ZOOM TELEPHONICS INC, DEFR14A, 1998-07-29

ZOOM TELEPHONICS INC
DEFR14A, 1998-07-29
TELEPHONE & TELEGRAPH APPARATUS

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SCHEDULE 14A/A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 1)

Zoom Telephonics, 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:
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2) Aggregate number of securities to which transaction applies:
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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:
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| | 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed: __________________________________________________

<PAGE>

ZOOM TELEPHONICS, INC.
207 South Street
Boston, MA 02111
May 22, 1998

Dear Shareholder:

You are cordially invited to attend the Annual General Meeting of
Shareholders of Zoom Telephonics, Inc. to be held at 9:00 a.m. Eastern time on
the 24th day of June, 1998 at the Harvard Club of Boston, One Federal Street,
38th Floor, Boston, Massachusetts 02110.

A buffet breakfast will be available starting at 8:30 a.m. and the Meeting
will begin at 9:00 a.m. Officers and directors will be available for discussion
before and after the Meeting. After the short formal part of the Meeting, there
will be a Zoom presentation and a question-and-answer period.

Whether or not you plan to attend, we urge you to sign and return the
enclosed proxy so that your shares will be represented. If you change your mind
about your proxy at the Meeting, you can withdraw your proxy and vote in person.

I look forward to seeing those of you who will be able to attend.

Frank Manning
President

<PAGE>

ZOOM TELEPHONICS, INC.
207 South Street
Boston, MA 02111

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders
(the "Meeting") will be held on June 24, 1998 at 9:00 a.m. Eastern time at the
Harvard Club of Boston, One Federal Street, 38th Floor, Boston, Massachusetts
02110, and simultaneously (linked by telephone) at Suite 680, One Bentall
Centre, 505 Burrard Street, Vancouver, B.C. V7X 1M4 for the following purposes:

1. To place before the Meeting, the Report of the Directors (including
management's discussion and analysis of financial condition and
results of operation), the financial statements of Zoom Telephonics,
Inc. for the year ending December 31, 1997, and the Report of the
Auditor on the financial statements;

2. To elect five (5) directors for the ensuing year;

3. To consider and act upon a proposal to amend the Zoom
Telephonics, Inc. Stock Option Plan to increase the number of shares
of Common Stock reserved for issuance thereunder, and to extend the
expiration date of the Plan;

4. To appoint an auditor for the ensuing year at a remuneration to be fixed
by the directors; and

5. To transact such other business as may properly come before the
Meeting or any adjournments of the Meeting.

The Board of Directors has fixed the close of business on May 8, 1998 as
the record date for determining Shareholders entitled to receive notice of the
Meeting and, subject to subsequent transferees taking steps to be added to the
voting list in the manner set forth under "Voting Shares and Record Date" in the
Proxy Circular, to vote at the Meeting.

Shareholders who are unable to attend the Meeting in person are requested
to complete, sign, date and return the enclosed Form of Proxy in the envelope
provided. A proxy will not be valid unless it is deposited and received at the
office of Corporate Investor Communications, Inc., 111 Commerce Road, Carlstadt,
NJ 07072 before 6:00 p.m. Eastern time on June 23, 1998.

Boston, Massachusetts
May 22, 1998
BY ORDER OF THE BOARD OF DIRECTORS

Frank Manning
President

IMPORTANT: YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING FORM
OF PROXY IN THE ENVELOPE PROVIDED, SO THAT IF YOU ARE UNABLE TO ATTEND THE
MEETING YOUR SHARES MAY NEVERTHELESS BE VOTED. HOWEVER, THE PROXY MAY BE REVOKED
AT ANY TIME PRIOR TO EXERCISE BY WRITTEN REVOCATION, BY EXECUTING A PROXY AT A
LATER DATE, OR BY ATTENDING AND VOTING AT THE MEETING.

THANK YOU FOR ACTING PROMPTLY.

<PAGE>

ZOOM TELEPHONICS, INC.

PROXY CIRCULAR FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 24, 1998

SOLICITATION OF PROXIES
THIS PROXY CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF
PROXIES BY THE BOARD OF DIRECTORS OF ZOOM TELEPHONICS, INC. ("ZOOM") FOR USE AT
THE ANNUAL GENERAL MEETING AND ANY ADJOURNMENTS OF THE ANNUAL GENERAL MEETING OF
THE SHAREHOLDERS OF ZOOM (THE "MEETING") TO BE HELD ON JUNE 24, 1998, AT THE
TIME AND PLACE AND FOR THE PURPOSES SET FORTH IN THE NOTICE OF MEETING.
It is expected that the solicitation will be primarily by mail. Zoom has
retained CIBC Mellon Trust Company and Corporate Investor Communications, Inc.
to assist in the solicitation of proxies from brokerage firms, banks and other
institutional nominees. Zoom may reimburse brokerage firms and other persons
representing beneficial owners of shares for their reasonable expenses incurred
in forwarding solicitation materials. Proxies may also be solicited personally
or by telephone by directors, officers or employees of Zoom at nominal cost. The
cost of this solicitation will be borne by Zoom.
The approximate date on which this Proxy Circular, Notice of Meeting and
accompanying proxy card are first being mailed to Shareholders is May 22, 1998.
Zoom's principal executive offices are located at 207 South Street,
Boston, Massachusetts 02111 and its telephone number is (617) 423-1072.

