UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

(Mark One)
[X]      Annual  Report  Pursuant  to  Section  13 or  15(d)  of the  Securities
         Exchange Act of 1934 For the fiscal year ended December 27, 1996

[ ]      Transition Report Under Section 13 or 15(d) of the Securities  Exchange
         Act of 1934 For the transition period from _________to__________

Commission File Number                                 0-28426

                            ZOMAX OPTICAL MEDIA, INC.
                 (Name of small business issuer in its charter)

              Minnesota                                      #41-1833089
(State or Other Jurisdiction of                              (IRS Employer
Incorporation or Organization)                             Identification No.)

                      5353 Nathan Lane, Plymouth, MN 55442
                    (Address of Principal Executive Offices)

                    Issuer's telephone number (612) 553-9300

       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:
                           Common Stock, no par value

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. YES[x] NO[ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

Issuer' revenues for its most recent fiscal year.   $12,887,050.

The  aggregate  market  value of the  voting  stock held by  non-affiliates  was
$14,668,353  based on the closing  sale price of the  Company's  Common Stock as
reported on the Nasdaq National Market on March 3, 1997.

The number of shares outstanding of the registrant's common stock as of March 3,
1997: 4,388,572 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

(1)      Portions  of the  Zomax  Optical  Media,  Inc.  1996  Annual  Report to
         Shareholders  for the year ended December 27, 1996, are incorporated by
         reference into Parts I, II and IV of this report.

(2)      Portions of the Proxy  Statement for the Annual Meeting of Shareholders
         to be held April 22, 1997, are  incorporated by reference into Part III
         of this report.

Transitional Small Business Disclosure Format (check one):  YES[  ]  NO[X]


<PAGE>



                                     PART I
ITEM 1.  DESCRIPTION OF BUSINESS.


General

         Zomax Optical Media, Inc. ("Zomax" or the "Company") is a full-service,
turnkey provider of high quality compact discs ("CDs"),  cassettes and diskettes
and  related  services  to a  wide  variety  of  customers,  including  software
publishers,   computer   manufacturers,   recording  studios,  book  publishers,
marketing groups, data base suppliers and other producers of multimedia products
for retail distribution. The Company began manufacturing CDs in 1993. To further
its reputation as a full-service  provider of multimedia products, in 1995 Zomax
acquired the cassette  manufacturing  operation from Metacom, Inc., an affiliate
of the Company and its  principal  shareholder,  and later  purchased  Metacom's
diskette manufacturing  operation. In addition to replicating information on the
CDs, cassettes and diskettes, the Company offers its customers a "one-stop shop"
with a full range of related services such as packaging design, graphics design,
printing,  packaging,  warehousing  and drop shipping.  The Company  focuses its
marketing  efforts primarily on multimedia  software  developers and independent
record  labels who desire high quality  product in a short  turn-around  time, a
high level of customer service and competitive prices.

         The Company was  incorporated  on February 22, 1996 and  completed  its
initial  public common stock  offering on May 10, 1996.  Upon  completion of the
initial public stock offering, the Company received all of the operating assets,
liabilities   and  debt  of  Zomax  Optical  Media  Limited   Partnership   (the
"Partnership")  in exchange for 2,800,000 shares of its common stock.  Since the
exchange  created  a new  reporting  entity,  the  financial  statements  of the
Partnership prior to the offering have been captioned Predecessor Partnership.

Industry

         Originally  introduced in 1982,  CD  technology  evolved from serving a
narrow  set of  applications  to being the  preferred  medium  for the  portable
storage  of  digital  information.  In 1995,  CD-Audio  and  CD-ROM  demand  was
estimated at over 1.7 billion units. Despite the surge in CD sales, the need for
audio  cassettes  and computer  diskettes  remains  strong.  As a  full-service,
turnkey multimedia  products provider,  Zomax offers its customers cassettes and
diskettes as well as CDs.

         CD-ROM and Diskette Market

         CD-ROM (compact  disc-read only memory)  technology  offers the massive
storage memory needed to integrate sound,  video,  pictures and text.  Retaining
the  standard  compact disc size, a single  CD-ROM can store  approximately  630
megabytes of information (the equivalent of 200,000 pages of text) and provide a
sophisticated  multimedia  environment of high definition  images,  data, stereo
sound,  video and text.  CD-ROM is ideally suited to applications  involving the
storage  of  large  amounts  of  stable  information  in a  form  which  can  be
distributed  to a diverse user  population,  including  businesses,  educational
institutions and consumers.

