SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the Period Ended March 31, 2004               Commission File Number 0-10763


                               Atrion Corporation
             (Exact Name of Registrant as Specified in its Charter)


             Delaware                                   63-0821819
---------------------------------          -------------------------------------
 (State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
  Incorporation or Organization)

                    One Allentown Parkway, Allen, Texas 75002
               (Address of Principal Executive Offices) (Zip Code)

                                 (972) 390-9800
              (Registrant's Telephone Number, Including Area Code)

Indicate by check whether the registrant:  (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                    YES           X              NO
                                 ---                        ---

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                                                Number of Shares Outstanding at
        Title of Each Class                              May 3, 2004
----------------------------------------       ---------------------------------
Common stock, Par Value $0.10 per share                   1,708,107

<PAGE>

                       ATRION CORPORATION AND SUBSIDIARIES
                       -----------------------------------

                                TABLE OF CONTENTS
                                -----------------



PART I. Financial Information 2

     Item 1. Financial Statements

          Consolidated Statements of Income (Unaudited)
              For the Three Months Ended
              March 31, 2004 and 2003                                         3


          Consolidated Balance Sheets
              March 31, 2004 (Unaudited) and December 31, 2003                4


          Consolidated Statements of Cash Flows (Unaudited)
              For the Three Months Ended
              March 31, 2004 and 2003                                         5


          Notes to Consolidated Financial Statements (Unaudited)              6

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

PART II. Other Information 11

     Item 6. Exhibits and Reports on Form 8-K                                 11

SIGNATURES                                                                    12


                                       1
<PAGE>

                                     PART I


                              FINANCIAL INFORMATION



                                       2
<PAGE>

Item 1. Financial Statements
                       ATRION CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

                                                     Three Months Ended
                                                          March 31
                                              ----------------------------------
                                                    2004             2003
                                              ----------------- ----------------

Revenues                                       $       16,789    $       15,721
Cost of goods sold                                     10,834            10,125
                                               --------------    --------------
Gross profit                                            5,955             5,596
                                               --------------    --------------

Operating expenses:
   Selling                                              1,428             1,409
   General and administrative                           2,081             1,934
   Research and development                               545               529
                                               --------------    --------------
                                                        4,054             3,872
                                               --------------    --------------

Operating income                                        1,901             1,724
                                               --------------    --------------

Other income:
   Interest income                                         11                19
   Interest expense                                      (27)              (60)
   Other income                                             6                 9
                                               --------------    --------------
                                                         (10)              (32)
                                               --------------    --------------

Income before provision for income taxes                1,891             1,692
Provision for income taxes                                604               542
                                               --------------    --------------

Net income                                     $        1,287    $        1,150
                                               ==============    ==============

Income per basic share                         $        0.76     $        0.65
                                               ==============    ==============

Weighted average basic shares outstanding               1,703             1,765

Income per diluted share                       $        0.70     $        0.61
                                               ==============    ==============

Weighted average diluted shares outstanding             1,843             1,871

The accompanying notes are an integral part of these statements.


                                       3
<PAGE>

                       ATRION CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

                                                   March 31,       December 31,
                                                      2004             2003
Assets                                            (unaudited)
------                                           -------------    --------------
Current assets:
   Cash and cash equivalents                      $     218         $     298
   Accounts receivable                                8,462             6,226
   Inventories                                       11,612            11,314
   Prepaid expenses                                   1,065             1,894
   Other                                                760               760
                                                  ---------         ---------
                                                     22,117            20,492
                                                  ---------         ---------

Property, plant and equipment                        46,148            45,767
Less accumulated depreciation and amortization       22,467            21,578
                                                  ---------         ---------
                                                     23,681            24,189
                                                  ---------         ---------

Other assets and deferred charges:
   Patents                                            1,899             2,099
   Goodwill                                           9,730             9,730
   Other                                              3,490             3,540
                                                  ---------         ---------
                                                     15,119            15,369
                                                  ---------         ---------

                                                  $  60,917         $  60,050
                                                  =========         =========


Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
   Accounts payable and accrued liabilities       $   5,360         $   6,038
   Accrued income and other taxes                       836               651
                                                  ---------         ---------
                                                      6,196             6,689
                                                  ---------         ---------

Line of credit                                        4,456             4,287

Other non-current liabilities                         4,420             4,470

Stockholders' equity:
   Common shares, par value $0.10 per share;
      authorized 10,000 shares, issued 3,420
      shares                                            342               342
   Paid-in capital                                    9,765             9,673
   Retained earnings                                 69,983            68,900
   Treasury shares,1,712 at March 31, 2004
   and 1,720 at December 31, 2003, at cost         (34,245)          (34,311)
                                                  ---------         ---------
       Total stockholders' equity                    45,845            44,604
                                                  ---------         ---------


                                                  $  60,917         $  60,050
                                                  =========         =========


The accompanying notes are an integral part of these statements.


