SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549




                                      FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

                                SECURITIES ACT OF 1934


          For the Quarterly Period Ended June 30, 1995
          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)
          

          The Austin Centre, 701 Brazos, 12th Floor
          Austin, Texas                                  78701  
          (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     

          Number of common shares  outstanding ($1.00 par value) at  end of
          period:  1,085,593 







                  FINANCIAL INDUSTRIES CORPORATION AND SUBSIDIARIES     


                                        INDEX                           

                                                               Page No.  



          Part I - Financial Information          
          Consolidated Balance Sheets 
               June 30, 1995 and December 31, 1994....................3-4

          Consolidated Statements of Income 
               For the three and six month periods ended 
               June 30, 1995 and 1994.................................5-7

          Consolidated Statements of Cash Flows
               For the three and six month periods ended 
               June 30, 1995 and 1994.................................8-9

          Notes to Consolidated Financial Statements...................10

          Management's Discussion and Analysis of 
               Financial Conditions and Results of Operations.......11-19

          Part II       

          Other Information............................................20

          Signature Page...............................................21 




 



          Item 1.   Financial Statements

                  FINANCIAL INDUSTRIES CORPORATION AND SUBSIDIARIES       
                             CONSOLIDATED BALANCE SHEETS                  
                              (in thousands of dollars)

                                                       June 30,   Dec. 31,
                                                         1995       1994
                                                                          
                                                       Unaudited
          ASSETS

          Investments:

               Fixed maturities available for sale,
                at market value (amortized cost of 
                $79,491 and $83,397, respectively)     $ 80,789  $ 77,468

               Equity securities, at market (cost
                approximately $11)                            4         4

               Policy loans                               1,425     1,231

               Short-term investments                    28,161    28,365  

                    Total investments                   110,379   107,068

          Cash                                            2,341       933

          Investment in affiliate                        38,608    24,912

          Accrued investment income                       1,094     1,166

          Agent advances and other receivables            7,274     6,979

          Reinsurance receivables                         1,992     2,186

          Due and deferred premiums                       8,783     9,714

          Property and equipment, net                     7,454     4,057

          Deferred policy acquisition costs              34,542    29,975

          Present value of future profits of            
               acquired business                         48,110    50,712

          Deferred financing cost                            53       389

          Other assets                                    6,843     6,286

          Separate account assets                         8,562     8,723 

               Total assets                            $276,035  $253,100 

                   (See Notes to Consolidated Financial Statements) 






                  FINANCIAL INDUSTRIES CORPORATION AND SUBSIDIARIES     
                             CONSOLIDATED BALANCE SHEETS                
                              (in thousands of dollars)

                                                       June 30,  Dec. 31, 
                                                         1995      1994
                                                                        
                                                       Unaudited
          LIABILITIES & SHAREHOLDERS' EQUITY

          Liabilities: 
           Policy liabilities and contractholder
            deposit funds:
               Future policy benefits payable          $ 56,252  $ 60,411
               Contractholder deposit funds              36,440    30,759
               Unearned premiums                            150       196
               Other policy claims & benefits payable     5,759     6,579
                                                         98,601    97,945

            Senior loans                                 10,947    17,060
            Subordinated notes payable to affiliate      60,985    60,759
            Deferred federal income taxes                11,001     7,010
            Other liabilities                            13,565     9,807
            Separate account liabilities                  8,562     8,723  
               Total liabilities                        203,661   201,304


          Commitments and contingencies 

          Shareholders' equity:
           Common stock, $1.00 par value, 
            3,304,200 shares authorized;
            1,169,060 shares issued, 1,085,593
            shares outstanding in 1995 and 1994           1,169     1,169
          Additional paid-in capital                      7,225     7,225
          Net unrealized gain (loss) on investments in
           fixed maturities available for sale            2,294   (12,858)
          Net unrealized loss on equity securities           (2)       (1)
          Retained earnings                              62,110    56,683 
                                                         72,796    52,218
          Common treasury stock, at cost, 83,467
           shares in 1995 and 1994                         (422)     (422) 
               Total shareholders' Equity                72,374    51,796  

               Total Liabilities and Shareholders'
                equity                                 $276,035  $253,100 




                   (See Notes to Consolidated Financial Statements) 