         Industry  sources report that computers can be found in 30% of all U.S.
households.  In the U.S. alone, based on industry sources, the installed base of
CD-ROM drives grew from  approximately 26.9 million in 1994 to an estimated 49.5
million by the end of 1995.  The  increasingly  widespread  presence of personal
computers that include CD-ROM drives reflects  consumer demand for  applications
that  are  generally  most  readily  available  on  CD-ROM,  such  as  software,
interactive  video  games,  retail  catalogs,  encyclopedias  and other  digital
information.  In 1994,  industry  sources  reported that 30% of retail  software
sales were on CD-ROM. In 1995, CD-ROMs are believed to have accounted for 60% of
retail software sales.  Industry sources  estimate that  approximately 1 billion
CD-ROM units were sold in 1995.
<PAGE>

         The  majority  of the  Company's  revenues  are  generated  from CD-ROM
orders.  The Company's ability to offer turnkey services  efficiently in a short
turn-around time has attracted CD-ROM customers whose  specialized  applications
typically  require more complex  production  runs than CD-Audio.  Further,  some
CD-ROM customers also need diskettes containing the same or similar information.
Few of the Company's  competitors  offer customers a "one-stop shop" for CD-ROMs
and diskettes.  The Company  estimates that the market for diskette  duplication
was over 2 billion units in 1995.

         As the  multimedia  applications  for  CD-ROMs  expand and become  more
complex,  so does the need for  improvements  in the storage  capacity of CD-ROM
units. Recently, a new format was introduced in the industry called high-density
compact disc  ("HD-CD").  HD-CDs can hold up to 14 times as much data as today's
CD-ROMs.  In addition to expanding the uses of CD ROM, HD-CD is likely to be the
format used to create CD-Videos. The Company intends to modify its equipment and
processes to  manufacture  HD-CDs as market  demand for such CDs  dictates.  The
Company's ability to make such  modifications  depends in part on its ability to
obtain  financing.  If the Company cannot obtain such financing or  successfully
make such  modifications,  it may need to delay or cancel its  plans,  which may
adversely affect its operations.

         CD-Audio and Cassette Market

         The first major  application  of CD technology  was in the  prerecorded
music market.  Approximately  3.5 billion  CD-Audio  units are estimated to have
been sold in the industry  (worldwide or U.S.) in 1995 compared to approximately
3 billion  in 1994.  Consumer  acceptance  of  CD-Audio  has been  driven by its
demonstrated  advantages over other formats in sound quality,  random  accessing
and indexing of data and by the market  penetration of CD players.  CD-Audio has
become the  standard  for home audio  systems  with 65% of U.S.  households  now
having CD-Audio players  according to industry sources.  Additional  significant
market  expansion  has  resulted  from  increased  sales of in-car and  portable
players.  Although  CD-Audio is well on its way to becoming  the standard in the
audio  market,  the audio  cassette is still  prominent  in the market with unit
shipments of almost 800 million in 1995.

         CD-Video Market

         The  Company   believes   that  full  motion   video  on  compact  disc
("CD-Video") is a logical extension of CD technology. The new HD-CDs are capable
of holding a full length  motion  picture (135 minutes) on a  standard-sized  CD
with video and audio quality superior to current  videocassette  technology.  To
achieve  this new format,  far greater  information  density will be required as
well as a new  playback  technology.  The creators of CD-Video  technology  have
agreed on a format capable of meeting the  technological  goals mentioned above.
Industry sources anticipate the market  introduction of CD-Video to occur during
1997.  Although the Company is not yet technically  capable of manufacturing the
new  format  CDs,  it  expects  to  develop  the   capability   to  offer  these
manufacturing  services. If the Company cannot secure the financing it will need
to develop the CD-Video manufacturing capability, or successfully implement such
capability, its operations may be adversely affected.


