<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

FOR THE PERIOD ENDED SEPTEMBER 30, 1998         COMMISSION FILE NUMBER 0-10763


                               ATRION CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


           DELAWARE                                     63-0821819
-------------------------------            -----------------------------------
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                    ONE ALLENTOWN PARKWAY, ALLEN, TEXAS 75002
                    -----------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (972) 390-9800
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

Indicate by check whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

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

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

                                             NUMBER OF SHARES OUTSTANDING AT
         TITLE OF EACH CLASS                       SEPTEMBER 30, 1998
---------------------------------------      -------------------------------
COMMON STOCK, PAR VALUE $0.10 PER SHARE                3,201,645



<PAGE>   2





                       ATRION CORPORATION AND SUBSIDIARIES


                                TABLE OF CONTENTS




<TABLE>
<S>                                                                                                             <C>
PART I.       FINANCIAL INFORMATION                                                                               2

       ITEM 1.     Financial Statements

                        Consolidated Statements of Income (Unaudited)
                            For the Three Months and Nine Months Ended
                            September 30, 1998 and 1997                                                           3


                        Consolidated Balance Sheets (Unaudited)
                            September 30, 1998 and December 31, 1997                                            4-5


                        Consolidated Statements of Cash Flows (Unaudited)
                            For the Nine Months Ended
                            September 30, 1998 and 1997                                                           6


                        Notes to Consolidated Financial Statements (Unaudited)                                    7

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

PART II.      OTHER INFORMATION                                                                                  13

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

SIGNATURES                                                                                                       14
</TABLE>




                                       1
<PAGE>   3
















                                     PART I


                              FINANCIAL INFORMATION







                                       2
<PAGE>   4



                       ATRION CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED         NINE MONTHS ENDED
                                                         SEPTEMBER 30              SEPTEMBER 30
                                                    ---------------------       --------------------
                                                     1998          1997          1998          1997
                                                    -------      --------       -------      -------
                                                         (In thousands, except per share data)

<S>                                                 <C>          <C>            <C>          <C>
Revenues                                            $11,570      $  7,292       $33,108      $23,375
Cost of goods sold                                    7,426         4,802        20,594       14,978
                                                    -------      --------       -------      -------
Gross profit                                          4,144         2,490        12,514        8,397
                                                    -------      --------       -------      -------

Operating expenses:
   Selling expense                                    1,406           514         3,751        1,617
   General and administrative                         1,774         1,305         5,226        4,472
   Research and development                             747           239         2,035          708
                                                    -------      --------       -------      -------
                                                      3,927         2,058        11,012        6,797
                                                    -------      --------       -------      -------

Operating income                                        217           432         1,502        1,600
                                                    -------      --------       -------      -------

Other income:
   Interest income, net                                 124           493           454          396
   Other income                                          13            52            53          218
                                                    -------      --------       -------      -------
                                                        137           545           507          614
                                                    -------      --------       -------      -------

Income from continuing operations before
    provision for income taxes                          354           977         2,009        2,214
Provision for income taxes                              128           319           747          801
                                                    -------      --------       -------      -------

Income from continuing operations                       226           658         1,262        1,413

Income from discontinued operations,
    net of income taxes                                  --           (20)           --        1,921
Gain on disposal of discontinued operations,
    net of income taxes                                  --            --            --       17,002
                                                    -------      --------       -------      -------

Net income                                          $   226      $    638       $ 1,262      $20,336
                                                    =======      ========       =======      =======

Earnings per basic share:
   Continuing operations                            $  0.07      $   0.20       $  0.39      $  0.44
   Discontinued operations                               --            --            --         0.60
   Gain on disposal of discontinued operations           --            --            --         5.28
                                                    -------      --------       -------      -------
                                                    $  0.07      $   0.20       $  0.39      $  6.32
                                                    =======      ========       =======      =======

Weighted average basic shares outstanding             3,202         3,230         3,212        3,218
                                                    =======      ========       =======      =======

Earnings per diluted share:
   Continuing operations                            $  0.07      $   0.20       $  0.39      $  0.43
   Discontinued operations                               --            --            --         0.59
   Gain on disposal of discontinued operations           --            --            --         5.23
                                                    -------      --------       -------      -------
                                                    $  0.07      $   0.20       $  0.39      $  6.25
                                                    =======      ========       =======      =======

Dividends per share                                 $  0.00      $   0.10       $  0.00      $  0.50
                                                    =======      ========       =======      =======