                                       4
<PAGE>


                       ATRION CORPORATION AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                   (Unaudited)


                                                          Three Months Ended
                                                              March 31,
                                                      --------------------------
                                                         2004          2003
                                                      ------------- ------------
                                                            (In thousands)
Cash flows from operating activities:
  Net income                                          $      1,287  $     1,150
  Adjustments to reconcile net income to
net cash provided by operating activities:
     Depreciation and amortization                           1,391        1,101
     Deferred income taxes                                     (70)          17
     Tax benefit related to stock plans                         24          114
     Other                                                       1            3
                                                      ------------- ------------
                                                             2,633        2,385

  Changes in operating assets and liabilities:
      Accounts receivable                                   (2,236)      (1,344)
      Inventories                                             (297)        (769)
      Prepaid expenses                                         829          669
      Other non-current assets                                  50           33
      Accounts payable and current liabilities                (678)         313
      Accrued income and other taxes                           185          188
      Other non-current liabilities                             20           84
                                                      ------------- ------------
  Net cash provided by continuing operations                   506        1,559

Cash flows from investing activities:
 Property, plant and equipment additions                      (684)      (1,053)
 Property, plant and equipment sales                             -            1
                                                      ------------- ------------
                                                              (684)      (1,052)
                                                      ------------- ------------

Cash flows from financing activities:
 Net change in line of credit                                  169       (2,093)
 Issuance of common stock                                      134        1,979
 Dividends                                                    (205)           -
                                                      ------------- ------------
                                                                98         (114)
                                                      ------------- ------------

Net change in cash and cash equivalents                        (80)         393
Cash and cash equivalents at beginning of period               298          353
                                                      ------------- ------------
Cash and cash equivalents at end of period            $        218  $       746
                                                      ============= ============



Cash paid for:
 Interest                                             $         28  $        65
 Income taxes                                         $          -  $        28

The accompanying notes are an integral part of these statements.


                                       5
<PAGE>

                       ATRION CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

(1)  Basis of Presentation
     In  the  opinion  of  management,  all  adjustments  necessary  for a  fair
     presentation  of results of operations for the periods  presented have been
     included in the accompanying unaudited consolidated financial statements of
     Atrion  Corporation  (the "Company").  Such  adjustments  consist of normal
     recurring items. The accompanying  financial  statements have been prepared
     in  accordance  with  the   instructions  to  Form  10-Q  and  include  the
     information  and notes  required  by such  instructions.  Accordingly,  the
     consolidated  financial  statements  and  notes  thereto  should be read in
     conjunction  with  the  financial  statements  and  notes  included  in the
     Company's 2003 Annual Report on Form 10-K.


(2)  Inventories
     Inventories  are stated at the lower of cost or market.  Cost is determined
     by using the first-in,  first-out  method.  The following table details the
     major components of inventories (in thousands):

                                        March 31,            December 31,
                                          2004                   2003
   --------------------------------------------------------------------------
   Raw materials                     $        5,882       $        5,641
   Finished goods                             3,987                4,044
   Work in process                            1,743                1,626
   --------------------------------------------------------------------------
   Total inventories                 $       11,612       $       11,314
   --------------------------------------------------------------------------

(3)  Income per share
     The  following is the  computation  for basic and diluted  income per share
     from continuing operations:

                                                 Three months ended March 31,
                                                      2004             2003
                                               ----------------- ---------------
                                                        (in thousands,
                                                  except per share amounts)
Net Income
                                                $        1,287    $      1,150
                                               ================= ===============

 Weighted average basic shares outstanding
                                                         1,703           1,765
 Add:  Effect of dilutive securities (options)
                                                           140             106
                                               ----------------- ---------------
 Weighted average diluted shares outstanding
                                                         1,843           1,871
                                               ================= ===============

Income per share:

   Basic                                        $        0.76     $       0.65
                                               ================= ===============

  Diluted                                       $        0.70     $       0.61
                                               ================= ===============

     Outstanding  options that were not included in the diluted income per share
     calculation because their effect would be anti-dilutive  totaled 52,000 and
     61,500 for the three month periods ended March 31, 2004 and March 31, 2003,
     respectively.