<PAGE>

Manufacturing

         Compact Discs

         A compact disc is an injection  molded plastic product that has digital
information  stored on it through a series of  microscopic  indentations  called
"pits" that can be "read" by a laser. The CD  manufacturing  process consists of
three stages:  (i)  preproduction  which involves  pre-mastering,  mastering and
electroplating,  (ii) replication using a fully integrated  robotic line process
and printing using high speed six-color printing presses and (iii) packaging and
fulfillment. Except for preproduction, the manufacturing process is the same for
both CD-Audio and CD-ROM.  The Company owns five inline  compact disc  machines,
each of which  integrates  the molding,  metalizing,  lacquering  and inspection
processes.  The machines feature full robotics and automated  computer  controls
and can run 24 hours a day  depending  on the  number  of orders  and  amount of
downtime,  if any.  Each machine has a  theoretical  capacity of over  5,000,000
units per year;  however, a more practical  capacity is approximately  4,000,000
units per year. In addition to maintenance  and repairs,  the actual capacity is
impacted by the  quantity of each CD  manufactured.  The larger the run size per
title, the less impact the setup time has upon actual capacity.

         Cassettes

         Audio cassettes are mass-duplicated  from a master tape which is run on
an endless loop on a high speed  duplicating  system  comprised of a master unit
which feeds audio  programming to "slave" units.  The slave units make copies as
the master unit runs and reruns the tape,  creating large reels or "pancakes" of
tape recorded with information. The tape is then fed into cassette loaders which
remove the  duplicated  tape off the reel and place it into  cassette  housings.
These  housings are then labeled or imprinted  and combined with  graphics.  The
final step in the  manufacturing  process is the  packaging  and shipping of the
cassettes.

         Diskettes

         The computer  diskette is  duplicated  on multiple  duplicating  drives
which are connected to a PC-based  controller.  The master diskette is read into
the system and the controller  sends the image of the master to each duplicating
drive.  The operator  loads blank  diskettes  into a hopper on each  duplicating
drive and the system writes the  information to the blank diskettes and verifies
the duplication. Each drive can duplicate and verify a full diskette in about 12
seconds.  After  duplication,  the diskettes are labeled at a labeling  machine.
After labeling,  if the order calls for several diskettes to be assembled into a
multi-disk  set, the diskettes are collated by an automatic  collator  which can
handle sets of up to six diskettes in a single  operation.  Diskettes or sets of
diskettes are retail packaged as necessary.

Sales and Marketing

         The Company markets and sells its multimedia products and services to a
wide   variety   of   customers,   including   software   publishers,   computer
manufacturers,  recording  studios and other producers for retail  distribution,
book  publishers,  marketing  groups and data base suppliers.  Zomax focuses its
marketing  efforts  primarily  on a niche  of  various  media  markets,  such as
multimedia  software  publishers and  independent  record  labels,  that require
personal  service,  flexibility,  fast turn-around time and the turnkey services
the  Company  offers  such  as  packaging  design,  graphics  design,  printing,
packaging, warehousing and drop shipping.

         The Company  has  obtained  select  authorized  replicator  status with
Microsoft,  Inc. that allows the Company to replicate  Microsoft(R) products for
Gateway 2000, a licensee of Microsoft(R)  products. In addition, the Company has
passed the  rigorous  testing  required to become an  Apple(R)-approved  vendor,
however, no significant sales to date have resulted from attaining this status.


<PAGE>

         The Company's major customers include Gateway,  a major manufacturer of
IBM-compatible  personal computers,  and Metacom, a supplier of audio cassettes.
Metacom is a  significant  shareholder  of the Company and an  affiliate  of the
Company's  Chairman of the Board,  Phillip T. Levin.  In 1996 and 1995,  Gateway
accounted for 26.1% and 15.9% of the Company's total revenues, respectively, and
Metacom   accounted  for  8.6%  and  19.1%  of  the  Company   total   revenues,
respectively..  In 1996,  Triad/Compass  Productions  accounted for 11.8% of the
Company's total revenues.

         The Company's  sales  representatives  are  responsible for maintaining
relationships   with  their  existing  customers  and  developing  new  business
relationships.  The sales  representatives  are supported by a customer  service
staff that is responsible  for ensuring that each order is processed on a timely
basis,  that all required support materials are in place and that quality levels
are achieved.

         Competition

         Competition is intense in the multimedia  products and services market.
The industry,  in general, is experiencing growth,  evidenced by the increase in
the number of businesses becoming CD manufacturers,  a trend which may continue.
There are a number of national and regional  companies  which  manufacture  CDs,
cassettes and  diskettes,  many with  significantly  greater  resources than the
Company.

