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, 2006

                                       or

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

                         Commission File Number 0-10763

                               Atrion Corporation
             (Exact Name of Registrant as Specified in its Charter)

             Delaware                                63-0821819
----------------------------------      --------------------------------------
 (State or Other Jurisdiction of        (I.R.S. Employer 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. [X] Yes [_] No

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

  Large accelerated filer [_] Accelerated filer [X] Non-accelerated filer [_]

Indicate by check whether the  registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes 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                        November 1, 2006
---------------------------------------  --------------------------------------
Common stock, Par Value $0.10 per share                1,871,057


<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, 2006 and 2005                           3


                     Consolidated Balance Sheets
                         September 30, 2006 (Unaudited) and December 31, 2005  4


                     Consolidated Statements of Cash Flows (Unaudited)
                         For the Nine Months Ended
                         September 30, 2006 and 2005                           5


                     Notes to Consolidated Financial Statements (Unaudited)    6

       Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of
                  Operations                                                  12

       Item 3.  Quantitative and Qualitative Disclosures About Market Risk    17

       Item 4.  Controls and Procedures                                       17

PART II.      Other Information                                               18

       Item 6.     Exhibits and Reports on
                     Form 8-K                                                 18

SIGNATURES                                                                    19

Exhibits                                                                      20

                                       1
<PAGE>




                                     PART I


                              FINANCIAL INFORMATION






<PAGE>



Item 1. Financial Statements

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

                                                       Three Months Ended                    Nine Months Ended
                                                          September 30,                        September 30,
                                                  ------------------------------      ------------------------------
                                                      2006              2005              2006               2005
                                                               (in thousands, except per share amounts)
<S>                                               <C>                <C>              <C>                <C>
Revenues                                          $    19,290        $    18,338      $    59,641        $    55,085
Cost of goods sold                                     11,803             11,377           36,033             33,297
                                                  -----------        -----------      -----------        -----------
Gross profit                                            7,487              6,961           23,608             21,788
                                                  -----------        -----------      -----------        -----------
Operating expenses:
   Selling                                              1,415              1,378            4,631              4,231
   General and administrative                           2,190              1,925            6,541              6,144
   Research and development                               696                547            2,072              1,752
                                                  -----------        -----------      -----------        -----------
                                                        4,301              3,850           13,244             12,127
                                                  -----------        -----------      -----------        -----------
Operating income                                        3,186              3,111           10,364              9,661
                                                  -----------        -----------      -----------        -----------
Other income:
   Interest income                                          5                  7               26                 32
   Interest expense                                       (58)               (18)             (58)               (61)
   Other income (expense), net                             (4)                 2              (26)                10
                                                  -----------        -----------      -----------        -----------
                                                          (57)                (9)             (58)               (19)
                                                  -----------        -----------      -----------        -----------
Income from continuing operations
  before provision for
    income taxes                                        3,129              3,102           10,306              9,642

Provision for income taxes                               (433)              (861)          (2,685)            (2,999)
                                                  -----------        -----------      -----------        -----------
Income from continuing operations                       2,696              2,241            7,621              6,643
Gain on disposal of discontinued
  operations, net of income
    taxes                                                  --                 --              165                165
                                                  -----------        -----------      -----------        -----------
Net income                                        $     2,696        $     2,241      $     7,786        $     6,808
                                                  ===========        ===========      ===========        ===========
Income per basic share:
   Income from continuing operations              $      1.45        $      1.23      $      4.13        $      3.73
   Gain on disposal of
    discontinued operations                                --                 --             0.09               0.09
                                                  -----------        -----------      -----------        -----------
                                                  $      1.45        $      1.23      $      4.22        $      3.82
                                                  ===========        ===========      ===========        ===========
Weighted average basic
  shares outstanding                                    1,858              1,829            1,846              1,781
                                                  ===========        ===========      ===========        ===========
Income per diluted share:
   Income from continuing operations              $      1.38        $      1.15      $      3.91        $      3.47
   Gain on disposal of discontinued operations             --                 --             0.08               0.09
                                                  -----------        -----------      -----------        -----------
                                                  $      1.38        $      1.15      $      3.99        $      3.56
                                                  ===========        ===========      ===========        ===========
Weighted average diluted shares outstanding             1,960              1,953            1,951              1,915
                                                  ===========        ===========      ===========        ===========
Dividends per common share                        $      0.20        $      0.17      $      0.54        $      0.45
                                                  ===========        ===========      ===========        ===========
</TABLE>

The accompanying notes are an integral part of these statements.

