SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         ______________________________

                                    FORM 8-K

                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934




       Date of report (date of earliest event reported): November 15, 2002




                        FINANCIAL INDUSTRIES CORPORATION
               (Exact name of Registrant as specified in charter)





         Texas                      0-4690                       74-2126975
(State or other            (Commission file number)          I.R.S. employer
jurisdiction of                                             (identification no.)
incorporation)





                      6500 River Place Blvd., Building One
                               Austin, Texas 78730
                    (Address of principal executive offices)


       Registrant's telephone number, including area code: (512) 404-5000




                         ______________________________


                                     - 1 -



<PAGE>



Item 5.Other Events

On November  15, 2002,  the  Registrant  released  its  earnings  report for the
three-month and nine- month periods ended September 30, 2002.

In addition,  the Registrant announced that it has revised its financial results
for the quarter ended June 30, 2002,  to record  certain  policyholder  benefits
that were  incurred  but not  recognized  in that  quarter.  Such  amounts  were
identified  during  review  procedures  that were  initiated  and  completed  in
connection  with the  preparation  of the financial  statements  for the quarter
ended  September  30,  2002.  The  revisions  relate  to  death  benefits  for a
relatively new annuity product line, and resulted in an increase in policyholder
benefits and expenses of approximately  $1.4 million (pre-tax) above the amounts
that were  previously  reported for the quarter ended June 30, 2002. As revised,
net income for the three months ended June 30, 2002 was $0.2 million  (basic and
diluted earnings of $0.02 per common share). For the six-month period ended June
30,  2002,  net income  before  the  cumulative  effect of change in  accounting
principle, as revised, was $1.4 million (basic and diluted earnings of $0.14 per
common  share).  The Company has filed an  amendment  to its 10-Q filing for the
second quarter of 2002.  These revisions do not affect the financial  statements
for the nine-month period ended September 30, 2002.

In a separate press announcement on November 15, 2002, the Registrant  announced
that the Board of Directors has appointed George M. Wise, III as Chief Financial
Officer.  The  announcement  also  commented in general  terms on the  Company's
strategic direction.

Except  for  historical  factual  information  set forth in this  Form 8-K,  the
information contained herein relating to the future development of the Company's
business  constitutes  forward-looking  statements under the Private  Securities
Litigation  Reform Act of 1995. Such statements are made based upon management's
current  expectations  and beliefs  and are subject to known and unknown  risks,
uncertainties and other factors contemplated by the forward-looking  statements.
There can be no assurance  that factors not currently  anticipated by management
will not materially and adversely affect FIC.

Exhibits.

        99.1*    -       Press Release dated November 15, 2002
        99.2*    -       Press Release dated November 15, 2002

______________
* Filed herewith


                                     - 2 -



<PAGE>




                                   SIGNATURES

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

                                        FINANCIAL INDUSTRIES CORPORATION



Date: November 18, 2002                 By:      /s/ Eugene E. Payne
                                             __________________________________
                                             Eugene E. Payne
                                             Chief Executive Officer


                                     - 3 -



<PAGE>



                                  Exhibit 99.1

FOR IMMEDIATE RELEASE
November 15, 2002

FOR MORE INFORMATION CONTACT
Robert Bender
512-404-5080

                   FINANCIAL INDUSTRIES CORPORATION ANNOUNCES
             THIRD QUARTER RESULTS AND RESTATEMENT OF SECOND QUARTER

RESULTS

AUSTIN,  Texas -- (BUSINESS WIRE) -- On November 14, 2002,  Financial Industries
Corporation  ("FIC")  reported  net  income  for  the  nine-month  period  ended
September 30, 2002 of  $17,995,000  (or $1.89 basic and $1.87 on a diluted basis
per common  share) on  revenues  of  $92,760,000,  as  compared to net income of
$8,655,000  (or $1.19  basic and $1.18 on a diluted  basis per common  share) on
revenues of  $66,682,000  for the same period in 2001. Net income for the period
ended  September 30, 2002 before the  cumulative  effect of change in accounting
principle was $2,268,000 (basic and diluted earnings of $0.24 per common share).

