UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D. C.
                            SCHEDULE 14A INFORMATION
                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934
                                (Amendment No. )

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                        Financial Industries Corporation
                (Name of Registrant as Specified In Its Charter)
                _________________________________________________

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The Registrant provided the following statement to its shareholders:


                        Financial Industries Corporation
                           6500 River Place Boulevard
                               Austin, Texas 78730


                                                                   July 25, 2003

Dear Valued Shareholder:

Your vote for our Annual Meeting this year is extremely  important.  Please take
this last  opportunity  to reject  the  hostile  efforts of the hedge fund Otter
Creek to seize  control  of your  Company.  Over the past few  weeks,  it is our
opinion that Otter Creek has repeatedly inundated you with deceitful accusations
and purposely misleading  information.  By contrast, your Board has respectfully
responded with verifiable facts and a proven track record on your behalf.

Otter  Creek's  attempt  to bully  its way onto  your  Board  leaves us with one
question:  Is a group that resorts to the low-down  mudslinging tactics of Otter
Creek  one  that  you  can  trust  to act  in  the  best  interests  of all  FIC
shareholders and beyond those of its own secret list of investors?

Please  return  the WHITE card in time for your vote to be counted at the Annual
Meeting of Shareholders on July 31, 2003.  Despite the failure of Otter Creek to
engage in an honest debate about your Company on the merits, we would ask you to
consider these final points as you cast your vote:

    *     INTEGRITY,   EXPERIENCE,  VISION  -  At  a  time  of  slack  corporate
          governance standards, your Board stood out from the crowd and did what
          the boards of Enron,  WorldCom and Global Crossing did not do - when a
          corporate  wrong-doing  was  brought  to  its  attention,  your  Board
          investigated  diligently and efficiently,  and it took decisive action
          in your best  interest.  In order to stabilize  your Company and chart
          the right  course in your  interest,  your Board sought the counsel of
          independent  financial advisor,  Salomon Smith Barney, to evaluate all
          of  our  options  --  including  a  possible  sale.  Your  Board  also
          re-examined and strengthened the corporate governance policies of your
          Company.  We now offer  you a  balanced  slate of new and  experienced
          nominees   who   believe   that  it  is  not  only   their   fiduciary
          responsibility,  but also their  personal  objective,  to maximize the
          investment value of every shareholder of our Company.

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    *     A PLAN  TO  INCREASE  SHAREHOLDER  VALUE  -  Your  Company  has  begun
          implementing its business plan in earnest - having among other things,
          completed  a  series  of  acquisitions  in  the  secondary   education
          financial services market, formed a new targeted marketing alliance in
          the senior annuities market,  and cut sales and marketing costs on its
          traditional lines of business. Since we announced in June of this year
          the  progress we have made  against our plan,  FIC's stock has climbed
          more than  14%!  We  believe  following  the  course of this plan will
          greatly  expand the volume of sales for your Company over the next few
          years, and result in dramatic gains in shareholder  value.  Because of
          this,  we do not believe this is the time to turn over the  management
          of your Company to a group that says it wants to  dismantle  this plan
          and stop the tremendous progress that has been made.

    *     NO PLAN OF ITS OWN - When it began this proxy  challenge,  Otter Creek
          stated in its communications with you that its purpose was the sale of
          your Company.  It offered no steps it would take to sell your Company,
          nor  what it  would do in the  interim  if it  could  not find a buyer
          willing   to  pay  the  right   price.   Ironically,   in   subsequent
          communications  with you, Otter Creek states to you that it intends to
          "conduct a thorough  review of the  company's  operations to determine
          how best to maximize value for shareholders... and thoroughly evaluate
          the company's strategic options..." which sounds to us  rather similar
          to actions already taken by your Board.  It is our opinion that in its
          last  communication  with you,  Otter  Creek  once again  changes  its
          position  to  imply  that it  wants  to ride on the  coattails  of the
          business  plan your  Board has  implemented  to  increase  shareholder
          value.  We wonder if Otter Creek's  costly  efforts to take control of
          your  Board  are  merely  a vanity  exercise  at the  expense  of your
          Company's shareholders?

          The absence of a  proactive  plan from Otter Creek makes it evident to
          your  Board  that  Otter  Creek  does not  know how it would  run your
          Company.  FIC is just one of many  investments made by this hedge fund
          by simply examining financial value; in our opinion,  Otter Creek does
          not have the  experience  to manage a  workforce,  develop,  price and
          market new insurance products, or administer policyholder services.

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                           VOTE THE WHITE CARD TODAY!

Thank you for following  these  matters  closely over the past few weeks and for
not being misled by the narrow  agenda of a dissident  shareholder.  In order to
continue the progress we have made to date in the interests of all shareholders,
your Board would very much  appreciate  your support by voting the WHITE card in
time for the Annual Meeting of Shareholders on July 31, 2003.


                                 Sincerely,



                                 Eugene E. Payne
                                 Chairman, President and Chief Executive Officer


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                                   HOW TO VOTE

      YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.

1.   If your shares are registered in your own name,  please sign, date and mail
     the enclosed WHITE Proxy Card to Georgeson Shareholder  Communications Inc.
     in the postage paid envelope provided today.

2.   If your shares are held in the name of a brokerage  firm,  bank  nominee or
     other institution, only it can sign a WHITE Proxy Card with respect to your
     shares and only after  receiving your specific  instructions.  Accordingly,
     please  sign,   date  and  mail  the  enclosed  WHITE  Proxy  Card  in  the
     postage-paid  envelope provided,  and to ensure that your shares are voted,
     you should also  contact the person  responsible  for your account and give
     instructions for a WHITE Proxy Card to be issued representing your shares.

3.   After signing the enclosed  WHITE Proxy Card do not sign or return the gold
     proxy card. Remember - only your latest dated proxy will determine how your
     shares are to be voted at the  meeting.  If you voted a gold proxy card and
     want to change your vote,  you can do so now by sending in this WHITE proxy
     card.

4.   If you have any questions or need further assistance in voting your shares,
     please contact our proxy solicitor.





                              Georgeson Shareholder
                           17 State Street, 10th Floor
                               New York, NY 10004
                        Banks and Brokers (212) 440-9800
                   Shareholders Call Toll Free (866) 274-2148


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