SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-QSB

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934


For the Quarterly Period Ended March 31, 1999               Commission File
                                                            number 1-11700


                          HEMAGEN DIAGNOSTICS, INC.
                   ---------------------------------------
                   (Exact name of Small Business Issuer as
                          Specified in its Charter)


       Delaware                                            04-2869857
-----------------------                              ----------------------
(State of Organization)                                 (I.R.S. Employer
                                                     Identification Number)


             34-40 Bear Hill Road, Waltham, Massachusetts  02451
             ---------------------------------------------------
             (Address of principal executive offices, Zip Code)


                               (781) 890-3766
              ------------------------------------------------
              (Issuer's telephone number, including area code)


      Check whether the issuer (1) has filed all reports required to be 
filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 
during the preceding 12 months and (2) has been subject to such filing 
requirements for the past 90 days.

Yes   X      No
    -----       -----

      As of March 31, 1999, the issuer had 7,751,890 shares of Common Stock, 
$.01 par value per share outstanding.


                 HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES

                                    INDEX

PART I.  FINANCIAL INFORMATION                          PAGE NUMBER
                                                        -----------

         Item 1.  Financial Statements

                    Consolidated Balance Sheets;             2
                    March 31, 1999 and 
                    September 30, 1998

                    Consolidated Statements                  4
                    of Operations; three months and 
                    six months ended March 31, 
                    1999 and 1998

                    Consolidated Statements                  5
                    of Cash Flows; six months  
                    ended March 31, 1999 and 1998

                    Notes to Consolidated                    6
                    Financial Statements

         Item 2.    Management's Discussion and              9
                    Analysis of Financial
                    Condition and Results of
                    Operations


PART II.  OTHER INFORMATION

      Item 5.  Other Information.                           17

      Item 6.  Exhibits and Reports on Form 8-K.            17


PART I - Financial Information

Item 1.  Financial Statements
         --------------------

                 HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES

                   CONSOLIDATED BALANCE SHEETS (UNAUDITED)

                        ASSETS
                        ------

<TABLE>
<CAPTION>
                                                            March 31,      September 30,
                                                              1999             1998
                                                           ----------      -------------

<S>                                                        <C>              <C>
Current Assets:
  Cash and cash equivalents                                $    93,486      $   412,193
  Accounts and other receivables, less allowance for
   doubtful accounts of $298,000 at March and $477,000
   at September                                              2,544,922        3,294,598
  Inventories                                                6,845,147        6,212,254
  Prepaid expenses and other current assets                    583,081          273,909
                                                           ----------------------------

      Total current assets                                  10,066,636       10,192,954


Property and Equipment:
  Fixed assets                                               7,702,994        7,293,427
  Less accumulated depreciation                              3,505,663        2,926,231
                                                           ----------------------------

                                                             4,197,331        4,367,196

Other assets                                                 1,357,809        1,403,486
                                                           ----------------------------
                                                           $15,621,776      $15,963,636
                                                           ============================

         LIABILITIES AND STOCKHOLDERS' EQUITY
         ------------------------------------

Current Liabilities:
  Accounts payable and accrued expenses                    $ 1,364,578      $ 1,093,532
  Customer deposits                                            752,121                -
  Deferred revenue                                             104,652          152,929
  Notes payable                                              2,220,085        3,500,000
                                                           ----------------------------
      Total current liabilities                              4,441,436        4,746,461
                                                           ----------------------------


Subordinated note payable, net of unamortized discount
 of $136,228 at March and $181,637 at September              1,113,772        1,068,363
                                                           ----------------------------

Stockholders' Equity:
  Preferred stock, $.01 par value - 1,000,000
   shares authorized; none issued                                   --               --
  Common stock, $.01 par value - 30,000,000
   shares authorized; 7,851,890 issued and 7,751,890
   outstanding at March; 7,851,890 issued and
   outstanding at September                                     78,519           78,519
  Additional paid-in capital                                13,440,947       13,440,947
  Accumulated deficit                                       (3,357,261)      (3,364,654)
                                                           ----------------------------
                                                            10,162,205       10,154,812
  Less:
  Receivable from stockholders                                  (6,000)          (6,000)
  Treasury stock, 100,000 shares at March                      (89,637)
                                                           ----------------------------
                                                            10,066,568       10,148,812
                                                           ----------------------------
                                                           $15,621,776      $15,963,636
                                                           ============================
</TABLE>


See Notes to Consolidated Financial Statements.


