UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                FORM 10-Q


(Mark One)
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                 For the quarterly period ended June 30, 1998

                                   or

[  ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                  EXCHANGE ACT OF 1934

               For the transition period from ______________ to ______________


                    Commission File Number 0-18672


                           ZOOM TELEPHONICS, INC.
          (Exact Name of Registrant as Specified in its Charter)


       Canada                                               04-2621506
       ------                                               ----------
(State or Other Jurisdiction of                           (I.R.S. Employer
 Incorporation or Organization)                          Identification No.)


207 South Street, Boston, Massachusetts                         02111
---------------------------------------                         -----
(Address of Principal Executive Offices in the U.S.)          (Zip Code)


      Registrant's Telephone Number, Including Area Code:    (617) 423-1072

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 [    ]


The number of shares outstanding of the registrant's Common Stock, No Par Value,
as of August 14, 1998 was 7,474,871 shares.



<PAGE>


                             ZOOM TELEPHONICS, INC.
                                      INDEX


                                                                         Page
                                                                         ----
Part I.  Financial Information

  Item 1.  Consolidated Balance Sheets as of June 30, 1998
               and December 31, 1997                                     

           Consolidated Statements of Operations for the Three
               Months Ending June 30, 1998 and 1997                     

           Consolidated Statements of Operations for the Six
               Months Ending June 30,1998 and 1997
                                                                          
           Consolidated Statements of Cash Flows for the Six
               Months Ending June 30, 1998 and 1997                       


           Notes to Consolidated Financial Statements                  

  Item 2.  Management's Discussion and Analysis of
               Financial Condition and Results of Operations         

Part II.  Other Information

  Item 1.  Legal Proceedings                                           

  Item 4.  Submission of Matters to a Vote of Security Holders         

  Item 6.  Exhibits and reports on Form 8-K                            





<PAGE>


PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                             ZOOM TELEPHONICS, INC.
                           Consolidated Balance Sheets

                                                  6/30/98              12/31/97
ASSETS                                          (Unaudited)            (Audited)
                                                -----------            ---------
Current assets:


Cash and cash equivalents                      $ 16,380,005        $  11,281,337

  Accounts receivable, net of reserves
   for doubtful accounts, returns, and
   allowances of $5,162,141 at 6/30/98 and
   $4,518,206 at 12/31/97                         7,617,684           13,365,413
     Inventories                                  9,862,648           12,034,349
     Recoverable income taxes                       294,378            3,793,963
     Deferred income taxes                        2,514,348            2,388,189
     Prepaid expenses and other assets              231,582              212,989
                                              -------------        -------------
                Total current assets             36,900,645           43,076,240

Property and equipment, net                       3,879,641            3,967,767
Goodwill                                          1,307,930            1,393,874
Other non-current assets                             15,515               77,392

                                              $  42,103,731        $  48,515,273
                                              =============        =============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

     Accounts payable                             1,669,798            6,204,370
     Accrued expenses                             1,284,313            1,808,308

                Total current liabilities         2,954,111            8,012,678

Stockholders' equity:

     Common stock, no par value; 25,000,000 
     shares authorized; 7,474,871 shares issued 
     and outstanding at June 30 and 7,446,842 at 
     December 31, 1997                           25,190,579           25,170,267
    Retained earnings                            13,959,041           15,332,328
                                                 -----------         -----------

               Total stockholders' equity        39,149,620           40,502,595
                                                -----------          -----------
                                                $42,103,731          $48,515,273
                                                ===========          ===========



                 See notes to consolidated financial statements

<PAGE>
                             ZOOM TELEPHONICS, INC.
                      Consolidated Statements of Operations
                                   (Unaudited)



                                                   Three Months Ending June 30,
                                                   1998                   1997
                                                  -------                -------

Net sales                                   $   12,114,906        $   12,037,134
Costs of goods sold                             10,029,523            14,486,119
                                            --------------        --------------

     Gross profit (loss)                         2,085,383           (2,448,985)

Operating expenses:
     Selling                                     2,835,152             2,172,474
     General and administrative                    974,187             1,373,989
     Research and development                    1,059,660             1,197,368
                                            --------------        --------------

         Total operating expenses                4,868,999             4,743,831
                                            --------------        --------------

     Loss from operations                      (2,783,616)           (7,192,816)

Other income, net                                  281,129               349,862
                                           --------------        ---------------

