SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                               ___________________

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933
                               ___________________
                        FINANCIAL INDUSTRIES CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

         Texas                                      74-2126975
(State of Incorporation)                  (I.R.S. Employer Identification No.)


            6500 River Place Blvd., Building One, Austin, Texas 78730
  (Address, Including Zip Code, of Registrant's of Principal Executive Offices)


                        InterContinental Life Corporation
                             1999 Stock Option Plan
                              (Full Title of Plan)

           Theodore A. Fleron, Vice President and Assistant Secretary
                      6500 River Place Blvd., Building One
                               Austin, Texas 78730
(Name, Address,  Including Zip Code, and Telephone Number,  Including Area Code,
of Agent for Service)

<TABLE>

                         CALCULATION OF REGISTRATION FEE
<S>                          <C>                      <C>                    <C>                     <C>


 Title of Securities         Amount to                Proposed                Proposed maximum       Amount of Registration Fee
   to be registered        be registered          maximum offering               aggregate
                                                 price per share(1)          offering price(1)
Common Stock,             794,200 shares               $12.39                    $8,364,030               $1,449.33
par value $.20

</TABLE>

(1)  For  purposes of computing  the  registration  fee only.  Pursuant to Rules
     457(c) and (h) of the  Securities  Act of 1933,  as amended,  the  Proposed
     Maximum Aggregate Offering Price Per Share is based upon:

          the average of the high and low prices of the common stock on June 11,
          2001 with respect to 404,800 shares, and

          the actual price at which  389,400  options may be  exercised  (prices
          ranging from $ 8.18 per share to $ 12.39 per share).


                                      -1-

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents are incorporated herein by reference:

          (1)  Our  Annual  Report  on Form  10-K  for  the  fiscal  year  ended
               December 31, 2000.

          (2)  Our Quarterly Report on Form 10-Q for the quarter ended March 31,
               2001.

          (3)  Our Current  Reports on Form 8-K dated January 22, 2001,  May 30,
               2001 and June 8, 2001.

          (4)  The  description  of our common  stock  contained  in the section
               entitled   "Description   of   Capital   Stock  of  FIC"  of  our
               Registration  Statement  on Form S-4 (File No.  333-54772)  filed
               with the Commission on February 1, 2001.

          (5)  All  documents  that we  subsequently  file  pursuant to Sections
               13(a),  13(c), 14 and 15(d) of the Exchange Act after the date of
               this  Registration  Statement  and  prior  to  the  filing  of  a
               post-effective  amendment  to this  Registration  Statement  that
               indicates  that all of the shares of common  stock  offered  have
               been sold or which  deregisters all of such shares then remaining
               unsold,  shall be deemed to be  incorporated by reference in this
               Registration  Statement  and to be part  hereof  from the date of
               filing of such documents. Any statement 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
               modifies or  supersedes  such  statement.  Any such  statement so
               modified or superseded shall not be deemed, except as so modified
               or superseded, to constitute part of this Registration Statement.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.
                                      -2-

<PAGE>

Item 6.  Indemnification of Directors and Officers.

     Our Bylaws  require us to  indemnify  our  officers  and  directors  to the
fullest extent  permitted by Article 2.02-1 of the Business  Corporation  Act of
the State of Texas (the "TBCA"). Generally, Article 2.02-1 of the TBCA permits a
corporation  to  indemnify a person who was, is, or is  threatened  to be made a
named  defendant or  respondent  in a proceeding  because the person was or is a
director or officer if it is determined  that such person (i) conducted  himself
in good  faith,  (ii)  reasonably  believed  (a) in the case of  conduct  in his
official capacity as a director or officer of the corporation,  that his conduct
was in the  corporation's  best interests,  and/or (b) in other cases,  that his
conduct was at least not opposed to the corporation's best interests,  and (iii)
in the case of any criminal proceeding,  had no reasonable cause to believe that
his conduct was  unlawful.

     In addition,  the TBCA  requires a  corporation  to indemnify a director or
officer for any action that such director or officer is wholly  successfully  in
defending on the merits.  Texas law does not permit  exculpation of liability in
the case of (i) a breach of the director's duty of loyalty to the corporation or
its  shareholders,  (ii) an act or omission not in good faith that constitutes a
breach of duty of the director to the  corporation or that involves  intentional
misconduct or a knowing  violation of the law, (iii) a transaction  from which a
director received an improper benefit,  whether or not the benefit resulted from
an action  taken  within  the scope of the  director's  office or (iv) an act or
omission  for which the  liability  of the  director  is  expressly  provided by
statute.  We may provide  liability  insurance for each director and officer for
certain  losses arising from claims or changes made against them while acting in
their  capabilities  as our directors or officers,  whether or not we would have
the power to indemnify such person against such liability, as permitted by law.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

     The following documents are filed as a part of this Registration  Statement
or incorporated by reference herein:

4.1            InterContinental Life Corporation 1999 Stock Option Plan. *

5.1            Opinion of Special Counsel to FIC.*

23.1           Consent of Special Counsel to FIC (included in Exhibit 5.1).

23.2           Consent of PricewaterhouseCoopers LLP. *

24.1           Power of Attorney (included on signature pages).



* Filed herewith.

                                      -3-
<PAGE>

Item 9.  Undertakings.

         We hereby undertake:

         (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 the  registration  statement (or
                    the most recent  post-effective  amendment  thereto)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  registration
                    statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    and of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b),  if, in the aggregate,  the change in volume
                    and price  represent no more than a 20 percent change in the
                    "Calculation  of  Registration  Fee" table in the  effective
                    registration statement; and

              (iii) To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously   disclosed  in  the
                    registration  statement  or  any  material  change  to  such
                    information in the registration statement.

         (2)   That,  for  purposes  of  determining  any  liability  under  the
               Securities  Act,  each  such  post-effective  amendment  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.

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

                                      -4-
<PAGE>

     We hereby  undertake  that, for purposes of determining any liability under
the  Securities  Act,  each of our annual  reports  pursuant to Section 13(a) or
Section  15(d) of the Exchange  Act (and,  where  applicable,  each filing of an
employee  benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is  incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such  securities at the time shall be deemed to be
the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers and controlling persons of our company,
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Commission such  indemnification  is against public policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than our
payment of expenses  incurred or paid by our directors,  officers or controlling
persons 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,  we will, unless in the opinion of our 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 Securities 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  that it meets all of the
requirement  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 Austin, State of Texas on the 14th day of June, 2001.

                                   FINANCIAL INDUSTRIES CORPORATION

                                   By:      /s/ Roy F. Mitte
                                            Roy F. Mitte
                                            Chairman, President and Chief
                                            Executive Officer

                               POWER OF ATTORNEY
     Know all those by these presents,  that each person whose signature appears
below  constitutes  and appoints  each of Roy F. Mitte and Theodore A. Fleron or
any of them, each acting alone, his true and lawful  attorney-in-fact and agent,
with full power of substitution and  resubstitution,  for such person and in his
name,  place  and  stead,  in any and all  capacities,  in  connection  with the
Registration Statement on Form S-8 of Financial Industries Corporation under the
Securities  Act of  1933,  as  amended,  including,  without  limitation  of the
generality of the foregoing,  to sign the Registration Statement in the name and
on behalf of Financial Industries  Corporation,  or on behalf of the undersigned
as a director or officer of Financial  Industries  Corporation,  and any and all
amendments or supplements to the Registration  Statement,  including any and all
stickers and  post-effective  amendments to the Registration  Statement,  and to
sign  any  and all  additional  Registration  Statements  relating  to the  same
offering of Securities as the Registration  Statement that are filed pursuant to
Rule 462 under the  Securities  Act of 1933,  as amended,  and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission and any  applicable  securities  exchange or
securities  self-regulatory  body,  granting  unto  said  attorneys-in-fact  and
agents,  each acting alone,  full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or their substitutes or substitute,  may lawfully do or cause to be done
by virtue hereof.

