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 September 30, 2005

                                       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.
                                        YES    X                NO
                                            ---------               ---------

Indicate by check whether the registrant is an accelerated  filer (as defined in
Rule 12b-2 of the Exchange Act).        YES                     NO      X
                                            ---------               ---------

Indicate by check whether the  registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).             YES                     NO      X
                                            ---------               ---------
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                         October 27, 2005
---------------------------------------  ---------------------------------------
Common stock, Par Value $0.10 per share                 1,832,507



<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 and Nine Months Ended
                  September 30, 2005 and 2004                                  3


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


                Consolidated Statements of Cash Flows (Unaudited)
                  For the Nine Months Ended
                  September 30, 2005 and 2004                                  5


                Notes to Consolidated Financial Statements (Unaudited)         6

   Item 2.  Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                        9

PART II.  Other Information                                                   14

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

SIGNATURES                                                                    15



                                       1


<PAGE>

                                     PART I


                              FINANCIAL INFORMATION







                                       2

<PAGE>

Item 1. Financial Statements

                       ATRION CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                  <C>                <C>             <C>             <C>

                                                                    Three Months Ended                    Nine Months Ended
                                                                       September 30,                        September 30,
                                                              --------------------------------    ----------------------------------
                                                                   2005              2004              2005               2004

                                                                            (in thousands, except per share amounts)

Revenues                                                       $    18,338        $    16,704      $    55,085        $    49,910
Cost of goods sold                                                  11,377             10,506           33,297             31,691
                                                               -----------        -----------      -----------        -----------
Gross profit                                                         6,961              6,198           21,788             18,219
                                                               -----------        -----------      -----------        -----------

Operating expenses:
   Selling                                                           1,378              1,223            4,231              4,055
   General and administrative                                        1,925              2,170            6,144              6,270
   Research and development                                            547                588            1,752              1,712
                                                               -----------        -----------      -----------        -----------
                                                                     3,850              3,981           12,127             12,037
                                                               -----------        -----------      -----------        -----------
Operating income                                                     3,111              2,217            9,661              6,182
                                                               -----------        -----------      -----------        -----------

Other income:
   Interest income                                                       7                 11               32                 33
   Interest expense                                                    (18)               (23)             (61)               (66)
   Other income (expense), net                                           2                 --               10                 45
                                                               -----------        -----------      -----------        -----------
                                                                        (9)               (12)             (19)                12
                                                               -----------        -----------      -----------        -----------
Income from continuing operations before provision for
    income taxes                                                     3,102              2,205            9,642              6,194

Provision for income taxes                                            (861)              (449)          (2,999)            (1,708)
                                                               -----------        -----------      -----------        -----------

Income from continuing operations                                    2,241              1,756            6,643              4,486
Gain on disposal of discontinued operations, net of income
    taxes                                                               --                 --              165                165
                                                               -----------        -----------      -----------        -----------
Net income                                                     $     2,241        $     1,756      $     6,808        $     4,651
                                                               ===========        ===========      ===========        ===========

Income per basic share:
   Income from continuing operations                           $      1.23        $      1.02      $      3.73        $      2.62
   Gain on disposal of discontinued operations                          --                 --             0.09               0.10
                                                               -----------        -----------      -----------        -----------
                                                               $      1.23        $      1.02      $      3.82        $      2.72
                                                               ===========        ===========      ===========        ===========


Weighted average basic shares outstanding                            1,829              1,716            1,781              1,710
                                                               ===========        ===========      ===========        ===========

Income per diluted share:
   Income from continuing operations                           $      1.15        $       .95      $      3.47        $      2.43
   Gain on disposal of discontinued operations                                                            0.09               0.09
                                                               -----------        -----------      -----------        -----------
                                                               $      1.15        $       .95      $      3.56        $      2.52
                                                               ===========        ===========      ===========        ===========


Weighted average diluted shares outstanding                          1,953              1,854            1,915              1,849
                                                               ===========        ===========      ===========        ===========

Dividends per common share                                     $      0.17        $      0.14      $      0.45        $      0.38
                                                               ===========        ===========      ============       ===========
</TABLE>

The accompanying notes are an integral part of these statements.