Weighted average diluted shares outstanding           3,202         3,267         3,216        3,251
                                                    =======      ========       =======      =======
</TABLE>

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




                                       3
<PAGE>   5


                       ATRION CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                        SEPTEMBER 30,    DECEMBER 31,
ASSETS                                                      1998             1997
------                                                  -------------    ------------
                                                               (In thousands)

<S>                                                     <C>              <C>
Current assets:
   Cash and cash equivalents                               $ 7,972          $32,172
   Accounts receivable                                       7,721            2,897
   Inventories                                               8,102            3,960
   Prepaid expenses and other                                  782              337
                                                           -------          -------
                                                            24,577           39,366
                                                           -------          -------

Property, plant and equipment:
   Original cost                                            21,463           15,617
   Less accumulated depreciation and amortization            4,326            2,475
                                                           -------          -------
                                                            17,137           13,142
                                                           -------          -------

Deferred charges:
   Patents                                                   3,663              908
   Goodwill                                                 13,976            4,862
   Other                                                     2,571            2,664
                                                           -------          -------
                                                            20,210            8,434
                                                           -------          -------

                                                           $61,924          $60,942
                                                           =======          =======
                                                                 (Continued)
</TABLE>


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




                                       4
<PAGE>   6
                       ATRION CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)





<TABLE>
<CAPTION>
                                                         SEPTEMBER 30,    DECEMBER 31,
LIABILITIES AND STOCKHOLDERS' EQUITY                         1998             1997
------------------------------------                     -------------    ------------
                                                                 (In thousands)

<S>                                                      <C>              <C>
Current liabilities:
   Current maturities of long-term debt                    $   203          $   453
   Accounts payable and accrued liabilities                  5,547            5,320
                                                           -------          -------
                                                             5,750            5,773
                                                           -------          -------

Long-term debt, less current maturities                         --              203
                                                           -------          ------- 

Other noncurrent liabilities                                 5,392            4,980
                                                           -------          -------

Stockholders' equity:
   Common shares, par value $0.10 per share; authorized
      10,000,000 shares, issued 3,419,953 shares               342              342
   Paid-in capital                                           6,403            6,395
   Retained earnings                                        45,942           44,681
   Treasury shares, at cost                                 (1,905)          (1,432)
                                                           -------          -------
       Total stockholders' equity                           50,782           49,986
                                                           -------          -------


                                                           $61,924          $60,942
                                                           =======          =======
</TABLE>


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





                                       5
<PAGE>   7



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

<TABLE>
<CAPTION>
                                                                                 NINE MONTHS ENDED
                                                                                    SEPTEMBER 30
                                                                             ---------------------------
                                                                               1998               1997
                                                                             --------           --------
                                                                                   (In thousands)
<S>                                                                          <C>                <C>
Cash flows from operating activities:
   Net income                                                                $  1,262           $ 20,336
   Adjustments to reconcile net income to
      net cash provided by operating activities:
        Income from discontinued operations                                        --             (1,921)
        Gain on disposal of discontinued operations                                --            (17,002)
        Depreciation and amortization                                           2,510              1,459
        Deferred income taxes                                                     343                120
        Other                                                                     155               (193)
                                                                             --------           --------
                                                                                4,270              2,799

        Change in current assets and liabilities:
           (Increase) in accounts receivable                                   (2,741)               136
           (Increase) in other current assets                                    (605)              (234)
           Increase (decrease) in accounts payable                                673               (211)
           Increase in other current liabilities                                1,074                179
                                                                             --------           --------
   Net cash provided by continuing operations                                   2,671              2,669
   Net cash provided (used) by discontinued operations                         (1,609)               309
                                                                             --------           --------
                                                                                1,062              2,978
                                                                             --------           --------

Cash flows from investing activities:
  Property, plant and equipment additions - continuing operations              (1,146)              (994)
  Property, plant and equipment additions - discontinued operations                --                (78)
  Acquisition of subsidiary                                                   (23,198)                --
  Proceeds from disposal of discontinued operations                                --             38,178
  Other                                                                            --                  8
                                                                              (24,344)            37,114
                                                                             --------           --------

Cash flows from financing activities:
  Decrease in long-term indebtedness                                             (453)            (6,091)
  Cash dividends paid                                                              --             (1,607)
  Issuance of common stock                                                         20                424
  Repurchase of common stock                                                     (485)              (126)
                                                                             --------           --------
                                                                                 (918)            (7,400)

Net increase (decrease) in cash and cash equivalents                          (24,200)            32,692
Cash and cash equivalents at beginning of period                               32,172                144
                                                                             --------           --------
Cash and cash equivalents at end of period                                   $  7,972           $ 32,836
                                                                             ========           ========

Cash paid for:
Interest (net of capitalized amounts)                                        $     19           $    266
Income taxes (net of refunds)                                                $  1,415           $  2,080
</TABLE>


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





                                       6
<PAGE>   8



                       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 1997 Annual Report on
         Form 10-K.

