Exhibit 2.02

                                Exhibit 2.02

                    AMENDMENT TO ASSET PURCHASE AGREEMENT

      THIS AMENDMENT TO the ASSET PURCHASE AGREEMENT dated August 14, 1998 
is made effective this 31st day of August 1998 by and between by and between 
Hemagen Diagnostics, Inc., a Delaware corporation (the "Purchaser"), and 
Dade Behring Inc., a Delaware corporation (the "Seller").  The Purchaser and 
the Seller are sometimes referred to herein as the "Parties."  

      WHEREAS, the Parties entered into that Asset Purchase Agreement dated 
August 14, 1998 (the "Agreement"); and 

      WHEREAS, the Parties desire to amend the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements made 
herein, and of the mutual benefit derived hereby, the Parties, intending to 
be legally bound, agree:

1.  Paragraph IV.1.4 of the Agreement shall be deleted and the following 
shall be added.


            IV.1.4  Financial Statement.  Schedule 4.1.4 attached hereto 
      consists of copies of the audited, compiled statement of net assets to 
      be sold of the Analyst Business as of December 31, 1996, December 31, 
      1997, and March 31, 1998, respectively, and the related  audited, 
      compiled statements of operation, respectively, of the Analyst 
      Business, for the calendar years 1996 and  1997, and the three months 
      ended March 31, 1998, respectively certified by Price 
      WaterhouseCoopers LLP, independent public accountants. In addition 
      Schedule 4.1.4 consists of an unaudited, compiled  P & L statement of 
      the Analyst Business as of June 30, 1998. The net assets to be sold of 
      the Analyst Business and the statements of operation have been 
      prepared in accordance with GAAP, consistently applied; each of such 
      statements of net assets to be sold fairly presents the financial 
      condition of the Analyst Business as of its respective date; and each 
      of such statements of operation, respectively, fairly presents the 
      results of operations, as the case may be, of the Analyst Business for 
      the period covered thereby.

      IN WITNESS WHEREOF, the Parties have duly executed this Amendment as 
of the date first above written.


                                       DADE BEHRING INC.


                                       By:  /s/ Xxxxxx X. Xxxxxxxxxx

                                       Name:  Xxxxxx X. Xxxxxxxxxx

                                       Its:  Group President, Chemistry



                                       HEMAGEN DIAGNOSTICS, INC.


                                       By:  /s/ Xxxxxxx Xxxxxxxxx

                                       Name:  Xxxxxxx Xxxxxxxxx

                                       Its: Chief Financial Officer