U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

(Mark One)

[x] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the quarterly period ended March 31, 2004.

[ ]  Transition  report  pursuant to Section 13 or 15(d) of the Exchange act for
the transition period from
                               to
-------------------------------  ------------------------------------------

Commission File Number:    1-15695
                        ------------

                                  Avitar, Inc.
-------------------------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)

        Delaware                                             06-1174053
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

65 Dan Road, Canton, Massachusetts                                    02021
-------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)

                                 (781) 821-2440
 -------------------------------------------------------------------------------
                          (Issuer's telephone number)

(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [x]Yes [ ]No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

                            COMMON STOCK: 109,181,993
                               AS OF MAY 12, 2004

Transitional Small Business Disclosure Format
(Check One):               [  ] Yes ;       [x] No



                               Page 1 of 25 pages
                           Exhibit Index is on Page 21
<PAGE>

                                TABLE OF CONTENTS


                                                                           Page


PART I:           FINANCIAL INFORMATION                                       3


 Item 1    Consolidated Financial Statements
               Balance Sheet                                                  4
               Statements of Operations                                       5
               Statement of Stockholders' Deficit                             6
               Statements of Cash Flows                                       7
               Notes to Consolidated Financial Statements                     8


 Item 2    Management's Discussion and Analysis or Plan of Operation         14


 Item 3    Controls and Procedures                                           18

PART II: OTHER INFORMATION                                                   20

 Item 2    Changes in Securities and Small Issuer Purchases of Equity
                   Securities                                                21

 Item 4    Submission of Matters to a Vote of Security Holders               21
 Item 6    Exhibits and Reports on Form 8-K                                  22


SIGNATURES                                                                   23

EXHIBIT INDEX                                                                24
CERTIFICATIONS                                                               25
<PAGE>

                          PART I FINANCIAL INFORMATION

Item 1.     FINANCIAL STATEMENTS

                          Avitar, Inc. and Subsidiaries
                           Consolidated Balance Sheet
                                     March 31
                                   (Unaudited)
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------
<S>                                                                         <C>
                                     ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                                 $    381,112
  Accounts receivable, net                                                       528,881
  Inventories                                                                    356,813
  Prepaid expenses and other current assets                                      120,496
                                                                            ------------
   Total current assets                                                        1,387,302

PROPERTY AND EQUIPMENT, net                                                      186,654
GOODWILL, net                                                                    238,120
 OTHER ASSETS                                                                    309,239
                                                                            ------------
   Total Assets                                                             $  2,121,315
                                                                            ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
  Notes payable                                                             $    226,110
  Accounts payable                                                               770,972
  Accrued expenses                                                               887,678
  Deferred income                                                                211,550
  Current portion of long-term debt                                                5,017
                                                                            ------------
     Total current liabilities                                                 2,101,327

LONG-TERM DEBT, LESS CURRENT PORTION                                           1,230,553
                                                                            ------------
     Total liabilities                                                         3,331,880
                                                                            ------------

COMMITMENTS

STOCKHOLDERS' DEFICIT:
  Series B, C and D convertible preferred stock, $.01 par value; authorized
   5,000,000 shares; 137,963 shares issued and outstanding                         1,380
  Common Stock, $.01 par value; authorized 200,000,000 shares;
   104,877,373 shares issued and outstanding                                   1,048,774
  Additional paid-in capital                                                  47,569,430
  Accumulated deficit                                                        (49,830,149)
                                                                            ------------
Total stockholders' deficit                                                   (1,210,565)
                                                                            ------------
Total Liabilities and Stockholders' Deficit                                 $  2,121,315
                                                                            ============
</TABLE>


See accompanying notes to consolidated financial statements.
<PAGE>
                          Avitar, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED MARCH 31,         SIX MONTHS ENDED MARCH 31,
                                                    --------------------------------------------------------------------
                                                        2004               2003              2004           2003
                                                    --------------------------------------------------------------------
<S>                                                  <C>               <C>                <C>               <C>
SALES                                                $1,017,190        $ 1,015,019        $ 1,837,390       $ 2,512,675
                                                      ----------        -----------         ----------       -----------

OPERATING EXPENSES
Cost of sales                                           684,252            729,389          1,218,159         1,720,786
Selling, general and administrative expenses            748,619          1,007,252          1,495,355         2,164,288
Research and development expenses                       119,512            236,683            227,667           509,811
                                                      ----------                            ----------       -----------
                                                                        -----------
Total operating expenses                              1,552,383          1,973,324          2,941,181         4,394,885
                                                      ----------        -----------         ----------       -----------

LOSS FROM OPERATIONS                                   (535,193)          (958,305)        (1,103,791)       (1,882,210)
                                                      ----------        -----------         ----------       -----------

OTHER INCOME (EXPENSE)
Interest expense and financing costs                    (72,414)          (128,438)          (141,682)         (203,991)
Other income (expense), net                               4,660               (266)             9,107               329
                                                      ----------                            ----------       -----------
                                                                        -----------
Total other expense, net                                (67,754)          (128,704)          (132,575)         (203,662)
                                                      ----------        -----------         ----------       -----------

LOSS FROM CONTINUING OPERATIONS BEFORE
DISCONTINUED OPERATIONS AND CUMULATIVE EFFECT
OF A CHANGE IN ACCOUNTING PRINCIPLE                    (602,947)        (1,087,009)        (1,236,366)       (2,085,872)

DISCONTINUED OPERATIONS
 Income (loss) from operations of USDTL                      --              3,177              4,447            (6,732)
 Loss from the disposal of USDTL                             --                 --            (17,235)               --
                                                      ----------        -----------         ----------       -----------
 Income (loss) from discontinued operations                  --              3,177            (12,788)           (6,732)
                                                      ----------        -----------         ----------       -----------

LOSS BEFORE CUMULATIVE EFFECT OF A CHANGE
IN ACCOUNTING PRINCIPLE                                (602,947)        (1,083,832)        (1,249,154)       (2,092,604)

CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING
    PRINCIPLE                                                --           (650,000)                --          (650,000)

                                                      ----------        -----------         ----------       -----------
NET LOSS                                             $ (602,947)       $(1,733,832)       $(1,249,154)      $(2,742,604)
                                                      ==========        ===========         ==========       ===========