         CD-ROM  and  CD-Audio   manufacturing  is  dominated  by  manufacturing
organizations affiliated with major international music companies, such as Sony,
PolyGram,  Warner,  BMG and EMI.  Independent  record  producers  are  generally
serviced by the "non-affiliated" or independent CD manufacturers  (including the
Company) because of their smaller average unit runs and their greater need for a
broad range of services such as pre-mastering,  mastering replicating, packaging
and shipping in addition to short  turn-around  times.  The major  international
music company CD  manufacturers  and independent CD  manufacturers  collectively
produced a majority of the 1994  worldwide  output of CD-ROM and  CD-Audio.  The
remaining 1994 CD-ROM and CD-Audio  worldwide  output was produced by many small
and  medium  scale CD  manufacturing  operations.  In the  U.S.,  the  Company's
independent  competitors  include  Disctronics,   Inc.   ("Disctronics"),   Disc
Manufacturing Inc. (a subsidiary of Quixote  Corporation)  ("DMI"), JVC America,
Inc., Denon Electronics,  Inc., KAO Infosystems  Company ("KAO"),  Imation Corp.
and Nimbus CD International, Inc.

         The Company  believes  that the  principal  competitive  factors in its
market are quality, service, reliability,  price and timely delivery of product.
The  Company  believes  that it competes  favorably  with its  competitors  with
respect to each of these  factors.  To enhance  its  competitive  position,  the
Company  also  offers a full range of services to  customers  including  design,
preparation and printing of artwork and packaging, warehousing and shipping. The
Company also believes that its  competitive  position is enhanced by its ability
to provide its customers  with both cassettes and diskettes as well as CDs. With
the increased  production capacity in the market, CD prices have declined and CD
pricing has become an  increasingly  important  factor in obtaining  sales.  The
Company  believes  that the quality of its products and services and its ability
to  accommodate  tight  delivery  schedules  to some  extent  offset  the  price
competition currently existing in the market.

         Other existing  technologies  also compete with the Company's  products
which deliver digital  information.  Portable media, such as digital audio tape,
digital compact cassette and mini-disc have already been introduced commercially
but have not yet achieved widespread consumer acceptance. In addition,  one-time
recordable CDs ("CD-R") are available and are often used to replicate  short run
products  that are more  expensive to  manufacture  in the  traditional  manner.
Electronic  on-line  delivery  of  digital  information,  such  as  through  the
Internet, is also a potential future competitor of CD-ROM.


<PAGE>

Proprietary Rights

         Zomax,  like most  other CD  manufacturers,  uses  patented  technology
primarily under nonexclusive licenses.  These licenses generally provide for the
payment  of  royalties  based  upon  the  number,  size  and use of CDs sold and
terminate  either upon the  expiration of the patent being licensed or on a date
certain.

         Zomax currently has license  agreements with U.S.  Philips  Corporation
("Philips") and Discovision  Associates  ("DVA").  The Philips license grants to
Zomax a non-exclusive,  non-transferable  license to make, use and sell licensed
products in the United  States.  The license  further  provides  that any patent
rights not yet licensed which are essential to the manufacturing, use or sale of
licensed  products,  which Sony or Philips may  acquire in the  future,  will be
licensed to Zomax on  reasonable,  non-discriminatory  terms.  Under the license
agreement,  Zomax is obligated to make certain royalty payments to Philips.  The
amount of the payment is  determined  by the number of CDs  manufactured,  their
size and their use. The Company's license from Philips expires in 2006.

         Similarly,  DVA has  granted  Zomax a  non-exclusive,  royalty  bearing
license to make, use, rent, lease or sell CDs which make use of the DVA patents.
The  royalty  payments  due under the DVA  license  depends of the number of CDs
manufactured,  their size and their use.  The term of the DVA license  continues
until the expiration of the last DVA patent.

         In July 1995,  the  Company  received a notice  from a French  company,
Thomson,  which  claims  that it also owns  rights to  certain  US  patented  CD
manufacturing technology. This notice also offered the Company a license to such
technology  on terms  similar to those of the licenses  with Philips and DVA. If
Thomson  were to pursue any action  against the Company,  it is expected  that a
license could be negotiated  and the results would not a material  effect on the
Company's financial position or results of operations,  although there can be no
assurance  that a license could be negotiated on terms  favorable to the Company
or at all. If the Company is  unsuccessful in negotiating a license with Thomson
and if the Company is found to have infringed the Thomson  patents,  the Company
may be required to pay damages to Thomson.

         The Company has received  trademark  registrations  in the U.S. for the
name "Zomax Optical Media" and for the logo containing the same name.