                                       6
<PAGE>

                       ATRION CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

(4)  Stock-Based Compensation

     At March 31, 2004, the Company had three stock-based employee  compensation
     plans.  The Company  accounts  for those plans  under the  recognition  and
     measurement  provisions  of  Accounting  Principles  Board  Opinion No. 25,
     "Accounting for Stock Issued to Employees," and related interpretations. No
     stock-based  employee  compensation cost is reflected in net income, as all
     options granted under those plans had an exercise price equal to the market
     value of the  underlying  common stock on the date of grant.  The following
     table  illustrates  the  effect on net  income  and income per share if the
     Company had applied the fair value recognition  provisions of FASB SFAS No.
     123,  "Accounting for Stock-Based  Compensation,"  to stock-based  employee
     compensation:

                                                  Three Months ended March 31,
                                                 -------------------------------
                                                     2004              2003
                                                 -------------     -------------
                                                 (in thousands, except per share
                                                             amounts)
Net income, as reported                          $     1,287       $     1,150
Deduct: Total stock-based employee
    compensation expense determined
    under fair value-based methods
    for all awards, net of tax effects                   146               106
                                                 -------------     -------------
Pro forma net income                             $     1,141       $     1,044
                                                 =============     =============
Income per share:
    Basic - as reported                          $      0.76       $      0.65
                                                 =============     =============
    Basic - pro forma                            $      0.67       $      0.59
                                                 =============     =============

    Diluted - as reported                        $      0.70       $      0.61
                                                 =============     =============
    Diluted - pro forma                          $      0.62       $      0.56
                                                 =============     =============

(5)  Pension Benefits
     The  components  of net periodic  pension cost are as follows for the three
     months ended March 31, 2004 and March 31, 2003 (in thousands):

                                                       Three Months ended
                                                           March 31,
                                                 -------------------------------
                                                     2004              2003
                                                 -------------     -------------
Service cost                                     $       60        $       53
Interest cost                                            78                74
Expected return on assets                              (106)              (87)
Prior service cost amortization                          (9)               (9)
Actuarial loss                                           26                32
Transition amount amortization                          (11)              (11)
                                                 -------------     -------------

Net periodic pension cost                        $       38        $       52
                                                 =============     =============


                                       7
<PAGE>

                       ATRION CORPORATION AND SUBSIDIARIES

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

     Overview

     The Company designs, develops, manufactures, markets, sells and distributes
     products  and  components,  primarily  for  the  medical  and  health  care
     industry.  The Company markets components to other equipment  manufacturers
     for   incorporation  in  their  products  and  sells  finished  devices  to
     physicians,  hospitals,  clinics and other treatment centers. The Company's
     products and services primarily range from ophthalmology and cardiovascular
     products to fluid  delivery  devices,  contract  manufacturing  and kitting
     services. The Company's products are used in a wide variety of applications
     by numerous  customers.  The Company  encounters  competition in all of its
     markets and  competes  primarily  on the basis of product  quality,  price,
     engineering, customer service and delivery time. For the three months ended
     March 31, 2004, the Company reported  revenues of $16.8 million,  operating
     income of $1.9  million and net income of $1.3  million,  up 7 percent,  10
     percent and 12 percent, respectively, from the three months ended March 31,
     2003.

     Results for the three months ended March 31, 2004
     Consolidated net income totaled $1.3 million,  or $0.76 per basic and $0.70
     per diluted  share,  in the first  quarter of 2004.  This is compared  with
     consolidated  net income of $1.2 million,  or $0.65 per basic and $0.61 per
     diluted  share,  in the first  quarter of 2003.  The income per basic share
     computations  are based on weighted  average  basic shares  outstanding  of
     1,703,153 in the 2004 period and  1,764,977 in the 2003 period.  The income
     per diluted share computations are based on weighted average diluted shares
     outstanding  of  1,843,310  in the 2004  period and  1,870,673  in the 2003
     period.