                 HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                Three Months Ended             Six Months Ended
                                                                     March 31,                     March 31,
                                                             -------------------------     -------------------------
                                                                1999           1998           1999           1998
                                                                ----           ----           ----           ----

<S>                                                          <C>            <C>            <C>            <C>
Revenues:
  Product sales                                              $3,658,065     $2,740,397     $8,257,502     $5,584,164

Costs and expenses:
  Cost of product sales                                       2,405,768      1,531,790      5,100,718      3,109,441
  Research and development                                      363,960        272,459        646,765        551,749
  Selling, general and administrative                         1,092,793        907,269      2,251,678      1,790,768
                                                             -------------------------------------------------------
                                                              3,862,521      2,711,518      7,999,161      5,451,958
                                                             -------------------------------------------------------
  Operating Income (loss)                                      (204,456)        28,879        258,341        132,206

Other income (expenses), net                                   (149,363)         2,095       (250,948)       (32,199)
                                                             -------------------------------------------------------

  Income (loss) before income taxes                            (353,819)        30,974          7,393        100,007
Provision for income taxes                                           --             --             --             --
                                                             -------------------------------------------------------

  Net income (loss)                                          $ (353,819)    $   30,974     $    7,393     $  100,007
                                                             =======================================================
Net income (loss) per share - basic (Note B)                 $    (0.05)    $    0.004     $     0.00     $     0.01
                                                             =======================================================
Net income (loss) per share - assuming dilution (Note B)     $    (0.05)    $    0.004     $     0.00     $     0.01
                                                             =======================================================
</TABLE>


See Notes to Consolidated Financial Statements.


                 HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   Six Months Ended
                                                                       March 31,
                                                               -------------------------
                                                                  1999           1998
                                                                  ----           ----

<S>                                                            <C>             <C>
Cash flows from operating activities:
  Net income                                                   $     7,393     $ 100,007
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Depreciation and amortization                                  633,947       404,810
    Changes in assets and liabilities net of effect of
     business acquisition:
      Restricted cash                                                    -      (465,200)
      Accounts and other receivables                               549,818       467,251
      Prepaid expenses and other current assets                   (320,249)      (25,704)
      Inventories                                                 (632,893)     (851,493)
      Customer deposits                                            752,121       478,381
      Deferred revenue                                             (48,277)            -
      Accounts payable and accrued expenses                        271,046       100,240
                                                               -------------------------
      Net cash provided by operating activities                  1,212,906       208,292
                                                               -------------------------

Cash flows from investing activities:
  Purchase of property and equipment                              (198,632)      (59,469)
  Other assets                                                      (8,838)      (24,781)
  Proceeds from short-term investments, net                              -       730,827
                                                               -------------------------
      Net cash provided (used) by investing activities            (207,470)      646,577
                                                               -------------------------

Cash flows from financing activities:
  Proceeds from (payments of) long-term debt, net                   45,409      (161,387)
  Repayment of notes payable                                    (1,279,915)     (198,983)
  Proceeds from issuances (payments for buybacks)
   of common stock                                                 (89,637)      112,500
                                                               -------------------------
      Net cash used by financing activities                     (1,324,143)     (247,870)
                                                               -------------------------
      Net increase (decrease) in cash and cash equivalents        (318,707)      606,999

Cash and cash equivalents at beginning of period                   412,193       294,086
                                                               -------------------------

Cash and cash equivalents at end of period                     $    93,486     $ 901,085
                                                               =========================
</TABLE>


See Notes to Consolidated Financial Statements.


                 HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A - BASIS OF PRESENTATION

      The accompanying unaudited consolidated financial statements have been 
prepared in accordance with generally accepted accounting principles for 
interim financial information and with the instructions to Form 10-QSB and 
Item 310(b) of Regulation S-B.  Accordingly, they do not include all of the 
information and footnotes required by generally accepted accounting 
principles for complete financial statements.  Reference should be made to 
the financial statements and related notes included in the Company's Form 
10-KSB which was filed with the Securities and Exchange Commission on or 
about December 24, 1998.