                                      -6-

<PAGE>

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


Signature                        Title                            Date

/s/ John D. Barnett              Director                         June 14, 2001
    John D. Barnett

/s/ Joseph F. Crowe              Director                         June 14, 2001
    Joseph F. Crowe

/s/ Jeffrey H. Demgen            Vice President; Director         June 14, 2001
    Jeffrey H. Demgen

/s/ Theodore A. Fleron           Vice President and               June 14, 2001
    Theodore A. Fleron           Assistant Secretary; Director

/s/  James M. Grace              Vice President and Treasurer;    June 14, 2001
     James M. Grace              Director

/s/ Michael S. Mitte             Director                         June 14, 2001
    Michael S. Mitte

/s/  Roy F. Mitte                Chairman; President; Chief       June 14, 2001
     Roy F. Mitte                Executive Officer; Director

/s/  Frank Parker                Director                         June 14, 2001
     Frank Parker

/s/ Thomas C. Richmond           Director                         June 14, 2001
    Thomas C. Richmond

/s/  Steven P. Schmitt           Vice President; Secretary;       June 14, 2001
     Steven P. Schmitt           Director

/s/  Jerome H. Supple            Director                         June 14, 2001
     Jerome H. Supple



                                      -7-


<PAGE>





                                  EXHIBIT INDEX

Exhibit Number                        Description

    4.1            InterContinental Life Corporation 1999 Stock Option Plan. *

    5.1            Opinion of Special Counsel to FIC. *

   23.1            Consent of Special Counsel to FIC (included in Exhibit 5.1).

   23.2            Consent of PricewaterhouseCoopers LLP. *

   24.1            Power of Attorney (included on signature pages).



* Filed herewith.

                                      -8-

<PAGE>

                                                                Exhibit 5.1

                        Financial Industries Corporation
                      6500 River Place Blvd., Building One
                               Austin, Texas 78730

June 13,  2001


Financial Industries Corporation
6500 River Place Blvd., Building One
Austin, Texas 78730

Ladies and Gentlemen:

I am Special Counsel of Financial  Industries  Corporation,  a Texas corporation
(the "Company"),  and I am delivering this opinion in connection with the filing
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the  "Securities  Act"),  of a Registration  Statement on Form S-8 (the
"Registration  Statement") for the purpose of registering  794,200 shares of the
common stock of the Company,  $0.20 par value (the "Common Stock"), with respect
to the InterContinental  Life Corporation 1999 Stock Option Plan (the "Plan"). I
have  reviewed  originals  (or copies) of certified or otherwise  satisfactorily
identified documents,  corporate and other records, certificates and papers as I
deemed it  necessary  to examine for the purpose of this  opinion.

Based on the  foregoing,  it is my opinion that the shares of Common Stock which
are  issued  upon  the  exercise  of  stock  options  under  the  Plan  are duly
authorized, and when issued and delivered against receipt of payment therefor in
accordance  with the Plan,  such shares of Common Stock will, be validly issued,
fully paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.

                                        Very truly yours,


                                        /s/ Melanie M. McCaffree
                                        Melanie M. McCaffree





<PAGE>
                                                                Exhibit 23.2

                         Consent of Independent Accounts

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our  report  dated  April  2,  2001,  relating  to the
financial  statements and financial statement schedules of Financial  Industries
Corporation,  which appears in Financial Industries  Corporation's Annual Report
on Form 10-K for the year ended December 31, 2000.


                                                     /s/ PricewaterhouseCoopers
                                                     PricewaterhouseCoopers LLP
Dallas, Texas
June 14, 2001



<PAGE>



                       InterContinental Life Corporation
                             1999 Stock Option Plan



A.        The Plan

          1.   Name:  This  Plan  shall be known as the  "InterContinental  Life
               Corporation 1999 Stock Option Plan."

          2.   Purpose:  The  purposes  of  the  Plan  are  to  encourage  stock
               ownership by key management  employees of  InterContinental  Life
               Corporation  (herein called the "Company") and its  Subsidiaries,
               to provide an incentive for such  employees to expand and improve
               the profits and  prosperity of the Company and its  Subsidiaries,
               and to assist the Company and its  Subsidiaries in attracting and
               retaining key personnel  through the grant of options to purchase
               shares of the  Company's  common  stock.  It is intended that the
               stock options  granted  hereunder shall  constitute  nonstatutory
               stock  options  and  shall not be  treated  as  "incentive  stock
               options"  within  the  meaning of  Section  422A of the  Internal
               Revenue Code of 1986, as amended, or successor provisions thereto
               or of like import.

          3.   Effective  Date and Term:  The Plan was  approved by the Board of
               Directors  of the  Company  on March 6,  1999,  and shall  become
               effective on May 18,  1999,  subject to approval by a majority of
               the  shareholders of the Company,  present in person or by proxy,
               at the annual meeting of  shareholders  of the Company to be held
               on May 18,  1999.  The Plan  shall  terminate  upon the  eleventh
               anniversary of the Effective Date.

B.        Definitions

          Unless otherwise required by the context:

          1.   "Anniversary  Date"  shall  mean  the  first  anniversary  of the
               Effective Date and each succeeding anniversary thereof.

          2.   "Board" shall mean the Board of Directors of the Company.

          3.   "Change in Control"  shall mean the  occurrence of either (i) the
               termination,  by  resignation  or  otherwise,  of Roy F. Mitte as
               Chairman  of the Board and Chief  Executive  Officer  or (ii) the
               appointment  or election to the Board of persons  constituting  a
               majority of the number of members of the Board which persons were
               not nominated or appointed to the Board by Roy F. Mitte.

                                       A-1
<PAGE>


          4.   "Committee"  shall  mean  the  Executive   Committee,   which  is
               appointed  by the Board,  and which shall be composed of at least
               three members of the Board.

          5.   "Company" shall mean the InterContinental  Life Corporation,  its
               subsidiaries, affiliates and successors in interest.

          6.   "Code" shall mean the Internal Revenue Code of 1986, as amended.

          7.   "Effective  Date" shall mean the date  determined  in  accordance
               with the provisions of paragraph A.3, hereof.

          8.   "Option shall mean a right to purchase Stock,  granted  pursuant
               to the Plan.

          9.   "Option  Price" shall mean the purchase price to be paid for each
               share of Stock subject to issuance pursuant to the exercise of an
               Option , as determined in Section G, below.

          10.  "Participant"  shall mean an employee of the  Company,  or of any
               Affiliate of the Company,  to whom an Option is granted under the
               Plan.

          11.  "Plan" shall mean this  InterContinental  Life Corporation  Stock
               Option Plan.

          12.  "Plan Year" shall mean a twelve-month  period which  commences on
               the Effective Date or an Anniversary Date, as applicable and ends
               on the last day of the twelfth  month  following  such  Effective
               Date or Anniversary Date, as applicable.

          13.  "Stock"  shall mean the common  stock of the  Company,  par value
               $.22.

          14.  "Subsidiary" shall mean a subsidiary  corporation of the Company,
               as defined in Section 425(f) of the Code.

          15.  "Affiliate" shall mean (i) any Subsidiary of the Company and (ii)
               Financial  Industries  Corporation  and any  direct  or  indirect
               wholly-owned subsidiary of Financial Industries Corporation.

