SecProbe.io

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Room 4561

	September 29, 2005

Mr. Bradley C. Almond
Chief Financial Officer
Zix Corporation
2711 North Haskell Avenue
Suite 2200, LB 36
Dallas, Texas 75204-2960

Re:	Zix Corporation
	Amendment No. 1 to Registration Statement on Form S-3 filed
September 27, 2005
	File No. 333-127727

Dear Mr. Almond:

      We have reviewed your responses to the comments in our
letter
dated September 8, 2005 and have the following additional
comments.

General

1. We note your revised disclosure regarding your private
placement
on August 9, 2005.  We are currently reviewing your registration
statement on Form S-3 filed on September 8, 2005 registering the
resale of securities sold in the private placement and your
preliminary proxy statement filed on September 8, 2005 seeking
shareholder approval for the issuance of certain shares sold in
the
private placement.  Please note that we have raised concerns in
our
comment letter dated September 22, 2005 regarding the foregoing
filings that require satisfactory disposition prior to the
effectiveness of this registration statement.  Such concerns may
raise additional disclosure concerns for this registration
statement
regarding the August 9, 2005 private placement.

Selling Shareholders, page 10

2. We note that you have increased the number of shares that you
are
registering for resale.  The number of shares reflected on your
selling shareholders table, however, does not appear to correspond
with the aggregate number of shares being sold pursuant to your
prospectus.  Please reconcile.

*              *              *              *

      As appropriate, please amend your registration statement, as
necessary, 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.

      You may contact Daniel Lee at (202) 551-3477 with any
questions.  If you need further assistance, you may contact Anne
H.
Nguyen, Special Counsel, at (202) 551-3611 or me at (202) 551-
3730.

	Sincerely,

	Barbara C. Jacobs
	Assistant Director

cc:	Via Facsimile
	Tanya Foreman
	Zix Corporation
	Telephone: (214) 370-2223
	Facsimile:  (214) 515-7385

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