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): April 2, 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 5.  Other Events


On April 6, 2004, the Company announced that it received notice from Nasdaq that
its common stock is subject to delisting from The Nasdaq National Market because
the Company had failed to file its Form 10-K annual report as required by Nasdaq
Marketplace  Rule  4310(c)  (14).  The  Company  will  request a hearing  with a
Listing   Qualifications   Panel  to  review   the  Nasdaq   Staff's   delisting
determination. As  a result  of the late  filing,  the  trading  symbol  for the
Company's  securities  was changed from FNIN to FNINE at the opening of business
on April 5, 2004.  Additional information concerning this matter is set forth in
the  Company's  April 6, 2004  press  release,  a copy of which is  attached  as
Exhibit 99.1 to this Form 8-K and incorporated herein by reference.


Item 7.  Exhibits

         (c)  Exhibit 99.1* Press Release dated April 6, 2004

         ___________________
          *   Filed herewith







                                   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: April 6, 2004                     By:    /s/ Theodore A. Fleron
                                           ___________________________________
                                           Vice President and Secretary



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