INTRUSION INC — Director's Dealing 2005

Mar 29, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTRUSION INC (INTZ)
CIK: 0000736012
Period of Report: 2005-03-28

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-28	Series 2 - 5% Convertible Preferred Stock	$2.50	P	160000	Acquired		Common Stock (160000)	Direct
2005-03-28	Warrant	$2.77	P	1	Acquired	2010-03-28	Common Stock (80000)	Direct

Footnotes

F1: Purchased in a private placement on March 28, 2005. Each purchaser in the private placement received one (1) share of preferred stock and a warrant for 0.50 shares for each $2.50 invested in the private placement. Purchaser will not be able to convert his shares of preferred stock into, or exercise his warrants for shares of common stock unless and until approved by the Company stockholders.

F2: N/A