BASIC AND DILUTED LOSS PER SHARE FROM CONTINUING
OPERATIONS BEFORE DISCONTINUED OPERATIONS (Note 7)   $    (0.02)       $     (0.02)       $     (0.02)      $     (0.04)
                                                      ==========        ===========         ==========       ===========

BASIC AND DILUTED LOSS PER SHARE                     $   $(0.02)       $     (0.03)       $     (0.02)      $     (0.05)
                                                      ==========        ===========         ==========       ===========

WEIGHTED AVERAGE
NUMBER OF COMMON SHARES OUTSTANDING                 102,438,882         67,938,589         99,248,955        57,721,739
                                                    ============        ===========        ===========       ===========

</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>
                          Avitar, Inc. and Subsidiaries
                 Consolidated Statement of Stockholders' Deficit
                         Six Months Ended March 31, 2004
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                    Preferred Stock           Common Stock
                                                                                                       Additional        Accumulated
                                                  Shares       Amount        Shares       Amount     paid-in capital        deficit
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>            <C>         <C>            <C>          <C>              <C>
Balance at September 30, 2003                  137,202        $1,372      88,868,196     $888,682     $46,093,947      ($48,564,885)

Sale of common stock                                --            --          14,307          143           2,167                --

Sale of preferred stock and warrants             1,000            10              --           --         919,990                --

Issuance of common stock for exercise
  of warrants                                       --            --      10,399,214      103,992        (103,992)               --

Issuance of common stock for interest on
  long-term debt                                    --
Conversion of 8% redeemable convertible
  preferred stock into common stock                 --            --       4,666,667       46,667         534,333                --

Conversion of Series B redeemable
  convertible preferred stock into
  common stock                                    (239)           (2)          2,390           24             (22)               --

Payment of preferred stock dividend for 8%
  redemmable convertible preferred stock            --            --              --           --              --           (16,110)

Net loss                                            --            --              --           --              --        (1,249,154)
-------------------------------------------------------     ---------    ------------  -----------    ------------     -------------

Balance at March 31, 2004                      137,963        $1,380     104,877,373   $1,048,774     $47,569,430      ($49,830,149)
=======================================================     =========    ============  ===========    ============     -------------
</TABLE>


See accompanying notes to consolidated financial statements.
<PAGE>
                          Avitar, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                SIX MONTHS ENDED MARCH 31,
                                                                         -------------------------------------
                                                                                 2004              2003
                                                                         -------------------------------------
<S>                                                                          <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                                     $(1,249,154)     $(2,742,604)
Adjustments to reconcile net loss to
  net cash used in operating activities:
    Loss from disposal of discontinued operation                                  17,235               --
    Cumulative effect of a change in accounting principle                             --          650,000
    Depreciation and amortization                                                 58,412          116,948
    Amortization of debt discount and deferred financing                          28,968           47,615
    Amortization of deferred rent expense                                         41,589                0
    Common stock for services                                                         --           60,000
    Common stock for interest on long-term debt                                   87,500           87,500
    Changes in operating assets and liabilities:
       Accounts receivable                                                       (11,320)         330,062
       Inventories                                                              (106,885)        (259,063)
       Prepaid expenses and other current assets                                   7,786          113,182
       Other assets                                                               24,705              714
       Accounts payable and accrued expenses                                    (943,899)           1,142
       Deferred revenue                                                           (1,200)          30,500
                                                                             -----------      -----------
       Net cash used in operating activities                                  (2,046,263)      (1,564,004)
                                                                             -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment                                               (1,239)          (6,459)
Proceeds from sale of USDTL                                                      500,000               --
                                                                             -----------      -----------
             Net cash provided by (used in) investing activities                 498,761           (6,459)
                                                                             -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

Sales of common stock, preferred stock and warrants                              922,310          132,304
Proceeds from (repayment of) notes payable and long-term debt                   (108,505)       1,027,967
Payment of cash dividend on 8% redeemable convertible preferred stock            (16,110)              --
                                                                             -----------      -----------
                                                                             -----------      -----------
             Net cash provided by financing activities                           797,695        1,160,271
                                                                             -----------      -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                       (749,807)        (410,192)

CASH AND CASH EQUIVALENTS, beginning of the period                             1,130,919          503,204
                                                                             -----------      -----------

CASH AND CASH EQUIVALENTS, end of the period                                 $   381,112      $    93,012
                                                                             ===========      ===========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during period:
 Income taxes                                                                $        --      $        --
     Interest                                                                $     8,049      $    21,303
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                                                           SIX MONTHS ENDED MARCH 31,
                                                                                    -------------------------------------
                                                                                            2004              2003
                                                                                    -------------------------------------
<S>                                                                                     <C>              <C>

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
FINANCING ACTIVITIES:

During the six months ended March 31, 2004, 926,599 shares of common stock were
issued for interest on long-term debt.

During the six months ended March 31, 2004, 700 shares of 8% redeemable
convertible preferred stock were converted into 4,666,667 shares of common
stock.

During the six months ended March 31, 2004, 10,399,214 shares of common stock
were issued for the exercise of warrants.

During the six months ended March 31, 2004, 239 shares of Series B convertible
preferred stock were converted into 2,390 shares of common stock.

During the six months ended March 31, 2003, 833,246 shares of common stock were
issued for services.

During the six months ended March 31, 2003, 490,627 shares of common stock were
issued for interest on long-term debt.

During the six months ended March 31, 2003, 1,639,133 shares of Series A, B and
C convertible preferred stock were converted into 17,701,101 shares of common
stock.

During the six months ended March 31, 2003, 5 shares of Series B preferred stock
were issued as payment of a preferred stock dividend
      of $14.

Fair value of equity instrument recorded in connection with financial
advisors Settlement Agreement                                                                            $520,000
</TABLE>


See accompanying notes to consolidated financial statements.
<PAGE>

                          AVITAR, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
================================================================================

1.   BASIS OF PRESENTATION

          Avitar,  Inc.  (the  "Company" or "Avitar")  through its  wholly-owned
     subsidiary  Avitar  Technologies,  Inc.  ("ATI")  develops,   manufactures,
     markets and sells  diagnostic  test  products and  proprietary  hydrophilic
     polyurethane foam disposables fabricated for medical,  diagnostics,  dental
     and consumer use.  During the first half of FY2004,  the Company  continued
     the development and marketing of innovative  point of care oral fluid drugs
     of abuse tests,  which use the Company's  foam as the means for  collecting
     the oral fluid sample.  Through its wholly owned subsidiary,  BJR Security,
     Inc. (`BJR"),  the Company provides  specialized  contraband  detection and
     education services.

