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 June 30, 2003.

[    ] 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 of             (I.R.S. Employer Identification No.)
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

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

                            COMMON STOCK: 85,470,264
                              AS OF AUGUST 12, 2003

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


                               Page 1 of 33 pages
                           Exhibit Index is on Page 23


<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                                    17

PART II: OTHER INFORMATION                                                   20

         Item 1    Legal Proceedings                                         21

         Item 2    Changes in Securities                                     21

         Item 4    Submission of Matters to Vote of Security Holders         21

         Item 6    Exhibits and Reports on Form 8-K                          22


SIGNATURES                                                                   23

EXHIBIT INDEX                                                                24

<PAGE>


                          PART I FINANCIAL INFORMATION
Item 1.     FINANCIAL STATEMENTS

                          Avitar, Inc. and Subsidiaries
                           Consolidated Balance Sheet
                                  June 30, 2003
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                      ASSETS
<S>                                                                               <C>
CURRENT ASSETS:
 Cash and cash equivalents                                                        $   181,094
 Accounts receivable, net                                                             453,747
 Inventories                                                                          337,960
 Prepaid expenses and other current assets                                            126,247
                                                                                    ---------
  Total current assets                                                              1,099,048

PROPERTY AND EQUIPMENT, net                                                           317,128
GOODWILL, net                                                                       1,489,555
OTHER ASSETS                                                                          410,483
                                                                                    ---------
  Total Assets                                                                    $ 3,316,214
                                                                                    =========

 LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
 Notes payable                                                                      $465,607
 Accounts payable                                                                   1,690,235
 Accrued expenses                                                                   1,035,429
 Deferred income                                                                      222,400
 Current portion of long-term debt                                                     14,469
                                                                                    ---------
 Total current liabilities                                                          3,428,140

LONG TERM DEBT, LESS CURRENT PORTION                                                1,306,517
                                                                                    ---------
 Total liabilities                                                                  4,734,657
                                                                                    ---------

   COMMITMENTS

STOCKHOLDERS' DEFICIT:
Series B, C and D convertible preferred stock, $.01 par value; authorized
5,000,000 shares; 136,202 shares issued and outstanding                                 1,361
Common Stock, $.01 par value; authorized 100,000,000 shares;
75,851,754 shares issued and outstanding                                              758,518
Additional paid-in capital                                                         43,727,595
Accumulated deficit                                                               (45,905,917)
                                                                                  ------------
Total stockholders' deficit                                                        (1,418,443)
                                                                                  ------------
Total Liabilities and Stockholders' Deficit                                        $3,316,214
                                                                                  ============
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>
                          Avitar, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                   THREE MONTHS ENDED JUNE 30,          NINE MONTHS ENDED JUNE 30,
                                            -------------------------------------------------------------------------
                                                 2003                 2002                2003           2002
                                            -------------------------------------------------------------------------
<S>                                           <C>                  <C>                  <C>               <C>
SALES                                         $1,424,534           $2,233,320           $4,713,806        $7,706,853
                                            -------------        -------------       --------------     -------------

OPERATING EXPENSES
Cost of sales                                  1,163,359            1,274,229            3,296,956         4,421,119
Selling, general and administrative expenses     984,897            1,691,567            3,519,193         4,799,525
Research and development expenses                154,088              333,930              663,899         1,001,120
Amortization of goodwill                               -               77,498                    -           232,494
                                            -------------                            --------------     -------------
                                                                 -------------
Total operating expenses                       2,302,344            3,377,224            7,480,048        10,454,258
                                            -------------        -------------       --------------     -------------

LOSS FROM OPERATIONS                            (877,810)          (1,143,904)          (2,766,242)       (2,747,405)
                                            -------------        -------------       --------------     -------------

OTHER INCOME (EXPENSE)
Interest expense and financing costs            (197,065)              (9,481)            (402,109)          (49,274)
Other income, net                                 14,346                   85               15,218            19,788
                                            -------------                            --------------     -------------
                                                                 -------------
Total other expense, net                        (182,719)              (9,396)            (386,891)          (29,486)
                                            -------------        -------------       --------------     -------------

LOSS BFORE CUMULATIVE EFFECT OF A
 CHANGE IN ACCOUNTING PRINCIPLE (Note 7)      (1,060,529)          (1,153,300)          (3,153,133)       (2,776,891)

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

                                            -------------        -------------       --------------     -------------
     NET LOSS                                $(1,060,529)         $(1,153,300)         $(3,803,133)      $(2,776,891)
                                            =============        =============       ==============     =============

