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    2001 ROSS AVENUE

DALLAS, TEXAS
75201-2980

214.953.6500

FAX 214.953.6503

    AUSTIN

BAKU

DALLAS

DUBAI

HONG KONG

HOUSTON

LONDON

MOSCOW

NEW YORK

RIYADH

WASHINGTON

    Sarah M. Rechter

(214) 953-6419

FAX (214) 661-4419

sarah.rechter@bakerbotts.com

October 6, 2005

VIA EDGAR TRANSMISSION

Securities and Exchange Commission

100 F Street, N.E.

Room 4561

Washington, D.C. 20549

    Re:

    Zix Corporation

    Registration Statement on Form S-3 filed September 8, 2005

    File No. 333-128186

    Form 10-K for the year ended December 31, 2004

    Form 8-K filed August 9, 2005

    Schedule 14A filed September 8, 2005

    File No. 0-17995

Ladies and Gentlemen:

     As legal counsel for, and on behalf of Zix Corporation (the “Company”), we are providing this
letter in response to the Commission’s letter of comment to the Company dated September 22, 2005
and to provide further information regarding the changes, as previously
described in our letter of September 28, 2005, that are incorporated in Pre-Effective Amendment No.
1 to the above-referenced Registration Statement (“Amendment No. 1”), which has been filed with the
Commission via EDGAR simultaneously with this response. The numbering below corresponds to the
numbering used in the comment letter. In addition, we have today forwarded, by way of overnight
delivery, five marked copies of Amendment No. 1, c/o Daniel Lee, for the convenience of the Staff.

General

    3.

    COMMENT:

    Please disclose the natural persons who exercise the voting and/or dispositive powers with
respect to the securities to be offered for resale by your selling shareholders that are
non-reporting entities. We note that certain selling shareholders, such as Alpha Capital,
Amulet Limited, Heartland Value Plus Fund and Sapphire Capital Partners, do not have such
required disclosure. Please see Interpretation I.60 of our July 1997 Manual of

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    Publicly Available Telephone Interpretations and Interpretation 4S of the Regulation S-K portion of
the March 1999 Supplement to our July 1997 Manual of Publicly Available Telephone
Interpretations.

    RESPONSE:

    As previously reported in our letter of September 28, 2005, the Company has contacted the
selling shareholders identified by the Staff to obtain the requested information and has
added such information into the selling stockholder table included in Amendment No. 1. In
particular, the Company has been advised of information regarding the natural persons who
exercise voting and/or dispositive powers with respect to the securities to be offered for
resale by each of Alpha Capital AG (footnote 2 on page 13 of Amendment No. 1) and Sapphire
Capital Partners (footnote 27 on page 15 of Amendment No. 1). With respect to Heartland
Value Plus Fund, representatives of the fund have provided information regarding the
management of the fund (footnote 14 on page 14 of Amendment No. 1). With respect to Amulet
Limited, information has been revised in Amendment No. 1 (footnote 3 on page 13) to reflect
that Nicolas Maounis is the natural person who exercises voting and/or dispositive power
over the securities to be offered for resale by Amulet Limited in his capacity as the
managing member of Amaranth Advisors L.L.C.

    4.

    COMMENT:

    Please confirm that all selling shareholders that are registered broker-dealers have been
disclosed as such. With respect to each selling shareholder that is a registered
broker-dealer, please identify such registered broker-dealer as an underwriter in your
disclosure, unless the shares were acquired as transaction-based compensation for
investment-banking services. Provide a description of the investment-banking services and
the manner in which the compensation for the services was computed, as applicable. We
note your disclosure on page 11 of your filing with respect to C.E. Unterberg, Towbin LLC.
Please revise such disclosure to address this comment.

    RESPONSE:

    As previously reported in our letter of September 28, 2005, at the closing of the Securities
Purchase Agreement, all Purchasers were required to provide the Company with a questionnaire
(the “Registration Statement Questionnaire”) disclosing, among other things, whether such
Purchasers are broker-dealers. Pursuant to Section 4(l) of the Securities Purchase
Agreement, each Purchaser represented that the answers contained in its Registration
Statement Questionnaire were true and complete as of the date of the Securities Purchase
Agreement. In addition, the Company also requested that C.E. Unterberg, Towbin LLC (“CEUT”)
(which received warrants in connection with the transaction) provide such questionnaires to
the Company. Accordingly, the Company, based upon such questionnaires, confirms that all
selling shareholders that are registered broker-dealers have been disclosed as such.