C.        Stock To Be Optioned

          Subject to the provisions of Section M of the Plan, the maximum number
          of  shares of stock  that may be  optioned  or sold  under the Plan is
          800,000 shares. Such shares may be treasury or authorized but unissued
          shares of Stock.

                                       A-2
<PAGE>

D.       Options Under the Plan:

          Shares of Stock with  respect to which an Option has been  granted and
          exercised  hereunder  shall not again be available for grant under the
          Plan.  In the event  that  Options  granted  hereunder  shall  expire,
          terminate or be canceled for any reason without being  exercised,  new
          Options  may be granted  under the Plan with  respect to the number of
          shares to which such Option  expiration,  termination or  cancellation
          pertains.

E.        Administration

          The Plan shall be  administered  by the Committee.  Two members of the
          Committee  shall  constitute a quorum for the transaction of business.
          The Committee  shall be  responsible to the Board for the operation of
          the  Plan,  and  shall  determine  the  participation  in the  Plan by
          employees  of the Company and its  Affiliates,  and the extent of that
          participation.  The  interpretation and construction of any provisions
          of  the  Plan  by the  Committee  shall  be  final,  unless  otherwise
          determined by the Board. No member of the Board or the Committee shall
          be liable for any action or  determination  made by him in good faith.


F.        Eligibility

          The Board or the  Committee  may grant  Options to any key  management
          employee  (including  an employee who is an officer) of the Company or
          its  Affiliates.  Options may be awarded by the Board or the Committee
          at any time and from time to time to new Participants,  or to existing
          Participants,  and to a greater or lesser number of Participants,  and
          may  include or  exclude  previous  Participants,  as the Board or the
          Committee shall determine. Options granted at different times need not
          contain similar terms.

G.        Option Price:

          The  purchase  price for Stock under each Option  shall be 100 percent
          (100%) of the fair market value of the Stock at the time the Option is
          granted,  but in no event less than  $7.50 per share.  If the Stock is
          publicly  traded,  then such fair market value shall be  determined as
          follows:  (i) if the  principal  trading  market  for the Stock is the
          NASDAQ  Small-Cap  Market,  the NASDAQ  National  Market or a national
          securities  exchange,  the last reported sale price thereof on the day
          of the grant,  or (if there  were no trades on that  date,  the latest
          preceding date on which as sale was reported,  or (ii) if the Stock is
          not  principally  traded on such market or exchange,  the mean between
          the last reported  "bid" and "asked" prices of the Stock on the day of
          the  grant,  as  reported  on NASDAQ or as  reported  in a  recognized
          financial  reporting  system,  as  applicable.  If  the  Stock  is not
          publicly  traded,  or if publicly  traded,  is not subject to reported
          transactions or "bid" or "asked"  quotations as set forth above,  such
          fair market value shall be as determined by the Board.


                                       A-3
<PAGE>

H.        Terms and Conditions of Options

          Options granted  pursuant to the Plan shall be authorized by the Board
          or the  Committee and shall be evidenced by agreements in such form as
          the  Board or the  Committee  shall  from time to time  approve.  Such
          agreements shall comply with and be subject to the following terms and
          conditions:

          1.   Employment  Agreement:  The Board or the  Committee  may,  in its
               discretion,  include  in any  Option  granted  under  the  Plan a
               condition  that the  Participant  shall  agree to  remain  in the
               employ  of,  and render  services  to, the  Company or any of its
               Affiliates  for a period  of time  (specified  in the  agreement)
               following  the date the Option is granted.  Unless  otherwise set
               forth in a written  employment  agreement between the Company and
               the Participant,  no such agreement shall impose upon the Company
               or any of its Affiliates,  however,  any obligation to employ the
               Participant for any period of time.

          2.   Manner  of  Exercise:   Any  Options  granted  hereunder  may  be
               exercised by the  Participant  serving upon the  Secretary of the
               Company  written  notice of such  exercise  which notice shall be
               irrevocable and shall specify the number of shares of Stock to be
               purchased pursuant to such exercise.

          3.   Time and Method of  Payment:  The Option  Price  shall be paid in
               full in cash at the time an Option is  exercised  under the Plan.
               Such  payment,  in the form of a personal  or bank  check,  shall
               accompany the notice of exercise.  Unless submitted in accordance
               with the  provisions  of this  Plan,  an  exercise  of any Option
               granted  under  the  Plan  shall  be  invalid  and of no  effect.
               Promptly  after the  exercise of an Option and the payment of the
               full  Option  Price,  the  Participant  shall be  entitled to the
               issuance of a stock certificate  evidencing his ownership of such
               Stock.  A  Participant  shall  have  none  of  the  rights  of  a
               shareholder of the Company  pursuant to the exercise of an Option
               hereunder  until  the  issuance  of  Stock  to  such  Participant
               pursuant to such  exercise  and no  adjustment  shall be made for
               dividends  or other  rights for which the record date is prior to
               the date that the certificate evidencing such Stock is issued.

          4.   Number of Shares:  Each Option  shall  state the total  number of
               shares of Stock to which it pertains.

          5.   Option Period and Limitations On Exercise of Options:  The Option
               period  shall be one  year  from  the  date  the  Option  becomes
               exercisable  in whole or in part  under  the  terms of the  Plan.
               Except as provided in paragraph H.6,  hereof,  no Option shall be
               exercisable  until the first  Anniversary Date next following the
               date of grant thereof,  when it becomes exercisable in accordance
               with the following schedule:


                                       A-4
<PAGE>

                    A.   For Options Granted During the First Plan Year: Options
                         granted during the first Plan Year shall be exercisable
                         on the first  Anniversary  Date  following  the date of
                         grant to the  extent  of  twenty  percent  (20%) of the
                         Stock  covered  by  such  Option.  On  each  succeeding
                         Anniversary Date, an additional twenty percent (20%) of
                         such Option shall become  exercisable,  with the result
                         that no Option  granted  during the first Plan Year may
                         be  exercised,  in whole or in part,  after  the  sixth
                         Anniversary Date;

                    B.   For  Options  Granted  During  the  Second  Plan  Year:
                         Options  granted  during the second  Plan Year shall be
                         exercisable on the first Anniversary Date following the
                         date of  grant to the  extent  of  twenty-five  percent
                         (25%) of the  Stock  covered  by such  Option.  On each
                         succeeding  Anniversary Date, an additional twenty-five
                         percent (25%) of such Option shall become  exercisable,
                         with the  result  that no  Option  granted  during  the
                         second Plan Year may be exercised, in whole or in part,
                         after the sixth Anniversary Date.

                    C.   For Options Granted During the Third Plan Year: Options
                         granted during the third Plan Year shall be exercisable
                         on the first  Anniversary  Date  following  the date of
                         grant  to the  extent  of  thirty-three  and  one-third
                         percent (33 1/3 %) of the Stock covered by such Option.
                         On each  succeeding  Anniversary  Date,  an  additional
                         thirty-three  and  one-third  percent (33 1/3%) of such
                         Option shall become  exercisable,  with the result that
                         no Option  granted  during  the third  Plan Year may be
                         exercised,  in  whole  or  in  part,  after  the  sixth
                         Anniversary Date.

                    D.   For  Options  Granted  During  the  Fourth  Plan  Year:
                         Options  granted  during the fourth  Plan Year shall be
                         exercisable on the first Anniversary Date following the
                         date of grant to the extent of fifty  percent (50 %) of
                         the  Stock   covered  by  such  Option.   On  the  next
                         succeeding   Anniversary   Date,  an  additional  fifty
                         percent (50%) of such Option shall become  exercisable,
                         with the  result  that no  Option  granted  during  the
                         fourth Plan Year may be exercised, in whole or in part,
                         after the sixth Anniversary Date.

