As filed with the Securities and Exchange Commission on June 19, 2001
                                                           Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         ------------------------------

                               Atrion Corporation
             (Exact name of Registrant, as specified in its charter)

           Delaware                                              63-0821819
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)
                              One Allentown Parkway
                               Allen, Texas 75002
                                 (972) 390-9800
                    (Address of principal executive offices)
                         ------------------------------

                               ATRION CORPORATION
                    AGREEMENTS FOR NONQUALIFIED STOCK OPTIONS
                              FOR CLINICAL ADVISORS
                            (Full title of the plan)
                         ------------------------------

                                 Emile A. Battat
                               Atrion Corporation
                              One Allentown Parkway
                               Allen, Texas 75002
                     (Name and address of agent for service)
                                 (972) 390-9800
          (Telephone number, including area code, of agent for service)
                         ------------------------------

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
---------------------------- ---------------------- ------------------------ ------------------------ --------------------------
                                                           Proposed                 Proposed
         Title of                                           Maximum                  Maximum
        Securities                  Amount                 Offering                 Aggregate                 Amount of
           to be                     to be                   Price                  Offering                Registration
        Registered               Registered(1)           Per Share(2)               Price(3)                   Fee(4)
---------------------------- ---------------------- ------------------------ ------------------------ --------------------------
<S>                              <C>                        <C>                     <C>                        <C>
       Common Stock              22,500 shares              $12.25                  $275,625                   $68.91
---------------------------- ---------------------- ------------------------ ------------------------ --------------------------
</TABLE>

(1)  Represents  shares issuable upon the exercise of 7 options for 3,000 shares
     each and 1 option  for 1,500  shares.  In  addition  to the  22,500  shares
     reserved for issuance,  the Registrant  hereby includes such  indeterminate
     number of additional  shares as may be issued as the result of  adjustments
     required by certain antidilution provisions, in accordance with Rule 416(a)
     of the Securities and Exchange Commission (the "Commission").
(2)  Represents the per share exercise price of each of the 8 options.
(3)  Represents the aggregate exercise price of the 8 options.
(4)  The registration fee has been computed in accordance with Rule 457(h)(1) of
     the Commission, based upon the exercise price of the options.




<PAGE>






                                     PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

     Atrion  Corporation (the "Registrant") was formed in 1996 as a wholly-owned
subsidiary  of ATRION  Corporation,  an Alabama  corporation  (the  "Predecessor
Corporation"), as part of the Predecessor Corporation's plan to reincorporate in
Delaware. The proposal to approve such reincorporation was approved at a special
meeting of the shareholders of the Predecessor  Corporation on February 21, 1997
and the reincorporation was completed on February 25, 1997 through the merger of
the Predecessor  Corporation  with and into the Registrant,  with the Registrant
continuing as the  surviving  corporation  and the successor to the  Predecessor
Corporation.  Accordingly,  all references in this Registration Statement to the
Registrant and to documents filed with the Commission by the Registrant prior to
February 25, 1997 shall mean the  Predecessor  Corporation  and documents  filed
with the Commission by the Predecessor Corporation.

     The  following   documents   filed  by  the  Registrant   pursuant  to  the
requirements  of the Securities  Exchange Act of 1934 (the  "Exchange  Act") are
incorporated by reference into this Registration Statement:

     (a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 2000, filed on April 2, 2001;

     (b) The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 2001, filed on May 11, 2001;

     (c)  The   description   of  securities   contained  in  the   Registrant's
Registration  Statement on Form 8-A filed with the Commission under the Exchange
Act on February 15, 1990.

     All  documents  subsequently  filed by the  Registrant  pursuant to Section
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective   amendment  indicating  that  all  securities  offered  by  this
Registration  Statement have been sold or that  deregisters  all securities then
remaining  unsold  shall be deemed to be  incorporated  by  reference  into this
Registration  Statement  and to be part  thereof from the date of filing of such
documents.

     Any statement made in a document  incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any other subsequently filed document which is also incorporated or deemed to
be incorporated by reference  herein modifies or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

     Not Applicable.



<PAGE>


Item 5. Interests of Named Experts and Counsel.

     Not Applicable.

Item 6. Indemnification of Directors and Officers.

     Article  XI of  the  Registrant's  Certificate  of  Incorporation  contains
certain provisions permitted under the Delaware General Corporation Law relating
to the liability of directors. These provisions eliminate a director's liability
for  monetary  damages  for a  breach  of  fiduciary  duty,  except  in  certain
circumstances involving wrongful acts such as the breach of a director's duty of
loyalty  or acts or  omissions  involving  intentional  misconduct  or a knowing
violation of law.