                                       3

<PAGE>

                       ATRION CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                    (in thousands, except per share amounts)
<TABLE>
<CAPTION>
<S>                                                                                      <C>                    <C>
                                                                                  September 30,
                                                                                     2005                    December 31,
Assets                                                                            (unaudited)                    2004
------                                                                           --------------             --------------
Current assets:
   Cash and cash equivalents                                                     $          430             $          255
   Accounts receivable                                                                    8,957                      7,588
   Inventories                                                                           17,156                     14,013
   Deposit on land purchase                                                                  --                     3,750
   Prepaid expenses                                                                       1,039                      1,028
   Other                                                                                  1,039                      1,039
                                                                                 --------------             --------------
                                                                                         28,621                     27,673
                                                                                 --------------             --------------


Property, plant and equipment                                                            60,199                     50,402
Less accumulated depreciation and amortization                                           27,725                     25,071
                                                                                 --------------             --------------
                                                                                         32,474                     25,331
                                                                                 --------------             --------------

Other assets and deferred charges:
   Patents                                                                                1,552                      1,714
   Goodwill                                                                               9,730                      9,730
   Other                                                                                  4,049                      2,960
                                                                                 --------------             --------------
                                                                                         15,331                     14,404
                                                                                 --------------             --------------

                                                                                 $       76,426             $       67,408
                                                                                 ==============             ==============

Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
   Accounts payable and accrued liabilities                                      $        7,487             $        7,146
   Accrued income and other taxes                                                         1,330                      1,321
                                                                                 --------------             --------------
                                                                                          8,817                      8,467
                                                                                 --------------             --------------
Line of credit                                                                            1,953                      2,936

Other non-current liabilities                                                             5,632                      5,402

Stockholders' equity:
   Common shares, par value $0.10 per share; authorized
      10,000 shares, issued 3,420 shares                                                    342                        342
   Paid-in capital                                                                       12,493                     10,013
   Retained earnings                                                                     80,480                     74,479
   Treasury shares,1,588 at September 30, 2005 and 1,701
      at December 31, 2004, at cost                                                     (33,291)                   (34,231)
                                                                                 --------------             --------------
       Total stockholders' equity                                                        60,024                     50,603
                                                                                 --------------             --------------


                                                                                 $       76,426             $      67,408
                                                                                 ==============             ==============
</TABLE>

The accompanying notes are an integral part of these statements.



                                       4

<PAGE>

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

                                                                                         Nine Months Ended
                                                                                           September 30,
                                                                           ---------------------------------------------
                                                                                  2005                      2004
                                                                           -------------------       -------------------

Cash flows from operating activities:
   Net income                                                                $       6,808             $       4,651
   Adjustments to reconcile net income to
      net cash provided by operating activities:
        Gain on disposal of discontinued operations                                   (165)                     (165)
        Depreciation and amortization                                                3,328                     3,732
        Deferred income taxes                                                          206                       297
        Tax benefit related to stock plans                                           1,180                        43
        Other                                                                           10                         1
                                                                             -------------             -------------
                                                                                    11,367                     8,559
    Change in operating assets and liabilities:
        Accounts receivable                                                         (1,369)                   (1,874)
        Inventories                                                                 (3,143)                   (1,733)
        Prepaid expenses                                                               (11)                      526
        Other non-current assets                                                    (1,088)                      409
        Accounts payable and current liabilities                                       341                     2,257
        Accrued income and other taxes                                                   9                       228
        Other non-current liabilities                                                   24                        34
                                                                             -------------             -------------
    Net cash provided by continuing operations                                       6,130                     8,406
    Net cash provided by discontinued operations                                       165                       165
                                                                             -------------             -------------
                                                                                     6,295                     8,571
                                                                             -------------             -------------
Cash flows from investing activities:
  Property, plant and equipment additions                                          (10,340)                   (4,052)
  Deposit on land purchase                                                           3,750                    (3,750)
  Property, plant and equipment sales                                                   21                        --
                                                                             -------------             -------------
                                                                                    (6,569)                   (7,802)
                                                                             -------------             -------------