BASIC AND DILUTED LOSS PER SHARE BEFORE
 CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING
 PRINCIPLE                                        $(0.01)              $(0.03)              $(0.05)           $(0.07)
                                            =============        =============       ==============     =============

BASIC AND DILUTED LOSS PER SHARE AFTER
 CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING
 PRINCIPLE                                        $(0.01)              $(0.03)              $(0.06)           $(0.07)
                                            =============        =============       ==============     =============

WEIGHTED AVERAGE
 NUMBER OF COMMON SHARES OUTSTANDING          73,130,567           44,605,933           63,228,778        42,006,575
                                            =============        =============       ==============     =============

</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>

                          Avitar, Inc. and Subsidiaries
                 Consolidated Statement of Stockholders' Deficit
                         Nine Months Ended June 30, 2003
                                   (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, 2002               1,775,330     $17,752     44,674,215       $446,742      $41,769,112     ($42,102,770)

Sale of common stock and warrants                   -           -      2,714,310         27,143          313,037                -

Exercise of warrants                                                   1,431,243         14,313          114,500

Issuance of common stock for services               -           -        833,246          8,333          170,278                -

Issuance of common stock for interest on
long-term debt                                                           751,049          7,510          123,740

Conversion of Series B and Series C
preferred stock into common stock          (1,639,133)    (16,391)    17,701,101        177,011         (160,620)               -

Payment of preferred stock dividend, Series
B preferred stock                                   5           -              -              -               14              (14)

Discount and beneficial conversion related
to issuance of common stock in
connection with convertible notes                                      5,730,000         57,300          897,700

Issuance of common stock and warrants
for settlement of financial consultant fees                            2,016,590         20,166          499,834

     Net loss                                       -           -              -              -                -       (3,803,133)
------------------------------------------------------  ----------  -------------  -------------  ---------------  ---------------

Balance at June 30, 2003                      136,202      $1,361     75,851,754       $758,518      $43,727,595     ($45,905,917)
------------------------------------------------------  ----------  -------------  -------------  ---------------  ---------------

</TABLE>


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

                                                                                     NINE MONTHS ENDED JUNE 30,
                                                                                -------------------------------------
                                                                                      2003                   2002
                                                                                -------------------------------------
<S>                                                                               <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                                          $(3,803,133)           $(2,776,891)
Adjustments to reconcile net loss to
 net cash used in operating activities:
  Cumulative effect of a change in accounting principle                               650,000                      -
  Depreciation and amortization                                                       143,432                190,339
  Amortization of goodwill                                                                  -                232,494
  Gain from sale of equity investment and equipment                                         -                (18,943)
  Common stock for services                                                            60,000                 26,900
  Common stock for interest on long-term debt                                         131,250                      -
  Changes in operating assets and liabilities:
     Accounts receivable                                                              690,249               (101,636)
      Inventories                                                                     184,474               (267,547)
     Prepaid expenses and other current assets                                         47,515                 84,579
     Other assets                                                                     (35,181)                18,069
     Accounts payable and accrued expenses                                             13,827                355,709
     Deferred revenue                                                                 187,400               (385,000)
                                                                                  -----------           ------------
     Net cash used in operating activities                                        (1,730,167)             (2,641,927)
                                                                                  -----------           ------------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchases of property and equipment                                                 (8,559)               (142,853)
  Proceeds from sale of equity investment                                                  -                  24,391
  Proceeds from sale of equipment                                                          -                   7,500
                                                                                  ------------          -------------
     Net cash used in investing activities                                            (8,559)               (110,962)
                                                                                  ------------          -------------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Sales of common stock, preferred stock and warrants                                340,180               1,306,000
  Exercise of warrants and stock options                                             128,813               1,257,423
  Stock subscription receivable                                                            -                  35,000
  Net proceeds from notes payable and long-term debt                                 947,623                 159,377

                                                                                --------------     ------------------
             Net cash provided by financing activities                             1,416,616               2,757,800
                                                                                --------------     ------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                (322,110)                  4,911

CASH AND CASH EQUIVALENTS, beginning of the period                                   503,204                 245,409
                                                                                --------------     ------------------

CASH AND CASH EQUIVALENTS, end of the period                                        $181,094                $250,320
                                                                                ==============     ==================

NON CASH TRANSACTIONS:
Common stock issued for deferred financing                                          $118,610                      $-
Common stock and warrants issued for settlement of financial consultant fees        $520,000                      $-

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during period:
 Income taxes                                                                             $-                      $-
     Interest                                                                        $33,786                 $15,101

</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 nine months of Fiscal 2003, 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.  United States Drug Testing Laboratories,
     Inc. ("USDTL"), a wholly-owned  subsidiary of Avitar,  operates a certified
     laboratory  and  provides   specialized  drug  testing  services  primarily
     utilizing  hair and  meconium  as the  samples.  Through  its  wholly-owned
     subsidiary,  BJR Security,  Inc. (`BJR"),  the Company provides specialized
     contraband detection and education services.

