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 September 30, 2001           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                          November 9, 2001
---------------------------------------          -------------------------------
Common stock, Par Value $0.10 per share                   2,079,050


<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 and Nine Months Ended
                     September 30, 2001 and 2000                               3

                 Consolidated Balance Sheets
                     September 30, 2001 (Unaudited) and December 31, 2000    4-5

                 Consolidated Statements of Cash Flows (Unaudited)
                     For the Nine Months Ended
                     September 30, 2001 and 2000                               6

                 Notes to Consolidated Financial Statements (Unaudited)        7

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

PART II.    Other Information                                                 12

    Item 6. Exhibits and Reports on
              Form 8-K                                                        12

SIGNATURES                                                                    13


<PAGE>




                                     PART I


                              FINANCIAL INFORMATION





                                       2
<PAGE>


                       ATRION CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                            Three Months Ended                       Nine Months Ended
                                                               September 30                             September 30
                                                   -------------------------------------    -------------------------------------
                                                            2001          2000                      2001          2000
                                                   (In thousands, except per share data)    (In thousands, except per share data)
                                                          --------      --------                  --------      --------
<S>                                                       <C>           <C>                       <C>           <C>
Revenues                                                  $ 15,418      $ 12,459                  $ 44,998      $ 38,487
Cost of goods sold                                           9,577         7,695                    27,864        23,603
                                                          --------      --------                  --------      --------
Gross profit                                                 5,841         4,764                    17,134        14,884
                                                          --------      --------                  --------      --------

Operating expenses:
   Selling expense                                           1,543         1,649                     5,027         5,482
   General and administrative                                2,082         1,546                     5,970         4,885
   Research and development                                    483           513                     1,479         1,553
                                                          --------      --------                  --------      --------
                                                             4,108         3,708                    12,476        11,920
                                                          --------      --------                  --------      --------

Operating income                                             1,733         1,056                     4,658         2,964
                                                          --------      --------                  --------      --------

Other income (expense):
   Interest expense, net                                       (25)         (173)                     (217)         (496)
   Other income (expense)                                        4             2                       437           (10)
                                                          --------      --------                  --------      --------
                                                               (21)         (171)                      220          (506)
                                                          --------      --------                  --------      --------

Income from continuing operations before
    provision for income taxes                               1,712           885                     4,878         2,458
Provision for income taxes                                     535           187                     1,529           589
                                                          --------      --------                  --------      --------

Income from continuing operations                            1,177           698                     3,349         1,869

Gain on disposal of discontinued operations,
    net of income taxes                                      5,326            30                     5,492           129
                                                          --------      --------                  --------      --------

Net income                                                $  6,503      $    728                  $  8,841      $  1,998
                                                          ========      ========                  ========      ========

Earnings per basic share:
   Continuing operations                                  $   0.57      $   0.34                  $   1.66      $   0.91
   Gain on disposal of discontinued operations                2.60          0.02                      2.72          0.06
                                                          --------      --------                  --------      --------
                                                          $   3.17      $   0.36                  $   4.38      $   0.97
                                                          ========      ========                  ========      ========

Weighted average basic shares outstanding                    2,048         2,033                     2,022         2,059
                                                          ========      ========                  ========      ========

Earnings per diluted share:
   Continuing operations                                  $   0.51      $   0.33                  $   1.50      $   0.87
   Gain on disposal of discontinued operations                2.33          0.01                      2.46          0.06
                                                          --------      --------                  --------      --------
                                                          $   2.84      $   0.34                  $   3.96      $   0.93
                                                          ========      ========                  ========      ========

Weighted average diluted shares outstanding                  2,290         2,128                     2,234         2,144
                                                          ========      ========                  ========      ========
</TABLE>


The accompanying notes are an integral part of these consolidated statements.


