SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)

           INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
         RULE 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT
                                  TO RULE 13d-2
                               (Amendment No. 5)*

                                 ZIX CORPORATION
                                (Name of Issuer)

                     Common Stock, par value $.01 per share
                         (Title of Class of Securities)

                                    98974P100
                                 (CUSIP Number)

                                December 31, 2006
             (Date of Event Which Requires Filing of this Statement)

         Check the appropriate box to designate the rule pursuant to which this
Schedule is filed.

         [ ]    Rule 13d-1(b)

         [X]    Rule 13d-1(c)

         [ ]    Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).



<PAGE>


CUSIP No.   98974P100                 13G                     Page 2 of 6 Pages
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1.  NAMES OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 
    George W. Haywood
-------------------------------------------------------------------------------
                                                                               
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (SEE INSTRUCTIONS)                                         (a)  [  ]
                                                               (b)  [  ]
-------------------------------------------------------------------------------
    
3.  SEC USE ONLY
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4.  CITIZENSHIP OR PLACE OF ORGANIZATION 
    U.S.A.
-------------------------------------------------------------------------------
                                                                         
NUMBER OF      5.   SOLE VOTING POWER           4,473,320 (1)
SHARES                                                                     
BENEFICIALLY   ----------------------------------------------------------------
OWNED BY       6.   SHARED VOTING POWER         30,000 (2)
EACH                                                                       
REPORTING      ----------------------------------------------------------------
PERSON WITH    7.   SOLE DISPOSITIVE POWER      4,473,320 (1)
                                                                      
               ----------------------------------------------------------------
               8.   SHARED DISPOSITIVE POWER    30,000 (2)
-------------------------------------------------------------------------------
      
9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    4,503,320
-------------------------------------------------------------------------------
                                                                               
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES 
    (SEE INSTRUCTIONS) 
    [ ]
-------------------------------------------------------------------------------

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
    7.6%
-------------------------------------------------------------------------------
                                                                               
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    IN
-------------------------------------------------------------------------------
(1) Includes 43,320 shares owned by Mr. Haywood's children. 
(2) Represents shares owned by spouse.


                                       2



<PAGE>


Item 1(a). Name of Issuer:

           Zix Corporation

Item 1(b). Address of Issuer's Principal Executive Offices:

           2711 North Haskell Avenue, Suite 2200, LB 36, Dallas, Texas 75204
           -2960

Item 2(a). Name of Person Filing:

           George W. Haywood

Item 2(b). Address of Principal Business Office or, if none, Residence:

           c/o Cronin & Vris, LLP, 380 Madison Avenue, 24th Floor, New York, 
           New York 10017

Item 2(c). Citizenship:

           U.S.A.

Item 2(d). Title of Class of Securities:

           Common Stock, par value $.01 per share

Item 2(e). CUSIP Number

           98974P100

Item 3.    If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) 
           or (c), check whether the person filing is a:

           (a) [ ] Broker or dealer registered under Section 15 of the Act.

           (b) [ ] Bank as defined in Section 3(a)(6) of the Act.

           (c) [ ] Insurance company as defined in Section 3(a)(19) of the
                   Act.

           (d) [ ] Investment company registered under Section 8 of the
                   Investment Company Act of 1940.

           (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)
                   (ii)(E).

           (f) [ ] An employee benefit plan or endowment fund in accordance
                   with Rule 13d-1(b)(1)(ii)(F).

           (g) [ ] A parent holding company or control person in accordance
                   with Rule 13d-1(b)(1)(ii)(G).


                                       3


<PAGE>


           (h) [ ] A savings association as defined in Section 3(b) of the
                   Federal Deposit Insurance Act.

           (i) [ ] A church plan that is excluded from the definition of an
                   investment company under Section 3(c)(14) of the Investment
                   Company Act.

           (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.        Ownership.

           (a) Amount Beneficially Owned:                              4,503,320

           (b) Percent of Class:                                       7.6%

           (c) Number of shares as to which such person has:

               (i)   sole power to vote or to direct the vote:         4,473,320

               (ii)  shared power to vote or to direct vote:           30,000

               (iii) sole power to dispose or to direct the 
               disposition of:                                         4,473,320

               (iv) shared power to dispose or to direct the 
               disposition of:                                         30,000

Item 5.        Ownership of Five Percent or Less of a Class.

               Not applicable

Item 6.        Ownership of More than Five Percent on Behalf of Another Person.

               Included  as  shares  for  which  there  exist  sole  voting  and
               dispositive  power are 43,320 shares owned by Mr. Haywood's minor
               children,  which  children have the right to receipt of dividends
               from, and proceeds from the sale of, such shares.

               Included  as shares  for which  there  exist  shared  voting  and
               dispositive  power  are  30,000  shares  owned  by Mr.  Haywood's
               spouse.  Accordingly,  Mr.  Haywood's  spouse would have the sole
               right to the receipt of dividends from, and the proceeds from the
               sale of, such shares.


                                       4



<PAGE>


Item 7.        Identification  and  Classification  of the  Subsidiary  Which
               Acquired the Security Being Reported On By the Parent Holding 
               Company or Control Person.

               Not applicable.

Item 8.        Identification and Classification of Members of the Group.

               Not applicable.

Item 9.        Notice of Dissolution of Group.

               Not applicable.

Item 10.       Certification.

               By signing  below I certify that, to the best of my knowledge and
               belief,  the  securities  referred to above were not acquired and
               are not held for the purpose of or with the effect of changing or
               influencing  the control of the issuer of the securities and were
               not  acquired  and  are  not  held  in  connection  with  or as a
               participant in any transaction having that purpose or effect.


                                       5



<PAGE>


                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

                      
                                           February 13, 2007        
                                          ---------------------
                                                (Date)

                                          /s/George W. Haywood
                                          ---------------------                 
                                              (Signature)


                                           George W. Haywood                  
                                          ---------------------
                                             (Name/Title)