UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING



     (Check  One):  [X] Form 10K  [ ] Form  20-F  [ ] Form  11-K   [ ] Form 10-Q
                    [ ] Form N-SAR

                       For Period Ended December 31, 2002

[  ] Transition Report on Form 10-K
[  ] Transition Report on Form 20-F
[  ] Transition Report on Form 11-K
[  ] Transition Report on Form 10-Q
[  ] Transition Report on Form N-SAR
For the Transition Period Ended: --------

  Read Instructions (on back page) Before Preparing Form. Please Print or Type.

            Nothing in this form shall be construed to imply that the
           Commission has verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:


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PART I--REGISTRANT INFORMATION

                        FINANCIAL INDUSTRIES CORPORATION
                             Full Name of Registrant

            6500 River Place Blvd., Building One, Austin, Texas 78730
   Address of Principal Executive Office (Street and Number), City, State and
                                    Zip Code


PART II--RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

[X]  (a) The reasons  described  in  reasonable  detail in Part III of this form
     could not be eliminated without unreasonable effort or expense;

[X]  (b) The subject annual report,  semi-annual  report,  transition  report on
     Form 10-K, Form 20-F,11- K or Form N-SAR, or portion thereof, will be filed
     on or before the fifteenth  calendar day following the prescribed due date;
     or the  subject  quarterly  report of  transition  report on Form 10- Q, or
     portion thereof will be filed on or before the fifth calendar day following
     the prescribed due date; and

     (c) The accountant's statement or other exhibit required by  Rule 12b-25(c)
     has been attached if applicable.


PART III--NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period.  (Attach extra sheets if necessary).

     The  Registrant  is unable to timely  file its  report on Form 10-K for the
     fiscal  year ending  December  31,  2002,  without  unreasonable  effort or
     expense.  The  Registrant  has  been  working  diligently  to  prepare  its
     consolidated  financial statements for the year ended December 31, 2002 and
     such consolidated  financial statements have been substantially  completed.
     However,  for the reasons set forth below,  the Registrant needs additional
     time in which to complete its work.

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     In connection  with the  preparation  of the Annual Report on Form 10-K for
     the year ended  December 31, 2002,  the  Registrant's  new Chief  Financial
     Officer conducted a review of accounting policies and procedures considered
     to be  important  to the  portrayal  of the  financial  condition  and  the
     operating  results of the Registrant.  Based on such review,  and following
     discussions with the Company's independent  accountants,  management of the
     Registrant  has  determined  that certain  items set forth in the financial
     statements  for the years ended  December  31, 2001 and  December  31, 2000
     should be  restated.  The  Registrant  expects that such  restatement  will
     affect previously reported results by less than 5%.

     The   restatement   relates   primarily  to   reductions   regarding:   (i)
     collectibility  of agent  balances;  (ii) a change in the  amortization  of
     deferred  acquisition costs and the present value of future profits;  (iii)
     recognition   of  an  allowance   for   uncollectible   receivables;   (iv)
     depreciation  of  certain  assets;  (v)  deferral  of a gain  related to an
     operating lease; (vi) an increase in the carrying value of the Registrant's
     prepaid  pension  asset;  and  (vii) an  increase  to  market  value of the
     carrying value of Registrant's  investment in a variable  annuity  separate
     account.


PART IV--OTHER INFORMATION

     (1)  Name and  telephone  number  of person  to  contact  in regard to this
          notification

George M. Wise, III
(Name)

(512) 404-5045
(Area Code) (Telephone Number)

(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
Securities  Exchange Act of 1934 or Section 30 of the Investment  Company Act of
1940  during  the  preceeding  12 months  or for such  shorter  period  that the
registrant  was  required to file such  report(s)  been filed?  If answer is no,
identify report(s). [X] Yes [ ] No

(3) Is it anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof? [X]
Yes [ ] No

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

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Part IV - Other Information

     The Registrant  expects to report a significant change in net income from a
     gain in 2001 compared with a loss for 2002.  The decrease in net income for
     the year  2002,  before  the  cumulative  effect of  change  in  accounting
     principle,  was primarily  affected by a decrease in investment income, net
     realized losses on impaired investments, an increase in death benefits, and
     an increase in operating expenses.

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                        FINANCIAL INDUSTRIES CORPORATION

                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.


Date: April 1, 2003                           By:     /s/ George M. Wise, III
                                                 _______________________________
                                                 Chief Financial Officer



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