      In the opinion of the management of the Company, the accompanying 
financial statements reflect all adjustments which were of a normal 
recurring nature necessary for a fair presentation of the Company's results 
of operations and changes in financial position for the three month and six 
month period ended March 31, 1999. Operating results for these periods are not 
necessarily indicative of the results that may be expected for the year 
ending September 30, 1999.

NOTE B - NET INCOME (LOSS) PER SHARE

      Earnings (loss) per share information is presented in accordance with 
the  Statement of Financial Accounting Standards No. 128 ("SFAS 128"), 
"Earnings per Share". 

      The following is a reconciliation  of the denominator (number of 
shares) used in the computation of earnings (loss) per share.  The numerator 
(net income or loss) is the same for basic and diluted computations.

<TABLE>
<CAPTION>
                                    Three months ended         Six months ended
                                        March 31,                 March 31,
                                  ----------------------    ----------------------
                                    1999         1998         1999         1998
                                    ----         ----         ----         ----

<S>                               <C>          <C>          <C>          <C>
Basic shares                      7,765,279    7,851,890    7,809,060    7,821,066

Effect of dilutive securities 
 - options and warrants                   -        5,638            -       20,554

Dilutive shares                   7,765,279    7,857,528    7,809,060    7,841,620
</TABLE>


      Options and warrants that have an exercise price greater than the 
average market price of common stock were not included in the computation of 
diluted EPS. Below is a summary of options and warrants excluded from the 
calculation: 

<TABLE>
<CAPTION>
                                  Three months ended               Six months ended
                                      March 31,                       March 31,
                              ---------------------------     ---------------------------
                                 1999            1998            1999            1998
                                 ----            ----            ----            ----

<S>                           <C>             <C>             <C>             <C>
Shares excluded:               3,894,873       3,694,448       3,894,873       3,591,948

Price ranges:                 $1.20-$5.00     $1.75-$5.00     $1.20-$5.00     $2.00- 5.00
</TABLE>


NOTE C - STOCK PURCHASE RIGHTS PLAN

      In January, 1999 the Company's Board of Directors declared a special 
dividend distribution of one common share purchase right for each 
outstanding share of common stock of Hemagen.  The dividend was distributed 
on February 10, 1999 to stockholders of record on that date. These rights 
will become exercisable only if a person or group acquires 15 percent or 
more of Hemagen's common stock or announces a tender offer that would result 
in ownership of 15 percent or more of the Company's common stock.  If one of 
these conditions occur, each right may entitle its holder (other than the 15 
percent person or group) to $4.00 worth of newly issued shares of common 
stock of Hemagen (or of any company that acquires Hemagen) at a price equal 
to 50 percent of the current market price.

      The rights are redeemable at the option of the Board of Directors up 
until ten days after public announcement that any person or group has 
acquired 15 percent or more of Hemagen's common stock.  The redemption price 
is $.001 per right.

      These rights will expire on January 27, 2009, unless redeemed prior to 
that date.  Distribution of the rights is not taxable to stockholders.

NOTE D - INCOME TAXES

      No provision for income taxes has been accrued during fiscal 1998 or 
fiscal 1999 due to the availability of net operating loss carryforwards.

NOTE E - NEW ACCOUNTING PRONOUNCEMENTS

      In June 1997, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 131 ("SFAS No. 131"), 
"Disclosure about Segments of an Enterprise and Related Information", which 
supersedes SFAS No. 14, "Financial Reporting for Segments of a Business 
Enterprise," establishes standards for the way that public enterprises 
report information about operating segments in annual financial statements 
and requires reporting of selected information about operating segments in 
interim financial statements issued to the public.  It also establishes 
standards for disclosures regarding products and services, geographic areas, 
and major customers.  SFAS No. 131 defines operating segments as components 
of an enterprise about which separate financial information is available 
that is evaluated by the chief operating decision maker in deciding how to 
allocate resources and assessing performance.

      This new standard is effective for financial statements for the 
periods beginning after December 15, 1997 and requires comparative 
information for earlier years to be restated.  Management does not expect 
implementation of this standard to materially affect future financial 
statements and disclosures.

