Registration No. 333-_________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                            Zomax Optical Media, Inc.
             (Exact Name of Registrant as Specified in its Charter)

         Minnesota                                           41-1833089
  (State or Other Jurisdiction                            (I.R.S. Employer
of Incorporation or Organization)                      Identification Number)

                                5353 Nathan Lane
                            Plymouth, Minnesota 55442
              (Address of Principal Executive Office and Zip Code)


           Zomax Optical Media, Inc. 1996 Employee Stock Purchase Plan
                            (Full Title of the Plan)

                                James T. Anderson
                      President and Chief Executive Officer
                            Zomax Optical Media, Inc.
                                5353 Nathan Lane
                               Plymouth, MN 55442
                                 (612) 553-9300
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                                 Melodie R. Rose
                            Fredrikson & Byron, P.A.
                            1100 International Centre
                             900 Second Avenue South
                          Minneapolis, Minnesota 55402


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
                                                                                     Proposed
                                                       Proposed Maximum               Maximum
  Title of Securities          Amount to be             Offering Price               Aggregate                Amount of
   to be Registered            Registered(1)             Per Share(2)            Offering Price(2)         Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                           <C>                     <C>                        <C>   
  Options to Purchase
  Common Stock under
     the 1996 Plan              Indefinite                  $ 0.00                    $ 0.00                    $ 0.00

     Common Stock
     issuable upon
  exercise of options
   granted under the
       1996 Plan              250,000 shares                 $6.75                  $1,687,500                 $581.90

        TOTAL:                                                                                                 $581.90
================================================================================================================================
</TABLE>


(1)      In  addition,  pursuant to Rule 416 under the  Securities  Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described  herein  and  any  additional  securities  which  may  become
         issuable pursuant to anti-dilution provisions of the plan.

(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the  registration  fee and based  upon the  average of the high and low
         prices of the Registrant's Common Stock on June 12, 1996.




<PAGE>



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant hereby  incorporates by reference into this Registration
Statement the documents listed in (a) through (c) below:

          (a)  The  Registrant's  latest annual report filed pursuant to Section
               13(a) or 15(d) of the Securities  Exchange Act of 1934, or either
               (I) the latest prospectus filed pursuant to Rule 424(b) under the
               Securities Act of 1933 that contains audited financial statements
               for the Registrant's latest fiscal year for which such statements
               have been filed or (II) the Registrant's  effective  registration
               statement on Form 10 or 10-SB filed under the Securities Exchange
               Act of  1934  containing  audited  financial  statements  for the
               Registrant's latest fiscal year;

          (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
               Securities  Exchange Act of 1934 since the end of the fiscal year
               covered by the Registrant document referred to in (a) above;

          (c)  If the class of  securities  to be  offered is  registered  under
               Section  12  of  the   Securities   Exchange  Act  of  1934,  the
               description   of  such  class  of   securities   contained  in  a
               registration  statement  filed  under  such  Act,  including  any
               amendment  or  report  filed for the  purpose  of  updating  such
               description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which  deregisters all such securities then remaining  unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

                  Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.
                                   

<PAGE>

Item 6.  Indemnification of Directors and Officers.

         Under Minnesota  corporate law, a corporation shall,  unless prohibited
or limited by its Articles of Incorporation or Bylaws,  indemnify its directors,
officers, employees and agents against judgments, penalties, fines, settlements,
expenses and disbursements  incurred by such person who was, or is threatened to
be, made a party to a proceeding by reason of the fact that the person is or was
a director,  officer,  employee or agent of the  corporation if generally,  with
respect to the acts or omissions of the person  complained of in the proceeding,
the person: (i) has not been indemnified by another organization with respect to
the same acts or omissions; (ii) acted in good faith, (iii) received no improper
personal benefit;  (iv) in the case of a criminal proceeding,  had no reasonable
cause to believe the conduct  was  unlawful;  and (v)  reasonably  believed  the
conduct  was  in  the  best  interests  of  the   corporation   or,  in  certain
circumstances,  reasonably believed that the conduct was not opposed to the best
interests of the  corporation.  Minnesota  corporate  law also  provides  that a
corporation  may purchase and  maintain  insurance on behalf of any  indemnified
party against any  liability  asserted  against such person,  whether or not the
corporation  would have been required to indemnify the person against  liability
under the provisions of Minnesota  corporate law. The  Registrant's  Articles of
Incorporation  and Bylaws do not limit the Registrant's  obligation to indemnify
such persons.

