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 JUNE 30, 2005           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     \/       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                              AUGUST 2, 2005
-----------------------------------------   ----------------------------------
COMMON STOCK, PAR VALUE $0.10 PER SHARE                  1,825,407



<PAGE>


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


<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                -----------------
<S>                                                                                <C>
PART I.       FINANCIAL INFORMATION                                                  2

       ITEM 1.     Financial Statements

                        Consolidated Statements of Income (Unaudited)
                            For the Three and Six Months Ended
                            June 30, 2005 and 2004                                   3


                        Consolidated Balance Sheets
                            June 30, 2005 (Unaudited) and December 31, 2004          4


                        Consolidated Statements of Cash Flows (Unaudited)
                            For the Six Months Ended
                            June 30, 2005 and 2004                                   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                                                     13

       ITEM 4.     Submission of Matters to a Vote of Security Holders              13

       ITEM 6.     Exhibits and Reports on
                     Form 8-K                                                       13

SIGNATURES                                                                          14
</TABLE>

                                       1

<PAGE>








                                     PART I


                              FINANCIAL INFORMATION





                                       2
<PAGE>



ITEM 1. FINANCIAL STATEMENTS



<TABLE>
<CAPTION>
                       ATRION CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
                                                                  THREE MONTHS ENDED                SIX MONTHS ENDED
                                                                      JUNE 30,                          JUNE 30,
                                                               -------------------------         -------------------------
                                                                 2005             2004             2005             2004
                                                                            (in thousands, except per share amounts)
<S>                                                            <C>              <C>              <C>              <C>
Revenues                                                       $ 18,102         $ 16,417         $ 36,747         $ 33,206
Cost of goods sold                                               10,896           10,351           21,920           21,185
                                                               --------         --------         --------         --------
Gross profit                                                      7,206            6,066           14,827           12,021
                                                               --------         --------         --------         --------
Operating expenses:
   Selling                                                        1,448            1,404            2,853            2,833
   General and administrative                                     2,002            2,019            4,220            4,100
   Research and development                                         625              579            1,205            1,123
                                                               --------         --------         --------         --------
                                                                  4,075            4,002            8,278            8,056
                                                               --------         --------         --------         --------
Operating income                                                  3,131            2,064            6,549            3,965
                                                               --------         --------         --------         --------
Other income:
   Interest income                                                    9               11               25               22
   Interest expense                                                 (21)             (16)             (42)             (43)
   Other income (expense), net                                     --                 39                8               45
                                                               --------         --------         --------         --------
                                                                    (12)              34               (9)              24
                                                               --------         --------         --------         --------
Income from continuing operations before provision for
    income taxes                                                  3,119            2,098            6,540            3,989

Provision for income taxes                                       (1,012)            (655)          (2,138)          (1,259)
                                                               --------         --------         --------         --------
Income from continuing operations                                 2,107            1,443            4,402            2,730
Gain on disposal of discontinued operations, net of income
    taxes                                                           165              165              165              165
                                                               --------         --------         --------         --------
Net income                                                     $  2,272         $  1,608         $  4,567         $  2,895
                                                               ========         ========         ========         ========
Income per basic share:
   Income from continuing operations                           $   1.18         $   0.84         $   2.51         $   1.60
   Gain on disposal of discontinued operations                     0.09             0.10             0.09             0.10
                                                               --------         --------         --------         --------
                                                               $   1.27         $   0.94         $   2.60         $   1.70
                                                               ========         ========         ========         ========

Weighted average basic shares outstanding                         1,789            1,710            1,756            1,706
                                                               ========         ========         ========         ========
Income per diluted share:
   Income from continuing operations                           $   1.09         $   0.78         $   2.32         $   1.48
   Gain on disposal of discontinued operations                     0.09             0.09             0.09             0.09
                                                               --------         --------         --------         --------
                                                               $   1.18         $    0.8         $   2.41         $   1.57
                                                               ========         ========         ========         ========
Weighted average diluted shares outstanding                       1,925            1,848            1,895            1,846
                                                               ========         ========         ========         ========


</TABLE>

The accompanying notes are an integral part of these statements.