                    E.   For Options Granted During the Fifth Plan Year: Options
                         granted during the fifth Plan Year shall be exercisable
                         on the first  Anniversary  Date  following  the date of
                         grant to the extent of one hundred  percent  (100 %) of
                         the Stock covered by such Option,  with the result that
                         no Option  granted  during  the fifth  Plan Year may be
                         exercised,  in  whole  or  in  part,  after  the  sixth
                         Anniversary  Date.  No option may be exercised  for the
                         purchase of fractional shares of stock.

                                       A-5
<PAGE>

          6.   Exercise of Options Upon Change in Control:  Notwithstanding  the
               provisions of paragraph  H.5,  hereof,  each Option granted under
               the Plan shall become exercisable,  in whole or in part, upon the
               effective  date of a Change in Control.  Following  the effective
               date of a Change in Control,  the Option period shall be one year
               from the date the Option becomes exercisable.

          7.   Designation of Options:  Each Option shall be designated,  at the
               time of issuance,  as not being an  incentive  stock option under
               Section 422A of the Code.

I.        Termination of Employment

          Except as provided in Section J, below, if a Participant  ceases to be
          employed  by  the  Company  or any of  its  Affiliates,  his  Options,
          including  those  Options  which are  exercisable  at the time of such
          termination of employment, shall expire thirty (30) days following the
          date  of  termination  of  employment;  provided,  however,  that if a
          Participant's  cessation  of  employment  with  the  Company  and  its
          Affiliates is due to his retirement with the consent of the Company or
          any of its Affiliates , the Participant  may, at any time within three
          months after such cessation of employment, exercise his Options to the
          extent that he was entitled to exercise  them on the date of cessation
          of employment.  The Committee may cancel any Option granted  hereunder
          during the  post-employment  periods  referred to in this paragraph if
          the Participant engages in employment or other activities contrary, in
          the opinion of the Committee,  to the best interests of the Company or
          any of its  Affiliates.  The  Committee  shall  determine in each case
          whether a termination  of employment  shall be considered a retirement
          with the  consent of the  Company  or an  Affiliate,  and,  subject to
          applicable  law,  whether  a  leave  of  absence  shall  constitute  a
          termination of  employment.  Any such  determination  of the Committee
          shall be final and conclusive, unless overruled by the Board.

J.        Rights In Event of Death or Disability

          If a Participant dies without having fully exercised his Options,  the
          executors or administrators, or legatees or heirs, of his estate shall
          have  the  right  to  exercise  only  such  Options  as  the  deceased
          Participant  was  presently  entitled  to  exercise on the date of his
          death.  Any such  exercise  by the  executors  or  administrators,  or
          legatees or heirs, of the estate of a Participant  must be made within
          90 days following the date of death of the Participant,  in accordance
          with the  procedures  set forth in  Section  H.2.,  hereof.  After the
          expiration  of such  90-day  period,  no  Options  which the  deceased
          Participant  was  presently  entitled  to  exercise on the date of his
          death may be exercised.

          If a  Participant  terminates  his  employment  with the Company or an
          Affiliate as a result of a "permanent and total  disability  (as that
          term is defined by section  22(e)(3) of the  Internal  Revenue Code of
          1986, as amended) without having fully exercised his Options, he shall
          have the right to  exercise  only  such  Options  as he was  presently
          entitled  to  exercise  on  the  date  of  his   permanent  and  total
          disability.  Any such exercise by the Participant  must be made within
          90 days following the date of such  Participant's  permanent and total
          disability,  in accordance  with the  procedures  set forth in Section
          H.2.,  hereof.  After the expiration of such 90-day period, no Options
          which the Participant  was presently  entitled to exercise on the date
          of his permanent and total disability may be exercised.

                                       A-6
<PAGE>

K.        No Obligation To Exercise Options

          The  granting  of an  Option  shall  impose  no  obligation  upon  the
          Participant to exercise such Option.

L.        Nonassignability

          Options shall not be transferable other than by will or by the laws of
          descent and distribution,  to the extent provided herein, and during a
          Participant's lifetime may be exercised only by such Participant.

M.        Effect of Change In Stock Subject To The Plan

          The  aggregate  number of shares of Stock  available for Options under
          the Plan, the shares  subject to any Option,  and the price per share,
          shall all be proportionately  adjusted for any increase or decrease in
          the number of issued shares of Stock  subsequent to the effective date
          of the Plan resulting from (1) a subdivision or consolidation of Stock
          or any  other  capital  adjustment,  (2)  the  payment  of a  dividend
          consisting  of Stock,  or (3) any other  increase  or  decrease in the
          amount  of  Stock   outstanding   effected   without  the  receipt  of
          consideration  by the Company.  If the Company  shall be the surviving
          Corporation in any merger or consolidation,  any Option shall pertain,
          apply,  and  relate to the nature  and  amount of  securities  of such
          resulting  entity to which a holder  of the  number of shares of Stock
          subject to the Option  would have become  entitled to  following  such
          merger or consolidation.

          If  the  Company  is  merged  into  or  consolidated  with  any  other
          corporation  in a  transaction  where the Company is not the surviving
          corporation,  or if it sells all or substantially all of its assets to
          any  other  corporation,  then  either  (i) the  Company  shall  cause
          provision to be made for the continuance of the Plan after such event,
          or for the  substitution  for this Plan for another Plan  covering the
          number and class of  securities  which the  Participants  in this Plan
          would have been entitled to receive in such merger or consolidation by
          virtue of such sale if the  Participant  had been the holder of record
          of a  number  of  shares  of Stock  of the  Company  equal to the then
          unexpired  portion of the Options then held by  Participants,  or (ii)
          the  Company  shall  give to the  Participants  written  notice of its
          election not to cause such  provision  to be made and all  unexercised
          Options  shall  become  exercisable  in full  (or,  at the  individual
          election of a Participant,  in part) at any time during a period of 20
          calendar  days, to be designated by the Company,  ending not more than
          10  calendar  days  prior  to  the  effective  date  of  such  merger,
          consolidation or sale, in which case any unexercised Options shall not
          be  exercisable to any extent after the expiration of such 20 calendar
          day period.
                                       A-7
<PAGE>

N.        Amendment and Termination

          The Board or the Committee may  terminate,  amend,  or revise the Plan
          with respect to any shares as to which  Options have not been granted.
          The  Board or the  Committee  may  alter or amend  the  provisions  of
          paragraph 3, hereof,  pertaining to the Term of the Plan.  Neither the
          Board nor the Committee  may,  without the consent of the holder of an
          Option,  alter or impair any Option previously granted under the Plan,
          except as authorized herein. Unless sooner terminated,  the Plan shall
          remain in effect  for a period  of eleven  years  from the date of the
          Plan's adoption by the Board. Termination of the Plan shall not affect
          any Option previously granted.

O.        Reservation of Shares of Stock

          The Company,  during the term of this Plan,  will at all times reserve
          and keep  available,  and will seek or obtain from any regulatory body
          having  jurisdiction,  any requisite  authority necessary to issue and
          sell the number of shares of Stock that shall be sufficient to satisfy
          the  requirements of this Plan. The inability of the Company to obtain
          from any  regulatory  body having  jurisdiction  the authority  deemed
          necessary by counsel for the Company for the lawful  issuance and sale
          of its Stock  hereunder  shall relieve the Company of any liability in
          respect  of the  failure  to  issue  or sell  stock  as to  which  the
          requisite authority has not be obtained.

P.        Tax Withholding:

          The Company shall have the right to require a Participant  to remit to
          the Company an amount sufficient to satisfy Federal taxes, required by
          law or  regulation  to be  withheld or  deducted  with  respect to any
          taxable event arising as a result of the exercise by a Participant  of
          Options under this Plan.