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    There are two selling shareholders identified as broker-dealers in the Registration
Statement: CEUT and Mr. Kayvan Karoon. The warrants acquired (or to be acquired) by CEUT
were acquired as transaction-based compensation for investment-banking services rendered to
the Company. CEUT served as the placement agent for the private placement transaction. The
warrants issued (or to be issued) to CEUT were computed as 2% of the common stock
equivalents issued in the PIPE transaction (excluding certain common stock equivalents
issued to directors, officers and certain other Purchasers). With respect to Mr. Karoon,
the warrants were acquired as transaction-based compensation from certain of the Purchasers
pursuant to arrangements with those Purchasers. Amendment No. 1 has been revised to include
additional information regarding these matters (footnotes 8 and 19 on pages 13 and 14,
respectively).

    5.

    COMMENT:

    Please confirm that all selling shareholders that are affiliates of registered
broker-dealers have been disclosed as such. We note that JMG Capital Partners and JMG
Triton Offshore Fund may be affiliates of registered broker-dealers. With respect to each
selling shareholder that is an affiliate of a registered broker-dealer, please expand the
prospectus disclosure to indicate whether such selling shareholder acquired the securities
to be resold in the ordinary course of business. Also indicate whether at the time of the
acquisition such selling shareholder had any agreements, understandings or arrangements with
any other persons, either directly or indirectly, to dispose of the securities.

    RESPONSE:

    As previously reported in our letter of September 28, 2005, at the closing of the Securities
Purchase Agreement, all Purchasers were required to provide the Company with a Registration
Statement Questionnaire disclosing, among other things, whether the selling shareholder was
an affiliate of a broker-dealer. Pursuant to Section 4(l) of the
Securities Purchase Agreement, each Purchaser represented that the answers contained in its
Registration Statement Questionnaire were true and complete as of the date of the Securities
Purchase Agreement. With respect to JMG Capital Partners and JMG Triton Offshore Fund
particularly, each such selling shareholder represented to the Company that it was not an
affiliate of a broker-dealer. In response to the Staff’s comment, the Company has
subsequently contacted a representative of JMG Capital Partners and JMG Triton Offshore Fund
and reconfirmed that neither of such selling shareholders is an affiliate of a
broker-dealer. Therefore, the Company confirms that all selling shareholders that are
affiliates of registered broker-dealers (as represented to the Company) have been disclosed
as such.

    Pursuant to Section 4(e) of the Securities Purchase Agreement, each Purchaser represented to
the Company that (i) the purchased securities were being acquired for investment for the
Purchaser’s own account, not as a nominee or agent, in the ordinary course of business, and
not with a view to the public resale or distribution thereof and (ii) such Purchaser did not
have any agreement or understanding, direct or indirect, with any

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other person to sell or otherwise distribute the purchased securities. Amendment No. 1 has been appropriately
revised to reflect these representations (page 11).

Opinion of Ronald A. Woessner, Esq.

    6.

    COMMENT:

    We note counsel’s opinion with respect to the validity of certain shares that are
potentially issuable being contingent upon the shareholder approval and the exercise of
warrants. It appears to be the case, however, that the validity of (1) 4,201,544 of such
shares are contingent solely upon the receipt of shareholder approval and (2) 2,079,767 of
such shares are contingent solely upon the exercise of warrants already issued. Please
revise as appropriate.

    RESPONSE:

    The opinion of Ronald A. Woessner, Esq. (filed as Exhibit 5.1 to Amendment No. 1) has been
modified to address this comment. Please note that the number of shares to be issued upon
exercise of warrants includes the warrants issued to CEUT.

Form 8-K filed August 9, 2005, as amended

    8.