Cash flows from financing activities:
  Net change in line of credit                                                        (983)                     (253)
  Purchase of treasury stock                                                            --                       (84)
  Issuance of common stock                                                           2,239                       367
  Dividends                                                                           (807)                     (651)
                                                                             --------------            --------------
                                                                                       449                      (621)
                                                                             --------------            --------------

Net change in cash and cash equivalents                                                175                       148
Cash and cash equivalents at beginning of period                                       255                       298
                                                                             --------------            --------------
Cash and cash equivalents at end of period                                   $         430             $         446
                                                                             ==============            ==============



Cash paid for:
  Interest                                                                   $          63             $          68
  Income taxes                                                               $       1,835             $         635
</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):

                                              September 30,         December 31,
                                                  2005                  2004
--------------------------------------------------------------------------------
Raw materials                             $        6,695      $        5,665
Finished goods                                     5,671               4,595
Work in process                                    4,790               3,753
--------------------------------------------------------------------------------
Total inventories                         $       17,156      $       14,013
--------------------------------------------------------------------------------

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

                                Three months ended            Nine months ended
                                  September 30,                  September 30,
                                2005          2004            2005          2004
                               -------------------           -------------------
                                  (in thousands, except per share amounts)

Income from continuing
 operations                    $ 2,241     $ 1,756           $ 6,643     $ 4,486
                               ===================           ===================

Weighted average basic shares
 outstanding
                                 1,829       1,716             1,781       1,710

Add: Effect of dilutive
 securities (options)              124         138               134         139
                               -------------------           -------------------

Weighted average diluted shares
 outstanding                     1,953       1,854             1,915       1,849
                               ===================           ===================

Earnings per share from
  continuing operations:

        Basic                  $  1.23     $  1.02           $  3.73     $  2.62
                               ===================           ===================

        Diluted                $  1.15     $  0.95           $  3.47        2.43
                               ===================           ===================

     Outstanding  options that were not included in the diluted income per share
     calculation  because their effect would be  anti-dilutive  totaled zero for
     the  three-month  periods ended  September 30, 2005 and September 30, 2004,
     and zero and 34,667 for the nine-month periods ended September 30, 2005 and
     September 30, 2004, respectively.



                                       6

<PAGE>

(4)  Stock-Based Compensation
     At  September  30,  2005,   the  Company  had  two   stock-based   employee
     compensation  plans.  The  Company  accounts  for  those  plans  under  the
     recognition  and  measurement  provisions  of Accounting  Principles  Board
     Opinion No. 25,  "Accounting  for Stock Issued to  Employees,"  and related
     interpretations.  No stock-based employee compensation cost is reflected in
     net income,  as all options granted under those plans had an exercise price
     equal to the market  value of the  underlying  common  stock on the date of
     grant.

     In December 2004, the Financial  Accounting Standards Board ("FASB") 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 material.

     The  following  table  illustrates  the effect on net income and income per
     share if the Company had applied the fair value  recognition  provisions of
     FASB  SFAS  No.  123,   "Accounting  for  Stock-Based   Compensation,"   to
     stock-based employee compensation:
<TABLE>
<CAPTION>
<S>                                                  <C>            <C>                   <C>            <C>

                                                     Three Months ended                   Nine Months ended
                                                        September 30,                       September 30,
                                               --------------------------------    --------------------------------
                                                    2005              2004              2005              2004
                                               ---------------    -------------    ---------------    -------------
                                                            (in thousands, except per share amounts)

Net income, as reported                        $     2,241        $     1,756      $     6,808        $     4,651
Deduct: Total stock-based employee
    compensation expense determined under
    fair value-based methods for all awards,
    net of tax effects                                  10                153              121                640
                                               ---------------    -------------    ---------------    -------------
Pro forma net income                           $     2,231        $     1,603      $     6,687        $     4,011
                                               ===============    =============    ===============    =============
Income per share:
    Basic - as reported                        $      1.23        $      1.02      $      3.82        $      2.72
                                               ===============    =============    ===============    =============
    Basic - pro forma                          $      1.22        $      0.93      $      3.76        $      2.35
                                               ===============    =============    ===============    =============