(2)      PURCHASE OF CERTAIN QUEST MEDICAL, INC. ASSETS.
         On January 30, 1998, the Company, through a wholly owned Texas
         subsidiary then known as "QMI Medical, Inc.", acquired certain assets
         of Quest Medical, Inc. (including all rights to the name "Quest
         Medical, Inc.") pursuant to the terms of an Asset Purchase Agreement,
         dated as of December 29, 1997. The Company paid $22,922,028 (after
         taking into account certain postclosing adjustments and excluding
         $276,445 of related acquisition costs) in cash under the Asset Purchase
         Agreement. This acquisition was accounted for using the purchase method
         of accounting and, accordingly, the results of operations relating to
         those assets prior to the acquisition date have not been included in
         the Company's financial statements. The Company recently changed the
         name of QMI Medical, Inc. to "Quest Medical, Inc." and that subsidiary
         is herein referred to as "Quest."

         The following table presents unaudited consolidated selected financial
         data on a pro forma basis assuming the purchase of these assets had
         occurred as of January 1, 1997. The unaudited consolidated pro forma
         data reflect certain assumptions, which are based on estimates. The
         unaudited consolidated pro forma combined results presented have been
         prepared for comparative purposes only and are not necessarily
         indicative of actual results that would have been achieved had the
         acquisition occurred at the beginning of the period presented, or of
         future results.

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED
                                                         SEPTEMBER 30
                                                 ----------------------------
                                                    1998              1997
                                                 -----------      -----------
<S>                                              <C>              <C>
Revenues from continuing operations (000)          $11,570          $10,899
Income from continuing operations (000)            $   226          $   294
Net income (000)                                   $   226          $   274
Net income per basic share                         $  0.07          $  0.08
Net income per diluted share                       $  0.07          $  0.08
</TABLE>

<TABLE>
<CAPTION>
                                                       NINE MONTHS ENDED
                                                          SEPTEMBER 30
                                                 ----------------------------
                                                    1998              1997
                                                 -----------      -----------
<S>                                              <C>              <C>
Revenues from continuing operations (000)          $34,229          $34,191
Income from continuing operations (000)            $ 1,285          $   800
Net income (000)                                   $ 1,285          $19,723
Net income per basic share                         $  0.40          $  6.13
Net income per diluted share                       $  0.40          $  6.07
</TABLE>

                                       7
<PAGE>   9
                       ATRION CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

         For further information regarding the acquisition of these assets,
         refer to the Company's Report on Form 8-K, filed with the Securities
         and Exchange Commission on February 17, 1998, as amended on April 15,
         1998.

                                       8
<PAGE>   10



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

         RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998

         The Company's consolidated income from continuing operations for the
         quarter ended September 30, 1998 was $226,000, or $.07 per basic and
         diluted share, compared with $658,000, or $.20 per basic and diluted
         share, for the third quarter of 1997. The earnings per basic share
         computations are based on weighted average basic shares outstanding of
         3,201,645 in 1998 and 3,230,387 in 1997. The earnings per diluted share
         computations are based on weighted average diluted shares outstanding
         of 3,201,645 in 1998 and 3,266,631 in 1997.

         Consolidated revenues of $11.6 million from continuing operations for
         the third quarter of 1998 were $4.3 million or 59 percent higher than
         revenues for the third quarter of 1997. The increase in revenues in the
         third quarter of 1998, compared to the same period in the prior year,
         was primarily a result of the inclusion of the operations of Quest for
         the 1998 period. Gross profit of $4.1 million in the third quarter of
         1998 was $1.7 million or 66 percent higher than that in the comparable
         period of 1997 primarily due to the inclusion of the operations of
         Quest in the current-year period. The gross profit percentage in the
         third quarter of 1998 of 36 percent is higher than the gross profit
         percentage in the third quarter of 1997 of 34 percent due to the
         inclusion of the operations of Quest in the 1998 period. Quest
         generally has a higher gross profit percentage on sales than the
         Company's other operations.

