ARTICLES OF AMENDMENT                        
                           OF THE ARTICLES OF INCORPORATION                  

                         OF FINANCIAL INDUSTRIES CORPORATION  

          The undersigned, Mr. Roy F. Mitte and Mr. James M. Grace, certify
          that:

          1.  They  are  the  President  and  Secretary,  respectively,  of
          Financial Industries Corporation.

          2. At a  duly held annual  meeting of the  Board of Directors  of
          Financial Industries Corporation, held on September 27, 1996, the
          Board adopted  the following  resolution approving  the following
          amendment to the Articles of Incorporation:

               Paragraph 1 of Article IV is amended to read as follows:

                         "The   aggregate  number   of  shares   which  the
                    corporation shall  have the  authority to issue  is ten
                    million (10,000,000) shares of  common stock of the par
                    value of twenty cents ($0.20) each."

          3. The decrease in par value accorded by this amendment will have
          no effect  on the  current stated  capital since  the Corporation
          will effect a five-for-one  stock split immediately following the
          filing of  this amendment. The original  certificates will remain
          valid except that their par value will be converted from $1.00 to
          $0.20.

          4.  The shareholders of the corporation  adopted and approved the
          same  amendment by resolution at a special meeting held at Austin
          Centre, 701 Brazos, Austin,  Texas, on November 12, 1996,  by the
          required vote of shareholders as prescribed by Article VII of the
          Articles of Incorporation and Articles 4.02 and 2.28 of the Texas
          Business Corporations Act.

          5. The number of  shares outstanding is 1,085,593. The  number of
          shares  entitled  to  vote on  or  consent  to  the amendment  is
          1,085,593 shares.

          6.  The  number of  shares voted  in favor  of the  amendment was
          653,355,  or 60.18%, which exceeded the required vote, which is a
          majority under Article VII of  the Articles of Incorportion.  The
          number of shares voted against was 6,401.

          7. The undersigned have executed  these Articles of Amendment and
          affixed the corporate seal on November 12, 1996.


                                                                    
          Roy F. Mitte, President                 James M. Grace, Secretary