                  FINANCIAL INDUSTRIES CORPORATION AND SUBSIDIARIES   
                          CONSOLIDATED STATEMENTS OF INCOME             
                             FOR THE THREE MONTH PERIOD                
                           ENDED JUNE 30, 1995 AND 1994              
                                     (Unaudited)
                   (in thousands of dollars, except per share data)

                                                        3 Months Ended
                                                           June 30,
                                                        1995      1994  
          Revenues: 
           Premiums                                    $12,052   $14,087
           Premiums ceded                                 (244)     (289)
               Net premiums                             11,808    13,798
           Net investment income                         1,875     1,455
           Earned insurance charges                      3,038     2,904
           Other                                           815       954
               Total Revenues                           17,536    19,111

          Benefits and expenses:
           Benefits and other expenses                   7,145     6,479
           Interest on insurance policies                  577       529
           Amortization of present value
           of future profits of acquired 
           business                                      1,183     2,977
           Amortization of deferred policy 
           acquisition costs                               962       679
           Operating expenses                            3,255     3,974
           Interest expense                              1,184     1,174 
          Total benefits and expenses                   14,306    15,812 

          Income before federal income
           taxes and equity in net earnings of          
           affiliate                                     3,230     3,299

          Provision for federal income taxes               951       823 
          Income before  equity in net earnings 
           of affiliate                                  2,279     2,476

          Equity in net earnings of affiliate, net 
           of tax                                          488       212 
                                                       
          Net income                                   $ 2,767   $ 2,688 

          Per Share Data: 
           Common stock and common stock equivalents     1,105     1,107

           Net income per share available to common
            shareholders                               $  2.50   $  2.43 


                   (See Notes to Consolidated Financial Statements) 





                  FINANCIAL INDUSTRIES CORPORATION AND SUBSIDIARIES    
                          CONSOLIDATED STATEMENTS OF INCOME            
                               FOR THE SIX MONTH PERIOD                
                             ENDED JUNE 30, 1995 AND 1994              
                                     (Unaudited)
                   (in thousands of dollars, except per share data)

                                                        6 Months Ended
                                                           June 30,
                                                        1995      1994  
          Revenues:
           Premiums                                    $23,401   $27,230
           Premiums ceded                                 (460)     (563)
               Net premiums                             22,941    26,667
           Net investment income                         3,753     3,488
           Earned insurance charges                      5,266     4,710
           Other                                         1,626     1,661
               Total Revenues                           33,586    36,526

          Benefits and expenses:
           Benefits and other expenses                  12,810    11,485
           Interest on insurance policies                1,108     1,044
           Amortization of present value 
           of future profits of acquired
           business                                      2,602     5,704
           Amortization of deferred policy
           acquisition costs                             1,752     1,350 
           Operating expenses                            6,912     8,246
           Interest expense                              2,369     2,438 
          Total benefits and expenses                   27,553    30,267 

          Income before federal income
           taxes and equity in net earnings of  
           affiliate                                     6,033     6,259

          Provision for federal income taxes             1,565     1,545 

          Income before equity in net earnings
           of affiliate                                  4,468     4,714

          Equity in net earnings of affiliate, net 
           of tax                                          959       796 
                                                       
          Net income                                   $ 5,427   $ 5,510  

          Per Share Data:
           Common stock and common stock equivalents     1,105     1,107
           Net income per share available to common
            shareholders                               $  4.91   $  4.98 





                (See Notes to Consolidated Financial Statement)




 
                  FINANCIAL INDUSTRIES CORPORATION AND SUBSIDIARIES    
                        CONSOLIDATED STATEMENTS OF CASH FLOWS          
                              FOR THE THREE MONTH PERIOD               
                             ENDED JUNE 30, 1995 AND 1994              
                                     (Unaudited)
                              (in thousands of dollars)
                                                        3 Months Ended
                                                           June 30,
                                                        1995      1994
    
