1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as Permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12

ATRION CORPORATION

- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a(6)(i) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:

[Atrion Letterhead]

April 11, 2001

Dear Stockholder:

You are cordially invited to attend the 2001 annual meeting of
stockholders of Atrion Corporation which will be held at our offices in Allen,
Texas on Tuesday, May 15, 2001 at 10:00 a.m., Central Time. A notice of the
annual meeting and the Company's Proxy Statement, together with a proxy card,
accompany this letter. Also enclosed is a copy of our 2000 Annual Report.

At the annual meeting this year, you will be asked to elect directors
and to ratify the Board of Directors' appointment of Arthur Andersen LLP as
independent accountants.

We hope that you will attend the meeting in person. However, whether or
not you plan to be personally present, please read the accompanying Proxy
Statement carefully and then complete, date and sign the enclosed proxy card and
return it promptly in the envelope provided herewith. This will ensure
representation of your shares of common stock if you are unable to attend the
meeting.

Sincerely,

/s/ Emile A. Battat
---------------------------
Emile A. Battat
Chairman and President

ATRION CORPORATION
ONE ALLENTOWN PARKWAY
ALLEN, TEXAS 75002

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Atrion Corporation:

Notice is hereby given that the annual meeting of stockholders of
Atrion Corporation (the "Company") will be held at the Company's offices, One
Allentown Parkway, Allen, Texas on Tuesday, May 15, 2001 at 10:00 a.m., Central
Time, for the following purposes:

1. To elect Class III directors.

2. To ratify the Board of Directors' appointment of Arthur Andersen LLP
as independent accountants to audit the Company's financial statements for the
year 2001.

3. To transact such other business as may properly come before the
meeting.

The Board of Directors fixed the close of business on March 30, 2001 as
the record date for the determination of stockholders entitled to notice of and
to vote at the annual meeting and at any adjournment thereof.

By Order of the Board of Directors

Jeffery Strickland
Vice President and Chief Financial
Officer, Secretary and Treasurer

April 11, 2001

IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO COMPLETE,
DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED
HEREWITH. IF YOU ATTEND THE MEETING, YOU MAY, IF YOU WISH, WITHDRAW YOUR PROXY
AND VOTE IN PERSON.

ATRION CORPORATION
ONE ALLENTOWN PARKWAY
ALLEN, TEXAS 75002

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
MAY 15, 2001

GENERAL INFORMATION

This Proxy Statement is being furnished to the stockholders of Atrion
Corporation (the "Company") in connection with the solicitation of proxies by
the Board of Directors of the Company to be voted at the annual meeting of
stockholders to be held at the Company's offices, One Allentown Parkway, Allen,
Texas on Tuesday, May 15, 2001 at 10:00 a.m., Central Time, and at any
adjournment of such meeting. This Proxy Statement and the accompanying proxy
card are being first sent or given to stockholders on or about April 11, 2001.
The Company's 2000 Annual Report is being mailed to stockholders with this Proxy
Statement.

PURPOSE OF THE MEETING

At the annual meeting, the Company's stockholders will consider and
vote upon the following matters: (i) the election of two Class III directors and
(ii) a proposal to ratify the Board of Directors' appointment of Arthur Andersen
LLP as independent accountants to audit the Company's financial statements for
the year 2001.

VOTING SECURITIES AND RECORD DATE

Stockholders of record at the close of business on March 30, 2001 (the
"Record Date") will be entitled to notice of, and to vote at, the annual meeting
and at any adjournment thereof. At the close of business on the Record Date, the
Company had outstanding and entitled to vote 2,001,493 shares of common stock,
the only voting securities of the Company. Holders of record of shares of common
stock outstanding on the Record Date will be entitled to one vote for each share
held of record on that date upon each matter presented to the stockholders to be
voted upon at the meeting.

If the enclosed proxy card is properly executed and received in time
for the annual meeting, unless previously revoked, shares of common stock
represented thereby will be voted at the annual meeting as specified by the
stockholder on the proxy. If no such specification is made, shares represented
by such proxy will be voted FOR the election as directors of the nominees of the
Board of Directors named herein and FOR ratification of the appointment of
Arthur Andersen LLP as independent accountants to audit the Company's financial
statements for the year 2001. In addition, in their discretion the persons
designated in the proxy card will vote upon such other business as may properly
come before the meeting, including voting for any adjournment of the meeting
proposed by the Board of Directors. A proxy may be revoked at any time before it
is voted at the meeting by delivering to the Company a later-dated proxy, by
voting by ballot at the meeting or by filing with the Inspectors of Election an
instrument of revocation.

REQUIRED VOTE

The presence, in person or by proxy, of the holders of a majority of
the shares of common stock outstanding on the Record Date is necessary to
constitute a quorum at the annual meeting. Abstentions and broker non-votes will
be counted as present and represented at the annual meeting for purposes of
determining a quorum. Directors will be elected at the annual meeting by a
plurality of the votes cast by the stockholders present in person or by proxy
and entitled to vote. Abstentions and broker non-votes will have no effect on
the outcome of the election of directors.

ELECTION OF DIRECTORS

The Company's Board of Directors is divided into three classes: Class
I, Class II and Class III. Two Class III directors are to be elected at the
annual meeting to serve until the annual meeting of stockholders to be held in
2004 and until the election and qualification of their respective successors in
office. Both of the nominees for election as Class III directors who are named
below are members of the Board of Directors and were previously elected by the
stockholders. It is intended that the persons named in the proxy card will vote
for the election of these nominees. If either of the nominees listed below, each
of whom has indicated his willingness to serve as a director if elected, is not
a candidate when the election occurs, proxies will be voted for election of the
remaining nominee and may be voted for the election of any substitute nominee.

