UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING



        (Check One): [X] Form 10-K   [   ] Form  20-F   [   ] Form  11-K
                     [   ] Form 10-Q   [   ] Form N-SAR

                       For Period Ended December 31, 2004

        [   ] Transition Report on Form 10-K
        [   ] Transition Report on Form 20-F
        [   ] Transition Report on Form 11-K
        [   ] Transition Report on Form 10-Q
        [   ] Transition Report on Form N-SAR
        For the Transition Period Ended: --------

            Nothing in this form shall be construed to imply that the
            Commission has verified any information contained herein.

 If the notification relates to a portion of the filing checked above, identify
                 the Item(s) to which the notification relates:




                         PART I--REGISTRANT INFORMATION

Full Name of Registrant:        Financial Industries Corporation

Address of Principal
 Executive Office:              6500 River Place Blvd., Building I
                                Austin, Texas 78730



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                        PART II--RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

[X]  (a) The reasons  described  in  reasonable  detail in Part III of this form
     could not be eliminated without unreasonable effort or expense;

[ ]  (b) The subject annual report,  semi-annual report,  transition report on
     Form10-K, Form 20-F, 11- K or Form N-SAR, or portion thereof, will be filed
     on or before the fifteenth  calendar day following the prescribed due date;
     or the  subject  quarterly  report of  transition  report on Form 10-Q,  or
     portion thereof will be filed on or before the fifth calendar day following
     the prescribed due date; and

[ ]  (c)  The  accountant's  statement  or  other  exhibit  required  by  Rule
     12b-25(c) has been attached if applicable.



                              PART III--NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period. (Attach extra sheets if necessary).

     The  Registrant  is unable to timely  file its  report on Form 10-K for the
     year ended  December 31, 2004 (the "2004 Form 10-K").  The  Registrant  has
     previously  reported  that it was unable to complete the filing of its Form
     10-K for the year ended  December 31, 2003 (the "2003 Form 10-K"),  and its
     Form  10-Q for the  quarters  ended  March 31,  2004,  June 30,  2004,  and
     September  30,  2004  (the  "2004  Forms  10-Q"),  on a timely  basis.  The
     Registrant  filed a Form 12b-25 on March 16, 2004, with respect to the late
     filing of its 2003 Form 10-K.  Subsequently,  the  Registrant  filed a Form
     12b-25 on May 18,  2004,  with  respect to the late filing of its Form 10-Q
     for the quarter  ended March 31,  2004,  a Form 12b-25 on August 10,  2004,
     with respect to the late filing of its Form 10-Q for the quarter ended June
     30,  2004,  and a Form  12b-25 on November  10, 2004 for the quarter  ended
     September 30, 2004. The Registrant has also filed several  Current  Reports
     on Form 8-K,  including its Current  Report on Form 8-K dated  September 9,
     2004,  pertaining  to the  status of its work on the Form 10-K for the year
     ended December 31, 2003, and anticipates that it will, in the future,  file
     a report on Form 8-K regarding the status of that work.



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     The  Registrant  has been  working to prepare  its  consolidated  financial
     statements for the year ended  December 31, 2003,  and has engaged  outside
     consultants to assist in this process. That work has adversely affected the
     ability of the  Registrant to commence work on its  consolidated  financial
     statements  for the year ended December 31, 2004, and to file its 2004 Form
     10-K.  In  addition,  the  Registrant  has not yet  engaged an  independent
     auditor with respect to the audit of its consolidated  financial statements
     for the year ended  December 31,  2004.  The work on the 2003 Form 10-K has
     also  adversely  affected the ability of the Registrant to commence work on
     its  consolidated  financial  statements  to be  included in its 2004 Forms
     10-Q.  The  Registrant has not engaged an auditor for the reviews and other
     work associated with the quarterly  financial  statements to be included in
     the 2004 Forms 10-Q.

     The Registrant's ability to complete its 2003 Form 10-K, 2004 Form 10-K and
     2004 Forms 10-Q has also been adversely affected by the ongoing requirement
     to dedicate  resources to the  completion  of the  delinquent  2003 audited
     statutory  financial  statements  of  the  Registrant's  insurance  company
     subsidiaries,  and to  complete  its 2004  statutory  financial  statements
     (unaudited)  of  such   subsidiaries.   Under  applicable  state  insurance
     regulations,  the 2003 audited  statutory  statements  were  required to be
     filed by June 30, 2004,  with the Texas  Department of Insurance (the state
     of domicile of the insurance company  subsidiaries) and June 1, 2004 in the
     other  jurisdictions.  There is substantial overlap between the work needed
     on the  statutory  financial  statements  and  financial  statements  to be
     included  in the 2003 Form 10-K and the  Registrant's  work on these  state
     regulatory  requirements has therefore been  interdependent with certain of
     its work on the 2003 Form 10-K,  primarily related to the reconciliation of
     intercompany accounts and the adjustment of various balance sheet accounts.
     On March 8, 2005, the  Registrant  completed the filing of the 2003 audited
     statutory  financial  statements of Family Life Insurance Company,  and its
     expects  that it will  complete  the filing for  Investors  Life  Insurance
     Company of North  America on or before March 31, 2005.  With respect to the
     2004  statutory  financial  statements  (unaudited)  of the life  insurance
     subsidiaries,  Family  Life filed its  statements  on the March 1, 2005 due
     date,  and Investors  Life filed its  statements  on March 14, 2005.  Since
     December 2004, the primary focus of the  Registrant's  accounting  group on
     completing  the statutory  financial  statements  of its insurance  company
     subsidiaries has  significantly  slowed its efforts to make progress on its
     Forms 10-K and Forms 10-Q.

