**UNITED      STATES**

**SECURITIES      AND EXCHANGE COMMISSION**

**WASHINGTON,      D.C. 20549**

**FORM      10-K/A**

**(Amendment      No. 2)**

**                    [X]      ANNUAL REPORT      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934**

**                    [ ]      TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934**

**IPIX      CORPORATION**

| **DELAWARE**                                                                            |   | **52-2213841**                                   |
|-----------------------------------------------------------------------------------------|--------|--------------------------------------------------|
|                                                                                    |   |                                             |
| State                or other jurisdiction incorporation                or organization |   | (IRS                Employer Identification No.) |

**12120      Sunset Hills Road, Suite 410, Reston, Virginia 20190**

**(703)      674-4100**

**None.**

**Common      Stock, $0.001 par value**

----

**EXPLANATORY      NOTE:**

**PART      III**

**Item 12.      **
***Security      Ownership of Certain Beneficial Owners and Management.***

**Beneficial      Ownership of IPIX Common Stock of Principal Stockholders, Directors and      Management **

| **Name                of Beneficial Owner**                                                                                               |   | **Number                of Shares Beneficially****Owned** |   | **Percentage                of****Shares                (%) (12)** |
|-------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------|--------|--------------------------------------------------------------------|
|                                                                                                                                      |   |                                                      |   |                                                               |   |
| Clara                M. Conti                                                                                                             |   | 278,268                                                   | (1)    |                                                               | 1.00% |
| Kara                Brand                                                                                                                 |   | 30,156                                                    | (2)    |                                                               | * |
| Charles                A. Crew                                                                                                            |   | 200,000                                                   | (3)    |                                                               | * |
| Geoffrey                Egnal                                                                                                             |   | 50,000                                                    | (4)    |                                                               | * |
| Jean                Watterson                                                                                                             |   | 4,019                                                     | (5)    |                                                               | * |
| Michael                D. Easterly                                                                                                        |   | 76,450                                                    | (6)    |                                                               | * |
| James                H. Hunt                                                                                                              |   | 20,000                                                    | (7)    |                                                               | * |
| Laban                P. Jackson, Jr.                                                                                                      |   | 137,500                                                   | (8)    |                                                               | * |
| Andrew                P. Seamons                                                                                                          |   | 107,996                                                   | (9)    |                                                               | * |
| David                M. Wilds                                                                                                             |   | 160,096                                                   | (10)   |                                                               | * |
| All                directors, executive officers and former executive officers as a                group                (10) persons |   | 1,064,485                                                 | (11)   |                                                               | 3.70% |

| *    |   | Less                      than one percent                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1)  |   | Ms.                      Clara M. Conti's number of shares beneficially owned includes                      270,692                      shares of common stock issuable upon the exercise of stock                      options.                                                                                                                                                                                                                                                                                       |
| (2)  |   | Ms.                      Kara Brand's number of shares beneficially owned consists of                      common                      stock.                                                                                                                                                                                                                                                                                                                                                                      |
| (3)  |   | Mr.                      Charles A. Crew's number of shares beneficially owned includes                      200,000                      shares of common stock issuable upon the exercise of stock                      options.                                                                                                                                                                                                                                                                                      |
| (4)  |   | Mr.                      Geoffrey Egnal's number of shares beneficially owned includes                      50,000                      shares of common stock issuable upon the exercise of stock                      options.                                                                                                                                                                                                                                                                                        |
| (5)  |   | Ms.                      Jean Watterson's number of shares beneficially owned consists                      of common                      stock.                                                                                                                                                                                                                                                                                                                                                                       |
| (6)  |   | Mr.                      Michael D. Easterly's number of shares beneficially owned includes                      43,850                      shares of common stock issuable upon the exercise of stock                      options.                                                                                                                                                                                                                                                                                   |
| (7)  |   | Mr.                      James H. Hunt's number of shares beneficially owned includes                      20,000 shares                      of common stock issuable upon the exercise of stock                      options.                                                                                                                                                                                                                                                                                         |
| (8)  |   | Mr.                      Laban P. Jackson, Jr., number of shares beneficially owned                      includes 92,500                      shares of common stock issuable upon the exercise of stock                      options.                                                                                                                                                                                                                                                                                  |
| (9)  |   | Mr.                      Andrew P. Seamons number of shares beneficially owned includes                      92,500                      shares of common stock issuable upon the exercise of stock                      options and                      15,496 shares of common stock issuable upon the conversion                      of Series B                      Preferred Stock warrants.                                                                                                                    |
| (10) |   | Mr.                      David M. Wilds number of shares beneficially owned includes                      6,250 shares                      of common stock directly held, 40,000 shares of common stock                      issuable upon                      the exercise of stock options and 113,556 shares of common                      stock issuable                      upon the conversion of Series B Preferred Stock                      Warrants.                                           |
| (11) |   | Includes                      809,542 shares of common stock issuable upon the exercise of                      stock                      options, 113,556 shares of common stock issuable upon the conversion                      of                      Series B Preferred Stock Warrants.                                                                                                                                                                                                                    |
| (12) |   | The                      percentage of outstanding shares beneficially owned by each                      person is                      calculated based on the 27,483,874 outstanding common shares                      as of April                      1, 2006, plus the shares that such person has the right to                      acquire as of                      April 1, 2006 or within 60 days thereafter upon the exercise                      of conversion                      rights and options. |