The following information is furnished with respect to each of the
Board of Directors' nominees for election as a director and each director whose
term will continue after the annual meeting.

Name, Age, Service as a Director of the Company (a)
Principal Occupation, Positions and Offices, Other Directorships
and Business Experience

NOMINEES FOR ELECTION AS DIRECTORS

Class III - Term Ending in 2004

ROGER F. STEBBING

Mr. Stebbing, age 60, has been a director since 1992. Mr. Stebbing is
President and Chief Executive Officer of Stebbing and Associates, Inc.,
an engineering consulting company, and has served in such capacities
since 1986. He was President and Chief Executive Officer of Marlboro
Enterprises, Inc., a company engaged in chemical plant engineering,
design, construction and operation, from 1976 until the sale of that
company in September 1999 and has continued to serve as an employee of
Marlboro Enterprises, Inc. since September 1999. Mr. Stebbing is a
licensed professional engineer and has a BSC honors degree in Chemical
Engineering from Salford University.

JOHN P. STUPP, JR.

Mr. Stupp, age 51, has been a director since 1985. He is Executive Vice
President and Chief Operating Officer of Stupp Bros., Inc., a
diversified holding company, and has served in such capacities since
April 1996 and April 1995, respectively. From January 1992 to August
1995, Mr. Stupp also served as President, and since August 1995 he has
served as Chief Executive Officer, of Stupp Corporation, a division of
Stupp Bros., Inc. Mr. Stupp holds a Bachelor of Science degree in
Business and Economics from Lehigh University.

DIRECTORS CONTINUING IN OFFICE

Class I - Term Ending in 2002

EMILE A. BATTAT

Mr. Battat, age 63, has been a director since 1987 and has served as
Chairman of the Board of the Company since January 1998 and as
President and Chief Executive Officer of the Company, and as Chairman
of the Board or President of each of the Company's subsidiaries, since
October 1998. Mr. Battat was President and Chief Executive Officer of
Piedmont Enterprises, Inc., a privately-held

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consulting firm, from 1994 until 1998. Mr. Battat served as the
President and Chief Executive Officer of Minemet, Inc., a company
engaged in international trade, from August 1978 until February 1994.
From 1965 to 1978, he served with Kaiser Industries and its affiliates,
a diversified industrial group, in various functions including
strategic planning, diversification, acquisitions and divestitures,
with the last nine years as Vice President and director of Kaiser
International. Mr. Battat holds Bachelor of Science and Master of
Science degrees in Mechanical Engineering from Massachusetts Institute
of Technology and a Master of Business Administration degree from
Harvard University. He is an associate member of Sigma Xi, a scientific
honor society.

JOHN H. P. MALEY

Mr. Maley, age 66, has been a director since February 1996. Mr. Maley
has been a management consultant since January 1995 and has served as
Chairman of Magister Corporation, a manufacturer of orthopedic and
consumer healthcare products, since July 1995. From 1976 to December
1994, Mr. Maley was President and Chief Executive Officer of
Chattanooga Group, Inc., a private corporation that became the world's
leading manufacturer of products used for physical and sports medicine.
In 1971 he founded, and from 1971 to 1974 he was President and Chief
Executive Officer of, Invacare Corporation, a company that is now
recognized as the world leader in the market for wheelchairs and a
broad range of home healthcare products. From 1962 to 1970 and in 1975,
Mr. Maley was associated with the consulting firm of McKinsey &
Company, Inc., becoming a partner in 1968, and worked with clients of
that firm in England, Australia and the United States. Mr. Maley holds
Bachelor of Arts and Master of Arts degrees in Economics from Cambridge
University. He is a director of Rehabilicare, Inc.

Class II - Term Ending in 2003

RICHARD O. JACOBSON

Mr. Jacobson, age 64, has been a director since 1992. Mr. Jacobson is
Chairman of the Board of Jacobson Warehouse Company, Inc., a privately
held warehouse company with facilities in 17 locations in eight states,
which Mr. Jacobson founded 33 years ago. He is also Chairman of the
Board of Jacobson Transportation Company, Inc., a truckload common
carrier with authority to operate in 48 states and Canada. Mr. Jacobson
became Chairman of the Boards of these companies in 1998, having served
for many years prior to 1998 as their President and Chief Executive
Officer. Mr. Jacobson has a degree in Business Administration from the
University of Iowa. Mr. Jacobson is a director of FelCor Lodging Trust,
Inc., Heartland Express, Inc. and Firstar Bank of Des Moines, N.A.

JEROME J. MCGRATH

Mr. McGrath, age 78, has been a director since 1988. Mr. McGrath was Of
Counsel to the law firm of Gallagher, Boland & Meiburger from January
1988 until his retirement in June 1997 and practiced law for over 45
years. He is a graduate of Georgetown University and Georgetown
University Law Center.

HUGH J. MORGAN, JR.

Mr. Morgan, age 72, has been a director since 1988. Mr. Morgan is
Chairman of the Board of National Bank of Commerce of Birmingham and
has served in such position since February 1990. Mr. Morgan was
employed for many years prior to 1988 by Sonat Inc., which was a
diversified energy holding company until it merged with El Paso Energy
Corporation, where he held various positions including Vice Chairman of
the Board of Sonat Inc. and Chairman of the Board of its

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wholly-owned subsidiary, Southern Natural Gas Company. Mr. Morgan holds
a Bachelor of Arts degree from Princeton University and is a graduate
of the Vanderbilt University Law School.