     Consolidated  revenues of $16.8  million for the first quarter of 2004 were
     higher than revenues of $15.7 million for the first quarter of 2003. This 7
     percent  increase in revenues for the first  quarter of 2004 over the first
     quarter of 2003 is  primarily  attributable  to an  approximate  20 percent
     increase in each of the revenues of the Company's fluid delivery  products,
     cardiovascular  products and other products.  These increases are generally
     attributable to higher sales volumes. These increases were partially offset
     by an  approximate  20 percent  decrease in the  revenues of the  Company's
     ophthalmic products following the fulfillment of a customer's  requirements
     in late 2003.  Cost of goods sold of $10.8 million for the first quarter of
     2004 was 7 percent higher than in the comparable 2003 period.  The increase
     in cost of goods sold is primarily attributable to increased revenues.

     Gross profit of $6.0 million in the first quarter of 2004 was $359,000,  or
     6 percent,  higher than in the comparable 2003 period.  The Company's gross
     profit percentage in the first quarter of 2004 was 35.5 percent of revenues
     compared with 35.6 percent of revenues in the first quarter of 2003.

     The Company's  first quarter 2004  operating  expenses of $4.1 million were
     $182,000 higher than the operating  expenses for the first quarter of 2003,
     resulting  from a $146,000  increase  in general and  administrative  (G&A)

                                       8
<PAGE>

     expenses,  a $20,000 increase in selling expenses and a $16,000 increase in
     research and development  (R&D) expenses.  The increase in G&A expenses for
     the first  quarter of 2004 is  primarily  attributable  to a  write-off  of
     $124,000 for the impairment of a patent related to a discontinued  product.
     Operating  income in the first quarter of 2004  increased  $177,000,  or 10
     percent,  to $1.9 million  from $1.7 million in the first  quarter of 2003.
     Operating  income  margin was 11.3 percent of revenues in the first quarter
     of 2004  compared to 11.0 percent of revenues in the first quarter of 2003.
     The  improvement  in  operating  income is  primarily  attributable  to the
     previously  mentioned  gross  profit  improvement  partially  offset by the
     increase in G&A expenses.

     Interest  expense  for the first  quarter of 2004 was  $27,000  compared to
     interest  expense of $60,000  for the same  period in the prior  year.  The
     decrease in the 2004 period from the 2003 period is primarily  attributable
     to the Company's lower average  borrowing level in the current-year  period
     combined  with a slight  decrease in interest  rates in 2004 as compared to
     2003.

     Income tax expense for the first  quarter of 2004 was $604,000  compared to
     income tax expense of $542,000  for the same period in the prior year.  The
     effective tax rate for the first quarter of 2004 was 31.9 percent  compared
     with 32.6 percent for the first quarter of 2003.

     Liquidity and Capital Resources
     At March 31, 2004,  the Company had cash and cash  equivalents  of $218,000
     compared  with $298,000 at December 31, 2003.  The Company had  outstanding
     borrowings of $4.5 million under its $25 million  revolving credit facility
     ("Credit  Facility")  at March 31, 2004 and $4.3  million at  December  31,
     2003. The increase in the outstanding  balance under the Credit Facility in
     the first three months of 2004 is primarily  attributable  to borrowings to
     fund planned  capital  expenditures.  The Credit  Facility,  which  expires
     November  12,  2006,  and  may be  extended  under  certain  circumstances,
     contains various restrictive covenants, none of which is expected to impact
     the  Company's  liquidity  or capital  resources.  At March 31,  2004,  the
     Company was in compliance with all financial covenants.

     As of March 31,  2004,  the Company had working  capital of $15.9  million,
     including $218,000 in cash and cash equivalents.  The $2.1 million increase
     in working  capital  during the first  three  months of 2004 was  primarily
     related to an  increase in accounts  receivable.  The  increase in accounts
     receivable during the first three months of 2004 is directly related to the
     increase  in  revenues  for the first  quarter of 2004 as  compared  to the
     fourth quarter of 2003.  Cash flows from  continuing  operations  generated
     $506,000  for the three  months  ended  March 31,  2004 as compared to $1.6
     million for the three months ended March 31, 2003. The previously mentioned
     increase in accounts receivable was the primary contributor to this change.
     During the first three months of 2004,  the Company  expended  $684,000 for
     the addition of property and equipment.  The Company  received net proceeds
     of $134,000 from the exercise of employee  stock  options  during the first
     three  months of 2004.  During the first  quarter of 2004 the Company  paid
     dividends totaling $205,000 to its stockholders.

