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): May 20, 2005

                        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


Former name or former address, if changed since last report - Not Applicable

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

  [ ]    Written  communications  pursuant to Rule 425 under the  Securities Act
         (17 CFR 230.425)

  [ ]    Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

  [ ]    Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
         Exchange Act (17 CFR 240.14d-2(b))


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Item 5.04 Temporary  Suspension of Trading under  Registrant's  Employee Benefit
Plans.

On May 20, 2005, Financial Industries  Corporation (the "Company") sent a notice
to  its   directors   and   executive   officers,   informing   them   that  the
InterContinental  Life Corporation Employees Savings and Investment Plan, a 401K
plan  established  by a  wholly-owned  subsidiary of the Company (the "Plan") is
changing its record keeper.  As a result of this change,  a blackout period with
respect to the Plan will  begin at 4:00 p.m.  Eastern  Time on Monday,  June 20,
2005,  and  end  on  August  22,  2005.  The  Company  received  notice  of  the
commencement of the blackout period, as required by Section  101(i)(2)(E) of the
Employment Retirement Security Act of 1974.

During this blackout period,  Plan  participants  will not be able to initiate a
transfer from one investment option to another investment option, change ongoing
contribution  investment directions,  obtain a loan, or obtain a distribution or
withdrawal.  In connection with the notice to Plan  participants,  directors and
executive  officers of the  Company  were  notified  that,  during the  blackout
period,  they are prohibited from purchasing,  selling or otherwise acquiring or
transferring  equity  securities  of the Company.  The notice to  directors  and
executive  officers was provided  pursuant to Section 306 of the  Sarbanes-Oxley
Act of 2002 and Rule 104 of Regulation BTR ("Blackout Trading  Restriction").  A
copy of the notice is attached as Exhibit  99.1 to this  Current  Report on Form
8-K and is incorporated herein by reference.

During the  blackout  period and for a period of two years after the ending date
of the blackout period, a security holder or other interested person may obtain,
without charge,  information regarding the blackout period, including the actual
beginning and ending dates of the blackout  period,  by contacting the Company's
HR Department,  6500 River Place  Boulevard,  Bldg.  One,  Austin,  Texas 78301,
telephone: (512) 404-5120.


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Item 9.01Financial Statements and Exhibits.

     Exhibits.

     99.1 - Notice to Directors and Officers of Financial Industries Corporation
     dated May 20, 2005.




                                   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: May 23, 2005                   By:   /s/ J. Bruce Boisture
                                           _____________________________________
                                           President and Chief Executive Officer




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EX-99.1

                                  EXHIBIT 99.1

                           Important Notice Regarding
         The InterContinental Life Corporation Savings & Investment Plan


            Blackout Period and Restrictions on Your Rights to Trade
    Financial Industries Corporation Common Stock during the Blackout Period

To:     Financial Industries Corporation  Directors and Executive Officers
From:   J. Bruce Boisture, CEO & President
Date:   May 20, 2005

The  purpose  of this  notice is to inform  you that the  InterContinental  Life
Corporation  Savings & Investment  Plan (the "Plan") will be entering a blackout
period  beginning at 4:00 p.m.  Eastern Time on Monday,  June 20, 2005, due to a
record keeper conversion from Invesmart,  Inc. to Milliman.  The blackout period
is  anticipated to end on July 15, 2005 with respect to that portion of the Plan
that pertains to employee contributions and employer matching contributions, and
on August 22,  2005 with  respect to that  portion of the Plan that  pertains to
assets   transferred  to  the  Plan  in  connection   with  the  merger  of  the
InterContinental  Life  Corporation  Employee Stock Ownership Plan ("ESOP") into
the Plan. If the transition  does not occur as planned,  the end of the blackout
period could be delayed beyond August 22, 2005.  During the applicable  blackout
period,  participants  in the Plan will not be able to initiate a transfer  from
one investment option to another investment option,  change ongoing contribution
investment directions, obtain a loan, or obtain a distribution or withdrawal.

The Securities and Exchange  Commission  ("SEC") has implemented rules under the
Sarbanes-Oxley Act of 2002 (P.L. 107-204) (the "Sarbanes-Oxley Act") which apply
to 401(k) plan blackout periods.  Generally,  the  Sarbanes-Oxley  Act prohibits
directors  and  executive  officers  of an issuer from  trading in the  issuer's
equity securities during certain periods during which the issuer's employees are
unable to purchase or sell issuer  equity  securities  held in 401(k) or similar
plans.  These periods are commonly referred to as "blackout  periods." Since the
assets of the Plan include shares of FIC common stock,  the  Sarbanes-Oxley  Act
apply to directors  and  executive  officers of FIC during the blackout  period.
Because  you  are a  director  or  executive  officer  of  Financial  Industries
Corporation ("FIC"),  please note that, during the blackout period for the Plan,
you will be  prohibited  from  purchasing,  selling or  otherwise  acquiring  or
transferring  shares of common stock of FIC or any related  derivative  security
(such as an option) if you acquired  such stock or security in  connection  with
your service or  employment  as a director or executive  officer with FIC.  This
prohibition  applies to  securities  you hold both  inside and outside the Plan.
Under  applicable SEC rules,  there is a presumption  that any  securities  sold
during a blackout  period are not exempt from the rule (that is, the  individual
corporate  insider  bears the burden of  proving  that the  securities  were not
"acquired in connection with service or employment").


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The above  prohibition  is in  addition  to the normal  restrictions  on trading
activity that FIC imposes on its directors  and executive  officers.  As always,
you should  pre-approve  any  transaction in FIC  securities  with the Company's
General Counsel.

Violations of the insider trading prohibition will allow an issuer or a security
holder  acting on behalf of an issuer to bring an action to recover  the profits
realized by the director or executive officer. In addition, the SEC may bring an
action, including civil injunction proceedings,  cease-and-desist actions, civil
penalties  and all other  remedies  available to the SEC under the Exchange Act,
including, in some cases, criminal penalties.

A notice was mailed on May 20, 2005 to all current  and former  participants  in
the Plan to inform them of the details of the  blackout  period.  This notice to
directors  and  executive  officers  is being  given in order to comply with the
requirements of Section 306(a) of the Sarbanes-Oxley Act.

While we anticipate a smooth  transition of record keeping services for the Plan
to  Milliman,  we will notify you in the event that an extension of the blackout
period is needed.  If you have any  questions  concerning  this  notice,  please
contact Ted Fleron at 512-404-5040.


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