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 June 30, 2001                Commission File Number 0-10763

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

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


                    One Allentown Parkway, Allen, Texas 75002
               (Address of Principal Executive Offices) (Zip Code)


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

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

                            YES |X|           NO |_|

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

                                               Number of Shares Outstanding at
         Title of Each Class                            August 3, 2001

Common stock, Par Value $0.10 per share                   2,046,900

<PAGE>

                       ATRION CORPORATION AND SUBSIDIARIES

                                TABLE OF CONTENTS

PART I.       Financial Information                                           2

   Item 1.     Financial Statements

                  Consolidated Statements of Income (Unaudited)
                      For the Three Months and Six Months Ended
                      June 30, 2001 and 2000                                  3

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

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

                  Notes to Consolidated Financial Statements (Unaudited)      7

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

PART II.      Other Information                                              12

   Item 4.     Submission of Matters to a Vote
                 of Security Holders                                         12

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

SIGNATURES                                                                   14

<PAGE>

                                     PART I

                              FINANCIAL INFORMATION


                                       2
<PAGE>

                       ATRION CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        Three Months Ended              Six Months Ended
                                                              June 30                        June 30
                                                     ------------------------        ------------------------
                                                       2001            2000            2001            2000
                                                     (In thousands, except per       (In thousands, except per
                                                            share data)                     share data)
                                                     --------        --------        --------        --------
<S>                                                  <C>             <C>             <C>             <C>
Revenues                                             $ 14,776        $ 13,042        $ 29,579        $ 26,027
Cost of goods sold                                      9,156           7,903          18,286          15,907
                                                     --------        --------        --------        --------
Gross profit                                            5,620           5,139          11,293          10,120
                                                     --------        --------        --------        --------

Operating expenses:
   Selling expense                                      1,706           1,901           3,484           3,833
   General and administrative                           1,923           1,696           3,887           3,339
   Research and development                               478             498             996           1,040
                                                     --------        --------        --------        --------
                                                        4,107           4,095           8,367           8,212
                                                     --------        --------        --------        --------
Operating income                                        1,513           1,044           2,926           1,908
                                                     --------        --------        --------        --------
Other income (expense):
   Interest expense, net                                  (76)           (185)           (192)           (323)
   Other income (expense)                                 430             (15)            432             (12)
                                                     --------        --------        --------        --------
                                                         (354)           (200)           (240)           (335)
                                                     --------        --------        --------        --------
Income from continuing operations before
    provision for income taxes                          1,867             844           3,166           1,573
Provision for income taxes                                599             205             994             402
                                                     --------        --------        --------        --------

Income from continuing operations                       1,268             639           2,172           1,171

Gain on disposal of discontinued operations,
    net of income taxes                                   165              99             165              99
                                                     --------        --------        --------        --------
Net income                                           $  1,433        $    738        $  2,337        $  1,270
                                                     ========        ========        ========        ========
Earnings per basic share:
   Continuing operations                             $   0.63        $   0.31        $   1.08        $   0.57
   Gain on disposal of discontinued operations           0.08            0.05            0.08            0.05
                                                     --------        --------        --------        --------
                                                     $   0.71        $   0.36        $   1.16        $   0.62
                                                     ========        ========        ========        ========
Weighted average basic shares outstanding               2,023           2,044           2,009           2,072
                                                     ========        ========        ========        ========
Earnings per diluted share:
   Continuing operations                             $   0.56        $   0.30        $   0.97        $   0.53
   Gain on disposal of discontinued operations           0.07            0.05            0.07            0.05
                                                     --------        --------        --------        --------
                                                     $   0.63        $   0.35        $   1.04        $   0.58
                                                     ========        ========        ========        ========
Weighted average diluted shares outstanding             2,277           2,134           2,239           2,194
                                                     ========        ========        ========        ========
</TABLE>

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


                                       3
<PAGE>

                       ATRION CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                                                         June 30,   December 31,
                                                           2001        2000
Assets                                                 (unaudited)
------                                                 -----------  ------------
Current assets:                                             (In thousands)
   Cash and cash equivalents                             $   140      $   159
   Accounts receivable                                     9,927        7,175
   Inventories                                            11,015       10,110
   Prepaid expenses and other                                748          752
                                                         -------      -------
                                                          21,830       18,196
                                                         -------      -------

Property, plant and equipment:
   Original cost                                          38,401       37,295
   Less accumulated depreciation and amortization         13,042       11,225
                                                         -------      -------
                                                          25,359       26,070
                                                         -------      -------

Deferred charges:
   Patents                                                 2,860        3,012
   Goodwill                                               12,502       12,803
   Other                                                   3,497        3,609
                                                         -------      -------
                                                          18,859       19,424
                                                         -------      -------

