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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(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.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.