          On December  16,  2003,  the Company sold the business and net assets,
     excluding cash, of its wholly owned subsidiary,  United States Drug Testing
     Laboratories,  Inc.  ("USDTL"),  which operated a certified  laboratory and
     provided  specialized  drug testing services  primarily  utilizing hair and
     meconium as the samples.  Therefore,  USDTL is  considered  a  discontinued
     operation and this report reflects the continued operations of the Company.

          The accompanying consolidated financial statements of the Company have
     been prepared in accordance with generally accepted  accounting  principles
     for interim  financial  information,  the  instructions  to Form 10-QSB and
     Regulation S-B (including Item 310(b)  thereof).  Accordingly,  they do not
     include all of the information and footnotes required by generally accepted
     accounting principles for complete financial statements.  In the opinion of
     the  Company's  management,  all  adjustments  (consisting  only of  normal
     recurring accruals)  considered necessary for a fair presentation have been
     included. Operating results for the three and six month periods ended March
     31, 2004 are not necessarily indicative of the results that may be expected
     for the full  fiscal year  ending  September  30,  2004.  The  accompanying
     consolidated  financial  statements  should be read in conjunction with the
     audited  financial  statements  of the  Company  for the fiscal  year ended
     September 30, 2003.

     The Company's  consolidated financial statements have been presented on the
     basis that it is a going concern,  which  contemplates  the  realization of
     assets  and  the  satisfaction  of  liabilities  in the  normal  course  of
     business. The Company has suffered recurring losses from operations and has
     a working  capital  deficit as of March 31, 2004 of  $714,025.  The Company
     raised net proceeds aggregating  approximately $2,283,000 during the fiscal
     year  ended  September  30,  2003 from the sale of stock and  warrants.  In
     addition,  the Company received net proceeds of approximately $955,000 from
     the issuance and  conversion  of long-term  convertible  notes payable into
     common  stock and net  proceeds  of  $581,000  from the sale of  redeemable
     convertible  preferred  stock. For the six months ended March 31, 2004, the
     Company  raised net proceeds  aggregating  approximately  $922,000 from the
     sale of stock and warrants.  The Company is working with  placement  agents
     and investment fund mangers to obtain additional  equity  financing.  Based
     upon cash flow projections,  the Company believes the anticipated cash flow
     from operations and most importantly, the expected net proceeds from future
     equity  financings  will be sufficient  to finance the Company's  operating
     needs  until  the  operations  achieve  profitability.   There  can  be  no
     assurances  that  forecasted  results  will be achieved or that  additional
     financing  will be obtained.  The  financial  statements do not include any
     adjustments  relating to the  recoverability  and  classification  of asset
     amounts or the  amounts and  classification  of  liabilities  that might be
     necessary should the Company be unable to continue as a going concern.

2.   INVENTORIES

     At March 31, 2004, inventories consisted of the following:

           Raw Materials                                          $267,105
           Work-in-Process                                          50,045
           Finished Goods                                           39,663
                                                                ----------
                    Total                                         $356,813
                                                                  ========

3.   DISCONTINUED OPERATIONS

          On  December  16,  2003,  the  Company  consummated  a sale of USDTL's
     business and net assets,  excluding cash. The Company received  $500,000 in
     cash upon the closing of the sale and is entitled to receive an  additional
     $500,000 as the buyer of USDTL achieves  specified  revenue targets.  Under
     the terms of the sale, the buyer must pay the Company 10% of certain annual
     revenues in excess of $1,500,000, less any amounts due from the Company for
     the purchase of services from the buyer.  The Company recorded the $500,000
     received in the first quarter of FY2004.  Due to the  contingent  nature of
     the  additional  $500,000,  the  payments  will be  recorded  as  they  are
     received.   The  accompanying  financial  statements  reflect  USDTL  as  a
     discontinued  operation.  The  following  is a summary  of the  results  of
     operations  of USDTL for the three and six months  ended March 31, 2004 and
     2003.
<TABLE>
<CAPTION>

                                             Three Months Ended March 31,     Six Months Ended March 31,
                                                  2004             2003             2004           2003
                                             ------------     ------------   --------------  -------------
<S>                                      <C>                    <C>            <C>              <C>
      Sales                              $            --        $  400,454     $  289,501       $776,597
      Operating expenses                              --           396,837        284,223        782,819
      Other income (expense)                          --              (440)       (18,066)          (510)
      ----------------------------------------------------------------------------------------------------
      Loss from discontinued operations  $            --        $    3,177     $ ( 12,788)      $ (6,732)
      ---------------------------------------------------------------------------------------------------
</TABLE>

          Other  income  (expense)  for the six  months  ended  March  31,  2004
     includes the loss from the disposal of USDTL of $17,235.

4.   MAJOR CUSTOMERS

         Customers in excess of 10% of total sales are:
<TABLE>
<CAPTION>

                            Three Months Ended March 31,                       Six Months Ended March 31,
                              2004                     2003                 2004                   2003
                        ----------------          --------------       ---------------        ----------------
<S>                     <C>                       <C>                    <C>                    <C>
      Customer A        $269,088                  $  183,332             $402,223               $  513,697
      Customer B            *                           *                    *                     418,790
</TABLE>

                           *Customer was not in excess of 10% of total sales.

          At September March 31, 2004,  accounts receivable from major customers
     totaled approximately $221,000.


5.   COMMON AND PREFERRED STOCK

          During  the six  months  ended  March 31,  2004,  the  Company  issued
     10,399,214  shares of common stock to holders who exercised  their warrants
     on a cashless  exercise basis. In addition,  the Company sold 14,307 shares
     of the  Company's  common  stock.  As  payment of the  interest  due on the
     long-term  notes to Global Capital Funding Group, LP and various other note
     holders, the Company issued 926,599 shares of the Company's common stock.