                                       3

<PAGE>



                       ATRION CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                              JUNE 30,
                                                                2005           DECEMBER 31,
ASSETS                                                      (UNAUDITED)           2004
------                                                       ----------        -----------
Current assets:
<S>                                                        <C>               <C>
   Cash and cash equivalents                                  $    365         $    255
   Accounts receivable                                           8,122            7,588
   Inventories                                                  17,455           14,013
   Deposit on land purchase                                      3,750
   Prepaid expenses                                              1,344            1,028
   Other                                                         1,039            1,039
                                                              --------         --------
                                                                28,325           27,673
                                                              --------         --------
Property, plant and equipment                                   57,802           50,402
Less accumulated depreciation and amortization                  26,995           25,071
                                                              --------         --------
                                                                30,807           25,331
                                                              --------         --------
Other assets and deferred charges:
   Patents                                                       1,594            1,714
   Goodwill                                                      9,730            9,730
   Other                                                         3,722            2,960
                                                              --------         --------
                                                                15,046           14,404
                                                              --------         --------
                                                              $ 74,178         $ 67,408
                                                              ========         ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
   Accounts payable and accrued liabilities                   $  7,149         $  7,146
   Accrued income and other taxes                                  406            1,321
                                                              --------         --------
                                                                 7,555            8,467
                                                              --------         --------
Line of credit                                                   3,293            2,936

Other non-current liabilities                                    5,667            5,402

Stockholders' equity:
   Common shares, par value $0.10 per share; authorized
      10,000 shares, issued 3,420 shares                           342              342
   Paid-in capital                                              12,181           10,013
   Retained earnings                                            78,550           74,479
   Treasury shares,1,600 at June 30, 2005 and 1,712
   at December 31, 2004, at cost                               (33,410)         (34,231)
                                                              --------         --------
       Total stockholders' equity                               57,663           50,603
                                                              --------         --------
                                                              $ 74,178         $ 67,408
                                                              ========         ========
</TABLE>


The accompanying notes are an integral part of these statements.


                                       4

<PAGE>



                       ATRION CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              SIX MONTHS ENDED
                                                                 JUNE 30,
                                                          ---------------------
                                                            2005         2004
                                                          -------      --------

Cash flows from operating activities:
<S>                                                       <C>          <C>
   Net income                                             $ 4,567      $ 2,895
   Adjustments to reconcile net income to
      net cash provided by operating activities:
        Gain on disposal of discontinued operations          (165)        (165)
        Depreciation and amortization                       2,149        2,509
        Deferred income taxes                                 273         (134)
        Tax benefit related to stock plans                  1,051           36
        Other                                                  11            1
                                                          -------      -------
                                                            7,886        5,142
    Change in operating assets and liabilities:
        Accounts receivable                                  (534)      (1,481)
        Inventories                                        (3,442)      (1,469)
        Prepaid expenses                                     (316)         661
        Other non-current assets                             (762)         314
        Accounts payable and current liabilities                3          969
        Accrued income and other taxes                       (914)         789
        Other non-current liabilities                          (9)          37
                                                          -------      -------
    Net cash provided by continuing operations              1,912        4,962
    Net cash provided by discontinued operations              165          165
                                                          -------      -------
                                                            2,077        5,127
                                                          -------      -------
Cash flows from investing activities:
  Property, plant and equipment additions                  (7,522)      (2,058)
  Deposit on land purchase                                  3,750
  Property, plant and equipment sales                           6         --
                                                          -------      -------
                                                           (3,766)      (2,058)
                                                          -------      -------
Cash flows from financing activities:
  Net change in line of credit                                357       (2,586)
  Issuance of common stock                                  1,938          321
  Dividends                                                  (496)        (411)
                                                          -------      -------
                                                            1,799       (2,676)
                                                          -------      -------
Net change in cash and cash equivalents                       110          393
Cash and cash equivalents at beginning of period              255          298
                                                          -------      -------
Cash and cash equivalents at end of period                $   365      $   691
                                                          =======      =======

Cash paid for:
  Interest                                                $    43      $    50
  Income taxes                                            $ 1,754      $     0
</TABLE>


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  2004 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):

                                               JUNE 30,          DECEMBER 31,
                                                 2005                2004
-------------------------------------------------------------------------------
Raw materials                             $        6,866      $        5,665
Finished goods                                     5,996               4,595
Work in process                                    4,593               3,753
-------------------------------------------------------------------------------
Total inventories                         $       17,455      $       14,013
-------------------------------------------------------------------------------