    Diluted - as reported                      $      1.15        $      0.95      $      3.56        $      2.52
                                               ===============    =============    ===============    =============
    Diluted - pro forma                        $      1.14        $      0.86      $      3.49        $      2.17
                                               ===============    =============    ===============    =============
</TABLE>



                                       7



<PAGE>

(5)  Pension Benefits
     The  components  of net periodic  pension cost are as follows for the three
     and nine  months  ended  September  30,  2005 and  September  30,  2004 (in
     thousands):
<TABLE>
<CAPTION>
<S>                                                     <C>             <C>             <C>             <C>

                                                     Three Months ended                   Nine Months ended
                                                        September 30,                       September 30,
                                               --------------------------------    --------------------------------
                                                    2005              2004              2005              2004
                                               ---------------    -------------    ---------------    -------------
Service cost                                   $       67         $       60       $      201         $      180
Interest cost                                          80                 78              240                234
Expected return on assets                            (114)              (106)            (342)              (318)
Prior service cost amortization                        (9)                (9)             (27)               (27)
Actuarial loss                                         27                 26               81                 78
Transition amount amortization                        (11)               (11)             (33)               (33)
                                               ---------------    -------------    ---------------    -------------
Net periodic pension cost                      $       40         $       38       $      120         $      114
                                               ===============    =============    ===============    =============
</TABLE>


(6)  Recent Accounting Pronouncements
     In  November  2004,  the FASB  issued  Statement  of  Financial  Accounting
     Standard  151,  Inventory  Costs,  an amendment  of ARB 43,  Chapter 4. The
     standard requires that abnormal amounts of idle capacity and spoilage costs
     should be excluded from the cost of inventory  and expensed when  incurred.
     The  provision is effective  for fiscal  periods  beginning  after June 15,
     2005.  The Company does not expect the adoption of this  standard to have a
     material  effect on its financial  position,  results of operations or cash
     flows.



                                       8

<PAGE>

                       ATRION CORPORATION AND SUBSIDIARIES

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

     Overview

     The Company designs, develops, manufactures, markets, sells and distributes
     products  and  components,  primarily  for  the  medical  and  health  care
     industry.  The Company markets components to other equipment  manufacturers
     for   incorporation  in  their  products  and  sells  finished  devices  to
     physicians,  hospitals,  clinics and other treatment centers. The Company's
     products and services primarily range from ophthalmology and cardiovascular
     products to fluid  delivery  devices,  contract  manufacturing  and kitting
     services.

     The  Company's  products  are used in a wide  variety  of  applications  by
     numerous  customers.  The  Company  encounters  competition  in  all of its
     markets and  competes  primarily  on the basis of product  quality,  price,
     engineering, customer service and delivery time.

     For the three  months  ended  September  30,  2005,  the  Company  reported
     revenues of $18.3 million,  operating income of $3.1 million and net income
     of $2.2 million,  up 10 percent,  40 percent and 28 percent,  respectively,
     from the three months ended  September 30, 2004.  For the nine months ended
     September  30,  2005,  the  Company  reported  revenues  of $55.1  million,
     operating  income of $9.7  million  and net income of $6.8  million,  up 10
     percent,  56 percent  and 46  percent,  respectively,  from the nine months
     ended September 30, 2004.

     Results for the three months ended September 30, 2005
     The Company's net income for the three months ended  September 30, 2005 was
     $2.2 million, or $1.23 per basic and $1.15 per diluted share, compared with
     net income for the three months ended  September  30, 2004 of $1.8 million,
     or $1.02 per basic and $0.95 per diluted share.  The income per basic share
     computations  are based on weighted  average  basic shares  outstanding  of
     1,828,886 in the 2005 period and  1,715,991 in the 2004 period.  The income
     per diluted share computations are based on weighted average diluted shares
     outstanding  of  1,952,700  in the 2005  period and  1,853,860  in the 2004
     period.