     Loss before income taxes                  (2,502,487)           (6,842,954)

Income tax benefit                               (929,620)           (2,530,848)
                                            --------------        --------------

     Net loss                               $  (1,572,867)        $  (4,312,106)
                                            ==============        ==============

Loss per common and common
   equivalent share:

     Basic                                  $        (.21)        $        (.58)
                                            ==============        ==============

     Diluted                                $        (.21)        $        (.58)
                                            ==============        ==============

Weighted average number of common
   shares outstanding:

     Basic                                       7,474,871             7,472,371
                                            ==============        ==============

     Diluted                                     7,474,871             7,472,371
                                            ==============        ==============






                 See notes to consolidated financial statements

<PAGE>

                             ZOOM TELEPHONICS, INC.
                      Consolidated Statements of Operations
                                   (Unaudited)

                                                    Six Months Ending June 30,
                                                   1998                   1997
                                                  -------                -------
  
Net sales                                   $   30,873,609        $   29,987,845
Costs of goods sold                             23,587,341            29,178,319
                                            --------------        --------------

     Gross profit                                7,286,268               809,526

Operating expenses:
     Selling                                     5,679,177             4,987,366
     General and administrative                  2,240,244             2,430,255
     Research and development                    2,027,156             2,240,712
                                            --------------        --------------

         Total operating expenses                9,946,577             9,649,333
                                            --------------        --------------

     Loss from operations                      (2,660,309)           (8,839,807)

Other income (expense), net                       480,488                478,949
                                           --------------        ---------------

     Loss before income taxes                  (2,179,821)           (8,360,858)

Income tax benefit                               (806,534)           (3,092,472)
                                            --------------        --------------

     Net loss                               $  (1,373,287)        $  (5,268,386)
                                            ==============        ==============

Loss per common and common
   equivalent share:

     Basic                                  $        (.18)        $        (.71)
                                            ==============        ==============

     Diluted                                $        (.18)         $       (.71)
                                            ==============        ==============

Weighted average number of common
   shares outstanding:


     Basic                                       7,473,683             7,465,084
                                            ==============        ==============

     Diluted                                     7,473,683             7,465,084
                                            ==============        ==============



                 See notes to consolidated financial statements


<PAGE>


                             ZOOM TELEPHONICS, INC.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

                                                   Six Months Ending June 30,
                                                   1998                  1997
                                                  ------                ------
Cash flows from operating activities:
     Net loss                                $ (1,373,287)         $ (5,268,386)
     Adjustments to reconcile net income 
      to net cash provided by operating 
      activities:
           Depreciation and amortization           498,913               437,068
           Deferred income taxes                 (126,159)                 1,319
      Changes in assets and liabilities:
         Accounts receivable                     5,747,728            10,783,856
        Inventories                              2,171,700             5,851,026
        Refundable income taxes                  3,498,777           (2,225,096)
        Prepaid expenses and other assets         (10,486)               279,877
        Accounts payable and accrued expenses  (5,058,566)           (5,309,145)
        Tax benefit from exercise of 
          non-qualified stock options                  809                78,675

         Net cash provided by
          operating activities                   5,349,429             4,629,194
                                             -------------         -------------

Cash flows from investing activity:
     Purchases of property, plant 
      and equipment                              (271,073)             (417,522)
                                            -------------         --------------

       Net cash used in 
        investing activity                       (271,073)             (417,522)
                                           --------------         --------------

Cash flows from financing activity:
     Proceeds from exercise 
      of stock options                              20,312               204,232
                                             -------------         -------------

       Net cash provided by 
        financing activity                          20,312               204,232
                                             -------------         -------------

Net increase in cash
 and cash equivalents                            5,098,668             4,415,904

Cash and cash equivalents, 
 beginning of period                            11,281,337             9,172,186
                                             -------------          ------------

Cash and cash equivalents, 
 end of period                              $   16,380,005         $  13,588,090
                                             =============        ==============


Supplemental disclosures of cash flow information:

    Cash paid during the year for:

      Interest                              $            0         $           0
                                             =============         =============
      Income taxes                                       0                     0
                                             =============         =============

                 See notes to consolidated financial statements






<PAGE>


                             ZOOM TELEPHONICS, INC.
                   Notes to Consolidated Financial Statements
                                   (Unaudited)


