UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

[ x ]   Quarterly Report Pursuant To Section 13 or 15(d) of the Securities
        Exchange Act of 1934 for the Quarterly Period Ended March 31, 2006

                                       or

[   ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934 for the Transition Period from to

                         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
  Incorporation or Organization)                             Identification No.)

                    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.  |X| Yes    |_| No

Indicate by check whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check
one):

Large accelerated filer |_|   Accelerated filer |X|    Non-accelerated filer |_|

Indicate by check whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  |_| 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                              April 28, 2005
---------------------------------------          -------------------------------
Common stock, Par Value $0.10 per share                     1,843,206

<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, 2006 and 2005                                      3


                Consolidated Balance Sheets
                 March 31, 2006 (Unaudited) and December 31, 2005             4


                Consolidated Statements of Cash Flows (Unaudited)
                 For the Three Months Ended
                 March 31, 2006 and 2005                                      5


                Notes to Consolidated Financial Statements (Unaudited)        6

    Item 2. Management's Discussion and Analysis of
             Financial Condition and Results of
             Operations                                                      10

    Item 3. Quantitative and Qualitative Disclosures About Market Risk       13

    Item 4. Controls and Procedures                                          13

PART II. Other Information                                                   14

    Item 2. Unregistered Sales of Equity Securities and Use of Proceeds      14

    Item 6. Exhibits and Reports on
             Form 8-K                                                        14

SIGNATURES                                                                   16


                                       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
                                                           ---------------------
                                                             2006        2005
                                                           ---------   ---------
                                                           (In thousands, except
                                                               per share data)

     Revenues                                              $ 19,503    $ 18,645
     Cost of goods sold                                      12,155      11,024
                                                           ---------   ---------
     Gross profit                                             7,348       7,621
                                                           ---------   ---------

     Operating expenses:
       Selling                                                1,615       1,405
       General and administrative                             2,004       2,217
       Research and development                                 677         581
                                                           ---------   ---------
                                                              4,296       4,203
                                                           ---------   ---------

     Operating income                                         3,052       3,418
                                                           ---------   ---------

     Other income:
       Interest income                                           10          15
       Interest expense                                          --         (21)
       Other income                                              --           8
                                                           ---------   ---------
                                                                 10           2
                                                           ---------   ---------

     Income before provision for income taxes                 3,062       3,420
     Provision for income taxes                                (956)     (1,126)
                                                           ---------   ---------

     Net income                                            $  2,106    $  2,294
                                                           =========   =========

     Income per basic share                                $   1.15    $   1.33
                                                           =========   =========

     Weighted average basic shares outstanding                1,835       1,723

     Income per diluted share                              $   1.08    $   1.23
                                                           =========   =========

     Weighted average diluted shares outstanding              1,945       1,865

     Dividends per common share                            $   0.17    $   0.14
                                                           =========   =========

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,
                                                         2006           2005
                                                      (unaudited)
                                                      -----------   ------------
Assets
------
Current assets:
  Cash and cash equivalents                           $      189     $      525
  Accounts receivable                                      9,585          8,291
  Inventories                                             17,390         17,705
  Prepaid expenses                                           636            832
  Other                                                      620            620
                                                      -----------   ------------
                                                          28,420         27,973
                                                      -----------   ------------


Property, plant and equipment                             70,384         63,041
Less accumulated depreciation and amortization            28,867         27,787
                                                      -----------   ------------
                                                          41,517         35,254
                                                      -----------   ------------

Other assets and deferred charges:
  Patents                                                  2,502          2,331
  Goodwill                                                 9,730          9,730
  Other                                                    2,580          3,182
                                                      -----------   ------------
                                                          14,812         15,243
                                                      -----------   ------------

                                                      $   84,749     $   78,470
                                                      ===========   ============


Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
  Accounts payable and accrued liabilities            $    7,940     $    7,128
  Accrued income and other taxes                           1,126          1,098
                                                      -----------   ------------
                                                           9,066          8,226
                                                      -----------   ------------

