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): April 17, 2003




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




         Texas                        0-4690                    74-2126975
(State or other juris-           (Commission file            (I.R.S. employer
 diction of incorporation          number)                   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

                       __________________________________

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Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits

     The following exhibit is included with this Report:

     Exhibit  99  Press  release  dated  April  17,  2003  issued  by  Financial
                  Industries Corporation (the "Registrant")

Item 9.  REGULATION FD DISCLOSURE

The  following  information  is  furnished  pursuant to Item 9,  "Regulation  FD
Disclosure"  and Item 12,  "Disclosure  of Results of  Operations  and Financial
Condition."

On April  17,  2003,  the  Registrant  issued  a press  release  announcing  the
Registrant's financial results for the year ended December 31, 2002 and restated
financial  results for the years ended December 31, 2001 and 2000. A copy of the
Registrant's  press  release  is  attached  hereto as  Exhibit  99.1 and  hereby
incorporated  by reference.  The information in this Form 8-K is being furnished
under Item 9 and Item 12 and shall not be deemed to be "filed" for the  purposes
of Section 18 of the Securities  and Exchange Act of 1934 (the "Exchange  Act"),
or  otherwise  subject  to the  liabilities  of such  section,  nor  shall  such
information  be  deemed  incorporated  by  reference  in any  filing  under  the
Securities  Act of 1933 or the Exchange  Act,  except as shall be expressly  set
forth by specific reference in such a filing.

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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: April 21, 2003


                                                By:   /s/ Eugene E. Payne
                                                      _________________________
                                                      Eugene E. Payne
                                                      Chief Executive Officer


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                                  Exhibit 99.1

(BW) (Financial Industries  Corporation) (FNIN) FINANCIAL INDUSTRIES CORPORATION
ANNOUNCES 2002 RESULTS AND RESTATEMENTS OF PRIOR YEAR END RESULTS

AUSTIN,  Texas --  (BUSINESS  WIRE) -- April 17,  2003 --  Financial  Industries
Corporation  ("FIC" or the "Company")  (Nasdaq:  FNIN) today reported net income
for the year ended December 31, 2002 of $5.3 million (basic and diluted earnings
of $0.56 per common share) on revenues of $118.7 million as compared to restated
net income of $9.8 million  ($1.25 basic and $1.24 on a diluted basis per common
share) on  restated  revenues  of $98.2  million for the same period in 2001 and
restated net income of $7.4 million  ($1.47  basic and $1.44  diluted  basis per
common share) on restated revenues of $44.4 million for the same period in 2000.
Before the cumulative effect of a change in accounting  principle,  the net loss
for the year  ended  December  31,  2002 was $5.1  million  (basic  and  diluted
earnings of ($0.53) per common share).

For the three-month  period ended December 31, 2002, FIC's net income was ($5.8)
million (basic and diluted  earnings of ($0.60) per common share) on revenues of
$26.0 million as compared to the restated net income of $2.4 million  (basic and
diluted  earnings of $0.25 per common share) on restated total revenues of $31.9
million in the last three months of 2001.

Earnings  per share for the year ended  December  31, 2002 were  affected by the
increase in the number of FIC's  common  shares  outstanding  due to the May 18,
2001 merger (the "Merger")  between FIC and  InterContinental  Life  Corporation
("ILCO").  Prior to the  Merger,  FIC  owned  approximately  48% of ILCO.  As of
December  31,  2002,  the  number  of  FIC's  weighted   average  common  shares
outstanding was 9,555,000, as compared to weighted average shares outstanding of
7,898,000 as of December 31, 2001. The December 31, 2001 average weighted shares
outstanding  takes into account the fact that  additional  shares were issued on
May 18, 2001 due to the Merger and were outstanding only for the period from May
18, 2001 to December 31, 2001.  Additionally,  net income and earnings per share
were affected by the  cumulative  effect of a change in accounting  principle of
$10.7  million.  This amount  represents  the excess of fair value of net assets
acquired  over cost as of the  beginning of 2002  related to the Merger.  In the
Company's  filings  for the  quarters  ended March 31,  2002,  June 30, 2002 and
September  30, 2002,  the company  reported a  cumulative  effect of a change in
accounting  principle of $15.7 million.  Due to the  restatements  for the years
ended  prior to January 1, 2002,  the  Company  has  restated  the amount of the
excess of fair value of net assets  over  acquired  cost to $10.7  million.  The
Company recorded this cumulative  effect in conjunction with adopting  Statement
of Financial Accounting Standards No. 141 (FAS 141), "Business Combinations", in
the first quarter of 2002, as required by FAS 141.

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


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FIC also  announces  that it has  restated its  financial  results for the years
ended  December 31, 2001 and December 31, 2000.  In the fourth  quarter of 2002,
the Company identified  uncollectible  agent balance receivables of $3.2 million
and, upon investigation,  determined that $799,000 of the uncollectible  amounts
arose during 2002 and the balance arose during years prior to 2002.  The Company
extended  its  investigation  to determine  the years  affected and expanded the
scope of its review to include other areas,  including certain  adjustments that
were deemed not material in prior years. As a result of the review, the restated
results for the applicable filing periods differ from those reported.

                                                                    



12-Mos (ending 12/31)                      2002            2001                 2000
                                                        (Restated)           (Restated)

Net income                              $ 5,342,000     $9,777,000          $ 7,436,000

Cumulative effect of change
  in accounting principle               $10,429,000     $        0          $         0

Net (loss) income before
  cumulative effect of change
  in accounting principle              ($ 5,087,000)    $ 9,777,000         $ 7,436,000

Revenues                                $118,715,000    $98,160,000         $44,418,000

Earnings Per Share (Basic)
   Before cumulative effect of
     change in accounting principle    ($0.53)          $1.25               $1.47

   Cumulative effect of change in
     accounting principle               $1.09           $   0               $   0

   Basic earnings per share             $0.56           $1.25               $1.47

Earnings Per share (Diluted)
   Before Cumulative effect of
     change in accounting principle    ($0.53)          $1.24               $1.44

   Cumulative effect of change in
     accounting principle               $1.09           $   0               $   0

   Diluted earnings per share           $0.56           $1.24               $1.44




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

Contact:    Bob   Bender,    Corporate    Relations    Officer,    512-404-5080,
bbender@ficgroup.com.


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