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): February 16, 2004



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




          Texas                      0-4690                    74-2126975
(State or other jurisdiction   (Commission file               (I.R.S. employer
 of incorporation)                number)                   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



                                     - 1 -







Item 5 - Other Events and Regulation FD Disclosure.


     (i) The Board of Directors of Financial Industries  Corporation ("FIC") has
     elected Charles B. Cooper as Chief Operating Officer. Mr. Cooper has served
     as a consultant to FIC since November 2003.

     Mr. Cooper has over 33 years of management experience in the life insurance
     industry.  From  February 2000 to July 2002, he served as President and CEO
     of American Amicable Group. He was President and Chief Operating Officer of
     American  Income  Life from 1975 to 1999.  Mr.  Cooper has also served as a
     management  consultant  to  several  insurance  companies.  His  consulting
     practice  has  involved  a wide  range of  operational  matters,  including
     product analysis,  systems conversions and operations audit. Mr. Cooper has
     received a B.A. in Economics  from the  University of Washington and a J.D.
     from University of Washington School of Law.

     In connection with the election,  Mr. Cooper received long-term  incentives
     in the form of a grant of options to purchase  25,000  shares of FIC common
     stock at an exercise  price equal to the fair market value on the effective
     date of his  election.  The option  grant is subject to the approval of the
     shareholders of FIC.

     (ii)  Effective  as of  February  13,  2004,  the  employment  of Thomas C.
     Richmond  with  FIC was  terminated.  Mr.  Richmond  had  served  as a Vice
     President of FIC and as an officer of FIC's insurance subsidiaries. In that
     capacity, he had responsibility for the Information and Technology Services
     functions of the Company. FIC and Mr. Richmond entered into an amendment to
     his employment agreement, which provides that the employment period ends as
     of February 13,  2004.  Following  the end of the  employment  period,  Mr.
     Richmond will receive severance payments on a bi-weekly basis at the annual
     salary rate ($190,000) set forth in the original employment agreement,  net
     of  applicable  taxes.  In addition,  Mr.  Richmond  will  receive  certain
     medical,  dental and life  insurance  benefits  during  the period  that he
     receives severance payments.

     The  description of the amendment to the employment  agreement is qualified
     by reference to the complete  agreement which is filed as an exhibit and is
     incorporated herein by reference.

     (iii)  Effective as of February 13, 2004,  the  employment of John Welliver
     was  terminated.  Mr. Welliver had served as a Vice President of FIC and as
     an  officer  of FIC's  insurance  subsidiaries.  In that  capacity,  he had
     responsibility  for the underwriting,  customer service,  claims and agency
     services  functions.  Mr.  Welliver will receive  severance  payments for a
     twelve-week period.



                                     - 2 -







Item 7.  Financial Statements and Exhibits .

     (c) Exhibits

         Exhibit 10.1  Amendment  dated as  of  February 13, 2004  to Employment
                       Agreement by and between Thomas C. Richmond and Financial
                       Industries Corporation.

         Exhibit 99.1  Press   release  dated  February  17,  2004,  issued  by
                       Financial Industries Corporation



                                     - 3 -







                                   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: February 17,  2004                By:        /s/ J. Bruce Boisture
                                            ___________________________________
                                            President and Chief Executive
                                            Officer



                                     - 4 -