          In March  2004,  the  Company  sold  1,000  shares  of 6%  Convertible
     Preferred Stock and Warrants to purchase  4,629,630  shares of common stock
     for which it  received  net  proceeds  of  approximately  $920,000.  The 6%
     Convertible   Preferred  Stock,  with  a  face  value  of  $1,000,000,   is
     convertible into common stock at $0.216 per share,  subject to adjustments,
     and the Warrants are  exercisable at $0.135 per share.  The warrants issued
     in connection with this preferred stock and the conversion feature resulted
     in a deemed  dividend of  $1,000,000  being  recorded  and  included in the
     earnings per share calculation for the three and six months ended March 31,
     2004.  During the six months ended March 31, 2004,  holders  converted  700
     shares of 8% Convertible Preferred Stock converted into 4,666,667 shares of
     common stock at a  conversion  price of $0.15 per share.  In addition,  239
     shares of Series B Convertible  Preferred  Stock were  converted into 2,390
     shares of common stock.

          Preferred  stock  dividends  related  to  the  Series  B,  8%  and  6%
     Convertible  Preferred  Stock  amounted to $43,510 for the six months ended
     March 31,  2004.  As of March 31,  2004,  the  total  amount of unpaid  and
     undeclared dividends was $34,001.

6.  GOODWILL

          Effective  October 1, 2002, the Company adopted SFAS No. 142, Goodwill
     and  Other  Intangible  Assets.  Prior to the  adoption  of SFAS  No.  142,
     goodwill  resulting  from the  excess of cost over fair value of net assets
     acquired was amortized on a straight-line basis over 10 years. SFAS No. 142
     requires among other things,  that companies no longer  amortize  goodwill,
     but test goodwill for impairment at least annually.  In addition,  SFAS 142
     requires  that the  Company  identify  reporting  units for the  purpose of
     assessing  potential  future  impairments of goodwill,  reassess the useful
     lives  of  other  existing   recognized   intangible   assets,   and  cease
     amortization  of  intangible  assets with an  indefinite  useful  life.  An
     intangible  asset  with an  indefinite  useful  life  should be tested  for
     impairment in accordance  with guidelines in SFAS 142. SFAS 142 is required
     to be applied to all goodwill and other  intangible  assets  regardless  of
     when those assets were initially recognized.  The Company will recognize an
     impairment of goodwill if  undiscounted  estimated  future  operating  cash
     flows of the acquired  business are determined to be less than the carrying
     amount of the  goodwill.  If the Company  determines  that the goodwill has
     been  impaired,  the  measurement  of the  impairment  will be equal to the
     excess of the carrying  amount of the goodwill  over the amount of the fair
     value of the asset. If an impairment of goodwill were to occur, the Company
     would reflect the  impairment  through a reduction in the carrying value of
     goodwill.

          As of  October 1, 2002,  the  Company's  goodwill  of  $2,139,555  was
     composed of $1,901,435 associated with the acquisition of USDTL in 1999 and
     $238,120 associated with the acquisition of BJR in 2001. As a result of the
     transitional  impairment  tests for the adoption of SFAS No. 142, the USDTL
     acquisition  was  determined  to be impaired by an  independent  evaluation
     which relied on present value of future cash flows contained in an offer to
     purchase  USDTL  and  market  price  comparisons  of  sales  multiples  for
     companies  engaged in a similar  business to USDTL. The difference in value
     of $650,000 was reported as the  cumulative  effect of change in accounting
     principle  for the year ended  September  30, 2003 during the quarter ended
     March  31,  2003.  No  adjustment  to  the  $238,120  balance  of  goodwill
     associated with the BJR  acquisition was deemed  necessary as of October 1,
     2002 or September  30, 2003.  During Fiscal 2003,  the Company  pursued the
     sale of its USDTL  subsidiary and this sale was consummated on December 16,
     2003.  Based  on the sale  price,  considering  only  the cash  paid at the
     closing of $500,000,  an additional impairment of goodwill was recorded for
     $895,000 as of September 30, 2003.

          Since  September 30, 2003,  no  adjustment to the $238,120  balance of
     goodwill  associated  with the BJR acquisition  was deemed  necessary.  The
     effect  on  reported  net loss due to the  cumulative  effect  of change in
     accounting  principle and  discontinuance  of goodwill  amortization  is as
     follows:
<TABLE>
<CAPTION>
        Six months ended March 31,                                     2004                2003
        ------------------------------------------------------------------------------------------------
<S>                                                                        <C>                  <C>
         Loss available to common shareholders
                 used in basic and diluted EPS (Note 7)                    $(2,292,664)         $(2,743,458)
         Cumulative effect of change in accounting
                 principle                                                          --              650,000
                                                                            -----------           ----------
         Adjusted net loss before cumulative effect
               of change in accounting principle                           $(2,292,664)         $(2,093,458)
                                                                            ===========          ============
                  Basic and diluted earnings per share as reported              $(.02)                $(.05)
         Cumulative effect of change in accounting
               principle                                                           --                   .01
                                                                            -----------          ------------
         Basic and diluted earnings per share before
               cumulative effect of change in accounting
               principle                                                        $(.02)                $(.04)
                                                                               ========              ========
</TABLE>

7.   LOSS PER SHARE

         The following data show the amounts used in computing earnings per
share:
<TABLE>
<CAPTION>

                                                                           Three Months                   Six  Months
                                                                          Ended March 31,               Ended March 31,
                                                                    ------------------------      ---------------------------
                                                                       2004         2003            2004             2003
                                                                    ----------  ------------     -----------     ------------
<S>                                                              <C>             <C>             <C>             <C>
         Loss from continuing operations
             before discontinued operations
             and cumulative effect of a
             change in accounting principle                      $   (602,947)   $(1,087,009)    $(1,236,366)    $(2,085,872)
         Less:
            Preferred Stock Dividends                                 (19,183)          (406)        (43,510)           (854)
            Deemed dividends in connection
             with 6% preferred stock sales                         (1,000,000)            --      (1,000,000)             --
                                                                   ----------    ------------     -----------     -----------
          Loss available to common stockholders
             from continuing operations before
             discontinued operations and
             cumulative effect of a change
             in accounting principle                               (1,622,130)    (1,087,415)     (2,279,876)     (2,086,726)
            Add:
            Income (loss) from discontinued
              operation                                                    --          3,177         (12,788)         (6,732)
            Cumulative effect of a change in
              accounting principle                                         --       (650,000)             --        (650,000)
                                                                   ----------    ------------     -----------     -----------
          Net loss available to common
             stockholders used in basic and
             diluted EPS                                         $ (1,622,130)   $(1,734,238)    $(2,292,664)    $(2,743,458)
                                                                 =============    ============    ============     ===========