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**Item 14.      **
***Principal      Accountant Fees and Services.***

| **Fees**                             |   | **2005** | **2004** |
|--------------------------------------|--------|----------|----------|
|                                 |   |     | **AM**   |   |   | **PWC** |   |   | **AM** |   |   | **PWC** |   |
| Audit                  Fees          |   | $        | 321,001  |   |   | - |   | $ | 120,000 |   | $ | 37,000 |   |
| Audit                  Related Fees  |   |     | 330,394  |   |   | 84,250 |   |   | 316,000 |   |   | - |   |
| Other                  Fees          |   |     |     |   |   |   |   |   |   |   |   |   |   |
| Tax                  Compliance Fees |   |     | -        |   |   | 48,000 |   |   | - |   |   | 53,000 |   |
| All                  Other Fees      |   |     | -        |   |   | 16,250 |   |   | - |   |   | 32,000 |   |
| Totals                               |   | $        | 651,395  |   | $ | 148,500 |   | $ | 436,000 |   | $ | 122,000 |   |

----

**PART      IV**

**Item 15.*****Exhibits      and Financial Statement Schedules.***

| **Exhibit**            |   |                                                                                                                                                                                                                                                                                                                                   |
|------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Number**             |   | **Description**                                                                                                                                                                                                                                                                                                                        |
| 3.1                    |   | Amended                and Restated Certificate of Incorporation of the Registrant (incorporated                herein by reference to Form S-1 as declared effective on                August 25, 1999 (File No. 333-80639)).                                                                                          |
| 3.1(a)                 |   | Amendment                to the Amended and Restated Certificate of Incorporation of the Registrant                (incorporated herein by reference to Form S-1 as filed with the                Commission on March 17, 2000).                                                                                             |
| 3.2                    |   | Amended                and Restated Bylaws of the Registrant (incorporated herein by reference                to                Form 10-Q as filed with the Commission on November 14, 2000).                                                                                                                                |
| 3.3                    |   | Certificate                of Designations of Series A Junior Participating Preferred Stock                (incorporated herein by reference to Form 8-A as filed with the                Commission on November 2, 2000).                                                                                              |
| 3.3                    |   | Amended                Certificate of Designations of Series B Preferred Stock (incorporated                herein by reference to Form 8-K as filed with the Commission on                October 3, 2001).                                                                                                            |
| 4.1                    |   | Form                of certificate representing the common stock, $.001 par value per                share of                IPIX Corporation (incorporated herein by reference to Form 10-K as                filed                with the Commission on March 29, 2000).                                                       |
| 4.2                    |   | Rights                Agreement dated October 31, 2000 between IPIX Corporation and EquiServe                (incorporated herein by reference to Form 8-A as filed with the Commission                on November 2, 2000).                                                                                                           |
| 4.3                    |   | Registration                Rights Agreement dated May 14, 2001 between IPIX Corporation and                Image Investors Portfolio, a separate series of Memphis Angels, LLC                (incorporated herein by reference to Form 8-K as filed with the                Commission on May 29, 2001).              |
| 4.4                    |   | Registration                Rights Agreement dated April 4, 2004 between IPIX Corporation and                institutional investors named therein (incorporated by reference                to                Form 8-K as filed with the Commission on April 7, 2004).                                                 |
| 10.1*                  |   | Employment                Agreement dated July 1, 2001, between IPIX Corporation and Donald W.                Strickland (incorporated herein by reference to Form 10-Q as filed                with the Commission on August 14, 2001).                                                                                |
| 10.2*                  |   | Employment                Agreement dated July 1, 2001, between IPIX Corporation and Paul A.                Farmer (incorporated herein by reference to Form 10-Q as filed with                the Commission on August 14, 2001).                                                                                      |
| 10.3*                  |   | Employment                Agreement dated July 1, 2001 between IPIX Corporation and Sarah Pate                (incorporated herein by reference to Form 10-K as filed with the                Commission on March 31, 2003).                                                                                            |
| 10.4                   |   | Reserved                                                                                                                                                                                                                                                                                                                               |
