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 March 31, 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
        Title of Each Class                          at  May 2, 2001
Common stock, Par Value $0.10 per share                2,024,993



<PAGE>



                       ATRION CORPORATION AND SUBSIDIARIES


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>


<S>                                                                                  <C>
PART I.       Financial Information                                                  2

       Item 1.     Financial Statements

                        Consolidated Statements of Income (Unaudited)
                            For the Three Months Ended
                            March 31, 2001 and 2000                                  3


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


                        Consolidated Statements of Cash Flows (Unaudited)
                            For the Three Months Ended
                            March 31, 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                                                     10

       Item 6.     Exhibits and Reports on
                     Form 8-K                                                       10

SIGNATURES                                                                          11
</TABLE>


                                       1
<PAGE>

























                                     PART I


                              FINANCIAL INFORMATION






















                                       2


<PAGE>



                       ATRION CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                            Three Months Ended
                                                                                 March 31
                                                                     -------------------------------------
                                                                           2001                  2000
                                                                     -----------------    ----------------
                                                                     (In thousands, except per share data)

<S>                                                                     <C>                       <C>
Revenues                                                                $ 14,803                  $ 12,985
Cost of goods sold                                                         9,130                     8,005
                                                                        --------                  --------
Gross profit                                                               5,673                     4,980
                                                                        --------                  --------

Operating expenses:
   Selling expense                                                         1,778                     1,932
   General and administrative                                              1,964                     1,642
   Research and development                                                  518                       542
                                                                        --------                  --------
                                                                           4,260                     4,116
                                                                        --------                  --------

Operating income                                                           1,413                       864
                                                                        --------                  --------

Other income:
   Interest (expense) income, net                                           (115)                     (138)
   Other income                                                                2                         3
                                                                        --------                  --------
                                                                            (113)                     (135)
                                                                        --------                  --------

Income before provision for income taxes                                   1,300                       729
Provision for income taxes                                                   395                       197
                                                                        --------                  --------


Net income                                                              $    905                  $    532
                                                                        ========                  ========

Earnings per basic share                                                $   0.45                  $   0.25
                                                                        ========                  ========

Weighted average basic shares outstanding                                  1,995                     2,099
                                                                        ========                  ========

Earnings per diluted share                                              $   0.42                  $   0.24
                                                                        ========                  ========

Weighted average diluted shares outstanding                                2,130                     2,177
                                                                        ========                  ========

</TABLE>

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


                                       3
<PAGE>




                       ATRION CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                               March 31,             December 31,
                                                                                 2001                   2000
                                                                             (Unaudited)
                                                                             ------------           ------------
Assets                                                                                 (In thousands)
------
<S>                                                                           <C>                     <C>
Current assets:
   Cash and cash equivalents                                                  $   310                 $   159
   Accounts receivable                                                          9,174                   7,175
   Inventories                                                                 10,467                  10,110
   Prepaid expenses and other                                                     836                     752
                                                                              -------                 -------
                                                                               20,787                  18,196
                                                                              -------                 -------

Property, plant and equipment:
   Original cost                                                               37,910                  37,295
   Less accumulated depreciation and amortization                              12,182                  11,225
                                                                              -------                 -------
                                                                               25,728                  26,070
                                                                              -------                 -------

Deferred charges:
   Patents                                                                      2,935                   3,012
   Goodwill                                                                    12,653                  12,803
   Other                                                                        3,517                   3,609
                                                                              -------                 -------
                                                                               19,105                  19,424
                                                                              -------                 -------

                                                                              $65,620                 $63,690
                                                                              =======                 =======
</TABLE>


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




                                       4
<PAGE>



                       ATRION CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                               March 31,             December 31,
                                                                                 2001                   2000
                                                                              (Unaudited)
                                                                         ---------------------    --------------------
Liabilities and Stockholders' Equity                                                    (in thousands)
------------------------------------

<S>                                                                           <C>                    <C>
Current liabilities:
   Accounts payable and accrued liabilities                                   $  5,689               $  4,518
   Accrued income and other taxes                                                  359                    187
                                                                              --------               --------
                                                                                 6,048                  4,705
                                                                              --------               --------

Long-term debt                                                                   7,061                  7,400
                                                                              --------               --------

Other noncurrent liabilities                                                     7,591                  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                                                               6,423                  6,419
   Retained earnings                                                            52,811                 51,906
   Treasury shares,1,418,460 in 2001 and 1,427,660
      in 2000, at cost                                                         (14,656)               (14,653)
                                                                              --------               --------
       Total stockholders' equity                                               44,920                 44,014
                                                                              --------               --------


                                                                              $ 65,620               $ 63,690
                                                                              ========               ========

</TABLE>

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



                                       5
<PAGE>




                       ATRION CORPORATION AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                        Three Months Ended
                                                                                             March 31
                                                                           ------------------- ----- -------------------
                                                                                  2001                      2000
                                                                           -------------------       -------------------
                                                                                          (In thousands)
<S>                                                                              <C>                    <C>
Cash flows from operating activities:
   Net income                                                                    $   905                $   532
   Adjustments to reconcile net income to
      net cash provided by operating activities:
        Depreciation and amortization                                              1,184                  1,042
        Deferred income taxes                                                         27                     51
        Other                                                                         85                    (65)
                                                                                 -------                -------
                                                                                   2,201                  1,560