                                        3

<PAGE>

<TABLE>
<CAPTION>
                       ATRION CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)
                                                         September, 30
                                                              2006            December 31,
Assets                                                    (unaudited)            2005
------                                                    -----------            ----
Current assets:
<S>                                                        <C>                 <C>
   Cash and cash equivalents                               $    234            $    525
   Accounts receivable                                        9,541               8,291
   Inventories                                               18,278              17,705
   Prepaid expenses                                           1,053                 832
   Other                                                        620                 620
                                                           --------            --------
                                                             29,726              27,973
                                                           --------            --------


Property, plant and equipment                                81,114              63,041
Less accumulated depreciation and amortization               30,621              27,787
                                                           --------            --------
                                                             50,493              35,254
                                                           --------            --------

Other assets and deferred charges:
   Patents                                                    2,341               2,331
   Goodwill                                                   9,730               9,730
   Other                                                      3,031               3,182
                                                           --------            --------
                                                             15,102              15,243
                                                           --------            --------

                                                           $ 95,321            $ 78,470
                                                           ========            ========

Liabilities and Stockholders' Equity
------------------------------------


Current liabilities:
   Accounts payable and accrued liabilities                $  8,096            $  7,128
   Accrued income and other taxes                               712               1,098
                                                           --------            --------
                                                              8,808               8,226
                                                           --------            --------

Line of credit                                               11,647               2,529

Other non-current liabilities                                 6,030               5,820

Stockholders' equity:
   Common shares, par value $0.10 per share; authorized
      10,000 shares, issued 3,420 shares                        342                 342
   Paid-in capital                                           13,853              12,508
   Retained earnings                                         89,104              82,318
   Treasury shares,1,559 at September 30, 2006 and 1,586
   at December 31, 2005, at cost                            (34,463)            (33,273)
                                                           --------            --------
                                                             68,836              61,895
                                                           --------            --------


                                                           $ 95,321            $ 78,470
                                                           ========            ========

</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>
                                                                                      Nine Months Ended
                                                                                        September 30,
                                                                             ---------------------------------------
                                                                                  2006                      2005
                                                                             -------------             -------------

Cash flows from operating activities:
<S>                                                                          <C>                       <C>
   Net income                                                                $       7,786             $       6,808
   Adjustments to reconcile net income to
      net cash provided by operating activities:
        Gain on disposal of discontinued operations                                   (165)                     (165)
        Depreciation and amortization                                                3,555                     3,328
        Deferred income taxes                                                          179                       206
        Tax benefit related to stock options                                            --                     1,180
        Stock based compensation expense                                                61                        --
        Other                                                                           33                        10
                                                                             -------------             -------------
                                                                                    11,449                    11,367

    Changes in operating assets and liabilities:
        Accounts receivable                                                         (1,250)                   (1,369)
        Inventories                                                                   (573)                   (3,143)
        Prepaid expenses                                                              (221)                      (11)
        Other non-current assets                                                       (99)                   (1,088)
        Accounts payable and accrued liabilities                                       968                       341
        Accrued income and other taxes                                                (386)                        9
        Other non-current liabilities                                                   31                        24
                                                                             -------------             -------------
    Net cash provided by continuing operations                                       9,919                     6,130
    Net cash provided by discontinued operations                                       165                       165
                                                                             -------------             -------------
                                                                                    10,084                     6,295
                                                                             -------------             -------------

Cash flows from investing activities:
  Property, plant and equipment additions                                          (18,589)                  (10,340)
  Deposit on land purchase                                                              --                     3,750
  Property, plant and equipment sales                                                    3                        21
                                                                             -------------             -------------
                                                                                   (18,586)                   (6,569)
                                                                             -------------             -------------

Cash flows from financing activities:
  Net change in line of credit                                                       9,118                      (983)
  Exercise of stock options                                                          1,029                     2,239
  Purchase of treasury stock                                                        (1,594)                       --
  Tax benefit related to stock options                                                 658                        --
  Dividends paid                                                                    (1,000)                     (807)
                                                                             -------------             -------------
                                                                                     8,211                       449
                                                                             -------------             -------------

Net change in cash and cash equivalents                                               (291)                      175
Cash and cash equivalents at beginning of period                                       525                       255
                                                                             -------------             -------------
Cash and cash equivalents at end of period                                   $         234             $         430
                                                                             =============             =============



Cash paid for:
  Interest (net of capitalization)                                           $          58             $          63
  Income taxes                                                               $       2,552             $       1,835

</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 and its subsidiaries (the "Company").
         Such  adjustments  consist of normal  recurring items. The accompanying
         financial   statements  have  been  prepared  in  accordance  with  the
         instructions  to Form  10-Q  and  include  the  information  and  notes
         required by such instructions.  Accordingly, the consolidated financial
         statements  and notes thereto  should be read in  conjunction  with the
         financial  statements  and notes  included in the Company's 2005 Annual
         Report on Form 10-K.


(2)      Inventories
         Inventories  are  stated  at the  lower  of  cost  or  market.  Cost is
         determined by using the first-in, first-out method. The following table
         details the major components of inventories (in thousands):

                                               September 30, December 31,
                                             2006                     2005
------------------------------------------------------------------------------
Raw materials                          $        7,528      $        6,898
Work in process                                 4,178               4,291
Finished goods                                  6,572               6,516
------------------------------------------------------------------------------
Total inventories                      $       18,278      $       17,705
==============================================================================

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

<TABLE>
<CAPTION>
                                                          Three months ended                Nine months ended
                                                            September 30,                       September 30,
                                                           2006         2005                 2006          2005
                                                     -------------- ---------------     -------------- -------------
                                                                  (in thousands, except per share amounts)
<S>                                                   <C>            <C>                <C>            <C>
Income from continuing operations                     $       2,696  $       2,241      $        7,621 $       6,643
                                                      =============  =============      ============== =============
         Weighted average basic shares outstanding
                                                              1,858          1,829               1,846         1,781
         Add:  Effect of dilutive securities
            (options and restricted stock)                      102            124                 105           134
                                                      -------------  -------------      -------------- -------------
         Weighted average diluted shares
            outstanding                                       1,960          1,953               1,951         1,915
                                                      =============  =============      ============== =============
        Earnings per share from continuing
            operations:

