EXHIBIT 14.1


                                 Code of Ethics
                   for Senior Executive and Financial Officers
                       of Financial Industries Corporation


I. General

It is the policy of Financial  Industries  Corporation (the "Company") to comply
strictly with all laws  governing its  operations  and to conduct its affairs in
keeping with Company  policy,  reflecting  a commitment  to the highest  ethical
standards.  This policy is described in the Company's Business Ethics Policy, as
amended  from  time to  time,  which  is  applicable  to all  employees.  Senior
executive  and  financial  officers  hold  an  important  and  elevated  role in
complying  with the Business  Ethics Policy in their own activities and in their
commitment to (a) honest and ethical conduct, (b) full, fair, accurate,  timely,
and understandable  disclosure in the Company's public  communications,  and (c)
compliance with applicable governmental rules and regulations.  Accordingly, the
Company has adopted this Code of Ethics for its Chief Executive  Officer,  Chief
Financial  Officer,  and Chief  Accounting  Officer (the "Senior  Executive  and
Financial  Officers").  The  principles  and standards set forth in this Code of
Ethics shall  supplement the Company's  Business  Ethics  Policy,  and the Chief
Executive Officer and Senior Financial  Officers must comply with both this Code
of Ethics and the Business Ethics Policy.  This Code of Ethics shall be approved
annually by the  Corporate  Governance  Committee of the Board of Directors  and
filed with the Securities and Exchange  Commission  (the "SEC") as an exhibit to
the Company's Annual Report on Form 10-K.


II. Honest and Ethical Conduct


The Chief  Executive  Officer and Senior  Financial  Officers  shall exhibit and
promote the highest  standards of honest and ethical conduct,  including through
adherence to the following policies and procedures:

     Avoid conflicts of interest.  The Company's Business Ethics Policy requires
     that all  employees  avoid any  activity  or  association  that  creates or
     appears to create a conflict between the employee's  personal interests and
     the Company's  business  interests.  The Business  Ethics  Policy  includes
     definitions of  conflict-of-interest  situations,  and imposes requirements
     for the  avoidance of conflicts  of interest by all Company  employees.  In
     addition to their compliance with all applicable provisions of the Business
     Ethics Policy,  the Chief Executive  Officer and Senior Financial  Officers
     shall (a) engage in only honest and ethical conduct,  including the ethical
     handling of actual or apparent conflicts  ofinterest between their personal
     and  professional  relationships;  and (b)  avoid  conflicts  of  interest,
     including  making  disclosure  to the Company's  General  Counsel of any of
     their material  transactions  or  relationships  that  reasonably  could be
     expected to give rise to such a conflict.



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     Inform  the  General  Counsel  of (a)  deviations  in their  practice  from
     policies and procedures  governing  honest and ethical  behavior or (b) any
     material  transaction  or  relationship  entered  into by them  that  could
     reasonably  be expected to create a conflict of interest or the  appearance
     of such a conflict.

     Demonstrate  personal  support for the policies and procedures set forth in
     this Code of  Ethics  through  periodic  communications  reinforcing  these
     principles and standards throughout the Company.

     Respect the confidentiality of information acquired in their performance of
     their  responsibilities and avoid the use of such confidential  information
     for their personal advantage.


III. Financial Records and Periodic Reports


As a public company, the Company is committed to full, fair,  accurate,  timely,
and  understandable  disclosure in reports and documents  that it files with, or
submits to, the SEC and in other public  communications  made by the Company. In
support of this commitment,  the Company has, among other measures, (a) designed
and  implemented  disclosure  controls  and  procedures  (within  the meaning of
applicable  SEC  rules);  and  (b)  set  forth  requirements   relating  to  the
maintenance  of  accurate  and  complete  records,  the  prohibition  of  false,
misleading,  or  artificial  entries on its books and records,  and the full and
complete documentation and recording of transactions in the Company's accounting
records. In addition to performing their duties and responsibilities under these
requirements,  each of the  Chief  Executive  Office  and the  Senior  Financial
Officers  shall  establish  and  manage  the  Company's  reporting  systems  and
procedures with due care and diligence to ensure that:

     Reports filed with or submitted to the SEC and other public  communications
     contain   information   that  is  full,   fair,   accurate,   timely,   and
     understandable and do not misrepresent or omit material facts.

     Business transactions are properly authorized and completely and accurately
     recorded on the Company's  books and records in accordance  with  generally
     accepted  accounting  principles  and the Company's  established  financial
     policies.

     Retention or disposal of Company records is in accordance with  established
     Company policies and applicable legal and regulatory requirements.



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IV. Compliance with Applicable Laws, Rules, and Regulations


As set forth in the Business  Ethics Policy,  it is the policy of the Company to
comply  strictly  with all laws  governing  its  operations  and to conduct  its
affairs  in  keeping  with the  highest  moral,  legal  and  ethical  standards.
Accordingly, the Chief Executive Officer and the Senior Financial Officers shall
comply with all applicable governmental laws, rules, and regulations,  and shall
establish and maintain mechanisms to:

     Monitor  compliance of the  Company's  finance  organization  and other key
     employees with all applicable  federal,  state, and local statutes,  rules,
     regulations, and administrative procedures.

     Identify,  report,  and correct in a swift and certain  manner any detected
     deviations  from applicable  federal,  state,  and local  statutes,  rules,
     regulations, and administrative procedures.


V. Compliance with Code of Ethics


The Chief Executive Officer and the Senior Financial  Officers shall acknowledge
and certify their ongoing  compliance with this Code of Ethics annually and file
a copy of such certification  with the General Counsel and Corporate  Governance
Committee of the Board of Directors.  This Code of Ethics will be published with
the Business  Ethics Policy and made available to all employees and any employee
should  promptly  report  any  violation  of this Code of Ethics to the  General
Counsel. Under the Business Ethics Policy, any infraction of the Business Ethics
Policy  will  subject  an  employee  to  disciplinary  action  that may  include
reprimand,  demotion, or dismissal, depending on the seriousness of the offense.
The Company shall take appropriate  action with respect to the failure to comply
with this Code of Ethics, which may include any of the foregoing actions.



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