APPOINTMENT AND REVOCATION OF PROXIES
The persons named as proxy holders in the accompanying Form of Proxy are
nominees of Zoom's management. A SHAREHOLDER DESIRING TO APPOINT SOME OTHER
PERSON (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT SUCH SHAREHOLDER AT THE
MEETING MAY DO SO, EITHER BY:

(a) STRIKING OUT THE PRINTED NAMES AND INSERTING THE DESIRED
PERSON'S NAME IN THE BLANK SPACE PROVIDED
IN THE FORM OF PROXY; OR

(b) BY COMPLETING ANOTHER PROPER FORM OF PROXY.

The completed proxy must be deposited and received at the office of
Corporate Investor Communications, Inc., 111 Commerce Road, Carlstadt, NJ 07072
before 6:00 p.m. Eastern time on June 23, 1998.
A Shareholder who has given a proxy in the form accompanying this proxy
circular may revoke it at any time before it is voted. It may be revoked by an
instrument in writing delivered to the office of Corporate Investor
Communications, Inc., 111 Commerce Road, Carlstadt, NJ 07072, or to the
registered office of Zoom, at Suite 680, One Bentall Centre, 505 Burrard Street,
Vancouver, British Columbia V7X 1M4 at any time up to and including the last
business day preceding the day of the Meeting, or to the Chairman of the Meeting
on the day of the Meeting or any adjournments thereof, or it may be revoked by
written notice of revocation or a duly executed proxy bearing a later date, or
it may be revoked by attending the Meeting and voting in person.

VOTING OF PROXIES

The votes of Shareholders present in person or by proxy at the Meeting
will be tabulated by a scrutineer appointed by Zoom. The presence, in person or
by proxy, of at least one-third of the outstanding shares of Common Stock of
Zoom is necessary to constitute a quorum at the Meeting. The five nominees for
directors of Zoom who receive the greatest number of votes cast by the
Shareholders present in person or by proxy at the Meeting and entitled to vote
thereon will be elected directors of Zoom. The affirmative vote of a majority of
the votes of the holders of the Common Stock present in person or by proxy at
the Meeting will be required for the approval of Proposal Nos. 2 and 3 (the
amendment of the 1990 Zoom Telephonics, Inc. Stock Option Plan ("1990 Plan"),
and the appointment of KPMG Peat Marwick LLP as auditor, respectively).
In the case of abstentions from or withholding of the voting of shares of
Common Stock on any matter, the shares of Common Stock which are the subject of
abstention or withholding ("non-voted shares") will be counted for determination
of a quorum, but will not be counted as affirmative or negative votes on the
matter to be voted upon. Brokers may not vote shares of Common Stock held in
street name on behalf of customers on a proposal without specific instructions
from their customers. If a customer has not given any instructions on the
proposals, then the votes attaching to such customer's shares of Common Stock
are not counted for purposes of a quorum. If a customer has given instruction on
some but not all of the proposals, then the votes attaching to the customer's
shares of Common Stock are counted for the determination of a quorum for all
purposes. On any given proposal, where no instructions are received from the
customer, the votes attaching to such customer's shares of Common Stock ("broker
non-votes") will not be counted as affirmative or negative votes on the matter
to be voted upon.
In voting by proxy with regard to the election of directors, Shareholders
may vote in favor of all nominees, withhold their votes as to all nominees or
withhold their votes as to specific nominees. If a choice with respect to any
matter to be acted upon has been specified in a proxy, the shares represented by
that proxy will be voted in accordance with the specification so made. IF A
CHOICE IS NOT SPECIFIED, IT IS INTENDED THAT THE PERSON DESIGNATED BY MANAGEMENT
IN THE ACCOMPANYING FORM OF PROXY WILL VOTE THE SHARES REPRESENTED BY THE PROXY
IN FAVOR OF EACH MATTER IDENTIFIED ON THE FORM OF PROXY, AND FOR THE NOMINEES OF
MANAGEMENT FOR DIRECTORS, THE PROPOSAL TO AMEND THE 1990 STOCK OPTION PLAN AND
APPOINTMENT OF AUDITOR.

The Form of Proxy accompanying this Proxy Circular confers discretionary
authority upon the named proxy holders with respect to amendments or variations
to the matters identified in the accompanying Notice of Meeting and with respect
to any other matters which may properly come before the Meeting. As of the date
of this Proxy Circular, management of Zoom knows of no such amendment or
variation or matters to come before the Meeting other than those referred to in
the accompanying Notice of Meeting.

VOTING SHARES AND RECORD DATE

The record date as of which Shareholders are entitled to receive notice of
and to vote at the Meeting is May 8, 1998. As of that date, 7,474,871 shares of
Common Stock, without par value, of Zoom were issued and outstanding. Each share
carries the right to one vote on each matter to be voted upon at the Meeting.
Each holder of record of shares of Common Stock of Zoom on May 8, 1998 is
entitled to vote such holder's shares at the Meeting except to the extent that
the holder transfers any shares and the transferee produces properly endorsed
share certificates or otherwise establishes that such transferee owns the shares
and demands not later than ten (10) days before the Meeting to be included in
the list of Shareholders entitled to vote at the Meeting, in which case the
transferee (and not the transferor) is entitled to vote such shares at the
Meeting.

REPORTS

At the Meeting, Zoom will submit to the Shareholders the following: (i)
the Report of the Board of Directors; (ii) the financial statements of Zoom for
the year ending December 31, 1997; and (iii) the Report of the Independent
Auditor on the financial statements. Zoom's Annual Report to Shareholders for
the fiscal year ending December 31, 1997, including financial statements audited
by KPMG Peat Marwick LLP and management's discussion and analysis of those
financial statements, is being mailed to Shareholders simultaneously with this
Proxy Circular. No action will be required from the Shareholders with respect to
these reports.

