ATRION CORPORATION
 

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.
         
o       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: Form or Registration No.:   [
[
   N/A
N/A 		  ]
] 		  Filing Party:
Date Filed: 		  [
[ 		  N/A
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:

  o   third party tender offer subject to Rule 14d-1.
x   issuer tender offer subject to Rule 13e-4.
o   going-private transaction subject to Rule 13e-3.
o   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: o

 

 

EXHIBIT INDEX

     
EXHIBIT NO.   DESCRIPTION
 
99.1   Press release issued by the Company dated February 27, 2003