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


                                       1
<PAGE>


                   HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES

                                      INDEX


PART I.  FINANCIAL INFORMATION                                       PAGE NUMBER
                                                                     -----------
Item 1.    Financial Statements

               Consolidated Balance Sheets;                             2
               December 31, 1999 and
               September 30, 1999

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

               Consolidated Statements                                  5
               of Cash Flows; three months
               ended December 31, 1999 and 1998

               Notes to Consolidated                                    6
               Financial Statements

Item 2.    Management's Discussion and                                  8
           Analysis of Financial
           Condition and Results of
           Operations


PART II.  OTHER INFORMATION

Item 5.     Other Information.                                         13

Item 6.     Exhibits and Reports on Form 8-K.                          13



                                       2
<PAGE>



PART I  -Financial Information


                   HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)

                                     ASSETS

                                                     December 31,  September 30,
                                                         1999           1999
                                                     ------------- -------------

Current Assets:
       Cash and cash equivalents                      $   415,076   $   289,320
       Accounts receivables, less allowance for
       doubtful accounts of $373,000 at
       December 31, 1999 and $368,000 at
       September 30, 1999                               1,984,648     1,877,016
       Inventories                                      5,921,082     5,664,906
       Prepaid expenses and other current assets          212,828       294,198
                                                      -----------   ------------
               Total current assets                     8,533,634     8,125,440


Property and Equipment:
       Fixed assets                                     8,091,300     7,889,216
       Less accumulated depreciation                    4,382,620     4,116,066
                                                      -----------   ------------
                                                        3,708,680     3,773,150

Other assets                                              241,180       253,874
                                                      -----------   ------------
                                                      $12,483,494   $12,152,464
                                                      ===========   ===========




                 See Notes to Consolidated Financial Statements.




                                       3
<PAGE>



                   HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)

                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                  December 31,     September 30,
                                                       1999            1999
                                                  ------------    --------------
Current Liabilities:
   Accounts payable and accrued expenses          $  3,123,396    $  2,836,551
   Deferred revenue                                     75,443          84,374
   Note payable                                      3,928,888       3,169,589
   Subordinated note payable, net of
   unamortized discount of $64,167 and
   $86,870 at December and September
   respectively                                      1,185,833       1,163,130

                                                  ------------    -------------
       Total current liabilities                     8,313,560       7,253,644
                                                  ------------    -------------

Stockholders' Equity:
   Preferred stock, no par value - 1,000,000
     shares authorized; none issued                       --              --
   Common stock, $.01 par value - 30,000,000
     shares authorized; issued and outstanding:
     7,851,890 at both December and September           77,519          77,519
   Additional paid-in capital                       13,352,310      13,352,310
   Accumulated deficit                              (9,253,895)     (8,525,009)
                                                  ------------    -------------
                                                     4,175,934       4,904,820
   Receivable from stockholder                          (6,000)          (6,000)
                                                  ------------    -------------
                                                     4,169,934       4,898,820
                                                  ------------    -------------
                                                  $ 12,483,494    $ 12,152,464
                                                  ============    ============


                 See Notes to Consolidated Financial Statements.


                                       4
<PAGE>


                    HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARY

                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)



                                                         Three Months Ended
                                                            December 31,
                                                    ----------------------------
                                                       1999            1998
                                                    -----------    -------------
Revenues:
       Product sales                                $ 2,659,576    $ 4,679,101

Costs and expenses:
       Cost of product sales                          2,115,913      2,773,640
       Research and development                         179,319        267,547
       Selling, general and administrative              975,669      1,177,012
                                                    -----------    ------------
                                                      3,270,901      4,218,199
                                                    -----------    ------------
       Operating Income                                (611,325)       460,902

Other income (expenses), net                           (117,561)        (99,691)
                                                    -----------    ------------

       Income before income taxes                      (728,886)       361,211
Provision for income taxes (Note C)                        --             --
                                                    -----------    ------------

       Net income                                   $  (728,886)   $   361,211
                                                    ===========    ===========

Net income per share - basic (Note B)               $     (0.09)   $      0.05
                                                    ===========    ===========

Net income per share - assuming dilution (Note B)   $     (0.09)   $      0.05
                                                    ===========    ===========



                 See Notes to Consolidated Financial Statements.