         The  Company's  Articles of  Incorporation  limit the  liability of its
directors to the full extent  permitted by the  Minnesota  Business  Corporation
Act.  Specifically,  directors of the Company will not be personally  liable for
monetary  damages for breach of fiduciary duty as directors except liability for
(i) any breach of the duty of loyalty to the Company or its  shareholders,  (ii)
acts or omissions not in good faith or that involve intentional  misconduct or a
knowing  violation of law, (iii) dividends or other  distributions  of corporate
assets  that  are  in   contravention   of  certain   statutory  or  contractual
restrictions,  (iv) violations of certain Minnesota  securities laws, or (v) any
transaction from which the director derives an improper personal benefit.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

          5    Opinion and Consent of Fredrikson & Byron,  P.A.  relating to the
               legality of  securities  under the 1996 Employee  Stock  Purchase
               Plan.

          23.1 Consent of Fredrikson & Byron,  P.A. -- included in their opinion
               filed as Exhibit 5.

          23.2 Consent of Arthur Andersen LLP.

          24   Power of Attorney from certain directors.

Item 9.  Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement:


                                   
<PAGE>



                    (i) To include any prospectus  required by Section  10(a)(3)
                    of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                    arising  after  the  effective  date  of  the   Registration
                    Statement  (or  the  most  recent  post-effective  amendment
                    thereof) which, individually or in the aggregate, represents
                    a  fundamental  change in the  information  set forth in the
                    Registration Statement;

                    (iii) To include any  material  information  with respect to
                    the plan of  distribution  not  previously  disclosed in the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

               Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do
               not  apply  if  the  information  required  to be  included  in a
               post-effective  amendment  by those  paragraphs  is  contained in
               periodic  reports filed by the Registrant  pursuant to Section 13
               or Section 15(d) of the Securities  Exchange Act of 1934 that are
               incorporated by reference in the Registration Statement.

               (2) That, for the purposes of determining any liability under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  Registration  Statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

               (3) To  remove  from  registration  by means of a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
          determining  any  liability  under the  Securities  Act of 1933,  each
          filing of the Registrant's  annual report pursuant to Section 13(a) or
          Section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
          applicable,  each filing of an employee  benefit  plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is  incorporated by reference in the  Registration  Statement shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.
    
          (c)  Insofar as  indemnification  for  liabilities  arising  under the
          Securities  Act of 1933 may be  permitted to  directors,  officers and
          controlling  persons  of the  Registrant  pursuant  to  the  foregoing
          provisions,  or otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against  public  policy as expressed in the Act and is,  therefore,
          unenforceable.  In the event that a claim for indemnification  against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by a director,  officer or controlling  person of the
          Registrant  in  the  successful   defense  of  any  action,   suit  or
          proceeding)  is  asserted  by such  director,  officer or  controlling
          person  in  connection  with  the  securities  being  registered,  the
          Registrant  will,  unless in the opinion of its counsel the matter has
          been  settled  by  controlling   precedent,   submit  to  a  court  of
          appropriate  jurisdiction the question whether such indemnification by
          it is  against  public  policy  as  expressed  in the Act and  will be
          governed by final adjudication of such issue.


<PAGE>




                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Minneapolis and State of Minnesota, on the 17th
day of June, 1996.

                            ZOMAX OPTICAL MEDIA, INC.
                               (the "Registrant")


                            By /s/ James T. Anderson
                               James T. Anderson, President and
                               Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

                               (Power of Attorney)

         Each of the undersigned  constitutes and appoints JAMES T. ANDERSON and
STEPHAN P. JONES his true and lawful  attorney-in-fact  and agent,  each  acting
alone, with full powers of substitution and  resubstitution,  for him and in his
name,  place  and  stead,  in any  and all  capacities,  to sign  the  Form  S-8
Registration  Statement of Zomax Optical Media,  Inc.  relating to the Company's
1996 Employee Stock  Purchase Plan and any or all  amendments or  post-effective
amendments to the Form S-8  Registration  Statement,  and to file the same, with
all exhibits  thereto,  and other  documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  each acting alone,  full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as fully to all intents and purposes as the undersigned might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents, each acting alone, or their substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

         Signature                      Title                         Date


/s/ James T. Anderson     President, Chief Executive Officer      June 17, 1996
James T. Anderson         and Director (principal executive
                          officer)


/s/ Phillip T. Levin      Director                                June 17, 1996
Phillip T. Levin


/s/ Stephan P. Jones      Chief Financial Officer and Secretary   June 17, 1996
Stephan P. Jones          (principal financial and accounting
                          officer)



                                                       

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549






                            ZOMAX OPTICAL MEDIA, INC.



