8-K

                                  UNITED STATES
                       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): JANUARY 31, 2008

                        FINANCIAL INDUSTRIES CORPORATION
               (Exact Name of Registrant as Specified in Charter)


              TEXAS                       0-4690               74-2126975
 (State or Other Jurisdiction of     (Commission File        (IRS Employer
          Incorporation)                 Number)          Identification No.)


 6500 RIVER PLACE BOULEVARD, BUILDING I, AUSTIN, TEXAS           78730
       (Address of Principal Executive Offices)                (Zip Code)


       Registrant's telephone number (including area code): (512) 404-5000


                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)




      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

      [_]   Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

      [_]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

      [_]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

      [_]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))







ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

ITEM 5.02.  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
            APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
            CERTAIN OFFICERS.

      Financial Industries Corporation ("FIC") and William Prouty entered into
Amendment No. 1, effective as of January 31, 2008 (the "Amendment") to the CEO
Engagement Agreement, dated as of February 1, 2007 (the "Employment Agreement"),
between FIC and Mr. Prouty. The Amendment extends the term of Mr. Prouty's
employment as FIC's Chief Executive Officer through the earlier of (i) the
consummation of a Change of Control Transaction (as defined in the Employment
Agreement), including without limitation the consummation of the merger pursuant
to the Agreement and Plan of Merger, dated January 14, 2008, between Americo
Life, Inc. and FIC (the "Americo Merger Agreement"), (ii) 5:00 p.m. on the 30th
day following written notice to Mr. Prouty stating FIC's intention to terminate
the Employment Agreement (or such later date specified in such written notice)
or (iii) 5:00 p.m. on December 31, 2008.

      In addition, the Amendment extends the period during which Mr. Prouty is
entitled to a $600,000 change of control payment in the event a Change of
Control Transaction (as defined in the Employment Agreement) is consummated.
Under the terms of the original Employment Agreement, in order for Mr. Prouty to
be entitled to the change of control payment, a Change of Control Transaction
satisfying certain criteria had to be consummated on or before October 31, 2008.
Pursuant to the terms of the Amendment, Mr. Prouty will be entitled to the
$600,000 change of control payment in the event a Change of Control Transaction
satisfying certain criteria is consummated on or before December 31, 2008. The
consummation of the merger pursuant to the Americo Merger Agreement will
constitute a qualifying Change of Control Transaction under the Employment
Agreement, which will trigger the $600,000 change of control payment to Mr.
Prouty.

      Except as expressly amended by Amendment No. 1, the CEO Engagement
Agreement remains unmodified and continues in full force and effect.

      The foregoing description of the amendment to the CEO Engagement Agreement
does not purport to be complete and is qualified in its entirety by reference to
the amendment, which is incorporated herein by reference as an exhibit to this
Current Report on Form 8-K.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(d)   EXHIBITS

      99.1        Amendment No. 1 to CEO Engagement Agreement, dated January 31,
                  2008.




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                                   SIGNATURES

      Pursuant to 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



                                    By:   /s/ William B. Prouty
                                       ---------------------------
                                    Name:   William B. Prouty
                                    Title:  Chief Executive Officer



                                    Date:  February 6, 2008





















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EX-99

EXHIBIT 99.1


                   AMENDMENT NO. 1 TO CEO ENGAGEMENT AGREEMENT


            THIS AMENDMENT NO. 1 (this "AMENDMENT"), dated as of January 31,
2008, to that certain CEO Engagement Agreement, dated February 1, 2007 (the
"EMPLOYMENT AGREEMENT"), by and between Financial Industries Corporation, a
Texas corporation (hereinafter, together with its successors, referred to as the
"COMPANY"), on the one hand, and William Prouty (hereinafter referred to as the
"EXECUTIVE"), on the other hand.

            WHEREAS, pursuant to Section 13 of the Employment Agreement, the
Company and the Executive may amend or modify the Employment Agreement in a
written agreement; and

            WHEREAS, the Company desires to continue to engage Executive to act
as Chief Executive Officer of the Company as set forth herein, and the Executive
desires to accept such continued engagement.

            NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Company and Executive hereby agree as follows:

      1.    Amendment to Section 2. Section 2 of the Employment Agreement is
hereby amended and restated in its entirety to read:

                  "SECTION 2. Term of Engagement. Unless earlier terminated in
            accordance with the terms of this Agreement, the Executive's
            Engagement Period shall commence on February 1, 2007 and shall end
            on the earlier of (i) the consummation of a Change of Control
            Transaction, including without limitation the consummation of the
            merger pursuant to the Agreement and Plan of Merger, dated January
            14, 2008, between Americo Life, Inc. and the Company, (ii) 5:00 p.m.
            on the 30th day following written notice to the Executive stating
            the Company's intention to terminate this Agreement (or such later
            date specified in such written notice) or (iii) 5:00 p.m. on
            December 31, 2008."

      2.    Amendment to Section 4(e). Section 4(e) of the Employment Agreement
is hereby amended to substitute "December 31, 2008", in place of "October 31,
2008".

      3.    Confirmation. Except as expressly amended by this Amendment No. 1,
the Employment Agreement shall remain in full force and effect.

      4.    Instruments to Be Read Together. This Amendment No. 1 shall form a
part of the Employment Agreement for all purposes and the Employment Agreement
and this Amendment No. 1 shall henceforth be read together.

      5.    Counterparts. This Amendment No. 1 may be executed by facsimile or
delivered by electronic means and in separate counterparts each of which shall
be an original and all of which taken together shall constitute one and the same
agreement.








            IN WITNESS WHEREOF, the parties have executed this Amendment No. 1
to Employment Agreement as of the date and year first above written.

                              FINANCIAL INDUSTRIES CORPORATION


                              By:  /s/ R. Keith Long
                                  ---------------------------------
                              Name:  Keith Long
                              Title: Chairman


                              EXECUTIVE:


                                /s/ William Prouty
                               ------------------------------------
                               William Prouty



















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