Line of credit                                             6,831          2,529

Other non-current liabilities                              5,779          5,820

Stockholders' equity:
  Common shares, par value $0.10 per share; authorized
   10,000 shares, issued 3,420 shares                        342            342
  Paid-in capital                                         13,276         12,508
  Retained earnings                                       84,111         82,318
  Treasury shares, 1,578 at March 31, 2006 and 1,586
   at December 31, 2005, at cost                         (34,656)       (33,273)
                                                      -----------   ------------
     Total stockholders' equity                           63,073         61,895
                                                      -----------   ------------


                                                      $   84,749     $   78,470
                                                      ===========   ============


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,
                                                        ------------------------
                                                          2006           2005
                                                        ---------      ---------
                                                              (In thousands)

Cash flows from operating activities:
  Net income                                            $  2,106       $  2,294
  Adjustments to reconcile net income to
   net cash provided by operating activities:
     Depreciation and amortization                         1,160          1,072
     Deferred income taxes                                   (18)           184
     Tax benefit related to stock options                     --             83
     Other                                                    14             11
                                                        ---------      ---------
                                                           3,262          3,644

  Changes in operating assets and liabilities:
     Accounts receivable                                  (1,294)          (946)
     Inventories                                             315         (1,081)
     Prepaid expenses                                        196             71
     Other non-current assets                                352           (642)
     Accounts payable and current liabilities                812           (255)
     Accrued income and other taxes                           28            228
     Other non-current liabilities                           (23)           (16)
                                                        ---------      ---------
                                                           3,648          1,003
                                                        ---------      ---------

Cash flows from investing activities:
 Property, plant and equipment additions                  (7,343)        (1,364)
 Property, plant and equipment sales                          --              6
                                                        ---------      ---------
                                                          (7,343)        (1,358)
                                                        ---------      ---------

Cash flows from financing activities:
 Net change in line of credit                              4,302          1,191
 Exercise of stock options                                   462            234
 Purchase of treasury stock                               (1,594)            --
 Tax benefit related to stock options                        502             --
 Dividends paid                                             (313)          (242)
                                                        ---------      ---------
                                                           3,359          1,183
                                                        ---------      ---------

Net change in cash and cash equivalents                     (336)           828
Cash and cash equivalents at beginning of period             525            255
                                                        ---------      ---------
Cash and cash equivalents at end of period              $    189       $  1,083
                                                        =========      =========



Cash paid for:
 Interest (net of capitalization)                       $     --       $     21
 Income taxes                                           $    260       $    454


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 and its subsidiaries (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 2005 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,
                                                          2006          2005
      --------------------------------------------------------------------------
       Raw materials                                    $  6,879     $    6,898
       Work in process                                     4,515          4,291
       Finished goods                                      5,996          6,516
      --------------------------------------------------------------------------
       Total inventories                                $ 17,390     $   17,705
      ==========================================================================

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


                                                             Three months ended
                                                                  March 31,
                                                              2006        2005
                                                            --------------------
                                                            (in thousands,except
                                                              per share amounts)

     Net Income                                             $  2,106    $ 2,294
                                                            ====================

     Weighted average basic shares outstanding                 1,835      1,723
     Add: Effect of dilutive securities (options)                110        142
                                                            --------------------
     Weighted average diluted shares outstanding               1,945      1,865
                                                            ====================

     Income per share:
       Basic                                                $   1.15    $  1.33
                                                            --------------------
       Diluted                                              $   1.08    $  1.23
                                                            ====================

     There were no outstanding options to purchase shares of common stock that
     were not included in the diluted income per share calculations because
     their effect would be anti-dilutive for the three-month periods ended March
     31, 2006 and 2005.

                                       6
<PAGE>


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

(4)  Stock-Based Compensation
     At March 31, 2006, the Company had two stock-based employee compensation
     plans. Prior to January 1, 2006, the Company accounted 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 was
     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.