Net income for the three-month  period ended September 30, 2002 was $899,000 (or
$0.09 on a basic and diluted basis per common share) on revenues of  $30,519,000
as compared to net income of $3,806,000 (basic and diluted earnings of $0.40 per
common  share) on revenues  of  $33,965,000  for the  three-month  period  ended
September 30, 2001.

Earnings per share for the nine months ended September 30, 2002 were affected by
the increase in the number of FIC's common shares outstanding due to the May 18,
2001 merger (the "Merger")  between FIC and  InterContinental  Life  Corporation
("ILCO").  Prior to the  Merger,  FIC  owned  approximately  48% of ILCO.  As of
September  30,  2002,  the  number  of  FIC's  weighted  average  common  shares
outstanding was 9,543,000, as compared to weighted average shares outstanding of
7,261,000 as of September  30, 2001.  The  September  30, 2001 average  weighted
shares  outstanding  takes into  account  the fact that  additional  shares were
issued  on May 18,  2001 due to the  Merger  and were  outstanding  only for the
period from May 18, 2001 to  September  30, 2001.  Additionally,  net income and
earnings  per  share  were  affected  by the  cumulative  effect  of a change in
accounting principle of $15.7 million. This amount represents the excess of fair
value of net assets  acquired  over cost as of the  beginning of 2002 related to
the Merger.  The Company  recorded this  cumulative  effect in conjunction  with
adopting  Statement  of  Financial  Accounting  Standards  No.  141  (FAS  141),
"Business Combinations," in the first quarter of 2002, as required by FAS 141.

Earnings per share have been  calculated  in accordance  with FAS No.128,  which
requires that earnings per share be presented on both a basic and diluted basis.
Diluted  earnings per share reflect the  potential  dilution that could occur if
securities or other contracts to issue common stock were converted or exercised.


                                     - 4 -



<PAGE>



The Company also  announced  that it will revise its  financial  results for the
quarter ended June 30, 2002, to record certain  policyholder  benefits that were
incurred but not recognized in that quarter. Such amounts were identified during
review  procedures  that were  initiated and  completed in  connection  with the
preparation  of the financial  statements  for the quarter  ended  September 30,
2002.  The  revisions  relate to death  benefits  for a  relatively  new annuity
product line, and resulted in an increase in policyholder  benefits and expenses
of approximately  $1.4 million  (pre-tax) above the amounts that were previously
reported  for the quarter  ended June 30, 2002.  As revised,  net income for the
three months ended June 30, 2002 was $0.2 million (basic and diluted earnings of
$0.02 per common  share).  For the  six-month  period ended June 30,  2002,  net
income  before  the  cumulative  effect of change in  accounting  principle,  as
revised,  was $1.4  million  (basic  and  diluted  earnings  of $0.14 per common
share).  The Company  will file an  amendment  to its 10-Q filing for the second
quarter of 2002. These revisions do not affect the financial  statements for the
nine-month period ended September 30, 2002.


9-Mos (ending 9/30)                                2002                 2001

Net income                                      $17,995,000         $ 8,655,000
Net income before cumulative
 effect of change in accounting
 principle                                      $ 2,268,000         $ 8,655,000
Cumulative effect of change in
  accounting principle                          $15,727,000         $         0
Revenues                                        $92,760,000         $66,682,000
Earnings Per Share (Basic)
 Before Cumulative effect of
  change in accounting principle                $     0.24          $      1.19
 Cumulative effect of change in
  accounting principle                          $     1.65          $         0
 Basic earnings per share                       $     1.89          $      1.19
Earnings Per share (Diluted)
 Before Cumulative effect of
  change in accounting principle                $     0.24          $      1.18
 Cumulative effect of change in
  accounting principle                          $     1.63          $         0
 Diluted earnings per share                     $     1.87          $      1.18

Financial Industries Corporation, through its various subsidiaries,  markets and
underwrites individual life insurance and annuity products. The Company's NASDAQ
symbol is FNIN. For more  information on FIC, go to  http://www.ficgroup.com  on
the Internet.