      In June 1998, the Financial Accounting Standards Board issued SFAS No. 
133, Accounting for Derivative Instruments and Hedging Activities.  SFAS No. 
133 requires companies to recognize all derivatives contracts as either 
assets or liabilities in the balance sheet and to measure them at fair 
value.  If certain conditions are met a derivative may be specifically 
designated as a hedge, the objective of which is to match the timing of gain 
or loss recognition on the hedging derivative with the recognition of (i) 
the changes in the fair value of the hedged asset or liability that are 
attributed to the hedged risk or (ii) the earnings effect of the hedged 
forecasted transaction.  For a derivative not designated as a hedging 
instrument, the gain or loss is recognized in income in the period of 
change.  SFAS No.133 is effective for all fiscal years beginning after June 
15, 1999.

      Historically, the Company has not entered into derivatives contracts 
either to hedge existing risks or for speculative purposes.  Accordingly, 
the Company does not expect adoption of the new standard on October 1, 1999 
to affect its financial statements.


                    MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      This section contains certain forward-looking statements that are 
subject to risks and uncertainties including, but not limited to those risks 
set forth in the section entitled "Risk Factors" in the Prospectuses 
contained in the Company's Registration Statements on Form S-3, Commission 
File Nos. 33-80009 and 333-6147 (which sections are hereby incorporated by 
reference herein).  These risks and uncertainties could cause the 
registrant's actual results in future periods to differ materially from its 
historical results and from any opinions or statements expressed in such 
forward-looking statements.  Forward-looking statements speak only as of the 
date of this report, and the Company cautions readers not to place undue 
reliance on these statements.

Overview

      The Company has historically concentrated its efforts on developing, 
manufacturing and marketing medical diagnostic test kits used to aid in the 
diagnosis of certain diseases.  During the past several years the Company 
has focused its expansion efforts on synergistic acquisitions of companies, 
product lines and assets.  The Company and its subsidiaries offer 
approximately 135 different test kits that have been cleared by the United 
States Food and Drug Administration ("FDA").  Several additional test kits 
and components are sold in foreign markets.

      On September 1, 1998, Hemagen completed the acquisition of the Analyst 
automated system from Dade Behring, Inc. ("Dade").  The Analyst is a patent-
protected, low cost, bench top clinical chemistry and reagent system.  
RAICHEM, Hemagen's clinical chemistry division has begun production of some 
reagents and is in the process of developing many of the rest.  Hemagen's 
facility in Maryland will assemble the unit's rotors and ship completed 
products.  The Analyst instrument will be manufactured and serviced at the 
Company's Massachusetts facility.  The Company has begun to redesign all of 
its facilities to accommodate these new activities.  This acquisition 
positions the Company for growth in the multi-billion dollar point-of-care 
market as well as the physician office laboratory and veterinary diagnostic 
markets.

Results of Operations

The Three Month Period Ended March 31, 1999 Compared to the Three Month 
Period Ended March 31, 1998

      Revenues for the three month period ending March 31, 1999 increased to 
approximately $3,658,000 from approximately $2,740,000 (34%) for the same 
period ending March 31,1998. This increase was primarily due to the addition 
of sales from the Analyst(R) Acquisition (See "Liquidity and Capital 
Resources") and was partially offset by decreases in sales at RAICHEM, 
Cellular Products, Inc.("CPI"), and the Company's Brazilian subsidiary, 
Hemagen Diagnosticos e Commercio, ("HDC"). 

      Cost of product sales increased to approximately $2,406,000 from 
approximately $1,532,000 (57%), due to the increase in sales, overhead costs 
associated with production of Analyst(R) products and a sharp decrease in the 
margins at HDC due to a devaluation in the Brazilian Real.  Cost of product 
sales as a percentage of sales increased to 66% from 56% during the same 
period in 1998. The Company believes the costs of the Analyst products will 
decrease as a percentage of sales as more of the Analyst business production 
is shifted to the Company's own facilities later this fiscal year. 

      Research and development expenses increased to approximately $364,000 
from approximately $272,000 (34%), due to higher personnel and supply costs 
in association with development of Analyst(R) reagents and products, new 
ELISA tests and new viral lysates for use in the Company's infectious 
disease program.  During the period the Company completed development of a 
new Vet Rotor and new normal and abnormal controls for the veterinary 
market.  These products were introduced to market in April, 1999.   

