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, 2002           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                            November 9, 2002
---------------------------------------          -------------------------------
Common stock, Par Value $0.10 per share                     1,707,921

<PAGE>

                       ATRION CORPORATION AND SUBSIDIARIES

                                TABLE OF CONTENTS

PART I. Financial Information                                                  2

      Item 1. Financial Statements

                 Consolidated Statements of Income (Unaudited)
                     For the Three and Nine Months Ended
                     September 30, 2002 and 2001                               3

                 Consolidated Balance Sheets
                     September 30, 2002 (Unaudited) and December 31, 2001      4

                 Consolidated Statements of Cash Flows (Unaudited)
                     For the Nine Months Ended
                     September 30, 2002 and 2001                               5

                 Notes to Consolidated Financial Statements (Unaudited)        6

      Item 2. Management's Discussion and Analysis of
                Financial Condition and Results of Operations                 10

      Item 4. Controls and Procedures                                         14

PART II. Other Information                                                    15

      Item 6. Exhibits and Reports on
                 Form 8-K                                                     15

SIGNATURES                                                                    16

Certifications                                                                16


                                       1
<PAGE>

                                     PART I

                              FINANCIAL INFORMATION


                                       2
<PAGE>

Item 1.       Financial Statements

                       ATRION CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                     Three Months Ended      Nine Months Ended
                                                        September 30           September 30
                                                   --------------------------------------------
                                                     2002        2001        2002        2001
                                                   --------------------------------------------
<S>                                                <C>         <C>         <C>         <C>
Revenues                                           $ 14,662    $ 15,418    $ 44,262    $ 44,998
Cost of goods sold                                    9,620       9,577      28,705      27,864
                                                   --------    --------    --------    --------
Gross profit                                          5,042       5,841      15,557      17,134
                                                   --------    --------    --------    --------

Operating expenses:
   Selling                                            1,306       1,543       4,142       5,027
   General and administrative                         1,708       2,082       5,375       5,970
   Research and development                             643         483       1,700       1,479
                                                   --------    --------    --------    --------
                                                      3,657       4,108      11,217      12,476
                                                   --------    --------    --------    --------
Operating income                                      1,385       1,733       4,340       4,658
                                                   --------    --------    --------    --------

Other income (expense):
   Interest expense, net                                (88)        (25)       (287)       (217)
   Other (expense) income                               (19)          4         (17)        437
                                                   --------    --------    --------    --------
                                                       (107)        (21)       (304)        220
                                                   --------    --------    --------    --------
Income from continuing operations before
    provision for income taxes                        1,278       1,712       4,036       4,878
Provision for income taxes                              181         535       1,002       1,529
                                                   --------    --------    --------    --------

Income from continuing operations                     1,097       1,177       3,034       3,349

Gain on disposal of discontinued operations, net
    of income taxes                                      --       5,326         165       5,492
                                                   --------    --------    --------    --------
Income before cumulative effect of change in
    accounting principle                              1,097       6,503       3,199       8,841

Cumulative effect of change in accounting
   principle, net of income taxes                        --          --      (1,641)         --
                                                   --------    --------    --------    --------

Net income                                         $  1,097    $  6,503    $  1,558    $  8,841
                                                   ========    ========    ========    ========

Earnings (loss) per basic share:
   Income from continuing operations               $   0.64    $   0.57    $   1.77    $   1.66
   Gain on disposal of discontinued operations           --        2.60        0.10        2.72
   Cumulative effect of change in accounting
     principle                                           --          --       (0.96)         --
                                                   --------    --------    --------    --------
                                                   $   0.64    $   3.17    $   0.91    $   4.38
                                                   ========    ========    ========    ========

Weighted average basic shares outstanding             1,720       2,048       1,712       2,022
                                                   ========    ========    ========    ========
Earnings (loss) per diluted share:
   Income from continuing operations               $   0.59    $   0.51    $   1.61    $   1.50
   Gain on disposal of discontinued operations           --        2.33        0.09        2.46
   Cumulative effect of change in accounting
     principle                                           --          --       (0.87)         --
                                                   --------    --------    --------    --------
                                                   $   0.59    $   2.84    $   0.83    $   3.96
                                                   ========    ========    ========    ========

