As filed with the Securities and Exchange Commission on June 16,
1995 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)

           Delaware                           13-5496920
(State or other jurisdiction of  (I.R.S. Employer Identification No.)
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)
               ___________________________________
                                

                        Allen J. Palmiere
 Vice President, Chief Financial Officer and Assistant Secretary
                        ZEMEX CORPORATION
                  Canada Trust Tower, BCE Place
                   161 Bay Street, Suite 3750
                Toronto, Ontario, M5J 2S1, Canada
                         (416) 365-8080
   (Name, address, and telephone number of agent for service)

                                
                 Calculation of Registration Fee

                                                                
Title of                                                                  
Securities                    Proposed maximum  Proposed maximum  Amount of
to be           Amount to be  offering price    aggregate         registration
registered      registered    per share*        offering price*   fee
                                                                
                                                                
Capital Stock                                                   
par value       300,000       $9.375 per        $2,812,500        $969.83
$1.00           shares        share
                                                                
*    Estimated pursuant to Rule 457(c), solely for the purpose of
calculating the registration fee based on the average of the high
and  low prices of the Capital Stock as reported on the New  York
Stock Exchange consolidated reporting system on June 7, 1995.
                             
                             
                             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, 1994;

(b) the  Corporation's  Quarterly Report  on  Form  10-Q  for  the
    quarter ended March 31, 1995; and

(c) the  description of capital stock set forth in Item 4  of  the
    Registration  Statement  on Form  8-B  filed  by  Pacific  Tin
    Consolidated  Corporation (the former name of the Corporation)
    on April 30, 1986.

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 from the date of filing of such documents with
the Commission.


Item 4.   Description of Securities

Not applicable.


Item 5.   Interests of Named Experts and Counsel

Not applicable.


Item 6.   Indemnification of Officers and Directors

Section  145 of the Delaware General Corporation Law  empowers  a
corporation to indemnify any person who was or is a party  or  is
threatened  to  be  made  a party to any threatened,  pending  or
completed  action, suit or proceeding by reason of the fact  that
he  is  or  was  serving at the request of the corporation  as  a
director,  officer, employee or agent of another  corporation  or
enterprise.   Section 145 also allows a corporation  to  purchase
and maintain insurance on behalf of any such person.

Article  VIII of the Corporation's articles of incorporation,  as
amended, reads as follows:

          The  Corporation shall, to the fullest  extent
          permitted  by Delaware law, as in effect  from
          time to time, indemnify any person against all
          liability  and  expense (including  attorneys'
          fees)  incurred by reason of the fact that  he
          is  or  was  a  director  or  officer  of  the
          Corporation  or, while serving at the  request
          of  the  Corporation  as a director,  officer,
          partner  or  trustee of,  or  in  any  similar
          managerial  or fiduciary position  of,  or  an
          employee  or  agent  of, another  corporation,
          partnership,     joint     venture,     trust,
          association,   or   other  entity.    Expenses
          (including   attorneys'  fees)   incurred   in
          defending  an action, suit, or proceeding  may
          be  paid by the Corporation in advance of  the
          final  disposition of such  action,  suit,  or
          proceeding to the fullest extent and under the
          circumstances permitted by Delaware law.   The
          Corporation   may   purchase   and    maintain
          insurance  on behalf of any person who  is  or
          was  a director, officer, employee, fiduciary,
          or   agent  of  the  Corporation  against  any
          liability  asserted against  and  incurred  by
          such  person in any such capacity  or  arising
          out  of such person's position, whether or not
          the  Corporation  would  have  the  power   to
          indemnify  against  such liability  under  the
          provisions   of   the   Article   VIII.    The
          indemnification provided by this Article  VIII
          shall  not  be deemed exclusive of  any  other
          rights  to  which  those  indemnified  may  be
          entitled    under    this    Certificate    of
          Incorporation, any by-law, agreement, vote  of
          stockholders   or   disinterested   directors,
          statute, or otherwise, and shall inure to  the
          benefit   of   their  heirs,  executors,   and
          administrators.    The  provisions   of   this
          Article  VIII shall not be deemed to  preclude
          the   Corporation   from  indemnifying   other
          persons  from  similar or other  expenses  and
          liabilities as the board of directors  or  the
          stockholders  may  determine  in  a   specific
          instance   or   be   resolution   of   general
          application.   Any repeal or  modification  of
          this  Article VIII by the shareholders of  the
          Corporation  shall  not adversely  affect  any
          right  or protection of a director or  officer
          of  the  Corporation existing at the  time  of
          such repeal or modification.
          
