As filed with the Securities and Exchange Commission on August 27, 1999

                       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 Stock Option Plans
                                       And
                              Avitar Stock Warrants
                   ---------------------------------------------
                           (Full Title of the Plan)

                                PETER P. PHILDIUS
                                 65 Dan Road
                         Canton, Massachusetts 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         Price           Fee

Common Stock                480,000       $1.36      $ 652,800        $181.48
Common Stock                 66,823       $0.59      $  39,426        $ 10.96
Common Stock                 30,000       $0.53      $  15,900        $  4.42
Common Stock                 20,000       $0.38      $   7,600        $  2.11
Common Stock              2,401,700       $0.345     $ 828,587        $230.35
Common Stock                 50,000       $0.28      $  14,000        $  3.89
Common Stock              1,100,000       $0.25      $ 275,000        $ 76.45
Common Stock                458,600       $0.20      $  91,720        $ 25.50
                                                                      -------
                                                                      $535.16
------------------------------------------------------------------------------




                                       -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, 1998; (2) the  Registrant's  Current Report on Form 8-K dated July 14, 1999;
(3) the  Registrant's  Quarterly  Reports on Form 10-QSB for the quarters ending
December  31, 1998,  March 31, 1999 and June 30, 1999;  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 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 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:

                                       -2-

<PAGE>



(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  (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.

                                       -3-

<PAGE>



(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 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

                                       -4-

<PAGE>



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.

(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.



                                       -5-

<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 Canton,  Commonwealth of Massachusetts,  on this 24th
day of August 1999.


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          8/24/99
- - ---------------------      and Chief Executive
Peter P. Phildius              Officer (Principal
                               Executive Officer)

/s/ Douglas W. Scott           President and Chief            8/24/99
- - --------------------       Operating Officer;
Douglas W. Scott               Director

/s/ Neil R. Gordon             Director                       8/25/99
------------------------
Neil R. Gordon

/s/ James Groth                Director                       8/25/99
------------------------
James Groth

/s/ Charles R. McCarthy,Jr.    Director                       8/27/99
------------------------
Charles R. McCarthy, Jr.


/s/ Jay Leatherman             Controller, Secretary,         8/24/99
- - ------------------         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-
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION OF STOCK OPTIONS", "secsgml_size_bytes": 18925}]
{"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": "333-86029", "film-number": "99700918"}, "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 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 August 27, 1999

                       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 Stock Option Plans
                                       And
                              Avitar Stock Warrants
                   ---------------------------------------------
                           (Full Title of the Plan)

                                PETER P. PHILDIUS
                                 65 Dan Road
                         Canton, Massachusetts 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         Price           Fee

Common Stock                480,000       $1.36      $ 652,800        $181.48
Common Stock                 66,823       $0.59      $  39,426        $ 10.96
Common Stock                 30,000       $0.53      $  15,900        $  4.42
Common Stock                 20,000       $0.38      $   7,600        $  2.11
Common Stock              2,401,700       $0.345     $ 828,587        $230.35
Common Stock                 50,000       $0.28      $  14,000        $  3.89
Common Stock              1,100,000       $0.25      $ 275,000        $ 76.45
Common Stock                458,600       $0.20      $  91,720        $ 25.50
                                                                      -------
                                                                      $535.16
------------------------------------------------------------------------------

                                       -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, 1998; (2) the  Registrant's  Current Report on Form 8-K dated July 14, 1999;
(3) the  Registrant's  Quarterly  Reports on Form 10-QSB for the quarters ending
December  31, 1998,  March 31, 1999 and June 30, 1999;  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 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 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:

                                       -2-
(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  (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.

                                       -3-
(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 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

                                       -4-
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.

(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.

                                       -5-
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 24th
day of August 1999.

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          8/24/99
- - ---------------------      and Chief Executive
Peter P. Phildius              Officer (Principal
                               Executive Officer)

/s/ Douglas W. Scott           President and Chief            8/24/99
- - --------------------       Operating Officer;
Douglas W. Scott               Director

/s/ Neil R. Gordon             Director                       8/25/99
------------------------
Neil R. Gordon

/s/ James Groth                Director                       8/25/99
------------------------
James Groth

/s/ Charles R. McCarthy,Jr.    Director                       8/27/99
------------------------
Charles R. McCarthy, Jr.

/s/ Jay Leatherman             Controller, Secretary,         8/24/99
- - ------------------         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-