          Basic                                       $        1.45  $        1.23      $        4.13  $        3.73
                                                      ============= ==============      ============== =============
          Diluted                                     $        1.38  $        1.15      $        3.91  $        3.47
                                                      ============= ==============      ============== =============
</TABLE>

        There were no  outstanding  options to purchase  shares of common  stock
        that were not  included  in the  diluted  income per share  calculations
        because  their effect would be  anti-dilutive  for the  three-month  and
        nine-month periods ended September 30, 2006 and 2005.
                                       6


<PAGE>


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


 (4)     Stock-Based Compensation
         At  September  30,  2006,  the Company had three  stock-based  employee
         compensation plans. Prior to January 1, 2006, the Company accounted for
         those  plans  under  the  recognition  and  measurement  provisions  of
         Accounting  Principles  Board  Opinion  No. 25,  "Accounting  for Stock
         Issued to  Employees,"  and  related  interpretations.  No  stock-based
         employee  compensation cost was reflected in net income, as all options
         granted  under those  plans had an  exercise  price equal to the market
         value of the underlying  common stock on the date of grant. The Company
         recorded  compensation  expense in the amount of approximately  $37,000
         for the three-month  period and $61,000 for the nine-month period ended
         September  30, 2006.  The Company  recognized  tax benefits  related to
         compensation  expense  of  approximately  $13,000  for the  three-month
         period and $14,000 for the nine-month period ended September 30, 2006.

         Effective  January 1, 2006, the Company  adopted the provisions of SFAS
         No. 123R,  "Accounting for Stock-based  Compensation" ("SFAS No. 123R")
         using the  modified-prospective  transition  method and the disclosures
         that follow are based on applying SFAS No. 123R.  Under this transition
         method,  compensation  expense  recognized  during  the  three and nine
         months ended September 30, 2006, included  compensation expense for all
         share-based  awards  granted prior to, but not yet vested as of January
         1, 2006,  based on the grant date fair value  estimated  in  accordance
         with  the  original  provisions  of  SFAS  No.  123,   "Accounting  for
         Stock-Based Compensation".  In accordance with the modified-prospective
         transition  method,  results  for  the  prior  periods  have  not  been
         restated.

         As a result of the adoption of SFAS No. 123R, the financial  results of
         the  Company  were  lower  than the  results  would have been under the
         previous   accounting  method  for  stock-based   compensation  by  the
         following amounts:


<TABLE>
<CAPTION>
                                                                  Nine months ended
                                                                 September 30, 2006
                                                                (in thousands , except
                                                                  per share amounts)
                                                                 -------------------
<S>                                                              <C>
          Income from continuing operations before income taxes       $ 43
                                                                 ===================
          Income from continuing operations and net income            $ 35
                                                                 ===================
          Basic and diluted earnings per share                        $.02
                                                                 ===================
</TABLE>

         Prior to the adoption of SFAS No. 123R all tax benefits  resulting from
         the exercise of stock options were reflected as operating cash flows in
         the Consolidated  Statements of Cash Flows. SFAS No. 123R requires that
         cash flows from the exercise of stock-based compensation resulting from
         tax  benefits in excess of  recognized  compensation  cost  (excess tax
         benefits) be  classified as financing  cash flows.  For the nine months
         ended  September  30,  2006,  $658,000 of such excess tax  benefits was
         classified as financing cash flows. For the nine months ended September
         30,  2005,  $1,180,000  of such excess tax  benefits  were  recorded as
         operating cash flows,  as was prescribed  prior to the adoption of SFAS
         No. 123R.

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

                                       7
<PAGE>

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

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

         During 2006,  the Company's  stockholders  approved the adoption of the
         Company's  2006 Equity  Incentive  Plan which provides for the grant to
         key  employees and  consultants  of incentive  and  nonqualified  stock
         options,  restricted  stock,  restricted  stock units,  deferred  stock
         units, stock appreciation rights and performance shares. Under the 2006
         Equity  Incentive  Plan,  100,000 shares,  in the aggregate,  of common
         stock were reserved for awards.  The purchase price of shares issued on
         the exercise of options must be at least equal to the fair market value
         of such shares on the date of grant.  The purchase price for restricted
         and performance  shares is fixed by the  Compensation  Committee of the
         Board of Directors.  The options granted become  exercisable and expire
         as  determined  by the  Compensation  Committee  except that  incentive
         options expire no later than 10 years after the date of grant.