     Effective January 1, 2006, the Company adopted the provisions of SFAS No.
     123R, "Accounting for Stock-based Compensation" ("SFAS No. 123R") using the
     modified-prospective transition method and the disclosures that follow are
     based on applying SFAS No. 123R. Under this transition method, compensation
     expense recognized during the three months ended March 31, 2006, included
     compensation expense for all share-based awards granted prior to, but not
     yet vested as of January 1, 2006, based on the grant date fair value
     estimated in accordance with the original provisions of SFAS No. 123,
     "Accounting for Stock-Based Compensation". In accordance with the
     modified-prospective transition method, results for the prior periods have
     not been restated. The Company recorded compensation in the amount of
     approximately $14,000 for the three months ended March 31, 2006.

     The Company's 1997 Stock Incentive Plan provides for the grant to key
     employees of incentive and nonqualified stock options, stock appreciation
     rights, restricted stock and performance shares. In addition, under the
     1997 Stock Incentive Plan, outside directors (directors who are not
     employees of the Company or any subsidiary) received automatic annual
     grants of nonqualified stock options to purchase 2,000 shares of common
     stock. The 1997 Stock Incentive Plan was amended in 2005 to provide that no
     additional stock options may be granted to outside directors thereunder.
     Under the 1997 Stock Incentive Plan, 624,425 shares, in the aggregate, of
     common stock were reserved for grants. The purchase price of shares issued
     on the exercise of incentive options must be at least equal to the fair
     market value of such shares on the date of grant. The purchase price for
     shares issued on the exercise of nonqualified options and restricted and
     performance shares is fixed by the Compensation Committee of the Board of
     Directors. The options granted become exercisable as determined by the
     Compensation Committee and expire no later than 10 years after the date of
     grant.

     During 1998, the Company's stockholders approved the adoption of the
     Company's 1998 Outside Directors Stock Option Plan which, as amended,
     provided for the automatic grant on February 1, 1998 and February 1, 1999
     of nonqualified stock options to the Company's outside directors. Although
     no additional options may be granted under the 1998 Outside Directors Stock
     Option Plan, all outstanding options under this plan continue to be
     governed by the terms and conditions of the plan and the existing option
     agreements for those grants.

                                       7
<PAGE>


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

Option transactions for the three months ended March 31, 2006 are as follows:

                                                               Weighted Average
                                                   Shares       Exercise Price
                                                 ------------------------------
Options outstanding at January 1, 2006             225,100      $      24.86
     Granted in 2006                                  -         $        -
     Expired in 2006                                  -         $        -
     Exercised in 2006                             (33,799)     $      17.59
                                                 ------------------------------
Options outstanding at March 31, 2006              191,301      $      26.14
                                                 ==============================


Exercisable options at March 31, 2006              172,551      $      25.57

The Company estimates the fair value of stock options granted using the
Black-Scholes option-pricing formula and a single option award approach. This
fair value is then amortized on a straight-line basis over the requisite service
periods of the awards, which is generally the vesting period. The Company's
expected life represents the period that the Company's stock-based awards are
expected to be outstanding and was determined based on historical experience of
similar awards, giving consideration to the contractual terms of the stock-based
awards, vesting schedules and expectations of future employee behavior.
Stock-based payments made prior to January 1, 2006 were accounted for using the
intrinsic value method under APB 25. The fair value of stock-based payments made
subsequent to January 1, 2006 would be valued using the Black-Scholes valuation
method with a volatility factor based on the Company's historical stock trading
history. The Company bases the risk-free interest rate using the Black-Scholes
valuation method on the implied yield currently available on U. S. Treasury
securities with an equivalent term. The Company bases the dividend yield used in
the Black-Scholes valuation method on the Company's stock dividend history.

