8-K

                       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



                                     - 1 -







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



                                     - 2 -

EX-99

                                  Exhibit 99.1



FOR IMMEDIATE RELEASE
April 6, 2004


FOR MORE INFORMATION CONTACT
Investor Relations Department
512-404-5128

                FINANCIAL INDUSTRIES CORPORATION REPORTS RECEIPT
                          OF NASDAQ STAFF DETERMINATION


Austin,   Texas,  April  6,  2004  Financial   Industries   Corporation  ("FIC")
(NASDAQ:FNIN)  today announced that on April 2, 2004, it received a Nasdaq Staff
Determination  letter  indicating that the Company's  common stock is subject to
delisting from The Nasdaq National  Market as a result of the Company's  failure
to file its Form 10-K Annual  Report,  as required  by Nasdaq  Marketplace  Rule
4310(c)  (14).  The common  stock will be delisted at the opening of business on
April 13,  2004,  unless FIC  requests  a hearing on the matter  before a Nasdaq
Listing  Qualifications  Panel. FIC will submit a request for a hearing prior to
the deadline.  There can be no assurance that the Listing  Qualifications  Panel
will agree with the  Company's  request to continue  the listing of FIC's common
stock on The Nasdaq National Market.

The  Nasdaq  staff  also  informed  the  Company  that as a result of its filing
delinquency,  from the opening of trading on April 5, 2004, FIC's trading symbol
will carry the additional  letter "E" and will be FNINE. If the Company's common
stock is  delisted  from The Nasdaq  National  Market,  it will not be  eligible
immediately to trade on the  Over-the-Counter  Bulletin Board because FIC is not
at this time current in its reporting  obligations under the Securities Exchange
Act of 1934.

Statements  in this  press  release,  including  those  which may  relate to the
completion of our audit for the year ended  December 31, 2004,  FIC's ability to
become  current  on its  reporting  obligations,  the  outcome  of  the  Listing
Qualifications  Panel  hearing,  FIC's  ability to list on the  Over-the-Counter
Bulletin Board, and any other  expectations or anticipated events may constitute
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation Reform Act and are based on a number of risks and  uncertainties.  If
any of these risks and uncertainties  materializes,  actual results could differ
materially from those indicated in the forward-looking statements.

For more information on FIC, go to http://www.ficgroup.com on the Internet.