                         Form S-8 Registration Statement




                             E X H I B I T    I N D E X


Exhibit
Number            Exhibit Description

 5                Opinion and Consent of counsel re securities under the Plan
23.1              Consent of counsel (See Exhibit 5)
23.2              Consent of independent public accountants
24                Power of attorney (See signature page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR 1996 EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 17005}]
{"company-data": {"conformed-name": "ZOMAX OPTICAL MEDIA INC", "cik": "0001010788", "assigned-sic": "3652", "irs-number": "411833089", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06145", "film-number": "96582123"}, "business-address": {"street1": "5353 NATHAN LANE", "city": "PLYMOUTH", "state": "MN", "zip": "55442", "phone": "6125539300"}, "mail-address": {"street1": "5353 NATHAN LANE", "city": "PLYMOUTH", "state": "MN", "zip": "55442"}}
Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                            Zomax Optical Media, Inc.
             (Exact Name of Registrant as Specified in its Charter)

         Minnesota                                           41-1833089
  (State or Other Jurisdiction                            (I.R.S. Employer
of Incorporation or Organization)                      Identification Number)

                                5353 Nathan Lane
                            Plymouth, Minnesota 55442
              (Address of Principal Executive Office and Zip Code)

           Zomax Optical Media, Inc. 1996 Employee Stock Purchase Plan
                            (Full Title of the Plan)

                                James T. Anderson
                      President and Chief Executive Officer
                            Zomax Optical Media, Inc.
                                5353 Nathan Lane
                               Plymouth, MN 55442
                                 (612) 553-9300
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                                 Melodie R. Rose
                            Fredrikson & Byron, P.A.
                            1100 International Centre
                             900 Second Avenue South
                          Minneapolis, Minnesota 55402

                         CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                                                     Proposed
                                                       Proposed Maximum               Maximum
  Title of Securities          Amount to be             Offering Price               Aggregate                Amount of
   to be Registered            Registered(1)             Per Share(2)            Offering Price(2)         Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
Options to Purchase
  Common Stock under
     the 1996 Plan              Indefinite                  $ 0.00                    $ 0.00                    $ 0.00

     Common Stock
     issuable upon
  exercise of options
   granted under the
       1996 Plan              250,000 shares                 $6.75                  $1,687,500                 $581.90

        TOTAL:                                                                                                 $581.90
================================================================================================================================
(1)      In  addition,  pursuant to Rule 416 under the  Securities  Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described  herein  and  any  additional  securities  which  may  become
         issuable pursuant to anti-dilution provisions of the plan.

(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the  registration  fee and based  upon the  average of the high and low
         prices of the Registrant's Common Stock on June 12, 1996.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant hereby  incorporates by reference into this Registration
Statement the documents listed in (a) through (c) below:

          (a)  The  Registrant's  latest annual report filed pursuant to Section
               13(a) or 15(d) of the Securities  Exchange Act of 1934, or either
               (I) the latest prospectus filed pursuant to Rule 424(b) under the
               Securities Act of 1933 that contains audited financial statements
               for the Registrant's latest fiscal year for which such statements
               have been filed or (II) the Registrant's  effective  registration
               statement on Form 10 or 10-SB filed under the Securities Exchange
               Act of  1934  containing  audited  financial  statements  for the
               Registrant's latest fiscal year;

          (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
               Securities  Exchange Act of 1934 since the end of the fiscal year
               covered by the Registrant document referred to in (a) above;

          (c)  If the class of  securities  to be  offered is  registered  under
               Section  12  of  the   Securities   Exchange  Act  of  1934,  the
               description   of  such  class  of   securities   contained  in  a
               registration  statement  filed  under  such  Act,  including  any
               amendment  or  report  filed for the  purpose  of  updating  such
               description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which  deregisters all such securities then remaining  unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

                  Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.
Item 6.  Indemnification of Directors and Officers.

         Under Minnesota  corporate law, a corporation shall,  unless prohibited
or limited by its Articles of Incorporation or Bylaws,  indemnify its directors,
officers, employees and agents against judgments, penalties, fines, settlements,
expenses and disbursements  incurred by such person who was, or is threatened to
be, made a party to a proceeding by reason of the fact that the person is or was
a director,  officer,  employee or agent of the  corporation if generally,  with
respect to the acts or omissions of the person  complained of in the proceeding,
the person: (i) has not been indemnified by another organization with respect to
the same acts or omissions; (ii) acted in good faith, (iii) received no improper
personal benefit;  (iv) in the case of a criminal proceeding,  had no reasonable
cause to believe the conduct  was  unlawful;  and (v)  reasonably  believed  the
conduct  was  in  the  best  interests  of  the   corporation   or,  in  certain
circumstances,  reasonably believed that the conduct was not opposed to the best
interests of the  corporation.  Minnesota  corporate  law also  provides  that a
corporation  may purchase and  maintain  insurance on behalf of any  indemnified
party against any  liability  asserted  against such person,  whether or not the
corporation  would have been required to indemnify the person against  liability
under the provisions of Minnesota  corporate law. The  Registrant's  Articles of
Incorporation  and Bylaws do not limit the Registrant's  obligation to indemnify
such persons.

