8-K

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                       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): July 1, 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 July 9, 2004, the Company  announced that it has received a letter dated July
6, 2004,  from Nasdaq  confirming  that the Company's  common stock was delisted
from The Nasdaq  Stock Market  effective  with the open of business on Thursday,
July 1, 2004.

Additional  information  concerning  this  matter is set forth in the  Company's
press release dated July 9, 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




                                   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: July 9, 2004                      By:       /s/  Theodore A. Fleron
                                             ___________________________________
                                             Vice President and Secretary




                                     - 2 -

EX-99.1

FOR IMMEDIATE RELEASE
July 9, 2004



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





                    FINANCIAL INDUSTRIES CORPORATION CONFIRMS
                             NASDAQ DELISTING ACTION


Austin,  Texas, July 9, 2004 - Financial  Industries  Corporation  ("FIC") today
announced  that it has  received  a  letter  from  Nasdaq  confirming  that  the
Company's  common stock was delisted from The Nasdaq Stock Market effective with
the open of business on Thursday, July 1, 2004.

In a press  release  dated June 29,  2004,  the  Company  disclosed  that it had
received  notification  from Nasdaq regarding the requirements that it needed to
satisfy in order to  continue to be  eligible  for  listing on The Nasdaq  Stock
Market.  At that time, the Company  disclosed that it would not be in a position
to satisfy those requirements,  and that it anticipated that Nasdaq would delist
the  Company's  common  stock  effective as of the open of business on Thursday,
July 1, 2004.

Quotations  for the  Company's  common  stock  are  currently  available  on the
National  Quotation  Bureau's  Pink Sheet  quotation  service,  under the symbol
"FNIN".  The website for the National  Quotation  Bureau's Pink Sheets quotation
service is www.pinksheets.com.

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