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): November 24, 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)	(IRS Employer 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 8.01 Other Events

Notice of Annual Meeting Mailed to Shareholders

On November 24, 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 99.1 to this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 Notice of Annual Meeting of Shareholders dated November 24, 2006

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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

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EX-99.1

Exhibit 99.1

[FIC Letterhead]

NOTICE OF ANNUAL MEETING

TO BE HELD WEDNESDAY, DECEMBER 6, 2006

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”) will be held at the Renaissance Austin Hotel, 9721 Arboretum Blvd, Austin, Texas on Wednesday, December 6, 2006, 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 for 10 days prior to the Annual Meeting.

By order of the Board of Directors.

Michael P. Hydanus

Interim President and Chief Executive Officer

November 24, 2006