- ------------------------

(a) Unless the context otherwise requires, references in this Proxy
Statement to the Company, Board of Directors and executive officers of
the Company prior to February 25, 1997 mean ATRION Corporation, the
Company's predecessor, and its Board of Directors and executive
officers.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF ITS NOMINEES,
ROGER F. STEBBING AND JOHN P. STUPP, JR.

INFORMATION REGARDING BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors held four meetings during 2000. Each director
attended at least 75% of the aggregate of the number of meetings of the Board of
Directors and the number of meetings of all committees on which he served held
in 2000 during the time he served as a director or as a member of such
committees.

The Board of Directors has four standing committees, the Executive
Committee, the Corporate Governance Committee, the Compensation Committee and
the Audit Committee. The Executive Committee is currently comprised of Emile A.
Battat, Richard O. Jacobson, John H. P. Maley and Hugh J. Morgan, Jr. The
Corporate Governance Committee, which is currently comprised of John H. P.
Maley, Jerome J. McGrath and Roger F. Stebbing, makes recommendations to the
Board of Directors respecting nominees for election as directors, the structure
and compensation of the Board of Directors and the responsibilities of the
committees of the Board of Directors. The Corporate Governance Committee will
consider nominees recommended by stockholders, which recommendations may be
directed to the Corporate Governance Committee in care of the Secretary of the
Company at the address stated herein. The Corporate Governance Committee met two
times in 2000. The Compensation Committee, which is currently comprised of
Richard O. Jacobson, Hugh J. Morgan, Jr. and John P. Stupp, Jr., makes
recommendations to the Board of Directors as to the remuneration of all
executive officers of the Company, administers the Atrion Corporation 1990 Stock
Option Plan (the "1990 Stock Option Plan"), the Atrion Corporation 1994 Key
Employee Stock Incentive Plan (the "1994 Stock Incentive Plan"), and the Atrion
Corporation 1997 Stock Incentive Plan (the "1997 Stock Incentive Plan") and
reviews and makes recommendations regarding the Company's other incentive
compensation plans. The Compensation Committee met two times in 2000. The Audit
Committee, the current members of which are Jerome J. McGrath, Roger F. Stebbing
and John P. Stupp, Jr., recommends to the Board of Directors the appointment of
the Company's independent auditors and assists the Board of Directors in its
oversight of the Company's accounting and financial reporting principles and
policies and internal audit controls and procedures, in its oversight of the
Company's financial statements and the independent audits thereof, in its
selection, evaluation and, where appropriate, the replacement of independent
accountants and in the evaluation of the independence of the independent
accountants. The Audit Committee also reviews, at least annually, the Audit
Committee Charter, a copy of which is included herewith as Annex A. The Audit
Committee met four times in 2000.

Each outside director is paid a fee of $1,000 per month and $750 per
day for each meeting of the Board of Directors at which he is in attendance. The
Company reimburses each such director for travel and out-of-pocket expenses
incurred in connection with attending meetings of the Board of Directors. The
1997 Stock Incentive Plan provides that on July 10 of each year each outside
director is to be granted automatically an option to purchase 2,000 shares of
common stock, at an exercise price equal to the fair market value of the common
stock on the date of grant. Each such option is fully exercisable on the date of
grant and expires on the first to occur of (i) the tenth anniversary of the date
of grant; (ii) six months after the date the outside director ceases to be a
director of the Company other than as a result of his death; or (iii) one year
after the outside director ceases to be a director by reason of his death.

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SECURITIES OWNERSHIP

The following table sets forth information regarding the beneficial
ownership of shares of common stock of the Company as of March 1, 2001 by (i)
each of the directors of the Company, two of whom are also the Board of
Directors' nominees for election as directors at the annual meeting; (ii) the
executive officers of the Company who are named in the Summary Compensation
Table herein; (iii) all of the current directors and executive officers of the
Company as a group, and (iv) each other person known by the Company to be the
beneficial owner of more than 5% of the outstanding common stock of the Company.

NUMBER OF SHARES PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED (A) OF CLASS (A)
------------------------ ---------------------- ------------

Emile A. Battat 108,300(b) 4.6%
Richard O. Jacobson 103,400(b) 4.4%
Jerome J. McGrath 30,300(b) 1.3%
John H. P. Maley 27,000(b) 1.1%
Hugh J. Morgan, Jr. 51,000(b) 2.2%
Roger F. Stebbing 28,800(b) 1.2%
John P. Stupp, Jr. 165,000(b)(c) 7.0%
Jeffery Strickland 58,334(b)(d) 2.5%
Charles S. Gamble 19,300(b) *
Vandy J. Cruise 13,750(b) *
Dimensional Fund Advisors Inc.(e) 161,350 6.8%
T. Rowe Price Associates, Inc.(f) 200,000 8.5%
All directors and executive
officers as a group 605,184(g) 25.6%

---------------
(*)Less than 1% of class outstanding

(a) For purposes of this table, the percentage of class beneficially owned
has been computed, in accordance with Rule 13d-3(d)(1) under the
Securities Exchange Act of 1934 (the "Exchange Act"), on the basis of
1,995,493 shares of common stock outstanding on March 1, 2001 plus
370,600 shares of common stock issuable pursuant to options exercisable
on March 1, 2001 or within 60 days thereafter. Except as otherwise
indicated in the notes to this table, beneficial ownership includes
sole voting and investment power.