     The Delaware General Corporation Law provides that a director or officer of
a corporation  (i) shall be indemnified by the  corporation  for all expenses of
litigation or other legal proceedings when he is successful on the merits,  (ii)
may be indemnified by the  corporation  for the expenses,  judgments,  fines and
amounts paid in settlement  of such  litigation  (other than a derivative  suit)
even if he is not  successful  on the  merits if he acted in good faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the  corporation  (and, in the case of a criminal  proceeding,  had no reason to
believe  his  conduct  was  unlawful),  and  (iii)  may  be  indemnified  by the
corporation for expenses of a derivative suit (a suit by a stockholder  alleging
a breach by a director or officer of a duty owed to the corporation), even if he
is not  successful  on the merits,  if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  provided  that no such  indemnification  may be made in accordance
with this clause  (iii) if the  director  or officer is  adjudged  liable to the
corporation,  unless a court determines that,  despite such  adjudication but in
view of all of the  circumstances,  he is  entitled to  indemnification  of such
expenses. The indemnification described in clauses (ii) and (iii) above shall be
made upon order by a court or a determination by (a) a majority of disinterested
directors, (b) if there are no such directors or if such directors so direct, by
independent  legal  counsel in a written  opinion or (c) the  stockholders  that
indemnification  is proper  because the  applicable  standard of conduct is met.
Expenses  incurred  by a  director  or  officer  in  defending  an action may be
advanced by the corporation  prior to the final  disposition of such action upon
receipt of an  undertaking by such director or officer to repay such expenses if
it is  ultimately  determined  that  he is not  entitled  to be  indemnified  in
connection with the proceeding to which the expenses  relate.  The  Registrant's
Bylaws provides that directors and officers are to be indemnified to the maximum
extent permitted by Delaware law.

Item 7. Exemption from Registration Claimed.

     Not Applicable.

Item 8. Exhibits.


Exhibit Number           Description
--------------           -----------
      4a                 Certificate  of  Incorporation  of  Atrion  Corporation
                         (incorporated  herein by reference to Appendix B to the
                         Registrant's  definitive  Proxy Statement filed January
                         10, 1997)(1)


                            3
<PAGE>

      4b                 Bylaws of Atrion  Corporation  (incorporated  herein by
                         reference to Appendix C to the Registrant's  definitive
                         Proxy Statement filed January 10, 1997)(1)



      4c                 Rights Agreement, dated as of February 1, 1990, between
                         AlaTenn  Resources,  Inc. and American Stock Transfer &
                         Trust  Company,  which  includes  the  form  of  Rights
                         Certificate  as Exhibit A and the  Summary of Rights to
                         Purchase  Common  Shares  as  Exhibit  B  (incorporated
                         herein by  reference  to Exhibit 1 to the  Registration
                         Statement on Form 8-A filed February 15, 1990)(1)



      4d                 Second  Amendment  to  Rights  Agreement  (incorporated
                         herein by  reference to Exhibit 4(b) to Form 10-K filed
                         March 29, 2000)(1)



      4e                 Form of  Agreement  for  Nonqualified  Stock Option for
                         Clinical Advisor(2)



      5                  Opinion of  Berkowitz,  Lefkovits,  Isom &  Kushner,  A
                         Professional Corporation(2)



      23a                Consent of  Berkowitz,  Lefkovits,  Isom &  Kushner,  A
                         Professional Corporation (contained in Exhibit 5)(2)



      23b                Consent of Arthur Andersen LLP(2)

------------------------------
     (1)  Incorporated herein by reference as indicated.
     (2)  Filed herewith.

Item 9. Undertakings.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this Registration Statement;

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective date of this  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement; and

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not previously  disclosed in this  Registration
          Statement  or  any  material  change  to  such   information  in  this
          Registration Statement;


                                       4
<PAGE>

provided,  however,  that  paragraphs  (i) and (ii) above shall not apply if the
information  required  to be  included  in a  post-effective  amendment  by such
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement;

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities  Act  of  1933,  each   post-effective   amendment  involving  a
     fundamental  change  in the  information  set  forth  in this  Registration
     Statement shall be deemed to be a new  Registration  Statement  relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof; and

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities   being  registered  that  remain  unsold  at  the
     termination of the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a)or  Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant,  the  Registrant  has been  advised  that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in such Act and is, therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.




                                       5
<PAGE>



                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable   grounds  to  believe  it  meets  all  the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Allen, State of Texas on June 19, 2001.

