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                                                                     EXHIBIT 3.4


                                    AMENDMENT
                                     TO THE
                                    BYLAWS OF
                        FINANCIAL INDUSTRIES CORPORATION
                                February 29, 1992

         WHEREAS, the Board of Directors of Financial Industries Corporation
(the "Company") resolved to amend the bylaws of the Company (the "Bylaws") on
February 29, 1992 as set forth below:

         NOW, THEREFORE, the following changes shall be made to the Bylaws
pursuant to such resolutions:

         1. Article III, section 3.1 of the Bylaws of the Company is hereby
deleted in its entirety and is hereby replaced with the following:

                  3.1 Number and Qualifications. The number of Directors which
                  shall constitute the whole Board shall be any number not less
                  than three nor more than twenty-five as authorized by vote of
                  a majority of the entire Board of Directors at any regular or
                  special meeting, provided that no decrease shall shorten the
                  term of any incumbent Director. Except as otherwise provided
                  in these Bylaws, the Directors shall be elected by the
                  shareholders at the annual meeting of shareholders and each
                  Director shall be elected to serve until his successor shall
                  be elected and shall qualify. A Director need not be a
                  resident of the State of Texas or a shareholder of the
                  Company.

         2. Article III, section 3.2 of the Bylaws of the Company is hereby
deleted in its entirety and is hereby replaced with the following:

                  3.2 Vacancies. Any vacancy in the Board, including a vacancy
                  caused by an increase in the number of Directors, may be
                  filled by the affirmative vote of the remaining Directors,
                  even though less than a quorum of the Board, or by a sole
                  remaining Director.

         3. Article III, section 3.3 of the Bylaws of the Company is hereby
deleted in its entirety.


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The undersigned, as assistant secretary of the Company, hereby certifies that
these amendments are true and correct as approved by the board of directors on
the date first mentioned above.

                                             /s/ THEODORE A. FLERON
                                             --------------------------
                                             Name: Theodore A. Fleron
                                             Title: Assistant Secretary



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