(3)      INCOME PER SHARE

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


<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED JUNE 30,          SIX MONTHS ENDED
                                                               JUNE 30,                          JUNE 30,
                                                         2005            2004              2005            2004
                                                      ----------    -----------        -----------     ----------
                                                              (in thousands, except per share amounts)
<S>                                                   <C>           <C>                <C>             <C>
Income from continuing operations                     $    2,107    $     1,443        $     4,402     $    2,730
                                                      ==========    ===========        ===========     ==========
         Weighted average basic shares outstanding
                                                           1,789          1,710              1,756          1,706
         Add:  Effect of dilutive securities
            (options)                                        136            138                139            140
                                                      ----------    -----------        -----------     ----------
         Weighted average diluted shares
            outstanding                                    1,925          1,848              1,895          1,846
                                                      ==========    ===========        ===========     ==========
        EARNINGS PER SHARE FROM CONTINUING
            OPERATIONS:
           Basic                                      $     1.18    $      0.84        $      2.51     $     1.60
                                                      ==========    ===========        ===========     ==========
          Diluted                                     $     1.09    $      0.78        $      2.32     $     1.48
                                                      ==========    ===========        ===========     ==========
</TABLE>

        There were no  outstanding  options to purchase  shares of common  stock
        that were not  included  in the  diluted  income  per share  calculation
        because  their effect would be  anti-dilutive  for the  three-month  and
        six-month  periods  ended June 30, 2005.  There were options to purchase
        52,000  shares of common  stock that were not  included  in the  diluted
        income per share calculation because their effect would be anti-dilutive
        for the three-month and six-month periods ended June 30, 2004.


                                       6
<PAGE>

                       ATRION CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

 (4)     STOCK-BASED COMPENSATION
         At June 30, 2005, the Company had two 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:


<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED                   SIX MONTHS ENDED
                                                                   JUNE 30,                            JUNE 30,
                                                        -------------------------------      -----------------------------
                                                             2005              2004             2005               2004
                                                        ------------       ------------      ----------        -----------
                                                                     (in thousands, except per share amounts)

<S>                                                     <C>                <C>              <C>                <C>
         Net income, as reported                        $     2,272        $     1,608      $     4,567        $     2,895
         Deduct: Total stock-based employee
             compensation expense determined under
             fair value-based methods for all awards,
             net of tax effects                                  10                343              111                486
                                                        ------------       -----------      -----------        -----------
         Pro forma net income                           $     2,262        $     1,265      $     4,456        $     2,409
                                                        ============       ===========      ===========        ===========
         Income per share:
             Basic - as reported                        $      1.27        $      0.94      $      2.60        $      1.70
                                                        ============       ===========      ===========        ===========
             Basic - pro forma                          $      1.26        $      0.74      $      2.54        $      1.41
                                                        ============       ===========      ===========        ===========
             Diluted - as reported                      $      1.18        $      0.87      $      2.41        $      1.57
                                                        ============       ===========      ===========        ===========
             Diluted - pro forma                        $      1.18        $      0.68      $      2.35        $      1.30
                                                        ============       ===========      ===========        ===========
</TABLE>

 (5)     PENSION BENEFITS
         The  components  of net  periodic  pension  cost are as follows for the
         three  and six  months  ended  June 30,  2005  and  June  30,  2004 (in
         thousands):


<TABLE>
<CAPTION>

                                                             THREE MONTHS ENDED                    SIX MONTHS ENDED
                                                                  JUNE 30,                             JUNE 30,
                                                        ------------------------------       ----------------------------
                                                            2005              2004              2005              2004
                                                        ----------         -----------       ----------        ----------
<S>                                                     <C>                <C>              <C>                <C>
         Service cost                                   $       67         $       60        $     134         $      120
         Interest cost                                          80                 78              160                156
         Expected return on assets                            (114)              (106)            (228)              (212)
         Prior service cost amortization                        (9)                (9)             (18)               (18)
         Actuarial loss                                         27                 26               54                 52
         Transition amount amortization                        (11)               (11)             (22)               (22)
                                                        ----------         -----------       ----------        ----------
         Net periodic pension cost                      $       40         $       38        $       80        $      76
                                                        ==========         ===========       ==========        ==========
</TABLE>


                                       7
<PAGE>


                       ATRION CORPORATION AND SUBSIDIARIES
                                                          8
ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS

         OVERVIEW

         The Company  designs,  develops,  manufactures,  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 medical products  primarily range from  ophthalmology and
         cardiovascular  products to fluid delivery devices. The Company's other
         medical  and  non-medical   products   include   obstetrics   products,
         instrumentation   and   disposables   used   in   dialysis,    contract
         manufacturing  and  valves  and  inflation  devices  used in marine and
         aviation safety products.
         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 June 30, 2005, the Company reported revenues
         of $18.1  million,  operating  income of $3.1 million and net income of
         $2.3 million, up 10 percent,  52 percent and 41 percent,  respectively,
         from the three  months  ended June 30,  2004.  For the six months ended
         June  30,  2005,  the  Company  reported  revenues  of  $36.7  million,
         operating income of $6.5 million and net income of $4.6 million,  up 11
         percent, 65 percent and 58 percent,  respectively,  from the six months
         ended June 30, 2004.

         RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2005

         Consolidated net income,  including  discontinued  operations,  totaled
         $2.3 million,  or $1.27 per basic and $1.18 per diluted  share,  in the
         second quarter of 2005. This is compared with  consolidated net income,
         including discontinued operations,  of $1.6 million, or $0.94 per basic
         and $0.87 per diluted share,  in the second quarter of 2004. The income
         per basic share computations are based on weighted average basic shares
         outstanding  of 1,789,220 in the 2005 period and  1,709,775 in the 2004
         period. The income per diluted share computations are based on weighted
         average diluted shares  outstanding of 1,925,320 in the 2005 period and
         1,847,565 in the 2004 period.

         Consolidated  revenues of $18.1 million for the second  quarter of 2005
         were 10 percent  higher than  revenues of $16.4  million for the second
         quarter of 2004. This increase in revenues is primarily attributable to
         an approximate 13 percent  increase,  12 percent  increase,  11 percent
         increase  and 4 percent  increase in the  revenues  from the  Company's
         fluid delivery products,  cardiovascular  products,  other products and
         ophthalmic  products,   respectively.  These  increases  are  generally
         attributable to higher sales volumes.

         Cost of goods sold of $10.9 million for the second  quarter of 2005 was
         5 percent higher than in the comparable 2004 period. An improved mix of
         product sales toward  products with lower costs coupled with  favorable
         manufacturing   efficiencies   brought  on  by  increased  volumes  and
         continued  manufacturing cost improvement projects held the increase in
         cost of goods sold to 5 percent.

                                       8
<PAGE>

         Gross  profit of $7.2  million in the  second  quarter of 2005 was $1.1
         million, or 19 percent,  higher than in the comparable 2004 period. The
         Company's  gross profit  percentage  in the second  quarter of 2005 was
         39.8 percent of revenues  compared with 36.9 percent of revenues in the
         second quarter of 2004. The increase in gross profit  percentage in the
         2005  period  compared  to the 2004  period is  primarily  related to a
         favorable  change  in the  mix of  products  sold  and  the  previously
         mentioned manufacturing efficiencies and cost improvement projects.

         The Company's  second quarter 2005  operating  expenses of $4.1 million
         were $73,000 higher than the operating  expenses for the second quarter
         of 2004,  resulting from a $47,000 increase in research and development
         (R&D)  expenses,  a $44,000  increase in selling  expenses  offset by a
         $17,000  decrease in general and  administrative  (G&A)  expenses.  The
         increase in R&D  expenses  for the second  quarter of 2005 is primarily
         related to outside  services.  The increase in selling expenses for the
         second quarter of 2005 is primarily  related to increases in travel and
         entertainment  expenses and  increases in outside  services.  Operating
         income in the second  quarter of 2005  increased  $1.1  million,  or 52
         percent, to $3.1 million. Operating income was 17.3 percent of revenues
         in the second  quarter of 2005  compared to 12.6 percent of revenues in
         the second  quarter of 2004.  The  improvement  in operating  income is
         primarily   attributable  to  the  previously  mentioned  gross  profit
         improvement partially offset by the increase in operating expenses.

         Interest expense for the second quarter of 2005 was $21,000 compared to
         interest  expense of $16,000 for the same period in the prior year. The
         increase  in  the  2005  period  from  the  2004  period  is  primarily
         attributable  to the Company's  higher average  borrowing  level in the
         current-year period.

         Income  tax  expense  for the second  quarter of 2005 was $1.0  million
         compared to income tax  expense of $655,000  for the same period in the
         prior year.  The effective tax rate for the second  quarter of 2005 was
         32.4 percent compared with 31.2 percent for the second quarter of 2004.

         The Company recorded a gain on the disposal of discontinued  operations
         relating  to the 1997 sale of its natural  gas  operations  of $165,000
         after  tax,  or $0.09 per basic and $0.09 per  diluted  share,  for the
         second  quarter of 2005 and $165,000  after tax, or $0.10 per basic and
         $0.09 per diluted share, for the second quarter of 2004, resulting from
         the receipt of contingent deferred payments in each year.


         RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2005

         Consolidated net income,  including  discontinued  operations,  totaled
         $4.6 million,  or $2.60 per basic and $2.41 per diluted  share,  in the
         first six  months  of 2005.  This is  compared  with  consolidated  net
         income,  including discontinued  operations,  of $2.9 million, or $1.70
         per basic and $1.57 per diluted share, in the first six months of 2004.
         The income per basic share  computations  are based on weighted average
         basic shares  outstanding of 1,756,392 in the 2005 period and 1,706,464
         in the 2004 period. The income per diluted share computations are based
         on weighted average diluted shares outstanding of 1,895,008 in the 2005
         period and 1,846,309 in the 2004 period.

                                       9
<PAGE>

         Consolidated revenues of $36.7 million for the first six months of 2005
         were 11 percent higher than revenues of $33.2 million for the first six
         months of 2004. This increase in revenues is primarily  attributable to
         an approximate 18 percent increase,  15 percent increase and 11 percent
         increase in the revenues from the Company's  fluid  delivery  products,
         cardiovascular  products  and  other  products,   respectively.   These
         increases are generally  attributable  to higher sales  volumes.  These
         increases were partially offset by an approximate 3 percent decrease in
         the revenues from the Company's ophthalmic products.

         Cost of goods  sold of $21.9  million  for the first six months of 2005
         was 3 percent  higher than in the comparable  2004 period.  An improved
         mix of product  sales  toward  products  with lower costs  coupled with
         favorable  manufacturing  efficiencies  brought on by increased volumes
         and continued manufacturing cost improvement projects held the increase
         in cost of goods sold to 3 percent.

         Gross profit of $14.8  million in the first six months of 2005 was $2.8
         million, or 23 percent,  higher than in the comparable 2004 period. The
         Company's  gross profit  percentage in the first six months of 2005 was
         40.3 percent of revenues  compared with 36.2 percent of revenues in the
         first six months of 2004.  This increase in gross profit  percentage is
         primarily  related to the favorable  change in the mix of products sold
         and  the  favorable  impact  of  manufacturing  efficiencies  and  cost
         improvement projects.

         The  Company's  operating  expenses  of $8.3  million for the first six
         months of 2005 were $222,000 higher than the operating expenses for the
         first six months of 2004. This resulted from a $120,000 increase in G&A
         expenses,  a  $20,000  increase  in  selling  expenses  and an  $82,000
         increase in R&D  expenses.  The  increase in G&A expenses for the first
         six months of 2005 is primarily  attributable to incentive compensation
         costs. The increase in R&D expenses for the first six months of 2005 is
         primarily  related to outside  services.  Operating income in the first
         six months of 2005  increased  $2.6  million,  or 65  percent,  to $6.5
         million. Operating income was 17.8 percent of revenues in the first six
         months of 2005  compared  to 11.9  percent of revenues in the first six
         months of 2004.  The  improvement  in  operating  income  is  primarily
         attributable  to the  previously  mentioned  gross  profit  improvement
         partially offset by the increase in operating expenses.

         Income tax  expense  for the first six months of 2005 was $2.1  million
         compared to income tax  expense of $1.3  million for the same period in
         the prior year. The effective tax rate for the first six months of 2005
         was 32.7 percent compared with 31.5 percent for the first six months of
         2004.

         The Company recorded a gain on the disposal of discontinued  operations
         relating  to the 1997 sale of its natural  gas  operations  of $165,000
         after  tax,  or $0.09 per basic and $0.09 per  diluted  share,  for the
         first six months of 2005 and $165,000 after tax, or $0.10 per basic and
         $0.09 per diluted  share,  for the first six months of 2004,  resulting
         from the receipt of contingent deferred payments in each year.

         LIQUIDITY AND CAPITAL RESOURCES
         At June 30, 2005, the Company had cash and cash equivalents of $365,000
         compared  with   $255,000  at  December  31,  2004.   The  Company  had
         outstanding  borrowings of $3.3 million under its $25 million revolving
         credit facility  ("Credit  Facility") at June 30, 2005 and $2.9 million
         at December 31, 2004. The increase in the outstanding balance under the
         Credit   Facility  in  the  first  six  months  of  2005  is  primarily
         attributable  to additions of property,  plant and equipment  offset by
         cash  provided by continuing  operations.  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
         June 30,  2005,  the  Company  was in  compliance  with  all  financial
         covenants.