<PAGE>

PROPOSAL NO. 1

ELECTION OF DIRECTORS
A board of five (5) directors is to be elected at the Meeting. The persons
named in the following table are proposed by management for election as
directors of Zoom. Unless otherwise instructed, the proxy holders will vote the
proxies received by them for the nominees named below. All nominees are
currently directors of Zoom. In the event that any nominee is unable or declines
to serve as a director at the time of the Meeting, the proxies will be voted for
the nominee, if any, who shall be designated by the present Board of Directors
to fill the vacancy. It is not expected that any nominee will be unable or will
decline to serve as a director. The proposed nominees are not being nominated
pursuant to any arrangement or understanding with any person. Each director
elected will hold office until the next Meeting or until his successor is duly
elected or appointed and qualified, unless his office is earlier vacated in
accordance with the Articles of Continuance of Zoom or he becomes disqualified
to act as a director. The five (5) nominees who receive the greatest number of
votes cast by Shareholders present, in person or by proxy, and entitled to vote
at the Meeting, will be elected directors of Zoom.
<TABLE>
<CAPTION>

Name Age Principal Occupation Director Since
- ------------------------------ ------------ ----------------------------------------------- ------------------------
<S> <C> <C>
Frank B. Manning 49 Chief Executive Officer, President and 1977
Chairman of the Board of Zoom Telephonics,
Inc.
Peter R. Kramer 46 Executive Vice President and Director of Zoom 1977
Telephonics, Inc.
Bernard Furman (1)(2) 68 Consultant 1991
L. Lamont Gordon (1) 65 Chairman of Sprott Securities Limited 1992
J. Ronald Woods (1)(2) 62 Vice President of Jascan, Inc. 1991
- ----------------------
(1) Member of the Audit Committee
(2) Member of the Stock Option Committee
</TABLE>

Background of Nominees
Frank B. Manning is a co-founder of Zoom and has been President, Chief
Executive Officer and a Director of Zoom since May 1977, and Chairman of the
Board since 1986. He earned his B.S., M.S. and Ph.D degrees in Electrical
Engineering from the Massachusetts Institute of Technology, where he was a
National Science Foundation Fellow. Mr. Manning has been a director of
Microtouch Systems, Inc. since 1993. Frank Manning is the brother of Terry
Manning, vice president of sales and marketing of Zoom.
Peter R. Kramer is a co-founder of Zoom and has been Executive Vice
President and a Director of Zoom since May 1977. He earned his B.A. degree in
1973 from SUNY Stony Brook and his M.F.A. degree from C.W. Post College in 1975.
Bernard Furman has been a Director of Zoom since 1991. Mr. Furman has
served as a consultant to various companies, including Timeplex, Inc. (formerly
listed on the New York Stock Exchange), a world leader in large capacity
multiplexer and network management products. He was a co-founder of Timeplex and
served as its General Counsel and as member of its Board of Directors from its
inception in 1969, and in 1984 also became Vice Chairman, Chief Administrative
Officer and a member of the Executive Committee of the Board, holding all such
positions until Timeplex was acquired by Unisys Corporation in 1988.
L. Lamont Gordon has been a Director of Zoom since 1992. Since 1987, Mr.
Gordon has served as the Chairman of Sprott Securities Limited, a Canadian
institutional stock brokerage firm, and a member of the Toronto Stock Exchange.
He co-founded Gordon Securities Limited in 1969 and served as President until
1978 and as Chairman until 1979. He then founded Gordon Lloyd-Price Investments
Limited, a private investment holding company and has served as its Chairman
since 1979.
J. Ronald Woods has been a Director of Zoom since 1991. Since June 1996,
Mr. Woods has served as Vice President-Investments of Jascan, Inc. Prior to
that, Mr. Woods served as Vice President-Investments of Conwest Exploration
Corporation Ltd., a resource holding company based in Toronto from 1987 to June
1996. He also served as a director, major shareholder and head of research and
corporate finance for Merit Investment Corporation, a stock brokerage firm, from
1972 through 1987, and served as the President of Merit Investment Corporation
from 1984 through 1987. He is a former Governor of the Toronto Stock Exchange
and is currently a director of Upton Resources, Inc., Cryptologic Inc., Jascan
Inc., Highridge Exploration Ltd., Place Resources Ltd. and ARC International
Corp.

Committees and Meetings of the Board of Directors
The Board of Directors has an Audit Committee consisting of Messrs.
Furman, Woods and Gordon, and a Stock Option Committee consisting of Messrs.
Furman and Woods. The functions of the Audit Committee are to review the
engagement of auditors, including the fee, scope and timing of the audit and
other services rendered, and to review policies and procedures with respect to
internal controls. The function of the Stock Option Committee is to administer
and award options under the Zoom Telephonics, Inc. Stock Option Plans. The Board
of Directors does not have a nominating or compensation committee.
During the year ending December 31, 1997, the Board of Directors held two
(2) meetings, the Audit Committee met one (1) time with Zoom's independent
auditors, and the Stock Option Committee acted by unanimous written consent four
(4) times. In addition, management consulted with members of the Board of
Directors throughout the year on an informal basis. Each Director attended at
least 75% of the total number of meetings of the Board and the committees on
which he served, with the exception of Mr. Gordon who attended 50% of the
meetings of the Board.

