SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

May 19, 2005

Room 4561

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
	Filed April 26, 2005
	File No. 333-120548

	Form 10-K for the fiscal year ended December 31, 2004
	Form 10-Q for the quarter ended March 31, 2005
	File No. 0-17995

Dear Mr. Almond:

	This is to advise you that we conducted a targeted review of
the
financial statements in the referenced periodic reports.  We also
reviewed the disclosure provided in response to Items 307 and
308(c)
of Regulation S-B and the legal opinion submitted as an exhibit.
Based on this limited review of the referenced filings, we have
the
following comments.  Where indicated, we think you should revise
your
documents in response to these comments.  With respect to the
comments on the referenced periodic reports your response should
be
provided as soon as possible and not later than June 2, 2005.  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.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-3
Exhibit 5.1
1. In exhibit 5.1, counsel assumed "the Company maintains an
adequate
number of authorized but unissued shares of common stock available
for such issuance".  Tell us why it is necessary or appropriate to
qualify the legal opinion in this manner.  In particular, it
appears
that whether the company has reserved the shares is a factual
matter
that can be established by counsel at the time the opinion is
delivered.  Please revise accordingly or advise.

Form 10-K

Controls and Procedures
2. The effectiveness conclusion concerning your disclosure
controls
and procedures  evaluated by your Chief Executive Officer and
Chief
Financial Officer is expressed with respect to matters that are
more
limited in scope than the disclosure controls and procedures
defined
by paragraph (e) of Rule 13(a)-15.  In the response letter please
clarify whether the conclusions as to effectiveness related to
disclosure controls and procedures as defined in conformity with
Exchange Act Rule 13a-15(e).

Consolidated Financial Statements
Note 2.  Basis of Presentation and Summary of Significant
Accounting
Policies
Revenue Recognition
3. You indicate that revenues related to arrangements with
multiple
elements are allocated to the individual elements in accordance
with
EITF 00-21.  Help us understand the accounting units in your
arrangements and the accounting units that are outside the scope
of
SOP 97-2.  Clarify how you reached the conclusions that the
delivered
items should be considered separate units of accounting. Refer to
paragraph 9 of EITF 00-21.
4. Quantify the amount of revenues associated with initial set-up
fees relating to the PocketScript product line.  If material,
supplementally clarify the nature of these costs and tell us how
you
account for the revenue applicable to this element in your e-
prescribing service arrangements.
5.  Quantify the amount of sales earned in connection with the
Sophos, Inc. reseller agreement.  If material, tell us how you
considered the factors of EITF 99-19 in determining whether to
account for such sales on a gross or net basis.
6. Tell us how you considered footnote 1 of SOP 81-1 with regards
to
your service contracts offered on a standalone basis.  Tell us the
specific accounting literature you relied upon in accounting for
such
contracts, and provide us with analysis, which demonstrates how
that
literature applies to you. We may have further comments based on
your
response.
7. Tell us how you account for service revenues under the
percentage
of completion method related to services sold in connection with
your
products.    Tell us the input measures (or output measures if
applicable) used to measure progress on a contract.  Tell us how
you
can reasonably determine dependable estimates using these
measures.
Explain your accounting for loss contracts.  Refer to SOP 81-1 and
ARB 45.

   Note 7.  Intangible Assets and Goodwill
8. Supplementally explain to us why you have classified the write-
down of certain intangibles associated with the "Connect" product
line as an element of "operating expenses" in the statement of
operations rather than to "cost of sales."   Also, clarify where
you
had previously recorded the respective amortization associated
with
these intangibles.  Tell us how you considered Question 17 of SFAS
86
FASB Staff Implementation Guide in your accounting.

   Note 10.  Notes Payable
Convertible Promissory Note
9. Supplementally explain how you intend to account for the
modification of the convertible notes payable and provide the
specific accounting literature you will apply.  To the extent that
this amendment results in a beneficial conversion feature, tell us
how you considered EITF 00-27 in your accounting.

Note 22.  Subsequent Events
10. We note that the Company sold your Web Inspector and Message
Inspector product lines on March 11, 2005.   Supplementally tell
us
how you considered paragraphs 30 and 41-43 of SFAS 144 in
determining
that classification of the operations of these product lines as
discontinued operations is not warranted.  Reconcile for us your
statement that operations and cash flows could not be sufficiently
separated from the rest of the Company (page 10 of the March 31,
2005
Form 10-Q) when various disclosures in your December 31, 2004 Form
10-K refer to products revenues and also to the fact that these
product lines operated in a "cash neutral basis" (page 30 of the
December 31, 2004 Form 10-K), which appears to indicate that
separate
financial information exists.   In addition, tell us how you
determined that impairment did not exist at year-end in relation
to
goodwill and intangibles associated with these products (i.e., the
Elron acquisition) based on the Company`s decision to sell off
these
product lines.  We may have further comments.

Form 10-Q
Controls and Procedures
11. In the referenced Form 10-Q, you disclose that there were no
"significant changes" in Zix`s internal controls during the
quarter
ended March 31, 2005.  Please refer to Item 308(c) of Regulation
S-K,
and note that disclosure is required of any change that
"materially
affected or was reasonably likely to materially affect," your
internal controls over financial reporting.   In your response
letter
tell us whether there were any such changes during the most recent
quarter. Please also confirm that you will consider this comment
in
preparing future periodic reports.

      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with your amendments 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 amendments and
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	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.

	You may contact Meghan Akst, at (202) 551-3407 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have
any
questions regarding comments on the financial statements and
related
matters.  If you have any other questions, please call Adam
Halper,
at (202) 551-3482. If you require additional assistance you may
contact me, at (202) 551-3462 or in my absence Barbara C. Jacobs,
Assistant Director at, (202) 551-3730.

							Sincerely,

							Mark P. Shuman
							Branch Chief - Legal

cc: 	Ronald A. Woessner, Senior Vice President, General Counsel,
and
Secretary
	Via Fax: (214) 515-7332

??

??

??

??

</TEXT>
</DOCUMENT>