As filed with the Securities and Exchange Commission on March 16, 1999
                       Registration No. 33- ____________



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             Registration Statement Under the Securities Act of 1933


                                ZEMEX CORPORATION
               (Exact name of issuer as specified in its charter)


                                     CANADA
         (State or other jurisdiction of incorporation or organization)


                          CANADA TRUST TOWER, BCE PLACE
                           161 BAY STREET, SUITE 3750
                        TORONTO, ONTARIO, CANADA M5J 2S1
         (Address of principal executive offices, including postal code)


                    ZEMEX CORPORATION 1995 STOCK OPTION PLAN
                            (Full title of the plan)

                        --------------------------------

                                Patricia K. Moran
                   Corporate Secretary and Assistant Treasurer
                                Zemex Corporation
                          Canada Trust Tower, BCE Place
                           161 Bay Street, Suite 3750
                        Toronto, Ontario, Canada M5J 2S1
                                 (416) 365-8080
           (Name, address, and telephone number of agent for service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
------------------------------------------------ ------------------------------------------------------
                                    Number of      Proposed maximum    Proposed maximum     Amount of
 Title of Securities               shares to be     offering price        aggregate       registration
  to be registered                 registered        per share*         offering price*       fee
-------------------------------------------------------------------------------------------------------
<S>                                  <C>               <C>                <C>                <C>
 Common shares, no par value         529,000           $5.375             $2,830,150         $786.78

-------------------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for the purpose of determining the amount of the registration
fee pursuant to Rule 457(c), and is based on the average of the high and low
prices of the Corporation's common shares on March 15, 1999 as quoted on the New
York Stock Exchange.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents, which have been filed previously with the Securities
and Exchange Commission (the "Commission") (Commission File No. 1-228) by the
Corporation pursuant to the Securities Exchange Act of 1934, as amended, are
incorporated herein by reference in this Registration Statement:

(a) the Corporation's Annual Report on Form 10-K for the fiscal year ended
    December 31, 1997 filed with the Commission on March 31, 1998, and as
    amended by the Corporation's Annual Report on Form 10-K/A-1 filed with the
    Commission on December 9, 1998;

(b) the Corporation's Quarterly Report on Form 10-Q for the quarter ended
    September 30, 1998; and

(c) the Corporation's Quarterly Report on Form 10-Q for the quarter ended June
    30, 1998; and

(d) the Corporation's Quarterly Report on Form 10-Q for the quarter ended March
    31, 1998;

(e) the Corporation's Current Report on Form 8-K dated January 21, 1999 and
    filed with the Commission on January 22, 1999;

(f) the Corporation's Current Report on Form 8-K dated January 15, 1999 and
    filed with the Commission on January 20, 1999;

(g) the description of the Corporation's common shares set forth in the
    Registration Statement on Form S-4, as amended, which was declared effective
    on December 10, 1998 (File No. 333-65307) for Zemex Canada Corporation (the
    former name of the Corporation); and

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


                                      -2-

<PAGE>

Any statement contained herein or in a document incorporated, or deemed to be
incorporated, by reference herein, shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.     DESCRIPTION OF SECURITIES

Not applicable.


ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.


ITEM 6.     INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Corporation's bylaws provide that, subject to the limitations contained in
the Canada Business Corporations Act, the Corporation shall indemnify any
director or officer, any former director or officer, or any person who acts or
acted at the Corporation's request as a director or officer of a body corporate
of which the Corporation is or was a shareholder or creditor, and his heirs and
legal representatives, against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, reasonably incurred by
him in respect of any civil, criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a director or officer
of the Corporation or such body corporate, if

(a) he acted honestly and in good faith with a view to the best interests of
    the Corporation; and

(b) in the case of a criminal or administrative action or proceeding that is
    enforced by a monetary penalty, he had reasonable grounds for believing that
    his conduct was lawful.

The Corporation shall also indemnify such person in such other circumstances as
the Canada Business Corporations Act permits or requires. The indemnification
provided by the bylaws shall not limit the right of any person entitled to
indemnity to claim indemnity apart from the provisions of the bylaws.