Directors' Compensation
Each non-employee director of Zoom receives $250 for each meeting of the
Board of Directors of Zoom attended, exclusive of meetings held by means of a
telephone conference. Travel and lodging expenses are also reimbursed.
Each non-employee director of Zoom is also granted stock options under the
Zoom Telephonics, Inc. 1991 Directors Stock Option Plan, as amended (the
"Directors' Plan"). Currently, the non-employee Directors of Zoom are Bernard
Furman, J. Ronald Woods and L. Lamont Gordon.
The Directors' Plan provides in the aggregate that 198,000 shares of
Common Stock (subject to adjustment for capital changes) may be issued upon the
exercise of options granted under the Directors' Plan. Under the Directors'
Plan, each non-employee director automatically receives an option to purchase
6,000 shares of Common Stock on January 10 and July 10 of each year. The
exercise price for the options granted under the Directors' Plan is the fair
market value of the Common Stock on the date the option is granted.
Options granted under the Directors' Plan may be exercised at any time
commencing six (6) months after the date of grant and ending two (2) years from
the date of grant; provided, however, that in the event the participant ceases
to be a director of Zoom, the option must be exercised upon the earlier to occur
of (i) two (2) years from the date of grant, (ii) one (1) month from the date of
termination in the event of termination for any reason other than death or
disability, or (iii) one (1) year from the date of termination as a result of
death or disability of the director. Generally, options granted under the
Directors' Plan are non-assignable and non-transferable except in the event of
the option holder's death or permanent disability.
During fiscal year 1997, Messrs. Furman, Woods and Gordon each received
options to purchase 12,000 shares of Common Stock under the Directors' Plan at
an average exercise price of $8.69 per share.

<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of Zoom's Common Stock as of April 29, 1998, by (i) each person who is
known by Zoom to own beneficially more than five (5) percent of Zoom's Common
Stock, (ii) each of Zoom's directors and each Named Executive in the Summary
Compensation Table under "Executive Compensation", and (iii) all of Zoom's
directors and executive officers as a group.
<TABLE>
<CAPTION>

Number of Shares Beneficially
Name Owned % of Common Stock
<S> <C> <C>
Frank B. Manning1,2 690,746 9.1%
c/o Zoom Telephonics, Inc.
207 South Street
Boston, MA 02111

T. Pat Manning2 440,033 5.9%
1821 Sherman Drive
St. Charles, MO 63303

Peter R. Kramer3 481,449 6.4%
c/o Zoom Telephonics, Inc.
207 South Street
Boston, MA 02111

Bernard Furman4 116,500 1.6%

J. Ronald Woods5 20,000 *

L. Lamont Gordon6 18,000 *

Dana B. Whitney7 7,000 *

All Directors and Current 1,463,655 19.1%
Executive Officers
as a group (10 persons) 1,3,4,5,6,7,8
- ----------------------------
</TABLE>

*Less than one percent of shares outstanding.

(1) Includes 94,500 shares that Mr. Manning has the right to acquire under
outstanding stock options exercisable within sixty (60) days after April
28, 1998.

(2) T. Pat Manning and Frank Manning are brothers.

(3) Includes 21,000 shares that Mr. Kramer has the right to acquire under
outstanding stock options exercisable within sixty (60) days after April
28, 1998.

(4) Includes 18,000 shares that Mr. Furman has the right to acquire under
outstanding stock options exercisable within sixty (60) days after April
28, 1998.

(5) Includes 18,000 shares that Mr. Woods has the right to acquire under
outstanding stock options exercisable within sixty (60) days after April
28, 1998.

(6) Includes 18,000 shares that Mr. Gordon has the right to acquire under
outstanding stock options exercisable within sixty (60) days after April
28, 1998.

(7) Includes 7,000 shares that Mr. Whitney has the right to acquire under
outstanding stock options exercisable within sixty (60) days after April
28, 1998.

(8) Includes 26,250 shares that the executive officers of Zoom, who are not
named above, have the right to acquire under outstanding stock options
exercisable within sixty (60) days after April 28, 1998.

EXECUTIVE COMPENSATION

Summary Compensation Table
The following Summary Compensation Table shows, for the fiscal years
ending December 31, 1997, 1996 and 1995, the compensation of each person who
served as Chief Executive Officer and each of Zoom's executive officers whose
total annual salary and bonus exceeded $100,000 for all services rendered in all
capacities to Zoom during the last three (3) fiscal years (the "Named
Executives").
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
Securities
Underlying All Other
Name and Year Salary Bonus Stock Options Compensation
Principal Position ($) ($) (#) ($) (1)
- --------------------------------- ------------ ------------- ------------- ------------------ -----------------

<S> <C> <C> <C> <C> <C>
Frank B. Manning, 12/31/97 $123,500 $0 0 $420
Chief Executive Officer, 12/31/96 $ 78,000 $0 180,000 $416
President and Chairman of 12/31/95 $ 88,750 $0 0 $766

Peter R. Kramer, 12/31/97 $123,500 $0 0 $340
Executive Vice President 12/31/96 $ 78,454 $0 60,000 $346
and Director 12/31/95 $ 88,750 $0 0 $0

Dana B. Whitney 12/31/97 $107,324 $0 0 $0
Vice President-Engineering 12/31/96 $ 90,252 $0 20,000 $0
12/31/95 $ 66,750 $0 0 $0

- ----------------------
<FN>
(1) Consisting of the insurance premiums paid by Zoom for term life insurance policies for the benefit of
Mr. Manning and Mr. Kramer.

For the fiscal year ending December 31, 1997, all of Zoom's executive
officers as a group (8 persons) received, in the aggregate, cash compensation of
$762,343.

(1) Consisting of the insurance premiums paid by Zoom for term life insurance policies for the benefit of
Mr. Manning and Mr. Kramer.