(1) Basis of Presentation

         The consolidated  financial statements of Zoom Telephonics,  Inc., (the
"Company")  presented  herein  have been  prepared  pursuant to the rules of the
Securities and Exchange Commission for quarterly reports on Form 10-Q and do not
include  all of the  information  and note  disclosures  required  by  generally
accepted accounting  principles.  These statements should be read in conjunction
with the consolidated financial statements and notes thereto for the year ending
December 31, 1997 included in the Company's 1997 Annual Report on Form 10-K.
         The  consolidated  balance sheet as of June 30, 1998, the  consolidated
statements  of  operations  for the three months and six months  ending June 30,
1998 and 1997, and the consolidated  statements of cash flows for the six months
ending June 30, 1998 and 1997 are unaudited,  but, in the opinion of management,
include all adjustments (consisting of normal,  recurring adjustments) necessary
for a fair presentation of results for these interim periods.
         The results of  operations  for the six months ending June 30, 1998 are
not  necessarily  indicative of the results to be expected for the entire fiscal
year ending December 31, 1998.



<PAGE>



(2)   Earnings Per Share


The  reconciliation  of the loss  numerators and  denominators  of the basic and
diluted net loss per common share  computations  for the Company's  reported net
loss is as follows:
<TABLE>
<CAPTION>




                                      Three months ending June 30,                      Six months ending June 30,

<S>                              <C>                    <C>                        <C>                    <C> 
                                      1998                   1997                       1998                   1997
                                 -------------------    -------------------       --------------------    ------------------

Basic:

   Net loss                        $ (1,572,867)          $ (4,312,106)              $ (1,373,287)         $ (5,268,386)
                                   =============          =============              =============         =============

Weighted average shares
   outstanding                         7,474,871              7,472,371                  7,473,683             7,465,084
                                       =========              =========                  =========             =========

Net loss per share                  
                                           (.21)                  (.58)                      (.18)                 (.71)
                                           =====                  =====                      =====                 =====

Diluted:

    Net loss                       $ (1,572,867)          $ (4,312,106)              $ (1,373,287)         $ (5,268,386)
                                   =============          =============              =============         =============

Weighted average shares
   outstanding                         7,474,871              7,472,371                  7,473,683             7,465,084

Net effect of dilutive
   stock options based on
   the Treasurey stock                  -                      -                         -                      -
   method using average
   market price

Weighted average shares
   outstanding                         7,474,871              7,472,371                  7,473,683             7,465,084
                                       =========              =========                  =========             =========

Net loss per share                  
                                           (.21)                  (.58)                      (.18)                 (.71)
                                           =====                  =====                      =====                 =====

</TABLE>

<PAGE>



(3) Inventories

Inventories consist of the following:            6/30/98               12/31/97

                  Raw materials                 $5,589,481            $7,261,914
                  Work in process                1,890,649             2,542,260
                  Finished goods                 2,382,518             2,230,175
                                            --------------         -------------

                                                $9,862,648           $12,034,349
                                            ==============         =============

(4) Stock Options

Proceeds from the exercise of options  granted under the Company's  stock option
plans and  income tax  benefits  attributable  to stock  options  exercised  are
credited to common stock.  During the six months  ending June 30, 1998,  options
with respect to 2,500 shares were exercised and such exercises resulted in a tax
benefit to the Company of $809.





<PAGE>


Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of  Operations


Results of Operations

            Zoom Telephonics,  Inc. ("Zoom" or "the Company") recorded net sales
of  $12,114,906  and a net loss of $1,572,867  for the Company's  second quarter
ending  June  30,  1998  compared  to  sales  of  $12,037,134  and a net loss of
$4,312,106  for the second  quarter  ending June 30,  1997.  Earnings  per share
improved to a loss of $0.21 for the second  quarter of 1998 from a loss of $0.58
for the second quarter of 1997.  Zoom's net sales for the six months ending June
30,  1998 were  $30,873,609,  with a net loss of  $1,373,287  or $.18 per share,
versus net sales of  $29,987,845  and a net loss of $5,268,386 or $.71 per share
for the six months ending June 30, 1997.

        Net sales for the quarter ending June 30, 1998 increased $77,772 or 0.6%
from the second  quarter of 1997.  Net sales for the six months  ending June 30,
1998  increased  $885,764 or 3.0% from the first six months of 1997. The Company
began  introducing  its  V.90  standard  56K  modems  in  February  1998,  which
contributed  to  increased  total unit sales for the second  quarter and for the
first six months of 1998 compared to the second  quarter and first six months of
1997, but was also  responsible for price  reductions and higher product returns
for both pre-standard 56K and 33.6K modems.

