NEWMAN & CRONIN LLP
                            NEW YORK, NEW YORK 10012
                                 (212) 925-2800

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
                                          Proposed     Proposed
                                          Maximum      Maximum
Title of Each Class       Amount to Be    Offering     Aggregate     Amount of
of Securities to be        Registered(1)  Price Per    Offering   Registration
   Registered                             Share(2)     Price           Fee(3)

Common Stock                1,000,000      $0.34      $ 340,000        $31.28
------------------------------------------------------------------------------
(1) The aggregate number of shares issuable under the Avitar, Inc. 2001
Employee Stock Purchase Plan.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and (c) under the Securities Act, based upon the average
of the high and low prices of the Company's shares as reported on the American
Stock Exchange on July 17, 2002.

(3) Computed in accordance with Section 6(b) of the Securities Act, by
multiplying 0.000092 by the proposed maximum aggregate offering price.

                                       -1-
INFORMATION REQUIRED IN THE SECTION 10(a)
                                   PROSPECTUS

Documents containing information specified in Part I of Form S-8 will be sent or
given to eligible employees and consultants as required by Rule 428(b)(1).  Such
documents and documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II, taken  together,  constitute  a  prospectus  that
meets the  requirements  of  Section  10(a) of the  Securities  Act of 1933,  as
amended.  All such documents will be dated and maintained in a "prospectus file"
as  required  by  Rule  428(a)  and  will  contain  the  following  legend  in a
conspicuous place as directed by Rule 428(b)(1):

     This  document  (or  specifically  designated  portions  of this  document)
constitutes (constitute) part of a prospectus covering securities that have been
registered under the Securities Act of 1933.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE

The  following  documents  filed by Avitar,  Inc.  (the  "Registrant")  with the
Commission are incorporated in and made a part of this Registration Statement by
reference,  except to the extent that any  statement or  information  therein is
modified,  superseded  or replaced by a statement  or  information  contained in
another  subsequently filed document  incorporated herein by reference:  (1) the
Registrant's  Annual  Report on Form 10-KSB for the fiscal year ended  September
30, 2001; (2) the Registrant's Quarterly Reports on Form 10-QSB for the quarters
ending December 31, 2001, and March 31, 2002; and (3) from the date of filing of
such  documents,  all  documents  filed by the  Registrant  with the  Commission
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended  ("Exchange Act")  subsequent to the date of this  Registration
Statement  and  prior  to the  filing  of a  post-effective  amendment  to  this
Registration  Statement which indicates that all securities  offered hereby have
been sold or which de-registers all securities then remaining unsold.

ITEM 4: DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5: INTEREST OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6:  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section Seven of the  Registrant's  Certificate  of  Incorporation,  as

                                       -2-
amended,  provides that the Registrant shall indemnify its officers,  directors,
employees  and  agents to the  fullest  extent  permitted  by  Delaware  General
Corporation   Law  (the  "DGCL").   Section  145  of  the  DGCL,   the  relevant
indemnification provision of the DGCL, provides as follows:

(a) A  corporation  may  indemnify  any  person  who  was  or is a  party  or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation, or is or was serving at the request of the corporation as director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust  or  other  enterprise,  against  expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with such action,  suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

(b) A  corporation  may  indemnify  any  person  who  was  or is a  party  or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

(c) To the extent that a director,  officer,  employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) of this section, or in defense
of any claim, issue or matter therein,  he shall be indemnified against expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith.

(d) Any  indemnification  under  subsections (a) and (b) of this section (unless
ordered by a court) shall be made by the  corporation  only as authorized in the
specific  case  upon a  determination  that  indemnification  of  the  director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections

                                       -3-
(a) and (b) of this section.  Such determination shall be made (1) by a majority
vote of the  directors  who are not parties to such action,  suit or  proceeding
even though  less than a quorum,  or, (2) if there are no such  directors  or if
such directors so direct, by independent legal counsel in a written opinion,  or
(3) by the stockholders.

(e) Expenses  (including  attorneys' fees) incurred by an officer or director in
defending any civil,  criminal,  administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action,  suit or proceeding  upon receipt of an undertaking by or on behalf
of such  director  or  officer to repay such  amount if it shall  ultimately  be
determined  that he is not  entitled to be  indemnified  by the  corporation  as
authorized in this section.  Such expenses (including  attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions,  if
any, as the board of directors deems appropriate.

(f) The  indemnification  and  advancement  of expenses  provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking  indemnification  or  advancement  of
expenses may be entitled under any bylaw,  agreement,  vote of  stockholders  or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

(g) A corporation shall have power to purchase and maintain  insurance on behalf
of any  person  who is or was a  director,  officer,  employee  or  agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under this section.

(h) For purposes of this section, references to "the corporation" shall include,
in addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent)  absorbed in a consolidation  or merger which,
if its separate  existence had continued,  would have had power and authority to
indemnify its directors,  officers,  and employees or agents, so that any person
who is or was a  director,  officer,  employee  or  agent  of  such  constituent
corporation, or is or was serving at the request of such constituent corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving  corporation as he would
have with respect to such constituent  corporation if its separate existence had
continued.

(i) For  purposes  of this  section,  references  to "other  enterprises"  shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes  assessed on a person  with  respect to any  employee  benefit  plan;  and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director,  officer, employee or
agent  with  respect  to  any  employee   benefit  plan,  its   participants  or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably believed to be in the interests of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed to

                                       -4-
the  best  interests  of the  corporation"  as  referred  to in this section.