     Consolidated  revenues of $18.3  million for the third quarter of 2005 were
     10 percent  higher than  revenues of $16.7 million for the third quarter of
     2004.  This  increase  in revenues  for the third  quarter of 2005 over the
     third quarter of 2004 is primarily attributable to a 20 percent increase, a
     17 percent  increase  and an 8 percent  increase in the  revenues  from the
     Company's  cardiovascular  products,  fluid  delivery  products  and  other
     products,  respectively.  These increases, which are generally attributable
     to higher sales volumes,  are partially  offset by a 7 percent  decrease in
     the revenues from the Company's ophthalmic products.  Cost of goods sold of
     $11.4  million for the third  quarter of 2005 was 8 percent  higher than in
     the comparable 2004 period primarily as a result of increased sales volume.

     Gross profit of $7.0 million in the third quarter of 2005 was $763,000,  or
     12 percent,  higher than in the comparable 2004 period. The Company's gross
     profit percentage in the third quarter of 2005 was 38.0 percent of revenues
     compared with 37.1 percent of revenues in the third  quarter of 2004.  This
     increase in gross profit  percentage  is  primarily  related to a change in
     product mix and the favorable impact of manufacturing efficiencies and cost
     improvement projects in 2005.



                                       9

<PAGE>

     The Company's  third-quarter  2005 operating  expenses of $3.9 million were
     $131,000  lower than the operating  expenses for the third quarter of 2004,
     resulting  from a $245,000  decrease  in general and  administrative  (G&A)
     expenses and a $41,000 decrease in research and development  (R&D) expenses
     partially offset by a $155,000 increase in selling  expenses.  The decrease
     in G&A expenses for the third quarter of 2005 is primarily  attributable to
     reduced  legal costs  partially  offset by  increases  in costs  related to
     information   technology   enhancements  and  increases  in  other  outside
     services. The increase in selling expenses for the third quarter of 2005 is
     primarily   attributable  to  increases  in  travel-related   expenses  and
     promotion and advertising  expenses.  Operating income in the third quarter
     of 2005  increased  $894,000,  or 40  percent,  to $3.1  million  from $2.2
     million in the third quarter of 2004.  Operating income was 17.0 percent of
     revenues in the third  quarter of 2005 compared to 13.3 percent of revenues
     in the third  quarter  of 2004.  The  improvement  in  operating  income is
     primarily attributable to the previously mentioned gross profit improvement
     and the decrease in operating expenses.

     Interest  expense  for the third  quarter of 2005 was  $18,000  compared to
     interest  expense of $23,000  for the same  period in the prior  year.  The
     decrease in the 2005 period from the 2004 period is primarily  attributable
     to the Company's lower average borrowing level in the current-year period.

     Income tax expense for the third  quarter of 2005 was $861,000  compared to
     income tax expense of $449,000  for the same period in the prior year.  The
     effective tax rate for the third quarter of 2005 was 27.7 percent  compared
     with 20.4  percent  for the third  quarter of 2004.  The  higher  effective
     income  tax rate for the third  quarter  of 2005 is  primarily  a result of
     benefits  from tax  incentives  for  exports and R&D  expenditures  being a
     smaller  percentage  of  taxable  income  in  2005  than  in  2004  and the
     recognition of capital loss carryforward benefits in 2004.

     Results for the nine months ended September 30, 2005
     Consolidated net income,  including discontinued  operations,  totaled $6.8
     million,  or $3.82 per basic and $3.56 per diluted share, in the first nine
     months of 2005. This is compared with  consolidated  net income,  including
     discontinued operations,  of $4.7 million, or $2.72 per basic and $2.52 per
     diluted share, in the first nine months of 2004. The income per basic share
     computations  are based on weighted  average  basic shares  outstanding  of
     1,780,822 in the 2005 period and  1,709,663 in the 2004 period.  The income
     per diluted share computations are based on weighted average diluted shares
     outstanding  of  1,915,087  in the 2005  period and  1,848,826  in the 2004
     period.