          Weighted average number of
             common shares outstanding                            102,438,882     67,938,589      99,248,955      57,721,739
                                                                 ============    =============   ============     ===========

          Loss  per share applicable to
             common stockholders before discontinued
             operations and cumulative effect of a
             change in accounting principle                      $     (0.02)    $    (0.02)   $       (0.02)    $     (0.04)
           Impact of discontinued operations                              --             --               --              --
              Impact of cumulative effect                                 --          (0.01)              ---          (0.01)
                                                                 ------------  -------------    --------------     ----------

              Basic and diluted loss per share
                  applicable to common
                  stockholders                                $(         0.02)   $(     0.03)   $(      0.02)   $(     0.05)
                                                              ================   =============  =============   ============
</TABLE>

8.  STOCK OPTIONS

          The Company accounts for its stock-based  compensation plans using the
     intrinsic value method in accordance with the provisions of APB Opinion No.
     25,  Accounting  for  Stock  Issued to  Employees,  and  complies  with the
     disclosure  provisions  of  SFAS  No.  123,  Accounting  for  Stock-  Based
     Compensation,  and SFAS No. 148,  Accounting for Stock-Based  Compensation-
     Transition and Disclosure.  No stock-based  employee  compensation cost was
     reflected  in net loss,  as all  options  granted  under those plans had an
     exercise  price equal to the fair  market  value of the  underlying  common
     stock on the date of grant.

     The following table illustrates,  in accordance with the provisions of SFAS
     No.  148,   Accounting  for  Stock-Based   Compensation  -  Transition  and
     Disclosure,  the effect on net loss and loss per share if the  Company  had
     applied the fair value recognition  provisions of SFAS No. 123,  Accounting
     for Stock-Based Compensation, to stock-based employee compensation.
<TABLE>
<CAPTION>

                                                        Three Months Ended March 31,          Six Months Ended March 31,
                                                           2004             2003                 2004                2003
                                                     --------------   ---------------    -----------------   -----------------
<S>                                                   <C>              <C>                <C>                 <C>
Loss available to common shareholders                 $(1,622,130)     $(1,734,238)       $ (2,292,664)       $ (2,743,458)
Add: stock based employee compensation
     expense included in reported net loss,
     net of tax                                                --               --                  --                  --
Deduct: total stock based employee
     compensation expense determined
     under the fair value based method for
     all awards, net of tax                               (58,803)        (258,534)           (117,606)           (591,914)
                                                       -----------      -----------        ------------        ------------
Pro forma net loss                                    $(1,689,933)     $(1,992,772)       $ (2,410,270)       $ (3,335,372)
                                                       ===========      ===========        ============        ============
Loss per share:
Basic - as reported                                   $      (.02)     $      (.03)       $       (.02)       $       (.05)
Basic - pro forma                                            (.02)            (.03)               (.02)               (.06)
Diluted - as reported                                        (.02)            (.03)               (.02)               (.05)
Diluted - pro forma                                          (.02)            (.03)               (.02)               (.06)
</TABLE>

     The fair value of the Company's  stock-based option awards to employees was
     estimated assuming no expected dividends and the following weighted-average
     assumptions:

                                        March 31,                  March 31,
                                           2004                      2003
                                      ------------------       --------------
Risk free interest rate                     2.5 %                    2.5%
Expected dividend yield                      --                       --
Expected lives                            5-9 years                5-9 years
Expected volatility                         80%                       80%

     The weighted  average  fair value of options  granted for the three and six
     months ended March 31, 2004 was $0.24.  The weighted  average fair value of
     options granted for the three and six months ended March 31, 2003 was $0.19
     and $0.17, respectively.

8.         ACCRUED EXPENSES

          The amount  for  accrued  expenses  reflects  a  reduction  to accrued
     royalty expense of approximately  $242,000 due to management's  revision of
     estimates  of  amounts  due  to  a  former  supplier  under  a  development
     agreement.

9.   SUBSEQUENT EVENTS

          Since March 31, 2004, holders of Series D Convertible  Preferred stock
     converted  93,333 shares of preferred  stock into  2,799,990  shares of the
     common  stock.  In addition,  the Company  issued  1,504,630  shares of the
     common stock to a holder who exercised warrants on a cashless basis.



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
---------------------------------------------------------------------------

          The following  discussion  and analysis  should be read in conjunction
     with the Company's  consolidated financial statements and the notes thereto
     appearing elsewhere in this report.

RESULTS OF OPERATIONS

Revenues

          Sales for the three  months ended March 31, 2004  increased  $2,171 to
     $1,017,190 from $1,015,019 for the corresponding  period of the prior year.
     For the six months  ended  March 31,  2004,  sales  decreased  $675,285  to
     $1,837,390 from  $2,512,675.  The change for the six months ended March 31,
     2004  primarily  reflects  the  decrease  in the  volume  of  sales  of its
     OralScreen(TM)  products  mainly  resulting  from the low level of employee
     hiring in the United  States and the impact of the  decrease in sales staff
     that  occurred  as part of the  expense  reductions  described  below under
     operating expenses.

Operating Expenses

          Cost of  sales  for  the  three  months  ended  March  31,  2004  were
     approximately  67% of sales compared to the cost of sales of  approximately
     72% of sales for the three months ended March 31, 2003.  For the six months
     ended March 31,  2004,  the cost of sales were 66% compared to 68% of sales
     for the same period of Fiscal  2003.The change for the first half of Fiscal
     2004 reflects  labor and facility rent  reductions  put in place during the
     second half of FY2003.