                                       A-8
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{"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": "S-8", "act": "33", "file-number": "333-63046", "film-number": "1661091"}, "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 STOCK PLAN", "date-changed": "19731128"}, {"former-conformed-name": "ILEX CORP", "date-changed": "19730801"}, {"former-conformed-name": "GOLDEN UNITED INVESTMENT CO", "date-changed": "19730801"}]}
SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                               ___________________

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933
                               ___________________
                        FINANCIAL INDUSTRIES CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

         Texas                                      74-2126975
(State of Incorporation)                  (I.R.S. Employer Identification No.)

            6500 River Place Blvd., Building One, Austin, Texas 78730
  (Address, Including Zip Code, of Registrant's of Principal Executive Offices)

                        InterContinental Life Corporation
                             1999 Stock Option Plan
                              (Full Title of Plan)

           Theodore A. Fleron, Vice President and Assistant Secretary
                      6500 River Place Blvd., Building One
                               Austin, Texas 78730
(Name, Address,  Including Zip Code, and Telephone Number,  Including Area Code,
of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
Title of Securities         Amount to                Proposed                Proposed maximum       Amount of Registration Fee
   to be registered        be registered          maximum offering               aggregate
                                                 price per share(1)          offering price(1)
Common Stock,             794,200 shares               $12.39                    $8,364,030               $1,449.33
par value $.20
(1)  For  purposes of computing  the  registration  fee only.  Pursuant to Rules
     457(c) and (h) of the  Securities  Act of 1933,  as amended,  the  Proposed
     Maximum Aggregate Offering Price Per Share is based upon:

          the average of the high and low prices of the common stock on June 11,
          2001 with respect to 404,800 shares, and

          the actual price at which  389,400  options may be  exercised  (prices
          ranging from $ 8.18 per share to $ 12.39 per share).

                                      -1-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents are incorporated herein by reference:

          (1)  Our  Annual  Report  on Form  10-K  for  the  fiscal  year  ended
               December 31, 2000.

          (2)  Our Quarterly Report on Form 10-Q for the quarter ended March 31,
               2001.

          (3)  Our Current  Reports on Form 8-K dated January 22, 2001,  May 30,
               2001 and June 8, 2001.

          (4)  The  description  of our common  stock  contained  in the section
               entitled   "Description   of   Capital   Stock  of  FIC"  of  our
               Registration  Statement  on Form S-4 (File No.  333-54772)  filed
               with the Commission on February 1, 2001.

          (5)  All  documents  that we  subsequently  file  pursuant to Sections
               13(a),  13(c), 14 and 15(d) of the Exchange Act after the date of
               this  Registration  Statement  and  prior  to  the  filing  of  a
               post-effective  amendment  to this  Registration  Statement  that
               indicates  that all of the shares of common  stock  offered  have
               been sold or which  deregisters all of such shares then remaining
               unsold,  shall be deemed to be  incorporated by reference in this
               Registration  Statement  and to be part  hereof  from the date of
               filing of such documents. Any statement 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
               modifies or  supersedes  such  statement.  Any such  statement so
               modified or superseded shall not be deemed, except as so modified
               or superseded, to constitute part of this Registration Statement.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.
                                      -2-
Item 6.  Indemnification of Directors and Officers.

     Our Bylaws  require us to  indemnify  our  officers  and  directors  to the
fullest extent  permitted by Article 2.02-1 of the Business  Corporation  Act of
the State of Texas (the "TBCA"). Generally, Article 2.02-1 of the TBCA permits a
corporation  to  indemnify a person who was, is, or is  threatened  to be made a
named  defendant or  respondent  in a proceeding  because the person was or is a
director or officer if it is determined  that such person (i) conducted  himself
in good  faith,  (ii)  reasonably  believed  (a) in the case of  conduct  in his
official capacity as a director or officer of the corporation,  that his conduct
was in the  corporation's  best interests,  and/or (b) in other cases,  that his
conduct was at least not opposed to the corporation's best interests,  and (iii)
in the case of any criminal proceeding,  had no reasonable cause to believe that
his conduct was  unlawful.

     In addition,  the TBCA  requires a  corporation  to indemnify a director or
officer for any action that such director or officer is wholly  successfully  in
defending on the merits.  Texas law does not permit  exculpation of liability in
the case of (i) a breach of the director's duty of loyalty to the corporation or
its  shareholders,  (ii) an act or omission not in good faith that constitutes a
breach of duty of the director to the  corporation or that involves  intentional
misconduct or a knowing  violation of the law, (iii) a transaction  from which a
director received an improper benefit,  whether or not the benefit resulted from
an action  taken  within  the scope of the  director's  office or (iv) an act or
omission  for which the  liability  of the  director  is  expressly  provided by
statute.  We may provide  liability  insurance for each director and officer for
certain  losses arising from claims or changes made against them while acting in
their  capabilities  as our directors or officers,  whether or not we would have
the power to indemnify such person against such liability, as permitted by law.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

     The following documents are filed as a part of this Registration  Statement
or incorporated by reference herein:

4.1            InterContinental Life Corporation 1999 Stock Option Plan. *

5.1            Opinion of Special Counsel to FIC.*

23.1           Consent of Special Counsel to FIC (included in Exhibit 5.1).

23.2           Consent of PricewaterhouseCoopers LLP. *

24.1           Power of Attorney (included on signature pages).

* Filed herewith.

                                      -3-
Item 9.  Undertakings.

         We hereby undertake:

         (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 the  registration  statement (or
                    the most recent  post-effective  amendment  thereto)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  registration
                    statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    and of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b),  if, in the aggregate,  the change in volume
                    and price  represent no more than a 20 percent change in the
                    "Calculation  of  Registration  Fee" table in the  effective
                    registration statement; and

              (iii) To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously   disclosed  in  the
                    registration  statement  or  any  material  change  to  such
                    information in the registration statement.

         (2)   That,  for  purposes  of  determining  any  liability  under  the
               Securities  Act,  each  such  post-effective  amendment  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.

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

                                      -4-
We hereby  undertake  that, for purposes of determining any liability under
the  Securities  Act,  each of our annual  reports  pursuant to Section 13(a) or
Section  15(d) of the Exchange  Act (and,  where  applicable,  each filing of an
employee  benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is  incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such  securities at the time shall be deemed to be
the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers and controlling persons of our company,
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Commission such  indemnification  is against public policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than our
payment of expenses  incurred or paid by our directors,  officers or controlling
persons 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,  we will, unless in the opinion of our 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 Securities 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  that it meets all of the
requirement  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 Austin, State of Texas on the 14th day of June, 2001.

                                   FINANCIAL INDUSTRIES CORPORATION

                                   By:      /s/ Roy F. Mitte
                                            Roy F. Mitte
                                            Chairman, President and Chief
                                            Executive Officer

                               POWER OF ATTORNEY
     Know all those by these presents,  that each person whose signature appears
below  constitutes  and appoints  each of Roy F. Mitte and Theodore A. Fleron or
any of them, each acting alone, his true and lawful  attorney-in-fact and agent,
with full power of substitution and  resubstitution,  for such person and in his
name,  place  and  stead,  in any and all  capacities,  in  connection  with the
Registration Statement on Form S-8 of Financial Industries Corporation under the
Securities  Act of  1933,  as  amended,  including,  without  limitation  of the
generality of the foregoing,  to sign the Registration Statement in the name and
on behalf of Financial Industries  Corporation,  or on behalf of the undersigned
as a director or officer of Financial  Industries  Corporation,  and any and all
amendments or supplements to the Registration  Statement,  including any and all
stickers and  post-effective  amendments to the Registration  Statement,  and to
sign  any  and all  additional  Registration  Statements  relating  to the  same
offering of Securities as the Registration  Statement that are filed pursuant to
Rule 462 under the  Securities  Act of 1933,  as amended,  and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission and any  applicable  securities  exchange or
securities  self-regulatory  body,  granting  unto  said  attorneys-in-fact  and
agents,  each acting alone,  full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or their substitutes or substitute,  may lawfully do or cause to be done
by virtue hereof.

