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CORRESP
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     Comment Response Letter

Keating, Muething & Klekamp,
P.L.L.
   1400 Provident Tower • One East Fourth Street • Cincinnati, Ohio 45202

TEL 513.579.6400 • FAX 513.579.6457 • www.kmklaw.com

DIRECT DIAL: (513)
579-6411FACSIMILE:
(513) 579-6457E-MAIL:
GKREIDER@KMKLAW.COM

September 17, 2004

Via EDGAR and Facsimile (202) 942-2842

Chris B. Edwards, Esq.

Attorney-Advisor Office of Mergers and
Acquisitions

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549-0303

Re:
Hemagen
Diagnostics, Inc.

Reagents Applications, Inc.

Schedule TO-1 filed September 3, 2004

File No. 5-50367

Dear Mr. Edwards:

        On
behalf of the above-referenced companies, we are responding to the Staff’s comments
contained in the letter dated September 14, 2004 to the above-referenced Schedule TO-1.
Accompanying this filing is an amended Schedule TO-1 and a proposed Supplement No. 1 to
Offering Memorandum which the companies propose to send all holders of their 8% Senior
Subordinated Secured Convertible Notes due 2005. Capitalized terms in this letter have the
meanings assigned to the terms in the Offering Memorandum dated September 2, 2004 filed
with the Schedule TO-1 referenced above.

          1.

          We note your
          press release
          dated September
          2, 2004, in
          which you announce
           the exchange
          offer that is
          filed as an
          exhibit to the
          Schedule TO. The
          safe  harbor for
          forward-looking statements
          provided in the
          Private Securities
          Litigation Reform
          Act of 1995
          does not apply
          to statements
          made in
          connection with a
          tender offer. See
          Section 27A(b)(2)(C)
          of the Securities
           Act and
          Section 21E(b)(2)(C)
          of the Exchange
          Act. Therefore,
          in future
          filings, please
          delete references
          to the safe
          harbor or state
          that the safe
          harbor protections
          do not apply
          to statements
          made in
          connection with the
           offer.

The
companies note your comment and will not, in future filings, include references to the
safe harbor or state that the safe harbor protections apply to statements made in
connection with the Exchange Offer.

          2.

          We note that
          the number of
          shares to be
          exchanged per
          note is subject
          to  adjustment
          based on a
          formula tied to
          the market price
          of your common
          stock. Please
          advise as to
          why this should
          not be treated
          as a change
          in  the offer
          consideration. At
          a minimum, it
          would appear that
          you must set
          the conversion
          rate at least
          two business days
          prior to the
          end of the
          offer. Please
          advise or revise.

Under
“Determination of Number of Shares to be Exchanged for Outstanding Note” in
Supplement No. 1, the companies have revised the terms of the Exchange Offer to provide
that the number of shares of Common Stock to be exchanged per Outstanding Note will be
determined three business days before the expiration of the Exchange Offer and will be
communicated to all holders via press release.

3.
Please
tell us whether you are required to obtain the consent of holders ofthe Outstanding Notes
to effect the transaction.

Under
“Consent of Holders of Outstanding Notes; Delaware Court Order; Notification of
Extensions” in Supplement No. 1, the companies have clarified that the consent of the
holders of Outstanding Notes is not required to complete the Exchange Offer but that,
under certain circumstances, non-tendering holders may be required to tender their
Outstanding Notes through Delaware court proceedings.

4.
We
note that the offer will be effective as of September 30, 2004 eventhough you may close
the offer at a later date. Please advise regarding thereason for this and how it impacts
the offer terms. For example, how wouldthis affect the tax consequences, the ability to
convert the notes and therestrictions on transfer?

Under
“Effective Date of Exchange Offer” in Supplement No. 1, the companies have
clarified that the effective date of the Exchange Offer will be September 30, 2004,
notwithstanding that the Exchange Offer may terminate and be completed at a later date.
The companies have also clarified the specific conversion date, interest dates and
maturity date for the Modified Notes and the date on which the restrictions on the Common
Stock lapse.