The total intrinsic values of options exercised during the three months ended
March 31, 2006 was $0. The total intrinsic values of options outstanding, and
options currently exercisable at March 31, 2006 were $0 and $0, respectively.
The weighted-average remaining contractual life for options outstanding and
options currently exercisable at March 31, 2006 were 3.18 years and 3.40 years,
respectively.

As of March 31, 2006 there was approximately $10,000 of total unrecognized
compensation costs related to nonvested share-based compensation arrangements
granted under the plans. That cost is expected to be recognized over a
weighted-average period of 0.25 years. The total fair value of options vested
during the three months ended March 31, 2006 was $0. At March 31, 2006 there
were 18,750 nonvested stock options outstanding with a weighted-average exercise
price of $31.39.

The Company has a policy of utilizing existing treasury shares to satisfy stock
option exercises.

                                       8
<PAGE>


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

The following table illustrates the effect on net income and income per share if
the Company had applied the fair value recognition provisions of SFAS No. 123R
to stock-based employee compensation in the previous period:

                                                             Three Months ended
                                                                   March 31,
                                                                     2005
                                                            --------------------
                                                            (in thousands,except
                                                              per share amounts)

Net income, as reported                                      $            2,294
Deduct: Total stock-based employee compensation
 expense determined under fair value-based
 methods for all awards, net of tax effects                                 102
                                                            --------------------
Pro forma net income                                         $            2,192
                                                            ====================
Income per share:

  Basic - as reported                                        $             1.33
                                                            ====================
  Basic - pro forma                                          $             1.27
                                                            ====================

  Diluted - as reported                                      $             1.23
                                                            ====================
  Diluted - pro forma                                        $             1.18
                                                            ====================


(5)  Pension Benefits
     The components of net periodic pension cost are as follows for the three
     months ended March 31, 2006 and March 31, 2005 (in thousands):


                                                              Three Months ended
                                                                   March 31,
                                                              ------------------
                                                                2006       2005
                                                              -------    -------
     Service cost                                             $   69     $   67
     Interest cost                                                83         80
     Expected return on assets                                  (111)      (114)
     Prior service cost amortization                              (9)        (9)
     Actuarial loss                                               29         27
     Transition amount amortization                                -        (11)
                                                              -------    -------

     Net periodic pension cost                                $   61     $   40
                                                              =======    =======


                                       9
<PAGE>


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 healthcare 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 serve the fluid delivery, cardiovascular, and
     ophthalmology markets. 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.

     The Company's strategy is to provide a broad selection of products in the
     areas of its expertise. Research and development efforts are focused on
     improving current products and developing highly-engineered products that
     meet customer needs and have the potential for broad market applications
     and significant sales. Proposed new products may be subject to regulatory
     clearance or approval prior to commercialization and the time period for
     introducing a new product to the marketplace can be unpredictable. The
     Company also focuses on controlling costs by investing in modern
     manufacturing technologies and controlling purchasing processes. The
     Company has been successful in consistently generating cash from operations
     and has used that cash to reduce indebtedness, to fund capital
     expenditures, to repurchase stock and, starting in 2003, to pay dividends.

     The Company's strategic objective is to further enhance its position in its
     served markets by:

          o Focusing on customer needs;

          o Expanding existing product lines and developing new products;

          o Maintaining a culture of controlling cost; and

          o Preserving and fostering a collaborative, entrepreneurial management
          structure.

     For the three months ended March 31, 2006, the Company reported revenues of
     $19.5 million, operating income of $3.1 million and net income of $2.1
     million, up 5 percent, down 11 percent and down 8 percent, respectively,
     from the three months ended March 31, 2005.


     Results for the three months ended March 31, 2006
     Consolidated net income totaled $2.1 million, or $1.15 per basic and $1.08
     per diluted share, in the first quarter of 2006. This is compared with
     consolidated net income of $2.3 million, or $1.33 per basic and $1.23 per
     diluted share, in the first quarter of 2005. The income per basic share
     computations are based on weighted average basic shares outstanding of
     1,835,329 in the 2006 period and 1,723,199 in the 2005 period. The income
     per diluted share computations are based on weighted average diluted shares
     outstanding of 1,944,647 in the 2006 period and 1,864,695 in the 2005
     period.