                                                         $66,048      $63,690
                                                         =======     =======
                                                             (Continued)


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


                                       4
<PAGE>

                       ATRION CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               June 30,   December 31,
                                                                 2001         2000
Liabilities and Stockholders' Equity                         (unaudited)
------------------------------------                         -----------  -----------
                                                                  (In thousands)
<S>                                                            <C>         <C>
     Current liabilities:
        Accounts payable and accrued liabilities               $  5,607    $  4,518
        Accrued income and other taxes                              558         187
                                                               --------    --------
                                                                  6,165       4,705
                                                               --------    --------
     Long-term debt                                               5,520       7,400
                                                               --------    --------
     Other noncurrent liabilities                                 7,853       7,571
                                                               --------    --------
     Stockholders' equity:
        Common shares, par value $0.10 per share; authorized
           10,000,000 shares, issued 3,419,953 shares in
           2001 and 2000                                            342         342
        Paid-in capital                                           6,457       6,419
        Retained earnings                                        54,244      51,906
        Treasury shares,1,381,053 in 2001 and 1,427,660
           in 2000, at cost                                     (14,533)    (14,653)
                                                               --------    --------
            Total stockholders' equity                           46,510      44,014
                                                               --------    --------
                                                               $ 66,048    $ 63,690
                                                               ========    ========
</TABLE>

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


                                       5
<PAGE>

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

                                                            Six Months Ended
                                                                June 30
                                                           ------------------
                                                              2001       2000
                                                           -------    -------
                                                             (in thousands)
Cash flows from operating activities:
   Net income                                              $ 2,337    $ 1,270
   Adjustments to reconcile net income to
      net cash provided by operating activities:
        Gain on disposal of discontinued operations           (165)       (99)
        Depreciation and amortization                        2,271      1,993
        Deferred income taxes                                   61       (432)
        Other                                                  (94)        56
                                                           -------    -------
                                                             4,410      2,788

        Change in current assets and liabilities:
           (Increase) in accounts receivable                (2,752)      (162)
           (Increase) in other current assets                 (901)    (1,221)
           Increase in accounts payable                      1,207        661
           Increase in other current liabilities               253        467
                                                           -------    -------
   Net cash provided by continuing operations                2,217      2,533
   Net cash provided by discontinued operations                165         99
                                                           -------    -------
                                                             2,382      2,632
                                                           -------    -------

Cash flows from investing activities:
  Property, plant and equipment additions                   (1,283)    (1,457)
  Property, plant and equipment sales                          176       --
  Patent sale                                                  428       --
                                                           -------    -------
                                                              (679)    (1,457)
                                                           -------    -------

Cash flows from financing activities:
  Decrease in long-term indebtedness                        (1,880)      (370)
  Issuance of common stock                                     256         23
  Repurchase of common stock                                   (98)      (808)
                                                           -------    -------
                                                            (1,722)    (1,155)
                                                           -------    -------

Net change in cash and cash equivalents                        (19)        20
Cash and cash equivalents at beginning of period               159         70
                                                           -------    -------
Cash and cash equivalents at end of period                 $   140    $    90
                                                           =======    =======

Cash paid for:
   Interest                                                $   252    $   374
   Income taxes (net of refunds)                           $   694    $   162

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


                                       6
<PAGE>

                       ATRION CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

(1)  Basis of Presentation

     In  the  opinion  of  management,  all  adjustments  necessary  for a  fair
     presentation  of results of operations for the periods  presented have been
     included in the accompanying unaudited consolidated financial statements of
     Atrion  Corporation  (the "Company").  Such  adjustments  consist of normal
     recurring items. The accompanying  financial  statements have been prepared
     in  accordance  with  the   instructions  to  Form  10-Q  and  include  the
     information  and notes  required  by such  instructions.  Accordingly,  the
     consolidated  financial  statements  and  notes  thereto  should be read in
     conjunction  with  the  financial  statements  and  notes  included  in the
     Company's 2000 Annual Report on Form 10-K.

(2)  New Accounting Pronouncements

     In June 2001, the Financial Accounting Standards Board issued SFAS No. 141,
     "Business  Combinations"  (effective  July  1,  2001)  and  SFAS  No.  142,
     "Goodwill  and Other  Intangible  Assets"  (effective  for the  Company  on
     January 1, 2002).  SFAS No. 141 prohibits  pooling-of-interests  accounting
     for acquisitions.  SFAS No. 142 specifies that goodwill and some intangible
     assets will no longer be amortized  but instead will be subject to periodic
     impairment  testing.  The  Company  is in the  process  of  evaluating  the
     financial statement impact of adoption of SFAS No. 142.