Weighted average diluted shares outstanding           1,849       2,290       1,879       2,234
                                                   ========    ========    ========    ========
</TABLE>

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


                                       3
<PAGE>

                       ATRION CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                        September 30,    December 31,
                                                            2002             2001
                                                        -------------    ------------
                                                        (unaudited)
                                                                (in thousands)
<S>                                                        <C>             <C>
Assets

Current assets:
   Cash and cash equivalents                               $    549        $    542
   Accounts receivable                                       10,356           7,559
   Inventories                                               11,501          11,114
   Prepaid expenses and other                                 1,463           1,463
                                                           --------        --------
                                                             23,869          20,678
                                                           --------        --------

Property, plant and equipment:
   Original cost                                             41,978          39,866
   Less accumulated depreciation and amortization            17,139          14,488
                                                           --------        --------
                                                             24,839          25,378
                                                           --------        --------

Other assets:
   Patents                                                    2,479           2,707
   Goodwill                                                   9,730          12,216
   Other                                                      2,582           3,308
                                                           --------        --------
                                                             14,791          18,231
                                                           --------        --------

                                                           $ 63,499        $ 64,287
                                                           ========        ========

Liabilities and Stockholders' Equity

Current liabilities:
   Accounts payable and accrued liabilities                $  5,593        $  5,337
   Accrued income and other taxes                               818             109
                                                           --------        --------
                                                              6,411           5,446
                                                           --------        --------

Long-term debt                                               14,937          17,125
                                                           --------        --------

Other noncurrent liabilities                                  1,325           2,541
                                                           --------        --------

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                                            8,123           7,991
   Retained earnings                                         63,218          61,660
   Treasury shares,1,712,032 in 2002 and 1,732,032
      in 2001, at cost                                      (30,857)        (30,818)
                                                           --------        --------
       Total stockholders' equity                            40,826          39,175
                                                           --------        --------

                                                           $ 63,499        $ 64,287
                                                           ========        ========
</TABLE>

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


                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                               Nine Months Ended
                                                                  September 30
                                                           ------------------------
                                                              2002          2001
                                                           ----------    ----------
<S>                                                        <C>           <C>
Cash flows from operating activities:
   Net income                                              $    1,558    $    8,841
   Adjustments to reconcile net income to
      net cash provided by operating activities:
        Goodwill impairment, net of income taxes                1,641            --
        Gain on disposal of discontinued operations              (165)       (5,492)
        Depreciation and amortization                           3,237         3,429
        Deferred income taxes                                    (189)          203
        Other                                                     183          (428)
                                                           ----------    ----------
                                                                6,265         6,553

    Change in operating assets and liabilities:
        Accounts receivable                                    (2,798)       (1,949)
        Other current assets                                     (387)         (175)
        Accounts payable and accrued liabilities                  256           652
        Accrued income and other taxes                            709           630
        Other non-current assets and liabilities                  544           498
                                                           ----------    ----------

Net cash provided by continuing operations                      4,589         6,209
Net cash provided by discontinued operations                      165           165
                                                           ----------    ----------
                                                                4,754         6,374

Cash flows from investing activities:
  Property, plant and equipment additions                      (2,611)       (2,068)
  Property, plant and equipment sales                              15           176
  Patent sale                                                      --           428
                                                           ----------    ----------
                                                               (2,596)       (1,464)
                                                           ----------    ----------

Cash flows from financing activities:
  Decrease in long-term indebtedness                           (2,188)       (5,013)
  Issuance of common stock                                        345           459
  Repurchase of common stock                                     (308)         (169)
                                                           ----------    ----------
                                                               (2,151)       (4,723)
                                                           ----------    ----------