(b) The shares listed include the following shares issuable upon the
exercise of options exercisable on March 1, 2001 or within 60 days
thereafter: Mr. Battat, 41,000; Mr. Cruise, 13,750; Mr. Jacobson,
26,000; Mr. McGrath, 26,000; Mr. Maley, 26,000; Mr. Morgan, 14,000; Mr.
Stebbing, 26,000; Mr. Stupp, 26,000; Mr. Strickland, 53,750; and Mr.
Gamble, 17,000. The foregoing directors and executive officers are
parties to award agreements with the Company setting forth certain
terms of the options granted to them as follows: (i) all such persons
are parties to award agreements under the 1997 Stock Incentive Plan;
(ii) all outside directors are parties to award agreements under the
Atrion Corporation 1998 Outside Directors Stock Option Plan; and (iii)
Mr. Strickland is a party to award agreements under the 1990 Stock
Option Plan and the 1994 Stock Incentive Plan, and Mr. Cruise is a
party to award agreements under the latter plan. The shares listed for
all directors and executive officers as a group include 269,500 shares
issuable upon the exercise of options exercisable on March 1, 2001 or
within 60 days thereafter. The 108,300 shares held by Mr. Battat
represent 5.4% of the common stock of the Company outstanding as of
March 1, 2001. Mr. Battat's business address is One Allentown Parkway,
Allen, Texas 75002.

(c) Includes 135,000 shares held by Stupp Bros., Inc. as to which shares
Mr. Stupp shares voting power and investment power as a director and
executive officer and as a voting trustee of a voting trust which owns
100% of the voting stock of, Stupp Bros., Inc. The 135,000 shares held
by Stupp Bros., Inc. represents 6.8% of the common stock of the Company
outstanding as of March 1, 2001 and 5.7% of the class computed as set
forth in note (a) above. The business address for Mr. Stupp and Stupp
Bros., Inc. is 120 South Central Avenue, Suite 1650, St. Louis,
Missouri 63105.

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(d) Includes 2,925 shares owned jointly with his wife.

(e) The address of Dimensional Fund Advisors, Inc. is 1299 Ocean Avenue,
11th Floor, Santa Monica, California 90401. This information is based
upon a Schedule 13G dated February 2, 2001 filed with the Securities
and Exchange Commission (the "Commission") and furnished to the Company
by Dimensional Fund Advisors Inc. ("Dimensional"), a registered
investment adviser, reporting that Dimensional is deemed to have
beneficial ownership of 161,350 shares of common stock of the Company
and that all of such shares are held in portfolios of investment
companies registered under the Investment Company Act of 1940 as to
which Dimensional serves as investment advisor or other investment
vehicles as to which Dimensional serves as investment manager. In its
Schedule 13G, Dimensional has reported that it has sole power to vote
or direct the vote and the sole power to dispose or direct the
disposition of 161,350 shares of common stock of the Company.
Dimensional has disclaimed beneficial ownership of all such shares.

(f) The address of T. Rowe Price Associates, Inc. is 100 East Pratt Street,
Baltimore, Maryland 21202. This information is based upon a Schedule
13G dated February 12, 2001 filed with the Commission and furnished to
the Company by T. Rowe Price Associates, Inc. ("Price Associates") and
T. Rowe Price Small-Cap Value Fund, Inc. reporting that T. Rowe Price
Small-Cap Value Fund, Inc. has sole power to vote or direct the vote of
such shares of common stock and that Price Associates, which serves as
investment adviser for T. Rowe Price Small-Cap Value Fund, Inc., has
sole power to dispose or direct the disposition of such shares. For
purposes of the reporting requirements of the Exchange Act, Price
Associates is deemed to be a beneficial owner of such shares of common
stock; however, Price Associates has expressly disclaimed beneficial
ownership of all such shares.

(g) See notes (b)-(d) above.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's executive
officers and directors to file initial reports of ownership and reports of
changes of ownership of the Company's common stock with the Commission.
Executive officers and directors are required to furnish the Company with copies
of Section 16(a) forms that they file. Based upon a review of these filings and
written representations from the Company's directors and executive officers
regarding the filing of such reports, the Company believes that its directors
and executive officers complied with all applicable Section 16(a) filing
requirements during 2000, except that Vandy J. Cruise's initial report of
ownership was inadvertently filed late.

APPROVAL OF APPOINTMENT OF AUDITORS

Subject to stockholder ratification, the Board of Directors, upon
recommendation of the Audit Committee, has appointed the firm of Arthur Andersen
LLP as independent accountants to audit the financial statements of the Company
for the year 2001. Arthur Andersen LLP has audited the Company's financial
statements for many years. A representative of Arthur Andersen LLP will attend
the annual meeting, will have an opportunity to make a statement, and will be
available to respond to appropriate questions. If the stockholders do not ratify
the appointment of Arthur Andersen LLP, the selection of independent auditors
will be reconsidered by the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT ACCOUNTANTS TO AUDIT
THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR 2001.

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AUDIT AND RELATED FEES

Audit Fees

The aggregate fees billed by Arthur Andersen LLP for professional
services rendered for the audit of the Company's annual financial statements for
the year ended December 31, 2000 and the reviews of the financial statements
included in the Company's Forms 10-Q for 2000 were $83,650.

