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, 1997

                                                         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, Massach                       02111
              ----------------------------------                      -----
              (Address of Principal Executive Offices in the U.S.)  (Zip Code)


                  1200 Royal Center
                  1055 West Georgia Street, Vancouver, B.C.           V6E 3P3
                  (Address of Principal Executive Offices in Canada) (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, 1997 was 7,472,371 shares.



<PAGE>


                                              ZOOM TELEPHONICS, INC.
                                                       INDEX


                                                                    Page

Part I. Financial Information

  Item 1.  Consolidated Balance Sheets as of June 30, 1997
               and December 31, 1996                                  3

           Consolidated Statements of Operations for the Three
               Months Ending June 30, 1997 and 1996                   4

           Consolidated Statements of Operations for the Six
               Months Ending June 30, 1997 and 1996                   5

           Consolidated Statements of Cash Flows for the Six
               Months Ending June 30, 1997 and 1996                   6


           Notes to Consolidated Financial Statements                 7

  Item 2.  Management Discussion and Analysis of
               Financial Condition and Results of Operations       8-10


Part II.   Other Information

   Item 1. Legal Proceedings                                         11

   Item 6.  Exhibits and Reports on Form 8-K                         11

           Signatures                                                12


<PAGE>


PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                                                       ZOOM TELEPHONICS, INC.
                                                     Consolidated Balance Sheets
<TABLE>
<CAPTION>


                                                                                          6/30/97              12/31/96

ASSETS                                                                                   (Unaudited)           (Audited)

Current assets:

<S>                                                                                   <C>                  <C>           
     Cash and cash equivalents                                                        $   13,588,090       $    9,172,186
     Accounts receivable, net of reserves
        for doubtful accounts, returns and allowances of
        $4,046,500 at 6/30/97 and $3,564,101 at 12/31/96                                   8,186,185           18,970,041
     Inventories                                                                          13,206,549           19,057,575
     Recoverable income taxes                                                              3,444,096            1,219,000
     Deferred income taxes                                                                 2,031,364            2,032,683
     Prepaid expenses and other assets                                                       275,685              532,808
                                                                                      --------------       --------------

                           Total current assets                                           40,731,969           50,984,293

Property and equipment, net                                                                4,140,702            4,081,406
Goodwill                                                                                   1,479,922            1,558,764
Other non-current assets                                                                     134,937              157,691
                                                                                             -------       --------------

                                                                                      $   46,487,530       $   56,782,154
                                                                                      ==============       ==============
<CAPTION>


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

<S>                                                                                   <C>                  <C>      
     Accounts payable                                                                      3,130,794            8,074,472
     Accrued expenses                                                                        987,258            1,352,725
                                                                                      --------------       --------------

                           Total current liabilities                                       4,118,052            9,427,197
                                                                                      --------------       --------------

Stockholders' equity:

     Common stock, no par value 25,000,000 shares  authorized;
       7,472,371 shares issued and outstanding at June 30, 1997
       and 7,446,842 at December 31, 1996                                                 25,173,375           24,890,468
     Retained earnings                                                                    17,196,103           22,464,489
                                                                                      --------------       --------------

                           Total stockholders' equity                                     42,369,478           47,354,957
                                                                                      --------------       --------------

                                                                                      $   46,487,530       $   56,782,154
                                                                                      ==============       ==============

</TABLE>

<PAGE>


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

                                                                                         Three Months Ending June  30,
                                                                                           1997                   1996

<S>                                                                                   <C>                   <C>           
Net sales                                                                             $   12,037,134        $   21,131,046
Costs of goods sold                                                                       14,486,119            17,389,160
                                                                                      --------------        --------------

     Gross profit                                                                        (2,448,985)             3,741,886

Operating expenses:
     Selling                                                                               2,172,474             1,951,639
     General and administrative                                                            1,373,989               868,914
     Research and development                                                              1,197,368               618,819
                                                                                      --------------        --------------

         Total operating expenses                                                          4,743,831             3,439,372
                                                                                      --------------        --------------

     Income (loss) from operations                                                       (7,192,816)               302,514

Other income , net                                                                           349,862                109,031
                                                                                      --------------        ---------------

     Income (loss) before income taxes                                                   (6,842,954)               411,553

Income tax expense (benefit)                                                             (2,530,848)               154,700
                                                                                      --------------        --------------

     Net income (loss)                                                                $  (4,312,106)        $      256,853
                                                                                      ==============        ==============

Income (loss) per common and common
   equivalent share:

     Primary                                                                          $        (.58)        $          .04
                                                                                      ==============        ==============