          The accompanying consolidated financial statements of the Company have
     been prepared in accordance with generally accepted  accounting  principles
     for  interim  financial  reporting,  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 nine month periods ended June
     30, 2003 are not necessarily indicative of the results that may be expected
     for the full  fiscal year  ending  September  30,  2003.  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, 2002.

          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 of $2,329,092 as of June 30, 2003.  The Company
     raised net proceeds aggregating  approximately $2,590,000 during the fiscal
     year ended  September  30, 2002 from the sale of stock and the  exercise of
     options and  warrants.  In addition,  the Company  received net proceeds of
     approximately  $1,127,000  from a long-term  note payable.  During the nine
     months ended June 30, 2003, the Company raised approximately  $469,000 from
     the sale of common stock and exercise of warrants and received net proceeds
     of  approximately  $817,000 from long-term  notes payable.  Based upon cash
     flow  projections,  the Company  believes  the  anticipated  cash flow from
     operations  and most  importantly,  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 June 30, 2003, inventories consist of the following:

                           Raw Materials            $160,696
                           Work-in-Process            98,719
                           Finished Goods             78,545
                                                  ----------
                                    Total           $337,960
                                                    ========

3.   MAJOR CUSTOMERS

     Customers in excess of 10% of total sales are:

                    Three Months Ended June 30,     Nine Months Ended June 30,
                   -----------------------------   -----------------------------
                     2003              2002             2003           2002
                   ---------        ----------        ---------      -----------

 Customer A        $221,226                 *         $734,923                *
 Customer B             *            $500,000                *       $2,477,910
 Customer C             *                   *          418,790                *


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

4.   LONG-TERM DEBT

          In February  2003,  the Company  executed  notes  payable with private
     individuals  in the  principal  amount of  $955,000  which are  payable  at
     maturity in February 2008. These notes are senior subordinated  obligations
     of the Company bearing  interest at the rate of 15% per annum.  Interest on
     the outstanding principal amount at the rate of 10% is payable quarterly in
     cash.  The balance of 5% per annum will accrue  until  maturity.  Each note
     holder  received 6 shares of the Company's  common stock for each dollar of
     principal in the note for a total of 5,730,000 shares.  These notes and any
     accrued and unpaid interest due thereon,  are  convertible  into the common
     stock of the Company at a  conversion  price of $.09 per share,  subject to
     adjustments.  In conjunction  with the issuance of these notes, the Company
     paid a  placement  agent  $87,000  in cash,  issued  573,000  shares of the
     Company's  common  stock and  warrants  to purchase  461,353  shares of the
     Company's  common stock at an exercise price of $.09 per share,  subject to
     adjustments,  which have been recorded as deferred financing costs totaling
     approximately  $251,000.  The fair value of the  shares  issued to the note
     holders and the beneficial  conversion feature of the convertible notes was
     accounted for in accordance  with Emerging  Issues Task Force  ("EITF") No.
     00-27  which  resulted  in a discount  of  $955,000  and was  recorded as a
     discount  on the  notes.  Accordingly,  the  face  value of the  notes  was
     discounted  to $0. As of June 30,  2003,  $63,688 of the  discount has been
     amortized and the carrying value of the debt was $63,688. The discount will
     be amortized to interest  expense over the five-year  life of the debt. The
     shares  issuable upon  conversion  of the notes are subject to  shareholder
     approval. If shareholder approval is not obtained,  the notes can be called
     requiring  immediate  repayment  with the  remaining  discount on the notes
     expensed in full.

5.   SETTLEMENT AGREEMENT

          As of September 30, 2002, the Company recorded a liability of $520,000
     with a corresponding charge to equity to reflect the fair value of the cost
     associated with a Settlement  Agreement for  compensation to the Estate and
     successors of a financial advisor who provided services to the Company from
     1998 to 2001 directly related to the raising of capital through issuance of
     equity  instruments.  On  December  11,  2002,  the  Company  settled  this
     liability  and issued  2,016,590  shares of common  stock and  warrants  to
     purchase  1,176,679  shares of common stock at exercise prices ranging from
     $0.23 to $0.35 per share with expiration dates in October 2003 and December
     2003.  The  Company   recorded  an  offsetting   increase  of  $520,000  to
     stockholders' equity for the fair value of the shares and warrants issued.