       Gross  margin  increased  to 17.2% in the  second  quarter of 1998 from a
negative 20.3% in the second quarter of 1997. This increase  reflected generally
higher  margins of 56K modems  compared  to the 33.6K  modems  sold in the prior
year,  reduced  inventory  obsolescence,   and  lower  channel  inventory  price
protection.  Inventory  obsolescence  cost was $300,300 in the second quarter of
1998  compared to $1,430,555 in the second  quarter of 1997.  Channel  inventory
price  protection  was  $922,194  in the  second  quarter  of 1998  compared  to
$1,625,272 in the second quarter of 1997. Gross margin increased to 23.6% in the
first six  months of 1998 from 2.7% in the first six  months of 1997.  The major
contributors to the six month  improvement were the same as those stated for the
second  quarter  improvement.  Inventory  obsolescence  cost was $850,300 in the
first six months of 1998 compared to $1,730,555 in the first six months of 1997.
Channel  inventory  price  protection  was $1,415,186 in the first six months of
1998 compared to $2,412,523 in the first six months of 1997.

     Selling  expenses  during the second  quarter  of 1998  increased  30.5% to
$2,835,152  or 23.4% of net sales from  $2,172,474  or 18.0% of net sales in the
second  quarter of 1997.  Selling  expenses  during the first six months of 1998
increased  14.1% to $5,679,177 or 18.4% of net sales from $4,978,365 or 16.6% of
net sales in the first six months of 1997. The increase was primarily the result
of  increased  advertising  expenses,  primarily  in  the  form  of  cooperative
advertising programs with resellers of Zoom modems.

     General  and  administrative  expenses  were  $974,187 or 8.0% of net sales
during the second  quarter of 1998  compared to $1,373,989 or 11.4% of net sales
in the  second  quarter  of  1997.  General  and  administrative  expenses  were
$2,240,244  or 7.3% of net sales during the first six months of 1998 compared to
$2,430,255  or 8.1% of net sales in the first six months of 1997.  The  decrease
for both periods was  primarily  due to reduced  expenses for  personnel and bad
debts.

     Research and development  expenses decreased 11.5% to $1,059,660 or 8.7% of
net sales during the second quarter of 1998 from $1,197,368 or 9.9% of net sales
in the second quarter of 1997. Research and development  expenses decreased 9.5%
to  $2,027,156  or 6.6% of net sales  during  the first six  months of 1998 from
$2,240,712  or 7.5% of net sales in the first six months of 1997.  The  decrease
was primarily due to higher expenses in 1997 for government approvals.


<PAGE>



The Company  experienced a net loss of $1,572,867  during the second  quarter of
1998 compared to a net loss of $4,312,106 in the second quarter of 1997. For the
six month period of 1998 the Company lost  $1,373,287  compared to a net loss of
$5,268,386 in the first six months of 1997. The improvement for both periods was
predominantly due to improved gross profit for reasons noted above.

Liquidity and Capital Resources

            Zoom ended the second  quarter of 1998 with a strong  balance sheet,
with net book  value  of  $39,149,620  or  $5.24  per  share,  and cash and cash
equivalents  of  $16,380,005.  The current ratio  improved  during the first six
months  of 1998 to 12.5  from  5.4.  Working  capital  at the end of the  second
quarter of 1998 was  $33,946,534  compared to  $35,063,562 at December 31, 1997.
The Company has  available a $5,000,000  secured  line of credit  which  expires
September 30, 1998, and is currently in discussion  for renewal.  No significant
amounts were outstanding under this line of credit as of June 30, 1998.

           Operating activities provided $5,349,429 in cash during the first six
months of 1998.  Cash was provided by the  reduction of accounts  receivable  by
$5,747,728,  the  decline of  refundable  income  taxes of  $3,498,777,  and the
reduction of inventories by $2,171,700.  The decline in accounts  receivable and
inventory was due primarily to seasonal sales volume  changes.  The reduction of
refundable  income  taxes  resulted  from the receipt by the Company of its 1997
federal tax refund.  These sources of cash were partially offset by the net loss
of $1,373,287 and the reduction of accounts  payable and other accrued  expenses
of $5,058,566.