Employees

         The  Company  has  approximately  150  full-time  employees  and  hires
temporary  employees as the need arises. The Company currently operates 24 hours
a day,  seven days a week.  The Company  believes  that its  relations  with its
employees are good.  None of the Company's  employees is covered by a collective
bargaining agreement. Pursuant to a Services Agreement with Metacom, the Company
receives for cost certain management  information and related computer services.
The Company has begun the process of moving such  services  in-house and expects
to complete  such move  during  1997.  See  "Certain  Relationships  and Related
Transactions."

Cautionary Statements

         Certain of the statements contained herein and in the Annual Report are
forward looking, based on current expectations and are made pursuant to the safe
harbor  provisions  of the  Private  Securities  Reform  Act of 1995.  As stated
therein,  there are certain important factors that could cause results to differ
materially from those anticipated by those  statements.  Investors are cautioned
that all forward-looking statements involve risk and uncertainty.


<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY

         The Company shares a manufacturing,  office and warehouse facility with
Metacom and another affiliate of Mr. Levin, the Company's Chairman of the Board.
The  facility is owned by Metacom and the Company  leases space from it pursuant
to a lease which expires on December 31, 1997, but is subject to three renewals,
each for a  three-year  period,  at the option of Zomax.  The  Company  occupies
approximately  9,000  square  feet  of  office  space,  11,000  square  feet  of
production  space and 43,000 square feet of warehouse  space.  Also, the Company
has the  option  to rent  additional  office  and  warehouse  space as its needs
dictate and expects it will exercise  such option as it expands its  operations.
Management  believes this arrangement  will provide adequate  facilities for the
Company for the foreseeable future.


ITEM 3.  LEGAL PROCEEDINGS

         The Company is not a party to any litigation that would have a material
adverse effect on its financial condition or results of operation.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of 1996.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The  information  required by this item is  contained  in the  section  entitled
"Common  Stock"  appearing  on  page  19  of  the  Company's  Annual  Report  to
Stockholders  for  the  year  ended  December  27,  1996.  Such  information  is
incorporated herein by reference.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The  information  required by this item is  contained  in the  section  entitled
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operation"  beginning on page 5 of the Company's  Annual Report to  Stockholders
for the year ended December 27, 1996. Such information is incorporated herein by
reference.

ITEM 7.  FINANCIAL STATEMENTS

The  information  required by this item is contained  in the  sections  entitled
"Balance Sheets", "Statements of Operations," Statements of Changes in Partners'
Capital  and  Shareholders'  Equity,"  "Statements  of Cash  Flows,"  "Notes  to
Financial  Statements" and Report of Independent Public Accountants beginning on
page 8 of the  Company's  Annual  Report  to  Stockholders  for the  year  ended
December 27, 1996. Such information is incorporated herein by reference.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

Not applicable.



<PAGE>



                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16A OF THE EXCHANGE ACT

The information  concerning the Company's  directors and executive  officers and
compliance with Section 16(a) required by this item is contained in the sections
entitled  "Election  of  Directors,"  "Executive  Officers of the  Company"  and
"Compliance  with Section 16(a) of the Exchange Act," appearing in the Company's
Proxy  Statement to be delivered to  stockholders  in connection with the Annual
Meeting of Stockholders to be held on April 22, 1997.
Such information is incorporated herein by reference.

ITEM 10.  EXECUTIVE COMPENSATION

The  information  required by this item is  contained  in the  section  entitled
"Executive  Compensation"  appearing  in the  Company's  Proxy  Statement  to be
delivered to  stockholders in connection with the Annual Meeting of Stockholders
to be held on April  22,  1997.  Such  information  is  incorporated  herein  by
reference.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  information  required by this item is contained  in the  sections  entitled
"Principal  Shareholders  and  Management   Shareholdings  "  appearing  in  the
Company's Proxy Statement to be delivered to stockholders in connection with the
Annual Meeting of Stockholders to be held on April 22, 1997. Such information is
incorporated herein by reference.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  information  required by this item is  contained  in the  section  entitled
"Certain  Transactions"  appearing  in  the  Company's  Proxy  Statement  to  be
delivered to  stockholders in connection with the Annual Meeting of Stockholders
to be held on April  22,  1997.  Such  information  is  incorporated  herein  by
reference.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

The  following  exhibits  are  included  in this  report:  See  "Exhibit  Index"
immediately following the signature page of this Form 10-KSB.

