SecProbe.io

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<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
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January 23, 2005

Mail Stop 4-6

Bradley C. Almond
Chief Financial Officer
Zix Corporation
2711 N. Haskell Avenue, Suite 2300
LB 36
Dallas, Texas 75204-2960

Re:	Zix Corporation
	Registration Statement on Form S-3, as amended
	Filed January 10, 2005
	File No. 333-120548

Dear Mr. Almond:

	This is to advise you that we have limited our review of the
above referenced Form S-3 registration statement to the
identification of selling shareholders and certain disclosure of
the
transactions underlying this registration statement and we have
the
following comments. Where indicated, we think you should revise
your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments. Feel free to call us at the telephone
numbers listed at the end of this letter.
1. Please disclose in greater detail the "other specified
conditions"
that would give ZixCorp the right to force conversion of the
convertible notes.
2. Please provide a more detailed discussion of the restrictive
covenants imposed by the $10,000,000 convertible note.
3. Please consider including risk factor disclosure concerning the
dilutive effects of your convertible note and warrants.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

	If you have any questions, please call Adam Halper at (202)
824-
5523. If you require additional assistance you may contact the
undersigned at (202) 942-1800.

							Sincerely,

							Barbara C. Jacobs
							Assistant Director

cc: 	Tanya G. Foreman, Associate General Counsel
	Via Fax: (214) 515-7385

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