    Change in current assets and liabilities:
        Increase in accounts receivable                                           (1,999)                  (871)
        Increase in other current assets                                            (441)                (1,053)
        Increase in accounts payable                                               1,424                  1,048
        (Decrease) increase in other current liabilities                             (81)                    67
                                                                                 -------                -------
                                                                                   1,104                    751
                                                                                 -------                -------

Cash flows from investing activities:
  Property, plant and equipment additions                                           (615)                  (895)
                                                                                 -------                -------
                                                                                    (615)                  (895)
                                                                                 -------                -------

Cash flows from financing activities:
  (Decrease) increase in long-term indebtedness                                     (339)                   470
  Issuance of common stock                                                            99                     23
  Repurchase of common stock                                                         (98)                    --
                                                                                 -------                -------
                                                                                    (338)                   493
                                                                                 -------                -------

Net change in cash and cash equivalents                                              151                    349
Cash and cash equivalents at beginning of period                                     159                     70
                                                                                 -------                -------
Cash and cash equivalents at end of period                                       $   310                $   419
                                                                                 =======                =======



Cash paid for:
  Interest (net of capitalization amounts)                                       $   138                $   175
  Income taxes (net of refunds)                                                  $   192                $   129
</TABLE>


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



                                       6
<PAGE>




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

(1)  Basis  of  Presentation

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



























                                       7


<PAGE>


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

Results for the three months ended March 31, 2001

The Company's  consolidated  net income for the quarter ended March 31, 2001 was
$905,000,  or $.45 per basic and $.42 per diluted share, compared with $532,000,
or $.25 per basic and $.24 per diluted share, for the first quarter of 2000. The
earnings per basic share computations are based on weighted average basic shares
outstanding of 1,995,100 in 2001 and 2,099,274 in 2000. The earnings per diluted
share  computations are based on weighted average diluted shares  outstanding of
2,130,249 in 2001 and 2,176,735 in 2000.

Consolidated  revenues of $14.8  million for the first quarter of 2001 were $1.8
million, or 14 percent,  higher than revenues for the first quarter of 2000. The
increase  in  revenues  in the first  quarter  of 2000 was a result of  improved
revenues at all operations.

Gross profit of $5.7 million in the first  quarter of 2001 was  $693,000,  or 14
percent,  higher than in the comparable  2000 period.  The previously  mentioned
increase in revenues was the primary contributor to this increase.

The  Company's  first  quarter  2001  operating  expenses of $4.3  million  were
$144,000 higher than the operating  expenses for the first 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 first quarter
of 2001 were  $322,000  higher  than G&A  expenses  for the same  period in 2000
primarily as a result increased  spending on outside services,  compensation and
benefit  programs.  Selling expenses for the first quarter of 2001 were $154,000
lower  than  selling  expenses  for the first  quarter  of 2000 due to a partial
reorganization  of the  sales  team  to  optimize  sales, resulting  in  reduced
compensation,  travel and  entertainment  and  advertising  expenses.  Operating
income of $1.4 million in the first quarter of 2001 was $549,000, or 64 percent,
higher than the operating income in the first quarter of 2000.

Net interest expense for the first quarter of 2001 was $115,000  compared to net
interest  expense  of  $138,000  for the same  period  in the prior  year.  This
decrease is primarily  attributable  to the Company's  reduction of its level of
borrowings.

Income tax expense for the first quarter of 2001 was $395,000 compared to income
tax expense of $197,000  for the same  period in the prior year  reflecting  the
increased income level in the first quarter of 2001.

The  first  quarter  of 2001 was the  eighth  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 exceed the 2000 level by approximately 25%.



                                       8
<PAGE>





Liquidity and Capital Resources

At March  31,  2001,  the  Company  had cash and cash  equivalents  of  $310,000
compared  with  $159,000 at December  31,  2000.  The  increase in cash and cash
equivalents from December 31, 2000 to March 31, 2001 was primarily  attributable
to the Company's  operating  results.  The Company had $7.1 million of long-term
debt borrowed  under its $18.5 million  revolving  credit  facility at March 31,
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 March  31,  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,  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.


                                       9
<PAGE>


                                     PART II

                                OTHER INFORMATION




ITEM 1.    LEGAL PROCEEDINGS

           None

ITEM 2.    CHANGES IN SECURITIES

           None

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

           None

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

           NONE

ITEM 5.    OTHER INFORMATION

           None

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

           (a)    Exhibits
                  None

           (b)    No reports on Form 8-K have been  filed  during the  quarter
                  ended March 31, 2001.




                                       10
<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:  May 11, 2001                              /s/ Emile A. Battat
                                                 -------------------------------
                                                 Emile A. Battat
                                                 Chairman, President and
                                                 Chief Executive Officer



Date:  May 11, 2001                              /s/ Jeffery Strickland
                                                 -------------------------------
                                                 Jeffery Strickland
                                                 Vice President and
                                                 Chief Financial Officer


                                       11