      The Company is currently working to complete several research and 
development programs including:

      Autoimmune Diseases

      The Company is continuing its development of products to aid in the 
diagnosis of autoimmune diseases.  ELISA kits for the detection of 
antibodies associated with Beta 2 glycoprotein is nearing completion.  These 
will be marketed with our recently approved anti-cardiolipin kits.  In 
addition, an ELISA Screen assay to detect total antinuclear antibodies (ANA) 
is being developed.  The Company believes that, barring any unforeseen 
regulatory hurdles, these assays will become commercially available during 
fiscal 1999.

      Infectious Diseases

      The Company has recently completed the development of products known 
as a "ToRCH panel" which include assays for toxoplasmosis, rubella, CMV, and 
herpes. Several of these products are being evaluated for submission to the 
FDA for clearance.

      The Company through it's Cellular Products, Inc. ("CPI") subsidiary 
has begun production of the viral lysates used in the Company's infectious 
disease products, including HIV, herpes and CMV.  It is expected more of 
these lysates will be developed during the current year.

      Clinical Chemistry Reagents

      The Company continues to develop additional assays and reagents to 
fill in its clinical chemistry reagent product line sold under the RAICHEM 
label.  Almost all of the powdered clinical chemistry assays are now 
available in liquid format, making RAICHEM one of the most complete clinical 
chemistry lines offered worldwide.  Continuing efforts are directed at 
increasing the line of Serum Protein immunoassays ("SPIAs"), and the Company 
is attempting to modify them for use in the Analyst system (see below).  
Development of a kit to measure blood levels of ferritin is almost complete 
and plans to produce several other assays are in place.

      Analyst Instrument System

      Studies have begun to modify the contents (test panel) of the human 
Chem 14 rotor to ease reimbursement procedures and to make the product more 
informative for the doctor and the patient.  These modifications should be 
completed during the current calendar year.  As mentioned above, the Company 
is exploring the possibility of expanding the rotor technology to 
immunoassays of serum protein, therapeutic drug monitoring and a thyroid 
panel.

      New Analyst Instrument

      The Analyst instrument will be updated to include increased memory 
capacity, user friendly calibration technology and a smaller instrument 
footprint.  The Company has contracted with an instrument developer to 
design this new machine. The new Analyst instrument will be manufactured at 
the Company's Waltham, MA facility.

      Selling, general and administrative ("SG&A") expenses increased to 
approximately $1,093,000 from approximately $907,000 (21%), due to an 
increase in payroll, personnel and travel costs associated with the Company 
hiring a sales force and due to an increase in royalties expense associated 
with the purchase of the Analyst(R) business line. 

      Other expenses, net changed to approximately $149,000 expense, net 
from income, net of approximately $2,000 during the same period last year.  
This change was the result of an increase in interest expense associated 
with the increased borrowings that were used to finance the Analyst purchase 
and translation losses associated with the devaluation of the Brazilian 
Real. (See "Liquidity and Capital Resources").

      Net, the Company lost approximately $354,000 compared to income of 
approximately  $31,000 for the same period last year.  This change was due 
to higher cost of sales, higher SG&A expenses, higher research and 
development expenses and higher other expenses.  This was partially offset 
by increases in sales.

The Six Month Period Ended March 31, 1999 Compared to the Six Month Period 
Ended March 31, 1998

      Revenues for the six month period ending March 31, 1999 increased to 
approximately $8,258,000 from approximately $5,584,000 (48%) for the same 
period ending March 31,1998. This increase was primarily due to the addition 
of sales from the Analyst(R) Acquisition (See "Liquidity and Capital 
Resources") and an increase in sales of blood banking products.  This was 
partially offset by decreases in sales at CPI and HDC. 

      Cost of product sales increased to approximately $5,101,000 from 
approximately $3,109,000 (64%), due to the increase in sales, overhead costs 
associated with production of Analyst(R) products and a sharp decrease in the 
margins at HDC due to the devaluation of the Brazilian Real.  Cost of 
product sales as a percentage of sales increased to 62% from 56% during the 
period.  The Company believes the costs of the Analyst products will 
decrease as a percentage of sales as more of the Analyst business production 
is shifted to the Company's own facilities later this fiscal year. 