The bylaws further provide that, subject to the Canada Business Corporations
Act, the Corporation may purchase and maintain insurance for the benefit of any
indemnified


                                      -3-

<PAGE>

person against such liabilities and in such amounts as the board may from time
to time determine and as are permitted by the Canada Business Corporations Act.

Under the Corporation's bylaws, provided that every director and officer of the
Corporation in exercising his powers and discharging his duties acts honestly
and in good faith with a view to the best interests of the Corporation and
exercises the care, diligence and skill that a reasonably prudent person would
exercise in comparable circumstances, no director or officer shall be liable for
the acts, receipts, neglects or defaults of any other director, officer or
employee, or for joining in any receipt or other act for conformity, or for any
loss, damage or expense happening to the Corporation through the insufficiency
or deficiency of title to any property acquired for or on behalf of the
Corporation or for the insufficiency or deficiency of any security in or upon
which any of the monies of the Corporation shall be invested, or for any loss or
damage arising from the bankruptcy, insolvency or tortious acts of any person
with whom any of the monies, securities or effects of the Corporation shall be
deposited, or for any loss occasioned by any error of judgment or oversight on
his part, or for any other loss, damage or misfortune whatever which shall
happen in the execution of the duties of his office or in relation thereto;
provided that nothing herein shall relieve any director or officer from the duty
to act in accordance with the Canada Business Corporations Act and the
regulations thereunder or from liability for any breach thereof.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
Corporation pursuant to the foregoing provisions, the Corporation has been
informed that, in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.

The Corporation maintains directors and officers liability insurance and such
insurance premiums are paid by the Corporation.

The foregoing description of certain provisions of the Corporation's bylaws is
qualified in its entirety by the actual bylaws of the Corporation as filed as an
exhibit to the Registration Statement on Form S-4 (No. 333-65307).

Subject to certain exceptions, the directors, all corporate officers and any
employees working in conjunction therewith and the heirs, assigns and estates of
such directors, officers and employees of the Corporation are insured against
claims made against them, including claims arising under the Securities Act of
1933, and caused by negligent acts, errors, omissions or breaches of duty while
acting in their capacities as such directors or officers, and


                                      -4-

<PAGE>

ITEM 7.     EXCEPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.     EXHIBITS

The exhibits listed below are listed according to the number assigned in the
table in Item 601 of Regulation S-K.

EXHIBIT NO.    DESCRIPTION OF EXHIBIT

    3(a)       Amended and Restated Certificate of Incorporation (Incorporated
               by reference from Exhibit A of the Corporation's Definitive Proxy
               Statement, filed on March 29, 1995)

    3(b)       Bylaws (incorporated by reference to Exhibit 3 to the
               Corporation's Registration Statement on Form S-4 filed on
               December 10, 1998)

      5        Opinion of Stikeman, Elliott as to the legality of the
               securities to which this registration statement relates

    23(a)      Consent of Stikeman, Elliott (contained in Exhibit 5)

    23(b)      Consent of Deloitte & Touche LLP, Toronto, Ontario

    24         Powers of Attorney (see "Signatures")

    99         Zemex Corporation 1995 Stock Option Plan (incorporated by
               reference to Exhibit A to the Corporation's Definitive Proxy
               Statement, filed on March 29, 1995)

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, as amended;

    (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, represent a fundamental change in the information set
          forth in the registration statement; and


                                      -5-
<PAGE>

   (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 the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above 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 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this registration
statement.

    (2)   That, for the purpose 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 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 the final adjudication of
such issue.


                                      -6-

<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Toronto, in the Province of Ontario, on March 17,
1999.


                                        ZEMEX CORPORATION
                                        (Registrant)




                                          By:  /s/ Richard L. Lister
                                             --------------------------------
                                             Richard L. Lister
                                             President  and  Chief  Executive
                                             Officer

Each of the undersigned hereby appoints Richard L. Lister and Allen J. Palmiere
and each of them severally, his true and lawful attorneys to execute on behalf
of the undersigned any and all amendments to this Registration Statement, and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission.