(b)   Reports on Form 8-K.

No reports on Form 8-K were filed during the fourth quarter of 1996.
Subsequently,  the  Company  filed a Form 8-K dated March 17, 1997 to report the
proposed acquisition of Benchmark Media Services, Inc.


<PAGE>



                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                ZOMAX OPTICAL MEDIA, INC.

Date:  March 25, 1997

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

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated below.

Each person whose  signature  appears below  constitutes  and appoints  James T.
Anderson and James E. Flaherty as the undersigned's true and lawful attorneys-in
fact and  agents,  each  acting  alone,  with  full  power of  substitution  and
resubstitution,  for the undersigned and in the  undersigned's  name,  place and
stead,  in any and all  amendments  to this Annual  Report on Form 10-KSB and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and  Exchange  Commission,  granted  unto said
attorney's-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  said
attorneys-in-fact   and  agents,   each  acting  alone,  or  his  substitute  or
substitutes, may lawfully do or cause to be done by virtue thereof.

Name                                   Title                              Date

/s/ James T. Anderson        President, Chief Executive Officer   March 25, 1997
James T. Anderson            and Director (principal executive
                             officer)

/s/James E. Flaherty         Chief Financial Officer              March 25, 1997
James E. Flaherty            and Secretary (principal financial
                             and accounting officer)

/s/Phillip T. Levin          Chairman of the Board                March 25, 1997
Phillip T. Levin

/s/Robert Ezrilov            Director                             March 25, 1997
Robert Ezrilov

/s/Howard P. Liszt           Director                             March 25, 1997
Howard P. Liszt

/s/Janice Ozzello Wilcox     Director                             March 25, 1997
Janice Ozzello Wilcox


<PAGE>


                            ZOMAX OPTICAL MEDIA, INC.
                          EXHIBIT INDEX TO FORM 10-KSB

For the fiscal year ended:                                  Commission File No.
December 27, 1996                                                 0-28426

Exhibit
Number   Description
2.1               Form of Stock Purchase Agreement (1)
3.1               Articles of Incorporation (1)
3.2               Bylaws (1)
4.1               Form of Stock Certificate (1)
4.2               Articles of Incorporation (1)
4.3               Bylaws (1)
4.4               Form of  Representative Warrant (1)
10.1              1996 Stock Option Plan and forms of Incentive Stock Option and
                  Non-qualified Option Agreements (1)*
10.2              1996 Employee Stock Purchase Plan (1)*
10.3              Manufacturing Agreement between the Company and Metacom, Inc.
                  dated January 1, 1995 (1)
10.4              Services Agreement between the Company and Metacom, Inc. dated
                  January 1, 1995 (1)
10.5              Lease between the Company and Metacom, Inc. dated January 1,
                  1995 (1)
10.6              Employment Agreement with James T. Anderson dated March 1,
                  1996 (1)*
10.7              License Agreement with U.S. Phillips Corporation effective 
                  January 1, 1996 (1)
10.8              License Agreement with Discovision Associates dated January 1,
                  1994 (1)
10.9              Loan and Security Agreement with Phoenixcor, Inc. dated 
                  May 24, 1993 (1)
10.10             Loan and Security Agreement with Phoenixcor, Inc. dated 
                  July 22, 1993 (1)
10.11             Loan and Security Agreement with Phoenixcor, Inc. dated
                  February 10, 1994 (1)
10.12             Loan and Security Agreement with Phoenixcor, Inc. dated
                  July 5, 1995 (1)
10.13             Promissory Note issued by the Company to Norwest Equipment
                  Finance, Inc. dated May 22, 1996 and related documents (1)
10.14             Revolving Credit and Term Loan Agreement between the
                  Company and Marquette Capital Bank dated December 31, 1995 (1)
10.15             Amendment to Manufacturing Agreement between the Company
                  and Metacom Inc. dated January 31, 1997.
11                Computation of Earnings Per Share
13.1              Portions of Annual Report to Stockholders for the year ended
                  December 27, 1996
23.1              Consent of Arthur Andersen LLP
24                Power of Attorney (included on signature page of this report)
27                Financial Data Schedule (included in electronic version only)
 .                 (1)   Incorporated by reference to the corresponding exhibit
                        numbers to S-1 Registration Statement, SEC File No.
                        333-2430.

*Management agreement or compensatory plan or arrangement.