OFFER TO EXCHANGE

Summary Term Sheet, page
3

Federal Income Tax
Consequences of the Exchange Offer, page 4

5.
You
state that holders may receive Exchange Securities as payment towardsaccrued interest.
Please expand to discuss this aspect of the offer in moredetail. We may have further
comment.

Under
“Federal Income Tax Consequences” in Supplement No. 1, the companies have
corrected the disclosure from the Offering Memorandum to state that all accrued interest
on the Outstanding Notes will be paid in cash.

SEC Registration, page 4

6.
Expand
to address issuance of the shares into which the notes areconvertible. Are you relying on
the same exemption for registration as youare for the issuance of the Exchange
Securities?

Under
“SEC Registration” in Supplement No. 1, the companies have provided disclosure
that the conversion of the Modified Notes into Common Stock will be registered.

Terms of Offer, page 5

          7.

          Please disclose
          that if you
          extend the offer
          in order to
          seek a court
          order  to require
          the exchange of
          all Outstanding
          Notes, withdrawal
          rights will be
          available during
          the time the
          offer is
          extended. Expand
          to address the
          amount of time
          you believe it
          will take to
          complete the
          process of seeking
           a court order.

Under
“Consent of Holders of Outstanding Notes; Delaware Court Order; Notification of
Extensions” in Supplement No. 1, the companies have clarified that withdrawal rights
will be available during all times that the Exchange Offer is extended, including any
period during which the companies seek a court order in Delaware.

8.
Please
disclose, if true, that if holders are required to tender as aresult of court action that
they will receive the same amount ofconsideration as those who voluntarily tendered into
the offer.

Under
“Consent of Holders of Outstanding Notes; Delaware Court Order; Notification of
Extensions” in Supplement No. 1, the companies have clarified that all holders of
Outstanding Notes will receive the same consideration in the Exchange Offer, regardless of
whether the holders tender voluntarily or pursuant to a Delaware court order.

Notification of
Extensions, page 5

9.
Please
disclose that your notification of extension will include a new termination
date for the offer as well as the information required by Rule 14e-1(d).

Under
“Consent of Holders of Outstanding Notes; Delaware Court Order; Notification of
Extensions” in Supplement No. 1, the companies have disclosed that notification of
extensions will include a new termination date for the offer as well as the information
required by Rule 14e-1(d).

Risk Factors, Page 8

Our Stock Price is Highly
Volatile, page 10

          10.

          In this risk
          factor you
          suggest that the
          common stock will
          be tradable one
          year after the
          closing of the
          Exchange Offer;
          however, in the
          subsequent  risk
          factor you state
          that the common
          stock is not
          transferable until one
           year after
          issuance. It
          would appear that
          the one-year
          period on restricted
           transfer will
          not begin to
          run until the
          common stock is
          issued, which
          could be a
          date that occurs
          some time after
          what is deemed
          the closing of
          the Exchange
          Offer. Please
          make clear that
          the common stock
          is not
          transferable until
          one year after
          the date of
          issuance.

Under
“Revision to Risk Factors” in Supplement No. 1, the companies have clarified
that the Common Stock is not transferable until October 1, 2005.

Background and Reasons
for the Exchange Offer, page 16

11.
Please
provide a detailed description of the negotiations management hadwith holders of the
Outstanding Notes. Please provide the backgroundleading up to each contract, the form of
the communication, when it tookplace, and the parties involved. Of course, you should
also provideappropriate disclosure about any actions that resulted from each contact.

Under
“Additional Information Regarding Background of Exchange Offer” in Supplement
No. 1, the companies have provided additional information regarding the contact among the
companies and the holders of the Outstanding Notes which preceded the Exchange Offer.

Market for Common Stock,
page 19

12.
Please
include your stock symbol in this section.

Under
“Market for Common Stock” in Supplement No. 1, the companies have disclosed the
stock symbol for Hemagen Diagnostics, Inc.

The Exchange Offer, page
30

Terms of the Exchange
Offer; Period for Tendering Outstanding Notes, page 30

          13.