                                     - 5 -



<PAGE>



                                  Exhibit 99.2



(BW) (Financial Industries Corporation) (FNIN) -- FINANCIAL INDUSTRIES
CORPORATION NAMES NEW CHIEF FINANCIAL OFFICER, ANNOUNCES NEW
STRATEGIC DIRECTION.


AUSTIN,  Texas -- (BUSINESS  WIRE) -- November 15, 2002 -- Financial  Industries
Corporation  (FIC) (NASDAQ:  FNIN)  announced  today that George M. Wise III has
been appointed Chief Financial  Officer of the Austin, TX based holding company.
The  announcement  follows the November 4th appointment of Eugene E. Payne Ph.D.
as President,  CEO and Chairman of the Board, and completes a reorganization  of
the executive management team to reflect the new strategic direction the company
will aggressively pursue.

Effective November 15, Wise replaces Jeffrey H. Demgen as CFO. Demgen returns to
Chief Marketing & Sales Officer, a position he previously held for over 5 years.
Thomas C. Richmond with 14 years company  experience and Theodore A. Fleron with
over thirty years experience in the insurance  industry round out the management
team as Chief Operations Officer and General Counsel respectively.

Wise, a Fellow of the Society of Actuaries and member of the American Academy of
Actuaries,  recently served as President and Consulting Actuary for Austin-based
Wise,  Mitchell & Associates  where he provided  consulting  services to various
life insurance companies including  affiliates of FIC. He has more than 18 years
of  insurance   experience   specializing  in  acquisition   analysis,   product
development and profitability analysis.

Payne said Wise's appointment is a critical part of a reorganization designed to
refocus on the Company's  new  strategic  direction.  "FIC is  re-energized  and
dedicated to rapidly and aggressively correcting  circumstances that contributed
to  lower  than  expected  results  in the  past.  Our new  strategy  is a total
recommitment to profitable growth through both new acquisitions and sales," said
Payne.

The  principle  problems  FIC has  identified  for  immediate  action  are sales
expenses,  a decline in investment income, and operating expenses in some areas.
FIC has already  undertaken cost cutting  measures to quickly  streamline  sales
costs  while  focusing  sales  energy  on  their  most  profitable  markets  and
continuing to enhance its  leadership  position in the mortgage  life  insurance
niche.  Additionally,  the company is developing a new diversified  strategy for
investments to enhance earnings while  maintaining its tradition of conservative
investment  risk.  But it is a  re-invigorated  acquisition  strategy that Payne
identifies as the greatest potential. Payne, until his early retirement from the
company in 1999,  served for 12 years as a leading member of the management team
that guided the company to impressive equity growth when Fortune magazine listed
FIC as the 21st top long-term  growth  companies in the nation.  "There are many
exciting opportunities where carefully chosen, well-executed acquisitions can be
used to  substantially  grow this company.  The first step was to ensure that we
have the experienced  leadership in place. Now, with the addition of George Wise
and his wealth of acquisition experience,  we have the ingredients to reenergize
the company and aggressively pursue our acquisition strategy."


                                     - 6 -



<PAGE>



The  information  in this  release  relating  to the  Company's  operations  and
financial  results,   future  business   developments,   and  contingencies  and
uncertainties constitute forward-looking statements under the Private Securities
Litigation Reform Act of 1995.

Financial  Industries  Corporation  (FIC),  through  its  various  subsidiaries,
markets and underwrites individual life insurance and annuity products. For more
information on FIC, go to on the Internet.