          CASH FLOWS FROM OPERATING ACTIVITIES
          Net income                                   $  2,767  $  2,688
          Adjustments to reconcile net income to net
           cash used in operating activities
          Amortization of present value of future 
           profits                                        1,183     2,977
          Amortization of deferred policy acquisition
           costs                                            962       679
          Financing costs amortized                         195       178
          Loss on sale of equipment                         203       -0-
          Equity in undistributed earnings of 
           affiliate                                    (12,475)     (941)
          Changes in assets and liabilities net of 
           effects from purchase of insurance 
           subsidiaries:
          Decrease in accrued  investment income           (221)     (529)
          Increase in agent advances and other
           receivables                                     (406)     (142)
          Decrease (Increase) in due and deferred
           premiums                                         866    (1,290)
          Increase in deferred policy acquisition
           costs                                         (3,541)   (2,370)
          (Increase) decrease in other assets               304    (1,442)
          Increase (decrease) in policy liabilities     
           and accruals                                     374      (381)
          Increase (Decrease) in other liabilities        1,977    (1,728)
          Increase in policy loans                          (86)      (59)
          Increase in deferred federal income taxes       4,111       472
          Other, net                                      1,259     1,104 
          Net Cash used in operating 
           activities                                    (2,528)     (784)
          Investments purchased                             -0-    (5,900)
          Proceeds from sale and maturities of 
           investments                                    9,195     2,435
          Net change in short-term investments            1,454     9,953
          Retirement of equipment                        (5,702)      -0-
          Purchase of equipment                           2,102       -0- 
          Net cash provided by investing
           activities                                     7,049     6,488 
          Issuance of subordianted notes payable to 
           affiliate                                        226       201
          Repayment of debt                              (4,150)   (5,696) 
          Net cash used in financing activities          (3,924)   (5,495) 
          Net increase in cash                              597       209 
                                                       
          Cash, beginning of period                       1,744     1,499 
          Cash, end of period                          $  2,341  $  1,708 

                   (See Notes to Consolidated Financial Statements) 






                  FINANCIAL INDUSTRIES CORPORATION AND SUBSIDIARIES  
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                               FOR THE SIX MONTH PERIOD           
                             ENDED JUNE 30, 1995 AND 1994        
                                     (Unaudited)
                              (in thousands of dollars)
                                                        6 Months Ended
                                                           June 30,
                                                        1995      1994   
          CASH FLOWS FROM OPERATING ACTIVITIES
          Net income                                   $  5,427  $  5,510
          Adjustments to reconcile net income to net
           cash provided by (used in) operating 
           activities:
          Amortization of present value of future 
           profits                                        2,602     5,704
          Amortization of deferred policy acquisition
           costs                                          1,752     1,350 
          Financing costs amortized                         336       321
          Loss on sale of equipment                         203       -0-
          Equity in undistributed earnings of                      
           affiliate                                    (13,696)   (2,285)
          Changes in assets and liabilities net of 
           effects from purchase of insurance 
           subsidiaries:
          Decrease(Increase) in accrued  investment   
           income                                            72      (221)
          (Increase) decrease in agent advances and
           other receivables                               (295)      405 
          Decrease (Increase) in due and deferred
           premiums                                         931    (1,629)
          Increase in deferred policy acquisition
           costs                                         (6,319)   (4,814)
          Increase in other assets                         (363)   (2,213)
          Increase in policy liabilities                
           and accruals                                     656       978 
          Decrease (Increase) in other liabilities        3,758    (2,636)
          Increase in policy loans                         (194)     (131)
          Increase (decrease) in deferred federal 
           income taxes                                   3,991    (1,306)
          Other, net                                         (9)    2,871 
          Net Cash provided by (used in) operating 
           activities                                    (1,148)    1,904
          Investments purchased                             -0-    (6,869)
          Proceeds from sale and maturities of 
           investments                                   11,839     2,625
          Net change in short-term investments              204     9,175
          Retirement of equipment                        (5,702)      -0-
          Purchase of equipment                           2,102       -0- 
          Net cash provided by investing activities       8,443     4,931 
          Issuance of subordianted notes payable to 
           affiliate                                        226       201
          Repayment of debt                              (6,113)   (7,846) 
          Net cash used in financing activities          (5,887)   (7,645)
          Net increase (decrease) in cash                 1,408      (810)
          Cash, beginning of period                         933     2,518 
          Cash, end of period                          $  2,341  $  1,708 
                   (See Notes to Consolidated Financial Statements) 



 


                  FINANCIAL INDUSTRIES CORPORATION AND SUBSIDIARIES    

              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 


          The financial statements included  herein reflect all adjustments
          which are, in the  opinion of management, necessary to  present a
          fair  statement of the interim results.  The statements have been
          prepared to  conform to the requirements of  Form 10-Q and do not
          necessarily  include  all   disclosures  required  by   generally
          accepted accounting  principles (GAAP).  The  reader should refer
          to  Form 10-K  for the  year ended  December 31,  1994 previously
          filed with  the Commission  for financial statements  prepared in
          accordance  with GAAP.    Certain prior  year  amounts have  been
          reclassified to conform with current year presentation. 

