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                                  EXHIBIT 14.0


                                 CODE OF ETHICS
              ADOPTED BY THE BOARD OF DIRECTORS ON DECEMBER 8, 2003

Hemagen Diagnostics, Inc. ("Hemagen") and its directors, officers and employees
have committed to conduct Hemagen's business in accordance with the highest
ethical standards. This Code sets out the principles to which all directors,
officers and employees of Hemagen are expected to adhere and advocate in meeting
these standards. The Code embodies rules regarding individual and peer
responsibilities, as well as responsibilities to Hemagen, its investors and the
public.

                              Conflicts of Interest
                              ---------------------

Hemagen's directors, officers and employees have an obligation to promote the
best interests of Hemagen at all times. They should avoid any action which may
involve a conflict of interest with Hemagen. Directors, officers and employees
should not have any undisclosed, unapproved financial or other business
relationships with suppliers, customers or competitors of a magnitude or nature
that could impair the independence of any judgment they may need to make on
behalf of Hemagen. Conflicts of interest would also arise if a director, officer
or employee, or a member of his or her family, receives improper payments or
other personal benefits as a result of his or her position in Hemagen.

Directors, officers and employees must also avoid apparent conflicts of
interest, which occur where a reasonable observer might assume there is a
conflict of interest and, therefore, a loss of objectivity in their dealings on
behalf of Hemagen.

Where conflicts of interest arise, directors, officers and employees must
provide full disclosure of the circumstances and stand back from any related
decision making process. Directors and officers shall provide full disclosure to
Hemagen's Audit Committee Chairman, and all other employees shall provide full
disclosure to their immediate supervisor.

                             Corporate Opportunities
                             -----------------------

Directors, officers and employees shall not take for themselves any business
opportunities that are discovered through the use of Hemagen property,
information or position, use Hemagen property, information or position for
personal gain, or compete with Hemagen. All directors, officers and employees
owe a duty to Hemagen to advance its legitimate business interests when the
opportunity to do so arises.

                                 Confidentiality
                                 ---------------

Directors, officers and employees shall maintain the confidentiality of all
information entrusted to them by Hemagen, except when disclosure is authorized
or legally mandated. They should recognize that such information is the property
of Hemagen and only the corporation may authorize its publication or use by
others. Confidential information includes, but is not limited to, all non-public
information that might be used by Hemagen's competitors or harmful to Hemagen or
its customers, if disclosed. Officers shall inform subordinates, as appropriate,
regarding the confidentiality of information acquired in the course of their
work and monitor, as needed, to ensure that subordinates maintain that
confidentiality.

                                  Fair Dealing
                                  ------------

Hemagen bases its relationships with customers, suppliers, competitors and
employees on fair practices. Accordingly, all directors, officers and employees
of Hemagen should endeavor to deal fairly with all customers, suppliers,
competitors and employees of Hemagen. No director, officer or employee shall
take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other unfair
dealing practice.

                   Protection and Proper Use of Hemagen Assets
                   -------------------------------------------

All directors, officers and employees must safeguard Hemagen property, whether
it is a piece of equipment, an electronic file or confidential information. All
directors, officers and employees should ensure that all Hemagen property is
used in an efficient manner and for legitimate business purposes. Theft,
carelessness and waste impact Hemagen's profitability, and should be promptly
reported.

                              Compliance with Laws
                              --------------------

Directors, officers and employees of Hemagen must respect and follow and cause
Hemagen to comply with all governmental laws, rules and regulations applicable
to Hemagen's business.

In addition all directors, officers and employees shall comply with Hemagen's
Insider Trading Policy and Foreign Corrupt Practices Policy.


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                                   Disclosure
                                   ----------

Hemagen has an obligation to comply with all reporting requirements under the
Securities Exchange Act of 1934.

In accordance with Hemagen's disclosure obligations, financial communications
and reports will be delivered in a manner that facilitates clarity of content
and meaning so that readers and users will be able to determine their
significance and consequence quickly and accurately.

All financial officers shall communicate to executive management of Hemagen and
to the accountants engaged to conduct an audit of Hemagen's financial
statements, all relevant information and professional judgments or opinions. The
financial officers shall encourage open communication and full disclosure of
financial information by all relevant employees.

Furthermore, any director, officer or employee in possession of material
information must not disclose such information before its public disclosure and
must take steps to ensure that Hemagen complies with its timely disclosure
obligations.

All officers shall ensure that all relevant employees understand Hemagen's open
communication and full disclosure standards and processes. Further, all officers
shall ensure that all employees are aware of Hemagen's Employee Complaint Policy
which encourages employees to submit good faith complaints regarding Hemagen's
accounting, internal controls and auditing matters.

                         Compliance with Code of Ethics
                         ------------------------------

If employees have knowledge or are suspicious of any noncompliance with any
section of this Code or are concerned whether circumstances could lead to a
violation of this Code, they should discuss the situation with their immediate
supervisor who will bring it to the attention of the Chief Executive Officer. If
the employee feels uncomfortable or otherwise believes it is inappropriate to
discuss such matter with their immediate supervisor, then the employee may
discuss the matter directly with the Audit Committee Chairman or leave an
anonymous message with the Audit Committee Chairman by following the procedures
in Hemagen's Employee Complaint Policy.

If directors and executive officers have knowledge or are suspicious of any
noncompliance with any section of this Code or are concerned whether
circumstances could lead to a violation of this Code, they should discuss the
situation with the Audit Committee Chairman.

Hemagen will not allow any retaliation against a director, officer or employee
who acts in good faith in reporting any such violation or suspected violation.

Any waiver of this Code for directors, officers or employees may be made only by
the Audit Committee and will be promptly disclosed as required by law.

                    Accountability for Adherence to the Code
                    ----------------------------------------

All directors, officers and employees are responsible for abiding by this Code.
This includes individuals responsible for the failure to exercise proper
supervision and to detect and report a violation by their subordinates.
Directors, officers and employees who violate the Code are subject to
disciplinary action, up to and including dismissal.

                                    IMPORTANT
                                    ---------

THIS CODE OF ETHICS AND THE POLICIES DESCRIBED IN IT ARE NOT AN EMPLOYEE
CONTRACT. HEMAGEN DOES NOT CREATE ANY CONTRACTUAL RIGHTS BY ISSUING THIS CODE OF
ETHICS OR THE POLICIES. THIS CODE OF ETHICS DOES NOT LIMIT THE OBLIGATIONS OF
ANY EMPLOYEE UNDER ANY EXISTING NON-COMPETE, NON-DISCLOSURE OR OTHER EMPLOYMENT
RELATED AGREEMENTS TO WHICH THE EMPLOYEE IS BOUND OR HEMAGEN POLICIES WHICH
COVER THE EMPLOYEE. I have read the Hemagen Code of Ethics