          Selling,  general and  administrative  expenses  for the three  months
     ended March 31, 2004 decreased $ 258,633, or approximately 26%, to $748,619
     from $1,007,252 for the corresponding period of the prior year. For the six
     months ended March 31, 2004, selling,  general and administrative  expenses
     decreased  $668,933 or approximately  31%, to 1,495,355 from $2,164,288 for
     the six months  ended March 31,  2003.  The  decrease  for the three months
     ended March 31, 2004 primarily reflects the impact of labor,  facility rent
     and other  expense  reductions  implemented  during  the last six months of
     FY2003 of approximately $196,000 and reductions in accrued royalty expenses
     of  approximately  $242,000  due to  managements  revision of  estimates of
     amounts due to a former  supplier  under a product  development  agreement;
     offset  in part  by  increases  in  accrued  legal,  warranty  and  special
     shareholder meeting expenses totaling  approximately  $179,000.  The change
     for the six months  ended  March 31,  2004  mainly  includes  the impact of
     labor,  facility rent and other expense  reductions  implemented during the
     last six months of FY2003 of  approximately  $606,000 and the  reduction in
     accrued royalty expenses of approximately  $242,000 described above; offset
     in part by increases  in accrued  legal,  warranty and special  shareholder
     meeting  expenses  totaling  approximately  $179,000.  In order to  achieve
     revenue  growth,   the  Company  will  incur  increased  expenses  to  hire
     additional  direct  sales staff and expand  marketing  programs  during the
     remainder of FY2004 and beyond.

          Expenses for research and development for the three months ended March
     31, 2004  amounted to $119,512  compared to $236,683 for the  corresponding
     period of the prior year, a reduction of $117,171. For the six months ended
     March 31, 2004,  expenses for research and development were $227,667 versus
     $509,811  for the six months ended March 31, 2003, a reduction of $282,144.
     The decreases for the three and six months were primarily  attributable  to
     the lower  staffing  levels  that were put in place as part of the  expense
     reductions  implemented  during the second half of FY2003. The Company must
     continue  developing and enhancing its  ORALscreen  products and therefore,
     will most likely incur  increased  expenses  for  research and  development
     during the remainder of FY2004 and beyond.

     Other Income and Expense

          Interest expense and financing costs were $72,414 for the three months
     ended March 31, 2004 compared to $128,438  incurred during the three months
     ended March 31, 2003.  For the six months  ended March 31,  2004,  interest
     expense and financing  costs amounted to $141,682  versus  $203,991 for the
     corresponding  period of Fiscal 2003. The decrease resulted  primarily from
     interest expense and financing costs associated with long-term notes issued
     in February 2003 and subsequently converted to common stock in August 2003.

          For the three months ended March 31,  2004,  other income  amounted to
     $4,660  compared to other  expense of $266 for the three months ended March
     31,  2003.  Other income for the six months ended March 31, 2004 was $9,107
     compared to $329 for the six months ended March 31, 2003. The three and six
     months ended March 31, 2004 included approximately $7,000 received from the
     Company's  life  and  disability  insurance  carrier  as a  result  of  its
     conversion from a mutual insurance company to a stock insurance company.

     Discontinued Operations

          On December 16, 2003, the Company consummated the sale of the business
     and net assets,  excluding  cash,  of its USDTL  subsidiary.  For the three
     months ended March 31, 2004,  no income was recorded for USDTL  compared to
     income of $3,177 for the  corresponding  period of the prior year.  For the
     six months ended March 31, 2004, the loss was $12,788 compared to a loss of
     $6,732  for the six months  ended  March 31,  2003.  The change for the six
     months  ended  March  31,  2004  resulted  primarily  from  the loss on the
     disposal  of USDTL of  $17,235  which was  offset  in part by  income  from
     operations of $4,447 (see Note 3 of the consolidated financial statements).

       Cumulative Effect of a Change in Accounting Principle

          For the six months ended March 31, 2003,  the Company,  in  accordance
     with its  adoption  of SFAS 142 on  October  1,  2002,  recorded a $650,000
     impairment of goodwill  associated  with the  acquisition of USDTL in 1999.
     Refer to Note 6 of the financial  statements for a complete  description of
     this adjustment to goodwill.

      Net Loss

          Primarily as a result of the factors  described above, the Company had
     a net loss of  $602,947  for the three  months  ended  March 31,  2004,  as
     compared to net loss of  $1,733,832  for the three  months  ended March 31,
     2003.  For the six months ended March 31, 2004,  the Company had a net loss
     of $1,249,154  versus  $2,742,604  for the  corresponding  period of Fiscal
     2003. The loss per share was $.02 per basic and diluted share for the three
     months ended March 31, 2004  compared to a loss per share of $.03 per basic
     and diluted  share for the three months  ended March 31, 2003.  For the six
     months  ended  March  31,  2004,  the loss per share was $.02 per basic and
     diluted  share versus a loss per share of $.05 per basic and diluted  share
     for the six months ended March 31, 2003.

FINANCIAL CONDITION AND LIQUIDITY

          At March 31,  2004,  the  Company  had a working  capital  deficit  of
     $714,025  and cash and  cash  equivalents  of  $381,112.  Net cash  used in
     operating activities during the six months ended March 31, 2004 amounted to
     $2,046,263  resulting primarily from a net loss of $1,249,154,  an increase
     in accounts  receivable of $11,320, an increase in inventories of $106,885,
     a decrease in  accounts  payable  and  accrued  expenses of $943,899  and a
     decrease in deferred  revenue of $1,200;  partially offset by the loss from
     disposal  of   discontinued   operation   of  $17,235,   depreciation   and
     amortization  of  $58,412,  amortization  of  debt  discount  and  deferred
     financing  of $28,968,  amortization  of deferred  rent expense of $41,589,
     common  stock for interest of $87,500,  a decrease in prepaid  expenses and
     other  current  assets of $7,786 and a decrease in other assets of $24,705.
     Net cash  provided by financing  and  investing  activities  during the six
     months ended March 31, 2004 amounted to  $1,296,456  from proceeds from the
     sale of USDTL of $500,000  and the sale of stock and  warrants of $922,300;
     offset in part by the  repayment  of notes  payable and  long-term  debt of
     $108,495,  payment of cash  dividend  on  preferred  stock of  $16,110  and
     purchases of property and equipment of $1,239.