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



/s/ Peter O. Lawsonl-Johnston                Chairman of the Board
----------------------------------------     and Director
Peter O. Lawson-Johnston



/s/ Richard L. Lister                        President, Chief Executive Officer
----------------------------------------     and Director (Principal Executive
Richard L. Lister                            Officer)



/s/ Paul A. Carroll                          Director
----------------------------------------
Paul A. Carroll


                                      -7-


<PAGE>

/s/ Morton A. Cohen                          Director
----------------------------------------
Morton A. Cohen



/s/ John M. Donovan                          Director
----------------------------------------
John M. Donovan



/s/ R. Peter C. Gillin                       Director
----------------------------------------
R. Peter C. Gillin



/s/ Garth A.C. MacRae                        Director
----------------------------------------
Garth A. C. MacRae



/s/ William J. vanden Heuvel                 Director
----------------------------------------
William J. vanden Heuvel



                                             Vice President, Chief Financial
/s/ Allen J. Palmiere                        Officer and Assistant Secretary
----------------------------------------     (Principal Financial and 
Allen J. Palmiere                            Accounting Officer)


                                      -8-

<PAGE>

                                  EXHIBIT INDEX


EXHIBIT NO.    DESCRIPTION OF EXHIBIT                                 PAGE NO.

    3(a)       Amended and Restated Certificate of Incorporation
               (Incorporated by reference from Exhibit A of the
               Corporation's Definitive Proxy Statement, filed on
               March 29, 1995)

    3(b)       By-laws  (incorporated by reference to Exhibit 3 to 
               the Corporation's Registration Statement on Form S-4
               filed on December 10, 1998)

      5        Opinion of Stikeman,  Elliott as to the legality of
               the securities to which this registration statement
               relates

    24(a)      Consent of Stikeman,  Elliott (contained in 
               Exhibit 5)

    24(b)      Consent of Deloitte & Touche LLP, Toronto, Ontario

     25        Powers of Attorney (see  "Signatures")

     99        Zemex Corporation 1995 Stock Option Plan (incorporated
               byreference to Exhibit A to the Corporation's Definitive
               Proxy Statement, filed on March 29, 1995)


                                      -9-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18774}]
{"company-data": {"conformed-name": "ZEMEX CORP", "cik": "0000075644", "assigned-sic": "1400", "irs-number": "135496920", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74803", "film-number": "99569830"}, "business-address": {"street1": "CT TOWER, BCE PLACE", "street2": "161 BAY ST, STE 3750 P O BOX 703", "city": "TORONTO ONTARIO M5J", "state": "A6", "phone": "4163658080"}, "mail-address": {"street1": "CANADA TRUST TOWER", "street2": "BCE PLACE 161 BAY ST,# 3750 PO BOX 703", "city": "TORONTO ONTARIO M5J", "state": "A6"}, "former-company": {"former-conformed-name": "PACIFIC TIN CONSOLIDATED CORP", "date-changed": "19860720"}}
As filed with the Securities and Exchange Commission on March 16, 1999
                       Registration No. 33- ____________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             Registration Statement Under the Securities Act of 1933

                                ZEMEX CORPORATION
               (Exact name of issuer as specified in its charter)

                                     CANADA
         (State or other jurisdiction of incorporation or organization)

                          CANADA TRUST TOWER, BCE PLACE
                           161 BAY STREET, SUITE 3750
                        TORONTO, ONTARIO, CANADA M5J 2S1
         (Address of principal executive offices, including postal code)

                    ZEMEX CORPORATION 1995 STOCK OPTION PLAN
                            (Full title of the plan)

                        --------------------------------

                                Patricia K. Moran
                   Corporate Secretary and Assistant Treasurer
                                Zemex Corporation
                          Canada Trust Tower, BCE Place
                           161 Bay Street, Suite 3750
                        Toronto, Ontario, Canada M5J 2S1
                                 (416) 365-8080
           (Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
------------------------------------------------ ------------------------------------------------------
                                    Number of      Proposed maximum    Proposed maximum     Amount of
 Title of Securities               shares to be     offering price        aggregate       registration
  to be registered                 registered        per share*         offering price*       fee
-------------------------------------------------------------------------------------------------------
Common shares, no par value         529,000           $5.375             $2,830,150         $786.78

-------------------------------------------------------------------------------------------------------
* Estimated solely for the purpose of determining the amount of the registration
fee pursuant to Rule 457(c), and is based on the average of the high and low
prices of the Corporation's common shares on March 15, 1999 as quoted on the New
York Stock Exchange.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents, which have been filed previously with the Securities
and Exchange Commission (the "Commission") (Commission File No. 1-228) by the
Corporation pursuant to the Securities Exchange Act of 1934, as amended, are
incorporated herein by reference in this Registration Statement:

(a) the Corporation's Annual Report on Form 10-K for the fiscal year ended
    December 31, 1997 filed with the Commission on March 31, 1998, and as
    amended by the Corporation's Annual Report on Form 10-K/A-1 filed with the
    Commission on December 9, 1998;

(b) the Corporation's Quarterly Report on Form 10-Q for the quarter ended
    September 30, 1998; and

(c) the Corporation's Quarterly Report on Form 10-Q for the quarter ended June
    30, 1998; and

(d) the Corporation's Quarterly Report on Form 10-Q for the quarter ended March
    31, 1998;

(e) the Corporation's Current Report on Form 8-K dated January 21, 1999 and
    filed with the Commission on January 22, 1999;

(f) the Corporation's Current Report on Form 8-K dated January 15, 1999 and
    filed with the Commission on January 20, 1999;

(g) the description of the Corporation's common shares set forth in the
    Registration Statement on Form S-4, as amended, which was declared effective
    on December 10, 1998 (File No. 333-65307) for Zemex Canada Corporation (the
    former name of the Corporation); and

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

                                      -2-
Any statement contained herein or in a document incorporated, or deemed to be
incorporated, by reference herein, shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.     DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6.     INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Corporation's bylaws provide that, subject to the limitations contained in
the Canada Business Corporations Act, the Corporation shall indemnify any
director or officer, any former director or officer, or any person who acts or
acted at the Corporation's request as a director or officer of a body corporate
of which the Corporation is or was a shareholder or creditor, and his heirs and
legal representatives, against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, reasonably incurred by
him in respect of any civil, criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a director or officer
of the Corporation or such body corporate, if

(a) he acted honestly and in good faith with a view to the best interests of
    the Corporation; and

(b) in the case of a criminal or administrative action or proceeding that is
    enforced by a monetary penalty, he had reasonable grounds for believing that
    his conduct was lawful.

The Corporation shall also indemnify such person in such other circumstances as
the Canada Business Corporations Act permits or requires. The indemnification
provided by the bylaws shall not limit the right of any person entitled to
indemnity to claim indemnity apart from the provisions of the bylaws.

The bylaws further provide that, subject to the Canada Business Corporations
Act, the Corporation may purchase and maintain insurance for the benefit of any
indemnified

                                      -3-
person against such liabilities and in such amounts as the board may from time
to time determine and as are permitted by the Canada Business Corporations Act.

Under the Corporation's bylaws, provided that every director and officer of the
Corporation in exercising his powers and discharging his duties acts honestly
and in good faith with a view to the best interests of the Corporation and
exercises the care, diligence and skill that a reasonably prudent person would
exercise in comparable circumstances, no director or officer shall be liable for
the acts, receipts, neglects or defaults of any other director, officer or
employee, or for joining in any receipt or other act for conformity, or for any
loss, damage or expense happening to the Corporation through the insufficiency
or deficiency of title to any property acquired for or on behalf of the
Corporation or for the insufficiency or deficiency of any security in or upon
which any of the monies of the Corporation shall be invested, or for any loss or
damage arising from the bankruptcy, insolvency or tortious acts of any person
with whom any of the monies, securities or effects of the Corporation shall be
deposited, or for any loss occasioned by any error of judgment or oversight on
his part, or for any other loss, damage or misfortune whatever which shall
happen in the execution of the duties of his office or in relation thereto;
provided that nothing herein shall relieve any director or officer from the duty
to act in accordance with the Canada Business Corporations Act and the
regulations thereunder or from liability for any breach thereof.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
Corporation pursuant to the foregoing provisions, the Corporation has been
informed that, in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.

The Corporation maintains directors and officers liability insurance and such
insurance premiums are paid by the Corporation.

The foregoing description of certain provisions of the Corporation's bylaws is
qualified in its entirety by the actual bylaws of the Corporation as filed as an
exhibit to the Registration Statement on Form S-4 (No. 333-65307).