                                       3
<PAGE>


                       ATRION CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS




                                                   September 30,    December 31,
                                                       2001             2000
Assets                                             (unaudited)
------                                             -----------      -----------
                                                          (In thousands)
Current assets:
   Cash and cash equivalents                         $   346          $   159
   Accounts receivable, net                            9,124            7,175
   Inventories                                        10,404           10,110
   Prepaid expenses and other                            633              752
                                                     -------          -------
                                                      20,507           18,196
                                                     -------          -------

Property, plant and equipment:
   Original cost                                      38,773           37,295
   Less accumulated depreciation and amortization     13,576           11,225
                                                     -------          -------
                                                      25,197           26,070
                                                     -------          -------

Deferred charges:
   Patents, net                                        2,784            3,012
   Goodwill, net                                      12,367           12,803
   Other                                               3,373            3,609
                                                     -------          -------
                                                      18,524           19,424
                                                     -------          -------

                                                     $64,228          $63,690
                                                     =======          =======


The accompanying notes are an integral part of these Consolidated Balance
Sheets.


                                       4
<PAGE>


                       ATRION CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
                                                            September 30,    December 31,
                                                               2001             2000
Liabilities and Stockholders' Equity                        (unaudited)
------------------------------------                        ------------     ------------
                                                                    (In thousands)
<S>                                                           <C>              <C>
Current liabilities:
   Accounts payable and accrued liabilities                   $  5,055         $  4,518
   Accrued income and other taxes                                  817              187
                                                              --------         --------
                                                                 5,872            4,705
                                                              --------         --------

Long-term debt                                                   2,387            7,400
                                                              --------         --------

Other noncurrent liabilities                                     2,825            7,571
                                                              --------         --------

Stockholders' equity:
   Common shares, par value $0.10 per share; authorized
      10,000,000 shares, issued 3,419,953 shares in
      2001 and 2000                                                342              342
   Paid-in capital                                               6,501            6,419
   Retained earnings                                            60,747           51,906
   Treasury shares,1,363,353 in 2001 and 1,427,660
      in 2000, at cost                                         (14,446)         (14,653)
                                                              --------         --------
       Total stockholders' equity                               53,144           44,014
                                                              --------         --------


                                                              $ 64,228         $ 63,690
                                                              ========         ========
</TABLE>


The accompanying notes are an integral part of these Consolidated Balance
Sheets.


                                       5
<PAGE>


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


<TABLE>
<CAPTION>
                                                                   Nine Months Ended
                                                                     September 30
                                                            -------------------------------
                                                                 2001             2000
                                                            --------------   --------------
                                                                    (In thousands)
<S>                                                            <C>              <C>
Cash flows from operating activities:
   Net income                                                  $ 8,841          $ 1,998
   Adjustments to reconcile net income to
      net cash provided by operating activities:
        Gain on disposal of discontinued operations             (5,492)            (129)
        Depreciation and amortization                            3,429            3,128
        Deferred income taxes                                      203             (396)
        Other                                                       69              154
                                                               -------          -------
                                                                 7,050            4,755

        Change in current assets and liabilities:
           (Increase) in accounts receivable                    (1,949)            (458)
           (Increase) in other current assets                     (175)          (1,312)
           Increase in accounts payable                            277              488
           Increase in other current liabilities                 1,006              722
                                                               -------          -------
   Net cash provided by continuing operations                    6,209            4,195
   Net cash provided by discontinued operations                    165              129
                                                               -------          -------
                                                                 6,374            4,324
                                                               -------          -------

Cash flows from investing activities:
  Property, plant and equipment additions                       (2,068)          (1,915)
  Property, plant and equipment sales                              176              199
  Patent sale                                                      428             --
                                                               -------          -------
                                                                (1,464)          (1,716)
                                                               -------          -------

Cash flows from financing activities:
  Decrease in long-term indebtedness                            (5,013)          (1,617)
  Issuance of common stock                                         459               23
  Repurchase of common stock                                      (169)            (999)
                                                               -------          -------
                                                                (4,723)          (2,593)
                                                               -------          -------

Net change in cash and cash equivalents                            187               15
Cash and cash equivalents at beginning of period                   159               70
                                                               -------          -------
Cash and cash equivalents at end of period                     $   346          $    85
                                                               =======          =======

Cash paid for:
   Interest                                                    $   314          $   566
   Income taxes (net of refunds)                               $   895          $  (382)
</TABLE>


The accompanying notes are an integral part of these consolidated statements.