Net change in cash and cash equivalents                             7           187
Cash and cash equivalents at beginning of period                  542           159
                                                           ----------    ----------
Cash and cash equivalents at end of period                 $      549    $      346
                                                           ==========    ==========

Cash paid for:
  Interest                                                 $      320    $      314
  Income taxes                                             $      190    $      895
</TABLE>

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


                                       5
<PAGE>

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

(1)   Basis of Presentation

      In the opinion of management, all adjustments necessary for a fair
      presentation of results of operations for the periods presented have been
      included in the accompanying unaudited consolidated financial statements
      of Atrion Corporation (the "Company"). Such adjustments consist of normal
      recurring items. The accompanying financial statements have been prepared
      in accordance with the instructions to Form 10-Q and include the
      information and notes required by such instructions. Accordingly, the
      consolidated financial statements and notes thereto should be read in
      conjunction with the financial statements and notes included in the
      Company's 2001 Annual Report on Form 10-K.

(2)   Intangible Assets

      In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS
      142, "Goodwill and Other Intangible Assets." Under SFAS 142, goodwill is
      no longer subject to amortization, but is now subject to at least an
      annual assessment for impairment by applying a fair value-based test. SFAS
      142 became effective for the Company on January 1, 2002. Goodwill
      amortization, which was $603,000 in 2001, ceased effective January 1,
      2002. The Company has completed the process of performing an impairment
      analysis as required by SFAS 142, resulting in a write-down of goodwill in
      the first quarter of 2002 of $1.6 million, net of income tax. The charge
      reflected a reduction in the goodwill resulting from the acquisition of
      Quest Medical in February 1998. The impairment loss was recorded as the
      cumulative effect of a change in accounting principle. Net income before
      cumulative effect of change in accounting principle for the three and nine
      months ended September 30, 2002 and net income for the three and nine
      months ended September 30, 2001 adjusted as though the non-amortization
      provisions of SFAS 142 had been in effect for that period are as follows:

<TABLE>
<CAPTION>
                                             Three Months ended         Nine Months ended
                                                September 30,             September 30,
                                              2002         2001         2002         2001
                                           -------------------------------------------------
                                               (in thousands)            (in thousands)
<S>                                        <C>          <C>          <C>           <C>
Income from continuing operations          $    1,097   $    1,177   $    3,034    $   3,349(a)
Add back: Goodwill amortization,  net of
    tax                                            --          106           --          319
                                           -------------------------------------------------
Adjusted income from continuing
    operations                             $    1,097   $    1,283   $    3,034   $    3,668
                                           =================================================
</TABLE>

<TABLE>
<CAPTION>
                                             Three Months ended        Nine Months ended
                                                September 30,             September 30,
                                              2002         2001         2002         2001
                                           -------------------------------------------------
<S>                                        <C>          <C>          <C>           <C>
Adjusted income per basic share:
Income from continuing operations          $     0.64   $     0.57   $     1.77    $    1.66(b)
Add back: Goodwill amortization,  net of
  tax                                              --         0.05           --         0.15
                                           -------------------------------------------------
Adjusted income from continuing
    operations                             $     0.64   $     0.62   $     1.77   $     1.81
                                           =================================================
</TABLE>

(a) - includes $273,000, net of tax, one-time gain on a patent sale

(b) - includes $0.13 per share from a one-time gain on a patent sale


                                       6
<PAGE>

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

<TABLE>
<CAPTION>
                                             Three Months ended        Nine Months ended
                                                September 30,             September 30,
                                             2002         2001          2002        2001
                                           -------------------------------------------------
<S>                                        <C>          <C>          <C>          <C>
Adjusted income per diluted share:

Income from continuing operations          $     0.59   $     0.51   $     1.61   $     1.50(c)
Add back: Goodwill amortization,  net of
    tax                                            --         0.05           --         0.14
                                           -------------------------------------------------
Adjusted income from continuing
    operations                             $     0.59   $     0.56   $     1.61   $     1.64
                                           =================================================
</TABLE>