Subject to certain exceptions, the directors, all corporate officers and any
employees working in conjunction therewith and the heirs, assigns and estates of
such directors, officers and employees of the Corporation are insured against
claims made against them, including claims arising under the Securities Act of
1933, and caused by negligent acts, errors, omissions or breaches of duty while
acting in their capacities as such directors or officers, and

                                      -4-
ITEM 7.     EXCEPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.     EXHIBITS

The exhibits listed below are listed according to the number assigned in the
table in Item 601 of Regulation S-K.

EXHIBIT NO.    DESCRIPTION OF EXHIBIT

    3(a)       Amended and Restated Certificate of Incorporation (Incorporated
               by reference from Exhibit A of the Corporation's Definitive Proxy
               Statement, filed on March 29, 1995)

    3(b)       Bylaws (incorporated by reference to Exhibit 3 to the
               Corporation's Registration Statement on Form S-4 filed on
               December 10, 1998)

      5        Opinion of Stikeman, Elliott as to the legality of the
               securities to which this registration statement relates

    23(a)      Consent of Stikeman, Elliott (contained in Exhibit 5)

    23(b)      Consent of Deloitte & Touche LLP, Toronto, Ontario

    24         Powers of Attorney (see "Signatures")

    99         Zemex Corporation 1995 Stock Option Plan (incorporated by
               reference to Exhibit A to the Corporation's Definitive Proxy
               Statement, filed on March 29, 1995)

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, as amended;

    (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, represent a fundamental change in the information set
          forth in the registration statement; and

                                      -5-
(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 the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above 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 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this registration
statement.

    (2)   That, for the purpose 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 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 the final adjudication of
such issue.

                                      -6-
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Toronto, in the Province of Ontario, on March 17,
1999.

                                        ZEMEX CORPORATION
                                        (Registrant)

                                          By:  /s/ Richard L. Lister
                                             --------------------------------
                                             Richard L. Lister
                                             President  and  Chief  Executive
                                             Officer

Each of the undersigned hereby appoints Richard L. Lister and Allen J. Palmiere
and each of them severally, his true and lawful attorneys to execute on behalf
of the undersigned any and all amendments to this Registration Statement, and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission.

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

/s/ Peter O. Lawsonl-Johnston                Chairman of the Board
----------------------------------------     and Director
Peter O. Lawson-Johnston

/s/ Richard L. Lister                        President, Chief Executive Officer
----------------------------------------     and Director (Principal Executive
Richard L. Lister                            Officer)

/s/ Paul A. Carroll                          Director
----------------------------------------
Paul A. Carroll

                                      -7-
/s/ Morton A. Cohen                          Director
----------------------------------------
Morton A. Cohen

/s/ John M. Donovan                          Director
----------------------------------------
John M. Donovan

/s/ R. Peter C. Gillin                       Director
----------------------------------------
R. Peter C. Gillin

/s/ Garth A.C. MacRae                        Director
----------------------------------------
Garth A. C. MacRae

/s/ William J. vanden Heuvel                 Director
----------------------------------------
William J. vanden Heuvel

                                             Vice President, Chief Financial
/s/ Allen J. Palmiere                        Officer and Assistant Secretary
----------------------------------------     (Principal Financial and 
Allen J. Palmiere                            Accounting Officer)

                                      -8-
EXHIBIT INDEX

EXHIBIT NO.    DESCRIPTION OF EXHIBIT                                 PAGE NO.

    3(a)       Amended and Restated Certificate of Incorporation
               (Incorporated by reference from Exhibit A of the
               Corporation's Definitive Proxy Statement, filed on
               March 29, 1995)

    3(b)       By-laws  (incorporated by reference to Exhibit 3 to 
               the Corporation's Registration Statement on Form S-4
               filed on December 10, 1998)

      5        Opinion of Stikeman,  Elliott as to the legality of
               the securities to which this registration statement
               relates

    24(a)      Consent of Stikeman,  Elliott (contained in 
               Exhibit 5)

    24(b)      Consent of Deloitte & Touche LLP, Toronto, Ontario

     25        Powers of Attorney (see  "Signatures")

     99        Zemex Corporation 1995 Stock Option Plan (incorporated
               byreference to Exhibit A to the Corporation's Definitive
               Proxy Statement, filed on March 29, 1995)

                                      -9-