SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

For the Period Ended March 31, 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                  X                     NO
                               ---------                       ---------

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

                                              Number of Shares Outstanding at
           Title of Each Class                         May 3, 2005
----------------------------------------    ------------------------------------
Common stock, Par Value $0.10 per share                 1,807,407

<PAGE>



<TABLE>
                       ATRION CORPORATION AND SUBSIDIARIES
                       -----------------------------------

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




<S>                                                                               <C>
PART I.       Financial Information                                               2

       Item 1.     Financial Statements

                        Consolidated Statements of Income (Unaudited)
                            For the Three Months Ended
                            March 31, 2005 and 2004                               3


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


                        Consolidated Statements of Cash Flows (Unaudited)
                            For the Three Months Ended
                            March 31, 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                                                   9

PART II.      Other Information                                                  13

       Item 1.     Legal Proceedings                                             13

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

SIGNATURES                                                                       14
</TABLE>

                                       1

<PAGE>







                                     PART I


                              FINANCIAL INFORMATION








                                       2



<PAGE>


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

                                                                            Three Months Ended
                                                                                 March 31
                                                                     ----------------------------------
                                                                           2005             2004
                                                                     ----------------- ----------------
<S>                                                                   <C>               <C>
Revenues                                                              $       18,645    $       16,789
Cost of goods sold                                                            11,024            10,834
                                                                      --------------    --------------
Gross profit                                                                   7,621             5,955
                                                                      --------------    --------------

Operating expenses:
   Selling                                                                     1,405             1,428
   General and administrative                                                  2,217             2,081
   Research and development                                                      581               545
                                                                      --------------    --------------
                                                                               4,203             4,054
                                                                      --------------    --------------

Operating income                                                               3,418             1,901
                                                                      --------------    --------------

Other income:
   Interest income                                                                15                11
   Interest expense                                                              (21)              (27)
   Other income                                                                    8                 6
                                                                      --------------    --------------
                                                                                   2               (10)
                                                                      --------------    --------------

Income before provision for income taxes                                       3,420             1,891
Provision for income taxes                                                    (1,126)             (604)
                                                                      --------------    --------------

Net income                                                            $        2,294    $        1,287
                                                                      ==============    ==============

Income per basic share                                                $         1.33    $         0.76
                                                                      ==============    ==============

Weighted average basic shares outstanding                                      1,723             1,703

Income per diluted share                                              $         1.23    $         0.70
                                                                      ==============    ==============

Weighted average diluted shares outstanding                                    1,865             1,843

The accompanying notes are an integral part of these statements.
</TABLE>

                                       3

<PAGE>


<TABLE>
                       ATRION CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

                                                                                    March 31,                December 31,
                                                                                      2005                      2004
Assets                                                                            (unaudited)
------                                                                       ---------------------      --------------------
<S>                                                                              <C>                        <C>
Current assets:
   Cash and cash equivalents                                                     $        1,083             $          255
   Accounts receivable                                                                    8,535                      7,588
   Inventories                                                                           15,094                     14,013
   Deposit on land purchase                                                               3,750                      3,750
   Prepaid expenses                                                                         957                      1,028
   Other                                                                                  1,039                      1,039
                                                                                 --------------             --------------
                                                                                         30,458                     27,673
                                                                                 --------------             --------------


Property, plant and equipment                                                            51,643                     50,402
Less accumulated depreciation and amortization                                           25,978                     25,071
                                                                                 --------------             --------------
                                                                                         25,665                     25,331
                                                                                 --------------             --------------

Other assets and deferred charges:
   Patents                                                                                1,654                      1,714
   Goodwill                                                                               9,730                      9,730
   Other                                                                                  3,602                      2,960
                                                                                 --------------             --------------
                                                                                         14,986                     14,404
                                                                                 --------------             --------------

                                                                                 $       71,109             $       67,408
                                                                                 ==============             ==============
Liabilities and Stockholders' Equity
------------------------------------

Current liabilities:
   Accounts payable and accrued liabilities                                      $        6,891             $        7,146
   Accrued income and other taxes                                                         1,548                      1,321
                                                                                 --------------             --------------
                                                                                          8,439                      8,467
                                                                                 --------------             --------------

Line of credit                                                                            4,127                      2,936

Other non-current liabilities                                                             5,570                      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                                                                       10,245                     10,013
   Retained earnings                                                                     76,532                     74,479
   Treasury shares,1,690 at March 31, 2005 and 1,712
   at December 31, 2004, at cost                                                        (34,146)                   (34,231)
                                                                                 --------------             --------------
       Total stockholders' equity                                                        52,973                     50,603
                                                                                 --------------             --------------