(c) - includes $ 0.12 per share from a one-time gain on a patent sale

      Intangible assets consist of the following (in thousands, except average
life):

<TABLE>
<CAPTION>
                                                                        September 30, 2002             December 31, 2001
                                                                 -------------------------------------------------------------
                                                   Average           Gross                          Gross
                                                     Life           Carrying      Accumulated      Carrying      Accumulated
                                                   (years)           Amount       Amortization      Amount       Amortization
                                                 -------------   -------------   -------------   -------------   -------------
<S>                                              <C>             <C>             <C>             <C>             <C>
Amortizable intangible assets:
      Patents                                            12.85   $       9,250   $       6,771   $   9,250       $       6,543

Intangible assets not subject to amortization:
      Goodwill                                                   $      16,330   $       6,600   $  16,330       $       4,114
</TABLE>

      Aggregate amortization expense for the three and nine months ended
      September 30, 2002 was $76,000 and $228,000, respectively. Aggregate
      amortization expense for the three and nine months ended September 30,
      2001 was $227,000 and $680,000, respectively.

      Estimated amortization expense for each of the years ending December 31,
      is as follows (in thousands):

      2002                      $304
      2003                      $304
      2004                      $304
      2005                      $271
      2006                      $169

      The change in the carrying amounts of goodwill for the nine-month period
      ended September 30, 2002 is as follows (in thousands):

      Balance as of January 1, 2002                                $12,216
      Impairment loss                                                2,486
                                                                   -------
      Balance as of September 30, 2002                             $ 9,730
                                                                   =======


                                       7
<PAGE>

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

(3)   Inventories

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

                                              September 30,    December 31,
                                                  2002             2001
      --------------------------------------------------------------------
      Raw materials                            $    6,099       $    6,037
      Finished goods                                3,625            4,189
      Work in process                               1,777              888
      --------------------------------------------------------------------
                                               $   11,501       $   11,114
      --------------------------------------------------------------------

(4)   Earnings per share

      The following is the computation for basic and diluted earnings per share
      before cumulative effect of change in accounting principle:

<TABLE>
<CAPTION>
                                                      Three months ended         Nine months ended
                                                         September 30,             September 30,
                                                       2002         2001         2002         2001
                                                    -------------------------------------------------
                                                         (in thousands, except per share amounts)
<S>                                                 <C>          <C>          <C>          <C>
      Income from continuing operations             $    1,097   $    1,177   $    3,034   $    3,349(a)

      Gain on disposal of discontinued operations           --        5,326          165        5,492
                                                    -------------------------------------------------
      Income before cumulative effect of change
          in accounting principle                   $    1,097   $    6,503   $    3,199   $    8,841
                                                    =================================================

       Weighted average basic shares outstanding         1,720        2,048        1,712        2,022
       Add:  Effect of dilutive securities
          (options)                                        129          242          167          212
                                                    -------------------------------------------------
       Weighted average diluted shares
          outstanding                                    1,849        2,290        1,879        2,234
                                                    =================================================
</TABLE>

(a) - includes $273,000, net of tax, one-time gain on a patent sale


                                       8
<PAGE>

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

<TABLE>
<CAPTION>
                                                 Three months ended         Nine months ended
                                                    September 30,             September 30,
                                                  2002         2001         2002         2001
                                               -------------------------------------------------
                                                    (in thousands, except per share amounts)
<S>                                            <C>          <C>          <C>          <C>
        Earnings per basic share:

        Income from continuing operations      $     0.64   $     0.57   $     1.77   $     1.66(b)

        Gain on disposal of discontinued
          operations                                   --         2.60         0.10         2.72
                                               -------------------------------------------------
        Earnings before cumulative effect of
          change in accounting principle       $     0.64   $     3.17   $     1.87   $     4.38
                                               =================================================
      Earnings per diluted share:

        Income from continuing operations      $     0.59   $     0.51   $     1.61       $1.50(c)