                                       5
<PAGE>

                    HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                INCREASE (DECREASE) OF CASH AND CASH EQUIVALENTS

                                                          Three Months Ended
                                                             December 31,
                                                         1999          1998
                                                     ------------   ------------
Cash flows from operating activities:
  Net income                                         $  (728,886)   $   361,211
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization                      279,482        304,549
      Amortization of debt discount                       22,703         21,552
      Changes in operating assets and liabilities:
        Accounts and other receivables                  (107,632)       383,987
        Prepaid expenses and other current assets         81,328       (148,502)
        Inventories                                     (256,176)      (121,856)
        Accounts payable and accrued expenses            286,845        392,436
        Deferred revenue                                  (8,931)       (18,296)
                                                     -----------     -----------
       Net cash provided (used)
       by operating activities                          (431,267)     1,175,081
                                                     -----------     -----------
Cash flows from investing activities:
  Purchase of property and equipment                    (202,276)      (154,036)
  Other assets                                               --         (16,510)
                                                     -----------     -----------

       Net cash used by investing activities            (202,276)      (170,546)

Cash flows from financing activities:

  Increase (repayment) of note payable                   759,299     (1,248,074)
                                                     -----------     -----------
       Net cash provided (used) by
       financing activities                              759,299     (1,248,074)
                                                     -----------     -----------
       Net increase (decrease) in cash
       and cash equivalents                              125,756       (243,539)

Cash and cash equivalents at
beginning of period                                      289,320        412,193
                                                     -----------     -----------

Cash and cash equivalents at end of period           $   415,076    $   168,654
                                                     ===========    ===========



                 See Notes to Consolidated Financial Statements




                                       6
<PAGE>



                   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 29, 1999.

     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  period  ended  December 31,
1999. Operating results for these periods are not necessarily  indicative of the
results that may be expected for the year ending September 30, 2000.

NOTE B - NET INCOME PER SHARE

     Earnings  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 per share. The numerator (net income) is the
same for basic and diluted computations.

                                                           Three months ended
                                                              December 31,
                                                         -----------------------
                                                            1999          1998
                                                         ---------     ---------
Basic shares                                             7,751,890     7,851,890

Effect of dilutive securities
         - options and warrants                                -             -

Dilutive shares                                          7,751,890     7,851,890



                                       7
<PAGE>


     Options and warrants to purchase  2,206,364 and 2,999,781  shares of common
stock at prices  ranging from $0.97  through  $2.19 and $2.00 through $2.75 were
outstanding  during the three month period ended December 31, 1999.  Options and
warrants to purchase  3,903,123 and  3,844,107  shares of common stock at prices
ranging from $1.20 through $3.25 and $2.19  through $8.00 were  outstanding  for
the three month period ended  December 31, 1998.  These shares were not included
in the  computation  of diluted EPS because the options' and warrants'  exercise
price was greater  than the average  market  price of the common  shares.  These
options and warrants expire at various dates through 2009.

NOTE C - INCOME TAXES

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

NOTE D - NEW ACCOUNTING PRONOUNCEMENTS

     In June 1998,  the Financial  Accounting  Standards  Board issued SFAS 133,
Accounting for Derivative Instruments and Hedging Activities.  SFAS 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 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 to affect financial statements.



                                       8
<PAGE>


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

     Certain  statements  contained in this report that are not historical facts
constitute  forward-looking  statements,  within  the  meaning  of  the  Private
Securities  Litigation Reform Act of 1995, and are intended to be covered by the
safe  harbors  created  by that Act.  Reliance  should  not be placed on forward
looking statements  because they involve unknown risks,  uncertainties and other
factors which may cause actual  results,  performance or  achievements to differ
materially from those expressed or implied. Any forward-looking statement speaks
only as of the date made.  The Company  undertakes  no  obligation to update any
forward-looking  statements to reflect events or circumstances after the date on
which they are made.

     Statements  concerning the  establishments  of reserves and adjustments for
dated and  obsolete  products,  write-offs  of  goodwill,  relocation  expenses,
expected financial performance, on-going business strategies and possible future
action  which the  Company  intends  to pursue to achieve  strategic  objectives
constitute  forward-looking   information.  The  sufficiency  of  such  charges,
implementation  of strategies and the  achievement of financial  performance are
each subject to numerous  conditions,  uncertainties  and risk factors.  Factors
which  could  cause  actual   performance  to  differ   materially   from  these
forward-looking  statements,   include,  without  limitation,  new  management's
analysis of the Company's assets, liabilities and operation, the failure to sell
date-sensitive  inventory prior to its  expiration,  the inability of particular
products  to  support  goodwill  allocated  to them,  competition,  new  product
development  by competitors  which could render  particular  products  obsolete,
material  failures in the  company's  information  systems to adjust to the Year
2000 problem, the inability to develop or acquire and successfully introduce new
products or  improvements  of existing  products  and the ability to  assimilate
successfully product acquisitions.