          As indicated in the Results of Operations  above, the Company sold the
     net assets,  excluding  cash,  and the business of its USDTL  subsidiary in
     December  2003.  From this sale,  the  Company  received  net  proceeds  of
     approximately  $500,000.  In  addition,  under the  terms of the sale,  the
     Company  expects to receive an  additional  $500,000  in the  future,  less
     amounts  for the  purchase  of  services  by Avitar  under a  services  and
     consulting agreement, based on obligations of the purchaser of USDTL to pay
     the Company 10% of certain revenues in excess of $1,500,000  annually.  The
     Company  recorded the $500,000  received in the first quarter of FY2004 and
     will recognize proceeds for the additional $500,000 when they are received.

     During FY 2004,  the Company's  cash  requirements  are expected to include
     primarily  the funding of  operating  losses,  the  payment of  outstanding
     accounts  payable,  the repayment of certain notes payable,  the funding of
     operating capital to grow the Company's drugs of abuse testing products and
     services,  and the continued  funding for the development of its ORALscreen
     product line. In March 2004, the Company, as part of the agreement covering
     the  preferred  stock  sold in  September  2003,  sold  1,000  shares of 6%
     Convertible  Preferred Stock and Warrants to purchase  4,629,630  shares of
     Common Stock for which it received net proceeds of approximately  $920,000.
     The 6% Convertible  Preferred  Stock,  with a face value of $1,000,000,  is
     convertible into Common Stock at $0.216 per share,  subject to adjustments,
     and the Warrants are  exercisable at $0.135 per share.  The warrants issued
     in connection with this preferred stock and the conversion feature resulted
     in a deemed  dividend of  $1,000,000  being  recorded  and  included in the
     earnings per share calculation for the three and six months ended March 31,
     2004.  The cash  available  at March  31,  2004  and  anticipated  customer
     receipts  are  expected  to be  sufficient  to fund the  operations  of the
     Company  through May 2004.  Beyond  that time,  the  Company  will  require
     significant   additional   financing  from  outside  sources  to  fund  its
     operations.  The Company plans to continuing  working with placement agents
     and/or investment fund managers in order to raise approximately $10 million
     during the  remainder  of Fiscal 2004 from the sales of equity  and/or debt
     securities.  The Company plans to use the proceeds from these financings to
     provide  working  capital  and  capital  equipment  funding to operate  the
     Company, to expand the Company's  business,  to further develop and enhance
     the  ORALscreen  drug  screening  systems and to pursue the  development of
     in-vitro oral fluid diagnostic testing products.  However,  there can be no
     assurance that these financings will be achieved.

          The Company has  accumulated  losses that have  reduced  shareholders'
     equity to a deficit.  As a result,  as  previously  reported,  the  Company
     received a letter dated January 30, 2004 from The American  Stock  Exchange
     ("AMEX" or the "Exchange")  noting that the Company's 2003 Annual Report on
     Form 10-KSB  indicates  that the Company is not in compliance  with all the
     continued listing standards of AMEX. In its letter,  the Exchange indicated
     that, in order to maintain its AMEX listing, the Company must submit a plan
     by March 3, 2004  advising the Exchange of the action that it takes or will
     take  that  will  bring  it into  compliance  with  the  continued  listing
     standards  within 18 months.  The Company  submitted its plan. On March 17,
     2004, the Exchange notified the Company that it had accepted Avitar's plan,
     which will enable the Company to maintain its listing on the American Stock
     Exchange. More specifically,  the Exchange granted the Company an extension
     through  July 2005  subject to periodic  reviews by the  Exchange to assure
     that Avitar is making progress consistent with the plan.

     Operating  revenues are expected to grow during the last half of FY 2004 as
     employment  begins to rise in the United  States and the Company is able to
     convert  employers to using  ORALscreen,  Avitar's  oral fluid drug testing
     products.  In order to achieve the revenue growth, the Company will need to
     significantly  increase its direct  sales force and  implement an expanded,
     targeted  marketing program.  ORALscreen,  as an instant on-site diagnostic
     test, is part of the fastest growing segment of the diagnostic test market.
     Inventories  are  currently at  appropriate  levels for  anticipated  sales
     volumes and the Company,  with its production capacity and the arrangements
     with its  current  contract  manufacturing  sources,  expects to be able to
     maintain inventories at optimal levels. Based on current sales, expense and
     cash flow projections,  the Company believes that the current level of cash
     and  cash-equivalents  on hand and,  most  importantly,  a  portion  of the
     anticipated  net  proceeds  from the  financing  mentioned  above  would be
     sufficient to fund  operations  until the Company  achieves  profitability.
     There  can  be  no  assurance   that  the  Company  will   consummate   the
     above-mentioned  financing,  or that any or all of the net proceeds  sought
     thereby will be obtained.  Furthermore,  there can be no assurance that the
     Company  will have  sufficient  resources  to achieve the growth in revenue
     while maintaining the cost reductions  implemented in Fiscal 2003. Once the
     Company achieves  profitability,  the longer-term cash  requirements of the
     Company to fund operating  activities,  purchase capital equipment,  expand
     the  existing  business  and develop new products are expected to be met by
     the anticipated  cash flow from operations and proceeds from the financings
     described  above.  However,  because there can be no assurances  that sales
     will materialize as forecasted, management will continue to closely monitor
     and attempt to control  costs at the Company and will  continue to actively
     seek the needed additional capital.

          As a result of the  Company's  recurring  losses from  operations  and
     working capital  deficit,  the report of its independent  certified  public
     accountants  relating to the financial  statements for Fiscal 2003 contains
     an  explanatory  paragraph  stating  substantial  doubt about the Company's
     ability  to  continue  as a going  concern.  Such  report  states  that the
     ultimate outcome of this matter could not be determined as the date of such
     report  (December  5, 2003 except for Note 17 which is as of  December  16,
     2003).  The Company's  plans to address the situation are presented  above.
     However, there are no assurances that these endeavors will be successful or
     sufficient.




RECENT ACCOUNTING PRONOUNCEMENTS

          In March 2004,  the  Financial  Accounting  Standards  Board  ("FASB")
     issued a proposed  Statement,  "Share-Based  Payment",  that  addresses the
     accounting  for  share-based  payment  transactions  in which an enterprise
     receives  employee  services in exchange for (a) equity  instruments of the
     enterprise  or (b)  liabilities  that are  based  on the fair  value of the
     enterprise's  equity  instruments or that may be settled by the issuance of
     such equity instruments. The proposed statement would eliminate the ability
     to account for share-based compensation  transactions using APB Opinion No.
     25, "Accounting for Stock Issued to Employees", and would generally require
     that such transactions be accounted for using a fair value-based method. As
     discussed  in  Note 4,  the  Company  currently  accounts  for  share-based
     compensation  transactions  using APB Opinion No. 25. If this  statement is
     issued,  the  adoption  of this  interpretation  will have an impact on the
     Company's  consolidated  financial position and results of operations,  the
     level of which the Company is currently assessing.


FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

          Except for the historical  information  contained herein,  the matters
     set forth  herein are  "forward-looking  statements"  within the meaning of
     Section 27A of the  Securities  Act of 1933,  Section 21E of the Securities
     Exchange Act of 1934 and the Private  Securities  Litigation  Reform Act of
     1995. We intend that such forward-looking statements be subject to the safe
     harbors created thereby.

          Such  forward-looking  statements  involve  known and  unknown  risks,
     uncertainties  and  other  factors  which may  cause  our  actual  results,
     performance  or  achievements  to be materially  different  from any future
     results,   performance  or   achievement   expressed  or  implied  by  such
     forward-looking  statements.  Such factors include,  but are not limited to
     the following:  product demand and market  acceptance  risks, the effect of
     economic conditions, results of pending or future litigation, the impact of
     competitive    products    and    pricing,    product    development    and
     commercialization,   technological   difficulties,   government  regulatory
     environment and actions, trade environment, capacity and supply constraints
     or difficulties,  the result of financing  efforts,  actual purchases under
     agreements and the effect of the Company's accounting policies.


ITEM 3.           CONTROLS AND PROCEDURES

          (a) Evaluation of Disclosure Controls and Procedures

          Our  management,  including  our  chief  executive  officer  and chief
     financial  officer,  have carried out an evaluation of the effectiveness of
     our disclosure  controls and  procedures as of March 31, 2004,  pursuant to
     Exchange Act Rules 13a-15(e) and  15(d)-15(e).  Based upon that evaluation,
     our chief executive officer and chief financial officer have concluded that
     as of such  date,  our  disclosure  controls  and  procedures  in place are
     adequate to ensure  material  information and other  information  requiring
     disclosure is identified and communicated on a timely basis.

          (b) Changes in Internal Control Over Financial Reporting

          During the period  covered by this report,  there have been no changes
     in our  internal  control over  financial  reporting  that have  materially
     affected or are reasonably likely to materially affect our internal control
     over financial reporting.
<PAGE>


                            PART II OTHER INFORMATION


ITEM 2. CHANGE IN  SECURITIES  AND SMALL  BUSINESS  ISSUER  PURCHASES  OF EQUITY
SECURITIES

          During the quarter ended March 31, 2004 the Company  issued to warrant
     holders  2,902,778  shares of the Company's  common stock upon the cashless
     exercise of their warrants. In addition,  the Company issued to a holder of
     the Series B  redeemable  convertible  preferred  stock 2,390 shares of the
     Company's  common stock upon the  conversion of 239 shares of his preferred
     stock.  Also during the quarter  ended March 31, 2004,  the Company  issued
     230,263  shares of the  Company's  common  stock as payment for interest on
     long-term debt. The exemption for registration of these securities is based
     upon Section 4(2) of the  Securities Act because the issuances were made to
     accredited investors in private placements.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


          A special meeting of the shareholders was held on February 27, 2004 to
     approve  the  issuance  of the  maximum  number of shares of the  Company's
     common  stock that would be issuable or issued in  connection  with various
     financing  proposals.  The  tabulation  of  votes  for all  matters  was as
     follows:

<TABLE>
<CAPTION>

                                                                       For           Against       Abstain
                                                                    ------------   -------------  ----------
<S>                                                                 <C>             <C>             <C>
Proposal No. 1-Ratification and approval
of the issuance of the maximum number of
shares of the Company's common stock
issued or issuable in connection with the
first closing of the September 2003 Private
Placement.                                                          51,420,727      5,557,166       93,170

Proposal No. 2-Ratification and approval
of the issuance of the maximum number of
shares of the Company's common stock
issued or issuable in connection with the
second closing of the September 2003 Private
Placement.                                                          51,278,540      5,609,078      183,445

Proposal No. 3-Approval of the issuance of
the maximum number of shares of the
Company's common stock issued or issuable
in connection with the New Financing.                               51,374,285      5,607,078       89,700

</TABLE>


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

Exhibit No.              Document

31.1 Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted  Pursuant to
     Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted  Pursuant to
     Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted  Pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002

32.2 Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted  Pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002


(b) Reports on Form 8-K:


     Form 8-K, Items 5 and 7, dated March 9, 2004 regarding a private  placement
to Gryphon  Master  Fund,  LP for the sale of  convertible  preferred  stock and
warrants.

     Form 8-K,  Items 5 and 7, dated March 25, 2004  regarding the acceptance by
The  American  Stock  Exchange  ("AMEX") of a plan  submitted  by the Company to
regain full  compliance  with the  continued  listing  standards of AMEX by July
2005.

<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                   AVITAR, INC.
                                   (Registrant)




Dated:  May 17, 2004               /S/ Peter P. Phildius
                                   -----------------------------------
                                   Peter P. Phildius
                                   Chairman and Chief
                                   Executive Officer
                                   (Principal Executive Officer)




Dated:  May 17, 2004               /S/ J.C. Leatherman, Jr.
                                   --------------------------
                                   J.C. Leatherman, Jr.
                                   Chief Financial Officer
                                   (Principal Accounting and
                                   Financial Officer)

<PAGE>

                                  EXHIBIT INDEX


       Exhibit No.                                       Document
       31.1         Certification Pursuant to 18 U.S.C. Section 1350, as
                    Adopted Pursuant to Section 302 of the Sarbanes-Oxley
                    Act of 2002

       31.2         Certification Pursuant to 18 U.S.C. Section 1350, as
                    Adopted Pursuant to Section 302 of the Sarbanes-Oxley
                    Act of 2002

       32.1         Certification Pursuant to 18 U.S.C. Section 1350, as
                    Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                    Act of 2002

       32.2         Certification Pursuant to 18 U.S.C. Section 1350, as
                    Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                    Act of 2002