     The Registrant has dedicated significant resources to the completion of the
     2003 Form 10-K and the  statutory  financial  statements  described  above.
     Accordingly, for the reasons set forth herein, and because the attention of
     the relevant  personnel that prepare the Registrant's Form 10-K reports has
     been diverted from that task,  the  Registrant is unable to timely file its
     2004  Form  10-K  annual  report  within  the  prescribed   period  without
     unreasonable or undue effort, expense or burden.



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     In  pursuing  completion  of the  filing  of  the  2003  audited  statutory
     financial  statements,  and the  filing  of the  2004  statutory  financial
     statements   (unaudited)  of  its  insurance  company   subsidiaries,   the
     Registrant has continued,  and will continue, to work on the completion and
     filing of its 2003 Form 10-K. The Registrant does not expect such filing is
     likely to occur  before  June 2005 and there can be no  assurance  that the
     filing  will occur by such date.  Following  completion  of the work on the
     2003 Form 10-K, the Registrant would expect to begin work on the 2004 Forms
     10-Q and the 2004 Form 10-K. Registrant does not expect to be in a position
     to file the 2004 Form 10-K until the 2004 Forms 10-Q are complete.

     In its 2004 Form  10-K,  the  Registrant  will be  required  to assess  the
     effectiveness  of its  internal  controls over  financial  reporting  as of
     December  31,  2004.  The  Registrant  has not  completed  the  design  and
     documentation of its internal  controls,  nor has it begun the testing that
     will be required for it to make this assessment.  Additionally,  during the
     course  of its  work  on the  financial  statements  described  above,  the
     Registrant found material weaknesses in its internal controls. As a result,
     when the Registrant files its 2004 Form 10-K, it will not be able to attest
     to the adequacy of the design of its system of internal  controls,  or that
     the  operation  of  such  system  maintained  effective  control  over  its
     financial reporting as of December 31, 2004.



                           PART IV--OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

          Vincent L. Kasch, Chief Financial Officer. 512-404-5510.

(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter  period that the
     registrant was required to file such report(s) been filed? If answer is no,
     identify report(s). [] Yes [x] No

          As described in Part III, above,  the Registrant has not yet filed its
          Form 10-K for the year ended  December 31, 2003, and its Form 10-Q for
          the quarters  ended March 31, 2004,  June 30, 2004,  and September 30,
          2004.

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report  or  portion
     thereof? [X] Yes [ ] No



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          If  so,  attach  an  explanation  of  the  anticipated   change,  both
          narratively and quantitatively, and, if appropriate, state the reasons
          why a reasonable estimate of the results cannot be made.



           Explanation of Anticipated Change in Results of Operations

     As described in Part III, above,  the Registrant has not yet filed its Form
     10-K for the year ended  December 31, 2003. Due to the work involved in the
     completion  of that Form 10-K,  as well as the  resolution  of the  matters
     previously disclosed by the Registrant pertaining to completion of its 2003
     Form  10-K,  the  Registrant  is not in a  position  to  provide  either  a
     reasonable estimate of the results for the year ended December 31, 2004, or
     a comparison  of the results for the year ended  December 31, 2004 with the
     results for the year ended December 31, 2003.

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 12b-25,  including but not limited to,  statements found
in Part III-  "Narrative"  and this Part IV-  "Other  Information"  relating  to
timing of  filings,  future  filings,  internal  controls  assessment  and other
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
trends in the Company's  operations and financial  results and the contingencies
and  uncertainties  to  which  the  Company  may be  subject,  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. Such factors include, among other things: (1) timing
and results of reviews, audits and assessments;  (2) general economic conditions
and other factors,  including  prevailing  interest rate levels and stock market
performance,  which may affect the ability of the Company to sell its  products,
the  market  value  of  the  Company's   investments  and  the  lapse  rate  and
profitability  of policies;  (3) the  Company's  ability to achieve  anticipated
levels of operational  efficiencies  and cost-saving  initiatives;  (4) customer
response to new products,  distribution channels and marketing initiatives;  (5)
mortality, morbidity and other factors which may affect the profitability of the
Company's insurance products;  (6) our ability to develop and maintain effective
risk management  policies and procedures and to maintain  adequate  reserves for
future policy  benefits and claims;  (7) changes in the Federal  income tax laws
and  regulations  which may affect the  relative tax  advantages  of some of the
Company's  products;  (8)  increasing  competition  in the sale of insurance and
annuities;  (9)  regulatory  changes or  actions,  including  those  relating to
regulation of insurance products and insurance companies;  (10) ratings assigned
to the Company's insurance subsidiaries by independent rating organizations such
as A.M. Best, which the Company believes are particularly  important to the sale
of accumulation  products;  (11) the  performance of our investment  portfolios;
(12) the effect of changes in  standards  of  accounting;  (13) the  effects and
results of litigation;  and (14) other factors  discussed in the Company's other
filings with the SEC, which are available free of charge on the SEC's website at
www.sec.gov.  Should one or more of these risks or uncertainties materialize, or



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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.


                                    Financial Industries Corporation
                                    (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.

Date: March 17, 2005                By:    /s/ Vincent L. Kasch
                                       Chief Financial Officer



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