Overview
--------

     Hemagen Diagnostics,  Inc. (the "Company") is a biotechnology company which
develops,  manufactures, and markets medical diagnostic test kits used to aid in
the  diagnosis of certain  autoimmune  and  infectious  diseases.  In the United
States,  the Company sells its products  directly to physicians,  veterinarians,
clinical  laboratories  and blood  banks and on a  private-label  basis  through
multinational  distributors of medical  supplies.  Internationally,  the Company
sells its products primarily through distributors. The Company also manufactures
and sells an FDA-cleared  clinical  chemistry  analyzer ("The  Analyst") used to
measure important  constituents in human and animal blood. The Company sells The
Analyst both directly and through  distributors  servicing both the  physicians'
office  laboratory and veterinary  markets.  The Company was incorporated in the
Commonwealth  of  Massachusetts  in 1985  and  reincorporated  in the  state  of
Delaware in 1992.

Results of Operations
---------------------

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

     Revenues for the three month period ending  December 31, 1999  decreased to
approximately $2,660,000 from approximately $4,679,000 (43%) for the same period
ending December 31,1998.  This decrease is primarily due to a reduction in blood
bank  product  sales of $858,000 as  shipments  to the  product  line's  primary
distributor,  Olympus,  terminated in January,  1999. In addition,  sales of the
Analyst  product  line were  $808,000  lower than the prior year.  In the period
ended December 31, 1998, the Company made substantial  one-time initial stocking
shipments to Carter Wallace, our North American distributor.



                                       9
<PAGE>


     Cost  of  product  sales   decreased  to   approximately   $2,116,000  from
approximately  $2,774,000  (24%). The decrease was primarily due to the decrease
in sales but was offset by costs  incurred  with the  relocation  of the Analyst
business to the  Company's  own  facilities.  The  Company  had  entered  into a
manufacturing  agreement  with Dade upon purchase of the Analyst.  The nature of
the  agreement  required the Company to pay a  significant  six monthly  payment
regardless of  production  volume.  In the quarter  ended  December 31, 1998 the
production  required by Dade was much higher than  required in the quarter ended
December  31,  1999.  Additionally,  cost  of  product  sales  was  impacted  by
relocation expenses,  duplicate  manufacturing costs associated with the move of
the Analyst business and the loss of high-margin blood banking business.

     Research and development expenses decreased to approximately  $179,000 from
approximately  $268,000 (33%), due to workforce  reductions and reduced facility
costs allocated to research and development.

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

     Autoimmune Diseases

     The  Company  recently  received  clearance  from  the  FDA to  market  the
Virgo(R)B2  Glycoprotein I lgA Antibody Kit, the  Virgo(R)B2  Glycoprotein I lgG
Antibody Kit and the  VIRGO(R)B2  Glycoprotein  I lgM Antibody Kit.  These ELISA
kits aid in the  diagnosis of Primary and Secondary  Antiphospholipid  Syndrome.
This Syndrome is characterized by unusual  thrombotic  events  (coagulation) and
poses a  significant  threat to several  organ  systems.  This assay  alerts the
physician  to the  autoimmune  disease  and allows  him/her to treat the patient
accordingly.  In addition to these products, Hemagen is developing several other
complementary assays to our already significant  portfolio of autoimmune disease
products.  To date,  Hemagen has more than 15 FDA cleared products to aid in the
differential diagnosis of autoimmune disease.


     Clinical Chemistry Reagents

     On  February  1, 2000,  the  Company  announced  that it signed a long-term
agreement  to  provide  reagents  and  diagnostic  kits  to  Roche   Diagnostics
Corporation.   The  extent  of  the  agreement   encompasses   thirty   products
manufactured  by the Company's  Raichem  division  which is expected to generate
revenues  in  excess  of  seven  million  dollars  over the  next  three  years.
Additionally,  Roche has  indicated a need for products  that are not  presently
offered by the  Company.  The  Company  will  submit  several  products  for FDA
clearance in  conjunction  with this agreement in order to market those specific
products for use on the Roche Cobas Mira Clinical Chemistry Analyzer.


                                       10
<PAGE>


     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.  Development  of a kit to measure  blood  levels of
ferritin is almost  complete  and plans to produce  several  other assays are in
place.

     The Company continues to develop  additional  consumables  (rotors) for its
Analyst(R)  instrument.  In the second fiscal quarter ending March 31, 2000, the
Company  expects to submit an  application  to the FDA to market its Panels Plus
Rotor. The Panels Plus Rotor was re-configured to satisfy the Healthcare Finance
Administration's  (HCFA)  guidelines for  reimbursement in the Physicians Office
Lab (POL).