     The Company  believes  that its existing  cash and cash  equivalents,  cash
     flows from  operations,  borrowings  available  under the Company's  credit
     facility,  supplemented, if necessary, with equity or debt financing, which

                                       9
<PAGE>

     the Company  believes  would be  available,  will be sufficient to fund the
     Company's cash requirements for the foreseeable future.

     Forward-Looking Statements
     The  statements  in this  Management's  Discussion  and  Analysis  that are
     forward-looking are based upon current expectations, and actual results may
     differ  materially.   Therefore,  the  inclusion  of  such  forward-looking
     information  should not be regarded as a representation by the Company that
     the objectives or plans of the Company would be achieved.  Such  statements
     include,  but are not  limited  to, the  Company's  expectations  regarding
     future  liquidity  and  capital  resources.  Words  such as  "anticipates,"
     "believes," "expects," "estimated" and variations of such words and similar
     expressions are intended to identify such forward-looking statements. These
     statements involve risks and  uncertainties.  The following are some of the
     factors that could cause  actual  results to differ  materially  from those
     expressed  in  or  underlying  the  Company's  forward-looking  statements:
     changing economic, market and business conditions; market acceptance of the
     Company's products; the effects of governmental regulation;  acts of war or
     terrorism;   competition  and  new  technologies;   slower-than-anticipated
     introduction  of new products or  implementation  of marketing  strategies;
     changes in the prices or availability of raw materials;  changes in product
     mix; product  liability claims and product recalls;  the ability to attract
     and retain qualified personnel and the loss of any significant customer. In
     addition, assumptions relating to budgeting, marketing, product development
     and other  management  decisions  are  subjective in many respects and thus
     susceptible  to  interpretations  and  periodic  review which may cause the
     Company to alter its  marketing,  capital  expenditures  or other  budgets,
     which in turn may affect the Company's  results of operations and financial
     condition.

Item 3.. Quantitative and Qualitative Disclosures About Market Risk

     For the quarter ended March 31, 2004,  The Company did not  experience  any
     material  changes in market risk exposures that affect the quantitative and
     qualitative  disclosures  presented in the Company's  2003 Annual Report on
     Form 10K.

Item 4. Controls and Procedures

     With the participation of management, the Company's Chief Executive Officer
     and  its  Chief  Financial  Officer  evaluated  the  effectiveness  of  the
     Company's  disclosure  controls and procedures as of March 31, 2004.  Based
     upon this  evaluation,  the Chief  Executive  Officer  and Chief  Financial
     Officer concluded that the Company's disclosure controls and procedures are
     effective in timely alerting them to material  information  relating to the
     Company (including its consolidated  subsidiaries) required to be disclosed
     by the Company in the reports  that the Company  files with the  Securities
     and Exchange Commission.

     There has been no change in the Company's  internal controls over financial
     reporting  during  the  Company's  most  recent  fiscal  quarter  that  has
     materially  affected,  or is reasonably  likely to materially  affect,  the
     Company's internal control over financial reporting.



                                       10
<PAGE>

                                     PART II

                                OTHER INFORMATION



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          31.1 Sarbanes-Oxley  Act Section 302  Certification of Chief Executive
               Officer

          31.2 Sarbanes-Oxley  Act Section 302  Certification of Chief Financial
               Officer

          32.1 Certification  Pursuant  To 18 U.S.C.  Section  1350,  As Adopted
               Pursuant To Section 906 of The Sarbanes - Oxley Act Of 2002

          32.2 Certification  Pursuant  To 18 U.S.C.  Section  1350,  As Adopted
               Pursuant To Section 906 of The Sarbanes - Oxley Act Of 2002

     (b)  Reports on Form 8-K

          On February 12, 2004, the Company filed a report on Form 8-K with the
          SEC regarding the public dissemination of a press release announcing
          its financial results for the fourth quarter and year ended December
          31, 2003 (Item 12).


                                       11
<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 by the
undersigned thereunto duly authorized.




                               Atrion Corporation
                               ------------------
                                  (Registrant)


Date:  May 13, 2004                                      /s/ Emile A. Battat
                                                         -----------------------
                                                         Emile A. Battat
                                                         Chairman, President and
                                                         Chief Executive Officer



Date:  May 13, 2004                                      /s/ Jeffery Strickland
                                                         -----------------------
                                                         Jeffery Strickland
                                                         Vice President and
                                                         Chief Financial Officer



                                       12