         The Company's operating expenses of $3.9 million for the third quarter
         of 1998 were $1.9 million higher than operating expenses for the third
         quarter of 1997. This increase is primarily a result of the inclusion
         of the operating expenses of Quest in the 1998 period. Operating income
         in the third quarter of 1998 totaled $217,000 compared with $432,000 in
         the comparable 1997 quarter.

         Net interest income of $124,000 in the third quarter of 1998 was
         $369,000 lower than net interest income in the same period in the prior
         year. The net interest income amount in 1998 reflects interest earned
         on the proceeds from the sale of the Company's natural gas subsidiaries
         in May 1997 which were substantially reduced in late January 1998 to
         fund the purchase of assets now held by Quest. Other income in the
         third quarter of 1998 of $13,000 was $39,000 lower than the third
         quarter of 1997 primarily as a result of a one-time gain during the
         1997 period.

         The Company believes that its revenues from continuing operations, cost
         of goods sold, gross profit and operating expenses for the fourth
         quarter of 1998 will be materially greater than those reported for the
         same quarter last year (excluding the fourth quarter 1997 impairment
         loss) as a result of the inclusion of Quest's operations. The increase
         in operating expenses for the 1998 fourth quarter is expected to result
         from the inclusion of Quest's operations at approximately the level of
         operating expenses associated with Quest's product lines prior to
         acquisition plus additional SG&A expenses associated with a planned
         expansion of Quest's marketing organization and additional R&D expense
         associated with planned enhancements to certain of Quest's product
         lines. After taking into account the additional SG&A and R&D expenses
         described above, the Company expects 


                                       9
<PAGE>   11

         to report only modest operating income for the fourth quarter of 1998.
         The Company reported an operating loss in the fourth quarter of 1997
         primarily resulting from significant nonrecurring charges. As a result
         of the factors discussed above, the Company expects that its income
         from continuing operations for the fourth quarter of 1998 will be only
         modest and will be below income from continuing operations, excluding
         nonrecurring charges, for the 1997 fourth quarter. The Company
         anticipates recognizing a one-time gain from discontinued operations
         related to its natural gas subsidiaries, which were sold in 1997, of
         approximately $650,000 (after tax) in the fourth quarter of 1998.


         RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998

         The Company's consolidated income from continuing operations for the
         nine-month period ended September 30, 1998 was $1,262,000, or $.39 per
         basic and diluted share, compared with $1,413,000, or $.44 per basic
         share and $.43 per diluted share, for the first nine months of 1997.
         The earnings per basic share computations are based on weighted average
         basic shares outstanding of 3,212,448 in 1998 and 3,217,537 in 1997.
         The earnings per diluted share computations are based on weighted
         average diluted shares outstanding of 3,216,205 in 1998 and 3,250,820
         in 1997.

         Consolidated revenues of $33.1 million from continuing operations for
         the nine months ended September 30, 1998 were $9.7 million or 42
         percent higher than revenues for the nine months ended September 30,
         1997. The increase in revenues for the first nine months of 1998,
         compared to the same period in the prior year, was primarily a result
         of the inclusion of the operations of Quest for eight months in the
         current year period. Gross profit of $12.5 million for the first nine
         months of 1998 was $4.1 million or 49 percent higher than that in the
         comparable period of 1997 primarily due to the inclusion of the
         operations of Quest in the current year period. The gross profit
         percentage for the first nine months of 1998 of 38 percent is higher
         than the gross profit percentage in the same period of 1997 of 36
         percent due to the inclusion of the operations of Quest in the 1998
         period. Quest generally has a higher gross profit percentage on sales
         than the Company's other operations.

         The Company's operating expenses of $11.0 million for the first nine
         months of 1998 were $4.2 million higher than operating expenses for the
         first nine months of 1997. This increase is primarily a result of the
         inclusion of the operating expenses of Quest in the 1998 period.
         Operating income in the nine months ended September 30, 1998 totaled
         $1.5 million compared with $1.6 million in the same period of 1997.

         Net interest income of $454,000 in the first nine months of 1998 was
         $58,000 higher than net interest income in the same period in the prior
         year. Net interest income in the 1998 period reflects interest earned
         on the proceeds from the sale of the Company's natural gas subsidiaries
         in May 1997 which were substantially reduced in late January 1998 to
         fund the purchase of assets now held by Quest. Other income for the
         nine-month period ended September 30, 1998 of $53,000 was $165,000
         lower than other income for the same period of 1997 primarily as a
         result of a one-time gain during the 1997 period.