For more information contact:
Robert Bender
512-404-5080


                                     - 7 -
[{"type": "8-K", "sequence": "1", "filename": "fic8k111802.txt", "description": "FIC FORM 8-K", "secsgml_size_bytes": 13999}]
{"company-data": {"conformed-name": "FINANCIAL INDUSTRIES CORP", "cik": "0000035733", "assigned-sic": "6311", "irs-number": "742126975", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-04690", "film-number": "02831378"}, "business-address": {"street1": "LEGAL DEPARTMENT", "street2": "6500 RIVER PLACE BLVD., BUILDING ONE", "city": "AUSTIN", "state": "TX", "zip": "78730", "phone": "512 404-5000"}, "mail-address": {"street1": "6500 RIVER PLACE BLVD., BUILDING ONE", "street2": "LEGAL DEPARTMENT", "city": "AUSTIN", "state": "TX", "zip": "78730"}, "former-company": [{"former-conformed-name": "GOLDEN UNITED INVESTMENT CO", "date-changed": "19730801"}, {"former-conformed-name": "ILEX CORP", "date-changed": "19730801"}, {"former-conformed-name": "GOLDEN UNITED INVESTMENT CO STOCK PLAN", "date-changed": "19731128"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         ______________________________

                                    FORM 8-K

                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

       Date of report (date of earliest event reported): November 15, 2002

                        FINANCIAL INDUSTRIES CORPORATION
               (Exact name of Registrant as specified in charter)

         Texas                      0-4690                       74-2126975
(State or other            (Commission file number)          I.R.S. employer
jurisdiction of                                             (identification no.)
incorporation)

                      6500 River Place Blvd., Building One
                               Austin, Texas 78730
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (512) 404-5000

                         ______________________________

                                     - 1 -
Item 5.Other Events

On November  15, 2002,  the  Registrant  released  its  earnings  report for the
three-month and nine- month periods ended September 30, 2002.

In addition,  the Registrant announced that it has revised its financial results
for the quarter ended June 30, 2002,  to record  certain  policyholder  benefits
that were  incurred  but not  recognized  in that  quarter.  Such  amounts  were
identified  during  review  procedures  that were  initiated  and  completed  in
connection  with the  preparation  of the financial  statements  for the quarter
ended  September  30,  2002.  The  revisions  relate  to  death  benefits  for a
relatively new annuity product line, and resulted in an increase in policyholder
benefits and expenses of approximately  $1.4 million (pre-tax) above the amounts
that were  previously  reported for the quarter ended June 30, 2002. As revised,
net income for the three months ended June 30, 2002 was $0.2 million  (basic and
diluted earnings of $0.02 per common share). For the six-month period ended June
30,  2002,  net income  before  the  cumulative  effect of change in  accounting
principle, as revised, was $1.4 million (basic and diluted earnings of $0.14 per
common  share).  The Company has filed an  amendment  to its 10-Q filing for the
second quarter of 2002.  These revisions do not affect the financial  statements
for the nine-month period ended September 30, 2002.

In a separate press announcement on November 15, 2002, the Registrant  announced
that the Board of Directors has appointed George M. Wise, III as Chief Financial
Officer.  The  announcement  also  commented in general  terms on the  Company's
strategic direction.

Except  for  historical  factual  information  set forth in this  Form 8-K,  the
information contained herein relating to the future development of the Company's
business  constitutes  forward-looking  statements under the Private  Securities
Litigation  Reform Act of 1995. Such statements are made based upon management's
current  expectations  and beliefs  and are subject to known and unknown  risks,
uncertainties and other factors contemplated by the forward-looking  statements.
There can be no assurance  that factors not currently  anticipated by management
will not materially and adversely affect FIC.

Exhibits.

        99.1*    -       Press Release dated November 15, 2002
        99.2*    -       Press Release dated November 15, 2002

______________
* Filed herewith

                                     - 2 -
SIGNATURES

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

                                        FINANCIAL INDUSTRIES CORPORATION

Date: November 18, 2002                 By:      /s/ Eugene E. Payne
                                             __________________________________
                                             Eugene E. Payne
                                             Chief Executive Officer

                                     - 3 -
Exhibit 99.1

FOR IMMEDIATE RELEASE
November 15, 2002

FOR MORE INFORMATION CONTACT
Robert Bender
512-404-5080

                   FINANCIAL INDUSTRIES CORPORATION ANNOUNCES
             THIRD QUARTER RESULTS AND RESTATEMENT OF SECOND QUARTER

RESULTS

AUSTIN,  Texas -- (BUSINESS WIRE) -- On November 14, 2002,  Financial Industries
Corporation  ("FIC")  reported  net  income  for  the  nine-month  period  ended
September 30, 2002 of  $17,995,000  (or $1.89 basic and $1.87 on a diluted basis
per common  share) on  revenues  of  $92,760,000,  as  compared to net income of
$8,655,000  (or $1.19  basic and $1.18 on a diluted  basis per common  share) on
revenues of  $66,682,000  for the same period in 2001. Net income for the period
ended  September 30, 2002 before the  cumulative  effect of change in accounting
principle was $2,268,000 (basic and diluted earnings of $0.24 per common share).