6.   COMMON AND PREFERRED STOCK

          During the nine months ended June 30, 2003, the Company sold 2,714,310
     shares of the Company's common stock and received proceeds of approximately
     $340,000.  In  connection  with the sale of the common  stock,  the Company
     issued to the holders of the common  stock  warrants to purchase  2,376,946
     shares of the Company's  common stock at exercise  prices from $.20 to $.30
     per share,  which expire in three years. In addition,  the Company received
     proceeds  of  approximately  $129,000  from the  exercise  of  warrants  to
     purchase  1,431,243  shares of common stock. For the nine months ended June
     30, 2003, the Company issued 2,849,836 shares of the Company's common stock
     for services,  including the placement agent services  described in Note 4,
     and the settlement of the liability  described in Note 5. As payment of the
     $131,250 of interest due on the long-term  note to Global  Capital  Funding
     Group, LP, the Company issued 751,049 shares of the Company's common stock.
     In  addition,  the  Company  issued  common  stock in  connection  with the
     long-term notes discussed in Note 4.

          For the nine months ended June 30, 2003,  holders of Series A, B and C
     convertible  preferred stock converted  1,639,133 shares of preferred stock
     into 17,701,101 shares of the Company's common stock thereby  eliminating a
     majority of the Series B preferred stock. Preferred stock dividends related
     to the Series B convertible  preferred stock for the nine months ended June
     30, 2003  amounted to $14. As of June 30, 2003,  the total amount of unpaid
     and  undeclared  dividends  was $2,416.  The  decrease  was a result of the
     reduction of Series B preferred stock from the conversion.

  7. GOODWILL

          Effective  October 1, 2002, the Company adopted SFAS No. 142, Goodwill
     and Other  Intangible  Assets,  during  Fiscal 2003.  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.  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, 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 nine
     months  ended June 30,  2003.  No  adjustment  to the  $238,120  balance of
     goodwill  associated with the BJR  acquisition  was deemed  necessary as of
     June 30, 2003.

          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>

        Nine months ended June 30,                                     2003                2002
        --------------------------------------------------------------------------------------------
<S>                                                               <C>                  <C>
         Reported Net Loss                                        $(3,803,133)         $(2,776,891)
         Cumulative effect of change in accounting
                  principle                                           650,000                    -
         Goodwill amortization                                              -              232,494
                                                                   -------------        ----------
         Adjusted net loss before cumulative effect
               of change in accounting principle and
               excluding 2002 goodwill amortization               $(3,153,133)         $(2,544,397)
                                                                  =============       =============

         Basic and diluted earnings per share as reported               $(.06)               $(.07)
         Cumulative effect of change in accounting
               principle                                                  .01                    -
         Goodwill amortization                                              -                  .01
                                                                   ------------         -----------
         Basic and diluted earnings per share before
                cumulative effect of change in accounting
                principle and excluding 2002 goodwill
                amortization                                            $(.05)               $(.06)
                                                                       ========            ========
</TABLE>


8.  EARNINGS PER SHARE

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


                                             Three Months Ended June 30,        Nine Months Ended June 30,
                                                2003                 2002           2003           2002
                                             ------------        ------------    ------------  ------------
<S>                                          <C>                 <C>             <C>           <C>
         Net loss                            $(1,060,529)        $(1,153,300)    $(3,803,133)  $(2,776,891)
         Less:Preferred Stock
            dividends                               (476)            (97,035)         (1,330)     (283,126)
                                             ------------         -----------     -----------     ---------

         Loss available to
               common
               stockholders  used
               in basic and
               diluted EPS                   $(1,061,005)        $(1,250,335)    $(3,804,463)  $(3,060,017)
                                              ===========        ============    ============   ============

         Weighted average
             number of
             common shares
             outstanding                      73,130,567          44,605,933      63,228,778    42,006,575
                                              ==========          ===========     ===========   ==========
</TABLE>

