EXHIBIT 10(aay)

                          INTERCONTINENTAL LIFE CORPORATION
                                 AMENDMENT AGREEMENT

               This Amendment Agreement (the  "Agreement") is entered  into
          as of  December  15,  1995 by  and  among  InterContinental  Life
          Corporation  (the   "Company"),  the  undersigned   lenders  (the
          "Lenders") and The First  National Bank of Chicago, as  agent for
          the Lenders (the "Agent"). 

                                W I T N E S S E T H : 

               WHEREAS, the Company, the Lenders and the Agent  are parties
          to that certain Amended and Restated Credit Agreement dated as of
          January 29, 1993 (as amended, the "Credit Agreement"); 

               WHEREAS,  the Company, the  Lenders and the  Agent desire to
          amend the Credit Agreement as hereinafter set forth. 

               NOW, THEREFORE,  for  good and  valuable consideration,  the
          receipt  and sufficiency  of  which is  hereby acknowledged,  the
          parties hereto hereby agree as follows: 

          1.    Defined  Terms.  Capitalized  terms  used  herein  and  not
          otherwise defined  herein shall  have the meanings  attributed to
          such terms in the Credit Agreement. 

          2.  Amendment to Credit Agreement. The Credit Agreement is hereby
          amended as follows: 

               (A)  Section  6.16(b)(v) of  the Credit Agreement  is hereby
                    amended  by  deleting  the  reference  to "$18,000,000"
                    contained   in   Section   6.16(b)(v)   and   inserting
                    "$24,000,000" in lieu thereof. 

               (B)  Section 6.19 of the  Credit Agreement is hereby amended
                    to insert  the following sentence to the end of Section
                    6.19: 
                    "Notwithstanding  the  foregoing,  amounts   which  are
                    permitted by Section 6.16(b)(v)  hereof to be  expended
                    by  Investors -  North America  in connection  with the
                    Bridgepoint  Property (as defined in Section 6.16(b)(v)
                    hereof) shall be excluded when testing compliance  with
                    this Section 6.19." 

          3.  Conditions Precedent.  Section 2 of this Agreement  shall not
          become effective unless  and until the Company  has furnished, or
          caused  to be furnished, to the Agent, with sufficient copies for
          each Lender, the following: 

                    (i) A  consent from  FIC, in the  form of Exhibit  A to
               this Amendment.  

                    (ii) Copies,  certified by  the Secretary  or Assistant
               Secretary  of  the  Company,   of  its  Board  of  Directors
               resolutions authorizing the execution of this Agreement. 

                    (iii)  An  incumbency   certificate,  executed  by  the
               Secretary or Assistant Secretary of the Company, which shall
               identify by name  and title  and bear the  signature of  the
               officers of  the Company authorized to  sign this Agreement,
               upon which certificate each Lender shall be entitled to rely
               until informed of any change in writing by the Company. 

          4.   Representation and  Warranty. The Company  hereby represents
          and  warrants  to the  Lenders that  after  giving effect  to the
          amendment  herein contained  (i) all  of the  representations and
          warranties contained in the Credit Agreement are true and correct
          as  of  the date  hereof, (ii)  no  Default or  Unmatured Default
          exists or is continuing  and (iii) the Company has  performed all
          the  agreements on  its part  to be performed  prior to  the date
          hereof as set forth in the Credit Agreement. 

          5.    Effectiveness of  Amendment.  This  Agreement shall  become
          effective as of the date first above written provided that all of
          the conditions precedent set forth in Section 3 of this Agreement
          are  satisfied and upon receipt  by the Agent  of counterparts of
          this  Agreement duly  executed by  the Company  and  the Required
          Lenders. 

          6.  Reference to and Effect on the Credit Agreement. 

                    a. Upon  the effectiveness of  Section 2 hereof,  on or
               after the date hereof each reference in the Credit Agreement
               to  "this  Agreement,"  "hereunder," "hereof,"  "herein"  or
               words  of  like import  and  each  reference  to the  Credit
               Agreement in the  Notes and all  other documents (the  "Loan
               Documents")   delivered  in   connection  with   the  Credit
               Agreement  shall  mean  and  be a  reference  to  the Credit
               Agreement as amended hereby. 

                    b.  Except as  specifically amended  above, all  of the
               terms, conditions and covenants  of the Credit Agreement and
               all other Loan Documents shall remain unaltered and  in full
               force and effect and  shall continue to be binding  upon the
               Company  in  all  respects   and  are  hereby  ratified  and
               confirmed.

                    c.  The execution,  delivery and effectiveness  of this
               Agreement shall not,  except as  expressly provided  herein,
               operate as a waiver of (i) any right, power or remedy of the
               Lenders  or the Agent under  the Credit Agreement  or any of
               the Loan Documents, or (ii) any Default or Unmatured Default
               under the Credit Agreement. 

          7. Costs, Expenses and Taxes. The Company agrees to pay on demand
          all  costs and  expenses  of the  Agent  in connection  with  the
          preparation, execution and delivery  of this Agreement, including
          the reasonable fees and out-of-pocket expenses of counsel for the
          Agent with respect thereto. 

          8. CHOICE OF LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
          WITH  THE INTERNAL  LAWS (AND  NOT THE  LAW OF CONFLICTS)  OF THE
          STATE OF ILLINOIS, BUT GIVING  EFFECT TO FEDERAL LAWS  APPLICABLE
          TO NATIONAL BANKS. 

          9. Execution in  Counterparts. This Agreement may  be executed in
          any number of  counterparts and  by different  parties hereto  in
          separate counterparts,  each of which  when so executed  shall be
          deemed to  be an original and  all of which taken  together shall
          constitute one and the same agreement. 

               IN WITNESS WHEREOF, the Company, the undersigned Lenders and
          the Agent have executed this Agreement as of the date first above
          written. 

                                   INTERCONTINENTAL LIFE CORPORATION
                                   By: /s/ Roy F. Mitte
                                   Title: President

                                   THE FIRST NATIONAL BANK OF CHICAGO,
                                   Individually and as Agent 
                                   By: /s/ Paul T. Schultz
                                   Title: Vice President

                                   BARCLAYS BANK, PLC
                                   By: /s/ Chris Cathcart
                                   Title: Vice President

                                   FIRST UNION NATIONAL BANK OF NORTH
                                   CAROLINA 
                                   By: /s/ Jill A. White
                                   Title: Vice President

                                   FLEET NATIONAL BANK OF CONNECTICUT  
                                   By: /s/ James H. Steane
                                   Title: Senior Vice President

                                   CORESTATES PHILADELPHIA NATIONAL BANK N.A.
                                   By: /s/ Kathleen M. Petrelli
                                   Title: Assistant Vice President


                                      EXHIBIT A
                                 CONSENT OF GUARANTOR

               Financial Industries  Corporation,  as guarantor  under  the
          Amended  and  Restated  Guaranty  dated  January  29,  1993  (the
          "Guaranty")  in favor  of the  Lenders party  to the  Amended and
          Restated  Credit  Agreement  dated as  of  January  29,  1993 (as
          amended, the "Credit Agreement") hereby consents to the Amendment
          Agreement dated as of  December 15, 1995 and hereby  confirms and
          agrees  that the Guaranty  is, and shall continue  to be, in full
          force  and effect  and is  hereby confirmed  and ratified  in all
          respects. 

          This Consent is executed and delivered as of December 15, 1995. 

                                        FINANCIAL INDUSTRIES CORPORATION


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