          The consolidated  financial  statements include  the accounts  of
          Financial Industries  Corporation  ("FIC") and  its  wholly-owned
          subsidiaries.   The  investment of  FIC in  InterContinental Life
          Corporation ("ILCO") is  presented using the equity  method.  All
          significant   intercompany  items  and   transactions  have  been
          eliminated.

                                              


          Item  2.    Management's  Discussion and  Analysis  of  Financial 
          Conditions and Results of Operations     


          For  the six-month period ended  June 30, 1995,  FIC's net income
          was  $5,427,000   ($4.91  per  common  share),   as  compared  to
          $5,510,000   ($4.98 per common  share) for  the six-month  period
          ended June 30, 1994.  

          The  decline in  long-term interest  rates during  the first  six
          months of 1995, which was related to general economic conditions,
          had  a  positive   effect  upon  the market  value  of  the fixed
          maturities  available for sale segment  of the portfolio.   As of
          June 30, 1995, the market value of the fixed maturities available
          for  sale segment  was $80.8  million as  compared to  a carrying
          value  of $79.5  million,  or an  unrealized  gain $1.3  million.
          There is no assurance  that this unrealized gain may  be realized
          in the future.
            
          The operating  strategy of  the  Company's management  emphasizes
          several   key  objectives:   expense  management;   marketing  of
          competitively  priced insurance  products which  are  designed to
          generate an  acceptable level of profitability;  maintenance of a
          high quality  portfolio of  investment grade securities;  and the
          provision of quality customer service.

          The consolidated balance sheets at June 30, 1995 include Separate
          Account assets  of Family Life Insurance  Company ("Family Life")
          in  the  amount  of  $8.6  million.    The  Separate  Account  is
          maintained by Family Life, which was acquired by FIC on  June 12,
          1991.  Under the provisions of the purchase agreement between FIC
          and Merrill  Lynch Insurance Group, Inc.,  certain life insurance
          companies affiliated with Merrill  Lynch agreed to assume  (on an
          assumption  reinsurance  basis)  the variable  annuity  contracts
          related to such Separate  Account assets.  The transfer  of these
          assets,  in accordance  with  the provisions  of the  reinsurance
          agreement,  is  subject  to  certain  regulatory approvals.  Such
          regulatory  approvals   have  been   obtained  in  a   number  of
          jurisdictions,  and  the  assumption  of the  business  has  been
          completed in those states.  However, the Company has not obtained
          a definitive date  from Merrill  Lynch as to  when the  remaining
          regulatory approvals will  be obtained,  so as  to enable  Family
          Life  to complete  the transfer  of the  balance of  the Separate
          Account assets.


              Equity in Net Income of InterContinental Life Corporation 

          General        

          Prior  to the acquisition  of Family Life in  June of 1991, FIC's
          primary involvement  in the  life insurance business  was through
          its   equity  interest   in  InterContinental   Life  Corporation
          ("ILCO").    The Company's  equity in  the  net earnings,  net of
          federal  income tax,  of  ILCO, was  $959,000  for the  six-month
          period  ended  June 30,  1995, as  compared  to $796,000  for the
          similar period in 1994.  

          FIC currently owns  1,795,146 shares of ILCO's  common stock, and 
          holds options  to acquire  an additional  1,702,155 shares.   The
          options were  granted under an  Option Agreement between  FIC and
          ILCO which was entered into in March, 1986.   In addition, Family
          Life,  a subsidiary of FIC, currently owns 171,200 shares of ILCO
          common  stock.   As a  result, FIC  currently owns,  directly and
          indirectly  through Family Life,  1,966,346 shares (approximately
          48%) of  ILCO's common stock.   If all of FIC's  rights under the
          Option Agreement were to  be presently exercised, FIC's ownership
          would amount to  approximately 63% of the issued  and outstanding
          shares of ILCO's common stock.

