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): December 11, 2002




                        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 5.Other Events


On December 11, 2002, Financial Industries Corporation  ("Registrant")  received
an unsolicited letter from the Pillar Foundation Group, based in Austin,  Texas,
("Pillar")  expressing  interest in the possibility of entering into a letter of
intent with the Registrant in the future that would  contemplate  acquiring "all
or a part" of the  outstanding  common  shares of the  Registrant at a tentative
valuation  of $13 to $18.  Pillar did not  indicate  the source of funds for any
such  transaction,  nor the  structure  or timing of any  possible  transaction.
Pillar said that any transaction  would be subject to numerous due diligence and
other identified and unnamed conditions, such as determination of a final price,
regulatory and board approvals, and execution by sellers of a satisfactory stock
purchase agreement.

Registrant  understood  that the letter was  distributed  to a number of current
shareholders and investment advisors. Management of Registrant believes that the
letter includes misleading and inaccurate  statements and recommends that anyone
who has received the letter refer to the  Registrant's  SEC filings for accurate
information  concerning the Registrant.  Registrant notes that the letter is not
an  "offer"  for the  purchase  of the  Registant's  shares  and  should  not be
construed as such.



Exhibits.

   99.1*    -       Press Release dated December 11, 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: December 12, 2002                         By: /s/ Eugene E. Payne
                                                    Eugene E. Payne
                                                    Chief Executive Officer




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                                  Exhibit 99.1

FOR IMMEDIATE RELEASE
December 11, 2002

FOR MORE INFORMATION CONTACT
Robert Bender
512-404-5080

                   FINANCIAL INDUSTRIES CORPORATION ANNOUNCES
         RECEIPT OF UNSOLICITED LETTER REGARDING INTEREST IN ACQUISITION


AUSTIN, TEXAS - Financial Industries  Corporation (FIC) (Nasdaq: FNIN) announced
that it received an unsolicited letter this afternoon from the Pillar Foundation
Group,  based in  Austin,  Texas,  expressing  interest  in the  possibility  of
entering  into a letter of intent  with the  Company  in the  future  that would
contemplate  acquiring "all or a part" of the  outstanding  common shares of the
Company at a tentative  valuation  of $13 to $18.  Pillar did not  indicate  the
source of funds for any such  transaction,  nor the  structure  or timing of any
possible  transaction.  Pillar  said that any  transaction  would be  subject to
numerous due  diligence and other  identified  and unnamed  conditions,  such as
determination of a final price, regulatory and board approvals, and execution by
sellers of a satisfactory stock purchase agreement.

It is the Company's understanding that the letter was distributed to a number of
current  shareholders  and  investment  advisors.  Management  believes that the
letter includes  misleading and inaccurate  statements and therefore  recommends
that  investors  who have received the letter refer to the Company's SEC filings
for accurate  information  concerning  the Company.  The Company  notes that the
letter is not an "offer" for the purchase of the Company's shares and should not
be construed as such.

Eugene  Payne,  Chairman  of the Board,  said,  "We  normally  do not comment on
unsolicited  approaches,  particularly one that lacks substance and specificity.
However,  in light of the large  number  of our  shareholders  who  appear to be
copied on the Pillar letter, we felt compelled to comment."

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.




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