    COMMENT:

    We note your filing of the securities purchase agreement as exhibit 4.1 to your Form 8-K/A
filed August 10, 2005 and that you have redacted certain information from the Schedule A to
such agreement. Please note that Rule 24b-2 under the Exchange Act provides “the exclusive
means of requesting confidential treatment of information required to be filed under the
[Exchange] Act.” As a result, your redaction of information is inappropriate. Please file
the Schedule A unredacted or, otherwise, please submit a confidential treatment request pursuant to Rule 24b-2 in order to seek relief from
the disclosure requirements of the Exchange Act. We further note that certain attachments
to the securities purchase agreement and escrow agreement have not been filed. Please file
all attachments to the agreements.

    RESPONSE:

    A copy of the executed version of the Securities Purchase Agreement, including Schedule A
and the other attachments, have been filed as Exhibit 4.1 to Amendment No. 1. In accordance
with Item 601(b)(2), the disclosure letter (Exhibit B to the Securities Purchase Agreement)
has not been filed as an attachment because such attachment does not contain information
which is material to an investment decision and/or which is not otherwise disclosed. The
Schedule A filed includes all information, including the Purchasers’ addresses, the
breakdown of the Firm Securities and Excess Securities purchased by each Purchaser and the
purchase price paid by each Purchaser, but excludes certain personal information of the
Purchasers (such as telephone and fax numbers). In

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    addition, a copy of the executed version
of the Escrow Agreement, including all attachments, has been filed as an exhibit to
Amendment No. 1.

Schedule 14A filed September 8, 2005

Security Ownership of Certain Beneficial Owners and Management, page 11

    10.

    COMMENT:

    We note differences in the security ownership disclosed in this table and the selling
shareholders table to your Form S-3 filed September 8, 2005. Please confirm that such
differences are solely attributable to the exclusion of the excess shares and the firm and
excess warrants from the calculations for the table in your proxy statement. If not, please
advise us of the reason(s) for the differences or, otherwise, reconcile such differences.

    RESPONSE:

    The selling shareholders table, beginning on page 11 of Amendment No. 1, has been modified
to reconcile the numbers to the Security Ownership of Certain Beneficial Owners and
Management table in the amended Preliminary Proxy Statement on Schedule 14A filed on
September 28, 2005 (the “Amended Proxy”) and to update the share ownership to August 31,
2005. Accordingly, the Company can confirm that, with these modifications, the differences
in the security ownership disclosed in the selling shareholders table included in Amendment
No. 1 and the ownership table in the Amended Proxy are solely attributable to the exclusion
of the Excess Shares and the Firm Warrants and Excess Warrants from the calculations for the
table included in the Amended Proxy.

Interests of Certain Persons in the Issuance of the Excess Securities

    13.

    COMMENT:

    The shares disclosed as beneficially owned by Antonio R. Sanchez III and Richard D. Spurr
differ from that disclosed in the selling shareholders table to your Form S-3 filed
September 8, 2005 and appear to be missing certain calculations. Please reconcile.

    RESPONSE:

    The selling shareholders table in Amendment No. 1, beginning on page 11 of Amendment No. 1,
has been modified to reconcile the numbers to the Interest of Certain Persons in the
Issuance of the Excess Securities table in the Amended Proxy and to update share ownership
to August 31, 2005. With such modifications, the differences in the number of shares
disclosed as beneficially owned by Messrs. Sanchez III and Spurr in the ownership table in
the Amended Proxy and the selling shareholders table included in Amendment No. 1 are solely
attributable to the exclusion of the Excess Shares and the Firm Warrants and Excess
Warrants.

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     We hope that the foregoing addresses the Commission’s comments. Please call the undersigned
(214.953.6419) or David Emmons (214.953.6414) of this Firm or Ronald Woessner (214-370-2219) of the
Company should you have any questions about the foregoing.

Very truly yours,

/s/ Sarah Rechter

Sarah Rechter

    cc:

    Mark P. Shuman

    Barbara C. Jacobs

    Daniel Lee

    Anne Nguyen

    Ronald Woessner

    Bradley C. Almond

    Tanya Foreman

    David Emmons

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