(j) The  indemnification  and  advancement  of expenses  provided by, or granted
pursuant to, this section shall,  unless  otherwise  provided when authorized or
ratified,  continue  as to a person  who has ceased to be a  director,  officer,
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive  jurisdiction  to hear
and determine all actions for advancement of expenses or indemnification brought
under this  section  or under any  bylaw,  agreement,  vote of  stockholders  or
disinterested  directors,  or  otherwise.  The Court of Chancery  may  summarily
determine a corporation's  obligation to advance expenses (including  attorneys'
fees).

In  accordance  with  Section  102(b)(7)  of  the  DGCL,  Section  Seven  of the
Certificate  of  Incorporation,  as amended,  of the  Registrant  eliminates the
personal  liability  of the  Registrant's  directors to the  Registrant,  or its
stockholders  for  monetary  damages for breach of their  fiduciary  duties as a
director,  except for  liability  (I) for any breach of the  director's  duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law, (iii) for payments of unlawful  dividends or unlawful stock  repurchases or
redemptions,  or (iv) for any  transaction  from which the  director  derived an
improper personal benefit.

ITEM 7:           EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8:           EXHIBITS

Exhibit No.

5.1               Opinion of Dolgenos Newman & Cronin LLP

23.1              Consent of BDO Seidman, LLP

23.2              Consent of Dolgenos Newman & Cronin LLP

ITEM 9:  UNDERTAKINGS

The undersigned Company hereby undertakes:

(1) To file,  during any  period in which  offers or sales are being made of the
securities  registered  hereby, a post-effective  amendment to this Registration
Statement:

     (i) To  include  any  material  information  with  respect  to the  plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this Registration Statement.

(2) That, for the purpose of determining  any liability under the Securities Act
of 1933, as amended (the "1933 Act"), each such  post-effective  amendment shall
be deemed to be a new registration  statement relating to the securities offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                                       -5-
(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Canton,  Commonwealth of Massachusetts,  on this 1_th
day of July 2002.

AVITAR, INC.

By:/s/ Peter P. Phildius
   ---------------------------------
Name:  Peter P. Phildius
Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

Signature                      Title                         Date
/s/ Peter P. Phildius          Chairman of the Board         7/23/02
- - ---------------------      and Chief Executive
Peter P. Phildius              Officer (Principal
                               Executive Officer)

/s/ Douglas W. Scott           President and Chief           7/23/02
- - --------------------       Operating Officer;
Douglas W. Scott               Director

/s/ Neil R. Gordon             Director                      7/23/02
------------------------
Neil R. Gordon

                               Director                      7/_/02
------------------------
James Groth

                               Director                      7/_/02
------------------------
Charles R. McCarthy, Jr.

/s/ Jay Leatherman             Controller, Secretary,        7/23/02
- - ------------------         and Chief Financial and
Jay Leatherman                 Accounting Officer,
                               (Principal Accounting
                               and Financial Officer)

                                       -6-
EXHIBIT INDEX

Exhibit No.

5.1      Opinion of Dolgenos Newman & Cronin LLP re legality

23.1     Consent of BDO Seidman, LLP

23.2     Consent of Dolgenos Newman & Cronin LLP (contained in the opinion filed
          as Exhibit 5.1)

                                       -7-
EXHIBIT 5.1

                          Dolgenos Newman & Cronin LLP
                -------------------------------------------------

                     96 Spring Street, New York, N.Y. 10012
                        Tel 212-925-2800 Fax 212-925-0690

                                                                   July 19, 2002

Avitar, Inc.
65 Dan Road
Canton, Massachusetts  02021

         Re:      Avitar, Inc. 2001 Employee Stock Purchase Plan

Gentlemen:

     We have acted as counsel to Avitar, Inc. (the "Company") in connection with
the  registration  with the  Securities  and Exchange  Commission on Form S-8 of
shares of Avitar's common stock,  par value $0.01 (the  "Shares"),  which may be
issued in connection with the above-referenced  plan (the "Plan"). In connection
with  that  registration,  we have  reviewed  the  proceedings  of the  Board of
Directors of the Company relating to the  registration and proposed  issuance of
the Shares,  the Certificate of  Incorporation of the Company and all amendments
thereto,  the Bylaws of the Company and all amendments  thereto,  and such other
documents  and  matters as we have  deemed  necessary  to the  rendering  of the
following opinion.

     Based upon that  review,  it is our opinion  that the Shares when issued in
conformance  with the terms and conditions of the Plan,  will be legally issued,
fully paid and nonassessable under the Delaware General Corporation Law.

     We consent to the use of this opinion in the  registration  statement filed
with the Securities and Exchange  Commission in connection with the registration
of the Shares.

                                        Very truly yours,

                                        DOLGENOS NEWMAN & CRONIN LLP

                                        By   /s/   Eugene M. Cronin

                                       -8-
EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

               Consent of Independent Certified Public Accountants

Avitar, Inc.
Canton, MA

We  hereby  consent  to  the   incorporation  by  reference  in  the  Prospectus
constituting a part of the Registration Statements filed on Forms S-3 and S-8 of
our report  dated  November  20, 2001,  relating to the  consolidated  financial
statements  of Avitar,  Inc.  appearing in the  Company's  Annual Report on Form
10-KSB for the year ended September 30, 2001. Our report contains an explanatory
paragraph  regarding  uncertainties  as to the Company's  ability to continue in
business.

BDO Seidman, LLP
/s/ BDO Seidman
Boston, MA
December 28, 2001

                                       -9-