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): May 18, 2001




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





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





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


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













ITEM 2.     Other Events

     On May 18, 2001,  pursuant to that certain Agreement and Plan of Merger, as
amended (the "Merger Agreement"),  dated as of January 17, 2001, among Financial
Industries  Corporation,  a Texas  corporation  ("FIC"),  InterContinental  Life
Corporation, a Texas corporation ("ILCO"), and ILCO Acquisition Company, a Texas
corporation and  wholly-owned  subsidiary of FIC ("Merger  Sub"),  MergerSub was
merged with and into ILCO (the "Merger").  ILCO was the surviving corporation of
the Merger and became a wholly-owned  subsidiary of FIC. In accordance  with the
Merger Agreement, FIC will issue 1.1 shares of common stock, par value $0.20 per
share ("FIC Common Stock"),  for each share of common stock, par value $0.22 per
share, of ILCO  outstanding at the time of the Merger ("ILCO Common Stock").  In
addition,  each share of ILCO Common  Stock  issuable  pursuant  to  outstanding
options  will be assumed by FIC and become an option to acquire FIC Common Stock
with the number of shares and exercise  price adjusted for the exchange ratio in
the Merger.

ITEM 7.     Financial Statements, Pro Forma Financial Information and Exhibits.

            (a)      Financial Statements of Business Acquired.

                     The financial  statements  required by Item 7(a) will be
filed  pursuant to Item  7(a)(4) of Form 8-K as soon as  practicable,  but not
later than August 3, 2001,  60 days after the due date of this  Current  Report
on Form 8-K.

            (b)      Pro Forma Financial Information.

                     The pro forma financial information required by Item 7(b)
will be filed pursuant to Item 7(b)(2) of Form 8-K as soon as practicable, but
not later than August 3, 2001, 60 days after the due date of this Current Report
on Form 8-K.

            (c)      Exhibits.

            99.1*    -       Press Release dated May 18, 2001.


______________
* Filed herewith





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                                   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:  May 30, 2001                          By: ____________________________
                                                 Roy F. Mitte
                                                 Chairman, President and Chief
                                                 Executive Officer





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                                  Exhibit 99.1

FOR IMMEDIATE RELEASE
May 18, 2001

FOR MORE INFORMATION CONTACT
Robert S. Cox
512-404-5128

           FINANCIAL INDUSTRIES CORPORATION AND INTERCONTINENTAL LIFE
                           CORPORATION COMPLETE MERGER

AUSTIN, TEXAS - Financial Industries  Corporation (FIC; Nasdaq NMS: symbol FNIN)
and  InterContinental  Life  Corporation  (ILCO;  Nasdaq Small Cap: symbol ILCO)
jointly announced today the completion of the merger of a subsidiary of FIC with
and into ILCO,  with ILCO surviving the merger as a  wholly-owned  subsidiary of
FIC.

FIC will issue 1.1 shares of its common stock,  $0.20 par value,  for each share
of ILCO common stock, $0.22 par value, outstanding at the time of the merger and
not held  directly by FIC or ILCO.  In  addition,  each option to purchase  ILCO
common  stock will be assumed by FIC and become an option to purchase FIC common
stock with the number of shares and  exercise  price  adjusted  for the exchange
ratio in the merger.  Taking  shares  issuable  upon  exercise  of options  into
account,  FIC will issue up to  approximately  5.8 million shares to former ILCO
shareholders and optionholders as a result of the merger.

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