                                       6
<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 2000 Annual Report on Form 10-K.

(2)  New Accounting Pronouncements

     In June 2001, the Financial Accounting Standards Board issued SFAS No. 141,
     "Business  Combinations"  (effective  July  1,  2001)  and  SFAS  No.  142,
     "Goodwill  and Other  Intangible  Assets"  (effective  for the  Company  on
     January 1, 2002).  SFAS No. 141 prohibits  pooling-of-interests  accounting
     for  acquisitions.  SFAS  No.  142  establishes  accounting  and  reporting
     standards  for  intangible  assets  acquired at  acquisition.  SFAS No. 142
     specifies   that  goodwill  will  be  evaluated  for  impairment  and  that
     amortization  of goodwill will cease.  Additionally,  upon adoption of SFAS
     No. 142, the Company will be required to complete an initial  assessment of
     goodwill  impairment  by June 30,  2002  with  any  impairment  loss  being
     recognized as the  cumulative  effect of a change in accounting  principle,
     restating  first  quarter 2002 results,  if necessary.  As of September 30,
     2001, the Company had goodwill of $12,367,000 and anticipates that goodwill
     amortization expense for 2001 will be approximately  $600,000,  or $400,000
     after tax. Any impairment of goodwill  could have a material  impact on the
     Company's financial position or results of operations.  The Company has not
     determined the impact of initial  adoption of SFAS No. 142 on the Company's
     financial position or results of operations.


                                       7
<PAGE>


                       ATRION CORPORATION AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Results for the three months ended September 30, 2001

     The  Company's  consolidated  income  from  continuing  operations  for the
     quarter ended September 30, 2001 was $1,177,000, or $.57 per basic and $.51
     per diluted share,  compared with $698,000,  or $.34 per basic and $.33 per
     diluted share,  for the third quarter of 2000. The earnings per basic share
     computations  are based on weighted  average  basic shares  outstanding  of
     2,047,535  in 2001 and  2,033,093 in 2000.  The earnings per diluted  share
     computations  are based on weighted  average diluted shares  outstanding of
     2,289,880 in 2001 and 2,127,883 in 2000.

     Consolidated  revenues of $15.4  million for the third quarter of 2001 were
     $3.0 million, or 24 percent,  higher than revenues for the third quarter of
     2000. This  improvement is primarily  attributable to increased  demand for
     the  Company's  products,  particularly  when  measured  against  the third
     quarter of 2000 which was the Company's weakest quarterly period that year.
     The Company expects  revenue growth in the next several  quarters to revert
     to more normal levels reflecting  conditions in our industry.  Gross profit
     of $5.8  million  in the  third  quarter  of 2001 was $1.1  million,  or 23
     percent,  higher than in the comparable 2000 period. This increase in gross
     profit  is  primarily  attributable  to the  previously  mentioned  revenue
     increase in the third quarter of 2001 over the third quarter of 2000.

     The Company's  third quarter 2001  operating  expenses of $4.1 million were
     $400,000 higher than the operating  expenses for the third quarter of 2000.
     This increase was primarily the result of higher general and administrative
     (G&A) expenses  partially  offset by reductions in selling  expenses in the
     current  year  period.  G&A  expenses  for the third  quarter  of 2001 were
     $536,000  higher than G&A expenses for the same period in 2000 primarily as
     a result of  increased  spending  on  outside  services,  compensation  and
     benefit  programs.  Selling  expenses  for the third  quarter  of 2001 were
     $106,000 lower than selling expenses for the third quarter of 2000 due to a
     partial  reorganization  of  the  sales  team  after  September  30,  2000.
     Operating income of $1.7 million in the third quarter of 2001 was $677,000,
     or 64 percent, higher than operating income in the third quarter of 2000.