For the fiscal year ending December 31, 1997, all of Zoom's executive
officers as a group (8 persons) received, in the aggregate, cash compensation of
$762,343.
</FN>
</TABLE>

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year End Option Values

During fiscal 1997, no options were granted to any Named Executive.

The following table sets forth information with respect to the Named
Executives concerning the exercise of options during the fiscal year ending
December 31, 1997 and unexercised options held as of December 31, 1997.

<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES

Value of Unexercised
Number of Securities In-the-Money Options/SARs
Underlying Unexercised at FY-End ($) (2)
Options/SARs at FY-End (#)(1)
------------------------------- -----------------------------
Shares
Acquired Value
on Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- --------------------- --------------- -------------- ---------------- ---------------- --------------- ---------------

<S> <C> <C> <C> <C> <C> <C>
Frank B. Manning 0 $0 94,500 85,500 0 0
Peter R. Kramer 0 $0 21,000 39,000 0 0
Dana Whitney 0 $0 7,000 13,000 0 0

------------------
<FN>

(1) Of the 180,000 options held by Mr. Manning, 90,000 options to purchase
shares of Common Stock have an exercise price of $17.50 per share and
90,000 options to purchase shares of Common Stock have an exercise
price of $8.125 per share. All options held by Mr. Kramer and Mr.
Whitney have an exercise price of $8.125 per share.

(2) Based upon the closing price of Zoom's Common Stock on December 31,
1997 on the Nasdaq National Market ($6.75). As of December 31, 1997, no
options held by a Named Executive had an exercise price of less than
$6.75.
</FN>
</TABLE>

Options to purchase Zoom's Common Stock have been granted to executive
officers and other employees of Zoom under the Zoom Telephonics, Inc. Stock
Option Plan, as amended (the "1990 Plan"). The 1990 Plan is administered by the
Stock Option Committee of the Board of Directors.
During the fiscal year ending December 31, 1997, Zoom's executive officers
as a group (8 persons) were granted in the aggregate options to purchase a total
of 37,500 shares of Zoom's Common Stock, net of cancellations, at an average
exercise price per share of $7.97. During the year, executive officers exercised
an aggregate of zero options.

For a description of the 1990 Plan, see the description contained
in Proposal No. 2.

Insider Participation in Compensation Decisions

Decisions regarding executive compensation, exclusive of the administration
of the 1990 Plan, are made by the entire Board of Directors. The Board of
Directors has no Compensation Committee. The Stock Option Committee, consisting
of Messrs. Furman and Woods, is responsible for administering the 1990 Plan,
including determining the individuals to whom stock options are awarded, certain
of the terms upon which option grants are made, and the number of shares subject
to each option granted under the 1990 Plan. No member of the Stock Option
Committee is a former or current officer or employee of Zoom. Mr. Manning and
Mr. Kramer, who are executive officers and directors of Zoom, made
recommendations to the Stock Option Committee regarding the granting of stock
options and participated in deliberations of the Board of Directors concerning
executive officer compensation. Neither Mr. Manning nor Mr. Kramer participated
in any vote establishing their compensation.
Board of Directors Report on Executive Compensation
The primary objectives of the Board of Directors in developing executive
compensation policies are to enhance the profitability of Zoom by closely
aligning the financial interests of Zoom's executive officers with those of its
Shareholders and to attract and retain key executives important to the long-term
success of Zoom. To effect these objectives, the Board of Directors pays Zoom's
executive officers what the Board believes to be relatively low cash
compensation while providing those officers with significant performance-based
long-term incentive compensation and the opportunity to build a substantial
ownership interest in Zoom through the granting of stock options.
Frank Manning, Zoom's Chief Executive Officer, received cash compensation
for the fiscal year ending December 31, 1997, in the amount of $123,500. The
Board of Directors has not conducted any surveys of salaries of executive
officers, but based upon its experience believes that the cash compensation of
its executive officers, including the compensation received by Mr. Manning, is
low as compared to the cash compensation of comparable executive officers in
similarly situated companies. The low level of compensation of Mr. Manning
reflects Mr. Manning's request to limit his compensation. If not for this
request, the Board of Directors would have set Mr. Manning's compensation at a
higher level to better reflect his importance and contributions to Zoom.
During fiscal 1997, Mr. Manning was not granted any options to purchase
shares of Common Stock. Other executive officers as a group were granted 37,500
options to purchase shares of Common Stock at an average exercise price of $7.97
per share. In determining the number of options to be granted to the executive
officers, the Stock Option Committee reviews recommendations provided by the
Chief Executive Officer and makes a subjective determination regarding that
recommendation based upon the following criteria: (i) the relatively low level
of cash compensation and the corresponding need to provide significant
alternative incentives for its executive officers, (ii) the financial
performance of Zoom, (iii) the individual performance of the executive officer
and (iv) the number of shares subject to options held by each executive officer.
No particular weight is given to any of these factors, rather each executive
officer's total compensation package is reviewed as a whole, and recommendations
from the Chief Executive Officer are given deference absent countervailing
concerns. During 1997, the limited number of options granted to executive
officers was primarily attributable to the significant number of options held by
those executive officers.
Board of Directors Stock Option Committee

Frank B. Manning Bernard Furman
Peter R. Kramer J. Ronald Woods
Bernard Furman
J. Ronald Woods
L. Lamont Gordon

Performance Graph
The following graph compares the annual change in Zoom's cumulative total
Shareholder return for the five (5) year period from December 31, 1992 through
December 31, 1997, based upon the market price of Zoom's Common Stock, with the
cumulative total return on the Standard & Poor's 500 Stock Index and the
Standard & Poor's High Technology Composite Index for that period.

