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): October 31, 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



                         ______________________________




                                     - 1 -









Item 5.Other Events


On  November  4,  2002,  the  Board of  Directors  (the  "Board")  of  Financial
Industries  Corporation  (the  "Registrant")  appointed  Dr. Eugene Payne as the
Registrant's new President,  Chief Executive Officer, and Chairman of the Board.
The appointment is effective  immediately.  Dr. Payne has been acting as Interim
Chairman  of  the  Board  since  August  27,   2002.   He  takes  over  the  CEO
responsibilities  from  Interim  CEO,  Thomas C.  Richmond.  Mr.  Richmond  will
continue in his role as Vice President-Operations and Secretary.

The Registrant  announced that the employment  agreement  between the Registrant
and Roy F. Mitte, the former Chairman,  President,  Chief Executive Officer, was
terminated  effective October 31, 2002. While the employment  agreement has been
terminated,  the  employment  of Mr.  Mitte  has not  been  terminated.  He will
continue as an  employee  of the  Registrant  in the newly  created  position of
Chairman Emeritus.  His salary is set at the same annual rate which non-employee
directors of the  Registrant  receive for service on the Board,  and he shall be
entitled to certain employee medical and life insurance benefits.







Exhibits.

     99.1*   -   Press Release dated November 4, 2002

__________________
* Filed herewith




                                     - 2 -









                                   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: November 6, 2002                          By:   /s/ Eugene E. Payne
                                                     ___________________________
                                                     Eugene E. Payne
                                                     Chief Executive Officer




                                     - 3 -









                                  Exhibit 99.1


FOR IMMEDIATE RELEASE
November 4,  2002

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

            FINANCIAL INDUSTRIES CORPORATION ANNOUNCES APPOINTMENT OF
         NEW PRESIDENT, CHIEF EXECUTIVE OFFICER & CHAIRMAN OF THE BOARD

AUSTIN, TEXAS -- Financial Industries Corporation (FIC) (Nasdaq: FNIN) announced
that its Board of  Directors  elected  Dr.  Eugene  Payne as the  Company's  new
President,  Chief Executive Officer,  and Chairman of the Board. The appointment
is effective  immediately.  Dr. Payne has been acting as Interim Chairman of the
Board since August 27, 2002. He takes over the CEO responsibilities from Interim
CEO,  Thomas  C.  Richmond.  Mr.  Richmond  will  continue  in his  role as Vice
President-Operations and Secretary.

Dr. Payne is currently Chairman of the Management  Department at Southwest Texas
State  University.  Until his early retirement at the end of 1999, he had served
for 11  years  in  various  executive  capacities  for  FIC  and  its  operating
companies.   He  also   served  as  a  Director   of  FIC  and  its   affiliate,
InterContinental Life Corporation. In the 20 years prior to his tenure with FIC,
Gene  served  in  executive  positions  for  Texas  Tech  University,  EDS,  the
University of Texas at Dallas and E. I. DuPont.

In  commenting  on his  appointment,  Gene stated that he is pleased to have the
opportunity  to lead FIC during this  transition  period.  He indicated  that he
plans to work with FIC's senior  management  team in refining  and  implementing
strategies to improve performance and growth.

FIC also  announced  that the Board of Directors has  terminated  the employment
agreement between the Company and Roy F. Mitte, the former Chairman,  President,
Chief Executive Officer,  effective October 31, 2002. The Company has designated
Mr. Mitte as Chairman Emeritus.

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.

Financial Industries Corporation, through its various subsidiaries,  markets and
underwrites individual life insurance and annuity products. The Company's NASDAQ
symbol is FNIN. For more  information on FIC, go to  http://www.ficgroup.com  on
the Internet.




                                     - 4 -