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July 8, 2005

Furnished via EDGAR

Securities and Exchange Commission

ATTN:  Mr.
Larry Spirgel

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, DC  20549

Re:          Zomax Incorporated

Form 10-K for the Fiscal
Year ended December 31, 2004

Filed March 31, 2005

Form 10-Q for the fiscal
quarter ended April 1, 2005

File No. 000-28426

Dear Mr. Spirgel:

Please find below Zomax
Incorporated’s responses to comments noted in your letter to Zomax Incorporated
dated June 23, 2005.  It is our
understanding based on our telephone conversation of June 27th,with
Mr. Adam Washecka, that our responses to your May 10, 2005 comment letter that
are not the subject of your June 23rd letter have been answered to
your satisfaction.

Form 10-K for the year ended December
31, 2004

Note 1. Summary of Significant
Accounting Policies, page 24

Royalties, Page 24

1.              Please refer to your response to
comment 2 and address the following additional concerns that we have:

•                  We note your added disclosure
that you accrue for potential royalties using the guidance of SFAS 5 and SPAS
14. Please disclose in detail the specific factors that you consider when
determining whether it is probable that a royalty 1iability has been incurred and
if so, the amount of the liability. In this regard, note that it is necessary
for management to first determine whether an assertion of a claim of patent
infringement is probable, then a second judgment must be made as to the degree
of probability of an unfavorable outcome. If management concludes that an
unfavorable outcome is probable and the amount of loss can be reasonably
estimated, accrual of a loss is required by paragraph 8 of SFAS No. 5. We refer
you to the guidance in paragraph 38 of SFAS No.5. Please also describe your
policy for us, in detail, in your response letter.

Our
Response: The large
majority of our reserve for potential royalty claims relates to a possible unasserted
assessment under the Company’s agreement with a patent holder with which we
have acknowledged our royalty obligation.
Accordingly, this liability is not related to potential infringement of
another party’s patent rights as referred to in the example in paragraph 38 of
SFAS No. 5, but rather our assessment that it is probable that our calculations
used to determine and remit royalty payments under this agreement could be
challenged in the future by the patent holder.
The reasons for this assessment and the basis for our estimate of the
amount of the assessment are the same as those outlined in our initial response
with respect to our adjustment to this accrual made in the 4th
quarter of 2003.

A significantly smaller
portion of our reserve for royalty claims is related to potential unasserted
claims from parties with which we do not have royalty agreements.  In particular, we have been in occasional
discussions over the past 12 to 18 months with one patent holder which we have
determined will likely be concluded in a formal agreement that will likely
cover prior periods. In this case, the amount of such liability is estimated
based on actual terms discussed in current negotiations.

•                  We note in your response letter
that you are unable to estimate an amount, or range of such amount of any
reasonably possible royalty liabilities that have not been accrued. In accordance
with paragraph 10 of SFAS 5, please disclose this fact.

Our
Response: We will add
this statement to future disclosures of our royalty accounting policy.

Form 10-Q for the quarter ending
April 1, 2005

1.              In light of the restructuring
activities that you initiated in the 1st quarter of 2005, it appears
you should have tested your long-lived assets for recoverability pursuant to paragraph
8 of SFAS 144. Please explain to us management’s consideration of this change
in circumstance when complying with the guidance in SFAS 144. If you did test
your long-lived assets for impairment tell us when and explain to us in detail
why an impairment was not recognized. If you have not tested your long-lived
assets for impairment explain to us why not.

Our Response: We completed an annual
recoverability analysis in accordance with SFAS 144 in connection with the
filing of our 2004 10-K on March 30, 2005. This assessment found that none of the impairment indicators in
paragraph 8 were met based on our assessment of the applicability of those
impairment indicators to our business and our analysis of assets subject to
possible redeployment or disposal. Therefore an impairment calculation
was not warranted. In addition we also reviewed the impairment indicators as a
part of the filing of our first quarter 2005 10Q and continued to believe that
none of the items applied based on the current restructuring activities as
discussed further below.

For purposes of our impairment
analysis, our long-lived assets are broken into two specific asset groups - North
America and Ireland - in accordance with the guidance

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provided in paragraph 10 of
SFAS 144. This determination is made primarily on the basis that:

a.               the majority of the services delivered to our
customers using the assets in each of these geographies are done so on a
bundled basis and therefore the cash flows in these geographies are not
separately identifiable to subsets of these assets; and

b.              multiple locations and related assets within
each of these geographies are marketed to, and serve our customers as a
portfolio of facilities in a common pool.

Our 2005 restructuring
activities were not initiated in response to a significant adverse change in
the market price, use or physical condition of our long-lived assets, but
rather to a modest change in our near-term business conditions in the major
geographies in which we operate.  These
activities primarily consist of media replication equipment consolidation within
our North American asset group and reductions in headcount in both North
America and Ireland.  As a part of the
consolidation efforts we have assets to be either abandoned or disposed of in
our North American asset group which were almost fully depreciated and continued
to be used into the 2nd quarter of 2005 and were accounted for as
long-lived assets to be held and used.
In accordance with paragraphs 27 and 28 of SFAS 144, the useful lives of
these assets, approximating $340,000 in aggregate carrying cost, were adjusted
to be fully depreciated as of the end of our 2nd quarter (which is
the date of abandonment) and the related value will be accounted for as a
long-lived asset to be abandoned.
Additionally, the useful lives of the remaining assets approximating $160,000
in aggregate carrying value will be depreciated over the next 12 months (their
approximate original remaining useful lives) and continue to be accounted for
as assets held and used.  In our Ireland operation,
a final strategic determination as to the possible abandonment or other
disposition of assets in this group had not been completed prior to the filing
of our 1st quarter 2005 10-Q. This analysis continued into the
second quarter of 2005 and a recoverability analysis will be completed prior to
the filing of our 10-Q for this period.

If you have any further questions or
comments, please contact me directly at 763-577-3515.

  Very truly yours,

  /s/ Robert J. Rueckl

  Robert J. Rueckl

  Chief Financial Officer

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