Total Return Comparison
Assume $100 Invested on 12/31/92

Comparison of Cumulative Total
Return Among: 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97

<S> <C> <C> <C> <C> <C> <C>
High Tech Composite Index 100.00 121.91 139.34 200.93 289.18 353.09
S&P 500 Index 100.00 110.06 111.51 153.36 188.58 247.06
Zoom Telephonics, Inc. 100.00 65.22 45.65 114.50 58.70 39.13
</TABLE>

The Performance Group assumes the investment of $100 on December 31, 1992
in Zoom's Common Shares, the Standard & Poor's 500 Stock Index and the Standard
& Poor's High Technology Composite Index, and the reinvestment of any and all
dividends.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Pursuant to Section 16(a) of the Securities Exchange Act of 1934, Zoom
directors and executive officers, as well as any person holding more than ten
percent (10%) of Zoom's Common Stock, are required to report initial statements
of ownership of Zoom's securities and any subsequent changes in such ownership
to the Securities and Exchange Commission. To Zoom's knowledge, all of the
required reports were filed by such persons during fiscal 1997, except that on
January 29, 1998, Mr. Robert Crist filed a Form 5 reflecting an option to
purchase 30,000 shares of Common Stock granted on July 25, 1997, and on April
28, 1998, Mr. Dean Panagopolous filed a Form 3 reflecting an option to purchase
up to 15,000 shares of Common Stock.

<PAGE>

PROPOSAL NO. 2
AMENDMENT OF THE
ZOOM TELEPHONICS, INC. STOCK OPTION PLAN
Purpose of Plan

Zoom adopted the Zoom Telephonics, Inc. Stock Option Plan in 1990 and
later amended the plan in 1991 and 1995 (as amended, the "1990 Plan"). The
purpose of the 1990 Plan is to establish a plan to advance the interests of Zoom
by encouraging equity participation in Zoom by directors (excluding non-employee
directors), officers and employees of Zoom through the acquisition of shares of
Common Stock upon the exercise of options granted under the 1990 Plan.

Proposed Amendments

Subject to Shareholder approval, the Board of Directors has approved an
amendment to the 1990 Plan to increase the number of shares of Common Stock
available for issuance thereunder by 1,300,000 shares, and to extend the
expiration date of the 1990 Plan from March 31, 2000 to March 31, 2008. The 1990
Plan currently provides for the issuance of options to purchase up to 1,500,000
shares of Common Stock (net of terminations). 1,350,550 of these options to
purchase shares of Common Stock have been exercised under the 1990 Plan (and are
no longer outstanding), leaving 149,450 shares reserved for issuance under the
1990 Plan. If the amendments of this Proposal No. 2 are approved by the
Shareholders, Zoom will be able to issue up to 1,300,000 additional options to
purchase shares of Common Stock through March 31, 2008. The following table sets
forth certain information with respect to the grant of that portion of the
additional options to purchase shares of Common Stock already allocated by the
Board of Directors under the 1990 Plan.

NEW PLAN BENEFITS

<TABLE>
<CAPTION>
1990 Zoom Telephonics, Inc. Stock Option Plan

Name and Position Dollar Value($)(1) Number of Shares

Named Executive Officers

<S> <C> <C>
Frank B. Manning, $0 180,000
Chief Executive Officer,
President and Chairman of the Board

Peter R. Kramer $0 60,000
Executive Vice President and
Director

Dana B. Whitney $0 13,600
Vice President-Engineering

All current executive officers as a $13,125 324,550
group (7 persons)

All current employees who are not $33,996 215,450
executive or Named Executive
Officers
<FN>
(1) Based upon the difference between the market value of the underlying
shares on May 8, 1998 and the exercise price of currently outstanding
options. This valuation does not take into account any appreciation in
market value of the underlying shares which may occur over the term of
the options. The closing price of Zoom's Common Stock on the Nasdaq
Stock Market's National Market was $7.75.
</FN>
</TABLE>
General Provisions

Any individuals in the full-time or part-time employment of Zoom or an
affiliate of Zoom, including Board members who are also employees, consultants
and any other individuals the Board deems to be an employee, is eligible to
receive options under the 1990 Plan. As of May 8, 1998, there were approximately
325 persons eligible to participate in the 1990 Plan.

The 1990 Plan is administered by the Stock Option Committee, which is
designated by the Board of Directors and must consist of at least two Board
members who are not eligible to receive options under the 1990 Plan (i.e.,
non-employee directors). The Stock Option Committee determines the persons to
whom options are granted, the number of shares covered by the options, the term
of any option and the time during which any option is exercisable. The 1990 Plan
provides that the number of shares of Common Stock of Zoom that may be subject,
from time to time, to outstanding options granted to any one employee shall not
exceed five percent (5%) of the outstanding shares of Zoom.

The options granted under the 1990 Plan may be granted at an exercise
price not less than the fair market value of the Common Stock on the date of
grant. In order to assist an optionee in the acquisition of shares of Common
Stock pursuant to the exercise of an option granted under the 1990 Plan, the
Stock Option Committee may authorize payment of the exercise price in cash, by
delivery of shares of Common Stock having a fair market value equal to the
purchase price of the shares, or a combination of cash and shares of Common
Stock.

Subject to the earlier termination of an option in the event of
termination, death or disability, as described below, the Stock Option Committee
may, in its sole discretion, at the time of the grant of an option, specify a
particular time period during which the optionee must exercise its option and
the number of options which may be exercised during such designated time period;
provided, however, that no option may expire more than ten (10) years from the
date of grant.

