UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A
                                 Amendment No. 1


             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934


                  For the Quarterly Period Ended March 31, 2003
                          Commission File Number 0-4690


                        FINANCIAL INDUSTRIES CORPORATION
             (Exact Name of Registrant as specified in its charter)

                                Texas 74-2126975
        (State of Incorporation) (I.R.S. Employer Identification Number)


                      6500 River Place Blvd., Building One
                               Austin, Texas 78730
               (Address of principal executive offices) (Zip Code)

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

         YES [X]           NO

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] NO

Number of common  shares  outstanding,  $0.20 par value,  as of March 31,  2003:
9,605,939.

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                           Forward-Looking Statements


Except for historical factual  information set forth in this Quarterly Report on
Form 10-Q of Financial  Industries  Corporation  (the  "Company" or "FIC"),  the
statements, analyses, and other information contained in this report relating to
trends in the Company's  operations and financial  results,  the markets for the
Company's products,  the future development of the Company's  business,  and the
contingencies and uncertainties to which the Company may be subject,  as well as
other  statements  including  words  such as  "anticipate,"  "believe,"  "path,"
"estimate,"   "expect,"  "intend"  and  other  similar  expressions   constitute
forward-looking statements under the Private Securities Litigation Reform Act of
1995. Such statements are made based upon management's  current expectations and
beliefs concerning the financial results, economic conditions and are subject to
known and unknown risks,  uncertainties  and other factors  contemplated  by the
forward-looking  statements.  Such  factors  include,  among other  things:  (1)
general economic  conditions and other factors,  including  prevailing  interest
rate levels and stock market performance, which may affect the ability of FIC to
sell its products,  the market value of FIC's investments and the lapse rate and
profitability of policies;  (2) FIC's ability to achieve  anticipated  levels of
operational efficiencies and cost-saving  initiatives;  (3) customer response to
new products,  distribution channels and marketing  initiatives;  (4) mortality,
morbidity  and  other  factors  which  may  affect  the  profitability  of FIC's
insurance  products;  (5) changes in the Federal income tax laws and regulations
which may affect the  relative tax  advantages  of some of FIC's  products;  (6)
increasing  competition in the sale of insurance and  annuities;  (7) regulatory
changes or actions, including those relating to regulation of insurance products
and insurance companies; (8) ratings assigned to FIC's insurance subsidiaries by
independent rating  organizations such as A.M. Best Company,  which FIC believes
are  particularly  important  to the  sale of  annuity  and  other  accumulation
products; and (9) unanticipated litigation. There can be no assurance that other
factors not currently  anticipated  by management  will not also  materially and
adversely affect FIC.

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This Amendment No. 1 to Financial  Industries  Corporation's  ("FIC")  Quarterly
Report  on Form  10-Q  for the  quarterly  period  ended  March  31,  2003  (the
"Quarterly  Report") is being filed for the purpose of attaching  Exhibit  10.1,
Compromise  Settlement  Agreement and Mutual Release in the litigation  entitled
Financial Industries  Corporation v. The Roy F. and Joann Cole Mitte Foundation,
Roy F.  Mitte,  and Joann  Cole  Mitte,  Civil  Action No. A03 CA 033 SS, in the
United States District Court for the Western District of Texas, Austin Division.
Exhibit  10.1 was  disclosed  on Item 6(a) -  Exhibits,  however the exhibit was
inadvertently omitted from the filing of the Quarterly Report on May 15, 2003.

Item 6.

          (a)  Exhibits

               10.1 Compromise  Settlement  Agreement and Mutual  Release in the
                    litigation entitled Financial Industries  Corporation v. The
                    Roy F. and Joann Cole Mitte  Foundation,  Roy F. Mitte,  and
                    Joann  Cole  Mitte,  Civil  Action No. A03 CA 033 SS, in the
                    United  States  District  Court for the Western  District of
                    Texas, Austin Division.

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                FINANCIAL INDUSTRIES CORPORATION AND SUBSIDIARIES

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant has duly caused this Amendment No. 1 to its quarterly  report for the
period  ended  March  31,  2003 to be signed  on its  behalf by the  undersigned
thereunto duly authorized.



FINANCIAL INDUSTRIES CORPORATION



      /s/ Eugene E. Payne

Eugene E. Payne
President and Chief Executive Officer



     /s/ George M. Wise, III

George M. Wise, III
Chief Financial Officer



Date:   May 15, 2003


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