                                      -6-
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated and on the dates indicated.

Signature                        Title                            Date

/s/ John D. Barnett              Director                         June 14, 2001
    John D. Barnett

/s/ Joseph F. Crowe              Director                         June 14, 2001
    Joseph F. Crowe

/s/ Jeffrey H. Demgen            Vice President; Director         June 14, 2001
    Jeffrey H. Demgen

/s/ Theodore A. Fleron           Vice President and               June 14, 2001
    Theodore A. Fleron           Assistant Secretary; Director

/s/  James M. Grace              Vice President and Treasurer;    June 14, 2001
     James M. Grace              Director

/s/ Michael S. Mitte             Director                         June 14, 2001
    Michael S. Mitte

/s/  Roy F. Mitte                Chairman; President; Chief       June 14, 2001
     Roy F. Mitte                Executive Officer; Director

/s/  Frank Parker                Director                         June 14, 2001
     Frank Parker

/s/ Thomas C. Richmond           Director                         June 14, 2001
    Thomas C. Richmond

/s/  Steven P. Schmitt           Vice President; Secretary;       June 14, 2001
     Steven P. Schmitt           Director

/s/  Jerome H. Supple            Director                         June 14, 2001
     Jerome H. Supple

                                      -7-
EXHIBIT INDEX

Exhibit Number                        Description

    4.1            InterContinental Life Corporation 1999 Stock Option Plan. *

    5.1            Opinion of Special Counsel to FIC. *

   23.1            Consent of Special Counsel to FIC (included in Exhibit 5.1).

   23.2            Consent of PricewaterhouseCoopers LLP. *

   24.1            Power of Attorney (included on signature pages).

* Filed herewith.

                                      -8-
Exhibit 5.1

                        Financial Industries Corporation
                      6500 River Place Blvd., Building One
                               Austin, Texas 78730

June 13,  2001

Financial Industries Corporation
6500 River Place Blvd., Building One
Austin, Texas 78730

Ladies and Gentlemen:

I am Special Counsel of Financial  Industries  Corporation,  a Texas corporation
(the "Company"),  and I am delivering this opinion in connection with the filing
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the  "Securities  Act"),  of a Registration  Statement on Form S-8 (the
"Registration  Statement") for the purpose of registering  794,200 shares of the
common stock of the Company,  $0.20 par value (the "Common Stock"), with respect
to the InterContinental  Life Corporation 1999 Stock Option Plan (the "Plan"). I
have  reviewed  originals  (or copies) of certified or otherwise  satisfactorily
identified documents,  corporate and other records, certificates and papers as I
deemed it  necessary  to examine for the purpose of this  opinion.

Based on the  foregoing,  it is my opinion that the shares of Common Stock which
are  issued  upon  the  exercise  of  stock  options  under  the  Plan  are duly
authorized, and when issued and delivered against receipt of payment therefor in
accordance  with the Plan,  such shares of Common Stock will, be validly issued,
fully paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.

                                        Very truly yours,

                                        /s/ Melanie M. McCaffree
                                        Melanie M. McCaffree
Exhibit 23.2

                         Consent of Independent Accounts

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our  report  dated  April  2,  2001,  relating  to the
financial  statements and financial statement schedules of Financial  Industries
Corporation,  which appears in Financial Industries  Corporation's Annual Report
on Form 10-K for the year ended December 31, 2000.

                                                     /s/ PricewaterhouseCoopers
                                                     PricewaterhouseCoopers LLP
Dallas, Texas
June 14, 2001
InterContinental Life Corporation
                             1999 Stock Option Plan

A.        The Plan

          1.   Name:  This  Plan  shall be known as the  "InterContinental  Life
               Corporation 1999 Stock Option Plan."

          2.   Purpose:  The  purposes  of  the  Plan  are  to  encourage  stock
               ownership by key management  employees of  InterContinental  Life
               Corporation  (herein called the "Company") and its  Subsidiaries,
               to provide an incentive for such  employees to expand and improve
               the profits and  prosperity of the Company and its  Subsidiaries,
               and to assist the Company and its  Subsidiaries in attracting and
               retaining key personnel  through the grant of options to purchase
               shares of the  Company's  common  stock.  It is intended that the
               stock options  granted  hereunder shall  constitute  nonstatutory
               stock  options  and  shall not be  treated  as  "incentive  stock
               options"  within  the  meaning of  Section  422A of the  Internal
               Revenue Code of 1986, as amended, or successor provisions thereto
               or of like import.

          3.   Effective  Date and Term:  The Plan was  approved by the Board of
               Directors  of the  Company  on March 6,  1999,  and shall  become
               effective on May 18,  1999,  subject to approval by a majority of
               the  shareholders of the Company,  present in person or by proxy,
               at the annual meeting of  shareholders  of the Company to be held
               on May 18,  1999.  The Plan  shall  terminate  upon the  eleventh
               anniversary of the Effective Date.

B.        Definitions

          Unless otherwise required by the context:

          1.   "Anniversary  Date"  shall  mean  the  first  anniversary  of the
               Effective Date and each succeeding anniversary thereof.

          2.   "Board" shall mean the Board of Directors of the Company.

          3.   "Change in Control"  shall mean the  occurrence of either (i) the
               termination,  by  resignation  or  otherwise,  of Roy F. Mitte as
               Chairman  of the Board and Chief  Executive  Officer  or (ii) the
               appointment  or election to the Board of persons  constituting  a
               majority of the number of members of the Board which persons were
               not nominated or appointed to the Board by Roy F. Mitte.

                                       A-1
4.   "Committee"  shall  mean  the  Executive   Committee,   which  is
               appointed  by the Board,  and which shall be composed of at least
               three members of the Board.

          5.   "Company" shall mean the InterContinental  Life Corporation,  its
               subsidiaries, affiliates and successors in interest.

          6.   "Code" shall mean the Internal Revenue Code of 1986, as amended.

          7.   "Effective  Date" shall mean the date  determined  in  accordance
               with the provisions of paragraph A.3, hereof.

          8.   "Option shall mean a right to purchase Stock,  granted  pursuant
               to the Plan.

          9.   "Option  Price" shall mean the purchase price to be paid for each
               share of Stock subject to issuance pursuant to the exercise of an
               Option , as determined in Section G, below.

          10.  "Participant"  shall mean an employee of the  Company,  or of any
               Affiliate of the Company,  to whom an Option is granted under the
               Plan.

          11.  "Plan" shall mean this  InterContinental  Life Corporation  Stock
               Option Plan.

          12.  "Plan Year" shall mean a twelve-month  period which  commences on
               the Effective Date or an Anniversary Date, as applicable and ends
               on the last day of the twelfth  month  following  such  Effective
               Date or Anniversary Date, as applicable.

          13.  "Stock"  shall mean the common  stock of the  Company,  par value
               $.22.

          14.  "Subsidiary" shall mean a subsidiary  corporation of the Company,
               as defined in Section 425(f) of the Code.

          15.  "Affiliate" shall mean (i) any Subsidiary of the Company and (ii)
               Financial  Industries  Corporation  and any  direct  or  indirect
               wholly-owned subsidiary of Financial Industries Corporation.

