As filed with the Securities and Exchange Commission on May 9, 1997
                                                    Registration No. 333-______

--------------------------------------------------------------------------------
                       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 Number)
incorporation or organization)

                         ------------------------------
                                 65 Dan Street
                          Canton, Massachusetts 02021
                                 (617) 575-9790
                     (Address of Principal Executive Office)

                      Avitar Stock Based Compensation Plan
                   ---------------------------------------------
                            (Full Title of the Plan)

                                PETER P. PHILDIUS
                                  65 Dan Street
                            Canton, Massachusets 02021
                     (Name and Address 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     Price Per     Offering    Registration
   Registered                              Share (1)    Price          Fee

Common Stock,$0.01 par     1,400,000       $ 0.50       $700,000      $212.12
value
- ------------------------------------------------------------------------------
     (1)  Estimated  solely for the purpose of calculating the  registration fee
          pursuant to Rule 457 under the Securities Act of 1933.

                                        1




<PAGE>



                                     PART I

                    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.


























                                        2




<PAGE>



                                     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 any
other  subsequently  filed document  incorporated  herein by reference:  (1) the
Registrant's  Annual  Report on Form 10-KSB for the fiscal year ended  September
30, 1996;  (2) the  Registrant's  Current  Reports on Form 8-K dated February 4,
1997,  March 12, 1997, March 20, 1997, April 1, 1997 and April 23, 1997; (3) the
Registrant's Quarterly Reports on Form 10-QSB for the quarter ended December 31,
1996; and (4) 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  deregisters  all securities
then remaining unsold.

ITEM 4: DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5: INTEREST OF NAMED EXPERTS AND COUNSEL

The  Company's  counsel,  Dolgenos  Newman & Cronin LLP  ("DNC")  shall  receive
approximately  200,000 shares of the Company's Common Stock pursuant to the Plan
in  satisfaction  of certain  obligations  of the Company owing to DNC for legal
services  rendered not in  connection  with the offer or sale of securities in a
capital-raising  transaction.  In  addition,  approximately  100,000  additional
shares are being  registered  hereunder for satisfaction of legal services to be
rendered by DNC.

ITEM 6:  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

                                        3




<PAGE>



(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

                                        4




<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

                                        5




<PAGE>




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 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


                                        6




<PAGE>




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


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 prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "1933 Act");

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in this Registration Statement.

         (iii) 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;  provided,
however,  that the undertakings set forth in paragraphs (1)(i) and (1)(ii) above
do not apply if the  information  required to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Company  pursuant to Section 13 or Section 15(d) of the Securities  Exchange Act
of 1934, as amended (the "1934 Act") that are  incorporated by reference in this
Registration Statement.

(2) That, for the purpose of determining  any liability under 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.

(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.

(4) That, for the purposes of determining any liability under the 1933 Act, each
filing of the Company's annual report pursuant to Section 13(a) or Section 15(d)
of the 1934 Act that is incorporated by reference in the Registration  Statement
shall be

                                        7




<PAGE>



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) The  undersigned  registrant  hereby  undertakes  to  deliver or cause to be
delivered with the Prospectus,  to each person to whom the Prospectus is sent or
given,  the  latest  annual  report  to  stockholders  that is  incorporated  by
reference  in  the  Prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  Prospectus,  to deliver,  or cause to be delivered to each
person to whom the Prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  Prospectus  to provide such
interim financial information.

(6) Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions,  or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange  Commission such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the  payment by the  Company of  expenses  incurred  or paid by a director,
officer or controlling  person of the Company in the  successful  defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection  with the securities  being  registered,  the Company will,
unless in the opinion of its counsel, the matter has been settled by controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.

                                        8




<PAGE>



                                   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 Wallingford, State of Connecticut, on this 5th day of
May 1997.


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               May 5, 1997
- ---------------------      and Chief Executive
Peter P. Phildius          Officer (Principal
                           Executive Officer)


/S/ DOUGLAS W. SCOTT       President and Chief                 May 5, 1997
- --------------------       Operating Officer;
Douglas W. Scott           Director


/S/ GEORGE WITT, PH.D.     Director                            May 5, 1997
- ---------------------
George Witt, Ph.D.