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 the Corporation is insured  to  the
extent that it shall have indemnified the directors and officers
for  such loss.  The premiums for such insurance are paid by the
Corporation.


Item 7.   Exemption 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)     By-laws (incorporated by reference to Exhibit 3
             to the Corporation's Quarterly Report on Form
             10-Q for the quarter ended March 31, 1988)
             
     5       Opinion of Davis, Graham & Stubbs, L.L.C.  as
             to the legality of the securities to which this
             registration statement relates
             
   24(a)     Consent of Davis, Graham & Stubbs (contained in
             Exhibit 5)
             
   24(b)     Consent of Deloitte & Touche, Toronto, Ontario
             
     25      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

     (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.
     
     
                           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, the Province of Ontario,  on
June 15, 1995.


                                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 Lawson-Johnston        Chairman of the Board
Peter Lawson-Johnston           and Director



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



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



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



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



/s/Thomas B. Evans, Jr.         Director
Thomas B. Evans, Jr.



/s/Ned Goodman                  Director
Ned Goodman



/s/Patrick H. O'Neill           Director
Patrick H. O'Neill



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



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


                      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 Quarterly Report  on
            Form  10-Q  for the quarter  ended
            March 31, 1988)
                                               
     5      Opinion   of   Davis,   Graham   & 
            Stubbs,  L.L.C. as to the legality
            of  the  securities to which  this
            registration statement relates
                                               
   24(a)    Consent   of   Davis,   Graham   & 
            Stubbs,   L.L.C.   (contained   in
            Exhibit 5)
                                               
   24(b)    Consent   of  Deloitte  &  Touche, 
            Toronto, Ontario
                                               
    25      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)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17622}]
{"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": "033-60291", "film-number": "95547459"}, "business-address": {"street1": "BCE PLACE", "street2": "161 BAY STREET STE 3750", "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"}, "former-company": {"former-conformed-name": "PACIFIC TIN CONSOLIDATED CORP", "date-changed": "19860720"}}
As filed with the Securities and Exchange Commission on June 16,
1995 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)

           Delaware                           13-5496920
(State or other jurisdiction of  (I.R.S. Employer Identification No.)
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)
               ___________________________________
                                

                        Allen J. Palmiere
 Vice President, Chief Financial Officer and Assistant Secretary
                        ZEMEX CORPORATION
                  Canada Trust Tower, BCE Place
                   161 Bay Street, Suite 3750
                Toronto, Ontario, M5J 2S1, Canada
                         (416) 365-8080
   (Name, address, and telephone number of agent for service)

                                
                 Calculation of Registration Fee

                                                                
Title of                                                                  
Securities                    Proposed maximum  Proposed maximum  Amount of
to be           Amount to be  offering price    aggregate         registration
registered      registered    per share*        offering price*   fee
                                                                
                                                                
Capital Stock                                                   
par value       300,000       $9.375 per        $2,812,500        $969.83
$1.00           shares        share
                                                                
*    Estimated pursuant to Rule 457(c), solely for the purpose of
calculating the registration fee based on the average of the high
and  low prices of the Capital Stock as reported on the New  York
Stock Exchange consolidated reporting system on June 7, 1995.
                             
                             
                             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, 1994;

(b) the  Corporation's  Quarterly Report  on  Form  10-Q  for  the
    quarter ended March 31, 1995; and

(c) the  description of capital stock set forth in Item 4  of  the
    Registration  Statement  on Form  8-B  filed  by  Pacific  Tin
    Consolidated  Corporation (the former name of the Corporation)
    on April 30, 1986.

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 from the date of filing of such documents with
the Commission.

Item 4.   Description of Securities

Not applicable.

Item 5.   Interests of Named Experts and Counsel

Not applicable.