         Zoom's  capital  expenditures  during the first six months of 1998 were
$271,073,  primarily for computer equipment.  Although the Company does not have
any significant capital  commitments,  it anticipates that it will continue with
modest investments in equipment and facilities improvements during the year.

         During the first six months of 1998,  financing activities provided the
Company  with  $20,312 of cash  proceeds  from the  exercise of  employee  stock
options.

         The  Company  believes  that its  existing  cash,  together  with funds
generated from operations and available sources of financing, will be sufficient
to meet normal working capital requirements.


<PAGE>


New Accounting Pronouncements

         In  December  1997,  the  Company  adopted  the  Financial   Accounting
Standards  Board  Statement  No.  128,  "Earnings  per Share."  (SFAS 128).  All
previously  reported  net income  (loss) per share  data have been  restated  to
conform to the  provisions of SFAS 128.  Under SFAS 128, basic net income (loss)
per  share is  computed  by  dividing  net  income  (loss)  available  to common
stockholders  by the weighted  average  number of common  shares for the period.
Diluted net income (loss) per share reflect the maximum dilution that would have
resulted  from the assumed  exercise  and share  repurchase  related to dilutive
stock  options and are  computed by dividing  net income  (loss) by the weighted
average number of common shares and all dilutive securities outstanding.

         In June 1997, the Financial Accounting Standards Board issued Statement
130 (SFAS 130),  "Reporting  Comprehensive  Income," which establishes standards
for reporting and display of  comprehensive  income and its components in a full
set of general-purpose  financial statements.  Under this concept, all revenues,
expenses,  gains and losses recognized during the period are included in income,
regardless of whether they are considered to be the results of operations of the
period.  The  Company  adopted  SFAS  130 in  March  1998  and it did not have a
material impact on the consolidated financial statements of the Company.

         In June 1997, the Financial Accounting Standards Board issued Statement
131 (SFAS  131),  "Disclosures  about  Segments  of an  Enterprise  and  Related
Information,"  which  establishes  standards  for the way that  public  business
enterprises  report  selected  information  about  operating  segments in annual
financial  statements  and  requires  that  those  enterprises  report  selected
information   about  operating   segments  in  interim   financial   reports  to
shareholders.  It also  establishes  standards  for  related  disclosures  about
products and services,  geographic  areas and major  customers.  SFAS 131, which
becomes  effective  for the Company in its year ending  December  31,  1998,  is
currently not expected to have a material  impact on the Company's  consolidated
financial  statements  and  disclosures  as the Company  does not have  multiple
reportable operating segments.

         In March 1998, the American  Institute of Certified Public  Accountants
issued  Statement  of  Position  98-1,  "Accounting  for the  Costs of  Computer
Software  Developed or Obtained for Internal Use" (SOP 98-1),  which establishes
guidelines  for the costs of all  computer  software  developed  or obtained for
internal use. SOP 98-1 is effective for the Company in 1999, and is not expected
to have a material impact on the Company's financial statements.

Year 2000 Date Conversion

         The  Company  has  implemented  a  comprehensive   Enterprise  Resource
Planning System which is fully year 2000 date  compliant.  The Company is in the
process of  implementing  new systems  for all  remaining  non mission  critical
computer  systems.  All major  conversions  are complete and the  implementation
schedule for minor systems anticipates a complete conversion prior to January 1,
2000. The Company  presently  believes that, with the completed  conversions and
anticipated  conversions to new software,  the year 2000 problem will not pose a
significant  operational  problem  to  the  Company.  However,  there  can be no
assurance  that the systems of other parties upon which the  Company's  business
also relies, including but not limited to the Company's customers and suppliers,
will  be  converted  on  a  timely  basis.  The  Company's  business,  financial
condition,  or results of operations could be materially  adversely  affected by
the  failure  of its  systems or those of other  parties to operate or  properly
manage dates beyond 1999.



<PAGE>


Other

         A portion of the Company's revenues are subject to the risks associated
with  international  sales.  Although most of the Company's  product  prices are
denominated  in the United  States  currency,  customers  in  foreign  countries
generally  evaluate  purchases of products  such as those sold by the Company on
the purchase price expressed in the customer's currency.  Therefore,  changes in
foreign  currency  exchange  rates  may  adversely  affect  the  demand  for the
Company's products.

