SecProbe.io

CORRESP
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     Letter to SEC

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

September 23, 2004

Via EDGAR and Facsimile
(202) 942-9638

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.
Amendment No. 2 to Schedule
TO-1
filed September 22, 2004
File No. 5-50367

Dear Mr. Edwards:

        I
am responding to your request on behalf of Hemagen Diagnostics, Inc. that we
supplementally advise you on certain aspects of the second comment in your letter dated
September 20, 2004. We understand your concern was with the second sentence of that
comment.

        The
Company chose to structure the Exchange Offer with an effective date coinciding with the
end of its fiscal year on September 30. Legally, we see no difficulty with the Company
entering into an agreement with another party with an as of effective date the precedes
the agreement itself. In this case the effective date is as of September 30, even though
the expiration of the Exchange Offer may be several months in the future. Normally, with
traded securities it would be impossible to make such an arrangement because of the
difficulty of pricing securities with fixed interest payments in such circumstances and
the security delivery requirements. However, as noted in earlier correspondence, the
Outstanding Notes are held by approximately 50 persons, and the Company expects the
Modified Notes to be similarly held. There has been no trading in the Outstanding Notes
and the Company does not anticipate any would develop in the Modified Notes.

        In
response to your comments, the Company reviewed with its accountants the accounting
treatment it was seeking to obtain by utilizing the fiscal year end September 30 effective
date. They have received confirmation that if the Offer expires and is closed prior to the
filing of their Form 10-K for the fiscal year ended September 30, 2004, the Company’s
financial statements will include the effects of the completion of the Exchange Offer as
of September 30, 2004.

        We
appreciate the attention you have given to this matter and your prompt responses to our
filings.

Yours truly,

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

BY: /s/ Gary P. Kreider

      ——————————————

      Gary P. Kreider

Attachments

cc:

  Mr. William Hales
Ms. Deborah Ricci

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