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): January 12, 2006

FINANCIAL INDUSTRIES CORPORATION

(Exact name of Registrant as specified in charter)

Texas	0-4690	74-2126975
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. employer 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:

o Written communications pursuant to Rule 425 under the Securities Act

(17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

(17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the

Exchange Act (17 CFR 240.14d-2(b))

Item 1.01 Entry into a Material Definitive Agreement.

Financial Industries Corporation (“FIC”) has entered into a change of control agreement (the “Agreement”) with Vincent L. Kasch, Chief Financial Officer of FIC, effective January 12, 2006. The following sets forth a description of certain of the material provisions of the Agreement:

• The Agreement is effective for the calendar year 2006, and applies if a change of control (as defined in the Agreement) occurs during 2006 and Mr. Kasch is terminated without cause (as defined in the Agreement) in 2006. The Agreement provides that in such an event, Mr. Kasch will be entitled to receive his then current salary and benefits for the remainder of 2006, but for no less than six months following the effective date of his termination.

The description of the Agreement is qualified by reference to the complete Agreement which is filed as an exhibit and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit 10.1 – Change of Control letter, dated January 11, 2006, by and between Financial Industries Corporation and Vincent L. Kasch

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: January 18, 2006	By: /s/ Michael P. Hydanus_
		Interim Chief Executive Officer

EX-10

January 11, 2006

Mr. Vincent L. Kasch

16912 Tidewater Cove

Austin, Texas 78717

Dear Vince:

This letter will confirm our agreement regarding a possible future “change of control” of Financial Industries Corporation (“FIC”).

If a Change of Control of Financial Industries Corporation (“FIC”) occurs, and if your employment is terminated without cause (as defined below) during calendar year 2006, your then-current bi-weekly salary and benefits, including but not limited to health and life insurance, will continue to be paid by the Company for the remainder of calendar year 2006, but for no less than six months following the effective date of termination of your employment. Notwithstanding the foregoing, any taxable benefits payable pursuant to the previous sentence which have not been paid prior to March 15, 2007 shall be paid in a lump sum cash payment on March 15, 2007. “Change of Control” means (i) any one person, or more than one person acting as a group (as defined pursuant to the Securities Exchange Act of 1934), acquires ownership of stock of FIC that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of FIC, (ii) any one person, or more than one person acting as a group (as defined pursuant to the Securities Exchange Act of 1934), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from FIC that have a total gross fair market value equal to or more than 80 percent of the total gross fair market value of all of the assets of FIC immediately prior to such acquisition or acquisitions.

For purposes of the preceding paragraph, “Cause” shall mean (i) your conviction of a crime involving dishonesty, fraud, breach of trust, or violation of the rights of employees; (ii) your willful engagement in any misconduct in the performance of your duties that, in the opinion of the Company, could materially injure the Company; (iii) your performance of any act that, if known to customers, agents, employees, or stockholders of the Company could, in the opinion of the Company, materially injure the Company; or (iv) your continued willful and substantial nonperformance of assigned duties for at least ten days after you receive notice from the Company of such nonperformance and of the Company’s intention to terminate your employment because of such nonperformance.

It is the intent of the parties to this letter agreement that any payments to be made hereunder be exempt from or compliant with Section 409A of the Internal Revenue Code and related regulations and Treasury pronouncements (“Section 409A”). If based on subsequent guidance or interpretations any provision provided herein would result in the imposition of an excise tax under Section 409A, the parties agree that each will use good faith efforts to reform any such provision to avoid imposition of any such excise tax in

the manner that the parties mutually determine is appropriate to comply with or maintain an exemption from Section 409A.

Sincerely yours,

/s/ Michael P. Hydanus

Michael P. Hydanus

Interim President and Chief Executive Officer

Accepted by:

/s/ Vincent L. Kasch	1-12-06
Vincent L. Kasch		Date