                                       10
<PAGE>


     Consolidated revenues of $19.5 million for the first quarter of 2006 were
     higher than revenues of $18.6 million for the first quarter of 2005. This 5
     percent increase in revenues for the first quarter of 2006 over the first
     quarter of 2005 was primarily attributable to an approximate 25 percent
     increase in the revenues of the Company's fluid delivery products and an
     approximate 23 percent increase in the revenues of the Company's
     cardiovascular products. These increases, which were generally attributable
     to higher sales volumes, were partially offset by an approximate 25 percent
     decrease in the revenues of the Company's ophthalmic products and an
     approximate 11 percent decrease in the revenues of the Company's other
     products.

     Cost of goods sold of $12.2 million for the first quarter of 2006 was 10
     percent higher than in the comparable 2005 period. Increased sales volume,
     increased manufacturing overhead costs, and a temporary production
     curtailment due to reduced orders from certain ophthalmic and related
     kitting business customers were the primary contributors to the increase in
     cost of goods sold for the first quarter of 2006.

     Gross profit of $7.3 million in the first quarter of 2006 was $273,000, or
     4 percent, lower than in the comparable 2005 period. The Company's gross
     profit percentage in the first quarter of 2006 was 37.7 percent of revenues
     compared with 40.8 percent of revenues in the first quarter of 2005. The
     decrease in gross profit percentage in the 2006 period compared to the 2005
     period was primarily related to the previously mentioned manufacturing cost
     increases and temporary production curtailment.

     The Company's first quarter 2006 operating expenses of $4.3 million were
     $93,000 higher than the operating expenses for the first quarter of 2005,
     resulting primarily from a $210,000 increase in selling (Selling) expenses,
     a $96,000 increase in Research and Development (R&D) expenses partially
     offset by a $213,000 decease in General and Administrative (G&A) expenses.
     The increase in Selling expenses for the first quarter of 2006 was
     principally attributable to increased compensation costs, advertising and
     promotion costs and travel-related expenses. The increase in R&D costs was
     primarily related to prototype expenses, new product testing costs, and
     process enhancements. The decrease in G&A for the first quarter of 2006 was
     primarily related to reduced compensation costs. Operating income in the
     first quarter of 2006 decreased $366,000, or 11 percent, to $3.1 million
     from $3.4 million in the first quarter of 2005. Operating income was 15.6
     percent of revenues in the first quarter of 2006 compared to 18.3 percent
     of revenues in the first quarter of 2005. The change in operating income
     for the first quarter of 2006 as compared with the first quarter of 2005
     was primarily attributable to the previously mentioned reduced gross profit
     and the increased operating expenses.

     Interest charges for the first quarter of 2006 were capitalized as part of
     the construction costs for a new facility for a subsidiary, Halkey-Roberts
     Corporation ("Halkey-Roberts"). Income tax expense for the first quarter of
     2006 was $956,000 compared to income tax expense of $1.1 million for the
     same period in the prior year. The effective tax rate for the first quarter
     of 2006 was 31.2 percent compared with 32.9 percent for the first quarter
     of 2005.

                                       11
<PAGE>


     Liquidity and Capital Resources
     At March 31, 2006, the Company had cash and cash equivalents of $189,000
     compared with $525,000 at December 31, 2005. The Company had outstanding
     borrowings of $6.8 million under its $25.0 million revolving credit
     facility ("Credit Facility") at March 31, 2006 and $2.6 million at December
     31, 2005. The increase in the outstanding balance under the Credit Facility
     in the first three months of 2006 was primarily attributable to borrowings
     to fund the construction of the new Halkey-Roberts facility. The Credit
     Facility, which expires November 12, 2009, 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, 2006, the Company was in compliance with all financial
     covenants.