Financial Information Systems Design and Implementation Fees

Arthur Andersen LLP did not render professional services to the Company
for financial information systems design and implementation in 2000.

All Other Fees

The aggregate fees billed to the Company for all other services
rendered by Arthur Andersen LLP in 2000 were $24,500.

The Audit Committee has determined that the provision by Arthur
Andersen LLP of the above referenced services is compatible with maintaining its
independence.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors, which is currently
comprised of Jerome J. McGrath, Roger F. Stebbing and John P. Stupp, Jr., each
of whom is an independent director as defined by Nasdaq rules, has reviewed and
discussed with management the Company's audited financial statements as of and
for the year ended December 31, 2000. The Audit Committee has discussed with
Arthur Andersen LLP, the Company's auditors, the matters required to be
discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees, as amended, by the Auditing Standards Board of the American
Institute of Certified Public Accountants. The Audit Committee has received and
reviewed the written disclosures and the letter from the Company's auditors
required by Independence Standard No. 1, Independence Discussions with Audit
Committees, as amended, by the Independence Standards Board, and has discussed
with the auditors their independence.

Based on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the financial statements
referred to above be included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2000.

MEMBERS OF THE AUDIT COMMITTEE

John P. Stupp, Jr. (Chairman) Jerome J. McGrath Roger F. Stebbing

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EXECUTIVE COMPENSATION

The following table sets forth certain information concerning the
annual and long-term compensation for services in all capacities to the Company
and its subsidiaries for the years ended December 31, 2000, 1999 and 1998 of
those persons who served as (i) the Chief Executive Officer of the Company at
any time during 2000 and (ii) executive officers of the Company at December 31,
2000 and whose salary and bonus for the year then ended exceeded $100,000 (such
officers are referred to herein as the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

ANNUAL LONG-TERM COMPENSATION
COMPENSATION(1) AWARDS
------------------------ --------------------------
SECURITIES
NAME AND RESTRICTED UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS STOCK AWARDS OPTIONS(2) COMPENSATION
- ------------------ ---- -------- ---------- ------------ ----------- ------------

Emile A. Battat 2000 $250,000 $ 0 $ 0 0 $ 5,419(3)
Chairman of the 1999 180,000 0 0 20,000 1,758
Board, President 1998 27,692 0 0 42,000(4) 14,880
and Chief
Executive Officer

Jeffery Strickland 2000 150,000 50,000 0 0 7,314(3)
Vice President and 1999 138,000 30,000 0 0 6,977
Chief Financial 1998 138,000 10,000 20,000(5) 18,000 49,110
Officer, Secretary
and Treasurer

Charles S. Gamble 2000 160,000 50,906 0 0 4 077(3)
President- 1999 150,000 75,210 0 0 3,745
Halkey-Roberts 1998 150,000 55,687 0 17,500 4,167
Corporation

Vandy J. Cruise(6) 2000 115,000 60,167 0 0 3,268(3)
President-
Atrion Medical
Products, Inc.

(1) In accordance with the regulations of the Commission, this table does
not include perquisites and other personal benefits received by Named
Executive Officers since the value of perquisites and other benefits
for each Named Executive Officer did not exceed the lesser of $50,000
or 10% of the total annual salary and bonus reported for such Named
Executive Officer.

(2) For 1998, for Mr. Gamble options granted represent incentive stock
options and for Mr. Strickland represent both incentive and
nonqualified stock options granted under the 1997 Stock Incentive Plan.
For 1998 and 1999, for Mr. Battat options granted represent both
incentive stock options and nonqualified stock options granted under
the 1997 Stock Incentive Plan as well as nonqualified stock options in
1998 under the 1998 Outside Directors Plan.

(3) Includes the following paid or accrued by the Company or one or more of
its subsidiaries: (i) matching contributions to the Atrion Corporation
401(k) Savings Plan for Mr. Battat, $4,244; Mr. Strickland, $3,744; Mr.
Gamble, $4,000 and Mr. Cruise, $2,875; and (ii) payment of life
insurance premiums for Mr. Battat, $1,175; Mr. Strickland, $3,570; Mr.
Gamble, $77; and Mr. Cruise, $393.

(4) During 1998, options for 20,000 of these shares expired or were
terminated.

(5) At December 31, 2000, Mr. Strickland held 1,641 shares of restricted
stock having an aggregate value on that date of $24,205.

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(6) Mr. Cruise was elected President of Atrion Medical Products, Inc. on
November 28, 2000. Prior to that date, he served as a Vice President of
Atrion Medical Products, Inc.

INFORMATION CONCERNING STOCK OPTIONS

The following table provides information as to exercises of options by
the Named Executive Officers during the year ended December 31, 2000 and the
values of each Named Executive Officer's unexercised options at December 31,
2000. There were no options granted to the Named Executive Officers in 2000.

AGGREGATED OPTION EXERCISES IN 2000
AND YEAR-END OPTION VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN THE MONEY OPTIONS
OPTIONS AT YEAR END AT YEAR END(1)
SHARES ------------------------------- -----------------------------
ACQUIRED VALUE
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------

Emile A. Battat 3,000 $7,314 41,000(2) 0 $290,125 $ 0

Jeffery Strickland 0 0 47,750 12,900 96,113 25,440

Charles S. Gamble 0 0 15,500 9,500 64,763 58,688

Vandy J. Cruise 0 0 13,250 4,750 46,778 26,813

(1) Such value is equal to the product of (i) the closing price of the
common stock of the Company on December 31, 2000 ($14.75 per share)
less the exercise price and (ii) the number of shares subject to
in-the-money options.