     Fully diluted                                                                    $        (.58)        $          .04
                                                                                      ==============        ==============

Average common and common equivalent
   shares outstanding:

     Primary                                                                               7,472,371             7,260,203
                                                                                      ==============        ==============

     Fully diluted                                                                         7,472,371             7,260,203
                                                                                      ==============        ==============

</TABLE>

<PAGE>
<TABLE>
<CAPTION>



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

                                                                                           Six Months Ending June  30,
                                                                                           1997                   1996

<S>                                                                                   <C>                   <C>           
Net sales                                                                             $   29,987,845        $   54,376,143
Costs of goods sold                                                                       29,178,319            42,851,337
                                                                                      --------------        --------------

     Gross profit                                                                            809,526            11,524,806

Operating expenses:
     Selling                                                                               4,978,366             4,657,227
     General and administrative                                                            2,430,255             1,696,917
     Research and development                                                              2,240,712             1,229,903
                                                                                      --------------        --------------

         Total operating expenses                                                          9,649,333             7,584,047
                                                                                      --------------        --------------

     Income (loss) from operations                                                       (8,839,807)             3,940,759

Other income (expense), net                                                                  478,949               (15,943)
                                                                                      --------------        ---------------

     Income (loss) before income taxes                                                   (8,360,858)             3,924,816

Income tax expense (benefit)                                                             (3,092,472)             1,454,700
                                                                                      --------------        --------------

     Net income (loss)                                                                $  (5,268,386)        $    2,470,116
                                                                                      ==============        ==============

Income (loss) per common and common
   equivalent share:

     Primary                                                                          $        (.71)        $          .36
                                                                                      ==============        ==============

     Fully diluted                                                                    $        (.71)        $          .36
                                                                                      ==============        ==============

Average common and common equivalent
   shares outstanding:

     Primary                                                                               7,465,084             6,783,672
                                                                                      ==============        ==============

     Fully diluted                                                                         7,465,084             6,783,672
                                                                                      ==============        ==============



</TABLE>

<PAGE>


                                               ZOOM TELEPHONICS, INC.
                                     Consolidated Statements of Cash Flows
                                                 (Unaudited)
<TABLE>
<CAPTION>

                                                                                               Six Months Ending June 30,
                                                                                           1997                  1996

<S>                                                                                   <C>                   <C>
Cash flows from operating activities:
     Net income (loss)                                                                $ (5,268,386)         $   2,470,116
     Adjustments to reconcile net income to net cash provided by
      (used in) operating activities:
      Depreciation and amortization                                                        437,068                233,472
      Deferred income taxes                                                                  1,319
       Changes in assets and liabilities:
        Accounts receivable                                                              10,783,856            10,010,813
        Inventories                                                                       5,851,026             2,386,858
        Refundable income taxes                                                         (2,225,096)           (1,760,033)
        Prepaid expenses and other assets                                                   279,877          (14,906,772)
        Accounts payable and accrued expenses                                           (5,309,145)             (236,493)
        Tax benefit from exercise of non-qualified
            stock options                                                                    78,675             1,586,362
                                                                                      -------------         -------------

             Net cash provided by (used in) operating activities                          4,629,194              (215,677)
                                                                                      -------------         --------------

Cash flows from investing activities:
      Additions to property, plant and equipment                                           (417,522)             (642,524)
                                                                                      -------------         -------------

Cash flows from financing activities:
      Net repayments under revolving bank line of credit                                          -           (2,500,000)
      Proceeds from exercise of stock options                                               204,232             2,756,655
                                                                                      -------------         -------------

             Net cash provided by financing activities                                      204,232            11,853,179
                                                                                      -------------         -------------

Net increase (decrease) in cash and cash equivalents                                      4,415,904            10,913,603

Cash and cash equivalents, beginning of period                                            9,172,186               150,671
                                                                                      -------------         -------------

Cash and cash equivalents, end of period                                              $  13,588,090       $    11,064,274
                                                                                      =============       ===============


Supplemental disclosures of cash flow information:

    Cash paid during the year for:

      Interest                                                                        $           0         $     168,138
                                                                                      =============         =============
      Income taxes                                                                                0             1,873,000

                                                                                      =============         =============

</TABLE>

<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, 1996 included in the Company's 1996 Annual Report on Form 10-K.
         The  consolidated  balance sheet as of June 30, 1997, the  consolidated
statements  of  operations  for the three months and six months  ending June 30,
1997 and 1996, and the consolidated  statements of cash flows for the six months
ending June 30, 1997 and 1996 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, 1997 are
not  necessarily  indicative of the results to be expected for the entire fiscal
year ending December 31, 1997.