          The  fixed  maturities  available  for  sale  portion  of  ILCO's
          investment  assets  at June  30, 1995  was  $474.1 million.   The
          amortized cost of the fixed maturities available for sale segment
          as  of June  30,  1995 was  $469.1  million, representing  a  net
          unrealized  gain   of  $5.0  million.     This  unrealized  gains
          principally reflects changes in interest rates from the  date the
          respective   investments  were   purchased.     Since  FIC   owns
          approximately 48% of  the common stock  of ILCO, such  unrealized
          gains,  net of  tax, are  reflected in  FIC's equity  interest in
          ILCO, and had the effect of increasing the reported value of such
          equity interest by approximately $1.6 million.

          ILCO's net income for  the six-month period ended June  30, 1995,
          as  compared to  the  same period  in  1994, was  affected by  an
          increase in interest expense.  Interest expense was  $3.1 million
          for the first six months of 1995, as compared to $2.5 million for
          the same  period in  1994.   The increase  is attributable to  an
          increase  in the average rate  of interest paid  on ILCO's senior
          loans - 8.77% for the  1995 period, as compared to 6.30%  for the
          1994 period.

          ILCO's  results  for the  first six  months  of 1995  include the
          operations  of  Investors  Life   Insurance  Company  of  Indiana
          (formerly Meridian  Life Insurance  Company) for the  period from
          February 14, 1995  to June  30, 1995.   Investors Life  Insurance
          Company  of Indiana  ("Investors-IN") was  purchased by  ILCO and
          Investors  Life Insurance Company  of North  America ("Investors-
          NA")  for  an  adjusted  purchase  price  of $17.1  million;  the
          transaction was completed on February 14, 1995.


          Liquidity and Capital Resources of ILCO   

          ILCO is a holding  company whose principal assets consist  of the
          common   stock   of   Investors-NA   and   its   subsidiaries   -
          InterContinental  Life  Insurance  Company  ("ILIC")  and,  since
          February,  1995, Investors-IN.   ILCO's  primary source  of funds
          consists of payments under the Surplus Debentures from Investors-
          NA. 

          The cash requirements of ILCO consist primarily of its service of
          the indebtedness created in  connection with the 1988 acquisition
          of  the Investors Life Companies.   As of  December 31, 1994, the
          unpaid principal of  ILCO's Senior  Loan was $66.6  million.   On
          January  2, 1995, ILCO made  a scheduled payment  of $4.5 million
          under its Senior  Loan.   In connection with  the acquisition  of
          Investors-IN in  February, 1995, ILCO borrowed  an additional $15
          million under its  Senior Loan to help finance  the purchase.  On
          April 3,  1995,   a  principal payment  in  the amount  of  $13.2 
          million  was made, which prepaid the Senior Loan until October 1,
          1995.   As a result, the  Senior Loan had a  principal balance at
          June 30, 1995 of $63.9 million. 

          ILCO's  principal source  of liquidity  consists of  the periodic
          payment of principal and interest to it by Investors-NA, pursuant
          to  the terms  of  the  two  surplus  debentures.    The  surplus
          debentures  were  originally issued  by  Standard  Life Insurance
          Company and its terms were previously approved by the Mississippi
          Insurance Commissioner.   One of the  surplus debentures, in  the
          original amount of $15 million, was issued in connection with the
          1986  acquisition of  Standard Life  by ILCO;  the other,  in the
          original amount of $140 million was issued in connection with the
          1988 acquisition  by ILCO of  the Investors Life  Companies. Upon
          the merger of Standard Life into Investors-NA, the obligations of
          the  surplus debentures were assumed by Investors-NA.  As of June
          30,  1995,  the  outstanding  principal balance  of  the  surplus
          debentures  was $7.5  million  and  $66.3 million,  respectively.
          Since  Investors-NA is domiciled in  the State of Washington, the
          Washington  insurance law  applies to  the administration  of the
          terms of the  surplus debentures.   Under the  provisions of  the
          surplus debentures  and current  law,  no prior  approval of  the
          Washington Insurance Commissioner is required for Investors-NA to
          pay  interest or  principal on  the surplus  debentures; provided
          that, after giving effect to such payments, the statutory surplus
          of  Investors-NA  is  in  excess  of  $10  million (the  "surplus
          floor").   However, Investors-NA has voluntarily  agreed with the
          Washington Insurance  Commissioner that it will  provide at least
          five days advance notice of payments which it will make under the
          surplus debentures.  As  of June 30, 1995, the  statutory capital
          and  surplus  of  Investors-NA   was  $58.8  million,  an  amount
          substantially in excess of the surplus floor.  The funds required
          by Investors-NA to meet  its obligations to ILCO under  the terms
          of  the surplus  debentures are  generated from  operating income
          generated from insurance and investment operations.