(2) Includes options to purchase 4,000 shares granted to Mr. Battat in his
capacity as an outside director before he became a Named Executive
Officer.

RETIREMENT PLAN

The Company maintains a "cash balance" retirement plan (the "Cash
Balance Plan") that includes all full-time active employees of the Company and
its subsidiaries other than Quest Medical, Inc. Each participant has an account
balance which represents his or her benefit under the Cash Balance Plan. The
Cash Balance Plan provides for the Company to make annual contributions to a
participant's cash balance account in an amount equal to 5% of the participant's
eligible compensation up to the Social Security wage base and 10% in excess
thereof and for an interest credit each plan year equal to the rate on 30 year
U.S. Treasury bonds during November of the preceding plan year. For the 2000
plan year, the interest rate was 6.5%. For purposes of the Cash Balance Plan,
"eligible compensation" is the participant's salary and bonus as included in the
Summary Compensation Table above, subject to an annual limitation imposed by law
which for 2001 is $170,000. Generally, each participant becomes fully vested in
the benefits under such plan after five years of employment. Benefits may be
paid, subject to certain limitations under the Internal Revenue Code of 1986, as
amended, upon termination of employment, retirement or death. The Cash Balance
Plan specifies various options that participants may select for the distribution
of their accrued balance, including forms of annuity payments and lump sum
distributions. All of the Named Executive Officers participate in the Cash
Balance Plan. The estimated annual retirement benefits payable to the Named
Executive Officers under the Cash Balance Plan at normal retirement age of 65,
assuming 4% annual increases in eligible compensation until retirement, no
change from 2000 levels of maximum includable compensation and Social Security
wage base, and a 30 year U.S. Treasury bond rate of 6.5%, are as follows: Mr.
Battat, $3,311; Mr. Cruise, $44,636; Mr. Gamble, $12,788; and Mr. Strickland,
$102,721.

9
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CERTAIN PLANS

In lieu of an annual bonus plan, the Company has established an
incentive compensation plan pursuant to which Emile A. Battat, who is Chairman
of the Board, President and Chief Executive Officer of the Company, may be
entitled to receive incentive compensation at the time he ceases to serve as
Chief Executive Officer of the Company. The incentive compensation, which is
tied strictly to the enhancement of shareholder value, would be determined based
on the product of (i) one or more fixed dollar amounts provided in the plan and
(ii) the amount or amounts by which the market price of the Company's common
stock at that time or the value of the consideration received by the Company's
stockholders in a business combination associated with such termination, as the
case may be, exceeds $12.00 per share and, if applicable, $15.00 per share and
$18.00 per share. The closing sales price of the Company's common stock on the
day preceding adoption of the plan was $9.19 per share.

The Company has a severance plan pursuant to which Jeffery Strickland,
Vice President and Chief Financial Officer, Secretary and Treasurer of the
Company, will be entitled to severance compensation if his employment is
terminated by either party under conditions set forth in the plan. The severance
pay is to be equal to Mr. Strickland's annual base salary for the 12 months
preceding the termination of employment.

CERTAIN TRANSACTIONS

During 2000, John H.P. Maley provided certain consulting services to
the Company for which he was paid $17,250. Mr. Maley has provided, and the
Company expects that Mr. Maley will continue providing, consulting services to
the Company in 2001.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee, which is currently comprised of Richard O.
Jacobson, Hugh J. Morgan, Jr. and John P. Stupp, Jr., establishes the overall
executive compensation program for the Company and makes recommendations for
base salaries, salary increases and bonuses for the Company's executive
officers. In addition, the Compensation Committee administers the Company's
incentive programs. The executive compensation program, which is periodically
reviewed and modified, as necessary, by the Compensation Committee, is designed
to attract, retain and motivate management personnel and includes compensation
that is tied to enhanced stockholder value.

Compensation Policies

Base salaries, cash incentive compensation and stock awards are the
principal components of compensation for the Company's executive officers. Base
salaries of the Company's executive officers are reviewed annually and
adjustments made generally on the basis of the Company's performance as measured
by certain financial and non-financial criteria, various survey information
respecting compensation of executive officers, compensation levels for executive
officers in a broad range of companies (which range is broader than the group of
companies included in the peer group index used in comparing cumulative
stockholder return), cost-of-living information and individual performance of
the particular executive officer. The Compensation Committee has not assigned
relative weights or values to any of such criteria. With respect to all
executive officers, the Compensation Committee takes into consideration a review
of individual performance. With respect to the financial performance of the
Company, the Compensation Committee generally takes into consideration the
Company's earnings from continuing operations, earnings per share and total
stockholder return. A new executive's base salary is determined on the basis of
the responsibilities of the position, the experience of the new executive and
the competitive marketplace for management talent. Executive officers of the
Company are eligible for discretionary bonuses as determined by the Compensation
Committee.

10
14

At the recommendation of the Compensation Committee, the Company and
its subsidiaries have implemented cash incentive plans covering certain key
employees. These plans are intended to foster a corporate culture focused on
bottom line results by providing key employees with a substantial stake in
reducing costs and increasing sales and productivity while conserving capital
resources.

