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): June 24, 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 June 29,  2004,  the  Company  announced  that it has  received a letter from
Nasdaq informing it of the  determination  of the Nasdaq Listing  Qualifications
Panel (the "Panel") regarding the Company's eligibility for continued listing on
The Nasdaq National Market.  The Panel has determined that the continued listing
of the  Company's  securities  on The Nasdaq  National  Market is subject to the
Company  having filed,  on or before June 30, 2004, its Form 10-K for the fiscal
year ended  December 31, 2003, and its Form 10-Q for the quarter ended March 31,
2004.

Additional  information  concerning  this  matter is set forth in the  Company's
press  release  dated June 29, 2004, a copy of which is attached as Exhibit 99.1
to this Form 8-K and incorporated herein by reference



Item 7.  Financial Statements and Exhibits.

(c) Exhibits

     Exhibit 99.1 * Press Release dated June 29, 2004.

                  * Filed herewith



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"  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,  including those which may relate to
the filing of our financial statements for the year ended December 31, 2003, and
the  quarter  ended  March 31,  2004,  FIC's  ability  to become  current on its
reporting obligations,  FIC's ability to list on the National Quotation Bureau's
Pink Sheet quotation service,  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,  including
actions by Nasdaq and the results and timing of the Company's review relating to
its  financial  statements.  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: June 29, 2004                     By:  /s/ J. Bruce Boisture
                                          President and Chief Executive Officer



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