     Selling,   general  and  administrative   ("SG&A")  expenses  decreased  to
approximately  $976,000  from  approximately  $1,177,000  (17%),  due to reduced
spending at the  Company's  51% - owned  subsidiary  in Brazil and reduced costs
associated with the sale of Cellular  Products,  Inc. in July 1999. In the three
month period  ended  December 31,  1999,  the Company  reduced its  workforce by
approximately  20%.  Separation  expenses incurred as a result of this reduction
have offset the savings  associated with this reduction in this period. The full
benefit of these  reductions  will be realized in the  remainder  of this fiscal
year.

     Other  expenses  increased to  approximately  $118,000  from  approximately
$100,000  (18%) This  increase was the result of the increased  borrowings  that
were used to finance operations. (See "Liquidity and Capital Resources").

     The net loss for the period was  approximately  $729,000 as compared to net
income of approximately $361,000 in the prior period. This loss is primarily due
to reduced sales, and increased costs associated with the relocation and interim
duplication of manufacturing costs for the Analyst business as described above.

Liquidity and Capital Resources
-------------------------------

     The Company finances its operating  requirements,  capital expenditures and
growth primarily from cash flow from  operations,  a revolving line of credit at
BankBoston, an unsecured seller note and customer deposits.

     As of February 7, 2000 the  outstanding  loan under the reducing  revolving
credit line from  BankBoston  was  $4,057,500.  The stated  maturity date of the
BankBoston  agreement is August 31, 2001. The agreement requires compliance with



                                       12
<PAGE>


various  financial  covenants  including  leverage ratio, debt service coverage,
minimum profitability and maximum capital  expenditures.  The Company was not in
compliance  with certain of these  covenants as of February 7, 2000. The Company
is current on all  payments of principal  and interest due under the  BankBoston
agreement as of February 7, 2000. The Company is in discussion  with  BankBoston
regarding  a waiver  of  covenant  defaults  to date,  a reset of the  financial
covenants and other modifications to the BankBoston agreement.

     The Company is in discussion  with an investment  bank  regarding a private
placement of common stock for a minimum of  $1,500,000  expected to be completed
by April  2000.  There  can be no  assurance  that the  Company  will be able to
complete this private placement.

     At December 31,  1999,  the  Company's  working  capital was  approximately
$220,000 compared to approximately $872,000 at September 30, 1999. This decrease
was principally due to an increase in notes payable of  approximately  $759,000,
as a result of the cash used by operations.

     Long term debt decreased from approximately $1,090,000 on December 31, 1998
to zero on December 31, 1999.  The note payable to Dade,  that has a due date of
September  1, 2000,  is a current  liability  as of  December  31,  1999.  As of
December 31, 1999, the note payable to Dade was  $1,186,000,  net of unamortized
discount of $64, 000.

     Capital  expenditures have been financed  principally through the revolving
line of credit  provided from  BankBoston.  Capital  expenditures  for the three
months ended  December 31, 1999 were  $202,000 and related to the  relocation of
the Analyst business to the Company's Columbia, MD facility.

     After   consideration  of  the  expense  reduction  measures   implemented,
management believes its cash together with anticipated cash flow from operations
and proceeds from an anticipated  private placement,  are sufficient to meet the
Company's cash needs for its ongoing business.

Certain Relationships and Related Party Transactions
----------------------------------------------------

     On December 16, 1999, the Company's Board of Directors agreed to retain the
hourly  services of  directors  Thomas A.  Donelan and  Christopher  P. Hendy as
consultants on an as needed basis.

Year 2000 Systems
-----------------

     Prior to  December  31,  1999,  the Company  had  implemented  its plans to
prepare its internal  information  systems,  including  its internal  accounting
systems, to handle date information and to function  appropriately after January
1, 2000.  It has  encountered  no Year 2000 problems to date and is not aware of
any encountered by its suppliers and customers.



                                       13
<PAGE>



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.



                                       14
<PAGE>


                           PART II - Other Information


Items 1 through 6:         Not applicable




                                       15
<PAGE>



                                   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)



 February 11, 2000                    /s/Jerry L. Ruyan
                                      ------------------------------------------
                                      Jerry L. Ruyan
                                      Chief Executive Officer


 February 11, 2000                    /s/Deborah F. Ricci
                                      ------------------------------------------
                                      Deborah F. Ricci
                                      Chief Financial Officer








                                       16
<PAGE>

                                  EXHIBIT INDEX



Exhibit
  No.                                     Title
-------          -------------------------------------------------
11               Statement of Computation of per share net income.