C.        Stock To Be Optioned

          Subject to the provisions of Section M of the Plan, the maximum number
          of  shares of stock  that may be  optioned  or sold  under the Plan is
          800,000 shares. Such shares may be treasury or authorized but unissued
          shares of Stock.

                                       A-2
D.       Options Under the Plan:

          Shares of Stock with  respect to which an Option has been  granted and
          exercised  hereunder  shall not again be available for grant under the
          Plan.  In the event  that  Options  granted  hereunder  shall  expire,
          terminate or be canceled for any reason without being  exercised,  new
          Options  may be granted  under the Plan with  respect to the number of
          shares to which such Option  expiration,  termination or  cancellation
          pertains.

E.        Administration

          The Plan shall be  administered  by the Committee.  Two members of the
          Committee  shall  constitute a quorum for the transaction of business.
          The Committee  shall be  responsible to the Board for the operation of
          the  Plan,  and  shall  determine  the  participation  in the  Plan by
          employees  of the Company and its  Affiliates,  and the extent of that
          participation.  The  interpretation and construction of any provisions
          of  the  Plan  by the  Committee  shall  be  final,  unless  otherwise
          determined by the Board. No member of the Board or the Committee shall
          be liable for any action or  determination  made by him in good faith.

F.        Eligibility

          The Board or the  Committee  may grant  Options to any key  management
          employee  (including  an employee who is an officer) of the Company or
          its  Affiliates.  Options may be awarded by the Board or the Committee
          at any time and from time to time to new Participants,  or to existing
          Participants,  and to a greater or lesser number of Participants,  and
          may  include or  exclude  previous  Participants,  as the Board or the
          Committee shall determine. Options granted at different times need not
          contain similar terms.

G.        Option Price:

          The  purchase  price for Stock under each Option  shall be 100 percent
          (100%) of the fair market value of the Stock at the time the Option is
          granted,  but in no event less than  $7.50 per share.  If the Stock is
          publicly  traded,  then such fair market value shall be  determined as
          follows:  (i) if the  principal  trading  market  for the Stock is the
          NASDAQ  Small-Cap  Market,  the NASDAQ  National  Market or a national
          securities  exchange,  the last reported sale price thereof on the day
          of the grant,  or (if there  were no trades on that  date,  the latest
          preceding date on which as sale was reported,  or (ii) if the Stock is
          not  principally  traded on such market or exchange,  the mean between
          the last reported  "bid" and "asked" prices of the Stock on the day of
          the  grant,  as  reported  on NASDAQ or as  reported  in a  recognized
          financial  reporting  system,  as  applicable.  If  the  Stock  is not
          publicly  traded,  or if publicly  traded,  is not subject to reported
          transactions or "bid" or "asked"  quotations as set forth above,  such
          fair market value shall be as determined by the Board.

                                       A-3
H.        Terms and Conditions of Options

          Options granted  pursuant to the Plan shall be authorized by the Board
          or the  Committee and shall be evidenced by agreements in such form as
          the  Board or the  Committee  shall  from time to time  approve.  Such
          agreements shall comply with and be subject to the following terms and
          conditions:

          1.   Employment  Agreement:  The Board or the  Committee  may,  in its
               discretion,  include  in any  Option  granted  under  the  Plan a
               condition  that the  Participant  shall  agree to  remain  in the
               employ  of,  and render  services  to, the  Company or any of its
               Affiliates  for a period  of time  (specified  in the  agreement)
               following  the date the Option is granted.  Unless  otherwise set
               forth in a written  employment  agreement between the Company and
               the Participant,  no such agreement shall impose upon the Company
               or any of its Affiliates,  however,  any obligation to employ the
               Participant for any period of time.

          2.   Manner  of  Exercise:   Any  Options  granted  hereunder  may  be
               exercised by the  Participant  serving upon the  Secretary of the
               Company  written  notice of such  exercise  which notice shall be
               irrevocable and shall specify the number of shares of Stock to be
               purchased pursuant to such exercise.

          3.   Time and Method of  Payment:  The Option  Price  shall be paid in
               full in cash at the time an Option is  exercised  under the Plan.
               Such  payment,  in the form of a personal  or bank  check,  shall
               accompany the notice of exercise.  Unless submitted in accordance
               with the  provisions  of this  Plan,  an  exercise  of any Option
               granted  under  the  Plan  shall  be  invalid  and of no  effect.
               Promptly  after the  exercise of an Option and the payment of the
               full  Option  Price,  the  Participant  shall be  entitled to the
               issuance of a stock certificate  evidencing his ownership of such
               Stock.  A  Participant  shall  have  none  of  the  rights  of  a
               shareholder of the Company  pursuant to the exercise of an Option
               hereunder  until  the  issuance  of  Stock  to  such  Participant
               pursuant to such  exercise  and no  adjustment  shall be made for
               dividends  or other  rights for which the record date is prior to
               the date that the certificate evidencing such Stock is issued.

          4.   Number of Shares:  Each Option  shall  state the total  number of
               shares of Stock to which it pertains.

          5.   Option Period and Limitations On Exercise of Options:  The Option
               period  shall be one  year  from  the  date  the  Option  becomes
               exercisable  in whole or in part  under  the  terms of the  Plan.
               Except as provided in paragraph H.6,  hereof,  no Option shall be
               exercisable  until the first  Anniversary Date next following the
               date of grant thereof,  when it becomes exercisable in accordance
               with the following schedule:

                                       A-4
A.   For Options Granted During the First Plan Year: Options
                         granted during the first Plan Year shall be exercisable
                         on the first  Anniversary  Date  following  the date of
                         grant to the  extent  of  twenty  percent  (20%) of the
                         Stock  covered  by  such  Option.  On  each  succeeding
                         Anniversary Date, an additional twenty percent (20%) of
                         such Option shall become  exercisable,  with the result
                         that no Option  granted  during the first Plan Year may
                         be  exercised,  in whole or in part,  after  the  sixth
                         Anniversary Date;

                    B.   For  Options  Granted  During  the  Second  Plan  Year:
                         Options  granted  during the second  Plan Year shall be
                         exercisable on the first Anniversary Date following the
                         date of  grant to the  extent  of  twenty-five  percent
                         (25%) of the  Stock  covered  by such  Option.  On each
                         succeeding  Anniversary Date, an additional twenty-five
                         percent (25%) of such Option shall become  exercisable,
                         with the  result  that no  Option  granted  during  the
                         second Plan Year may be exercised, in whole or in part,
                         after the sixth Anniversary Date.

                    C.   For Options Granted During the Third Plan Year: Options
                         granted during the third Plan Year shall be exercisable
                         on the first  Anniversary  Date  following  the date of
                         grant  to the  extent  of  thirty-three  and  one-third
                         percent (33 1/3 %) of the Stock covered by such Option.
                         On each  succeeding  Anniversary  Date,  an  additional
                         thirty-three  and  one-third  percent (33 1/3%) of such
                         Option shall become  exercisable,  with the result that
                         no Option  granted  during  the third  Plan Year may be
                         exercised,  in  whole  or  in  part,  after  the  sixth
                         Anniversary Date.

                    D.   For  Options  Granted  During  the  Fourth  Plan  Year:
                         Options  granted  during the fourth  Plan Year shall be
                         exercisable on the first Anniversary Date following the
                         date of grant to the extent of fifty  percent (50 %) of
                         the  Stock   covered  by  such  Option.   On  the  next
                         succeeding   Anniversary   Date,  an  additional  fifty
                         percent (50%) of such Option shall become  exercisable,
                         with the  result  that no  Option  granted  during  the
                         fourth Plan Year may be exercised, in whole or in part,
                         after the sixth Anniversary Date.

