SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                         ______________________________



                                    FORM 8-K

                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934




        Date of report (date of earliest event reported): March 16, 2004



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




          Texas                        0-4690                   74-2126975
(State or other jurisdiction  (Commission file number)      (I.R.S. employer
 of incorporation)                                           identification no.)





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


                      ___________________________________




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




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Item 7. Financial Statements and Exhibits.

     (c)  Exhibits

          Exhibit 99.1    Form 12b-25, Notification of Late Filing, dated March
                          16, 2004.


Item 12. Results of Operations and Financial Condition.

On March 16, 2004, the Company filed a Form 12b-25, Notification of Late Filing,
with respect to the filing of its report on Form 10-K for the fiscal year ending
December  31,  2003.  A copy of the Form  12b-25  filing is  attached  hereto as
Exhibit 99.1

As provided by the safe harbor provisions of the Private  Securities  Litigation
Reform  Act  of  1995,  Financial  Industries   Corporation  cautions  that  the
statements in this Form 8-K,  including but not limited to,  statements found in
Item 7 -  "Financial  Statements  and  Exhibits"  and this Item 12 - "Results of
Operations and Financial  Condition" relating to matters that are not historical
factual information are forward-looking  statements that represent  management's
belief and assumptions based on currently available information. The information
contained  in this report  relating to trends in the  Company's  operations  and
financial  results and the  contingencies and uncertainties to which the Company
may  be  subject,   as  well  as  other  statements   including  words  such  as
anticipate,"  "believe,"  "plan,"  "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 the Company to sell its products,  the market value of
the Company's investments and the lapse rate and profitability of policies;  (2)
the Company'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 the Company's insurance  products;  (5)our




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ability  to  develop  and  maintain  effective  risk  management   policies  and
procedures  and to maintain  adequate  reserves for future  policy  benefits and
claims;  (6) changes in the Federal  income tax laws and  regulations  which may
affect the  relative  tax  advantages  of some of the  Company's  products;  (7)
increasing  competition in the sale of insurance and  annuities;  (8) regulatory
changes or actions, including those relating to regulation of insurance products
and  insurance  companies;  (9)  ratings  assigned  to the  Company's  insurance
subsidiaries by independent  rating  organizations  such as A.M. Best, which the
Company  believes  are  particularly  important  to  the  sale  of  accumulation
products; (10) the performance of our investment portfolios;  (11) the effect of
changes in standards of accounting;  (12) the effects and results of litigation;
and (13) other factors  discussed in the  Company's  other filings with the SEC,
which are available free of charge on the SEC's website at  www.sec.gov.  Should
one or more of these risks or uncertainties  materialize,  or should  underlying
assumptions  prove  incorrect,  actual  results may vary  materially  from those
indicated.   Investors  should  not  place  undue  reliance  on  forward-looking
statements.  Each  forward-looking  statement  speaks only as of the date of the
particular  statement,  and the Company  undertakes  no  obligation  to publicly
update or revise any forward-looking statements.  There can be no assurance that
other factors not currently  anticipated by management  will not also materially
and adversely affect the Company.




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                                   SIGNATURES

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 hereunto duly authorized.



                                       FINANCIAL INDUSTRIES CORPORATION





Date: March 22, 2004                   By: /s/ J. Bruce Boisture
                                           President and Chief Executive Officer



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