 9.  STOCK OPTIONS

          We account for our 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 comply 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 we 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 June 30,             Nine Months Ended June 30,
                                                      2003             2002                 2003               2002
                                                ---------------- ----------------- ------------------   -----------------
<S>                                             <C>               <C>                <C>                 <C>
Loss available to common shareholders           $(1,061,005)      $(1,250,335)       $ (3,804,463)       $ (3,060,017)
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                        (295,957)         (286,640)           (887,871)           (859,919)
                                                -------------     ------------        ------------        ------------
Pro forma net loss                              $(1,356,962)      $(1,536,975)        $(4,692,334)        $(3,919,936)
                                                =============     ============        ============        ============
Loss per share:
Basic - as reported                             $     (0.01)      $      (.03)        $     (0.05)        $      (.07)
Basic - pro forma                                     (0.02)             (.04)              (0.07)               (.09)
Diluted - as reported                                 (0.01)             (.03)              (0.05)               (.07)
Diluted - pro forma                                   (0.02)             (.04)              (0.07)               (.09)
</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:

                                         June 30,               June 30,
                                           2003                    2002
                                      ------------------     ---------------
Risk free interest rate                3.3 - 5.3 %             3.3-5.3%
Expected dividend yield                   -                       -
Expected lives                          3 - 10 years          3-10 years
Expected volatility                       85%                     85%

10.  SUBSEQUENT EVENTS

          Since  June  30,  2003,  the  Company  sold  1,950,000  shares  of the
     Company's common stock and received proceeds of approximately  $195,000. In
     connection  with the sale of the common  stock,  the Company  issued to the
     holders of the common stock  warrants to purchase  1,950,000  shares of the
     Company's common stock at an exercise price of $.20 per share, which expire
     in three years. After shareholders at their annual meeting on July 28, 2003
     approved the increase in  authorized  shares of common stock and all shares
     of common stock  issuable  pursuant to the long-term debt described in Note
     4, certain note holders  converted  their debt in the  principal  amount of
     approximately  $680,000 plus accrued  interest into 7,668,510 shares of the
     Company's  common stock. The company also sold 700 shares of 8% Convertible
     Preferred Stock and Warrants to purchase  4,666,666 shares of Common Stock.
     The $700,000 of Preferred  Stock is convertible  into Common Stock at $0.15
     per share,  subject to  adjustments,  and the Warrants are  exercisable  at
     $0.01 per share.  The 700 shares of Preferred  Stock are also redeemable in
     five years at $1,000 per share plus accrued but unpaid 8% dividends.


<PAGE>

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.  This report may contain  forward-looking  statements.
For a description of risks and  uncertainties  relating to such  forward-looking
statements,  see the  Forward-Looking  Statements and  Associated  Risks section
later in this Item.

RESULTS OF OPERATIONS

Revenues

     Sales for the three  months  ended June 30,  2003  decreased  $808,786,  or
approximately 36%, to $1,424,534 from $2,233,320 for the corresponding period of
the prior  year.  For the nine  months  ended  June 30,  2003,  sales  decreased
$2,993,047,  or  approximately  39%, to $4,713,806  from $7,706,853 for the nine
months ended June 30, 2002.  The  reduction  for the three and nine months ended
June 30, 2003  primarily  reflects the  decrease in sales of its  ORALscreen(TM)
products  especially to one major customer that purchased  inventory  during the
quarter  and nine  months  ended June 30,  2002 of  approximately  $500,000  and
$2,478,000, respectively.

Operating Expenses

     Cost of sales for the three months  ended June 30, 2003 were  approximately
82% of sales  which  compares  to the cost of sales of 57% for the three  months
ended June 30, 2002.  For the nine months ended June 30, 2003, the cost of sales
were 69% compared to 57% of sales for the same period of Fiscal 2002. The change
for the three and nine  months  ended June 30,  2003 is mainly the result of the
decrease  in sales of the  higher  margin  ORALscreen  products  and a charge of
approximately $125,000 in the quarter ended June 30, 2003 for expired ORALscreen
inventory.

     Selling,  general and  administrative  expenses  for the three months ended
June 30, 2003  decreased  $706,670,  or  approximately  42%,  to  $984,897  from
$1,691,567 for the  corresponding  period of the prior year. For the nine months
ended June 30, 2003,  selling,  general and  administrative  expenses  decreased
$1,280,332 or  approximately  27%, to $3,519,193  from  $4,799,525  for the nine
months  ended June 30,  2002.  The  decrease for the three and nine months ended
June 30,  2003  reflected  an overall  expense  reduction  plan  implemented  by
management to adjust to the decrease in revenues described above.

     Expenses for research and  development  for the three months ended June 30,
2003 amounted to $154,088 compared to $333,930 for the  corresponding  period of
the prior year.  For the nine months ended June 30, 2003,  expenses for research
and development  were $663,899 versus  $1,001,120 for the nine months ended June
30,  2002.  The change for the three and nine  months  ended  June  30,2003  was
primarily  attributable  to the  reduction in  development  costs of the reading
instrument for the Company's  OralScreen  products and the lower staffing levels
that were put in place as part of the expense reduction plan mentioned above.

