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 22, 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 5.Other Events

     On May 22, 2001, Financial Industries  Corporation (FIC) announced that its
Board  has  approved  a  dividend  policy.  The  policy  adopted  by  the  Board
anticipates  that the Company will declare and pay, on a  semi-annual  basis,  a
dividend  on the common  stock of the  Company so as to provide to  shareholders
with an annualized  yield of  approximately 3% on the market value (based on the
NASDAQ National Market quotation system).  The implementation of this policy and
the future  declarations of dividends are subject to change  depending on future
circumstances.

     In its press  release of May 22, 2001,  the Company  also stated  that,  as
previously reported, in response to unsolicited verbal communications from a few
companies that were interested in acquiring FIC, Philo Smith Capital Corporation
was retained by FIC to explore the possible  sale of the company.  Subsequently,
FIC received an indication of interest which led to further  discussions  with a
potential  purchaser.  FIC has now determined not to pursue further  discussions
with any party that has  submitted  an  indication  of  interest  to acquire the
company.

Exhibits.

            99.1*    -       Press Release dated May 22, 2001.

______________
* Filed herewith






                                   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: June 8, 2001                           By: /s/ Roy F. Mitte
                                                 Roy F. Mitte
                                                 Chairman, President and Chief
                                                 Executive Officer











                                  Exhibit 99.1




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

                        FINANCIAL INDUSTRIES CORPORATION
             ANNOUNCES SEMI-ANNUAL CASH DIVIDEND AND DIVIDEND POLICY
                            UPDATES SALE NEGOTIATIONS

AUSTIN, TEXAS -- Financial Industries Corporation (FIC) today announced that its
Board of Directors  has approved the payment of a  semi-annual  cash dividend in
the amount of $.25 per common share. The dividend is payable on July 2, 2001, to
record  holders as of the close of business on June 18,  2001.  The  dividend is
payable with respect to each share of common stock which is issued on the record
date, except for shares owned directly by FIC.

FIC also  announced  that its Board has approved a dividend  policy.  The policy
adopted by the Board  anticipates  that the Company  will  declare and pay, on a
semi-annual  basis,  a  dividend  on the  common  stock of the  Company so as to
provide to  shareholders  with an annualized  yield of  approximately  3% on the
market  value  (based on the  NASDAQ  National  Market  quotation  system).  The
implementation  of this  policy and the future  declarations  of  dividends  are
subject to change depending on future circumstances.

As previously reported,  in response to unsolicited verbal communications from a
few  companies  that were  interested  in  acquiring  FIC,  Philo Smith  Capital
Corporation  was  retained by FIC to explore the  possible  sale of the company.
Subsequently,  FIC  received  an  indication  of  interest  which led to further
discussions  with a potential  purchaser.  FIC has now  determined not to pursue
further  discussions with any party that has submitted an indication of interest
to acquire the company.

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

The  Company's  NASDAQ  symbol  is FNIN.  For  more  information  on FIC,  go to
http://www.ficgroup.com on the Internet