                                                                                 $       71,109             $       67,408
                                                                                 ==============             ==============


The accompanying notes are an integral part of these statements.
</TABLE>


                                       4

<PAGE>



<TABLE>
                       ATRION CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                                                        Three Months Ended
                                                                                             March 31,
                                                                           -------------------       -------------------
                                                                                  2005                      2004
                                                                           -------------------       -------------------
<S>                                                                          <C>                       <C>
Cash flows from operating activities:
   Net income                                                                $       2,294             $       1,287
   Adjustments to reconcile net income to
      net cash provided by operating activities:
        Depreciation and amortization                                                1,072                     1,391
        Deferred income taxes                                                          184                       (70)
        Tax benefit related to stock plans                                              83                        24
        Other                                                                           11                         1
                                                                             -------------             -------------
                                                                                     3,644                     2,633

    Changes in operating assets and liabilities:
        Accounts receivable                                                           (946)                   (2,236)
        Inventories                                                                 (1,081)                     (297)
        Prepaid expenses                                                                71                       829
        Other non-current assets                                                      (642)                       50
        Accounts payable and current liabilities                                      (255)                     (678)
        Accrued income and other taxes                                                 228                       185
        Other non-current liabilities                                                  (16)                       20
                                                                             -------------             -------------
                                                                                     1,003                       506
                                                                             -------------             -------------

Cash flows from investing activities:
  Property, plant and equipment additions                                           (1,364)                     (684)
  Property, plant and equipment sales                                                    6                         -
                                                                             -------------             -------------
                                                                                    (1,358)                     (684)
                                                                             -------------             -------------

Cash flows from financing activities:
  Net change in line of credit                                                       1,191                       169
  Issuance of common stock                                                             234                       134
  Dividends                                                                           (242)                     (205)
                                                                             -------------             -------------
                                                                                     1,183                        98
                                                                             -------------             -------------

Net change in cash and cash equivalents                                                828                       (80)
Cash and cash equivalents at beginning of period                                       255                       298
                                                                             -------------             -------------
Cash and cash equivalents at end of period                                   $       1,083             $         218
                                                                             =============             =============

Cash paid for:
  Interest                                                                   $          21             $          28
  Income taxes                                                               $         454             $           -
</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):

                                        March 31,            December 31,
                                           2005                  2004
---------------------------------- ------------------ -------------------------
Raw materials                       $        5,472        $        5,665
Finished goods                               5,686                 4,595
Work in process                              3,936                 3,753
---------------------------------- ------------------ -------------------------
Total inventories                   $       15,094        $       14,013
---------------------------------- ------------------ -------------------------

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

<TABLE>
                                                                          Three months ended March 31,
                                                                           2005                  2004
                                                                 -------------------------------------------
                                                                       (in thousands, except per share
                                                                                   amounts)

<S>                                                               <C>                    <C>
         Net Income                                               $        2,294         $       1,287
                                                                 ===========================================

         Weighted average basic shares outstanding
                                                                           1,723                 1,703
         Add:  Effect of dilutive securities (options)
                                                                             142                   140
                                                                 -------------------------------------------
         Weighted average diluted shares outstanding
                                                                           1,865                 1,843
                                                                 ===========================================

        Income per share:

           Basic                                                  $         1.33         $        0.76
                                                                 ===========================================

          Diluted                                                 $         1.23         $        0.70
                                                                 ===========================================
</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  period
        ended March 31, 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 period ended March 31, 2004.

                                       6

<PAGE>

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

 (4)     Stock-Based Compensation
         At  March  31,  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.

         In December 2004,  the Financial  Accounting  Standards  Board issued a
         revision  of  FASB  Statement  No.  123,  "Accounting  for  Stock-based
         Compensation"  ("SFAS No. 123R").  SFAS No. 123R supersedes APB Opinion
         No. 25,  "Accounting  for Stock  Issued to  Employees"  and  requires a
         public  entity to measure  the cost of  employee  services  received in
         exchange  for an award of equity  instruments  based on the  grant-date
         fair  value of the  award,  and  recognize  that cost over the  vesting
         period.  SFAS 123R is effective  for annual  report  periods  beginning
         after June 15, 2005. The Company will begin recognizing  option expense
         starting  January 1,  2006.  Since  most of the  Company's  outstanding
         options  will have  vested  prior to  January  1,  2006,  the amount of
         expense to be recognized  for options  starting in the first quarter of
         2006 is not expected to be significant.