          ILCO's ability to  pay dividends to its shareholders is affected,
          in part, by receipt of dividends from its insurance subsidiaries.
          Under current Washington law, any proposed payment  of a dividend
          or distribution  by the Company's  insurance subsidiaries  which,
          together  with   dividends  or  distributions  paid   during  the
          preceding  twelve  months, exceeds  the  greater  of (i)  10%  of
          statutory  surplus  as  of  the  preceding December  31  or  (ii)
          statutory  net gain  from operations  for the  preceding calendar
          year  is called an "extraordinary  dividend" and may  not be paid
          until either it has been approved, or a waiting period shall have
          passed during which it has not been disapproved, by the insurance
          commissioner.

          In July,  1993, Washington amended  its insurance code  to retain
          the "greater of" standard  for dividends but enacted requirements
          that  prior notification of a  proposed dividend be  given to the
          Washington Insurance Commissioner and  that cash dividends may be
          paid only from  earned surplus.  Investors-NA does  not presently
          have  earned surplus as defined by the regulations adopted by the
          Washington   Insurance  Commissioner   and,  therefore,   is  not
          permitted  to pay  cash dividends.   However,  since the  new law
          applies only to dividend payments, the ability of Investors-NA to
          make principal and interest payments under the surplus debentures
          is not affected.  ILCO does not anticipate that Investors-NA will 
          have any difficulty  in making principal and interest payments on
          the surplus debentures in the amounts necessary to enable ILCO to
          service its Senior Loan for the foreseeable future. 

          Investors-IN is domiciled  in the  State of Indiana.   Under  the
          Indiana  insurance code,  a  domestic insurer  may make  dividend
          distributions upon proper notice  to the Department of Insurance,
          as    long  as the  distribution  is  reasonable  in relation  to
          adequate levels of policyholder surplus and quality of earnings. 
          Under  Indiana law the dividend must be paid from earned surplus.
          Extraordinary  dividend  approval  would   be  required  where  a
          dividend exceeds  the greater of 10%  of surplus or the  net gain 
          from  operations  for  the   prior  fiscal  year.    Investors-IN
          currently has earned surplus.

          The Form 10-Q  of ILCO for  each of the  quarters ended June  30,
          1995  and June 30, 1994,  sets forth the  business operations and
          financial results  of ILCO  and its life  insurance subsidiaries.
          Such 10-Q  reports of  ILCO, including  the discussion by  ILCO's
          management  under   the  caption  "Management's   Discussion  and
          Analysis of  Financial Conditions and Results  of Operations" are
          incorporated herein by reference.


                                Results of Operations                   


          For the  three-month period  ended June  30, 1995, the  Company's
          income  from operations  before Federal  income taxes  and before
          equity in net earnings of  affiliate, was $3,230,000 on  revenues
          of   $17,536,000,  as  compared  to  $3,299,000, on  revenues  of
          $19,111,000  for the same period in 1994.

          Premium income, net  of reinsurance,  for the  second quarter  of
          1995 was $11.8 million, as compared to  $13.8 million in the same
          period in 1994.

          Operating expenses  were $3.3  million in the  three-month period
          ended June  30, 1995,  as compared  to $4.0  million in the  same
          period in 1994.


                           Liquidity and Capital Resources        

          FIC  is a holding company  whose principal assets  consist of the
          common  stock of  Family Life  Insurance Company  and  its equity
          ownership in  InterContinental Life Corporation  ("ILCO").  FIC's
          primary sources of capital consists of cash  flow from operations
          of its subsidiaries and the proceeds from bank and  institutional
          borrowings. 