     For the three months and nine months ended June 30, 2003,  no  amortization
of goodwill was  recorded  compared to $77,498 and  $232,494,  for the three and
nine months ended June 30, 2002,  respectively.  The Company implemented FAS 142
which called for ceasing  amortization on assets with indefinite  lives.  Assets
determined to have indefinite  lives are subject to an impairment test annually.
Refer to Note 7 for the  cumulative  effect of a change in accounting  principle
for a description of impairment of goodwill.

     Other Income and Expense

     Interest  expense and  financing  costs were  $197,065 for the three months
ended June 30, 2003  compared to $9,481  incurred  during the three months ended
June 30, 2002.  For the nine months ended June 30,  2003,  interest  expense and
financing  costs were $402,109  versus  $49,274 for the same period in the prior
year.  The change for the three and nine months  ended June 30,  2003  primarily
reflects the interest expense and financing costs associated with the short-term
note issued in June 2002,  a  long-term  loan  completed  in August 2002 and the
long-term notes issued in February 2003.

     For the three months ended June 30, 2003,  other income amounted to $14,346
as compared to other  income of $85 for the three  months  ended June 30,  2002.
Other  income for the nine months  ended June 30, 2003 was $15,218  versus other
income of $19,788 for the corresponding period of the prior year. The change for
nine months ended June 30, 2003  reflected a decrease in income from the sale of
excess equipment and equity investment.

     Cumulative Effect of a Change in Accounting Principle

     For the nine months ended June 30, 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 7 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  $1,060,529,  $ .01 per basic and diluted  share,  for the quarter ended
June 30,  2003,  as  compared to a net loss of  $1,153,300,  $ .03 per basic and
diluted  share,  for the quarter ended June 30, 2002.  For the nine months ended
June 30,  2003,  the  Company had a net loss of  $3,803,133,  $.06 per basic and
diluted  share,  versus a net loss of  $2,776,891,  $.07 per basic  and  diluted
share, for the nine months ended June 30, 2002.


FINANCIAL CONDITION AND LIQUIDITY

     At June 30, 2003, the Company had a working  capital  deficit of $2,329,092
and cash and cash equivalents of $181,094. Net cash used in operating activities
during the nine months  ended June 30, 2003  amounted  to  $1,730,167  resulting
primarily  from a net loss of  $3,803,133  and an  increase  in other  assets of
$35,181; partially offset by impairment of goodwill of $650,000, by depreciation
and  amortization of $143,432,  payment of common stock for services of $60,000,
payment  of common  stock for  interest  of  $131,250,  a decrease  in  accounts
receivable of $690,249,  a decrease in  inventories  of $184,474,  a decrease in
prepaid  expenses and other current  assets of $47,515,  an increase in accounts
payable and accrued  expenses of $13,827 and an increase in deferred  revenue of
$187,400.  Net cash provided by financing and  investing  activities  during the
nine months ended June 30, 2003 amounted to $1,408,057  which included  proceeds
from the sale of common  stock  and  warrants  of  $340,180,  proceeds  from the
exercise of warrants of $128,813,  proceeds from the notes payable and long-term
debt of  $947,623;  offset in part by  purchases  of property  and  equipment of
$8,559.