| 10.5*                  |   | Amended                and Restated IPIX Corporation 2001 Equity Incentive Plan (incorporated                herein by reference to Form S-8 as filed with the Commission on                January 16, 2002).                                                                                                               |
| 10.6*                  |   | Amended                and Restated 1997 Equity Compensation Plan (incorporated herein by                reference to Form S-4 as declared effective on December 16, 1999                (File No. 91139).                                                                                                              |
| 10.7*                  |   | Amended                and Restated 1998 Employee, Director and Consultant Stock Plan                (incorporated herein by reference to Form S-4 as declared effective                on December 16, 1999 (File No. 91139)).                                                                                         |
| 10.8*                  |   | 1999                Employee Stock Purchase Plan (incorporated herein by reference to                Form S-4 as declared effective on December 16, 1999 (File                No. 91139)                                                                                                                                |
| 10.9*                  |   | 2000                Equity Incentive Plan (incorporated herein by reference to Form S-8                as                declared effective on June 27, 2000 (File No. 333-40160).                                                                                                                                           |
| 10.10*                 |   | PictureWorks                Technology, Inc. 1994 Stock Option Plan (incorporated herein by reference                to Form S-8 as declared effective on May 2, 2000 (File                No. 333-36068))                                                                                                              |
| 10.11*                 |   | PictureWorks                Technology, Inc. 1996 Stock Option Plan (incorporated herein by reference                to Form S-8 as declared effective on May 2, 2000 (File                No. 333-36068))                                                                                                              |
| 10.12*                 |   | PictureWorks                Technology, Inc. 1997 Stock Option Plan (incorporated herein by reference                to Form S-8 as declared effective on May 2, 2000 (File                No. 333-36068))                                                                                                              |
| 10.13                  |   | Form                of Indemnification Agreement between the Registrant and each of its                directors and officers (incorporated herein by reference to Form                S-1 as                declared effective on August 25, 1999 (File                No. 333-80639)).                                     |
| 10.14*                 |   | Separation                Agreement dated September 16, 2004, between IPIX Corporation and                Donald W. Strickland (incorporated by reference to Form 8-K as filed                with the Commission on September 21, 2004).                                                                               |
| 10.15                * |   | Employment                Agreement dated September 16, 2004 between IPIX Corporation and Clara                M. Conti (incorporated herein by reference to Form 10-Q as filed with                the Commission on November 15, 2004).                                                                               |
| 10.16*                 |   | Separation                Agreement dated January 25, 2005, between IPIX Corporation and Paul                A. Farmer (incorporated herein by reference to Form 8-K as filed with                the Commission on January 31, 2005).                                                                                  |
| 10.17                  |   | Lease                dated February 3, 2005, between IPIX Corporation and Oak Ridge                Technical Center Partners — One, LP                                                                                                                                                                                      |
| 10.18                  |   | Patent                Purchase, License and Repurchase Agreement dated February 11, 2005,                between IPIX Corporation and AdMission Corporation (incorporated                by                reference to Form 8-K filed with the Commission on February 17,                2005).                        |
| 10.19                  |   | Trademark/Service                Mark License Agreement dated February 11, 2005, between IPIX                Corporation and AdMission Corporation (incorporated by reference                to                Form 8-K filed with the Commission on February 17, 2005).                                                |
| 10.20                  |   | Letter                Agreement dated October 25, 2004, between IPIX Corporation and Kara                Brand (incorporated by reference to Form 8-K filed with the                Commission on April 4, 2005).                                                                                                       |
| 10.21                  |   | Letter                Agreement dated March 29, 2005, between IPIX Corporation and Kara                Brand (incorporated by reference to Form 8-K filed with the                Commission on April 4, 2005).                                                                                                         |
| 10.22                  |   | Employment                Agreement effective April 1, 2005, between IPIX Corporation and Charles                A.                Crew (incorporated by reference to Form 8-K filed with the Commission                on April 4, 2005).                                                                                   |
| 10.23                  |   | Lease                Agreement dated February 15, 2000, by and between R.E.C. Partners,                L.P. and Thomas Group, Inc. (incorporated by reference to Form 10-Q                filed with the Commission on May 10, 2005).                                                                                   |