                                             ATRION CORPORATION



                                             By:  /s/ Emile A Battat
                                                --------------------------------
                                                  Emile A Battat
                                                  President and Chief Executive
                                                  Officer


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

Name                                        Title                                                Date
----                                        -----                                                ----



<S>                                         <C>                                                  <C>
/s/ Emile A. Battat                         Chairman of the Board, President, and                June 19, 2001
---------------------------                 Chief Executive Officer
Emile A. Battat                             (Principal executive officer)




 /s/ Jeffery Strickland                     Vice President and Chief Financial                   June 19, 2001
---------------------------                 Officer, Secretary and Treasurer
Jeffery Strickland                          (Principal financial and accounting
                                            officer)



 /s/ Richard O. Jacobson                    Director                                             June 19, 2001
---------------------------
Richard O. Jacobson



 /s/ John H. P. Maley                       Director                                             June 19, 2001
 --------------------------
John H. P. Maley
</TABLE>


                                       6
<PAGE>


<TABLE>
<CAPTION>

<S>                                         <C>                                                  <C>
 /s/ Jerome J. McGrath                      Director                                             June 19, 2001
---------------------------
Jerome J. McGrath



 /s/ Hugh J. Morgan, Jr                     Director                                             June 19, 2001
---------------------------
Hugh J. Morgan, Jr.



 /s/ Roger F. Stebbing                      Director                                             June 19, 2001
---------------------------
Roger F. Stebbing



 /s/ John P. Stupp, Jr                      Director                                             June 19, 2001
---------------------------
John P. Stupp, Jr.
</TABLE>



                                       7
<PAGE>



                                  EXHIBIT INDEX


Exhibit Number             Description
--------------             -----------

     4e                    Form of Agreement for Nonqualified Stock Option for
                           Clinical Advisor

     5                     Opinion of Berkowitz, Lefkovits, Isom & Kushner,
                           A Professional Corporation

     23a                   Consent of Berkowitz, Lefkovits, Isom & Kushner,
                           A Professional Corporation (contained in Exhibit 5
                           filed herewith)

     23b                   Consent of Arthur Andersen LLP





                                       8
[{"type": "S-8", "sequence": "1", "filename": "d26078_s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19724}]
{"company-data": {"conformed-name": "ATRION CORP", "cik": "0000701288", "assigned-sic": "3841", "irs-number": "630821819", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63318", "film-number": "1663266"}, "business-address": {"street1": "ONE ALLENTOWN PARKWAY", "city": "ALLEN", "state": "TX", "zip": "75002", "phone": "9723909800"}, "mail-address": {"street1": "POST OFFICE 3869", "city": "MUSCLE SHOALS", "state": "AL", "zip": "356623869"}, "former-company": {"former-conformed-name": "ALATENN RESOURCES INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on June 19, 2001
                                                           Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         ------------------------------

                               Atrion Corporation
             (Exact name of Registrant, as specified in its charter)

           Delaware                                              63-0821819
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)
                              One Allentown Parkway
                               Allen, Texas 75002
                                 (972) 390-9800
                    (Address of principal executive offices)
                         ------------------------------

                               ATRION CORPORATION
                    AGREEMENTS FOR NONQUALIFIED STOCK OPTIONS
                              FOR CLINICAL ADVISORS
                            (Full title of the plan)
                         ------------------------------

