Registration No. 333-___________

================================================================================

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933


                               ZOMAX INCORPORATED
             (Exact Name of Registrant as Specified in its Charter)

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


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


                    Zomax Incorporated 1996 Stock Option Plan
                            (Full Title of the Plan)

                                James T. Anderson
                      President and Chief Executive Officer
                               Zomax Incorporated
                                5353 Nathan Lane
                            Plymouth, Minnesota 55442
                                 (612) 473-6262
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

                                 Melodie R. Rose
                            Fredrikson & Byron, P.A.
                            1100 International Centre
                          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 Stock Option Plan
                              Indefinite               $ 0.00                 $ 0.00                 $ 0.00
 Common Stock issuable
   upon exercise of
 options granted under
 the 1996 Stock Option
         Plan
                            700,000 shares             $27.00             $18,900,000.00            $5,254.20
        TOTAL:
                                                                                                    $5,254.20
======================== ====================== ====================== ====================== ======================
</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  last  sale  price  of the
         Registrant's Common Stock on June 21, 1999.



================================================================================


<PAGE>


         The purpose of this Registration Statement is to register additional
shares for issuance under the Registrant's 1996 Stock Option Plan. The contents
of the Registrant's Registration Statement on Form S-8, Reg. No. 333-06133, are
incorporated herein by reference.



                                   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 Plymouth and State of Minnesota, on the 24th day
of June, 1999.


                             ZOMAX INCORPORATED
                             (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
James E. Flaherty 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 Incorporated relating to the Company's 1996
Stock Option 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.
<PAGE>

         Signature                          Title                       Date


/s/  James T. Anderson             President, Chief Executive      June 24, 1999
James T. Anderson                  Officer and Director
                                   (principal executive officer)


/s/  James E. Flaherty             Chief Financial Officer         June 24, 1999
James E. Flaherty                  and Secretary
                                   (principal financial and
                                    accounting officer)


/s/  Phillip T. Levin              Chairman and Director           June 24, 1999
Phillip T. Levin


/s/  Janice Ozzello Wilcox         Director                        June 24, 1999
Janice Ozzello Wilcox


/s/  Robert Ezrilov                Director                        June 24, 1999
Robert Ezrilov


/s/  Howard P. Liszt               Director                        June 24, 1999
Howard P. Liszt





<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                               ZOMAX INCORPORATED


                         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 1996 Stock
         Option 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 STOCK OPTION PLAN", "secsgml_size_bytes": 7837}]
{"company-data": {"conformed-name": "ZOMAX INC /MN/", "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": "333-81491", "film-number": "99651808"}, "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"}, "former-company": {"former-conformed-name": "ZOMAX OPTICAL MEDIA INC", "date-changed": "19960318"}}
Registration No. 333-___________

================================================================================

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                               ZOMAX INCORPORATED
             (Exact Name of Registrant as Specified in its Charter)

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

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

                    Zomax Incorporated 1996 Stock Option Plan
                            (Full Title of the Plan)

                                James T. Anderson
                      President and Chief Executive Officer
                               Zomax Incorporated
                                5353 Nathan Lane
                            Plymouth, Minnesota 55442
                                 (612) 473-6262
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

                                 Melodie R. Rose
                            Fredrikson & Byron, P.A.
                            1100 International Centre
                          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 Stock Option Plan
                              Indefinite               $ 0.00                 $ 0.00                 $ 0.00
 Common Stock issuable
   upon exercise of
 options granted under
 the 1996 Stock Option
         Plan
                            700,000 shares             $27.00             $18,900,000.00            $5,254.20
        TOTAL:
                                                                                                    $5,254.20
======================== ====================== ====================== ====================== ======================
(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  last  sale  price  of the
         Registrant's Common Stock on June 21, 1999.

================================================================================
The purpose of this Registration Statement is to register additional
shares for issuance under the Registrant's 1996 Stock Option Plan. The contents
of the Registrant's Registration Statement on Form S-8, Reg. No. 333-06133, are
incorporated herein by reference.

                                   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 Plymouth and State of Minnesota, on the 24th day
of June, 1999.

                             ZOMAX INCORPORATED
                             (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
James E. Flaherty 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 Incorporated relating to the Company's 1996
Stock Option 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      June 24, 1999
James T. Anderson                  Officer and Director
                                   (principal executive officer)

/s/  James E. Flaherty             Chief Financial Officer         June 24, 1999
James E. Flaherty                  and Secretary
                                   (principal financial and
                                    accounting officer)

/s/  Phillip T. Levin              Chairman and Director           June 24, 1999
Phillip T. Levin

/s/  Janice Ozzello Wilcox         Director                        June 24, 1999
Janice Ozzello Wilcox

/s/  Robert Ezrilov                Director                        June 24, 1999
Robert Ezrilov

/s/  Howard P. Liszt               Director                        June 24, 1999
Howard P. Liszt
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ZOMAX INCORPORATED

                         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 1996 Stock
         Option Plan

23.1     Consent of counsel (See Exhibit 5)

23.2     Consent of independent public accountants

24       Power of attorney (See Signature Page)