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): August 20, 2002




                        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



                         ______________________________

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Item 5.Other Events

Effective August 19, 2002, Financial  Industries  Corporation (the "Registrant")
placed Roy F. Mitte, the President,  Chief Executive Officer and Chairman of the
Board of the Registrant,  on administrative  leave pending the completion of the
review by the Audit  Committee  of the  matters  described  in the  Registrant's
Current Report on Form 8-K filed with the Securities and Exchange  Commission on
August 15, 2002.

The Board of Directors  met on August 19, 2002 and elected Dr. Eugene Payne as a
Director of the Registrant  and appointed him as interim  Chairman of the Board.
Thomas  C.  Richmond,  who has been  Registrant's  Vice  President  in charge of
Operations and the Executive Vice President of Operations for  Registrant's  two
life insurance  company  subsidiaries,  has been given the formal title of Chief
Operations Officer.

FIC has also formed a Special  Committee of the Board of Directors to review and
consider the  structure  and  functions of the offices of the  President and the
Chief  Executive  Officer  during  the  administrative  leave.  Elizabeth  Nash,
Theodore A. Fleron and S. Tim Casey are the members of the Special Committee.


Exhibits.

     99.1* - Press Release dated August 20, 2002

___________________
* Filed herewith

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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: August 20, 2002                     By:      /s/ Jeffrey H. Demgen
                                              ---------------------------------
                                              Jeffrey H. Demgen
                                              Chief Financial Officer

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                                  Exhibit 99.1
                                  ------------

FOR IMMEDIATE RELEASE
- ---------------------
August 20, 2002

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

                        FINANCIAL INDUSTRIES CORPORATION
                        ANNOUNCES ADMINISTRATIVE LEAVE OF
           PRESIDENT, CHIEF EXECUTIVE OFFICER & CHAIRMAN OF THE BOARD
              AND FURTHER ANNOUNCES APPOINTMENT OF INTERIM CHAIRMAN
                       AND FORMATION OF SPECIAL COMMITTEE

AUSTIN, TEXAS -- Financial Industries Corporation (FIC) (Nasdaq: FNIN) announces
that effective  August 19, 2002, Roy F. Mitte,  the President,  Chief  Executive
Officer and  Chairman  of the Board,  has been  placed on  administrative  leave
pending completion of the review by the Audit Committee described in FIC's press
release dated August 15, 2002 and its Current  Report on Form 8-K filed with the
Securities and Exchange Commission on that same day.

FIC also  announces  that Dr. Eugene Payne has been elected as a member of FIC's
Board of Directors  and has been  appointed to serve as interim  Chairman of the
Board during the period of Mr.  Mitte's  administrative  leave.  He is currently
Chairman of the Management Department at Southwest Texas State University in San
Marcos, Texas. Dr. Payne previously served as Director and Vice-President of FIC
from 1992 until he elected  early  retirement in 1999. In the twenty years prior
to his  tenure  with FIC,  he  served  in  executive  positions  for Texas  Tech
University, E.I. DuPont, the University of Texas at Dallas and EDS Corporation.

Dr. Payne stated that, "I am pleased to be able to provide leadership during Mr.
Mitte's administrative leave. Senior management of the company, including Thomas
C. Richmond,  Chief  Operating  Officer and Jeffrey H. Demgen,  Chief  Financial
Officer, are expected to provide continuity."

Finally,  FIC  announces  that  the  Board of  Directors  has  formed a  Special
Committee to review and consider the  structure  and functions of the offices of
the President and the Chief Executive Officer during the administrative leave.

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.

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