                    E.   For Options Granted During the Fifth Plan Year: Options
                         granted during the fifth Plan Year shall be exercisable
                         on the first  Anniversary  Date  following  the date of
                         grant to the extent of one hundred  percent  (100 %) of
                         the Stock covered by such Option,  with the result that
                         no Option  granted  during  the fifth  Plan Year may be
                         exercised,  in  whole  or  in  part,  after  the  sixth
                         Anniversary  Date.  No option may be exercised  for the
                         purchase of fractional shares of stock.

                                       A-5
6.   Exercise of Options Upon Change in Control:  Notwithstanding  the
               provisions of paragraph  H.5,  hereof,  each Option granted under
               the Plan shall become exercisable,  in whole or in part, upon the
               effective  date of a Change in Control.  Following  the effective
               date of a Change in Control,  the Option period shall be one year
               from the date the Option becomes exercisable.

          7.   Designation of Options:  Each Option shall be designated,  at the
               time of issuance,  as not being an  incentive  stock option under
               Section 422A of the Code.

I.        Termination of Employment

          Except as provided in Section J, below, if a Participant  ceases to be
          employed  by  the  Company  or any of  its  Affiliates,  his  Options,
          including  those  Options  which are  exercisable  at the time of such
          termination of employment, shall expire thirty (30) days following the
          date  of  termination  of  employment;  provided,  however,  that if a
          Participant's  cessation  of  employment  with  the  Company  and  its
          Affiliates is due to his retirement with the consent of the Company or
          any of its Affiliates , the Participant  may, at any time within three
          months after such cessation of employment, exercise his Options to the
          extent that he was entitled to exercise  them on the date of cessation
          of employment.  The Committee may cancel any Option granted  hereunder
          during the  post-employment  periods  referred to in this paragraph if
          the Participant engages in employment or other activities contrary, in
          the opinion of the Committee,  to the best interests of the Company or
          any of its  Affiliates.  The  Committee  shall  determine in each case
          whether a termination  of employment  shall be considered a retirement
          with the  consent of the  Company  or an  Affiliate,  and,  subject to
          applicable  law,  whether  a  leave  of  absence  shall  constitute  a
          termination of  employment.  Any such  determination  of the Committee
          shall be final and conclusive, unless overruled by the Board.

J.        Rights In Event of Death or Disability

          If a Participant dies without having fully exercised his Options,  the
          executors or administrators, or legatees or heirs, of his estate shall
          have  the  right  to  exercise  only  such  Options  as  the  deceased
          Participant  was  presently  entitled  to  exercise on the date of his
          death.  Any such  exercise  by the  executors  or  administrators,  or
          legatees or heirs, of the estate of a Participant  must be made within
          90 days following the date of death of the Participant,  in accordance
          with the  procedures  set forth in  Section  H.2.,  hereof.  After the
          expiration  of such  90-day  period,  no  Options  which the  deceased
          Participant  was  presently  entitled  to  exercise on the date of his
          death may be exercised.

          If a  Participant  terminates  his  employment  with the Company or an
          Affiliate as a result of a "permanent and total  disability  (as that
          term is defined by section  22(e)(3) of the  Internal  Revenue Code of
          1986, as amended) without having fully exercised his Options, he shall
          have the right to  exercise  only  such  Options  as he was  presently
          entitled  to  exercise  on  the  date  of  his   permanent  and  total
          disability.  Any such exercise by the Participant  must be made within
          90 days following the date of such  Participant's  permanent and total
          disability,  in accordance  with the  procedures  set forth in Section
          H.2.,  hereof.  After the expiration of such 90-day period, no Options
          which the Participant  was presently  entitled to exercise on the date
          of his permanent and total disability may be exercised.

                                       A-6
K.        No Obligation To Exercise Options

          The  granting  of an  Option  shall  impose  no  obligation  upon  the
          Participant to exercise such Option.

L.        Nonassignability

          Options shall not be transferable other than by will or by the laws of
          descent and distribution,  to the extent provided herein, and during a
          Participant's lifetime may be exercised only by such Participant.

M.        Effect of Change In Stock Subject To The Plan

          The  aggregate  number of shares of Stock  available for Options under
          the Plan, the shares  subject to any Option,  and the price per share,
          shall all be proportionately  adjusted for any increase or decrease in
          the number of issued shares of Stock  subsequent to the effective date
          of the Plan resulting from (1) a subdivision or consolidation of Stock
          or any  other  capital  adjustment,  (2)  the  payment  of a  dividend
          consisting  of Stock,  or (3) any other  increase  or  decrease in the
          amount  of  Stock   outstanding   effected   without  the  receipt  of
          consideration  by the Company.  If the Company  shall be the surviving
          Corporation in any merger or consolidation,  any Option shall pertain,
          apply,  and  relate to the nature  and  amount of  securities  of such
          resulting  entity to which a holder  of the  number of shares of Stock
          subject to the Option  would have become  entitled to  following  such
          merger or consolidation.

          If  the  Company  is  merged  into  or  consolidated  with  any  other
          corporation  in a  transaction  where the Company is not the surviving
          corporation,  or if it sells all or substantially all of its assets to
          any  other  corporation,  then  either  (i) the  Company  shall  cause
          provision to be made for the continuance of the Plan after such event,
          or for the  substitution  for this Plan for another Plan  covering the
          number and class of  securities  which the  Participants  in this Plan
          would have been entitled to receive in such merger or consolidation by
          virtue of such sale if the  Participant  had been the holder of record
          of a  number  of  shares  of Stock  of the  Company  equal to the then
          unexpired  portion of the Options then held by  Participants,  or (ii)
          the  Company  shall  give to the  Participants  written  notice of its
          election not to cause such  provision  to be made and all  unexercised
          Options  shall  become  exercisable  in full  (or,  at the  individual
          election of a Participant,  in part) at any time during a period of 20
          calendar  days, to be designated by the Company,  ending not more than
          10  calendar  days  prior  to  the  effective  date  of  such  merger,
          consolidation or sale, in which case any unexercised Options shall not
          be  exercisable to any extent after the expiration of such 20 calendar
          day period.
                                       A-7
N.        Amendment and Termination

          The Board or the Committee may  terminate,  amend,  or revise the Plan
          with respect to any shares as to which  Options have not been granted.
          The  Board or the  Committee  may  alter or amend  the  provisions  of
          paragraph 3, hereof,  pertaining to the Term of the Plan.  Neither the
          Board nor the Committee  may,  without the consent of the holder of an
          Option,  alter or impair any Option previously granted under the Plan,
          except as authorized herein. Unless sooner terminated,  the Plan shall
          remain in effect  for a period  of eleven  years  from the date of the
          Plan's adoption by the Board. Termination of the Plan shall not affect
          any Option previously granted.

O.        Reservation of Shares of Stock

          The Company,  during the term of this Plan,  will at all times reserve
          and keep  available,  and will seek or obtain from any regulatory body
          having  jurisdiction,  any requisite  authority necessary to issue and
          sell the number of shares of Stock that shall be sufficient to satisfy
          the  requirements of this Plan. The inability of the Company to obtain
          from any  regulatory  body having  jurisdiction  the authority  deemed
          necessary by counsel for the Company for the lawful  issuance and sale
          of its Stock  hereunder  shall relieve the Company of any liability in
          respect  of the  failure  to  issue  or sell  stock  as to  which  the
          requisite authority has not be obtained.

P.        Tax Withholding:

          The Company shall have the right to require a Participant  to remit to
          the Company an amount sufficient to satisfy Federal taxes, required by
          law or  regulation  to be  withheld or  deducted  with  respect to any
          taxable event arising as a result of the exercise by a Participant  of
          Options under this Plan.

                                       A-8