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 13, 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 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c) Exhibits

         The following exhibit is included with this Report:

         Exhibit 99    Press release dated December 13, 2002 issued by Financial
                       Industries Corporation


Item 9.  REGULATION FD DISCLOSURE

On December 13, 2002, Financial Industries  Corporation  ("Registrant") issued a
press  release   announcing  that  its  Board  of  Directors  had  accepted  the
resignations of two employee-directors from the Registrant's Board, Tim Casey of
FIC Property  Management  and Hans  Annarino  with Sales & Marketing.  Both will
continue their  employment with the Registrant.  The purpose of the resignations
was to move towards an independent Board of Directors.  The Board also elected a
new independent  director,  Richard A. Kosson. Mr. Kosson was appointed Chairman
of the Audit Committee.

Additionally,  the Registrant announced the approval of a cash dividend of $0.05
per share for payment on January 24th,  2003 with a  shareholder  record date of
January 3rd, 2003.

Finally,  Registrant  announced  that  the it has  taken  steps  to  move  sales
acquisition costs in line with product pricing.

A copy of the  press  release  is  filed as an  exhibit  to this  report  and is
incorporated herein by reference.

NOTE:  The  information  in this report  (including  the  exhibit) is  furnished
pursuant  to Item 9 and shall not be deemed to be  "filed"  for the  purpose  of
Section 18 of the  Securities  Exchange Act of 1934 or otherwise  subject to the
liabilities  of that section.  This report will not be deemed an admission as to
the  materiality  of any  information  contained  herein  that is required to be
disclosed solely by regulation FD.



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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 16, 2002                         By:    /s/ Eugene E. Payne
                                                    ____________________________
                                                    Eugene E. Payne
                                                    Chief Executive Officer




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                                  Exhibit 99.1

FOR IMMEDIATE RELEASE
December 13, 2002

FOR MORE INFORMATION CONTACT
Robert Bender
512-404-5080

          FINANCIAL INDUSTRIES CORPORATION MOVES TO A MORE INDEPENDENT
                    BOARD OF DIRECTORS AND DECLARES DIVIDEND


AUSTIN,  Texas - (BUSINESS  WIRE) - December  13, 2002 --  Financial  Industries
Corporation (FIC)  (Nasdaq:FNIN)  announced today the resignation of two company
employees  from  the  Company's  Board  and the  election  of a new  independent
director.  The purpose of the  resignations  was to move towards an  independent
Board of Directors.

Resigning  from the Board  were  company  employees  Tim  Casey of FIC  Property
Management  and Hans Annarino with Sales & Marketing.  They will continue  their
employment with the Company.  "Non-employee  directors now constitute a majority
of the Board to whom the CEO  reports - just as it should be as we move into the
future," stated Eugene E. Payne, Ph.D, President, CEO and Chairman of the Board.
"Key company  employees can now focus completely on our new strategic  direction
of profitable growth through both new acquisitions and sales."

Richard  A.  Kosson was  elected as a new  independent  Director  and  appointed
Chairman of the Audit  Committee.  Kosson has enjoyed a distinguished  career in
accounting  and  auditing,  and is currently a partner with the CPA firm Citrin,
Cooperman  & Company,  LLP,  in  Springfield  NJ. He was  formerly a director of
InterContinental  Life  Corporation  (ILCO) and a trustee and officer of the New
Jersey  Society of CPAs.  Kosson  received  his  accounting  degree from Rutgers
University.

Additionally,  FIC announced  today the approval of a cash dividend of $0.05 per
share for  payment on  January  24th,  2003 with a  shareholder  record  date of
January  3rd,  2003.  Dividends  are subject to the  discretion  of the board of
directors  and will depend on future  circumstances,  and will depend on,  among
other things,  the financial  condition of the company,  results of  operations,
capital and cash  requirements,  future  prospects,  regulatory and  contractual
restrictions  on the payment of dividends  by  subsidiaries,  and other  factors
deemed relevant by the board.

"The $0.05 per share  dividend  will  significantly  increase our cash  position
versus the last few  dividends  paid,  which were based on a percentage of FIC's
market price rather than these new factors," continued Payne. "When coupled with
our aggressive expense reduction initiatives, FIC will be in a great position to
increase  the  momentum of our  strategic  plan.  We are  currently  analyzing a
variety  of uses for  future  funds  including  acquisitions,  a stock  buy-back
program, and technology to enhance productivity."




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Finally,  FIC  announced  that  the  Company  has  taken  steps  to  move  sales
acquisition costs in line with product pricing.  In addition to reducing certain
fixed  costs  and  staff,  a  greater  emphasis  is being  placed  on  incentive
compensation  that directly  reflects  actual sales  results.  All this has been
accomplished while planning for increased sales by taking full advantage of new,
more competitive  products and existing  distribution  strengths in key markets,
including the mortgage protection market of Family Life Insurance Company.

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  (FIC),  through  its  various  subsidiaries,
markets and underwrites individual life insurance and annuity products. For more
information on FIC, go to http://www.ficgroup.com on the Internet.




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