         Option  transactions  for the three and nine months ended September 30,
         2006 are as follows:

<TABLE>
<CAPTION>

                                                             Three months ended                      Nine months ended
                                                             September 30, 2006                      September 30, 2006
                                                             ------------------                      ------------------

                                                                           Weighted                            Weighted
                                                                           Average                             Average
                                                           Shares       Exercise Price         Shares       Exercise Price
                                                        -------------- -----------------    -------------- ----------------
<S>                                                        <C>             <C>                    <C>          <C>

   Options  outstanding at the beginning of
      the period                                           176,051         $   25.64              225,100      $   24.86
          Granted                                           25,000         $   71.86               25,000      $   71.86
          Expired                                             -            $    -                    -         $    -
          Exercised                                         (3,751)        $   21.59              (52,800)     $   22.01
                                                        --------------                      --------------
   Options  outstanding  at the  end of the period         197,300         $   31.57              197,300      $   31.57
                                                        ==============                      ==============

         Exercisable options at September 30, 2006                                                172,300      $   25.73
</TABLE>


                                       8
<PAGE>

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


         Shares of restricted  stock have been awarded to certain key employees.
         Restrictions  lapse as the  shares  vest,  generally  over five  years.
         During the vesting period,  holders of the restricted stock have voting
         rights and earn  dividends,  but the shares may not be sold,  assigned,
         transferred,  pledged or  otherwise  encumbered.  Nonvested  shares are
         forfeited on termination of employment. Changes in restricted stock for
         the three and nine months ended September 30, 2006 were as follows:

<TABLE>
<CAPTION>
                                                        Three months ended                      Nine months ended
                                                        September 30, 2006                      September 30, 2006
                                                        ------------------                      ------------------
                                                                       Weighted                            Weighted
                                                                    Average Award                       Average Award
                                                        Shares      Date Fair Value        Shares       Date Fair Value
                                                    -------------- -----------------    -------------- -----------------
<S>                                                  <C>            <C>                   <C>           <C>
          Nonvested shares at the beginning of                         $    -                              $    -
            the period                                     -                                   -
                 Awarded                                 7,500         $   71.86             7,500         $ 71.86
                 Vested                                    -           $    -                  -           $    -
                 Forfeited                                 -           $    -                  -           $    -
                                                    --------------                      --------------
          Nonvested shares at the end of the
             period                                      7,500         $   71.86             7,500         $ 71.86
                                                    ==============                      ==============
</TABLE>


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

         The weighted average grant date fair value of options granted for the
         three months and nine months ended September 30, 2006 were $18.02 and
         $18.02, respectively.

         The total  intrinsic  value of options  exercised  during the three and
         nine months ended September 30, 2006 was $0. The total intrinsic values
         of options  outstanding and options currently  exercisable at September
         30, 2006 were $0 and $0, respectively.  The weighted-average  remaining
         contractual  life  for  options   outstanding  and  options   currently
         exercisable   at   September   30,   2006  was  2.89  and  2.60  years,
         respectively.  The total intrinsic value of restricted  stock grants at
         September  30,  2006  was  $539,000.  The  weighted-average   remaining
         contractual  term for restricted stock awards at September 30, 2006 was
         4.8 years.

         As  of  September   30,  2006  there  was   $432,000  in   unrecognized
         compensation  cost related to nonvested stock options granted under the
         plans  and  $521,000  in  unrecognized  compensation  cost  related  to
         nonvested restricted stock grants. The unrecognized  compensation costs
         related to nonvested  stock options will be recognized over a period of
         3.8 years.  The  unrecognized  compensation  cost  related to nonvested
         stock awards will be recognized  over a period of 4.8 years.  The total
         fair value of options  vested  during the three months ended  September
         30, 2006 was $0. At  September  30,  2006 there were  25,000  nonvested
         stock options and 7,500 shares of nonvested restricted stock.

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


                                       9
<PAGE>

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


         The following table illustrates the effect on net income and income per
         share if the Company had applied the fair value recognition  provisions
         of SFAS  No.  123R to  stock-based  employee  compensation  in the 2005
         periods (in thousands, except per share amounts):

<TABLE>
<CAPTION>

                                                                            Three Months ended        Nine Months ended
                                                                              September 30,             September 30,
                                                                                   2005                     2005
                                                                           ---------------------     -------------------
<S>                                                                        <C>                       <C>
         Net income, as reported                                           $          2,241          $         6,808

         Deduct: Total stock-based employee compensation expense
             determined under fair value-based methods for all awards,
             net of tax effects                                                          10                      121
                                                                           ---------------------     -------------------
         Pro forma net income                                              $          2,231          $         6,687
                                                                           =====================     ===================
         Income per share:
             Basic - as reported                                           $           1.23          $          3.82
                                                                           =====================     ===================
             Basic - pro forma                                             $           1.22          $          3.76
                                                                           =====================     ===================
             Diluted - as reported                                         $           1.15          $          3.56
                                                                           =====================     ===================
             Diluted - pro forma                                           $           1.14          $          3.49
                                                                           =====================     ===================
</TABLE>




 (5)     Pension Benefits
         The  components  of net  periodic  pension  cost are as follows for the
         three and nine months ended  September  30, 2006 and September 30, 2005
         (in thousands):
<TABLE>
<CAPTION>
                                                              Three Months ended                   Nine Months ended
                                                                 September 30,                       September 30,
                                                        --------------------------------    --------------------------------
                                                             2006              2005              2006              2005
                                                        ---------------    -------------    ---------------    -------------
<S>                                                     <C>                <C>              <C>                <C>
         Service cost                                   $       69         $       67       $      207         $      201
         Interest cost                                          83                 80              249                240
         Expected return on assets                            (111)              (114)            (333)              (342)
         Prior service cost amortization                        (9)                (9)             (27)               (27)
         Actuarial loss                                         29                 27               87                 81
         Transition amount amortization                          -                (11)               -                (33)
                                                        ---------------    -------------    ---------------    -------------
         Net periodic pension cost                      $       61         $       40       $      183         $      120
                                                        ===============    =============    ===============    =============
</TABLE>

                                       10
<PAGE>
                       ATRION CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


         In 2006, the Company  expects to contribute  approximately  $250,000 to
         its pension plan to satisfy minimum funding  requirements for the year.
         As of September 30, 2006,  contributions  of $250,000 have been made to
         this plan.