Net income for the three-month  period ended September 30, 2002 was $899,000 (or
$0.09 on a basic and diluted basis per common share) on revenues of  $30,519,000
as compared to net income of $3,806,000 (basic and diluted earnings of $0.40 per
common  share) on revenues  of  $33,965,000  for the  three-month  period  ended
September 30, 2001.

Earnings per share for the nine months ended September 30, 2002 were affected by
the increase in the number of FIC's common shares outstanding due to the May 18,
2001 merger (the "Merger")  between FIC and  InterContinental  Life  Corporation
("ILCO").  Prior to the  Merger,  FIC  owned  approximately  48% of ILCO.  As of
September  30,  2002,  the  number  of  FIC's  weighted  average  common  shares
outstanding was 9,543,000, as compared to weighted average shares outstanding of
7,261,000 as of September  30, 2001.  The  September  30, 2001 average  weighted
shares  outstanding  takes into  account  the fact that  additional  shares were
issued  on May 18,  2001 due to the  Merger  and were  outstanding  only for the
period from May 18, 2001 to  September  30, 2001.  Additionally,  net income and
earnings  per  share  were  affected  by the  cumulative  effect  of a change in
accounting principle of $15.7 million. This amount represents the excess of fair
value of net assets  acquired  over cost as of the  beginning of 2002 related to
the Merger.  The Company  recorded this  cumulative  effect in conjunction  with
adopting  Statement  of  Financial  Accounting  Standards  No.  141  (FAS  141),
"Business Combinations," in the first quarter of 2002, as required by FAS 141.

Earnings per share have been  calculated  in accordance  with FAS No.128,  which
requires that earnings per share be presented on both a basic and diluted basis.
Diluted  earnings per share reflect the  potential  dilution that could occur if
securities or other contracts to issue common stock were converted or exercised.

                                     - 4 -
The Company also  announced  that it will revise its  financial  results for the
quarter ended June 30, 2002, to record certain  policyholder  benefits that were
incurred but not recognized in that quarter. Such amounts were identified during
review  procedures  that were  initiated and  completed in  connection  with the
preparation  of the financial  statements  for the quarter  ended  September 30,
2002.  The  revisions  relate to death  benefits  for a  relatively  new annuity
product line, and resulted in an increase in policyholder  benefits and expenses
of approximately  $1.4 million  (pre-tax) above the amounts that were previously
reported  for the quarter  ended June 30, 2002.  As revised,  net income for the
three months ended June 30, 2002 was $0.2 million (basic and diluted earnings of
$0.02 per common  share).  For the  six-month  period ended June 30,  2002,  net
income  before  the  cumulative  effect of change in  accounting  principle,  as
revised,  was $1.4  million  (basic  and  diluted  earnings  of $0.14 per common
share).  The Company  will file an  amendment  to its 10-Q filing for the second
quarter of 2002. These revisions do not affect the financial  statements for the
nine-month period ended September 30, 2002.

