UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number

0-4690

FINANCIAL INDUSTRIES CORPORATION

(Exact name of registrant as specified in its charter)

6500 River Place Blvd., Building I

Austin, Texas 78730

(512)404-5000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Common Stock, par value $0.20 per share

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)	x	Rule 12h-3(b)(1)(i)	x
Rule 12g-4(a)(1)(ii)	o	Rule 12h-3(b)(1)(ii)	o
Rule 12g-4(a)(2)(i)	o	Rule 12h-3(b)(2)(i)	o
Rule 12g-4(a)(2)(ii)	o	Rule 12h-3(b)(2)(ii)	o
		Rule 15d-6	o

 Approximate number of holders of record as of the certification or notice date:

Common Stock, par value $0.20 per share: Six

Pursuant to the requirements of the Securities Exchange Act of 1934, Financial Industries Corporation has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Dated: July 17, 2008

FINANCIAL INDUSTRIES CORPORATION

By:/s/ William B. Prouty                                                                 

William B. Prouty

Chief Executive Officer