        Gain on disposal of discontinued
          operations                                   --         2.33         0.09         2.46
                                               -------------------------------------------------
        Earnings before cumulative effect of
          change in accounting principle       $     0.59   $     2.84   $     1.70   $     3.96
                                               =================================================
</TABLE>

(b) - includes $ 0.13 per share from a one-time gain on a patent sale

(c) - includes $ 0.12 per share from a one-time gain on a patent sale

      Outstanding options that were not included in the diluted earnings per
      share calculation because their effect would be anti-dilutive totaled
      61,500 and 33,667 for the three and nine-month periods ended September 30,
      2002, respectively, and 12,000 and 11,067 for the three and nine-month
      periods ended September 30, 2001, respectively.


                                       9
<PAGE>

                       ATRION CORPORATION AND SUBSIDIARIES

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

      Results for the three months ended September 30, 2002

      The Company's consolidated income from continuing operations for the
      quarter ended September 30, 2002 was $1.1 million, or $0.64 per basic and
      $0.59 per diluted share, compared with consolidated income from continuing
      operations of $1.2 million, or $0.57 per basic and $0.51 per diluted
      share, for the third quarter of 2001. The earnings per basic share
      computations are based on weighted average basic shares outstanding of
      1,719,791 in the 2002 period and 2,047,535 in the 2001 period. The
      earnings per diluted share computations are based on weighted average
      diluted shares outstanding of 1,848,858 in the 2002 period and 2,289,880
      in the 2001 period.

      Consolidated revenues of $14.7 million for the third quarter of 2002 were
      lower than revenues of $15.4 million for the third quarter of 2001. Sales
      of contact lens disinfection cases that the Company's customers distribute
      through retail outlets were lower than similar product sales in the third
      quarter of 2001. Shipments of these products reached peak levels during
      the 2001 period as customers increased their orders to build up
      inventories and launch their marketing programs. This decrease in sales
      was partially offset by an increase in sales of products used by
      physicians and hospitals during the three months ended September 30, 2002.
      The Company anticipates favorable quarterly revenue comparisons of contact
      lens disinfection cases starting with the fourth quarter of 2002 as
      compared to the fourth quarter of 2001. Cost of goods sold of $9.6 million
      for the third quarter of 2002 was flat as compared with the comparable
      2001 period. The increase in cost of goods sold as a percentage of
      revenues is primarily related to a shift in product mix to products with
      lower gross profit margins.

      Gross profit of $5.0 million in the third quarter of 2002 was $799,000, or
      13.7 percent, lower than in the comparable 2001 period. The Company's
      gross profit percentage in the third quarter of 2002 was 34.4 percent of
      revenues compared with 37.9 percent of revenues in the third quarter of
      2001. This decrease is primarily related to the previously mentioned shift
      in product mix.

      The Company's third quarter 2002 operating expenses of $3.7 million were
      $451,000, or 11.0 percent, lower than the operating expenses for the third
      quarter of 2001. This decrease was the result of decreased general and
      administrative (G&A) expenses and decreased selling expenses partially
      offset by a $160,000 increase in research and development (R&D) expenses
      in the current year period. The increase is primarily related to a
      $108,000 write-off of assets related to a discontinued project during the
      third quarter of 2002. Selling expenses for the third quarter of 2002 were
      $237,000 lower than selling expenses for the third quarter of 2001
      primarily related to spending controls. G&A expenses for the third quarter
      of 2002 were $374,000 lower than G&A expenses for the same period in 2001
      primarily as a result of a $151,000 reduction in goodwill amortization in
      the current year period due to the adoption of SFAS 142 as discussed in
      Note 2 to the Company's Consolidated Financial Statements (unaudited)
      included herein. Additionally, G&A expense savings from restructuring
      certain of the Company's operations and reduced compensation and outside
      services were partially offset by increases in insurance costs. Operating
      income of $1.4 million in the third quarter of 2002 was $348,000, or 20
      percent, lower than the operating income in the third quarter of 2001.