         The Company recorded income from discontinued operations in the
         nine-month period ended September 30, 1997 of $1.9 million or $.60 per
         basic and $.59 per diluted share. The Company also recorded a gain on
         the disposal of discontinued operations relating to 

                                       10
<PAGE>   12

         the sale of its natural gas subsidiaries of $17 million, or $5.28 per
         basic share and $5.23 per diluted share, for the nine months ended
         September 30, 1997. There was no similar transaction during the same
         period of 1998.

         LIQUIDITY AND CAPITAL RESOURCES

         At September 30, 1998, the Company had cash and cash equivalents of
         $8.0 million compared with $32.2 million at December 31, 1997. The
         asset acquisition in January 1998 used approximately $23.2 million of
         the Company's existing cash balance. The Company believes that its
         remaining cash and cash equivalents, cash flows from operations,
         borrowings available under the Company's revolving loan agreement and
         other equity and debt financing, which the Company believes would be
         available if needed, is sufficient to fund operations, including the
         Company's previously announced increase of approximately $2.0 million
         in annual SG&A and R&D expenses in connection with the ongoing
         expansion of certain of the Company's product lines and of the
         Company's marketing organization, potential projects, and budgeted
         capital expenditures over the next two years.

         In January 1998, the Board of Directors discontinued the payment of
         quarterly cash dividends. Such action was taken to facilitate the
         Company's growth strategy as well as to bring the Company's dividend
         policy more in line with other companies in the medical products
         industry.

         YEAR 2000 ISSUES

         The Company is continuing its actions to assess the nature and extent
         of the work required to make its information systems, products,
         facilities and equipment Year 2000 ready. The Company's operating units
         are currently using several different information systems. As a part of
         the Company's ongoing efforts to achieve operating synergies, the
         Company has continued its review of various measures, and has taken
         certain actions, to integrate and update its information systems and,
         in connection therewith, is also seeking to determine which systems are
         Year 2000 compliant and whether updated or replacement systems will be
         Year 2000 ready. The Company is also contacting suppliers to determine
         whether they are Year 2000 compliant and, if not, intends to monitor
         their progress and take appropriate actions. In addition, the Company
         has reviewed its products that process information that may be date
         sensitive and believes that those products are not Year 2000 sensitive
         products. The Company's facilities and equipment are also being
         examined to determine whether they are Year 2000 ready. The Company has
         not completed its assessment of its information systems, products,
         facilities and equipment and, accordingly, has not determined the costs
         associated with its efforts to prepare for Year 2000. However, the
         Company currently believes that the costs of addressing its Year 2000
         transition will not have a material adverse effect on the Company's
         financial condition or business operations. Given the uncertain
         consequences of failure to resolve significant Year 2000 issues,
         however, there is no assurance that any one or more of such failures
         would not have a material adverse impact on the Company. The Company
         has not yet developed a contingency plan addressing failure to be Year
         2000 ready.

         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 

                                       11
<PAGE>   13

         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 fourth quarter 1998 revenues,
         cost of sales, gross profit and gross profit percentage, expenses,
         operating income and income from continuing operations, as well as
         future liquidity and capital resources and Year 2000 compliance and
         impact. Words such as "anticipates," "believes," "expects," "estimated"
         and variations of such words and similar expressions are intended to
         identify such forward-looking statements. Forward-looking statements
         contained herein involve numerous risks and uncertainties, and there
         are a number of factors that could cause actual results to differ
         materially including, but not limited to, the following: changing
         economic, market and business conditions, the effects of governmental
         regulation, the impact of competition and new technologies,
         slower-than-anticipated introduction of new products or implementation
         of marketing strategies, changes in the prices of raw materials, 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.





                                       12
<PAGE>   14




                                     PART II

                                OTHER INFORMATION




ITEM 1.       LEGAL PROCEEDINGS

              None

ITEM 2.       CHANGES IN SECURITIES

              None

ITEM 3.       DEFAULTS UPON SENIOR SECURITIES

              None

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

              NONE

ITEM 5.       OTHER INFORMATION

              None

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

              (a)    Exhibits
                     Exhibit 27--Financial Data Schedules (for SEC use only)

              (b)    No reports on Form 8-K have been filed during the quarter
                     ended September 30, 1998.




                                       13
<PAGE>   15



                                   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 12, 1998               /s/ Emile A. Battat            
                                                -------------------------------
                                                Emile A. Battat
                                                Chairman, President and
                                                Chief Executive Officer



         Date:  November 12, 1998               /s/ Jeffery Strickland         
                                                -------------------------------
                                                Jeffery Strickland
                                                Vice President and
                                                Chief Financial Officer




                                       14