                                       10
<PAGE>

         As of June 30, 2005, the Company had working  capital of $20.8 million,
         including  $365,000  in cash and  cash  equivalents.  The $1.6  million
         increase  in  working  capital  during the first six months of 2005 was
         primarily  related to increases in inventories and decreases in accrued
         income and other taxes  offset by a decrease in prepaid  expenses.  The
         $3.4 million  increase in inventories  was primarily  attributable to a
         program to purchase  critical raw  materials in larger  volumes to take
         advantage  of quantity  discounts  and to hedge  against  future  price
         increases.  In addition, the Company began to increase its inventory of
         finished goods to reflect increasing sales and to assure  uninterrupted
         deliveries  to the  Company's  customers  when the Florida  facility is
         relocated  next year to a new  plant in St.  Petersburg,  Florida.  The
         decrease  in accrued  income and other  taxes is  primarily  related to
         income tax payments made during 2005. The decrease in prepaid  expenses
         is primarily  related to the completion of the purchase of ten acres of
         land for which the Company had made a $3.75 million deposit.

         In May 2005, the Company  purchased for $3.75 million ten acres of land
         to  be  used  for  the   construction   of  a  new   facility  for  its
         Halkey-Roberts   operation.   The  Company   anticipates   spending  an
         additional  $14.0 to $16.0 million for the  construction of an expanded
         new  facility  at this  site.  The  Company  expects  to  complete  the
         construction of this facility around mid-year 2006.

         Cash flows from  continuing  operations  generated $1.9 million for the
         six months  ended June 30, 2005 as compared to $5.0 million for the six
         months  ended  June 30,  2004.  The  previously  mentioned  inventories
         increase was the primary contributor to the decrease in cash flows from
         operations.  During the first six months of 2005, the Company  expended
         $3.8 million for the addition of property and  equipment in addition to
         the  previously  mentioned  land  purchase.  The Company  received  net
         proceeds of $1.9 million from the  exercise of employee  stock  options
         during  the first six  months of 2005.  During  the first six months of
         2005 the Company paid dividends totaling $496,000 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 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
         or future  events 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 will be achieved.  Such statements include, but are not limited
         to, the Company's expectations  regarding deliveries to customers,  the
         cost and time of completion of the Company's new Florida facility,  and
         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.   Forward-looking   statements   contained  herein  involve
         numerous  risks and  uncertainties,  and there are a number of  factors
         that could cause actual results or future events to differ  materially,
         including, but not limited to, the following: changing economic, market
         and  business  conditions;  acts of war or  terrorism;  the  effects of
         governmental   regulation;   the   impact   of   competition   and  new
         technologies;  slower-than-anticipated  introduction of new products or
         implementation   of  marketing   strategies;   implementation   of  new
         manufacturing  processes or implementation of new information  systems;
         the Company's ability to protect its intellectual property;  changes in
         the  prices of raw  materials;  changes in  product  mix;  intellectual
         property and product liability claims and product recalls;  the ability
         to  attract  and  retain  qualified  personnel  and  the  loss  of  any
         significant customers. 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.


                                       11
<PAGE>

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         For the quarter ended June 30, 2005, the Company did not experience any
         material  changes in market risk exposures that affect the quantitative
         and  qualitative  disclosures  presented in the  Company's  2004 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 June 30, 2005.
         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.


                                       12
<PAGE>




                                     PART II

                                OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS
              None

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

              The Company held its 2005 Annual  Meeting of  Stockholders  on May
              19,  2005 at its offices in Allen,  Texas.  At such  meeting,  the
              Company's  stockholders ratified the appointment of Grant Thornton
              LLP as independent  accountants  with  1,615,321  shares voted for
              ratification,  5,391 voted against and 150 abstentions. The voting
              with  respect to the  nominee  for  election  as  director  was as
              follows:

           NOMINEE                     VOTES FOR             VOTES WITHHELD
           -------                     ---------             --------------
Emile A. Battat                        1,556,712                 64,150

              The terms of the following  directors  continued  after
              the meeting:  John P. Stupp,  Jr., Roger F. Stebbing,
              Richard O. Jacobson and Hugh J. Morgan, Jr.


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 April 29, 2005,  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 first
                     quarter ended March 31, 2005 (Item 12).


                                       13
<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:  August 12, 2005          /S/ EMILE A. BATTAT
                                         -----------------------------------
                                         Emile A. Battat
                                         Chairman, President and
                                         Chief Executive Officer



         Date:  August 12, 2005          /S/ JEFFERY STRICKLAND
                                         -----------------------------------
                                         Jeffery Strickland
                                         Vice President and
                                         Chief Financial Officer

                                       14