| 10.24                  |   | Sublease                Agreement dated April 18, 2005, between Thomas Group, Inc. and IPIX                Corporation (incorporated by reference to Form 10-Q filed with the                Commission on May 10, 2005).                                                                                               |
| 10.25                  |   | Securities                Purchase Agreement dated June 21, 2005, among IPIX Corporation and                each of                the purchasers (incorporated by reference to Form 8-K filed with the                Commission on June 23, 2005).                                                                         |
| 10.26                  |   | Separation                Agreement dated February 27, 2006, between IPIX Corporation and Charles                A.                Crew (incorporated by reference to Form 8-K filed with the Commission                on March 3, 2006).                                                                                   |
| 10.27                  |   | Amendment                A Termination of Lease dated March 13, 2006, by and between IPIX                Corporation and Oak Ridge Technical Center Partners - One, L.P.                (incorporated by reference to Form 8-K filed with the Commission                on March                16, 2006).                             |
| 14.1                   |   | Code                of Ethics for Chief Executive Officer and Senior Financial Officers                (incorporated by reference to Form 10-K filed with the Commission on                March 30, 2004)                                                                                                                   |
| 14.2                   |   | Code                of Business Conduct and Ethics (incorporated by reference to Form                10-K                filed with the Commission on March 30, 2004)                                                                                                                                                             |
| 16.1                   |   | Letter                dated June 15, 2004 regarding change in certifying accountant                (incorporated by reference to Form 8-K filed with the Commission on                June 18, 2004).                                                                                                                   |
| 21.1                   |   | Subsidiaries                of the Registrant (incorporated herein by reference to Form 10-K                filed with the Commission on March 31, 2003).                                                                                                                                                                    |
| 23.1                   |   | Consent                of PricewaterhouseCoopers LLP (incorporated by reference to Form                10-K                filed with the Commission on March 22, 2006).                                                                                                                                                               |
| 23.2                   |   | Consent                of Armanino McKenna LLP (incorporated by reference to Form 10-K filed                with                the Commission on March 22, 2006).                                                                                                                                                                     |
| 24.1                   |   | Power                of Attorney (incorporated by reference to Form 10-K filed with the                Commission on March 22, 2006).                                                                                                                                                                                                  |
| 31.1                   |   | Certification                of Chief Executive Officer pursuant to Rule 13a-14(a) under the                Securities Exchange Act of 1934 (incorporated by reference to Form                10-K                filed with the Commission on March 22, 2006).                                                                   |
| 31.2                   |   | Certification                of Chief Financial Officer pursuant to Rule 13a-14(a) under the                Securities Exchange Act of 1934 (incorporated by reference to Form                10-K                filed with the Commission on March 22, 2006).                                                                   |
| 31.3                   |   | Certification                of Chief Executive Officer and Interim Chief Financial Officer pursuant                to                Rule 13a-14(a) under the Securities Exchange Act of 1934                (incorporated by reference to Form 10-K/A filed with the Commission                on May                1, 2006).. |
| 31.4#                  |   | Certification                of Chief Executive Officer and Interim Chief Financial Officer pursuant                to                Rule 13a-14(a) under the Securities Exchange Act of                1934.                                                                                                                    |
| 32                     |   | Certification                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to                Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by                reference to Form 10-K filed with the Commission on March 22, 2006).                                                                    |

| *                Executive Compensation Plan or Agreement |
|-----------------------------------------------------------|
| #                Filed Herewith                           |

----

**SIGNATURES**

| **  IPIX                CORPORATION** |
|-------------------------------------------------|
|   By:                                 |   /s/                Clara M. Conti |   |
|                                            | Clara                M. Conti |   |
|                                            | President                and Chief Executive Officer(Duly                Authorized Representative) |   |
| Date:                                           | May                10, 2006 |   |