Item 6.   Indemnification of Officers and Directors

Section  145 of the Delaware General Corporation Law  empowers  a
corporation to indemnify any person who was or is a party  or  is
threatened  to  be  made  a party to any threatened,  pending  or
completed  action, suit or proceeding by reason of the fact  that
he  is  or  was  serving at the request of the corporation  as  a
director,  officer, employee or agent of another  corporation  or
enterprise.   Section 145 also allows a corporation  to  purchase
and maintain insurance on behalf of any such person.

Article  VIII of the Corporation's articles of incorporation,  as
amended, reads as follows:

          The  Corporation shall, to the fullest  extent
          permitted  by Delaware law, as in effect  from
          time to time, indemnify any person against all
          liability  and  expense (including  attorneys'
          fees)  incurred by reason of the fact that  he
          is  or  was  a  director  or  officer  of  the
          Corporation  or, while serving at the  request
          of  the  Corporation  as a director,  officer,
          partner  or  trustee of,  or  in  any  similar
          managerial  or fiduciary position  of,  or  an
          employee  or  agent  of, another  corporation,
          partnership,     joint     venture,     trust,
          association,   or   other  entity.    Expenses
          (including   attorneys'  fees)   incurred   in
          defending  an action, suit, or proceeding  may
          be  paid by the Corporation in advance of  the
          final  disposition of such  action,  suit,  or
          proceeding to the fullest extent and under the
          circumstances permitted by Delaware law.   The
          Corporation   may   purchase   and    maintain
          insurance  on behalf of any person who  is  or
          was  a director, officer, employee, fiduciary,
          or   agent  of  the  Corporation  against  any
          liability  asserted against  and  incurred  by
          such  person in any such capacity  or  arising
          out  of such person's position, whether or not
          the  Corporation  would  have  the  power   to
          indemnify  against  such liability  under  the
          provisions   of   the   Article   VIII.    The
          indemnification provided by this Article  VIII
          shall  not  be deemed exclusive of  any  other
          rights  to  which  those  indemnified  may  be
          entitled    under    this    Certificate    of
          Incorporation, any by-law, agreement, vote  of
          stockholders   or   disinterested   directors,
          statute, or otherwise, and shall inure to  the
          benefit   of   their  heirs,  executors,   and
          administrators.    The  provisions   of   this
          Article  VIII shall not be deemed to  preclude
          the   Corporation   from  indemnifying   other
          persons  from  similar or other  expenses  and
          liabilities as the board of directors  or  the
          stockholders  may  determine  in  a   specific
          instance   or   be   resolution   of   general
          application.   Any repeal or  modification  of
          this  Article VIII by the shareholders of  the
          Corporation  shall  not adversely  affect  any
          right  or protection of a director or  officer
          of  the  Corporation existing at the  time  of
          such repeal or modification.
          
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 the Corporation is insured  to  the
extent that it shall have indemnified the directors and officers
for  such loss.  The premiums for such insurance are paid by the
Corporation.

Item 7.   Exemption 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)     By-laws (incorporated by reference to Exhibit 3
             to the Corporation's Quarterly Report on Form
             10-Q for the quarter ended March 31, 1988)
             
     5       Opinion of Davis, Graham & Stubbs, L.L.C.  as
             to the legality of the securities to which this
             registration statement relates
             
   24(a)     Consent of Davis, Graham & Stubbs (contained in
             Exhibit 5)
             
   24(b)     Consent of Deloitte & Touche, Toronto, Ontario
             
     25      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

     (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.
     
     
                           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, the Province of Ontario,  on
June 15, 1995.

                                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 Lawson-Johnston        Chairman of the Board
Peter Lawson-Johnston           and Director

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

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

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

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

/s/Thomas B. Evans, Jr.         Director
Thomas B. Evans, Jr.

/s/Ned Goodman                  Director
Ned Goodman

/s/Patrick H. O'Neill           Director
Patrick H. O'Neill

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

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

                      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 Quarterly Report  on
            Form  10-Q  for the quarter  ended
            March 31, 1988)
                                               
     5      Opinion   of   Davis,   Graham   & 
            Stubbs,  L.L.C. as to the legality
            of  the  securities to which  this
            registration statement relates
                                               
   24(a)    Consent   of   Davis,   Graham   & 
            Stubbs,   L.L.C.   (contained   in
            Exhibit 5)
                                               
   24(b)    Consent   of  Deloitte  &  Touche, 
            Toronto, Ontario
                                               
    25      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)