Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
HAYWOOD GEORGE WEAVER
  2. Issuer Name and Ticker or Trading Symbol
ZIX CORP [ZIXI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O CRONIN AND VRIS, LLP, 380 MADISON AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
08/09/2005
(Street)

NEW YORK, NY 10017
4. If Amendment, Date Original Filed(Month/Day/Year)
08/11/2005
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/09/2005   P   800,000 (2) A $ 2.5 4,836,647 (1) (2) D  
Common Stock               30,000 I By Spouse
Common Stock               11,500 I By Children
Common Stock               115,000 (3) I By Estate

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (Right to Buy) $ 3.04 08/09/2005   P   264,000 (4)   02/09/2006 08/09/2010 Common Stock 264,000 $ 0 264,000 (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HAYWOOD GEORGE WEAVER
C/O CRONIN AND VRIS, LLP
380 MADISON AVENUE
NEW YORK, NY 10017
    X    

Signatures

 /s/George W. Haywood   02/16/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This Amendment corrects a computational error in the number of direct shares owned and previously reported.
(2) Includes 320,000 shares the issuance of which is subject to shareholder approval in accordance with NASDAQ rules and pursuant to an agreement between ZIX Corporation and various investors (including Mr. Haywood) entered into in connection with a private placement which closed on August 9, 2005. In the event that shareholders do not approve the issuance of the securities, funds for the purchase price, which are being held in escrow, will be returned to investors, includiing Mr. Haywood.
(3) These shares were previously held jointly by Mr. Haywood and his mother. Mr. Haywood has gifted his ownership interest in the shares to the estate of his mother. Mr. Haywood, as executor, has voting and dispositive power over these shares.
(4) Includes 105,600 shares underlying warrants, the issuance of which is subject to shareholder approval in the same manner as described in Note 2 above.

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