         The  Company's  Articles of  Incorporation  limit the  liability of its
directors to the full extent  permitted by the  Minnesota  Business  Corporation
Act.  Specifically,  directors of the Company will not be personally  liable for
monetary  damages for breach of fiduciary duty as directors except liability for
(i) any breach of the duty of loyalty to the Company or its  shareholders,  (ii)
acts or omissions not in good faith or that involve intentional  misconduct or a
knowing  violation of law, (iii) dividends or other  distributions  of corporate
assets  that  are  in   contravention   of  certain   statutory  or  contractual
restrictions,  (iv) violations of certain Minnesota  securities laws, or (v) any
transaction from which the director derives an improper personal benefit.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

          5    Opinion and Consent of Fredrikson & Byron,  P.A.  relating to the
               legality of  securities  under the 1996 Employee  Stock  Purchase
               Plan.

          23.1 Consent of Fredrikson & Byron,  P.A. -- included in their opinion
               filed as Exhibit 5.

          23.2 Consent of Arthur Andersen LLP.

          24   Power of Attorney from certain directors.

Item 9.  Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus  required by Section  10(a)(3)
                    of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                    arising  after  the  effective  date  of  the   Registration
                    Statement  (or  the  most  recent  post-effective  amendment
                    thereof) which, individually or in the aggregate, represents
                    a  fundamental  change in the  information  set forth in the
                    Registration Statement;

                    (iii) To include any  material  information  with respect to
                    the plan of  distribution  not  previously  disclosed in the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

               Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do
               not  apply  if  the  information  required  to be  included  in a
               post-effective  amendment  by those  paragraphs  is  contained in
               periodic  reports filed by the Registrant  pursuant to Section 13
               or Section 15(d) of the Securities  Exchange Act of 1934 that are
               incorporated by reference in the Registration Statement.

               (2) That, for the purposes of determining any liability under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  Registration  Statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

               (3) To  remove  from  registration  by means of a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
          determining  any  liability  under the  Securities  Act of 1933,  each
          filing of the Registrant's  annual report pursuant to Section 13(a) or
          Section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
          applicable,  each filing of an employee  benefit  plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is  incorporated by reference in the  Registration  Statement shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.
    
          (c)  Insofar as  indemnification  for  liabilities  arising  under the
          Securities  Act of 1933 may be  permitted to  directors,  officers and
          controlling  persons  of the  Registrant  pursuant  to  the  foregoing
          provisions,  or otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against  public  policy as expressed in the Act and is,  therefore,
          unenforceable.  In the event that a claim for indemnification  against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by a director,  officer or controlling  person of the
          Registrant  in  the  successful   defense  of  any  action,   suit  or
          proceeding)  is  asserted  by such  director,  officer or  controlling
          person  in  connection  with  the  securities  being  registered,  the
          Registrant  will,  unless in the opinion of its counsel the matter has
          been  settled  by  controlling   precedent,   submit  to  a  court  of
          appropriate  jurisdiction the question whether such indemnification by
          it is  against  public  policy  as  expressed  in the Act and  will be
          governed by final adjudication of such issue.
SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Minneapolis and State of Minnesota, on the 17th
day of June, 1996.

                            ZOMAX OPTICAL MEDIA, INC.
                               (the "Registrant")

                            By /s/ James T. Anderson
                               James T. Anderson, President and
                               Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

                               (Power of Attorney)

         Each of the undersigned  constitutes and appoints JAMES T. ANDERSON and
STEPHAN P. JONES his true and lawful  attorney-in-fact  and agent,  each  acting
alone, with full powers of substitution and  resubstitution,  for him and in his
name,  place  and  stead,  in any  and all  capacities,  to sign  the  Form  S-8
Registration  Statement of Zomax Optical Media,  Inc.  relating to the Company's
1996 Employee Stock  Purchase Plan and any or all  amendments or  post-effective
amendments to the Form S-8  Registration  Statement,  and to file the same, with
all exhibits  thereto,  and other  documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  each acting alone,  full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as fully to all intents and purposes as the undersigned might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents, each acting alone, or their substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

         Signature                      Title                         Date

/s/ James T. Anderson     President, Chief Executive Officer      June 17, 1996
James T. Anderson         and Director (principal executive
                          officer)

/s/ Phillip T. Levin      Director                                June 17, 1996
Phillip T. Levin

/s/ Stephan P. Jones      Chief Financial Officer and Secretary   June 17, 1996
Stephan P. Jones          (principal financial and accounting
                          officer)
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            ZOMAX OPTICAL MEDIA, INC.

                         Form S-8 Registration Statement

                             E X H I B I T    I N D E X

Exhibit
Number            Exhibit Description

 5                Opinion and Consent of counsel re securities under the Plan
23.1              Consent of counsel (See Exhibit 5)
23.2              Consent of independent public accountants
24                Power of attorney (See signature page)