Ownership Submission
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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Kahn Charles Newman III
  2. Issuer Name and Ticker or Trading Symbol
ZIX CORP [ZIXI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
4545 N. GLEBE ROAD
3. Date of Earliest Transaction (Month/Day/Year)
08/09/2005
(Street)

ARLINGTON, VA 22207
4. If Amendment, Date Original Filed(Month/Day/Year)
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 08/09/2005 P   2,008 (1) A $ 2.99 (2) 2,008 D  

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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
Warrant $ 3.04 08/09/2005 08/09/2005 P   663 (3)   02/09/2006 08/09/2010 Common Stock 663 $ 2.99 (4) 25,663 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Kahn Charles Newman III
4545 N. GLEBE ROAD
ARLINGTON, VA 22207
  X      

Signatures

 /s/ Charles N. Kahn III   08/11/2005
**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) Pursuant to a Securities Purchase Agreement, dated August 9, 2005 (the "Securities Purchase Agreement"), Mr. Kahn has agreed to purchase a total of 3,346 units, each consisting of (a) one share of common stock of the issuer and (b) an associated warrant to purchase 0.33 of one share of common stock of the issuer (each, a "Unit"). The company issued 2,008 shares of common stock to Mr. Kahn at the closing of the Securities Purchase Agreement, as reflected in Table 1 on this Form 4, together with associated warrants to purchase up to 663 shares of common stock (reflected in Table II below). The remaining Units, including 1,338 shares of common stock, will be sold and issued to Mr. Kahn only following approval of such issuance by the shareholders of the issuer.
(2) The shares of common stock reflected on Table I were purchased by Mr. Kahn as part of a Unit at a purchase price of $2.99 per Unit (with each Unit consisting of one share of common stock and a warrant to purchase 0.33 of one share of common stock).
(3) Pursuant to the Securities Purchase Agreement, Mr. Kahn has agreed to purchase a total of 3,346 Units from the issuer, including warrants to purchase up to a total of 1,104 shares of common stock. The company issued warrants to purchase 663 shares of common stock to Mr. Kahn at the closing of the Securities Purchase Agreement, as reflected in Table II on this Form 4, together with 2,008 shares of common stock (reflected on Table I above). The remaining Units, including warrants to purchase 441 shares of common stock, will be sold and issued to Mr. Kahn only following approval of such issuance by the shareholders of the issuer.
(4) The warrants reflected on Table II were purchased by Mr. Kahn as part of a Unit with a purchase price of $2.99 per Unit (with each Unit consisting of one share of common stock and a warrant to purchase 0.33 of one share of common stock). The per Unit price is also reflected on Table I above.

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