In the event an option holder ceases to be an eligible employee of Zoom
for any reason other than death or disability, the holder's options will
terminate one month following the date of cessation. If an option holder ceases
to be an eligible employee of Zoom as a result of death or disability, the
holder's options will terminate upon the earlier to occur of (i) the passage of
sixty (60) days after the grant of probate of the holder's will or letters of
administration in the case of the death of the holder or (ii) one year after the
date of the holder's death or disability.

Currently, the 1990 Plan expires on March 31, 2000. If this Proposal No. 2
is approved, the expiration date of the 1990 Plan will be extended to March 31,
2008.

In the event that any option granted under the 1990 Plan shall expire,
terminate or be cancelled for any reason without having been exercised in full,
or shall cease for any reason to be exercisable in whole or in part, the
unpurchased shares subject to such option shall be available for subsequent
option grants.

<PAGE>

As of May 8, 1998, options to purchase an aggregate of 683,500 shares of
Common Stock (net of terminations) were outstanding under the 1990 Plan,
including those set forth below:
<TABLE>
<CAPTION>

NUMBER OF SHARES SUBJECT TO
OPTIONS GRANTED AVERAGE EXERCISE PRICE
NAME

Named Executive Officers

<S> <C> <C>
Frank B. Manning 180,000 $12.81

Peter R. Kramer 60,000 $8.13

Dana B. Whitney 20,000 $8.13

All current executive officers as a 365,000 $10.38
group (7 persons)

All current employees who are not 318,500 $8.07
executive or Named Executive
Officers
</TABLE>

On May 8, 1998, the closing price of Zoom's Common Stock on the Nasdaq
Stock Market's National Market was $7.75 per share.

Options granted under the 1990 Plan may not be transferred.

The Stock Option Committee may amend, alter, suspend or discontinue the
1990 Plan; provided, however, that the Stock Option Committee may not without
Shareholder approval make any alteration that would materially increase the
benefits to participants under the 1990 Plan, including any amendment which (i)
increases the number of shares of Common Stock for which options may be granted;
(ii) reduces the option price of any option; (iii) alters the eligibility
provisions of the 1990 Plan, or (iv) changes the expiration date of the 1990
Plan.

Federal Income Tax Consequences of the 1990 Plan

The following general discussion of the Federal income tax consequences
of the issuance and exercise of options granted under the 1990 Plan is based
upon the provisions of the Code as in effect on the date of this proxy
statement, current regulations thereunder, and existing administrative rulings
of the Internal Revenue Service. This discussion is not intended to be a
complete discussion of all of the Federal income tax consequences of the 1990
Plan or of the requirements that must be met in order to qualify for the
described tax treatment. Changes in the law and regulations may modify the
discussion, and in some cases the changes may be retroactive. No information is
provided as to state tax laws. The 1990 Plan is not qualified under Section 401
of the Code, nor is it subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended. The tax treatment of each kind of award
under the 1990 Plan is as follows:

Nonqualified Stock Options Under the 1990 Plan. The recipient of a
nonqualified stock option under the 1990 Plan will not recognize any taxable
income at the time the option is granted.

Upon exercise, the option holder will generally recognize ordinary
taxable income in an amount equal to the excess of the fair market value of the
shares on the date of exercise over the option exercise price. Upon a subsequent
sale of the shares, long-term or short-term (depending on the holding period)
gain or loss will generally be recognized equal to the difference between the
amount realized and the fair market value of the shares on the date of exercise.
If shares of Common Stock are used to pay the exercise price, in whole or in
part, the optionee will recognize no gain or loss for Federal income tax
purposes on the shares surrendered, and will recognize ordinary income in an
amount equal to the excess, if any, of the fair market value of the shares being
acquired on the date of exercise over the option exercise price. To the extent
the shares acquired upon exercise are equal in number to the shares surrendered,
the basis of the shares received will be equal to the basis of the shares
surrendered. The basis of shares received in excess of the shares surrendered
upon exercise will be equal to the fair market value of the shares on the date
of exercise, and the holding period for the shares received will commence on
that date.

Officers and directors of Zoom generally will be subject to Section
16(b) of the Securities Exchange Act of 1934 ("Section 16(b)") upon their sale
of shares of Common Stock. The IRS treasury regulations have not yet been
amended to conform with the recently revised rules under Section 16(b). However,
it is generally anticipated that the recognition date (the "Recognition Date")
will be the earlier of (i) six months after the date the option was granted or
(ii) the first day on which the sale of the shares would not subject the
individual to liability under Section 16(b). It is possible that the six month
period will instead run from the option holder's most recent grant or purchase
of Common Stock prior to his or her exercise of the option. The option holder
will generally recognize ordinary taxable income on the Recognition Date in an
amount equal to the excess of the fair market value of the shares at that time
over the exercise price. Despite these general rules, if the Recognition Date is
after the date of exercise, then the option holder may make an election pursuant
to Section 83(b) of the Code. In this case, the option holder will recognize
ordinary taxable income at the time the option is exercised and not on the later
Recognition Date. In order to be effective, the 83(b) election must be filed
with the IRS within 30 days of exercise, and it must also be filed with Zoom.

Zoom will generally be entitled to a compensation deduction for Federal
income tax purposes in an amount equal to the taxable income recognized by the
option holder, provided Zoom reports the income on a Form W-2 or 1099, whichever
is applicable, that is timely provided to the option holder and filed with the
IRS.

Vote Required

The affirmative vote of a majority of the votes of the holders of the
Common Stock present, in person or by proxy, and entitled to vote at the Meeting
and voting on the proposal, is required for adoption of Proposal No. 2. Proxies
will be voted in favor of the action unless otherwise instructed by the
Shareholders

The Board of Directors recommends a vote FOR approval of Proposal No. 2.