     Net interest  expense of $25,000 for the three months ended  September  30,
     2001 was $148,000 lower than net interest  expense for the comparable  2000
     period.  This reduction was primarily related to the Company's reduction of
     its level of borrowings and lower interest rates in 2001.

     Income tax expense for the third  quarter of 2001 was $535,000  compared to
     income tax expense of $187,000  for the same period in the prior year.  The
     increase  in pretax  income in the third  quarter  of 2001 was the  primary
     contributor to the increase in income tax expense in that period.

     The  Company  recorded  a non-cash  gain from  discontinued  operations  of
     $5,326,000  after tax, or $2.60 per basic and $2.33 per diluted share,  for
     the third  quarter of 2001  compared  with a gain of $30,000  after tax, or
     $.02 per basic and $.01 per diluted  share,  for the third quarter of 2000.
     The third quarter 2001 gain resulted from the reversal of a reserve


                                       8
<PAGE>


     established  when the Company  disposed of its  natural gas  operations  in
     1997. The reversal  followed the  resolution of an outstanding  contingency
     related to the sale of those assets.

     The third  quarter of 2001 was the tenth  consecutive  quarter in which the
     Company's earnings per share from continuing  operations  exceeded those of
     the same period in the prior year.  The Company  anticipates  that  diluted
     earnings per share from continuing operations for 2001 will exceed the 2000
     level by more than 50%.


     Results for the nine months ended September 30, 2001

     The Company's  consolidated income from continuing  operations for the nine
     months ended  September 30, 2001 was $3.3  million,  or $1.66 per basic and
     $1.50 per diluted share,  compared with $1.9 million, or $.91 per basic and
     $.87 per diluted share, for the same period of 2000. The earnings per basic
     share  computations are based on weighted average basic shares  outstanding
     of 2,021,908 in 2001 and 2,058,622 in 2000.  The earnings per diluted share
     computations  are based on weighted  average diluted shares  outstanding of
     2,233,723 in 2001 and 2,143,606 in 2000.

     Consolidated  revenues  of $45.0  million for the first nine months of 2001
     were $6.5 million, or 17 percent,  higher than revenues for the same period
     of 2000. The increase in revenues for the  nine-months  ended September 30,
     2001 was a result of improved revenues at all operations.

     Gross profit of $17.1 million for the nine-months  ended September 30, 2001
     was $2.3 million, or 15 percent, higher than in the comparable 2000 period.
     The previously  mentioned increase in revenues was the primary  contributor
     to this increase.

     The Company's operating expenses of $12.5 million for the first nine months
     of 2001 were  $556,000  higher  than the  operating  expenses  for the same
     period of 2000.  This  increase  was the result of  increased  G&A expenses
     partially offset by reductions in selling and other expenses in the current
     year  period.  G&A  expenses  for the first  nine  months of 2001 were $1.1
     million higher than G&A expenses for the same period in 2000 primarily as a
     result of increased spending on outside services,  compensation and benefit
     programs.  Selling  expenses for the  nine-months  ended September 30, 2001
     were $455,000 lower than selling expenses for the comparable period of 2000
     due to a partial reorganization of the sales team after September 30, 2000.
     Operating  income of $4.7 million in the first nine months of 2001 was $1.7
     million, or 57 percent,  higher than the operating income in the comparable
     period of 2000.

     Net interest  expense of $217,000 for the nine months ended  September  30,
     2001 was $279,000 lower than net interest  expense for the comparable  2000
     period.  This reduction was primarily related to the Company's reduction of
     its level of borrowings and lower interest rates in 2001.  Other income for
     the  nine-month  period ended  September 30, 2001 was $437,000  compared to
     other  expense  of  $10,000  for the same  period in the prior  year.  This
     increase is primarily attributable to a one-time gain of $428,000 resulting
     from the sale of a patent that was recorded in the second quarter of 2001.