/S/ JAMES GROTH            Director                            May 5, 1997
- --------------------
James Groth


/S/ JAY LEATHERMAN         Controller, Secretary,              May 5, 1997
- ------------------         and Chief Financial and
Jay Leatherman             Accounting Officer,
                           (Principal Accounting
                           and Financial Officer)



                                        9




<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)




                                       10
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION FOR STOCK BASED COMPENSATION PLAN", "secsgml_size_bytes": 22196}]
{"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": "333-26787", "film-number": "97599224"}, "business-address": {"street1": "65 DAN ROAD", "street2": "SUITE 202", "city": "CANTON", "state": "MA", "zip": "02021", "phone": "617-821-2440"}, "mail-address": {"street1": "65 DAN ROAD", "street2": "SUITE 202", "city": "CANTON", "state": "MA", "zip": "02021"}, "former-company": [{"former-conformed-name": "AVITAR TECHNOLOGIES INC", "date-changed": "19950823"}, {"former-conformed-name": "AVITAR INC /NEW", "date-changed": "19950608"}, {"former-conformed-name": "MANAGED HEALTH BENEFITS CORP /DE", "date-changed": "19940222"}]}
As filed with the Securities and Exchange Commission on May 9, 1997
                                                    Registration No. 333-______

--------------------------------------------------------------------------------
                       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 Number)
incorporation or organization)

                         ------------------------------
                                 65 Dan Street
                          Canton, Massachusetts 02021
                                 (617) 575-9790
                     (Address of Principal Executive Office)

                      Avitar Stock Based Compensation Plan
                   ---------------------------------------------
                            (Full Title of the Plan)

                                PETER P. PHILDIUS
                                  65 Dan Street
                            Canton, Massachusets 02021
                     (Name and Address 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     Price Per     Offering    Registration
   Registered                              Share (1)    Price          Fee

Common Stock,$0.01 par     1,400,000       $ 0.50       $700,000      $212.12
value
- ------------------------------------------------------------------------------
     (1)  Estimated  solely for the purpose of calculating the  registration fee
          pursuant to Rule 457 under the Securities Act of 1933.

                                        1
PART I

                    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.

                                        2
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 any
other  subsequently  filed document  incorporated  herein by reference:  (1) the
Registrant's  Annual  Report on Form 10-KSB for the fiscal year ended  September
30, 1996;  (2) the  Registrant's  Current  Reports on Form 8-K dated February 4,
1997,  March 12, 1997, March 20, 1997, April 1, 1997 and April 23, 1997; (3) the
Registrant's Quarterly Reports on Form 10-QSB for the quarter ended December 31,
1996; and (4) 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  deregisters  all securities
then remaining unsold.

ITEM 4: DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5: INTEREST OF NAMED EXPERTS AND COUNSEL

The  Company's  counsel,  Dolgenos  Newman & Cronin LLP  ("DNC")  shall  receive
approximately  200,000 shares of the Company's Common Stock pursuant to the Plan
in  satisfaction  of certain  obligations  of the Company owing to DNC for legal
services  rendered not in  connection  with the offer or sale of securities in a
capital-raising  transaction.  In  addition,  approximately  100,000  additional
shares are being  registered  hereunder for satisfaction of legal services to be
rendered by DNC.

ITEM 6:  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

                                        3
(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

                                        4
(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

                                        5
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 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

                                        6
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

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 prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "1933 Act");

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in this Registration Statement.

         (iii) 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;  provided,
however,  that the undertakings set forth in paragraphs (1)(i) and (1)(ii) above
do not apply if the  information  required to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Company  pursuant to Section 13 or Section 15(d) of the Securities  Exchange Act
of 1934, as amended (the "1934 Act") that are  incorporated by reference in this
Registration Statement.

(2) That, for the purpose of determining  any liability under 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.

(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.

(4) That, for the purposes of determining any liability under the 1933 Act, each
filing of the Company's annual report pursuant to Section 13(a) or Section 15(d)
of the 1934 Act that is incorporated by reference in the Registration  Statement
shall be

                                        7
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) The  undersigned  registrant  hereby  undertakes  to  deliver or cause to be
delivered with the Prospectus,  to each person to whom the Prospectus is sent or
given,  the  latest  annual  report  to  stockholders  that is  incorporated  by
reference  in  the  Prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  Prospectus,  to deliver,  or cause to be delivered to each
person to whom the Prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  Prospectus  to provide such
interim financial information.

(6) Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions,  or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange  Commission such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the  payment by the  Company of  expenses  incurred  or paid by a director,
officer or controlling  person of the Company in the  successful  defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection  with the securities  being  registered,  the Company will,
unless in the opinion of its counsel, the matter has been settled by controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.

                                        8
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 Wallingford, State of Connecticut, on this 5th day of
May 1997.

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               May 5, 1997
- ---------------------      and Chief Executive
Peter P. Phildius          Officer (Principal
                           Executive Officer)

/S/ DOUGLAS W. SCOTT       President and Chief                 May 5, 1997
- --------------------       Operating Officer;
Douglas W. Scott           Director

/S/ GEORGE WITT, PH.D.     Director                            May 5, 1997
- ---------------------
George Witt, Ph.D.

/S/ JAMES GROTH            Director                            May 5, 1997
- --------------------
James Groth

/S/ JAY LEATHERMAN         Controller, Secretary,              May 5, 1997
- ------------------         and Chief Financial and
Jay Leatherman             Accounting Officer,
                           (Principal Accounting
                           and Financial Officer)

                                        9
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)

                                       10