(6)      Recent Accounting Pronouncements
         In June 2006, the Financial  Accounting Standards Board ("FASB") issued
         Interpretation  No. 48, "Accounting for Uncertainty in Income Taxes, an
         interpretation  of FASB Statement No. 109" ("FIN 48"),  which clarifies
         the accounting for uncertainty in income taxes  recognized in financial
         statements.  FIN  48  requires  the  impact  of a  tax  position  to be
         recognized in the financial  statements if that position is more likely
         than  not  of  being  sustained  by  the  taxing  authority.  FIN 48 is
         effective  for fiscal years  beginning  after  December  15, 2006.  The
         Company is currently evaluating the requirements of FIN 48.

         In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting
         for  Defined  Benefit  Pension  and  Other  Postretirement   Plans,  an
         amendment of FASB  Statements No. 87, 88, 106 and 132(R)" ("SFAS 158").
         SFAS 158 requires an entity to recognize in its  statement of financial
         position  an asset  for a defined  benefit  pension  or  postretirement
         plan's  overfunded  status  or a  liability  for a  plan's  underfunded
         status,  and to recognize  changes in that funded status  through other
         comprehensive  income in the year in which the changes occur.  SFAS 158
         will not change the amount of net periodic  benefit expense  recognized
         in an entity's results of operations.  SFAS 158 is effective for fiscal
         years  ending  after  December  15,  2006.  The  Company  is  currently
         evaluating the requirements of SFAS 158.

         On September 13, 2006, the Securities  and Exchange  Commission  issued
         Staff  Accounting  Bulletin No. 108  "Considering  the Effects of Prior
         Year  Misstatements  When  Quantifying  Misstatements  in Current  Year
         Financial Statements" ("SAB 108"), which provides interpretive guidance
         on  how  the  effects  of the  carryover  or  reversal  of  prior  year
         misstatements  should be  considered  in  quantifying  a  current  year
         misstatement.  SAB 108 is  effective  for  fiscal  years  ending  after
         November 15, 2006.  The Company does not expect the adoption of SAB No.
         108 to have a material impact on its consolidated  financial  position,
         results of operations and cash flows.


         In  September   2006,  the  FASB  issued  SFAS  No.  157,  "Fair  Value
         Measurements"  ("SFAS 157"),  which provides guidance for measuring the
         fair  value of assets and  liabilities,  as well as  requires  expanded
         disclosures about fair value measurements. SFAS 157 indicates that fair
         value  should  be  determined  based  on  the  assumptions  marketplace
         participants would use in pricing the asset or liability,  and provides
         additional  guidelines  to consider  in  determining  the  market-based
         measurement.  The Company will be required to adopt SFAS 157 on January
         1, 2008.  The Company is  currently  evaluating  the impact of adopting
         SFAS 157 on its Consolidated Financial Statements.


                                       11


<PAGE>

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


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

         Overview

         The Company  designs,  develops,  manufactures,  sells and  distributes
         products  and  components,  primarily  for the medical  and  healthcare
         industry.   The  Company   markets   components   to  other   equipment
         manufacturers  for  incorporation  in their products and sells finished
         devices to physicians,  hospitals, clinics and other treatment centers.
         The Company's  medical  products  primarily  serve the fluid  delivery,
         cardiovascular,  and ophthalmology markets. The Company's other medical
         and non-medical products include obstetrics  products,  instrumentation
         and disposables used in dialysis, contract manufacturing and valves and
         inflation devices used in marine and aviation safety products.

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

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

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

          o    Focusing on customer needs;
          o    Expanding existing product lines and developing new products;
          o    Maintaining a culture of controlling cost; and
          o    Preserving   and  fostering  a   collaborative,   entrepreneurial
               management structure.

         For the three months ended  September  30, 2006,  the Company  reported
         revenues of $19.3  million,  operating  income of $3.2  million and net
         income  of $2.7  million,  up 5  percent,  2  percent  and 20  percent,
         respectively,  from the three months ended  September 30, 2005. For the
         nine months ended September 30, 2006, the Company reported  revenues of
         $59.6 million, operating income of $10.4 million and net income of $7.8
         million, up 8 percent, 7 percent and 14 percent, respectively, from the
         nine months ended September 30, 2005.

         During  the  third   quarter  of  2006,   the  Company   completed  the
         construction  of the  new  facility  for a  subsidiary,  Halkey-Roberts
         Corporation  ("Halkey-Roberts").  The relocation of the  Halkey-Roberts
         operations to its new facility was substantially completed in the third
         quarter of 2006.



                                       12
<PAGE>

         Results for the three months ended September 30, 2006
         Consolidated  net income  totaled $2.7 million,  or $1.45 per basic and
         $1.38 per diluted share, in the third quarter of 2006. This is compared
         with  consolidated  net income of $2.2 million,  or $1.23 per basic and
         $1.15 per diluted  share,  in the third quarter of 2005. The income per
         basic share  computations  are based on weighted  average  basic shares
         outstanding  of 1,858,356 in the 2006 period and  1,828,886 in the 2005
         period. The income per diluted share computations are based on weighted
         average diluted shares  outstanding of 1,960,274 in the 2006 period and
         1,952,700 in the 2005 period.