          The  cash  requirements  of  FIC  and  its  subsidiaries  consist
          primarily  of   its  service  of  the   indebtedness  created  in
          connection  with its ownership of Family Life Insurance Company. 
          As  of June 30, 1995 the outstanding balance of such indebtedness
          was: (i) $10.9  million on the Senior Loan granted  by a group of
          banks  and  (ii) $61.0        million  on the  Subordinated Notes
          granted by Investors-NA.

          The principal source of liquidity for FIC's subsidiaries consists 
          of the periodic payment of principal and interest by Family Life,
          pursuant to the  terms of a Surplus Debenture.   The terms of the
          Surplus Debenture  were  previously approved  by  the  Washington
          Insurance  Commissioner.   Under  the provisions  of the  Surplus
          Debenture and  current law, no  prior approval of  the Washington
          Insurance Department is required for  Family Life to pay interest
          or  principal  on the  Surplus  Debenture;  provided that,  after
          giving  effect to such payments, the  statutory surplus of Family
          Life  is in  excess  of  6%  of  assets  (the  "surplus  floor").
          However, Family  Life has voluntarily agreed  with the Washington
          Insurance Commissioner  that it will  provide at least  five days
          advance notice of payments  which it will make under  the surplus
          debenture. As of June 30, 1995, the statutory capital and surplus
          of Family  Life was  $25.6 million,  an  amount substantially  in
          excess of  the surplus floor.  As of June 30, 1995, the principal
          balance  of the Surplus Debenture  was $54.7 million.   The funds
          required by Family Life  to meet its obligations under  the terms
          of  the Surplus  Debenture are  generated primarily  from premium
          payments from policy holders,  investment income and the proceeds
          from the sale and redemption of portfolio investments.    

          Effective July 25, 1993, Washington amended its insurance code to
          retain  the  "greater  of"  standard for  dividends  but  enacted
          requirements that  prior notification  of a proposed  dividend be
          given  to the  Washington  Insurance Commissioner  and that  cash
          dividends may be paid only from earned surplus.  Family Life does
          not presently have  earned surplus as defined by  the regulations
          adopted  by the Washington Insurance Commissioner and, therefore,
          is not permitted to pay cash  dividends.   However, since the new
          law applies only to dividend payments, the ability of Family Life
          to  make  principal  and  interest  payments  under  the  Surplus
          Debenture  is not affected.  The Company does not anticipate that
          Family  Life will  have any  difficulty in  making principal  and
          interest  payments  on  the  Surplus  Debenture  in  the  amounts
          necessary  to  enable  Family  Life Corporation  to  service  its
          indebtedness for the foreseeable future. 

          The  sources of funds for Family Life consist of premium payments
          from policy holders, investment income and the  proceeds from the
          sale and redemption  of portfolio investments.   These funds  are
          applied primarily  to provide  for the  payment  of claims  under
          insurance  and  annuity  policies,  operating   expenses,  taxes,
          investments  in portfolio  securities, shareholder  dividends and
          payments under the provisions of the Surplus Debenture. 

          FIC's net cash  flow provided by  (used in) operating  activities
          was $(1.1) million in  the six-month period ended June  30, 1995,
          as compared to $1.9 million for the corresponding period of 1994.
          Net cash flow used  in financing activities was $5.9  million for
          the six-month period  ended June  30, 1995, as  compared to  $7.6
          million for the corresponding period of 1994.  

          In  connection with the purchase of  the Investors Life Companies
          by  ILCO, the purchase  of Investors-IN by  ILCO and Investors-NA
          and  the purchase of Family  Life Insurance Company  by a wholly-
          owned  subsidiary  of FIC,  FIC  guaranteed  the payment  of  the
          indebtedness created in connection with such acquisitions.  After
          giving effect to  the refinancing  of the ILCO  Senior Loan,  the
          repayment  of the  ILCO Subordinated  Loans and  the indebtedness
          created in  connection with the acquisition  of Investors-IN, the 
          guaranty commitments of  FIC with respect to the debt obligations
          of ILCO relate to ILCO's senior loan, with an outstanding balance
          at June 30, 1995 of $63.9 million.  