     Since October 2002, the Company received proceeds of approximately $535,000
from the sale of 4,666,310  shares of the Company's  common stock. In connection
with the sale of the common  stock,  the  Company  issued to the  holders of the
common stock warrants to purchase 4,330,546 shares of the Company's common stock
at exercise prices from $.20 to $.30 per share,  which expire in three years. In
addition,  the Company  received  proceeds of  approximately  $129,000  from the
exercise of warrants to purchase  1,431,243  shares of common stock. In February
2003,  the Company  received net  proceeds of  approximately  $817,000  from the
issuance of convertible notes. These notes are senior  subordinated  obligations
of the Company  bearing  interest at the rate of 15% per annum.  Interest on the
outstanding  principal  amount at the rate of 10% is payable  quarterly in cash.
The  balance  of 5% per annum  will  accrue  until  maturity.  Each note  holder
received 6 shares of the Company's  common stock for each dollar of principal in
the note.  These notes and any  accrued and unpaid  interest  due  thereon,  are
convertible  into the common stock of the Company at a conversion  price of $.09
per share,  subject to  adjustments.  In conjunction  with the issuance of these
notes, the Company paid a placement agent $87,000 in cash, 573,000 shares of the
Company's  common stock and warrants to purchase 461,353 shares of the Company's
common stock at an exercise price of $.09 per share, subject to adjustments. The
value of the shares  issued to the note holders was  approximately  $955,000 and
was recorded as a discount on the notes.  Placement fees totaling  approximately
$251,000  incurred in connection  with  securing  these loans were recorded as a
deferred  financing charge.  After  shareholders at their annual meeting on July
28, 2003  approved  the  increase in  authorized  shares of common stock and all
shares of common stock issuable pursuant to the long-term debt described in Note
4,  certain  note  holders  converted  their  debt in the  principal  amount  of
approximately  $680,000  plus  accrued  interest  into  7,668,510  shares of the
Company's  common  stock.  In August  2003,  the  Company  sold 700 shares of 8%
Convertible  Preferred Stock and Warrants to purchase 4,666,666 shares of Common
Stock. The $700,000 of Preferred Stock is convertible into Common Stock at $0.15
per share, subject to adjustments, and the Warrants are exercisable at $0.01 per
share.  The 700 shares of Preferred  Stock are also  redeemable in five years at
$1,000 per share plus accrued but unpaid 8% dividends.

     The Company was in default under a promissory note, which was issued for an
accrued  trade  payable  in  the  original  principal  amount  of  approximately
$272,000,  and prior to  default  was paid  down to  approximately  $181,000  in
principal  amount.  In May 2003,  a judgment of  approximately  $193,000 for the
unpaid  principal  and accrued  interest  was entered  against the Company in an
Illinois  state court  pursuant to a  confession  of judgment  contained in that
promissory note. The Company has paid the full amount of the judgment.

     The cash  available at June 30, 2003 along with customer  receipts and some
additional capital was sufficient to finance operations through mid-August 2003.
Beyond that time, the Company  requires  significant  additional  financing from
outside sources to fund operations,  of which $700,000  described above has been
received.  The Company is aggressively  seeking  additional capital and needs to
raise $500,000  immediately with plans to raise an additional  $3,000,000 during
the remainder of calendar 2003 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 explore  applications  for its oral fluid  technology.  However,
there can be no assurance that these financings will be achieved.

     For the balance of fiscal year 2003,  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  and
enhancement of the ORALscreen product line.

     Operating  revenues  are  expected to remain at the  current  level for the
balance of Fiscal 2003 due primarily to current  economic  conditions.  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.  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 2002  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 of the  date of such  report  (November  26,  2002).  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

     At June 30, 2003, the Company has two stock based  compensation  plans (one
employee and one non-employee  director's  plan). The Company accounts for those
plans under the recognition  and  measurement  principles of APB Opinion No. 25,
Accounting  for Stock  Issued to  Employees,  and  related  interpretations.  No
stock-based employee  compensation cost is reflected in net loss, as the options
granted under those plans had an exercise  price equal to, or greater than,  the
market  value  of the  underlying  common  stock on the  date of the  grant.  In
accordance with FASB Statement No. 148, Accounting for Stock-Based  Compensation
- Transition and Disclosure,  beginning in the quarter ended March 31, 2003, the
Company adopted the disclosure requirements of FASB No. 148.

     In November 2002, the EITF reached a consensus on Issue No. 00-21, "Revenue
Arrangements with Multiple  Deliverables".  EITF 00-21 addresses certain aspects
of the  accounting  by a vendor for  arrangements  under  which the vendor  will
perform multiple revenue generating activities. EITF 00-21 will be effective for
periods  beginning  after  June 15,  2003.  The  adoption  of EITF  00-21 is not
expected  to have a material  impact on the  Company's  financial  position  and
results of operations.

     In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative  Instruments  and  Hedging  Activities".  SFAS  No.  149  amends  and
clarifies  financial  accounting  and  reporting  for  derivative   instruments,
including   certain   derivative   instruments   embedded  in  other   contracts
(collectively  referred to as derivatives) and for hedging activities under SFAS
No. 133. SFAS No. 149 is effective for contracts  entered into or modified after
June 30, 2003, and hedging relations  designated after June 30, 2003, except for
those  provisions  of SFAS No. 149 which  relate to SFAS No. 133  implementation
issues that have been effective for fiscal quarters that began prior to June 15,
2003.  For those  issues,  the  provisions  that are  currently in effect should
continue to be applied in accordance with their  respective  effective dates. In
addition,  certain provisions of SFAS No. 149, which relate to forward purchases
or sales of when-issued  securities or other  securities  that do not yet exist,
should be applied to both  existing  contracts  and new  contracts  entered into
after June 30,  2003.  The  adoption  of SFAS No. 149 is not  expected to have a
material effect on the Company's financial statements.