Stock awards are designed to motivate executives to improve the
long-term performance of the Company's common stock in the market, to encourage
them to achieve superior results over the long term and to align the interests
of executive officers with those of stockholders. Decisions respecting
restricted stock awards are made on the basis of the criteria referred to above,
and decisions respecting the grant of stock options are made using the same
criteria as well as the number of unexercised options held by key employees. The
Compensation Committee generally staggers the exercise dates for options over a
period of time so that the key employee receiving stock option awards will be
rewarded only if he remains with the Company and in order to emphasize the
significance of the Company's long-term performance.

Compensation of Chief Executive Officer

In February 2000, the Compensation Committee reviewed Mr. Battat's
performance as Chief Executive Officer and concluded that he had provided
superior leadership since he had first been elected President and Chief
Executive Officer in 1998. For 2000, the Compensation Committee, after taking
into account the Corporation's and Mr. Battat's performance in 1999 and survey
information on the compensation of executive officers of companies in the
medical products industry of comparable size to the Company, recommended that
Mr. Battat's annual base salary, which had been established at $180,000 in 1998
and was unchanged in 1999, be increased to $250,000. Mr. Battat continues to be
covered by an incentive compensation plan that is keyed to the enhancement of
shareholder value. As described elsewhere in this Proxy Statement (see
"EXECUTIVE COMPENSATION - Certain Plans"), at the time he ceases to serve as
Chief Executive Officer of the Company, Mr. Battat will be entitled to receive
incentive compensation based on appreciation in the value of the Company's
common stock. Inasmuch as Mr. Battat is continuing to serve as Chief Executive
Officer of the Company, Mr. Battat received no incentive compensation under the
plan in 2000.

MEMBERS OF THE COMPENSATION COMMITTEE

Richard O. Jacobson Hugh J. Morgan, Jr. John P. Stupp, Jr.

11
15
PERFORMANCE OF COMMON STOCK

The following graph compares the cumulative total return on investment
(the change in year-end stock price plus reinvestment of dividends), for each of
the last five fiscal years, assuming that $100 was invested on December 31, 1995
in each of (i) the Company, (ii) a group of stocks consisting of companies in
the Media General Index of Surgical & Medical Instruments and (iii) a group of
stocks consisting of all companies whose stocks are included in the S&P 500
Composite Index.

1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----

ATRION Corp 100.00 122.50 107.44 61.95 82.27 114.21

Surgical & Medical Instruments 100.00 108.91 126.33 172.48 156.77 181.83

S&P Composite 100.00 122.96 163.98 210.84 255.22 231.98

12
16

STOCKHOLDER PROPOSALS

STOCKHOLDER PROPOSALS IN THE COMPANY'S PROXY STATEMENT

In order for proposals by stockholders to be considered for inclusion
in the Company's proxy material relating to the 2002 annual meeting of
stockholders, such proposals must be received by the Company on or before
December 12, 2001.

STOCKHOLDER PROPOSALS TO BE PRESENTED AT ANNUAL MEETINGS

The Company's Bylaws provide that a stockholder who desires to propose
any business at an annual meeting of stockholders must give the Company written
notice of such stockholder's intent to bring such business before such meeting.
Such notice is to be delivered to, or mailed, postage prepaid, and received by,
the Secretary of the Company at the principal executive offices of the Company
not later than 60 days nor earlier than 90 days prior to the first anniversary
of the preceding year's annual meeting of stockholders. However, in the event
that the date of the annual meeting is more than 30 days before or more than 60
days after such anniversary date, notice by the stockholder must be delivered
not earlier than 90 days prior to such annual meeting and not later than the
later of 60 days prior to such annual meeting and the 10th day following the
issuance by the Company of a press release announcing the meeting date. Such
notice for the 2002 annual meeting must be delivered not earlier than February
14, 2002 and not later than March 16, 2002, provided the date of the 2002 annual
meeting is not more than 30 days before or more than 60 days after May 15, 2002.
The stockholder's written notice must set forth (a) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting; (b) the name and address of the stockholder who
intends to propose such business; (c) a representation that the stockholder is a
holder of record of shares of common stock of the Company entitled to vote at
such meeting and intends to appear in person or by proxy at such meeting to
propose such business; and (d) any material interest of the stockholder in such
business. The Chairman of the meeting may refuse to transact any business
presented at any meeting without compliance with the foregoing procedure.

STOCKHOLDER NOMINATIONS FOR DIRECTORS

The Company's Bylaws provide that a stockholder who desires to nominate
directors at a meeting of stockholders must give the Company written notice,
within the same time period described above for a stockholder who desires to
bring business before a meeting, setting forth (a) the name and address of the
stockholder who intends to make the nomination and of the person or persons to
be nominated; (b) a representation that the stockholder is a holder of record of
shares of common stock of the Company entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (c) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as would have been required
to be included in a proxy statement filed pursuant to the proxy rules of the
Commission had each nominee been nominated, or intended to be nominated, by the
Board of Directors; and (e) the consent of each nominee to serve as a director
of the Company if so elected. The Chairman of the meeting may refuse to
acknowledge the nomination of any person if a stockholder has failed to comply
with the foregoing procedure.

13
17

COST AND METHOD OF SOLICITATION

The cost of soliciting proxies will be borne by the Company. In
addition to the use of the mails, proxies may be solicited personally or by
telephone, telegram, facsimile and other electronic communication methods by the
directors, officers and employees of the Company without additional
compensation. Brokerage firms, nominees, fiduciaries and other custodians will
be requested to forward soliciting materials to the beneficial owners of common
stock of the Company held in their names or in those of their nominees and their
reasonable expenses will be reimbursed upon request.

