ZEMEX CORPORATION
                  Canada Trust Tower, BCE Place
                   161 Bay Street, Suite 3750
                           P.O. Box 703
                        Toronto, Ontario
                         Canada  M5J 2S1
                                
                                
            NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                          May 13, 1996



To the Shareholders:

Notice is given that the Annual Meeting of Shareholders of  Zemex
Corporation  will be held in Room C, 11th Floor,  Chemical  Bank,
270  Park  Avenue, New York, New York, 10017, on Monday  May  13,
1996 at 11:00 a.m. for the following purposes:

    (i)   to elect nine directors for the ensuing year;
    (ii)  to  ratify  the  appointment  of  independent  public
          auditors; and
   (iii)  to transact such other business as may properly  come
          before the meeting.

The  Board of Directors has fixed the close of business on  March
8,  1996 as the record date for determining shareholders entitled
to  notice of, and to vote at, the meeting.  Only shareholders of
record at the close of business on that date are entitled to vote
at the meeting.

If  you  are unable to attend the meeting in person, please  sign
and  date  the  enclosed  proxy and return  it  promptly  in  the
enclosed  envelope, which requires no postage if  mailed  in  the
United States.  Any person giving a proxy has the power to revoke
it at any time prior to its exercise at the meeting.  Even though
you execute the proxy, you may still vote your stock in person at
the  meeting.   It  is important that your stock  be  represented
regardless of the number of shares you may hold.

We hope that you can attend the meeting.



                              By Order of the Board of Directors,



                              Patricia K. Moran
                              Assistant Secretary-Treasurer

March 8, 1996