         Consolidated  revenues of $19.3  million for the third  quarter of 2006
         were 5 percent  higher  than  revenues  of $18.3  million for the third
         quarter of 2005.  This 5 percent  increase  in revenues  was  primarily
         attributable to an approximate 15 percent increase in the revenues from
         the Company's  fluid  delivery  products and an  approximate 14 percent
         increase in the revenues  from the Company's  cardiovascular  products.
         These  increases,  which were  generally  attributable  to higher sales
         volumes, were partially offset by an approximate 14 percent decrease in
         the revenues from the Company's ophthalmic products.

         Revenues by product line were as follows (in thousands):

<TABLE>
<CAPTION>
                                                                               Three Months ended
                                                                                 September 30,
                                                                     ---------------------------------------
                                                                          2006                   2005
                                                                     ----------------      -----------------
<S>                                                                  <C>                   <C>
                  Fluid Delivery                                     $         6,121       $          5,306
                  Cardiovascular                                               5,707                  5,001
                  Ophthalmology                                                3,301                  3,825
                  Other                                                        4,161                  4,206
                                                                     ----------------      -----------------
                           Total                                     $        19,290       $         18,338
                                                                     ================      =================
</TABLE>



         Cost of goods sold of $11.8 million for the third quarter of 2006 was 4
         percent  higher than in the  comparable  2005 period.  Increased  sales
         volume and increased manufacturing overhead costs offset by a favorable
         product mix were the primary  contributors  to the  increase in cost of
         goods sold for the third quarter of 2006.

         Gross profit of $7.5 million in the third quarter of 2006 was $526,000,
         or 8 percent,  higher than in the comparable 2005 period. The Company's
         gross profit  percentage  in the third quarter of 2006 was 38.8 percent
         of revenues compared with 38.0 percent of revenues in the third quarter
         of 2005.  The  increase in gross profit  percentage  in the 2006 period
         compared to the 2005 period was primarily  related to improved  product
         mix partially offset by increased manufacturing overhead costs.

         The  Company's  third quarter 2006  operating  expenses of $4.3 million
         were $451,000 higher than the operating  expenses for the third quarter
         of 2005,  resulting  primarily from a $265,000  increase in General and
         Administrative  (G&A) expenses, a $37,000 increase in selling (Selling)
         expenses,  and a $149,000  increase in Research and  Development  (R&D)
         expenses.  The  increase  in G&A  for the  third  quarter  of 2006  was
         primarily  related to increased  outside  services and costs associated
         with  the  relocation  to the  new  facility  for  Halkey-Roberts.  The
         increase  in  Selling  expenses  for the  third  quarter  of  2006  was
         principally  attributable to increased  compensation  costs and outside
         services.  The increase in R&D costs was  primarily  related to outside
         services,  prototype  expenses,  new product testing costs, and process
         enhancements.  Operating  income in the third quarter of 2006 increased
         $75,000,  or 2 percent,  to $3.2 million from $3.1 million in the third
         quarter of 2005.  Operating  income was 16.5 percent of revenues in the
         third quarter of 2006 compared to 17.0 percent of revenues in the third
         quarter of 2005.  The change in operating  income for the third quarter
         of 2006 as  compared  with the  third  quarter  of 2005  was  primarily
         attributable to the previously  mentioned increased gross profit offset
         by the increased operating expenses.

                                       13
<PAGE>

         Interest  expense of $58,000  for the 2006  period is greater  than the
         2005  period  primarily  related  to  increased   borrowing  levels  in
         connection with the construction of the Halkey-Roberts  facility. Third
         quarter 2006  interest  charges of $112,000,  through  August 31, 2006,
         were   capitalized   during   the   construction   phase   of  the  new
         Halkey-Roberts  facility.  Income tax expense for the third  quarter of
         2006 was  $433,000  compared to income tax expense of $861,000  for the
         same period in the prior  year.  The  effective  tax rate for the third
         quarter of 2006 was 13.8  percent  compared  with 27.7  percent for the
         third quarter of 2005. The lower effective tax rate for the 2006 period
         is primarily  related to a review of the  Company's R&D tax credits for
         2005 and  prior-year  tax returns which  indicated that the Company was
         entitled to higher credits than had been claimed.


         Results for the nine months ended September 30, 2006
         Consolidated  net income  totaled $7.8 million,  or $4.22 per basic and
         $3.99 per diluted share,  for the nine months ended September 30, 2006.
         This is compared with consolidated net income of $6.8 million, or $3.82
         per basic  and  $3.56 per  diluted  share,  for the nine  months  ended
         September 30, 2005. The income per basic share  computations  are based
         on weighted  average basic shares  outstanding of 1,846,265 in the 2006
         period and  1,780,822 in the 2005 period.  The income per diluted share
         computations are based on weighted  average diluted shares  outstanding
         of 1,951,413 in the 2006 period and 1,915,087 in the 2005 period.