      Research and development expenses increased to approximately $647,000 
from approximately $552,000 (17%), due to higher personnel and supply costs 
in association with development of Analyst(R) reagents and products, new 
ELISA tests and new viral lysates for use in the Company's infectious 
disease program.  During the period the Company completed development of a 
new Vet Rotor and new normal and abnormal controls for the veterinary 
market.  These products were introduced to market in April, 1999.  The 
Company has also received clearance from the FDA to market an automated test 
for HDL-Cholesterol through it's RAICHEM subsidiary.

      For a detail of current research and development projects see the 
comparison of three month periods ended March 31, 1999 and 1998 above.

      Selling, general and administrative ("SG&A") expenses increased to 
approximately $2,252,000 from approximately $1,791,000 (26%), due to an 
increase in payroll, personnel and travel costs associated with the Company 
hiring a sales force and due to an increase in royalties expense associated 
with the purchase of the Analyst(R) business line. 

      Other expenses, net increased to approximately $251,000 from 
approximately $32,000 during the same period last year.  This increase was 
the result of an increase in interest expense associated with the increased 
borrowings that were used to finance the Analyst purchase and translation 
losses associated with the devaluation of the Brazilian Real. (See 
"Liquidity and Capital Resources").

      Net income decreased to approximately $7,000 from approximately 
$100,000 (93%) for the same period last year.  This decrease was due to 
higher cost of sales, higher SG&A expenses, higher research and development 
expenses and higher other expenses.  This was partially offset by an 
increase in sales.

Liquidity and Capital Resources

      The Company has financed its capital expenditures, operating 
requirements and growth primarily from the initial public offering of its 
common stock, lease financing arrangements, cash flow from operations, 
private placements completed in September 1995, and March 1996 and a 
$5,000,000 line of credit provided by BankBoston N.A. which was put in place 
on September 1, 1998.

      On September 1, 1998 the Company purchased certain assets from Dade 
related to a product line sold under the tradename Analyst.  The Analyst 
product line consists of both the Analyst bench top clinical chemistry 
system and all the related consumables which are used in that system.  The 
assets included were accounts receivable, inventory, equipment, and certain 
intellectual property.  The Company agreed to assume certain of Dade's 
liabilities including accounts payable, service contracts and warranty 
obligations.  Pursuant to the purchase and the related agreements, Dade will 
continue to manufacture the products under a separate manufacturing 
agreement for a period of up to thirty-six months while the Company 
transitions the manufacturing operations to its facilities located in 
Columbia, Maryland, San Diego, California and Waltham, Massachusetts.  

      Under the purchase agreement, at the closing, the Company paid 
$3,500,000 in cash and issued a non-interest bearing promissory note (the 
"Note") to Dade in the amount of $1,250,000.  The Company agreed to pay Dade 
in full on or before September 1, 2000.  The Company and Dade have agreed, 
in principle, to a $200,000 decrease to the purchase price related to 
decreases in working capital transferred at the close of the purchase 
agreement.  The Company has also agreed to pay Dade a royalty on the sale of 
certain consumables for use with the Analyst instrument.

      The Company financed the acquisition using $3,500,000 in proceeds from 
a $5,000,000 revolving credit line from BankBoston, N.A., which is secured 
by all the assets of the Company and its subsidiaries.

      The Analyst system uses a rotor based technology that is capable of 
producing results of up to 16 different clinical chemistry tests in under 
ten minutes.  The rotor contains dry prepackaged reagents in tablet form.  
Included tests include cholesterol, triglycerides, glucose, and total 
protein.  The Analyst is sold in point of care settings such as physician 
office laboratories and veterinary office laboratories.

      At March 31, 1999, the Company's working capital was approximately 
$5,625,000 compared to working capital of approximately $5,446,000 at 
September 30, 1998.  This increase was primarily the result of a decrease in 
current liabilities during the period.

      During the six months ended March 31, 1999, the Company generated 
approximately $1,213,000 in cash from operating activities.  This was the 
result of depreciation and amortization expenses not requiring the outlay of 
cash, a decrease in accounts receivable, an increase in customer deposits, 
and an increase in accounts payable and accrued expenses.  This was 
partially offset by an increase in inventory balances and prepaid expenses. 
 This cash, along with existing cash balances, was used primarily to pay 
$1,280,000 of the note to BankBoston (see above), to purchase property and 
to repurchase 100,000 shares of its common stock.