                                 Emile A. Battat
                               Atrion Corporation
                              One Allentown Parkway
                               Allen, Texas 75002
                     (Name and address of agent for service)
                                 (972) 390-9800
          (Telephone number, including area code, of agent for service)
                         ------------------------------
CALCULATION OF REGISTRATION FEE
---------------------------- ---------------------- ------------------------ ------------------------ --------------------------
                                                           Proposed                 Proposed
         Title of                                           Maximum                  Maximum
        Securities                  Amount                 Offering                 Aggregate                 Amount of
           to be                     to be                   Price                  Offering                Registration
        Registered               Registered(1)           Per Share(2)               Price(3)                   Fee(4)
---------------------------- ---------------------- ------------------------ ------------------------ --------------------------
Common Stock              22,500 shares              $12.25                  $275,625                   $68.91
---------------------------- ---------------------- ------------------------ ------------------------ --------------------------
(1)  Represents  shares issuable upon the exercise of 7 options for 3,000 shares
     each and 1 option  for 1,500  shares.  In  addition  to the  22,500  shares
     reserved for issuance,  the Registrant  hereby includes such  indeterminate
     number of additional  shares as may be issued as the result of  adjustments
     required by certain antidilution provisions, in accordance with Rule 416(a)
     of the Securities and Exchange Commission (the "Commission").
(2)  Represents the per share exercise price of each of the 8 options.
(3)  Represents the aggregate exercise price of the 8 options.
(4)  The registration fee has been computed in accordance with Rule 457(h)(1) of
     the Commission, based upon the exercise price of the options.
PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     Atrion  Corporation (the "Registrant") was formed in 1996 as a wholly-owned
subsidiary  of ATRION  Corporation,  an Alabama  corporation  (the  "Predecessor
Corporation"), as part of the Predecessor Corporation's plan to reincorporate in
Delaware. The proposal to approve such reincorporation was approved at a special
meeting of the shareholders of the Predecessor  Corporation on February 21, 1997
and the reincorporation was completed on February 25, 1997 through the merger of
the Predecessor  Corporation  with and into the Registrant,  with the Registrant
continuing as the  surviving  corporation  and the successor to the  Predecessor
Corporation.  Accordingly,  all references in this Registration Statement to the
Registrant and to documents filed with the Commission by the Registrant prior to
February 25, 1997 shall mean the  Predecessor  Corporation  and documents  filed
with the Commission by the Predecessor Corporation.

     The  following   documents   filed  by  the  Registrant   pursuant  to  the
requirements  of the Securities  Exchange Act of 1934 (the  "Exchange  Act") are
incorporated by reference into this Registration Statement:

     (a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 2000, filed on April 2, 2001;

     (b) The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 2001, filed on May 11, 2001;

     (c)  The   description   of  securities   contained  in  the   Registrant's
Registration  Statement on Form 8-A filed with the Commission under the Exchange
Act on February 15, 1990.

     All  documents  subsequently  filed by the  Registrant  pursuant to Section
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective   amendment  indicating  that  all  securities  offered  by  this
Registration  Statement have been sold or that  deregisters  all securities then
remaining  unsold  shall be deemed to be  incorporated  by  reference  into this
Registration  Statement  and to be part  thereof from the date of filing of such
documents.

     Any statement made in a document  incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any other subsequently filed document which is also incorporated or deemed to
be incorporated by reference  herein modifies or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

     Not Applicable.
Item 5. Interests of Named Experts and Counsel.

     Not Applicable.

Item 6. Indemnification of Directors and Officers.

     Article  XI of  the  Registrant's  Certificate  of  Incorporation  contains
certain provisions permitted under the Delaware General Corporation Law relating
to the liability of directors. These provisions eliminate a director's liability
for  monetary  damages  for a  breach  of  fiduciary  duty,  except  in  certain
circumstances involving wrongful acts such as the breach of a director's duty of
loyalty  or acts or  omissions  involving  intentional  misconduct  or a knowing
violation of law.

     The Delaware General Corporation Law provides that a director or officer of
a corporation  (i) shall be indemnified by the  corporation  for all expenses of
litigation or other legal proceedings when he is successful on the merits,  (ii)
may be indemnified by the  corporation  for the expenses,  judgments,  fines and
amounts paid in settlement  of such  litigation  (other than a derivative  suit)
even if he is not  successful  on the  merits if he acted in good faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the  corporation  (and, in the case of a criminal  proceeding,  had no reason to
believe  his  conduct  was  unlawful),  and  (iii)  may  be  indemnified  by the
corporation for expenses of a derivative suit (a suit by a stockholder  alleging
a breach by a director or officer of a duty owed to the corporation), even if he
is not  successful  on the merits,  if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  provided  that no such  indemnification  may be made in accordance
with this clause  (iii) if the  director  or officer is  adjudged  liable to the
corporation,  unless a court determines that,  despite such  adjudication but in
view of all of the  circumstances,  he is  entitled to  indemnification  of such
expenses. The indemnification described in clauses (ii) and (iii) above shall be
made upon order by a court or a determination by (a) a majority of disinterested
directors, (b) if there are no such directors or if such directors so direct, by
independent  legal  counsel in a written  opinion or (c) the  stockholders  that
indemnification  is proper  because the  applicable  standard of conduct is met.
Expenses  incurred  by a  director  or  officer  in  defending  an action may be
advanced by the corporation  prior to the final  disposition of such action upon
receipt of an  undertaking by such director or officer to repay such expenses if
it is  ultimately  determined  that  he is not  entitled  to be  indemnified  in
connection with the proceeding to which the expenses  relate.  The  Registrant's
Bylaws provides that directors and officers are to be indemnified to the maximum
extent permitted by Delaware law.

