INTRUSION INC — Director's Dealing 2004

Mar 26, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTRUSION INC (INTZC)
CIK: 0000736012
Period of Report: 2004-03-25

Reporting Person: PAXTON G WARD (Director, Chairman President & CEO, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-25	5% Convertible Preferred Stock	$.786	P	140000	Acquired		Common Stock (890585)	Direct
2004-03-25	Warrant	$.786	P	1	Acquired	2009-03-25	Common Stock (311704)	Direct

Footnotes

F1: Purchased in a private placement on March 25, 2004. Each purchaser in the private placement received one (1) share of preferred stock and a warrant for approximately 0.45 shares of common stock for each $5.00 invested in the private placement.

F2: N/A