SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                   FORM 10-Q/A
                                 Amendment No. 1

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

                             SECURITIES ACT OF 1934


For the Quarterly Period Ended June 30, 2002
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 [ ]

Number  of  common  shares  outstanding  ($.20  par  value)  at end  of  period:
9,593,605.



                                      - 1 -









This  Amendment No. 1 to Form 10-Q for the quarterly  period ended June 30, 2002
is being filed  solely for the purpose of amending the answer to the response to
the  question on the cover page of Form 10-Q as to 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" from "No" to
"Yes".

At the time that the Form 10-Q for the quarterly  period ended June 30, 2002 was
filed on August 26, 2002,  the report was considered to have been filed late for
the reasons described in the Registrant's Form 8-K filed with the Securities and
Exchange  Commission on August 15, 2002.  This Amendment No. 1 is being filed to
reflect the fact that the Registrant has now filed its required reports.



                                     - 2 -









                                    SIGNATURE


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  June 30,  2002 to be  signed  on its  behalf  by the  undersigned
thereunto duly authorized.



FINANCIAL INDUSTRIES CORPORATION




_________________________________              _________________________________
Jeffrey Demgen                                 David Hopkins
Vice-President & Chief Financial Officer       Chief Accounting Officer



Date:   September 4, 2002



                                      - 3 -