SCHEDULE 14A
                        SOLICITING MATERIAL - RULE 14A-12

                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

Filed by the Registrant [X]
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Check the appropriate box:
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[ ] Definitive Proxy Statement
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[X] Soliciting Material Pursuant to or Rule 14a-12

[ ] Confidential,  for  Use  of  the  Commision  Only  (as  permitted  by  Rule
    14a-6(e) (2))

                        Financial Industries Corporation
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                (Name of Registrant as Specified in its Charter)
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    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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This filing is being made pursuant to Rule 14a-12 under the Securities  Exchange
Act of 1934, as amended. The Company issued the following information in a press
release on March 2, 2003.

                   FINANCIAL INDUSTRIES CORPORATION ANNOUNCES
                            COMPANY IS NOT FOR SALE

AUSTIN,  Texas  -  (BUSINESS  WIRE)  -  March  2,  2003  -  Upon  review  of the
recommendations  of its appointed Special  Committee,  the Board of Directors of
Financial  Industries  Corporation  (FIC) today  authorized  overwhelmingly  the
implementation  of the business plan of the company's new  management  team over
any other strategic alternative.

"The Special  Committee made its  recommendations  to the Board based on various
factors,  including the data provided by the investment  bankers,  Solomon Smith
Barney," said Richard Kosson, chairman of the Special Committee.  "We determined
it is in the best interests of FIC  shareholders  to allow our new management to
implement its business plan for the company.  The new plan is designed to pursue
profitable   growth   opportunities   and  may  include   marketing   alliances,
distribution relationships, joint ventures and selective acquisitions that would
enhance the growth and profitability of its core insurance businesses."

The members of the Special  Committee  retained the investment banker at the end
of January to perform a valuation analysis of FIC and to explore other strategic
alternatives.  Among  the  alternatives  considered  were a sale of the  company
consistent  with recent  unsolicited  indications of interest in FIC and various
management alternatives including: an increased operating efficiency strategy; a
growth  through  acquisitions  strategy;  and a  marketing  alliances  strategy.
Through  an  exhaustive   study  of  all  business   projections  and  financial
assumptions, it was determined that pursuing any, or all, of the management plan
was  more  advantageous  to  shareholder   value  than  the  sale,   merger,  or
consolidation of the company.

The vote of the Board was 10 to 1 in favor of accepting the  recommendations  of
the Special  Committee and included the  unanimous  support of all 5 independent
directors.

"The Board has expressed a confidence  in the people and  management of FIC with
this vote," said Eugene E. Payne, President,  CEO and Chairman of the Board. "As
we  continue to  implement  our growth  plan,  we look  forward to sharing  more
details of our plan with shareholders."

FIC, through its various subsidiaries,  markets and underwrites  individual life
insurance  and  annuity   products.   For  more   information   on  FIC,  go  to
http://www.ficgroup.com


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Cautionary Statement Regarding Forward-Looking Information

The following release contains certain  "forward-looking  statements" within the
meaning of the United States Private  Securities  Litigation Reform Act of 1995.
These statements are based on management's  current expectations and are subject
to risks,  uncertainty  and  changes in  circumstances,  which may cause  actual
results,  performance or  achievements  to differ  materially  from  anticipated
results,  performance or achievements.  All statements contained herein that are
not clearly historical in nature are forward looking and the words "anticipate,"
"believe,"  "expect,"   "estimate,"   "project,"  and  similar  expressions  are
generally intended to identify forward-looking  statements.  The forward-looking
statements  in this  release  include  statements  addressing  future  financial
condition  and  operating  results.  Economic,   business,   competitive  and/or
regulatory  factors affecting the Company's  businesses are examples of factors,
among others,  that could cause actual results to differ  materially  from those
described in the  forward-looking  statements.  More detailed  information about
these and other factors is set forth in the Company's Annual Report on Form 10-K
for the fiscal year ended Dec. 31, 2001, and its other filings with the SEC. The
Company is under no obligation to (and expressly  disclaims any such  obligation
to) update or alter its  forward-looking  statements  whether as a result of new
information, future events or otherwise.

Important Additional Information Will Be Filed with the SEC

The Company  plans to file with the  Securities  and  Exchange  Commission  (the
"SEC") and mail to its  shareholders  a Proxy  Statement in connection  with the
Company's 2003 annual meeting of shareholders.  The Proxy Statement will contain
important  information  about the  Company and the matters to be voted on at the
annual meeting.  Shareholders  are urged to read the Proxy  Statement  carefully
when it becomes  available.  Shareholders  will be able to obtain free copies of
the  Proxy  Statement  and other  documents  filed  with the SEC by the  Company
through  the  web  site  maintained  by the  SEC at  www.sec.gov.  In  addition,
shareholders  will be able to obtain free copies of the Proxy Statement from the
Company by contacting Bob Bender, the Company's director of investor  relations,
at 512-404-5080.

Participant Information

The  Company and  certain of its  directors,  director  nominees  and  executive
officers  may be deemed to be  participants  in the  solicitation  of proxies in
respect of the annual  meeting and the  matters to be voted on at such  meeting.
Information  regarding the Company's directors,  director nominees and executive
officers may be obtained by reading the Company's Annual Report on Form 10-K for
the year ended December 31, 2001 and its definitive  proxy statement filed April
29, 2002 in connection with the Company's annual meeting of shareholders held on
June  4,  2002.  Additional   information  regarding  the  participants  in  the
solicitation  may be obtained by reading the Proxy  Statement in connection with
the Company's 2003 annual meeting of shareholders when it becomes available.


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