     Consolidated  revenues  of $55.1  million for the first nine months of 2005
     were 10 percent  higher than  revenues of $49.9  million for the first nine
     months of 2004. This increase in revenues for the first nine months of 2005
     over  the  first  nine  months  of 2004  is  primarily  attributable  to an
     approximate  17  percent  increase,  17  percent  increase  and 10  percent
     increase in the revenues from the Company's  cardiovascular products, fluid
     delivery products and other products,  respectively. These increases, which
     are generally attributable to higher sales volumes, are partially offset by
     an  approximate  4 percent  decrease  in the  revenues  from the  Company's
     ophthalmic products.



                                       10

<PAGE>

     Cost of goods sold of $33.3 million for the first nine months of 2005 was 5
     percent  higher than in the  comparable  2004  period.  An improved  mix of
     product  sales toward  products  with lower costs  coupled  with  favorable
     manufacturing  efficiencies  brought on by increased  volumes and continued
     manufacturing cost improvement  projects held the increase in cost of goods
     sold to 5 percent.

     Gross  profit of $21.8  million in the first  nine  months of 2005 was $3.6
     million,  or 20 percent,  higher than in the  comparable  2004 period.  The
     Company's gross profit percentage in the first nine months of 2005 was 39.6
     percent of  revenues  compared  with 36.5  percent of revenues in the first
     nine months of 2004. This increase in gross profit  percentage is primarily
     related  to the  favorable  change  in the  mix of  products  sold  and the
     favorable  impact  of  manufacturing   efficiencies  and  cost  improvement
     projects.

     The Company's operating expenses of $12.1 million for the first nine months
     of 2005 were $90,000 higher than the operating  expenses for the first nine
     months of 2004. This resulted from a $176,000 increase in selling expenses,
     a $40,000 decrease in R&D expenses and a $126,000 decrease in G&A expenses.
     The  increase  in selling  expenses  for the first  nine  months of 2005 is
     primarily  attributable  to increased  travel-related  costs and  increased
     advertising  and promotion  expenses.  The decrease in G&A expenses for the
     first nine  months of 2005 is  primarily  related to  reduced  legal  costs
     partially  offset  by  increases  in  compensation  and  costs  related  to
     information  technology  enhancements.  Operating  income in the first nine
     months of 2005 increased $3.5 million,  or 56 percent, to $9.7 million from
     $6.2  million in the first nine months of 2004.  Operating  income was 17.5
     percent of  revenues  in the first  nine  months of 2005  compared  to 12.4
     percent of revenues in the first nine months of 2004.  The  improvement  in
     operating  income is primarily  attributable  to the  previously  mentioned
     gross  profit  improvement  partially  offset by the  increase in operating
     expenses.

     Income  tax  expense  for the first  nine  months of 2005 was $3.0  million
     compared to income tax  expense of $1.7  million for the same period in the
     prior year. The effective income tax rate for the first nine months of 2005
     was 31.1  percent  compared  with 27.6 percent for the first nine months of
     2004.

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


     Liquidity and Capital Resources
     At  September  30,  2005,  the  Company  had cash and cash  equivalents  of
     $430,000  compared  with  $255,000 at December  31,  2004.  The Company had
     outstanding  borrowings  of $2.0  million  under its $25 million  revolving
     credit facility ("Credit  Facility") at September 30, 2005 and $2.9 million
     at December 31, 2004. The Credit Facility, which expires November 11, 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 September 30, 2005, the Company was in
     compliance with all financial covenants.



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<PAGE>

     Cash flows from continuing  operations  generated $6.1 million for the nine
     months  ended  September  30, 2005 as compared to $8.4 million for the nine
     months ended  September 30, 2004. The primary  contributor to this decrease
     was an increase  in  inventory.  During the first nine months of 2005,  the
     Company  expended  $10.3  million for the addition of  property,  plant and
     equipment.  The Company reduced its outstanding borrowings under the Credit
     Facility by  $983,000.  The Company  received  net proceeds of $2.2 million
     from the  exercise of stock  options  during the first nine months of 2005.
     During the first nine months of 2005 the Company  paid  dividends  totaling
     $807,000 to its stockholders.