                                       10
<PAGE>

      Net interest expense for the third quarter of 2002 was $88,000 compared to
      net interest expense of $25,000 for the same period in the prior year.
      This increase in net interest expense is primarily related to higher
      average borrowings for the third quarter of 2002 as compared with the
      third quarter of 2001 partially offset by a significant reduction in
      interest rates for the 2002 period. Other expense for the third quarter of
      2002 was $19,000 compared to other income of $4,000 for the same period in
      the prior year. This shift is primarily related to a $21,000 loss on the
      disposal of certain manufacturing equipment in 2002.

      Income tax expense for the third quarter of 2002 was $181,000 compared to
      income tax expense of $535,000 for the same period in the prior year. The
      effective tax rates for the three months ended September 30, 2002 and 2001
      were 14.2 percent and 31.3 percent, respectively. The lower effective tax
      rate in 2002 is primarily related to higher benefits from tax incentives
      for exports and R&D expenditures and the utilization of capital loss
      carryovers.

      In the third quarter of 2001, the Company recorded a non-cash gain from
      discontinued operations of $5,326,000 after tax, or $2.60 per basic and
      $2.33 per diluted share. The third quarter 2001 gain resulted from the
      reversal of a reserve established when the Company disposed of its natural
      gas operations in 1997. The reversal followed a resolution of an
      outstanding contingency related to the sale of those assets. During the
      third quarter of 2002, the Company had no transactions related to
      discontinued operations, and no remaining assets from discontinued
      operations.

      Results for the nine months ended September 30, 2002

      The Company's consolidated income from continuing operations for the nine
      months ended September 30, 2002 was $3.0 million, or $1.77 per basic and
      $1.61 per diluted share, compared with income from continuing operations
      of $3.3 million, or $1.66 per basic and $1.50 per diluted share, for the
      same period of 2001. Consolidated income from continuing operations for
      the nine months ended September 30, 2001 included a one-time gain of
      $428,000 ($273,000 net of tax, or $0.13 per basic and $0.12 per diluted
      share) attributable to the sale of a patent. The Company's consolidated
      income before cumulative effect of change in accounting principle for the
      nine months ended September 30, 2002 was $2.9 million, or $1.87 per basic
      and $1.70 per diluted share, compared with income before cumulative effect
      of change in accounting principle of $8.8 million, or $4.38 per basic and
      $3.96 per diluted share, for the same period of 2001. As previously
      mentioned, the Company adopted SFAS 142 effective January 1, 2002. The
      required adoption of SFAS 142 is considered a change in accounting
      principle and the cumulative effect of adopting this standard resulted in
      a $1.64 million, or $0.96 per basic and $0.87 per diluted share, non-cash,
      after tax charge in the first quarter of 2002. Consolidated net income,
      including the cumulative effect of change in accounting principle, totaled
      $1.6 million, or $0.91 per basic and $0.83 per diluted share, in the first
      nine months of 2002. This is compared with consolidated net income of $8.8
      million, or $4.38 per basic and $3.96 per diluted share, in the first nine
      months of 2001. The earnings per basic share computations are based on
      weighted average basic shares outstanding of 1,711,519 in the 2002 period
      and 2,021,908 in the 2001 period. The earnings per diluted share
      computations are based on weighted average diluted shares outstanding of
      1,878,976 in the 2002 period and 2,233,723 in the 2001 period.


                                       11
<PAGE>

      Consolidated revenues of $44.3 million for the nine months ended September
      30, 2002 were 1.6% lower than revenues for the same period of 2001. Growth
      in sales of products used by hospitals and surgeons was more than offset
      by a decline in sales of contact lens disinfection cases that the
      Company's customers distribute through retail outlets. Cost of goods sold
      of $28.7 million for the first nine months of 2002 was 3.0 percent higher
      than in the comparable 2001 period. The increase in cost of goods sold is
      primarily related to a shift in product mix to products with lower gross
      profit margins.