<PAGE>

PROPOSAL NO. 3
APPOINTMENT OF AUDITOR
Management of Zoom proposes to nominate the accounting firm of KPMG Peat
Marwick LLP to serve as Zoom's independent auditors, at a remuneration to be
fixed by the directors, until the next Annual General Meeting of Shareholders.
KPMG Peat Marwick LLP also served as Zoom's independent auditors during the
fiscal year ended December 31, 1997. KPMG Peat Marwick LLP has acted as auditors
for Zoom since 1986, and the Board of Directors believes it is desirable and in
the best interests of Zoom to continue employment of that firm. Representatives
of KPMG Peat Marwick LLP are expected to be present at the Annual Meeting. They
will have an opportunity to make a statement if they desire to do so and are
expected to be available to respond to appropriate questions.

Vote Required to Approve the Proposal to Appoint KPMG Peat Marwick LLP as
Zoom's Independent Auditors The affirmative vote of the holders of a
majority of the shares of Common Stock present, in person or by
proxy, and entitled to vote at the Meeting and voting on the proposal, is
required to approve the appointment of KPMG Peat Marwick LLP as auditor. Proxies
will be voted in favor of the action unless otherwise instructed by the
Shareholders.
The Board of Directors recommends a vote FOR approval of Proposal No. 3.

SHAREHOLDER PROPOSALS
Any Shareholder proposal intended to be presented by a Shareholder at the
Annual General Meeting to be held in 1999 must be received by Zoom no later than
January 21, 1999.

INCORPORATION BY REFERENCE
To the extent that this Proxy Circular has been or will be specifically
incorporated by reference into any filing by Zoom under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended, the
sections of the Proxy Circular entitled "Board of Directors Report on Executive
Compensation" and "Performance Graph" shall not be deemed to be so incorporated,
unless specifically otherwise provided in any such filing.

BOARD APPROVAL
The Board of Directors has approved the contents of this Proxy Circular
and its issue to Shareholders.

ANNUAL REPORT ON FORM 10-K
Copies of Zoom's Annual Report on Form 10-K for the fiscal year ending
December 31, 1997, as filed with the Securities and Exchange Commission are
available to shareholders without charge upon written request addressed to Zoom
Telephonics, Inc., 207 South Street, Boston, Massachusetts 02111, Attention:
Investor Relations.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS
ARE URGED TO FILL IN, SIGN AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE
ENCLOSED ENVELOPE.

CERTIFIED By: ________________________
Frank Manning,
President

<PAGE>

ZOOM TELEPHONICS, INC.
FORM OF PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT OF ZOOM
TELEPHONICS, INC. (THE "CORPORATION") FOR THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS ON JUNE 24, 1998.
The undersigned shareholder appoints Frank B. Manning or, failing him, Peter R.
Kramer or, failing him, Craig D. Thomas or, instead of any of them
__________________ as proxyholder, with power of substitution, to attend, act
and vote in respect of all shares registered in the name of the undersigned at
the Annual General Meeting of Shareholders of the Corporation to be held on June
24, 1998, and at any adjournments thereof on the matters indicated below which
are described in the Proxy Circular and, at the proxyholder's discretion, on
amendments or variations to such matters and on such other matters as may
properly come before the Meeting. The undersigned revokes any instrument or
proxy heretofore given with respect to the Meeting or any adjournments thereof
with respect only to the shares identified below.
VOTE:

1. To elect the following persons as directors of the Corporation for the
ensuing year:
Nominees: Frank B. Manning, Peter R. Kramer, Bernard Furman,
J. Ronald Woods, L. Lamont Gordon

| | FOR | | WITHHOLD
all nominees from all nominees

| | FOR, except vote withheld from the following nominee(s):

------------------------------------------------------------

2. To appoint KPMG Peat Marwick LLP as auditor of the Corporation for the
ensuing year at a remuneration to be fixed by the directors.

| | FOR | | WITHHOLD

ON ANY BALLOT THAT MAY BE CALLED FOR, THE SHARES REPRESENTED BY THIS PROXY WILL
BE VOTED FOR OR WITHHELD FROM VOTING IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN
BY THE SHAREHOLDER. IF NO CHOICE IS SPECIFIED, THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED FOR EACH OF THE MATTERS LISTED ABOVE.

NOTES:

1. SHAREHOLDERS HAVE THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A
SHAREHOLDER) TO REPRESENT THEM AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS,
OTHER THAN THE MANAGEMENT NOMINEES. To exercise this right, you should either
strike out the names of Messrs. Manning, Kramer and Thomas and insert in the
space provided the name of the person you desire to designate as proxyholder, or
complete another proper form of proxy.

2. A proxy, to be valid, must be dated and signed by the shareholder. Executors,
administrators, trustees, guardians, attorneys and officers of corporations
should add their titles when signing. If this form of proxy is not dated, it
shall be deemed to bear the date on which it was mailed by the Corporation.

3. A proxy to be effective must be deposited and received at the office of
Corporate Investor Communications, Inc., 111 Commerce Road, Carlstadt, NJ 07072
before 6:00 p.m. Eastern time on June 23, 1998.

Signature Name (Please Print)
------------------------------- --------------------
Address
-------------------------------------------------------------------------
Date , 1998 Number of Shares to be voted
------------- ---------------------------

(IF LEFT BLANK, ALL SHARES REGISTERED IN YOUR NAME WILL BE DEEMED TO BE
REPRESENTED BY THIS PROXY.)