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                                                                    EXHIBIT 99.2

                        INTERCONTINENTAL LIFE CORPORATION

                                      PROXY

             Proxy Solicited on Behalf of the Board of Directors of
             InterContinental Life Corporation for a Special Meeting
                of Shareholders to be held on ___________, 2001.

         The undersigned Shareholder of InterContinental Life Corporation, a
Texas corporation, hereby appoints Roy F. Mitte and James M. Grace, and either
of them, the lawful attorneys and proxies of the undersigned, with several
powers of substitution, to vote all shares of common stock, par value $0.22 per
share, of InterContinental Life Corporation which the undersigned is entitled to
vote at the Special Meeting of Shareholders to be held on ___________, 2001, and
any adjournments thereof:


1. Proposal to approve and adopt the plan of merger set forth in the Agreement
and Plan of Merger, dated as of January 17, 2001, by and among Financial
Industries Corporation, a Texas corporation, InterContinental Life Corporation
and ILCO Acquisition Company, a Texas corporation and a wholly-owned subsidiary
of Financial Industries Corporation, pursuant to which, among other things, (i)
ILCO Acquisition Company will be merged with and into InterContinental Life
Corporation, with InterContinental Life Corporation surviving the merger as a
wholly-owned subsidiary of Financial Industries Corporation, (ii) each share of
InterContinental Life Corporation's common stock, $0.22 par value per share,
issued (and not cancelled or retired) immediately prior to the effective time of
the merger will be converted into the right to receive 1.1 shares of the common
stock, $0.20 par value per share, of Financial Industries Corporation, other
than fractional shares which will be paid in cash and shares held directly by
Financial Industries Corporation or InterContinental Life Corporation, which
will be cancelled without additional consideration, and (iii) each option to
purchase shares of the common stock of InterContinental Life Corporation
outstanding immediately prior to the merger will be assumed by Financial
Industries Corporation and thereafter be deemed to be an option to purchase
shares of Financial Industries Corporation common stock in such amount and at
such exercise price as is set forth in the merger agreement.

         FOR [ ]           AGAINST  [ ]           ABSTAIN  [ ]

2. In the discretion of the proxy holders, to transact such other business as
may properly come before the meeting or any adjournment or postponement thereof.

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(Continued and to be dated and signed on the other side)



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         THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF
INTERCONTINENTAL LIFE CORPORATION VOTE FOR THE APPROVAL AND ADOPTION OF THE PLAN
OF MERGER SET FORTH IN THE MERGER AGREEMENT DESCRIBED IN PROPOSAL 1.

         THIS PROXY WILL BE VOTED AS DIRECTED HEREIN BY THE UNDERSIGNED. IN THE
ABSENCE OF SPECIFIC INSTRUCTIONS, PROXIES WILL BE VOTED FOR THE PROPOSAL
SPECIFIED IN PROPOSAL 1 AND IN THE DISCRETION OF THE PROXY HOLDERS AS TO ANY
OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING OF SHAREHOLDERS
OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. IF THIS PROXY IS VOTED "AGAINST" THE
PROPOSAL, SUCH DISCRETIONARY AUTHORITY WILL NOT BE USED TO VOTE THIS PROXY FOR
THE ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING OF SHAREHOLDERS TO PERMIT
FURTHER SOLICITATION OF PROXIES. THE BOARD OF DIRECTORS OF INTERCONTINENTAL LIFE
CORPORATION IS NOT AWARE OF ANY MATTER WHICH IS TO BE PRESENTED FOR ACTION AT
THE SPECIAL MEETING OF SHAREHOLDERS OTHER THAN THE MATTERS SET FORTH HEREIN.



                           NOTE: Please sign exactly as name appears hereon.
                           Joint owners should each sign. When signing as a
                           fiduciary or in a representative capacity, please
                           give full title as such.



                           Dated:                                    , 2001
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                                         (Signature)


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                                         (Signature)



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