         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:

<TABLE>
                                                                              Three Months ended March 31,
                                                                             -------------------------------
                                                                                 2005              2004
                                                                             -------------     -------------
                                                                          (in thousands, except per share
                                                                                      amounts)

<S>                                                                          <C>               <C>
         Net income, as reported                                             $     2,294       $     1,287
         Deduct: Total stock-based employee compensation expense
             determined under fair value-based methods for all awards,
             net of tax effects                                                      102               146
                                                                             -------------     -------------
         Pro forma net income                                                $     2,192       $     1,141
                                                                             =============     =============
         Income per share:
             Basic - as reported                                             $      1.33       $      0.76
                                                                             =============     =============
             Basic - pro forma                                               $      1.27       $      0.67
                                                                             =============     =============

             Diluted - as reported                                           $      1.23       $      0.70
                                                                             =============     =============
             Diluted - pro forma                                             $      1.18       $      0.62
                                                                             =============     =============
</TABLE>

                                       7

<PAGE>

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

 (5)     Pension Benefits
         The  components  of net  periodic  pension  cost are as follows for the
         three months ended March 31, 2005 and March 31, 2004 (in thousands):

                                                      Three Months ended
                                                          March 31,
                                                -------------------------------
                                                    2005              2004
                                                -------------     -------------
         Service cost                           $       67        $       60
         Interest cost                                  80                78
         Expected return on assets                    (114)             (106)
         Prior service cost amortization                (9)               (9)
         Actuarial loss                                 27                26
         Transition amount amortization                (11)              (11)
                                                -------------     -------------

         Net periodic pension cost              $       40        $       38
                                                =============     =============


                                       8

<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 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  March 31,  2005,  the  Company  reported
         revenues of $18.6  million,  operating  income of $3.4  million and net
         income of $2.3  million,  up 11  percent,  80 percent  and 78  percent,
         respectively, from the three months ended March 31, 2004.

         Results for the three months ended March 31, 2005
         Consolidated  net income  totaled $2.3 million,  or $1.33 per basic and
         $1.23 per diluted share, in the first quarter of 2005. This is compared
         with  consolidated  net income of $1.3 million,  or $0.76 per basic and
         $0.70 per diluted  share,  in the first quarter of 2004. The income per
         basic share  computations  are based on weighted  average  basic shares
         outstanding  of 1,723,199 in the 2005 period and  1,703,153 in the 2004
         period. The income per diluted share computations are based on weighted
         average diluted shares  outstanding of 1,864,695 in the 2005 period and
         1,843,310 in the 2004 period.

         Consolidated  revenues of $18.6  million for the first  quarter of 2005
         were higher than  revenues  of $16.8  million for the first  quarter of
         2004.  This 11 percent  increase in revenues  for the first  quarter of
         2005 over the first  quarter of 2004 was primarily  attributable  to an
         approximate 23 percent  increase in the revenues of the Company's fluid
         delivery  products,  an approximate 19 percent increase in the revenues
         of the Company's  cardiovascular products and an approximate 11 percent
         increase  in  the  revenues  of the  Company's  other  products.  These
         increases,  which are generally  attributable  to higher sales volumes,
         were  partially  offset by an  approximate  10 percent  decrease in the
         revenues of the Company's ophthalmic products.

         Cost of goods sold of $11.0 million for the first quarter of 2005 was 2
         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 2 percent.

                                       9

<PAGE>

         Gross  profit of $7.6  million  in the first  quarter  of 2005 was $1.7
         million, or 28 percent,  higher than in the comparable 2004 period. The
         Company's gross profit percentage in the first quarter of 2005 was 40.8
         percent of revenues compared with 35.5 percent of revenues in the first
         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  first quarter 2005  operating  expenses of $4.2 million
         were $149,000 higher than the operating  expenses for the first quarter
         of 2004,  resulting  primarily from a $137,000  increase in general and
         administrative  (G&A)  expenses.  The  increase in G&A expenses for the
         first  quarter  of  2005  was  principally  attributable  to  increased
         compensation  costs.  Operating  income  in the first  quarter  of 2005
         increased  $1.5  million,  or 80  percent,  to $3.4  million  from $1.9
         million in the first quarter of 2004. Operating income was 18.3 percent
         of revenues in the first  quarter of 2005  compared to 11.3  percent of
         revenues in the first  quarter of 2004.  The  improvement  in operating
         income was primarily  attributable  to the previously  mentioned  gross
         profit improvement partially offset by the increase in G&A expenses.

         Income  tax  expense  for the first  quarter  of 2005 was $1.1  million
         compared to income tax  expense of $604,000  for the same period in the
         prior year.  The  effective  tax rate for the first quarter of 2005 was
         32.9 percent compared with 31.9 percent for the first quarter of 2004.