                                       9
<PAGE>


     Income tax expense for the nine-month  period ended  September 30, 2001 was
     $1.5 million compared to income tax expense of $589,000 for the same period
     in the prior year. The increase in pretax income in the  nine-month  period
     ended  September  30, 2001 was the primary  contributor  to the increase in
     income tax expense in that period.

     The Company recorded a gain from  discontinued  operations  relating to the
     sale of its natural gas  operations of $5.5 million after tax, or $2.72 per
     basic and $2.46 per diluted share,  for the nine months ended September 30,
     2001  compared  with a gain of  $129,000  after tax,  or $.06 per basic and
     diluted share,  for the nine months ended  September 30, 2000. The reversal
     in 2001 of a reserve  established  when the Company disposed of its natural
     gas operations in 1997, as reported  above,  is the primary  contributor to
     the 2001 gain.


     Liquidity and Capital Resources

     At  September  30,  2001,  the  Company  had cash and cash  equivalents  of
     $346,000  compared with $159,000 at December 31, 2000. The Company had $2.4
     million of long-tem debt under its $18.5 million  revolving credit facility
     at September  30, 2001  compared  with $7.4  million of  long-term  debt at
     December 31, 2000.  This decrease in long-term  debt from December 31, 2000
     to September  30, 2001  resulted  from the  Company's use of cash flow from
     continuing  operations  to  reduce  its  borrowing  level.  The term of the
     revolving  credit  facility was extended two years during the third quarter
     of 2002 and expires on November 11, 2004.

     As  previously  discussed,  the  Company  recorded  a  non-cash  gain  from
     discontinued  operations  during the third quarter of 2001. The gain had no
     affect on the  Company's  cash  position or the balance of its  outstanding
     indebtedness and, as a result, it will not have any impact on earnings from
     continuing operations in future periods.

     The Company  believes  that its existing  cash and cash  equivalents,  cash
     flows from  operations,  borrowings  available  under the Company's  credit
     facility and debt financing, which the Company believes would be available,
     will be sufficient to fund the Company's cash requirements for at least 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
     revenue in the next several quarters,  regarding diluted earnings per share
     from continuing  operations for the year 2001, as well as future  liquidity
     and capital resources.


                                       10
<PAGE>


     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 to differ materially including, but
     not limited  to, the  following:  changing  economic,  market and  business
     conditions,  the  uncertainties  resulting from the events of September 11,
     2001,  acts  of war  or  terrorism,  market  acceptance  of  the  Company's
     products, the effects of governmental regulation, the impact of competition
     and new technologies,  slower-than-anticipated introduction of new products
     or  implementation  of  marketing  strategies,  changes  in the  prices  or
     availability of raw materials, changes in product mix, product recalls, the
     ability  to  attract  and retain  qualified  personnel  and the loss of any
     significant  customer.  In  addition,  assumptions  relating to  budgeting,
     marketing,   product   development  and  other  management   decisions  are
     subjective in many respects and thus  susceptible  to  interpretations  and
     periodic review which may cause the Company to alter its marketing, capital
     expenditures  or other  budgets,  which in turn may  affect  the  Company's
     results of operations and financial condition.


                                       11
<PAGE>


                                     PART II

                                OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

        None

ITEM 2. CHANGES IN SECURITIES

        None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        None

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

        None

ITEM 5. OTHER INFORMATION

        None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a)  Exhibits

             None

        (b)  No  reports  on Form 8-K have been  filed  during  the  quarter
             ended September 30, 2001.


                                       12
<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:  November 13, 2001                        /s/ Emile A. Battat
                                                     ---------------------------
                                                     Emile A. Battat
                                                     Chairman, President and
                                                     Chief Executive Officer



     Date:  November 13, 2001                        /s/ Jeffery Strickland
                                                     ---------------------------
                                                     Jeffery Strickland
                                                     Vice President and
                                                     Chief Financial Officer