(2) Inventories

<TABLE>
<CAPTION>

         Inventories consist of the following:                             6/30/97               12/31/96

<S>                                                                    <C>                     <C>         
                  Raw materials                                           $ 7,839,216           $ 11,778,311
                  Work in process                                           1,701,394              2,968,064
                  Finished goods                                            3,665,939              4,311,200
                                                                       --------------          -------------

                                                                         $ 13,206,549           $ 19,057,575
                                                                       ==============           ============
</TABLE>

(3) Stock Options

Proceeds from the exercise of stock 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, 1997,  options with respect
to 25,529 shares were exercised and such exercises  resulted in a tax benefit to
the Company of $78,675.




<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  $12,037,134  and a net loss of $4,312,106  for the Company's  second quarter
ending June 30, 1997. Earnings per share declined from a profit of $0.04 for the
second quarter of 1996 to a loss of $0.58 for the second quarter of 1997. Zoom's
net sales for the six months ending June 30, 1997 were  $29,987,845,  with a net
loss of $5,268,386 or $.71 per share.

            Net sales for the quarter ending June 30, 1997 decreased  $9,093,912
or 43% from the second quarter of 1996. Net sales for the six months ending June
30, 1997  decreased  $24,388,298  or 45% from the first six months of 1996.  The
decreases for both periods were  primarily due to a decrease in average  selling
prices of faxmodems and a decrease in units shipped.  The majority of sales came
from V.34  faxmodems,  which suffered from severe price  competition and reduced
demand, partly due to customer awareness of new 56K modem technology. Zoom began
shipping 56K modem  products in March 1997,  but demand was low due to delays in
deployment of K56flex(TM) central site equipment by Internet Service Providers.

        The Company  expects 56K modem  sales to increase  significantly  in the
second half of 1997, since the number of K56flex(TM) compatible Internet Service
Providers is expected to dramatically increase.

       Gross margin  declined to a negative  20.3% in the second quarter of 1997
from 17.7% in the second quarter of 1996, reflecting increased price competition
which caused  decreases in selling prices and continued high credits for channel
price protection. These decreases in margins also reflected writedowns for modem
chipset price drops and increased reserves for obsolescence.  For the six months
of 1997,  gross  margin  declined  to 2.7% from 21.2% in the first six months of
1996. The major contribution to this decline occurred in the second quarter.

        Selling  expenses  during the second quarter of 1997 increased  11.4% to
$2,172,474  or 18.0% of net sales  from  $1,951,639  or 9.2% of net sales in the
second  quarter of 1996.  Selling  expenses  during the first six months of 1997
increased  6.9% to $4,978,366  or 16.6% of net sales from  $4,657,227 or 8.6% of
net sales in the first six months of 1996.  Cooperative  advertising  allowances
and personnel costs increased in the second quarter and first six months of 1997
compared  to the second  quarter and first six months of 1996.  These  increases
were  partially  offset by a decrease in  commissions  paid as a result of lower
sales.

                  General and  administrative  expenses were $1,373,989 or 11.4%
of net sales during the second  quarter of 1997  compared to $868,914 or 4.1% of
net sales in the second  quarter of 1996.  General and  administrative  expenses
were  $2,430,255  or 8.1% of net  sales  during  the  first  six  months of 1997
compared to $1,696,917 or 3.1% of net sales in the first six months of 1996. The
increase was  primarily due to increased  personnel  related  expenses,  foreign
exchange losses and bad debt expenses.

         Research and development expenses increased 93.5% to $1,197,368 or 9.9%
of net sales  during the second  quarter  of 1997 from  $618,819  or 2.9% of net
sales in the second quarter of 1996. Research and development expenses increased
82.2% to  $2,240,712  or 7.5% of net sales  during  the first six months of 1997
from  $1,229,903  or 2.3% of net  sales in the first  six  months  of 1996.  The
increase in expenses was  primarily due to the addition of personnel and the use
of outside  consultants  to accelerate  the  Company's  new product  development
efforts, particularly for 56K, ISDN and remote access products.



<PAGE>



          The Company  experienced  a loss of  $4,312,106  or 35.8% of net sales
during the second  quarter of 1997 compared to income of $256,853 or 1.2% of net
sales in the  second  quarter  of 1996.  For the six month  period of 1997,  the
Company lost  $5,268,386 or 17.6% of net sales  compared to income of $2,470,116
or 4.5% of net sales in the first six months of 1996.  The decline was primarily
due to lower  sales,  the  reduction in gross  margin  including  the swing from
positive to negative gross margin in the second  quarter,  and higher  operating
expenses.