      Gross profit of $15.6 million in the first nine months of 2002 was $1.6
      million, or 9.2 percent, lower than in the comparable 2001 period. The
      Company's gross profit percentage for the nine months ended September 30,
      2002 was 35.1 percent of revenues compared with 38.1 percent of revenues
      in the nine months ended September 30, 2001. This decrease is primarily
      related to the previously mentioned shift in product mix.

      The Company's operating expenses for the first nine months of 2002 of
      $11.2 million were $1.3 million, or 10.1 percent lower than the operating
      expenses for the comparable 2001 period. This decrease was the result of
      decreased G&A expenses and decreased selling expenses partially offset by
      a $221,000 increase in R&D expenses in the current nine-month period. The
      increase is primarily related to a $108,000 write-off of assets related to
      a discontinued project during the third quarter of 2002. Selling expenses
      for the nine months ended September 30, 2002 were $885,000 lower than
      selling expenses for the first nine months of 2001 primarily related to
      spending controls. G&A expenses for the first nine months of 2002 were
      $595,000 lower than G&A expenses for the same period in 2001 primarily as
      a result of a $451,000 reduction in goodwill amortization in the current
      year period due to the adoption of SFAS 142 as mentioned above.
      Additionally, savings realized from restructuring certain of the Company's
      operations and reduced compensation expense were partially offset by
      increases in insurance costs during the nine months ended September 30,
      2002. Operating income of $4.3 million in the first nine months of 2002
      was $318,000 lower than operating income in the comparable 2001 period.

      Net interest expense for the nine months ended September 30, 2002 was
      $287,000 compared to net interest expense of $217,000 for the same period
      in the prior year. This increase in net interest expense is primarily
      related to higher average borrowings for the first nine months of 2002 as
      compared with the first nine months of 2001 partially offset by a
      significant reduction in interest rates for the 2002 period. Other expense
      for the nine months ended September 30, 2002 was $17,000 compared to other
      income of $437,000 for the same period in 2001. This change is primarily
      attributable to the Company's one-time gain of $428,000 on the sale of a
      patent in the nine months ended September 30, 2001.

      Income tax expense for the nine months ended September 30, 2002 was $1.0
      million compared to income tax expense of $1.5 million for the same period
      in the prior year. The effective tax rates for the nine months ended
      September 30, 2002 and 2001 were 24.8 percent and 31.3 percent,
      respectively. The lower effective tax rate in 2002 is primarily related to
      higher benefits from tax incentives for exports and R&D expenditures and
      the utilization of capital loss carryovers.


                                       12
<PAGE>

      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 $0.10 per basic and $0.09 per diluted share, for the first nine months
      of 2002 compared with a gain from discontinued operations relating to the
      sale of its natural gas operations of $5.5 million after tax, or $2.72 per
      basic and $2.46 per diluted share, for the nine months ended September 30,
      2001. As previously discussed, the reversal in 2001 of a reserve
      established when the Company disposed of its natural gas operations in
      1997 is the primary contributor to the gain in 2001.

      Liquidity and Capital Resources

      At September 30, 2002, the Company had cash and cash equivalents of
      $549,000 compared with $542,000 at December 31, 2001. During the nine
      months ended September 30, 2002, accounts receivable increased $2.8
      million primarily as a result of increased sales during the third quarter
      of 2002 as compared with the fourth quarter of 2001. Additionally, a delay
      in payment by two large customers of approximately $1.0 million
      contributed to the increase during 2002. These payments were received in
      early October 2002. The Company had borrowings of $14.9 million under its
      $25 million revolving credit facility (Credit Facility) at September 30,
      2002 and borrowings of $17.1 million under its Credit Facility at December
      31, 2001. The decrease in long-term debt from December 31, 2001 to
      September 30, 2002 is primarily attributable to the Company's use of cash
      flows from continuing operations to reduce its borrowing level. The term
      of the Credit Facility expires November 12, 2004 and may be extended under
      certain circumstances. At any time during the term, the Company may
      convert any or all outstanding amounts under the Credit Facility to a term
      loan with a maturity of two years. The Company's ability to borrow funds
      under the Credit Facility from time to time is contingent on meeting
      certain financial covenants in the loan agreement. At September 30, 2002,
      the Company was in compliance with all financial covenants.