                                       7
<PAGE>

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


     Results for the three months ended June 30, 2001

     The Company's  consolidated  net income for the quarter ended June 30, 2001
     was $1,433,000, or $.71 per basic and $.63 per diluted share, compared with
     $738,000,  or $.36 per basic and $.35 per  diluted  share,  for the  second
     quarter of 2000.  The  earnings per basic share  computations  are based on
     weighted  average  basic  shares  outstanding  of  2,022,515  in  2001  and
     2,043,780 in 2000. The earnings per diluted share computations are based on
     weighted  average  diluted  shares  outstanding  of  2,276,570  in 2001 and
     2,133,642 in 2000.

     Consolidated  revenues of $14.8 million for the second quarter of 2001 were
     $1.7 million, or 13 percent, higher than revenues for the second quarter of
     2000.  Gross  profit of $5.6  million  in the  second  quarter  of 2001 was
     $481,000, or 9 percent, higher than in the comparable 2000 period.

     The Company's  second quarter 2001 operating  expenses of $4.1 million were
     $12,000 higher than the operating  expenses for the second quarter of 2000.
     This increase was the result of increased general and administrative  (G&A)
     expenses  offset  by  reductions  in  selling  expenses  and  research  and
     development (R&D) expenses in the current  three-month period. G&A expenses
     for the second  quarter of 2001 were $227,000  higher than G&A expenses for
     the same  period in 2000  primarily  as a result of  increased  spending on
     compensation and benefit programs.  Selling expenses for the second quarter
     of 2001 were $195,000 lower than selling expenses for the second quarter of
     2000 due to a partial  reorganization  of the sales team to optimize sales.
     Operating  income  of $1.5  million  in the  second  quarter  of  2001  was
     $469,000,  or 45 percent,  higher than the  operating  income in the second
     quarter of 2000.

     Net  interest  expense of $76,000 for the three  months ended June 30, 2001
     was  $109,000  lower than net  interest  expense  for the  comparable  2000
     period.  This reduction was primarily related to the Company's reduction of
     its level of  borrowings.  Other income for the second  quarter of 2001 was
     $430,000  compared  to other  expense of $15,000 for the same period in the
     prior  year.  This  increase is  primarily  attributable  to the  Company's
     one-time gain of $428,000 on the sale of a patent in the second  quarter of
     2001.

     Income tax expense for the second quarter of 2001 was $599,000  compared to
     income  tax  expense  of  $205,000  for the same  period in the prior  year
     reflecting  the increased  operating  income level in the second quarter of
     2001 and the one-time gain on the sale of a patent.

     The  Company  recorded a gain on the  disposal of  discontinued  operations
     relating to the sale of its natural gas  operations of $165,000  after tax,
     or $.08 per basic and $.07 per  diluted  share,  for the second  quarter of
     2001  compared  with a gain of  $99,000  after  tax,  or $.05 per basic and
     diluted share, for the second quarter of 2000.


                                       8
<PAGE>

     The second quarter of 2001 was the ninth  consecutive  quarter in which the
     Company's earnings per share from continuing  operations  exceeded those of
     the same period in the prior year. The Company  anticipates that this trend
     will continue for the remainder of 2001 and that diluted earnings per share
     from continuing  operations will comfortably  exceed the 2000 level by more
     than 25%.

     Results for the six months ended June 30, 2001

     The  Company's  consolidated  net income for the six months  ended June 30,
     2001 was  $2,337,000,  or $1.16 per basic  and  $1.04  per  diluted  share,
     compared with $1,270,000, or $.62 per basic and $.58 per diluted share, for
     the same period of 2000.  The  earnings  per basic share  computations  are
     based on weighted average basic shares outstanding of 2,008,883 in 2001 and
     2,071,527 in 2000. The earnings per diluted share computations are based on
     weighted  average  diluted  shares  outstanding  of  2,238,622  in 2001 and
     2,194,493 in 2000.

     Consolidated  revenues  of $29.6  million  for the first six months of 2001
     were $3.6 million, or 14 percent,  higher than revenues for the same period
     of 2000.  The increase in revenues for the  six-months  ended June 30, 2000
     was a result of improved revenues at all operations.

     Gross profit of $11.3  million for the  six-months  ended June 30, 2001 was
     $1.2 million, or 12 percent, higher than in the comparable 2000 period. The
     previously  mentioned  increase in revenues was the primary  contributor to
     this increase.