     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
Instruments with  Characteristics of both Liabilities and Equity".  SFAS No. 150
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with characteristics of both liabilities and equity. SFAS
No. 150 requires that an issuer  classify a financial  instrument that is within
the  scope  of SFAS  No.  150 as a  liability.  SFAS No.  150 is  effective  for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective  beginning  September 1, 2003.  The adoption of SFAS No. 150 is not
expected to have a material effect on the Company's financial statements.

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
June 28, 2003,  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 1.           LEGAL PROCEEDINGS

     The Company was in default under a promissory note, which was issued for an
accrued  trade  payable  in  the  original  principal  amount  of  approximately
$272,000,  and prior to  default  was paid  down to  approximately  $181,000  in
principal  amount.  In May 2003,  a judgment of  approximately  $193,000 for the
unpaid  principal  and accrued  interest  was entered  against the Company in an
Illinois  state court  pursuant to a  confession  of judgment  contained in that
promissory note. The Company has paid the full amount of the judgment.

ITEM 2.           CHANGE IN SECURITIES

     During  the  quarter  ended  June 30,  2003  the  Company  sold to  private
investors  2,051,946  shares of the  Company's  common stock and  received  cash
proceeds of approximately  $215,000.  In connection with the sale of this common
stock,  the  Company  issued to the  holders of the  common  stock  warrants  to
purchase  1,751,946  shares of the Company's  common stock at exercise prices of
$.20-$.22 per share which expire in three years. In addition, the Company issued
to warrant  holders  1,431,243  shares of the  Company's  common  stock upon the
exercise of their warrants and received proceeds of approximately $128,000. Also
during the quarter ended June 30, 2003, the Company issued 260,422 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.

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


     The  annual  meeting of the  shareholders  was held on July 28,  2003.  All
members  of the Board of  Directors  were  elected by more than 58% of the total
shares  outstanding  and more than 95% of the shares  voted.  In  addition,  the
reappointment of BDO Seidman, LLP as auditors was approved and the tabulation of
votes for all matters were as follows:
<TABLE>
<CAPTION>

                                                     For          Withheld       Against    Abstain
                                                 ------------      ------------- --------------------
<S>                                             <C>                <C>         <C>            <C>
  Election of Directors                         43,053,759         2,169,945        N/A        N/A
  Ratification and Approval of the
    Issuance of the Maximum Number
     of Shares of Common Stock for the
     February 2003 Private Placement            24,599,161            N/A       2,016,492     11,485
  Approval of the Issuance of the
    Maximum Number of Shares of
    Common Stock issuable in
     connection with the Modification
     Agreement                                  24,581,811            N/A       2,016,442     25,885
  Approval of the Issuance of the
      Maximum Number of Shares of
         Common Stock issuable in
         connection with the New Private
         Placement                              24,565,211             N/A      2,046,442     15,485

  Approval of Amendment to Certificate
      of Incorporation to effect an increase
      of Authorized Shares of Common
      from 100,000,000 to 200,000,000           43,054,487             N/A      2,161,932      7,285
  Reappointment of Auditors                     44,974,424             N/A        213,080     36,200
  Segregation of the Positions of Chief
      Executive Officer and Chairman of the
      Board                                      6,211,418             N/A     20,312,330    103,390
</TABLE>


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:


       Exhibit No.                              Document
       3.1            Complete Copy of Amended Certificate of Incorporation

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

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

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

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






(b) Reports on Form 8-K:

     On  June  11,  2003  the  Company  filed  a  current  report  on  Form  8-K
incorporating the risk factors included in a Registration  Statement on Form S-3
filed on June 11, 2003 into the Prospectus of previously effective  Registration
Statements of the Registrant.

<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:  August 13, 2003            /S/ Peter P. Phildius
                                   -----------------------------------
                                            Peter P. Phildius
                                            Chairman and Chief
                                            Executive Officer
                                            (Principal Executive Officer)



Dated:  August 13, 2003            /S/ J.C. Leatherman, Jr.
                                   ---------------------------
                                            J.C. Leatherman, Jr.
                                            Chief Financial Officer
                                            (Principal Accounting and
                                            Financial Officer

<PAGE>

                                  EXHIBIT INDEX


       Exhibit No.                              Document
       3.1            Complete Copy of Amended Certificate of Incorporation

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

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

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

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