         Consolidated  revenues  of  $59.6  million  for the nine  months  ended
         September 30, 2006 were 8 percent higher than revenues of $55.1 million
         for the nine months ended September 30, 2005.  This 8 percent  increase
         in revenues was primarily  attributable  to an  approximate  25 percent
         increase in the revenues from the Company's fluid delivery products and
         an approximate  22 percent  increase in the revenues from the Company's
         cardiovascular   products.   These  increases,   which  were  generally
         attributable  to higher  sales  volumes,  were  partially  offset by an
         approximate  17 percent  decrease in the  revenues  from the  Company's
         ophthalmic  products  and an  approximate  3  percent  decrease  in the
         revenues from the Company's other products.



                                       14
<PAGE>

         Revenues by product line were as follows (in thousands):

<TABLE>
<CAPTION>
                                                                                     Nine months ended
                                                                                       September 30,
                                                                            -------------- ----- ----------------
                                                                                2006                  2005
                                                                            --------------       ----------------
<S>                                                                         <C>                  <C>
                  Fluid Delivery                                            $      19,180        $        15,356
                  Cardiovascular                                                   17,147                 14,102
                  Ophthalmology                                                     9,685                 11,632
                  Other                                                            13,629                 13,995
                                                                            --------------       ----------------
                           Total                                                  $59,641        $        55,085
                                                                            ==============       ================
</TABLE>



         Cost of goods sold of $36.0 million for the nine months ended September
         30,  2006 was 8 percent  higher  than in the  comparable  2005  period.
         Increased sales volume,  increased  manufacturing overhead costs, and a
         temporary  production  curtailment  due to reduced  orders from certain
         ophthalmic  and related  kitting  business  customers  were the primary
         contributors  to the increase in cost of goods sold for the nine months
         ended September 30, 2006.

         Gross profit of $23.6  million for the nine months ended  September 30,
         2006 was $1.8 million, or 8 percent, higher than in the comparable 2005
         period.  The  Company's  gross  profit  percentage  was 39.6 percent of
         revenues for both the nine months ended September 30, 2006 and 2005.

         The Company's  third quarter 2006  operating  expenses of $13.2 million
         were $1.1  million  higher  than the  operating  expenses  for the nine
         months ended  September 30, 2005,  resulting  primarily from a $400,000
         increase in Selling expenses, a $320,000 increase in R&D expenses and a
         $397,000 increase in G&A expenses. The increase in Selling expenses for
         the nine months ended September 30, 2006 was  principally  attributable
         to increased  compensation  costs,  advertising and promotion costs and
         outside  services.  The increase in R&D costs was primarily  related to
         outside services,  prototype  expenses,  new product testing costs, and
         process  enhancements.  The  increase in G&A for the nine months  ended
         September 30, 2006 was primarily  related to increased outside services
         and  costs  associated  with the  relocation  to the new  facility  for
         Halkey-Roberts  partially  offset by a  decrease  in  insurance  costs.
         Operating income for the nine months ended September 30, 2006 increased
         $703,000,  or 7 percent, to $10.4 million from $9.7 million in the nine
         months ended September 30, 2005.  Operating  income was 17.4 percent of
         revenues for the nine months ended  September 30, 2006 compared to 17.5
         percent of revenues for the nine months ended September 30, 2005.

         Interest  expense of $58,000  for the 2006 period is less than the 2005
         period because of the  capitalization of interest charges in connection
         with the construction of the Halkey-Roberts facility.  Interest charges
         of $326,000,  through  August 31,  2006,  were  capitalized  during the
         construction  phase  of the new  Halkey-Roberts  facility.  Income  tax
         expense for the nine months ended  September  30, 2006 was $2.7 million
         compared to income tax  expense of $3.0  million for the same period in
         the  prior  year.  The  effective  tax rate for the nine  months  ended
         September 30, 2006 was 26.0 percent  compared with 31.1 percent for the
         nine months ended  September 30, 2005. The lower effective tax rate for
         the 2006 period is primarily  related to a review of the  Company's R&D
         tax credits for 2005 and  prior-year  tax returns which  indicated that
         the Company was entitled to higher credits than had been claimed.

                                       15
<PAGE>

         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 $0.08 per  diluted  share,  for the
         first nine  months of 2006 and  $165,000  after tax, or $0.09 per basic
         and  $0.09  per  diluted  share,  for the  first  nine  months of 2005,
         resulting  from the  receipt of  contingent  deferred  payments in each
         year. No additional  payments are due in future periods under the terms
         of the 1997  agreement  pursuant to which the Company  sold its natural
         gas operations.

         Liquidity and Capital Resources
         At September  30, 2006,  the Company had cash and cash  equivalents  of
         $234,000  compared with $525,000 at December 31, 2005.  The Company had
         outstanding  borrowings  of  $11.6  million  under  its  $25.0  million
         revolving credit facility ("Credit Facility") at September 30, 2006 and
         $2.5  million at December 31,  2005.  The  increase in the  outstanding
         balance under the Credit  Facility in the first nine months of 2006 was
         primarily attributable to borrowings to partially fund the construction
         of the new Halkey-Roberts  facility. The Credit Facility, which expires
         November 12, 2009,  and may be extended  under  certain  circumstances,
         contains various  restrictive  covenants,  none of which is expected to
         impact the Company's  liquidity or capital resources.  At September 30,
         2006, the Company was in compliance with all financial covenants.