      Net cash flow provided by continuing operations for the first nine months
      of 2002 was $4.6 million compared with $6.2 million for the first nine
      months of 2001. The previously mentioned increase in accounts receivable
      was the primary contributor to the decrease in cash flow provided by
      continuing operations for the first nine months of 2002. Cash flows used
      in investing activities during the nine months ended September 30, 2002 of
      $2.6 million were utilized to purchase equipment and machinery in the 2002
      period. Cash flows used in financing activities for the nine months ended
      September 30, 2002 of $2.1 million were utilized primarily to reduce the
      Company's borrowing level under its Credit Facility.

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

      Forward-Looking Statements

      The statements in this Management's Discussion and Analysis that are
      forward-looking are based upon current expectations, and actual results
      may differ materially. Therefore, the inclusion of such forward-looking
      information should not be regarded as a representation by the Company that
      the objectives or plans of the Company would be


                                       13
<PAGE>

      achieved. Such statements include, but are not limited to, the Company's
      expectations regarding future liquidity and capital resources. Words such
      as "anticipates," "believes," "expects," "estimated" and variations of
      such words and similar expressions are intended to identify such
      forward-looking statements. These statements involve risks and
      uncertainties. The following are some of the factors that could cause
      actual results to differ materially from those expressed in or underlying
      the Company's forward-looking statements: changing economic, market and
      business conditions; market acceptance of the Company's products; the
      effects of governmental regulation; acts of war or terrorism; competition
      and new technologies; slower-than-anticipated introduction of new products
      or implementation of marketing strategies; changes in the prices or
      availability of raw materials; changes in product mix; product liability
      claims and product recalls; the ability to attract and retain qualified
      personnel and the loss of any significant customer. In addition,
      assumptions relating to budgeting, marketing, product development and
      other management decisions are subjective in many respects and thus
      susceptible to interpretations and periodic review which may cause the
      Company to alter its marketing, capital expenditures or other budgets,
      which in turn may affect the Company's results of operations and financial
      condition.

Item 4. Controls and Procedures

      With the participation of management, the Company's Chief Executive
      Officer and its Chief Financial Officer evaluated the Company's disclosure
      controls and procedures within 90 days of the filing of this quarterly
      report. Based upon this evaluation, the chief executive officer and chief
      financial officer concluded that the Company's disclosure controls and
      procedures are effective in timely alerting them to material information
      relating to the Company (including its consolidated subsidiaries) required
      to be included in the reports that the Company files with the Securities
      and Exchange Commission.

      There have been no significant changes (including corrective actions with
      regard to significant deficiencies or material weaknesses) in the
      Company's internal controls or in other factors that could significantly
      affect internal controls subsequent to the evaluation date.


                                       14
<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

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

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

      (b)   No reports on Form 8-K have been filed during the quarter ended
            September 30, 2002.


                                       15
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                               Atrion Corporation
                                  (Registrant)

Date:  November 13, 2002                         /s/ Emile A. Battat
                                                 ------------------------
                                                 Emile A. Battat
                                                 Chairman, President and
                                                 Chief Executive Officer


Date:  November 13, 2002                         /s/ Jeffery Strickland
                                                 ------------------------
                                                 Jeffery Strickland
                                                 Vice President and
                                                 Chief Financial Officer
Chief Executive Officer Certification

I, Emile A Battat, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Atrion Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;


                                       16
<PAGE>

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 13, 2002

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

Chief Financial Officer Certification

I, Jeffery Strickland, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Atrion Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;


                                       17
<PAGE>

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 13, 2002

/s/ Jeffery Strickland
----------------------
Jeffery Strickland
Vice President and
Chief Financial Officer


                                       18