ZOMAX OPTICAL MEDIA INC
DEFA14A, 1998-05-05
PHONOGRAPH RECORDS & PRERECORDED AUDIO TAPES & DISKS
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                            SCHEDULE 14A INFORMATION

    Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
                          of 1934 (Amendment No. ____)


Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [   ]

Check the appropriate box:

[ ] Preliminary  Proxy Statement
[ ] Confidential for Use of the Commission Only 
    (as permitted by Rule 14a-6(e)(2))         
[ ] Definitive Proxy Statement   
[X] Definitive Additional  Materials
[ ] Soliciting  Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12


                           ZOMAX OPTICAL MEDIA, INC.
                (Name of Registrant as Specified In Its Charter)


    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]   No fee required

[ ]   Fee computed on table below per Exchange Act Rules  14a-6(i)(1)
      and 0-11

1)    Title of each class of securities to which transaction applies:

2)    Aggregate number of securities to which transaction applies:

3)    Per unit  price  or  other  underlying  value  of  transaction  computed
      pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the 
      filing fee is calculated and state how it was determined):

4)    Proposed maximum aggregate value of transaction:

5)    Total fee paid:


[   ] Fee paid previously with preliminary materials.

[   ] Check box if any part of the fee is offset as  provided  by  Exchange
      Act Rule  0-11(a)(2)  and identify the filing for which the  offsetting
      fee was paid  previously.  Identify the previous filing by registration
      statement number, or the Form or Schedule and the date of its filing:
1)    Amount Previously Paid:
2)    Form, Schedule or Registration Statement No.:
3)    Filing Party:
4)    Date Filed:



<PAGE>


Zomax Optical Media, Inc.
5353 Nathan Lane
Plymouth, MN  55442



                       Notice of Change in Annual Meeting


TO THE SHAREHOLDERS OF ZOMAX OPTICAL MEDIA, INC.:

         The Annual Meeting of the Shareholders of Zomax Optical Media,  Inc., a
Minnesota  corporation  (the  "Company"),  scheduled to be held on May 14, 1998,
will be held on such date,  but due to a scheduling  conflict,  the Company will
adjourn  all  substantive  business to be  conducted  until June 11,  1998.  The
meeting, as adjourned, will be reconvened on June 11, 1998, at 3:30 p.m., at the
Lutheran Brotherhood Building, 625 Fourth Avenue South, Minneapolis, Minnesota.

         You are  cordially  invited to attend the Annual  Meeting which will be
reconvened  on June 11.  Please  note that the  actual  business  of the  Annual
Meeting  will be  addressed  on June  11,  NOT May 14.  We  apologize  for  this
inconvenience.  Whether  or not you plan to attend the  Annual  Meeting,  please
sign, date and return your proxy if you have not already done so.

                                          By Order of the Board of Directors


                                          James E. Flaherty, Secretary
                                          May 5, 1998




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