     The Company's  operating  expenses of $8.4 million for the first six months
     of 2001 were  $155,000  higher  than the  operating  expenses  for the same
     period of 2000.  This  increase  was the result of  increased  G&A expenses
     offset by  reductions  in selling  expenses and R&D expenses in the current
     six-month  period.  G&A  expenses  for the  first  six  months of 2001 were
     $548,000  higher than G&A expenses for the same period in 2000 primarily as
     a result of  increased  spending  on  outside  services,  compensation  and
     benefit  programs.  Selling expenses for the six-months ended June 30, 2001
     were $349,000 lower than selling expenses for the comparable period of 2000
     due to a  partial  reorganization  of the  sales  team to  optimize  sales.
     Operating  income of $2.9  million in the first six months of 2001 was $1.0
     million, or 53 percent,  higher than the operating income in the comparable
     period of 2000.

     Net interest expense of $192,000 for the six months ended June 30, 2001 was
     $131,000 lower than net interest  expense for the  comparable  2000 period.
     This  reduction  was primarily  related to the  Company's  reduction of its
     level of borrowings.  Other income for the six-month  period ended June 30,
     2001 was $432,000  compared to other expense of $12,000 for the same period
     in the prior year. This increase is primarily attributable to the Company's
     one-time gain on the sale of a patent in the second quarter of 2001.


                                       9
<PAGE>

     Income  tax  expense  for the  six-month  period  ended  June 30,  2001 was
     $994,000  compared to income tax expense of $402,000 for the same period in
     the prior year  reflecting  the  increased  operating  income level for the
     first six months of 2001 and the  one-time  gain on the sale of a patent in
     2001.

     As  discussed  above,  the  Company  recorded  a gain  on the  disposal  of
     discontinued  operations relating to the sale of its natural gas operations
     of $165,000  after tax, or $.08 per basic and $.07 per diluted  share,  for
     the six months ended June 30, 2001  compared  with a gain of $99,000  after
     tax, or $.05 per basic and diluted share, for the six months ended June 30,
     2000.

     Liquidity and Capital Resources

     At June 30,  2001,  the Company had cash and cash  equivalents  of $140,000
     compared with  $159,000 at December 31, 2000.  The Company had $5.5 million
     of long-tem debt borrowed under its $18.5 million revolving credit facility
     at June 30, 2001 compared  with $7.4 million of long-term  debt at December
     31, 2000.  This  decrease in long-term  debt from December 31, 2000 to June
     30, 2001 was  attributable  the Company's use of cash flow from  continuing
     operations to reduce its borrowing level.

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

     Forward-Looking Statements

     The  statements  in this  Management's  Discussion  and  Analysis  that are
     forward-looking are based upon current expectations, and actual results may
     differ  materially.   Therefore,  the  inclusion  of  such  forward-looking
     information  should not be regarded as a representation by the Company that
     the objectives or plans of the Company would be achieved.  Such  statements
     include, but are not limited to, the Company's  expectations  regarding the
     trend in earnings per share from continuing operations for the remainder of
     2001 and regarding  diluted  earnings per share from continuing  operations
     for the year 2001, as well as 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 to differ  materially  including,  but not
     limited  to,  the  following:   changing  economic,   market  and  business
     conditions,  market  acceptance of the Company's  products,  the effects of
     governmental  regulation,  the impact of competition and new  technologies,
     slower-than-anticipated  introduction of new products or  implementation of
     marketing  strategies,  changes  in  the  prices  or  availability  of  raw
     materials,  changes in product mix, product recalls, the ability to attract
     and retain qualified personnel and the loss of any significant customer. In
     addition, assumptions relating to budgeting, marketing,


                                       10
<PAGE>

     product  development and other management  decisions are subjective in many
     respects and thus susceptible to interpretations  and periodic review which
     may cause the Company to alter its marketing, capital expenditures or other
     budgets,  which in turn may affect the Company's  results of operations and
     financial condition.


                                       11
<PAGE>

                                    PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

          None

ITEM 2. CHANGES IN SECURITIES

          None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

          None

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

          The  Company  held its 2001  Annual  Meeting  of  Stockholders  on May
          15,2001 at its offices in Allen, Texas. At such meeting, the Company's
          stockholders  ratified the Board of Director's  appointment  of Arthur
          Andersen LLP as independent  accountants  with 1,709,263  shares voted
          for  ratification,  12,946 voted  against and 3,185  abstentions.  The
          voting with respect to the  nominees for election as directors  was as
          follows:

           Nominee                     Votes For             Votes Withheld
           -------                     ---------             --------------
          John P. Stupp, Jr.           1,698,077                 27,317
          Roger F. Stebbing            1,698,077                 27,317

          The terms of the  following  directors  continued  after the  meeting:
          Richard O. Jacobson,  Jerome J. McGrath, Hugh J. Morgan, Jr., Emile A.
          Battat and John H. P. Maley.

ITEM 5. OTHER INFORMATION

          None


                                       12
<PAGE>


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

               None

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


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


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


                                       14