      Inventory balances increased from approximately $6,212,000 at 
September 30, 1998 to approximately $6,845,000 at March 31, 1999 in support 
of an anticipated increase in product sales due to the increased marketing 
efforts.  Most of this increase has been in support of the Analyst product 
line. 

      Management believes its cash and cash equivalents, together with 
anticipated cash flow from operations, are sufficient to meet the Company's 
cash needs for its ongoing business.  

Year 2000 Systems

      The Company has undertaken a review concerning the ability of its 
internal information systems, including its internal accounting systems, to 
handle date information and to function appropriately from and after January 
1, 2000, and does not believe that the total cost to address any changes 
required as a result of the so-called "Year 2000 Problem" will be material. 
 In addition, the Company has evaluated the impact of possible Year 2000 
problems encountered by its suppliers and customers upon the Company and 
does not believe that any problems would have a material effect upon the 
Company.

New Accounting Pronouncements

      In June 1997, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 131 ("SFAS No. 131"), 
"Disclosure about Segments of an Enterprise and Related Information", which 
supersedes SFAS No. 14, "Financial Reporting for Segments of a Business 
Enterprise," establishes standards for the way that public enterprises 
report information about operating segments in annual financial statements 
and requires reporting of selected information about operating segments in 
interim financial statements issued to the public.  It also establishes 
standards for disclosures regarding products and services, geographic areas, 
and major customers.  SFAS No. 131 defines operating segments as components 
of an enterprise about which separate financial information is available 
that is evaluated by the chief operating decision maker in deciding how to 
allocate resources and assessing performance.

      This new standard is effective for financial statements for the 
periods beginning after December 15, 1997 and requires comparative 
information for earlier years to be restated.  Management does not expect 
implementation of this standard to materially affect future financial 
statements and disclosures.

      In June 1998, the Financial Accounting Standards Board issued SFAS No. 
133, Accounting for Derivative Instruments and Hedging Activities.  SFAS No. 
133 requires companies to recognize all derivatives contracts as either 
assets or liabilities in the balance sheet and to measure them at fair 
value.  If certain conditions are met a derivative may be specifically 
designated as a hedge, the objective of which is to match the timing of gain 
or loss recognition on the hedging derivative with the recognition of (i) 
the changes in the fair value of the hedged asset or liability that are 
attributed to the hedged risk or (ii) the earnings effect of the hedged 
forecasted transaction.  For a derivative not designated as a hedging 
instrument, the gain or loss is recognized in income in the period of 
change.  SFAS No.133 is effective for all fiscal years beginning after June 
15, 1999.

      Historically, the Company has not entered into derivatives contracts 
either to hedge existing risks or for speculative purposes.  Accordingly, 
the Company does not expect adoption of the new standard on October 1, 1999 
to affect its financial statements.

Impact of Inflation

      Domestic inflation during the last two fiscal years has not had a 
significant effect on the Company's business activities.  Translation and 
transaction gains and losses between the Company and its subsidiary in 
Brazil are expensed each period.  The Company experienced significant 
translation losses during both the three and six month period ended March 
31, 1999 due to a substantial devaluation of the Brazilian Real.

Stock Repurchase

      The Company's Board of Directors approved a program to repurchase up 
to 100,000 shares of its common stock.  On January 15, 1999 the Company 
completed these purchases in open market transactions.  


                         PART II - Other Information

Items 1 through 5:    Not applicable

Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

         b)  Reports on Form 8-K.  On February 10, 1999 the Company filed a 
             Form 8K describing the Stock Purchase Rights Plan.


                                 SIGNATURES
                                 ----------


      Pursuant to the requirements of the Securities Exchange Act of 1934, 
the registrant has duly caused this report to be signed on its behalf of the 
undersigned thereunto duly authorized.



                                       Hemagen Diagnostics, Inc.
                                       -------------------------
                                       (Registrant)



May 10, 1999                           /s/ Carl Franzblau
------------                           ------------------
                                       Carl Franzblau
                                       Chief Executive Officer


May 10, 1999                           /s/ William Franzblau
------------                           ---------------------
                                       William Franzblau
                                       Chief Financial Officer