     Of the $10.3  million  expended  for the  addition of  property,  plant and
     equipment  during  2005,  the Company  has  expended  $5.0  million for the
     construction of a new Florida  facility for its  Halkey-Roberts  operation,
     including  $3.75  million for the  purchase of ten acres of land to be used
     for this construction. The Company anticipates spending an additional $14.0
     to $16.0 million for the  construction  of an expanded new facility at this
     site.  The Company  expects to complete the  construction  of this facility
     around mid-year 2006.

     As of September 30, 2005, the Company had working capital of $19.8 million,
     including  $430,000 in cash and cash equivalents.  The $598,000 increase in
     working capital during the first nine months of 2005 was primarily  related
     to increases in inventories and accounts  receivables  offset by a decrease
     in prepaid expenses. The $3.1 million increase in inventories was primarily
     attributable  to a program to purchase  critical  raw  materials  in larger
     volumes to take advantage of quantity discounts and to hedge against future
     price increases.  In addition,  the Company began to increase its inventory
     of finished goods to reflect  increasing sales and to assure  uninterrupted
     deliveries  to  the  Company's  customers  when  the  Florida  facility  is
     relocated next year to a new plant in St. Petersburg, Florida. The increase
     in accounts  receivable is primarily  related to increased  sales volume in
     the third quarter of 2005 as compared with the fourth  quarter of 2004. The
     decrease in prepaid expenses is primarily  related to the completion of the
     purchase of ten acres of land for a new facility which the Company had made
     a $3.75 million deposit.

     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. These
     statements involve risks and  uncertainties.  The following are some of the



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<PAGE>

     factors that could cause  actual  results to differ  materially  from those
     expressed  in  or  underlying  the  Company's  forward-looking  statements:
     changing economic, market and business conditions; market acceptance of the
     Company's products; the effects of governmental regulation;  acts of war or
     terrorism;   competition  and  new  technologies;   slower-than-anticipated
     introduction  of new products or  implementation  of marketing  strategies;
     changes in the prices or availability of raw materials;  changes in product
     mix; product liability and patent  infringement claims and product recalls;
     the ability to attract and retain  qualified  personnel and the loss of any
     significant  customer.  In  addition,  assumptions  relating to  budgeting,
     marketing,   product   development  and  other  management   decisions  are
     subjective in many respects and thus  susceptible  to  interpretations  and
     periodic review which may cause the Company to alter its marketing, capital
     expenditures  or other  budgets,  which in turn may  affect  the  Company's
     results of operations and financial condition.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     For the quarter ended  September 30, 2005,  the Company did not  experience
     any material  changes in market risk exposures that affect the quantitative
     and qualitative  disclosures  presented in the Company's 2004 Annual Report
     on Form 10K.

Item 4.  Controls and Procedures

     With the participation of management, the Company's Chief Executive Officer
     and  its  Chief  Financial  Officer  evaluated  the  effectiveness  of  the
     Company's  disclosure  controls and  procedures  as of September  30, 2005.
     Based upon this evaluation, the Chief Executive Officer and Chief Financial
     Officer concluded that the Company's disclosure controls and procedures are
     effective in timely alerting them to material  information  relating to the
     Company (including its consolidated  subsidiaries) required to be disclosed
     by the Company in the reports  that the Company  files with the  Securities
     and Exchange Commission.

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



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<PAGE>

                                     PART II

                                OTHER INFORMATION

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

          (a) Exhibits

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

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

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

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

          (b)  Reports on Form 8-K

               On July 29, 2005, the Company filed a report on Form 8-K with the
               SEC  regarding  the  public  dissemination  of  a  press  release
               announcing  its  financial  results for the second  quarter ended
               June 30, 2005.



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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: November 11, 2005                           /s/ Emile A. Battat
                                                       -------------------------
                                                       Emile A. Battat
                                                       Chairman, President and
                                                       Chief Executive Officer



     Date: November 11, 2005                           /s/ Jeffery Strickland
                                                       -------------------------
                                                       Jeffery Strickland
                                                       Vice President and
                                                       Chief Financial Officer



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