9-Mos (ending 9/30)                                2002                 2001

Net income                                      $17,995,000         $ 8,655,000
Net income before cumulative
 effect of change in accounting
 principle                                      $ 2,268,000         $ 8,655,000
Cumulative effect of change in
  accounting principle                          $15,727,000         $         0
Revenues                                        $92,760,000         $66,682,000
Earnings Per Share (Basic)
 Before Cumulative effect of
  change in accounting principle                $     0.24          $      1.19
 Cumulative effect of change in
  accounting principle                          $     1.65          $         0
 Basic earnings per share                       $     1.89          $      1.19
Earnings Per share (Diluted)
 Before Cumulative effect of
  change in accounting principle                $     0.24          $      1.18
 Cumulative effect of change in
  accounting principle                          $     1.63          $         0
 Diluted earnings per share                     $     1.87          $      1.18

Financial Industries Corporation, through its various subsidiaries,  markets and
underwrites individual life insurance and annuity products. The Company's NASDAQ
symbol is FNIN. For more  information on FIC, go to  http://www.ficgroup.com  on
the Internet.

                                     - 5 -
Exhibit 99.2

(BW) (Financial Industries Corporation) (FNIN) -- FINANCIAL INDUSTRIES
CORPORATION NAMES NEW CHIEF FINANCIAL OFFICER, ANNOUNCES NEW
STRATEGIC DIRECTION.

AUSTIN,  Texas -- (BUSINESS  WIRE) -- November 15, 2002 -- Financial  Industries
Corporation  (FIC) (NASDAQ:  FNIN)  announced  today that George M. Wise III has
been appointed Chief Financial  Officer of the Austin, TX based holding company.
The  announcement  follows the November 4th appointment of Eugene E. Payne Ph.D.
as President,  CEO and Chairman of the Board, and completes a reorganization  of
the executive management team to reflect the new strategic direction the company
will aggressively pursue.

Effective November 15, Wise replaces Jeffrey H. Demgen as CFO. Demgen returns to
Chief Marketing & Sales Officer, a position he previously held for over 5 years.
Thomas C. Richmond with 14 years company  experience and Theodore A. Fleron with
over thirty years experience in the insurance  industry round out the management
team as Chief Operations Officer and General Counsel respectively.

Wise, a Fellow of the Society of Actuaries and member of the American Academy of
Actuaries,  recently served as President and Consulting Actuary for Austin-based
Wise,  Mitchell & Associates  where he provided  consulting  services to various
life insurance companies including  affiliates of FIC. He has more than 18 years
of  insurance   experience   specializing  in  acquisition   analysis,   product
development and profitability analysis.

Payne said Wise's appointment is a critical part of a reorganization designed to
refocus on the Company's  new  strategic  direction.  "FIC is  re-energized  and
dedicated to rapidly and aggressively correcting  circumstances that contributed
to  lower  than  expected  results  in the  past.  Our new  strategy  is a total
recommitment to profitable growth through both new acquisitions and sales," said
Payne.

The  principle  problems  FIC has  identified  for  immediate  action  are sales
expenses,  a decline in investment income, and operating expenses in some areas.
FIC has already  undertaken cost cutting  measures to quickly  streamline  sales
costs  while  focusing  sales  energy  on  their  most  profitable  markets  and
continuing to enhance its  leadership  position in the mortgage  life  insurance
niche.  Additionally,  the company is developing a new diversified  strategy for
investments to enhance earnings while  maintaining its tradition of conservative
investment  risk.  But it is a  re-invigorated  acquisition  strategy that Payne
identifies as the greatest potential. Payne, until his early retirement from the
company in 1999,  served for 12 years as a leading member of the management team
that guided the company to impressive equity growth when Fortune magazine listed
FIC as the 21st top long-term  growth  companies in the nation.  "There are many
exciting opportunities where carefully chosen, well-executed acquisitions can be
used to  substantially  grow this company.  The first step was to ensure that we
have the experienced  leadership in place. Now, with the addition of George Wise
and his wealth of acquisition experience,  we have the ingredients to reenergize
the company and aggressively pursue our acquisition strategy."

                                     - 6 -
The  information  in this  release  relating  to the  Company's  operations  and
financial  results,   future  business   developments,   and  contingencies  and
uncertainties constitute forward-looking statements under the Private Securities
Litigation Reform Act of 1995.

Financial  Industries  Corporation  (FIC),  through  its  various  subsidiaries,
markets and underwrites individual life insurance and annuity products. For more
information on FIC, go to on the Internet.

For more information contact:
Robert Bender
512-404-5080

                                     - 7 -