8-K

                                  UNITED STATES
                       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): DECEMBER 29, 2006


                        FINANCIAL INDUSTRIES CORPORATION
               (Exact Name of Registrant as Specified in Charter)


          TEXAS                           0-4690                 74-2126975
(State or Other Jurisdiction     (Commission File Number)      (IRS Employer
      of Incorporation)                                      Identification No.)


6500 RIVER PLACE BOULEVARD, BUILDING I, AUSTIN, TEXAS                  78730
       (Address of Principal Executive Offices)                     (Zip Code)


       Registrant's telephone number (including area code): (512) 404-5000


                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)




         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))

[_]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))







ITEM 2.01  COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

Completion of Sale of Family Life Insurance Company
- ---------------------------------------------------

         On December 29, 2006, Financial Industries Corporation ("FIC")
completed the previously announced sale of its wholly owned subsidiary, Family
Life Insurance Company ("Family Life"), to The Manhattan Life Insurance Company
following receipt of approval for the transaction from the Texas Department of
Insurance. A copy of the press release announcing the completion of the sale is
filed as Exhibit 99.1 to this report.

         The cash purchase price for Family Life was $28.0 million, subject to
certain post-closing adjustments. As part of the transaction, FIC acquired from
Family Life 324,320 shares of the FIC common stock that was owned by Family
Life. Proceeds from the sale will be used to improve FIC's capital structure by
retiring approximately $15.4 million of intercompany debt and for general
corporate purposes.

         Pro forma financial information that reflects the foregoing transaction
will be filed by amendment to this report on Form 8-K on or before March 19,
2007.


ITEM 8.01  OTHER EVENTS

Notice of Annual Meeting Mailed to Shareholders
- -----------------------------------------------

         On December 29, 2006, Financial Industries Corporation mailed a Notice
of Annual Meeting to its shareholders pursuant to Article 2.25 of the Texas
Business Corporation Act. A copy of the notice is furnished as Exhibit 99.2 to
this report.


ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

(d)      Exhibits

         Exhibit 99.1      Press Release of Financial Industries Corporation
                           dated December 29, 2006

         Exhibit 99.2      Notice of Annual Meeting of Shareholders dated
                           December 29, 2006




                                       2




                                   SIGNATURES

         Pursuant to 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



                                          By:      /s/ Michael P. Hydanus
                                             --------------------------------
                                          Name:  Michael P. Hydanus
                                          Title:  Interim President and CEO



                                          Date:  December 29, 2006






                                       3

EX-99

                                                                    EXHIBIT 99.1


FINANCIAL INDUSTRIES CORPORATION COMPLETES SALE
OF FAMILY LIFE SUBSIDIARY TO MANHATTAN LIFE


AUSTIN, Texas--(MARKET WIRE)--Dec 29, 2006--Financial Industries Corporation
(Pink Sheets: FNIN.PK) today announced that it has completed the previously
announced sale of its wholly owned subsidiary, Family Life Insurance Company, to
The Manhattan Life Insurance Company following receipt of approval for the
transaction from the Texas Department of Insurance.

The cash purchase price for Family Life was $28.0 million, subject to certain
post-closing adjustments. As part of the transaction, FIC acquired from Family
Life 324,320 shares of the FIC common stock that was owned by Family Life.
Proceeds from the sale will be used to improve FIC's capital structure by
retiring approximately $15.4 million of intercompany debt and for general
corporate purposes.

FIC, through its various subsidiaries, markets and underwrites individual life
insurance products. For more information on FIC, go to http://www.ficgroup.com
on the Internet.

Manhattan Life is a member of the Manhattan Insurance Group (MIG). MIG offers
reinsurance/acquisition facilities to the life/health industry. Direct marketing
activities include worksite marketing in North America and dollar-denominated
life insurance distribution throughout Latin and South America.

The investment banking firm of Keefe, Bruyette & Woods, Inc. advised FIC on the
transaction.

As provided by the safe-harbor provisions of the Private Securities Litigation
Reform Act of 1995, FIC cautions that the statements in this press release 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 press release relating to trends
in the company's operations and the contingencies and uncertainties to which the
company may be subject, as well as other statements including words such as
"anticipate," "cautions," "believe," "plan," "estimate," "expect," "intend," and
other similar expressions constitute forward-looking statements. Such statements
are made based upon management's current expectations and beliefs concerning the
financial results, and economic conditions and are subject to known and unknown
risks, uncertainties and other factors contemplated by the forward-looking
statements, including timing and results of audits and reviews, general economic
conditions, customer response, performance of management team and other factors
described in the company's Form 10-K for the year ended Dec. 31, 2004. 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.

Contact Information:
Financial Industries Corporation
Shannon Coffin
Phone: 512-404-5128
E-mail: ir@ficgroup.com

SOURCE: Financial Industries Corporation

EX-99

                                                                    EXHIBIT 99.2


                                [FIC Letterhead]



                            NOTICE OF ANNUAL MEETING
                      TO BE HELD TUESDAY, JANUARY 16, 2007


To the Shareholders of Financial Industries Corporation:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Financial
Industries Corporation ("FIC" or the "Company") originally scheduled for
Wednesday, December 6, 2006 will reconvene at the Renaissance Austin Hotel, 9721
Arboretum Blvd, Austin, Texas on Tuesday, January 16, 2007, at 10:00 a.m. local
time. The Annual Meeting will be held for the following purposes:

1.   To elect eight (8) directors to hold office for the ensuing year.

2.   To approve the FIC Incentive Stock Plan for employees.

3.   To approve FIC Stock Option Plan for Non-Employee Directors.

4.   To approve the reimbursement of Otter Creek Management, Inc., by issuance
     of FIC Common Stock, for $475,000 of expenses incurred by it in connection
     with its proxy contest and litigation with the Company in connection with
     the 2003 annual shareholders meeting.

5.   To transact any other business that may properly come before the Annual
     Meeting or any postponement or adjournment thereof.

The Board of Directors has fixed the close of business on Tuesday, October 24,
2006 as the Record Date to determine which shareholders are entitled to notice
of and to vote at the Annual Meeting or any postponement or adjournment thereof.
Only shareholders of record at the close of business on the Record Date are
entitled to notice of, and to vote at, the Annual Meeting. A list of
shareholders entitled to vote at the Annual Meeting will be available for
inspection at the office of the Company from and after January 5, 2007.

By order of the Board of Directors.


/s/  Michael P. Hydanus

Michael P. Hydanus
Interim President and Chief Executive Officer

December 29, 2006