Item 7. Exemption from Registration Claimed.

     Not Applicable.

Item 8. Exhibits.

Exhibit Number           Description
--------------           -----------
      4a                 Certificate  of  Incorporation  of  Atrion  Corporation
                         (incorporated  herein by reference to Appendix B to the
                         Registrant's  definitive  Proxy Statement filed January
                         10, 1997)(1)

                            3
4b                 Bylaws of Atrion  Corporation  (incorporated  herein by
                         reference to Appendix C to the Registrant's  definitive
                         Proxy Statement filed January 10, 1997)(1)

      4c                 Rights Agreement, dated as of February 1, 1990, between
                         AlaTenn  Resources,  Inc. and American Stock Transfer &
                         Trust  Company,  which  includes  the  form  of  Rights
                         Certificate  as Exhibit A and the  Summary of Rights to
                         Purchase  Common  Shares  as  Exhibit  B  (incorporated
                         herein by  reference  to Exhibit 1 to the  Registration
                         Statement on Form 8-A filed February 15, 1990)(1)

      4d                 Second  Amendment  to  Rights  Agreement  (incorporated
                         herein by  reference to Exhibit 4(b) to Form 10-K filed
                         March 29, 2000)(1)

      4e                 Form of  Agreement  for  Nonqualified  Stock Option for
                         Clinical Advisor(2)

      5                  Opinion of  Berkowitz,  Lefkovits,  Isom &  Kushner,  A
                         Professional Corporation(2)

      23a                Consent of  Berkowitz,  Lefkovits,  Isom &  Kushner,  A
                         Professional Corporation (contained in Exhibit 5)(2)

      23b                Consent of Arthur Andersen LLP(2)

------------------------------
     (1)  Incorporated herein by reference as indicated.
     (2)  Filed herewith.

Item 9. Undertakings.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this Registration Statement;

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective date of this  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement; and

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not previously  disclosed in this  Registration
          Statement  or  any  material  change  to  such   information  in  this
          Registration Statement;

                                       4
provided,  however,  that  paragraphs  (i) and (ii) above shall not apply if the
information  required  to be  included  in a  post-effective  amendment  by such
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement;

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities  Act  of  1933,  each   post-effective   amendment  involving  a
     fundamental  change  in the  information  set  forth  in this  Registration
     Statement shall be deemed to be a new  Registration  Statement  relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof; and

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities   being  registered  that  remain  unsold  at  the
     termination of the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a)or  Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant,  the  Registrant  has been  advised  that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in such Act and is, therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable   grounds  to  believe  it  meets  all  the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Allen, State of Texas on June 19, 2001.

                                             ATRION CORPORATION

                                             By:  /s/ Emile A Battat
                                                --------------------------------
                                                  Emile A Battat
                                                  President and Chief Executive
                                                  Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Name                                        Title                                                Date
----                                        -----                                                ----
/s/ Emile A. Battat                         Chairman of the Board, President, and                June 19, 2001
---------------------------                 Chief Executive Officer
Emile A. Battat                             (Principal executive officer)

 /s/ Jeffery Strickland                     Vice President and Chief Financial                   June 19, 2001
---------------------------                 Officer, Secretary and Treasurer
Jeffery Strickland                          (Principal financial and accounting
                                            officer)

 /s/ Richard O. Jacobson                    Director                                             June 19, 2001
---------------------------
Richard O. Jacobson

 /s/ John H. P. Maley                       Director                                             June 19, 2001
 --------------------------
John H. P. Maley
6
/s/ Jerome J. McGrath                      Director                                             June 19, 2001
---------------------------
Jerome J. McGrath

 /s/ Hugh J. Morgan, Jr                     Director                                             June 19, 2001
---------------------------
Hugh J. Morgan, Jr.

 /s/ Roger F. Stebbing                      Director                                             June 19, 2001
---------------------------
Roger F. Stebbing

 /s/ John P. Stupp, Jr                      Director                                             June 19, 2001
---------------------------
John P. Stupp, Jr.
7
EXHIBIT INDEX

Exhibit Number             Description
--------------             -----------

     4e                    Form of Agreement for Nonqualified Stock Option for
                           Clinical Advisor

     5                     Opinion of Berkowitz, Lefkovits, Isom & Kushner,
                           A Professional Corporation

     23a                   Consent of Berkowitz, Lefkovits, Isom & Kushner,
                           A Professional Corporation (contained in Exhibit 5
                           filed herewith)

     23b                   Consent of Arthur Andersen LLP

                                       8