          The  guaranty commitments  of  FIC under  the  loans incurred  in
          connection with the acquisition of Family Life (after taking into
          account  the  repayments and  new loans  which occurred  in July,
          1993) relate to: (i)  the Senior Loan of Family  Life Corporation
          to a  bank group, with  a balance  of $10.9 million  at June  30,
          1995,  (ii)  the   $22.5  million  note  issued  by  Family  Life
          Corporation to Investors Life Insurance Company of North America,
          and  (iii)  the  $34.5  million  loaned  by Investors-NA  to  two
          subsidiaries of FIC.  

          Management  believes that  its cash,  cash equivalents  and short
          term investments are sufficient to meet the needs of its business
          and to satisfy debt service.

          There are  no trends,  commitments or capital  asset requirements
          that are  expected to have an adverse  effect on the liquidity of
          FIC.

                                     Investments                    

          As of June 30, 1995, the Company's invested assets totaled $110.4
          million, as compared to $107.1 million as of December 31, 1994. 

          The  level of short-term investments  at June 30,  1995 was $28.2
          million,  as compared to $28.4  million as of  December 31, 1994.
          The fixed maturities available  for sale portion represents $80.8
          million of invested assets at June 30, 1995, as compared to $77.5
          million  at December  31,  1994.   The  amortized cost  of  fixed
          maturities  available  for sale  as of  June  30, 1995  was $79.5
          million representing a net  unrealized gain of approximately $1.3
          million.   This unrealized  gain principally reflects  changes in
          interest  rates from  the  date the  respective investments  were
          purchased.  There is  no assurance that this unrealized  gain may
          be realized  in the future.   To reduce the  exposure to interest
          rate  changes,   portfolio  investments  are  selected   so  that
          diversity,  maturity  and   liquidity  factors  approximate   the
          duration of associated policyholder liabilities.

          The  assets held by Family Life must comply with applicable state
          insurance laws and regulations.  In selecting investments for the
          portfolios of  its  life insurance  subsidiaries,  the  Company's
          emphasis is  to obtain targeted profit  margins, while minimizing
          the  exposure to  changing  interest rates.    This objective  is
          implemented   by   selecting   primarily  short-to   medium-term,
          investment  grade  fixed  income  securities.    In  making  such
          portfolio selections,  the Company generally does  not select new
          investments which  are commonly  referred to  as "high  yield" or
          "non-investment grade."  

          The  Company's fixed maturities  portfolio, as of  June 30, 1995,
          consisted solely  of fixed  maturities investments which,  in the
          annual statements of the companies  as filed with state insurance
          departments, were designated  under the  National Association  of
          Insurance Commissioners ("NAIC") rating  system as a "1" (highest
          quality).   As of December  31, 1994, approximately  96.3% of the
          fixed maturities portfolio consisted  of investments with an NAIC 
          rating of "1" and  the remaining portion were designated  with an
          NAIC rating of "2" (high quality).

          Management  believes that  the absence  of "high-yield"  or "non-
          investment  grade"   investments  (as  defined   above)  in   the
          portfolios of its life  insurance subsidiary enhances the ability
          of  the  Company to  service its  debt,  provide security  to its
          policyholders and to credit relatively consistent rates of return
          to its policyholders.



                  FINANCIAL INDUSTRIES CORPORATION AND SUBSIDIARIES


          Part III.      Other Information

          Item 1.  Legal Proceedings

          The  Company and its subsidiaries are defendants in certain legal
          actions related to the normal business operations of the Company.
          Management  believes that  the resolution  of such  legal actions
          will not have a material impact upon the financial statements.


          Item 2.  Changes in Securities   

                   None


          Item 3.  Defaults Upon Senior Securities 

                   None


          Item 4.  Submission of Matters to a Vote of Security Holders

                   None


          Item 5.  Other Information   

                   None


          Item 6.  Exhibits and Reports on Form 8-K  

               (a) Exhibits


          Form  10-K  Annual  Report of  Registrant  for  the  year   ended
          December  31,  1994  heretofore  filed  by  Registrant  with  the
          Securities and  Exchange Commission, which is hereby incorporated
          by reference. 

               (b) Reports on Form 8-K:

                   None 






                  FINANCIAL INDUSTRIES CORPORATION AND SUBSIDIARIES



                                      SIGNATURE       



          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 thereunto duly authorized.





                                        FINANCIAL INDUSTRIES CORPORATION



                                        /s/ James M. Grace 
                                        James M. Grace
                                        Treasurer



          Date:     August 11, 1995