UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 3)*

                                 ZIX CORPORATION
                                (Name of Issuer)

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                         (TITLE OF CLASS OF SECURITIES)

                                    232046102
                                 (CUSIP NUMBER)
                                                   - copy to -
    George W. Haywood                      Gary T. Moomjian, Esq.
    c/o Cronin & Vris, LLP                 Moomjian & Waite, LLP
    380 Madison Avenue                     50 Charles Lindbergh Blvd., Suite 206
    24th Floor                             Mitchel Field, New York 11553
    New York, New York 10017               (516) 222-5100
           (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
                       RECEIVE NOTICES AND COMMUNICATIONS)

                                January 15, 2003
             (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

     If the filing  person has  previously  filed a statement on Schedule 13G to
report the acquisition  which is the subject of this Schedule 13D, and is filing
this schedule because of ss.ss. 240.13d-1(e),or 240.13d-1 (f), or 240.13d-1 (g),
check the following box [ ].

NOTE:  Schedules  filed  in  paper  format  shall  include a signed original and
five copies of the schedule,  including all exhibits.  See ss.  240.13d-7(b) for
other parties to whom copies are to be sent.

     *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 disclosure provided in a prior cover page.

     The  information  required on 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).





CUSIP No. 232046102                                       Page 2 of 5 Pages
- --------------------------------------------------------------------------------
1   NAME OF REPORTING PERSON
    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
- --------------------------------------------------------------------------------
4   SOURCE OF FUNDS (See Instructions)
          PF
- --------------------------------------------------------------------------------
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2(d) OR 2(e)                  [ ]
- --------------------------------------------------------------------------------
6   CITIZENSHIP OR PLACE OF ORGANIZATION
      United States of America
- --------------------------------------------------------------------------------
NUMBER OF          7     SOLE VOTING POWER
SHARES                       5,398,538
OWNED BY     -------------------------------------------------------------------
EACH               8    SHARED VOTING POWER
REPORTING                      145,000 (1)
PERSON WITH  -------------------------------------------------------------------
                   9    SOLE DISPOSITIVE POWER
                             5,398,538
             -------------------------------------------------------------------
                   10   SHARED DISPOSITIVE POWER
                               145,000 (1)
- --------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         5,543,538 (See Item 5 herein)
- --------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
       (See Instructions)                              [   ]
- --------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         25.4 % (2)
- --------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON (See Instructions)
            IN
- --------------------------------------------------------------------------------
(1)  Includes 30,000 shares owned by wife and 115,000 shares owned jointly with
     mother.

(2)  16.7% on a fully diluted basis.

                                        2




     This Amendment No. 3 hereby amends and  supplements  the Schedule 13D filed
by George W. Haywood with the  Securities  and  Exchange  Commission  on July 9,
2002, as amended by Amendment No. 1 to the Schedule 13D filed on August 21, 2002
and Amendment No. 2 to the Schedule 13D filed on October 1, 2002 (the  "Schedule
13D"),  with respect to the common stock,  par value $.01 per share (the "Common
Stock"),  of  Zix  Corporation   (formerly  known  as  Zixit  Corporation)  (the
"Company").

     As previously reported on Amendment No. 2 to the Schedule 13D, on September
18, 2002,  Mr.  Haywood,  purchased (i) 947,708  shares of  non-voting  Series B
Convertible  Stock of the Company  ("Series B Stock") at $3.60 per share,  which
are  convertible  into an  aggregate  of  902,579  shares of Common  Stock at an
initial  conversion  rate of $3.78 per share of Common  Stock,  and (ii) 305,986
warrants ("Warrants"),  at a purchase price of $.125 per Warrant, to purchase an
aggregate  of 305,986  shares of Common  Stock at an initial  exercise  price of
$4.51 per share. As of such date, the Series B Stock was convertible immediately
into 388,366  shares of Common Stock;  the balance for 514,213  shares of Common
Stock was  convertible  subject to the Company  obtaining  shareholder  approval
("Shareholder  Approval") to allow such conversion so as to comply with Nasdaq's
20% issuance limitation. Such Shareholder Approval was obtained at the Company's
Special  Meeting of  Shareholders  on January  15,  2003 and,  as a result,  the
balance for 514,213 shares of Common Stock is treated in this Amendment No. 3 as
beneficially  owned by Mr. Haywood.  The Warrants become  exercisable  March 18,
2003,  a date  within 60 days of the date of filing this  Amendment  No. 3, and,
accordingly, the underlying Common Stock is now treated as beneficially owned by
Mr. Haywood.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

        (a) Aggregate number of shares of Common Stock beneficially owned:
        5,543,538 Percentage:  25.4%.  On a fully  diluted  basis,  treating  as
        outstanding  all  shares  of  Common Stock underlying shares of Series A
        and Series B Preferred  Stock of  the  Company  and all shares of Common
        Stock  underlying  outstanding  warrants  and options (without regard to
        current exercisability), the percentage is 16.7%.

        (b) 1. Sole power to vote or to direct vote: 5,398,538 (1)
            2. Shared power to vote or to direct vote: 145,000 (2)
            3. Sole power to dispose or to direct the
               disposition: 5,398,538 (1)
           4. Shared power to dispose or to direct the
               disposition: 145,000 (2)

(1)     Represents (A) 4,189,973 shares  of Common Stock (of which 11,500 shares
        are  owned  by  Mr. Haywood's  children), (B) 902,579  shares  of Common
        Stock  underlying  Series  B Stock which is immediately convertible, and
        (C) 305,986  shares  of  Common  Stock underlying the Warrants which are
        exercisable within the next 60 days.
(2)     Includes 30,000 shares  owned  by Mr. Haywood's  wife and 115,000 shares
        owned jointly with Mr. Haywood's mother.

        (c) No transactions were effectuated since the filing of Amendment No. 2
to  the  Schedule  13D.  This  Amendment  No. 3  is  being  filed to reflect the
increase in Mr.  Haywood's  beneficial  ownership as a result of (i) the Company
obtaining  Shareholder  Approval to permit conversion of the Series B Stock, and
(ii) the Warrants becoming exercisable within 60 days.


                                        3




                                    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.


Dated: January 22, 2003


                                                     /s/George W. Haywood
                                                -------------------------------
                                                       George W. Haywood


                                        4