SC TO-C

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE TO

          TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                               ATRION CORPORATION
                       (Name of Subject Company (Issuer))

                               ATRION CORPORATION
                       (Name of Filing Person (Offeror))

                          COMMON STOCK, $.10 PAR VALUE
                         (Title of Class of Securities)

                                   049904105
                     (CUSIP Number of Class of Securities)

                                EMILE A. BATTAT
                CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               ATRION CORPORATION
                             ONE ALLENTOWN PARKWAY
                            ALLEN, TEXAS 75002-4211
                                 (972) 390-9800
                          (Name,address and telephone
                          number of person authorized
                             to receive notices and
                          communications on behalf of
                                 filing person)

                                   Copies To:
                           B. G. MINISMAN, JR., ESQ.
                      BERKOWITZ, LEFKOVITS, ISOM & KUSHNER
                       420 20TH STREET NORTH, SUITE 1600
                           BIRMINGHAM, ALABAMA 35203
                                 (205) 328-0480

                           CALCULATION OF FILING FEE
         Transaction Valuation*                       Amount of Filing Fee:

*Pursuant to General Instruction D to Schedule TO, no filing fee is required
 for this filing, which contains solely preliminary communications made before
 the commencement of a tender offer.


[ ]      Check box if any part of the fee is offset as provided by Rule
         0-11(a)(2) and identify the filing with which the offsetting fee was
         previously paid. Identify the previous filing by registration
         statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:       [N/A]         Filing Party:    [N/A]
Form or Registration No.:     [N/A]         Date Filed:      [N/A]

[X]      Check the box if the filing relates solely to preliminary
         communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

         [ ] third party tender offer subject to Rule 14d-1.
         [X] issuer tender offer subject to Rule 13e-4.
         [ ] going-private transaction subject to Rule 13e-3.
         [ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]




                                 EXHIBIT INDEX



EXHIBIT NO.       DESCRIPTION
- -----------       -----------
               
  99.1            Press release issued by the Company dated November 21, 2001.

EX-99.1

                                                                    EXHIBIT 99.1

ATRION CORPORATION
ONE ALLENTOWN PARKWAY
ALLEN, TEXAS  75002


                                                                         ATRION
                                                                   NEWS RELEASE

FOR IMMEDIATE RELEASE

                  ATRION CORPORATION TO COMMENCE TENDER OFFER
                  FOR UP TO 500,000 SHARES OF ITS COMMON STOCK

     ALLEN, Texas (November 21, 2001) - Atrion Corporation (Nasdaq/NM-ATRI)
announced today that it plans to commence an issuer tender offer to purchase
for cash up to 500,000 shares of its issued and outstanding common stock, par
value $.10 per share. The tender offer is expected to begin on Monday, November
26, 2001 and to expire, unless extended, at 12:00 Midnight, New York City time,
on Friday, December 21, 2001.

     Terms of the tender offer, which will be described more fully in the Offer
to Purchase and Letter of Transmittal, invite the Company's stockholders to
tender up to 500,000 shares of the Company's common stock to the Company at a
price of $34.50 per share. The offer is subject to certain conditions. The
Company will, subject to the terms and conditions of the offer, purchase
500,000 shares (or such lesser number of shares as are validly tendered and not
withdrawn) pursuant to the offer. Shares tendered and not purchased because of
proration will be returned at the Company's expense. The Company reserves the
right, in its sole discretion, to purchase more than 500,000 shares pursuant to
the offer. The closing sales price of the Company's common stock on November
20, 2001 as reported by Nasdaq was $32.0247 per share.

     Atrion Corporation designs, develops, manufactures, sells and distributes
medical products and components to markets worldwide.

                                      ###

     This press release is for informational purposes only and is not an offer
to buy or the solicitation of an offer to sell any shares of the Company's
common stock. The offer to buy will only be made by the Offer to Purchase and
related materials that the Company will be sending to its stockholders shortly.
Stockholders are advised to read those materials when they become available
because they will contain important information, including the various terms
and conditions of the offer. Stockholders will also be able to obtain for free
copies of the Offer to Purchase and related materials at the SEC's website at
www.sec.gov or from the Company's information agent, Innisfree M&A
Incorporated, at 501 Madison Avenue, 20th Floor, New York, New York 10022,
telephone: (888) 750-5834.


Contact: Jeffery Strickland
         Vice President and Chief Financial Officer
         (972) 390-9800

                                    - END -