Liquidity and Capital Resources

            Zoom ended the second  quarter of 1997 with a strong  balance sheet.
Working  capital  declined  during  the first six  months  to  $36,613,917  from
$41,557,096  at December 31, 1996 while the current  ratio  improved to 9.9 from
5.4.  Cash  and cash  equivalents  increased  to  $13,588,090  from  $9,172,186,
particularly  due to a reduction  in  inventory  and  accounts  receivable.  (In
addition,  the Company has an unused $10 million  line of credit  which  expires
August 31,1997, and is currently in negotiation for renewal).

           Operating activities provided $4,629,194 in cash during the first six
months  of  1997.  During  this  period,  accounts  receivable  and  inventories
decreased  $16,634,882.  The $10,783,856  decline in accounts receivable was due
primarily  to the lower sales  volume.  The  $5,851,026  reduction  in inventory
resulted from modem chipset writedowns,  increased obsolescence reserves and the
Company's  actions to reduce the level of  inventories.  This source of cash was
offset by the net loss of $5,268,386,  a reduction of accounts payable and other
accrued  expenses by $5,309,145,  and an increase in refundable  income taxes of
$2,225,096.

         Zoom's capital  expenditures of $417,522 during the first six months of
1997  reflected  purchases  of  computer   equipment($206,058)   and  continuing
renovation of its headquarters($118,959). Although the Company does not have any
significant  capital  commitments,  it  anticipates  that it will  continue with
modest investments in equipment and in improvements to its facilities during the
year. The Company also anticipates that it will use significant cash to fund its
working capital requirements during the next six months.

         During the first six months of 1997,  financing activities provided the
Company  with  $204,232 of cash  proceeds  from the  exercise  of  employee  and
director stock options.

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

New Accounting Pronouncement

In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting Standards ("SFAS") No. 128, "Earnings per Share." SFAS 128
establishes  a  different  method of  computing  net  income  per share  that is
currently  required under the provisions of Accounting  Principles Board Opinion
No. 15.  Under SFAS 128,  the Company will be required to present both basic net
income per share and diluted net income per share. Basic net income per share is
expected to be higher than the  currently  presented net income per share as the
effect of dilutive  stock options will not be considered in computing  basic net
income per share.  The impact on diluted net income per share is not expected to
be material.

The Company plans to adopt SFAS No. 128 in its fiscal  quarter  ending  December
31,  1997 and at that time all  historical  net income per share data  presented
will be restated to conform to the provisions of SFAS No. 128.

"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 and the expected
increased sales of 56k modems,  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
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 principal  supplier 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 25, 1997. At the
meeting, the shareholders approved (a) the re-election of the Board of Directors
of Zoom  Telephonics,  Inc. and (b) the  appointment of KPMG Peat Marwick LLP as
Zoom's independent auditors for the year ending December 31, 1997.

                      (a)      Election of Directors:
<TABLE>

<S>                                                    <C>             <C>                    <C>
                                 Nominee                 For           Against                Abstain
                                 -----------             ----          ----------             ----------

                                 Frank B. Manning      5,178,172            0                 96,395
                                 Peter R. Kramer       5,178,172            0                 96,395
                                 Bernard Furman        5,177,272            0                 97,295
                                 J. Ronald Woods       5,177,672            0                 96,895
                                 L. Lamont Gordon      5,178,172,           0                 96,395

<CAPTION>

                      (b)        Approval  of  the   appointment  of  KPMG  Peat
                                 Marwick  LLP as  independent  auditors  for the
                                 year ending December 31, 1997:


<S>                                                    <C>             <C>                    <C>
                                                         For           Against                Abstain
                                                         ----          ---------              ----------
                                  Approval             5,228,297        2,000                 12,420
</TABLE>



ITEM 6 - Exhibits and reports on Form 8-K

             (a) Exhibit             Description                         Page
                 -------             ---------------------------         ----
                  11                 Statement Re: Computation of          13
                                     Per Share Earnings


            (b) No reports on Form 8-K were filed by the Company during the 
                quarter ending June 30, 1997



<PAGE>


                                          ZOOM TELEPHONICS, INC.

                                     FINANCIAL INFORMATION NOT AUDITED


The preceding  financial  information,  with the  exception of the  consolidated
balance  sheet at December  31,  1996,  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, 1997                     By:        /s/ Frank Manning
                                                     --------------------------
                                                     Frank B. Manning, President



Date: August 14, 1997                     By:        /s/ Robert A. Crist
                                                     --------------------------
                                       Robert A. Crist Vice President of Finance
                                                     and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)