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): 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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EX-99.1

FOR IMMEDIATE RELEASE
June 29, 2004

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

                FINANCIAL INDUSTRIES CORPORATION REPORTS RECEIPT
             OF DETERMINATION OF NASDAQ LISTING QUALIFICATIONS PANEL


Austin,   Texas,  June  29,   2004-Financial   Industries   Corporation  ("FIC")
(NASDAQ:FNINE) today announced 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
common  stock 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.  In
addition,  the Panel's  determination  requires that (i) the Company  provide to
Nasdaq, on or before June 30, 2004, information pertaining to matters related to
the delayed filing of the Form 10-K for the year ended December 31, 2003 and the
Form 10-Q for the quarter ended March 31, 2004 and (ii) the Company's  continued
eligibility  for listing on The Nasdaq  National  Market is  conditioned  on the
timely filing of all periodic  reports with the SEC and Nasdaq for all reporting
periods ending on or before June 30, 2005.

As  previously  reported in its  Current  Reports on Form 8-K filed on April 23,
2004, and May 21, 2004,  the Company is continuing  its work on the  preparation
and filing of its financial statements for the year ended December 31, 2003, and
the quarter ended March 31, 2004. However, the Company will not be in a position
to complete the filings by the deadline  established by the Panel.  Accordingly,
the Company  anticipates that Nasdaq will delist the Company's common stock from
The Nasdaq National Market  effective as of the opening of business on Thursday,
July 1, 2004.

The  Company  received a  notification  from  Nasdaq on April 6, 2004,  that its
common stock was subject to delisting  from The Nasdaq  National  Market because
the Company  had failed to file its Form 10-K  annual  report for the year ended
December 31, 2003,  as required by Nasdaq  Marketplace  Rule 4310(c)  (14).  The
Company  requested a hearing with a Listing  Qualifications  Panel to review the
Nasdaq Staff's delisting  determination. The hearing was held on April 29, 2004.
Pending the Panel's  determination on the appeal, the Company's common stock has
remained  eligible  to trade on The Nasdaq  National  Market,  under the trading
symbol FNINE.



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The  Company  will seek to arrange  for one or more  market  makers to quote its
common stock on the National  Quotation  Bureau's Pink Sheet quotation  service.
However,  there can be no assurance  that the Company will be successful in this
regard, and, if it is not successful,  there may not be a trading market for the
common stock for a period of time or at all.

The Company  estimates  that it will be on a current  basis with  respect to the
filing of its  financial  statements  with the SEC by the November 9, 2004,  due
date of its Form 10-Q for the quarter ended  September 30, 2004. The Company has
not at this time  established  a date by which it  expects to file its Form 10-K
for the year ended  December 31, 2003,  and its Form 10-Q for the quarter  ended
March 31, 2004. However, the Company plans to announce such filing dates as soon
as possible.

Statements in this press release, 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 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,  including actions by Nasdaq and the results and timing
of FIC's review relating to its financial statements.  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.



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