         Liquidity and Capital Resources

         At March 31, 2005, the Company had cash and cash equivalents of $1.1
         million compared with $255,000 at December 31, 2004. The Company
         had outstanding borrowings of $4.1 million under its $25 million
         revolving credit facility ("Credit Facility") at March 31, 2005
         and $2.9 million at December 31, 2004. The increase in the
         outstanding balance under the Credit Facility in the first three
         months of 2005 was primarily attributable to borrowings to fund
         planned capital expenditures and increases in working capital. The
         Credit Facility, which expires November 12, 2006, and may be
         extended under certain circumstances, contains various
         restrictive covenants, none of which is expected to impact the
         Company's liquidity or capital resources. At March 31, 2005, the
         Company was in compliance with all financial covenants.

         As of March 31, 2005, the Company had working capital of $22.0
         million, including $1.1 million in cash and cash equivalents. The
         $2.8 million increase in working capital during the first three
         months of 2005 was primarily related to an increase in cash,
         inventories and accounts receivable. The increase in cash was
         primarily related to collections of customer accounts that could
         not be applied toward the outstanding Credit Facility until after
         March 31, 2005. The increase in accounts receivable during the
         first three months of 2005 was primarily related to the increase
         in revenues for the first quarter of 2005 as compared to the
         fourth quarter of 2004. The increase in inventories was primarily
         attributable to increased stocking levels necessary to improve
         customer service and support increased revenues. Cash flows from
         operating activities generated $1.0 million for the three months
         ended March 31, 2005 as compared to $506,000 for the three months
         ended March 31, 2004. The increase in net income was the primary
         contributor to this change. During the first three months of
         2005, the Company expended $1.4 million for the addition of
         property and equipment. The Company received net proceeds of
         $234,000 from the exercise of employee stock options during the
         first three months of 2005. During the first quarter of 2005 the
         Company paid dividends totaling $242,000 to its stockholders.

                                       10

<PAGE>

         During the first  quarter of 2005,  the Company and  Filtertek  settled
         their pending litigation.  Terms of the settlement required the Company
         to make a  one-time  payment to  Filtertek  in  exchange  for a paid-up
         license to manufacture  and sell swabable  valves that were the subject
         of the  litigation.  The cost of the settlement was apportioned to past
         and future  licensing  periods.  No charges were made against the first
         quarter  of 2005  income  for  this  settlement  because  the  reserves
         previously  established  for the cost of litigation  were sufficient to
         cover the  liability  for past sales as well as  expenses  incurred  to
         date. The cost of the settlement  associated with the future  licensing
         period will be amortized on a  straight-line  basis over the  remaining
         life of the patent which is approximately seven years.

         In May 2005, the Company completed the purchase of ten acres of land to
         be used for the  construction of a new facility for its  Halkey-Roberts
         operation.  The Company had made a $3.75 million deposit on the land in
         2004 which was equal to the  purchase  price for the land.  The Company
         anticipates  spending  an  additional  $12.0 to $14.0  million  for the
         construction  of a new  facility at this site.  The Company  expects to
         complete   the   construction   of  this  new  facility  and  move  the
         Halkey-Roberts operation into the new facility around mid-year 2006.

         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  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 March 31, 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 March 31, 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

         On March 31, 2005,  Halkey-Roberts  Corporation,  a  subsidiary  of the
         Company ("Halkey-Roberts"), settled its litigation with Filtertek, Inc.
         that had been  pending  in the  United  States  District  Court for the
         Middle  District of  Florida,  Tampa  Division.  Under the terms of the
         settlement  agreement,   Halkey-Roberts  made  a  one-time  payment  to
         Filtertek, Inc. in exchange for a non-exclusive,  worldwide, fully paid
         up, non-royalty-bearing license to manufacture and sell swabable valves
         within  the scope of  certain  patents  that were the  subject  of such
         litigation.

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

              (a)    Exhibits
                     31.1     Sarbanes-Oxley Act Section 302 Certification of
                              Chief Executive Officer

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

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

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

              (b)    Reports on Form 8-K
                     On February  28, 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
                     fourth quarter and year ended December 31, 2004 (Item 12).


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<PAGE>

                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
         the  registrant  has duly caused this report to be signed on its behalf
         by the undersigned thereunto duly authorized.




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


         Date:  May 13, 2005                /s/ Emile A. Battat
                                            -----------------------------------
                                            Emile A. Battat
                                            Chairman, President and
                                            Chief Executive Officer



         Date:  May 13, 2005                /s/ Jeffery Strickland
                                            -----------------------------------
                                            Jeffery Strickland
                                            Vice President and
                                            Chief Financial Officer



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