OTHER BUSINESS

The Board of Directors does not intend to bring any business before the
meeting other than that stated herein and is not aware of any other matters that
may be presented for action at the meeting. However, if any other matters should
properly come before the meeting, or any adjournments thereof, it is the
intention of the persons named in the accompanying proxy to vote on such matters
as they, in their discretion, may determine.

By Order of the Board of Directors

Jeffery Strickland
Vice President and Chief Financial
Officer, Secretary and Treasurer

April 11, 2001

14
18

ANNEX A

AUDIT COMMITTEE CHARTER

I. Composition of the Audit Committee: The Audit Committee shall be
comprised of at least three directors, each of whom shall be
independent, within the meaning of the rules of the National
Association of Securities Dealers ("NASD"), and shall possess such
qualifications as are set forth in the NASD's listing standards, as
interpreted by the Board of Directors.

II. Purposes of the Audit Committee: The purposes of the Audit Committee
are to assist the Board of Directors:

1. in its oversight of the Company's accounting and financial
reporting principles and policies and internal audit controls
and procedures;

2. in its oversight of the Company's financial statements and the
independent audit thereof;

3. in its selection, evaluation and, where appropriate,
replacement of the outside auditors; and

4. in evaluating the independence of the outside auditors.

III. Duties and Powers of the Audit Committee: To carry out its purposes,
the Audit Committee shall have the following duties and powers:

1. with respect to the outside auditor,

(i) to provide advice to the Board of Directors in
selecting, evaluating or replacing outside auditors;

(ii) to review the fees charged by the outside auditors
for audit and non-audit services;

(iii) to ensure that the outside auditors prepare and
deliver annually a written statement as to
relationships and services that may affect
objectivity and independence (it being understood
that the outside auditors are responsible for the
accuracy and completeness of this statement), to
discuss with the outside auditors any relationships
or services disclosed in the statement and to
recommend to the Board of Directors appropriate
action to be taken in response to the statement to
satisfy itself of the outside auditors' independence;
and

(iv) to instruct the outside auditors that the outside
auditors are ultimately accountable to the Board of
Directors and Audit Committee.

2. with respect to financial reporting principles and policies
and internal audit controls and procedures,

(i) to advise management and the outside auditors that
they are expected to provide to the Audit Committee a
timely analysis of significant financial issues and
practices;

(ii) to discuss the scope of the annual audit;

(iii) to discuss the audited financial statements;

(iv) to discuss any significant matters arising from any
audit or report or communication referred to in item
2(i) above, whether raised by management or the
outside auditors, relating to the Company's financial
statements;

(v) to review the form of opinion the outside auditors
propose to render to the Board of Directors and
stockholders;

(i)
19

(vi) to discuss significant changes to the Company's
auditing and accounting principles, policies,
controls, procedures and practices proposed or
contemplated by the outside auditors or management;
and

(vii) to inquire about significant risks and exposures, if
any, and the steps taken to monitor and minimize such
risks;

(viii) to obtain from the outside auditors assurance that
the audit was conducted in a manner consistent with
the requirements of the Securities Exchange Act of
1934, as amended; and

(ix) to discuss with the Company's counsel any significant
legal matters that may have a material effect on the
financial statements or the Company's compliance
policies, including material notices to or inquiries
received from governmental agencies; and

3. with respect to reporting and recommendations,

(i) to prepare any report, including any recommendation
of the Audit Committee, required by the rules of the
Securities and Exchange Commission to be included in
the Company's annual proxy statement; and

(ii) to review this Charter at least annually and
recommend any changes to the Board of Directors.

(ii)

PROXY PROXY
ATRION CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby appoints
John H.P. Maley and Hugh J. Morgan, Jr., or either of them, proxies of the
undersigned, with full power of substitution, to represent and to vote all
shares of common stock of Atrion Corporation which the undersigned would be
entitled to vote at the annual meeting of stockholders of Atrion Corporation to
be held at the offices of Atrion Corporation, One Allentown Parkway, Allen,
Texas, on Tuesday, May 15, 2001 at 10:00 a.m., Central Time, and at any
adjournment thereof, in the following manner:

1. ELECTION OF DIRECTORS

[] FOR all nominees listed below [] WITHHOLD AUTHORITY
(except as otherwise instructed below) to vote for all nominees
listed below

Roger F. Stebbing and John P. Stupp, Jr.

TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, WRITE THAT NOMINEE'S NAME IN THE
SPACE PROVIDED BELOW.

-----------------------------------------------------

2. PROPOSAL TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT
ACCOUNTANTS OF THE COMPANY.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. IN THEIR DISCRETION, UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 AND 2. IF THIS PROXY IS
PROPERLY SIGNED AND RETURNED, THE SHARES REPRESENTED WILL BE VOTED "FOR" ITEMS 1
AND 2 UNLESS YOU OTHERWISE SPECIFY HEREIN.

DATED:___________________, 2001

----------------------------------------
SIGNATURE

PLEASE SIGN THIS PROXY EXACTLY AS YOUR
NAME APPEARS HEREON.

WHEN SIGNING AS EXECUTOR, ADMINISTRATOR,
TRUSTEE, CORPORATE OFFICER, ETC., PLEASE GIVE
FULL TITLE. IN CASE OF JOINT OWNERS, EACH JOINT
OWNER SHOULD SIGN.

Please Date, Sign and Return TODAY in the Enclosed Envelope.
No Postage Required if Mailed in the United States.