     As of March 31, 2006, the Company had working capital of $19.4 million,
     including $189,000 in cash and cash equivalents. The $393,000 decrease in
     working capital during the first three months of 2006 was primarily related
     to an increase in accounts payable, a decrease in inventories and a
     decrease in cash offset by an increase in accounts receivable. The increase
     in accounts payable was primarily related to amounts due in connection with
     the construction of the new Halkey-Roberts facility. The increase in
     accounts receivable during the first three months of 2006 was primarily
     related to the increase in revenues for the first quarter of 2006 as
     compared to the fourth quarter of 2005. The decrease in inventories was
     primarily attributable to increased revenues. Cash flows from operating
     activities generated $3.6 million for the three months ended March 31, 2006
     as compared to $1.0 million for the three months ended March 31, 2005.
     Reductions of inventories and accounts payable increases were the primary
     contributors to the 2006 improvements. During the first three months of
     2006, the Company expended $7.3 million for the addition of property and
     equipment. Of this amount, $5.6 million was expended for the construction
     of the new Halkey-Roberts facility. The Company received net proceeds of
     $462,000 from the exercise of employee stock options during the first three
     months of 2006. During the first quarter of 2006, the Company repurchased
     24,000 shares of its common stock for approximately $1.6 million and paid
     dividends totaling $313,000 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 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.
     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; the loss of, or any material reduction in sales
     to, any significant customers; and problems in the relocation of the
     Halkey-Roberts operations. 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.

                                       12
<PAGE>


Item 3. Quantitative and Qualitative Disclosures About Market Risk

     For the quarter ended March 31, 2006, the Company did not experience any
     material changes in market risk exposures that affect the quantitative and
     qualitative disclosures presented in the Company's 2005 Annual Report on
     Form 10K.


Item 4. Controls and Procedures

     The Company's management, with the participation of the Company's Chief
     Executive Officer and its Chief Financial Officer, evaluated the Company's
     disclosure controls and procedures (as defined in Exchange Act Rules
     13a-15(e) and 15d-15(e)) as of March 31, 2006. Based upon this evaluation,
     the Chief Executive Officer and Chief Financial Officer have concluded that
     the Company's disclosure controls and procedures are effective. There were
     no changes in our internal control over financial reporting for the quarter
     ended March 31, 2006 that have materially affected or are reasonably likely
     to materially affect our internal control over financial reporting.

                                       13
<PAGE>


                                     PART II

                                OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

          (c)  During the first quarter of 2006, the Company repurchased the
               following shares of the Company's common stock:

                                             Total number
                                               of shares
                                             purchased as
                                               part of        Maximum number
                     Total                     publicly     of shares that may
                    number of    Average      announced      yet be purchased
                     shares     price paid     plan or         under Plan or
                    purchased    per share     program          Program (a)
                   ----------- ------------ --------------  ------------------


January 1, 2006  -
January 31, 2006      24,000    $   66.41          24,000             68,100

February 1, 2006 -
February 28, 2006       -                             -               68,100

March 1, 2006 -
March 31, 2006          -                             -               68,100
                   ----------- ------------ --------------  ------------------

Total                 24,000    $   66.41          24,000             68,100
                   =========== ============ ==============  ==================

(a)  This program was announced in April 2000 and initially provided
     authorization for up to 200,000 shares to be repurchased.



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

                                       14
<PAGE>


     (b)  Reports on Form 8-K
          On February 15, 2006, 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, 2005 (Item 12).


                                       15
<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 8, 2006                                   /s/ Emile A. Battat
                                                         -----------------------
                                                         Emile A. Battat
                                                         Chairman, President and
                                                         Chief Executive Officer



     Date: May 8, 2006                                   /s/ Jeffery Strickland
                                                         -----------------------
                                                         Jeffery Strickland
                                                         Vice President and
                                                         Chief Financial Officer

                                       16