         For a number or years Zoom has purchased  modem  chipsets from a single
supplier,  Rockwell. Zoom recently decided to also purchase chipsets from Lucent
Technologies,  with a goal of maintaining  good supply  relationships  with both
Rockwell  and  Lucent.  This  approach  has  potential  strategic  and  tactical
advantages,  but also has risks  including the  likelihood  of degrading  Zoom's
business  relationship  with  Rockwell,  the  risk  of  poor  execution  of  the
transition of some products to Lucent,  and other risks  associated with using a
new supplier  and new product  designs for modems that  represent a  significant
percentage of Zoom's revenues.


"Safe Harbor" Statement under the Private Securities Litigation 
 Reform Act of 1995

Forward-looking   statements  in  this  report,   including  without  limitation
statements relating to the adequacy of the Company's resources are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Investors are cautioned that such forward-looking statements involve risks
and uncertainties,  including without limitation: overall product demand for 56K
modems or the Company's V.90 standard 56K or K56flex(TM)  modems, the renewal of
the Company's line of credit,  potential quarterly fluctuations in the Company's
operating   results,   seasonality  of  sales,   rapid   technological   change,
competition,  the  concentration  of  the  Company's  customers,  the  Company's
dependence  upon a limited number of principal  suppliers for its modem chipsets
and on third-party assemblers,  risks associated with inventory management, risk
of product returns and  price-protection,  sales channel risks, risks associated
with  international  sales, the ability of the Company to manage its growth, the
Company's   reliance  on  key  employees,   risks  associated  with  proprietary
technology, and other risks and uncertainties indicated from time to time in the
Company's filings with the Securities and Exchange Commission.



<PAGE>


PART II - OTHER INFORMATION

ITEM 1.  - Legal Proceedings

      No material developments



ITEM 4 - Submission of Matters to a Vote of Security Holders

           Zoom held its Annual Meeting of Shareholders on June 24, 1998. At the
meeting, the shareholders approved (a) the re-election of the Board of Directors
of Zoom  Telephonics,  Inc., (b) to amend the 1990 Stock Option Plan and (c) the
appointment of KPMG Peat Marwick LLP as Zoom's independent auditors for the year
ending December 31, 1998.

(a)      Election of Directors:

Nominee                    For            Against                Abstain
--------                   ---            -------                -------

Frank B.  Manning        7,069,345            0                  128,525
Peter R.  Kramer         7,069,546            0                  128,324
Bernard Furman           7,028,046            0                  129,774
J.  Ronald Woods         7,062,846            0                  130,724
L.  Lamont Gordon        7,068,546            0                  129,324


(b)       Approval  to amend the ZOOM  Telephonics,  Inc.  Stock  Option Plan to
increase the number of shares  reserved for issuance  thereunder,  and to extend
the expiration date of the Plan from March 31, 2000 to March 31, 2008:

                           For            Against                Abstain
                           ---            -------               --------
 Approval                2,707,796        327,258                135,990


     (c) Approval of the  appointment  of KPMG Peat  Marwick LLP as  independent
auditors for the year ending December 31, 1998:


                           For             Against                Abstain
                           ---             -------                -------
Approval                 7,091,045          59,490                 38,145


<PAGE>




ITEM 6 - Exhibits and reports on Form 8-K


(a)  Exhibit                       Description                              Page
     --------                      -----------                              ----
         10.1                      1990  Stock Option Plan, as amended       

         27                        Financial Data  Schedule                  

(b) No  reports  on Form 8-K were  filed by the  Company  during the 
    quarter ending June 30, 1998



<PAGE>


                             ZOOM TELEPHONICS, INC.

                        FINANCIAL INFORMATION NOT AUDITED


The preceding  financial  information,  with the  exception of the  consolidated
balance  sheet at December  31,  1997,  has not been  audited.  However,  in the
opinion of  management,  all  material  adjustments,  consisting  only of normal
recurring  accruals  necessary  to present a fair  statement  of the results for
these  periods,  have been  reflected.  The  results  for these  periods are not
necessarily indicative of the results for the full fiscal year.




                                                             SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Company  has  duly  caused  this  report  to be  signed  on  its  behalf  by the
undersigned thereunto duly authorized.

                                                          ZOOM TELEPHONICS, INC.


Date: August 14, 1998                By:          /s/ Frank Manning
                                         ---------------------------------------
                                         Frank B.  Manning, President



Date: August 14, 1998                By:         /s/ Robert A.  Crist
                                         ---------------------------------------
                                         Robert A.  Crist, Vice President 
                                         of Finance and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)