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 21, 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 and Regulation FD Disclosure.

     On March 16, 2004,  the Company filed a Form 12b-25,  Notification  of Late
Filing (the  "Notification"),  with  respect to the filing of its report on Form
10-K for the fiscal year ending  December 31, 2003. It disclosed  that the delay
in the filing was  attributable  to its  continuing  work on its 2003  financial
statements.

     The Company has continued to work on its financial  statements for the year
ended December 31, 2003.

     In  the  course  of  its  continuing  work,  the  Company  has  tentatively
identified  certain  balance sheet  accounts that may need to be written off, in
the aggregate totaling  approximately $3.0 million.  These relate principally to
certain  receivables,  equipment,  and other  assets and affect  several  annual
reporting  periods,  including  possibly  periods prior to 2001.  The Company is
performing additional reviews of its balance sheet accounts to determine whether
additional adjustments to its financial statements may be required.

     In addition,  the Company's review indicates that the intercompany accounts
among itself and its  affiliates  may not have been  adequately  reconciled  for
several annual reporting periods,  including possibly periods prior to 2001. The
Company is  performing a detailed  analysis of a net  cumulative  out-of-balance
condition in the intercompany  accounts that it currently estimates would result
in an aggregate write down of  approximately  $6.0 million at December 31, 2003.
This work involves analysis and reconciliation of the intercompany  accounts for
multiple  years.  The Company is working  diligently  to complete  this work. To
facilitate this process, the Audit Committee of the Company's Board of Directors
has retained the services of KPMG LLP, as accounting advisors.



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     The Company emphasizes that it is continuing its reviews and analysis, and,
accordingly,  additional  adjustments to its financial  statements  beyond those
described herein may be required as a result of these efforts.  In addition,  as
of the date of this  report,  the  Company  is not in a  position  to  determine
whether the  adjustments  and  reconciliations  described  above will affect the
Company's  previously-disclosed  estimate  that the net loss for the year  ended
December 31, 2003 would be approximately $13.5 million.

Item 7. Financial Statements and Exhibits .

     (c) Exhibits


         Exhibit 99.1    Press release dated April 22, 2004, issued by Financial
                         Industries Corporation.

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 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  relating  to the amount of the net loss for the year
ended  December 31, 2003,  the amount and periods of balance sheet accounts that
may need to be  written  off,  the amount of the net  cumulative  out-of-balance
condition in the intercompany  accounts,  possible additional adjustments to the
financial  statements,  and the  contingencies  and  uncertainties  to which the
Company  may be subject,  as well as other  statements  including  words such as
"anticipate,"  "believe,"  "plan," "may",  "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 and are subject to known and
unknown risks,  uncertainties  and other factors that could cause actual results
to differ from those contemplated by the forward-looking  statements,  including
the  timing,  completion  and  results  of the  Company's  reviews  and  audits.
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: April 22, 2004                 By:  ___/s/_J. Bruce Boisture____________
                                          President and Chief Executive Officer



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EX-99.1

Financial Industries Corporation Provides Update on 10-K Filing

AUSTIN, Texas--(BUSINESS WIRE)--April 22, 2004--Financial Industries Corporation
("FIC")  (Nasdaq:FNINE)  today  provided  an  update  on the  status of its 2003
financial  statements and the filing of its Form 10-K for the fiscal year ending
December 31, 2003.

On March 16, 2004, the Company filed a Form 12b-25, Notification of Late Filing,
with  respect to the filing of its 10-K  report.  It  disclosed  that the filing
delay was  attributable  to the Company's  continuing work on its 2003 financial
statements.

In the course of its  continuing  work, the Company has  tentatively  identified
certain  balance sheet accounts that may need to be written off,  which,  in the
aggregate,  total  approximately  $3.0  million.   These relate  principally  to
certain  receivables,  equipment,  and other  assets and affect  several  annual
reporting  periods,  including  possibly  periods prior to 2001.  The Company is
performing additional reviews of its balance sheet accounts to determine whether
additional adjustments to its financial statements may be required.

In addition, the Company's review indicates that the intercompany accounts among
itself and its  affiliates may not have been  adequately  reconciled for several
annual reporting periods,  possibly including periods prior to 2001. The Company
is performing a detailed analysis of a net cumulative  out-of-balance  condition
in the intercompany  accounts,  which it currently  estimates would result in an
aggregate  write down of  approximately  $6.0 million,  as of December 31, 2003.
This work involves analysis and reconciliation of the intercompany  accounts for
multiple  years.  The Company is working  diligently  to complete  this work. To
facilitate this process, the Audit Committee of the Company's Board of Directors
has retained the services of KPMG LLP, as accounting advisors.

The Company  emphasizes  that it is continuing  its reviews and  analysis,  and,
accordingly,  additional  adjustments to its financial  statements  beyond those
described above may be required as a result of these efforts. In addition, as of
current  date,  the  Company  is not in a  position  to  determine  whether  the
adjustments  and  reconciliations  described  above will  affect  the  Company's
previously-disclosed  estimate that the net loss for the year ended December 31,
2003 would be approximately $13.5 million.



                                     - 1 -









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 press  release  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  release  relating to the amount of the net loss for the year
ended  December 31, 2003,  the amount and periods of balance sheet accounts that
may need to be  written  off,  the amount of the net  cumulative  out-of-balance
condition in the intercompany  accounts,  possible additional adjustments to the
financial  statements,  and the  contingencies  and  uncertainties  to which the
Company  may be subject,  as well as other  statements  including  words such as
"anticipate,"  "believe,"  "plan," "may",  "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 and are subject to known and
unknown risks,  uncertainties  and other factors that could cause actual results
to differ from those contemplated by the forward-looking  statements,  including
the  timing,  completion  and  results  of the  Company's  reviews  and  audits.
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.


About Financial Industries Corporation
Financial Industries Corporation, through its various subsidiaries,  markets and
underwrites  individual life insurance products. For more information on FIC, go
to http://www.ficgroup.com on the Internet.

Contact:
Financial Industries Corp., Austin
Investor Relations Department, 512-404-5128



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