          We believe that
          a tender offer
          may be
          conditioned on a
          variety of events
           and circumstances,
          provided that
          they are not
          within the direct
          or indirect
          control of the
          issuer, and are
          drafted with
          sufficient specificity
          to allow  for
          objective verification
          that the
          conditions have
          been satisfied. Your
           ability to
          terminate the
          offer “for
          any reason within
          our sole and
          absolute  discretion”
          is too broad
          and does not
          allow for
          objective verification.
          Please revise to
          state that you
          may terminate the
          offer only upon
          the  occurrence
          of the specified
          conditions.

Under
“Termination of the Exchange Offer” in Supplement No. 1, the companies have
clarified the conditions for termination and stated that the Exchange Offer may only be
terminated upon the occurrence of the conditions listed.

Release of Legal Claims
by Tendering Outstanding Note Holders, page 31

14.
Please
note that the security holders may not contract away their rights under the
federal securities laws. See Section 29(a) of the Securities Exchange Act of 1934.

Under
“Amendment to Release of Legal Claims by Tendering Outstanding Note Holders” in
Supplement No. 1, the companies have revised the disclosure to state that, by tendering
Outstanding Notes, holders are not waiving any rights they may have under the federal
securities laws.

Procedures for Tendering
Outstanding Notes, page 32

          15.

          We note that
          you have reserved
          the right to
          waive any
          condition of the
          Exchange Offer
          either before or
          after the
          expiration date.
          Please revise to
          make clear that
          all offer
          conditions, except
          those related to
          the receipt  of
          government regulatory
          approvals necessary
          to consummate the
          offer, must  be
          satisfied or
          waived at or
          before the
          expiration of the
          offer. Please
          make a similar
          revision to
          Instruction 8 of
          the Letter of
          Transmittal.

Under
“Amendment to Procedures for Tendering Outstanding Notes” in Supplement
No. 1, the companies have clarified that all conditions to the Exchange Offer, except
those related to the receipt of governmental regulatory approvals necessary to complete
the Exchange Offer, must be satisfied or waived at or before the expiration date.

Under
“Amendment to Letter of Transmittal” in Supplement No. 1, a similar
clarification has been made.

Expenses

16.
Please
provide an estimate for obtaining the court order if more than 75% but less than all of
the Outstanding Notes are tendered.

Under
“Expenses of Delaware Court Proceeding” in Supplement No. 1, the companies have
provided disclosure regarding the fees that may be incurred in connection with the
Delaware court proceeding.

Registration Rights,
page 35

17.
We
note that the company has agreed to file a resale registration statementwithin sixty days
of the completion of the offer. Please expand to addressthe restrictions on the ability
to sell the shares covered by any suchresale registration statement as noted on page 30.

Under
“Registration Rights” in Supplement No. 1, the companies have clarified that the
Common Stock may not be transferred and the Modified Notes may not be converted until
after September 30, 2005.

Description of
$4,050,000 Principal Notes, page 35

          18.

          The notes have
          an “initial”
          conversion price
          of $0.75 per
          share. Please
          expand to discuss
          how and when
          the conversion
          price may change

Under
“Terms of Modified Notes” in Supplement No. 1, the companies have deleted the
word “initial” and provided detailed information regarding adjustments to the
conversion price of the Modified Notes.

Letter of Transmittal

19.
Please
delete the language in the letter of transmittal requiring the
security holder to acknowledge that they have “read” or “reviewed” the terms
of the Exchange Offer.

Under
“Amendment to Letter of Transmittal” in Supplement No. 1, the first sentence of
the second paragraph of page 1 of the Letter of Transmittal has been amended as requested.

        Accompanying
this letter and its attachments is a letter from the companies making the acknowledgements
requested in the Staff’s letter dated September 14, 2004. If you have any questions
or need any additional information, please contact Mark Weiss of our office (513-579-6599)
or me.

Yours truly,

KEATING, MUETHING & KLEKAMP, P.L.L.

BY: /s/ Gary P. Kreider
——————————————

      Gary P. Kreider

Attachments

cc:
Mr.
William Hales
Ms. Deborah Ricci