         As of  September  30,  2006,  the Company had working  capital of $20.9
         million,  including  $234,000  in cash and cash  equivalents.  The $1.2
         million  increase  in working  capital  during the first nine months of
         2006 was primarily  related to an increase in accounts  receivable  and
         inventories, and a decrease in accrued income and other taxes partially
         offset by an increase in accounts payable and accrued liabilities.  The
         increase  in accounts  receivable  during the first nine months of 2006
         was primarily related to the increase in revenues for the third quarter
         of 2006 as  compared  to the fourth  quarter of 2005.  The  increase in
         inventories  is  primarily  related  to  increased   purchases  of  raw
         materials in an effort to realize lower costs due to volume  purchasing
         and  increased  stocking  levels to  support  increased  revenues.  The
         increase in accounts payable is primarily  related to the increased raw
         material  purchases.  Cash flows from continuing  operations  generated
         $9.9 million for the nine months ended  September  30, 2006 as compared
         to $6.1 million for the nine months ended  September 30, 2005. The 2005
         period was heavily  impacted by a $3.1 million increase in inventories.
         During  the first  nine  months of 2006,  the  Company  expended  $18.6
         million for the  purchase of property  and  equipment.  Of this amount,
         approximately $13.0 million was expended for the construction of the
         new Halkey-Roberts facility. The Company received net  proceeds of $1.0
         million from the exercise of employee  stock  options  during the first
         nine months of 2006.  During the first nine months of 2006, the Company
         repurchased  24,000 shares of its common stock for  approximately  $1.6
         million and paid dividends totaling $1.0 million to its stockholders.

         The Company believes that its existing cash and cash equivalents,  cash
         flows from operations,  borrowings available under the Company's credit
         facility,  supplemented,  if necessary,  with equity or debt financing,
         which the Company  believes  would be available,  will be sufficient to
         fund the Company's cash requirements for the foreseeable future.

                                       16
<PAGE>



         Forward-Looking Statements
         The  statements in this  Management's  Discussion and Analysis that are
         forward-looking are based upon current expectations, and actual results
         may differ materially. Therefore, the inclusion of such forward-looking
         information  should not be regarded as a representation  by the Company
         that the  objectives  or plans of the Company  would be achieved.  Such
         statements include, but are not limited to, the Company's  expectations
         regarding  future  liquidity  and  capital  resources.  Words  such  as
         "anticipates,"  "believes,"  "expects,"  "estimated"  and variations of
         such words and  similar  expressions  are  intended  to  identify  such
         forward-looking statements. Forward-looking statements contained herein
         involve  numerous  risks and  uncertainties,  and there are a number of
         factors  that could  cause  actual  results or future  events to differ
         materially,  including,  but not  limited to, the  following:  changing
         economic, market and business conditions; acts of war or terrorism; the
         effects of governmental  regulation;  the impact of competition and new
         technologies;  slower-than-anticipated  introduction of new products or
         implementation   of  marketing   strategies;   implementation   of  new
         manufacturing  processes or implementation of new information  systems;
         the Company's ability to protect its intellectual property;  changes in
         the  prices of raw  materials;  changes in  product  mix;  intellectual
         property and product liability claims and product recalls;  the ability
         to attract and retain qualified personnel; the loss of, or any material
         reduction  in  sales  to,  any  significant  customers.   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,  2006,  the  Company  did  not
         experience  any material  changes in market risk  exposures that affect
         the quantitative and qualitative disclosures presented in the Company's
         2005 Annual Report on Form 10K.

Item 4.           Controls and Procedures

         The Company's management, with the participation of the Company's Chief
         Executive  Officer  and its  Chief  Financial  Officer,  evaluated  the
         Company's  disclosure  controls and  procedures (as defined in Exchange
         Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2006. Based upon
         this  evaluation,  the Chief  Executive  Officer  and  Chief  Financial
         Officer  have  concluded  that the  Company's  disclosure  controls and
         procedures are effective. There were no changes in our internal control
         over financial  reporting for the quarter ended September 30, 2006 that
         have materially  affected or are reasonably likely to materially affect
         our internal control over financial reporting.



                                       17
<PAGE>




                                     PART II


                                OTHER INFORMATION


ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

              (a)    Exhibits

                    10.1 Chief Executive Officer Amended and Restated Employment
                         Agreement

                    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 August 8, 2006,  the Company  filed a report on Form 8-K
                     with the SEC regarding the public  dissemination of a press
                     release  announcing  its  financial  results for the second
                     quarter ended June 30, 2006 (Item 12).

                     On August 10, 2006,  the Company filed a report on Form 8-K
                     with  the  SEC  regarding  an  amendment  to  the  existing
                     employment  agreement  dated January 1, 2002 and amended on
                     December 3, 2002  between  the  Company  and the  Company's
                     Chairman,  President  and Chief  Executive  Officer and the
                     adoption of a Rights Plan.


                                       18
<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 6, 2006               /s/ Emile A. Battat
                                               ----------------------------
                                               Emile A. Battat
                                               Chairman, President and
                                               Chief Executive Officer



         Date:  November 6, 2006               /s/ Jeffery Strickland
                                               ----------------------------
                                               Jeffery Strickland
                                               Vice President and
                                               Chief Financial Officer


                                       19