As filed with the Securities and Exchange Commission on August 4, 1998

                                                        Registration No. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                            --------------------------

                             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 Number)

                       207 South Street, Boston, MA 02111
          (Address, Including Zip Code, of Principal Executive Offices)

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

                  Zoom Telephonics, Inc. 1990 Stock Option Plan
                              (Full title of Plan)
                          --------------------------

                                Frank B. Manning
                      President and Chief Executive Officer
                             Zoom Telephonics, Inc.
                                207 South Street
                                Boston, MA 02111
                                 (617) 472-1072
                      (Name, Address and Telephone Number,
                   Including Area Code, of Agent For Service)

                                 with a copy to:

                              Philip J. Flink, Esq.
                         Brown, Rudnick, Freed & Gesmer
                One Financial Center, Boston, Massachusetts 02111
                                  (617) 856-8200
                          --------------------------

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
------------------------------------- --------------------- ---------------------- ----------------------- --------------------
                                                                  Proposed                Proposed
                                             Amount                Maximum                Maximum               Amount of
       Title of Each Class of                to Be             Offering Price            Aggregate            Registration
    Securities to Be Registered            Registered           Per Share(1)         Offering Price(1)             Fee
------------------------------------- --------------------- ---------------------- ----------------------- --------------------
------------------------------------- --------------------- ---------------------- ----------------------- ====================
<S>                                   <C>                         <C>                    <C>                    <C>      
Common Stock, no par value            1,300,000 Shares(2)         $4.90625               $6,375,125             $1,881.55
------------------------------------- --------------------- ---------------------- ----------------------- ====================
<FN>

(1)   Estimated solely for purposes of calculating the registration fee pursuant
      to Rule  457(c)  under  the  Securities  Act of 1933,  on the basis of the
      average of the high and low reported price of the Common Stock of $4.90625
      on the Nasdaq National Market on July 31, 1998.

================================================================================
     (2)  Includes  1,300,000  shares of Common  Stock  issuable  under the Zoom
Telephonics,  Inc. 1990 Stock Option Plan. Such presently  indeterminable number
of  additional  shares of Common Stock are also  registered  hereunder as may be
issued   in   the   event   of   a   merger,   consolidation,    reorganization,
recapitalization,  stock dividend, stock split or other similar change in Common
Stock.
================================================================================
</FN>
</TABLE>


<PAGE>




         This Registration  Statement on Form S-8 is being filed for the purpose
of registering an additional  1,300,000 shares of the Registrant's  Common Stock
reserved for issuance under the Zoom  Telephonics,  Inc. 1990 Stock Option Plan,
as amended (the "1990 Stock Option Plan").  Except as otherwise provided herein,
the contents of this  Registration  Statement also incorporates by reference and
serves as  Post-Effective  Amendment No. 2 to the Registrant's  previously filed
Registration Statement on Form S-8 (Registration No. 33-42834), which registered
600,000 shares issuable under the Zoom Telephonics, Inc. 1990 Stock Option Plan,
120,000 shares  issuable under the Zoom  Telephonics,  Inc. 1991 Directors Stock
Option Plan,  and 25,000  shares  granted to a director of the  Registrant,  and
Post-Effective  Amendment No. 1 to the  Registrant's  Registration  Statement on
Form S-8  (Registration No.  33-90930),  which registered an additional  900,000
shares  issuable  under the 1990 Stock  Option Plan and 78,000  shares  issuable
under the 1991 Directors Stock Option Plan.

Item 5.  Interest of Named Experts and Counsel.

Not applicable.

Item 7.  Indemnification of Directors and Officers.

         Section   124  of  the  Canada   Business   Corporations   Act  permits
indemnification  of directors,  officers,  employees and agents of  corporations
under certain conditions and subject to certain limitations.

         The  By-Laws  of the  Registrant  provide  for the  indemnification  of
directors  and officers of the  Registrant  pursuant to Section 124. The By-Laws
provide for the  indemnification  of a director or officer, a former director or
officer, or a person who acts or acted at the Registrant's request as a director
or officer of a corporation  in which the  Registrant is or was a shareholder or
creditor,  and his heirs and legal  representatives,  against any and all costs,
charges and expenses,  including an amount paid to settle an action or satisfy a
judgment,  reasonably incurred by such person in respect of any civil,  criminal
or administrative  proceeding to which such person was made a party by reason of
being or having  been a  director  or officer  of the  Registrant  or such other
corporation  if such person acted  honestly and in good faith with a view to the
best  interests  of  the   Registrant,   or,  in  the  case  of  a  criminal  or
administrative  action or proceeding that is enforced by monetary penalty,  such
person had  reasonable  grounds in  believing  that the conduct was lawful.  The
By-Laws provide that the Registrant shall also indemnify any such person in such
other circumstances as the Canada Business Corporations Act permits or requires.
The By-Laws limit the right of any person entitled to  indemnification  to claim
indemnity  apart from the  provisions of the By-Laws to the extent  permitted by
the Canada Business Corporations Act or such other law.

         The Registrant has purchased a general liability  insurance policy that
covers certain  liabilities of directors and officers of the Registrant  arising
out of claims based upon acts or omissions in their  capacities  as directors or
officers.

         The Registrant  has entered into  indemnification  agreements  with its
directors  and  certain of its  officers  pursuant  to which the  Registrant  is
contractually  obligated  to  indemnify  such  persons  to  the  fullest  extent
permitted by applicable law.




<PAGE>

Item 8.  Exhibits.

Number          Description

5        Legal Opinion of Thomas, Rondeau

23.1 Consent of Thomas, Rondeau (contained in its opinion filed as Exhibit 5).

23.2     Consent of KPMG Peat Marwick LLP

24  Power of  Attorney  (included  on the  Signature  Page of this  Registration
Statement).






<PAGE>


                                                    SIGNATURES

        The  Registrant.  Pursuant to the  requirements of the Securities Act of
1933, as amended,  the Registrant  certifies  that it has reasonable  grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned, thereunto duly authorized, in the City of Boston, Massachusetts, on
August 4, 1998.

                                            ZOOM TELEPHONICS, INC. By: 
                                            /s/ Frank B. Manning 
                                            Frank B. Manning, President
                                

                             POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Frank B. Manning and Peter R. Kramer, and each of
them  (with  full  power to each of them to act  alone),  his  true  and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any or all amendments (including post-effective  amendments)
to this Registration Statement,  and to file the same, with all exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>

                   Signature                                 Title                            Date

<S>                                         <C>                                         <C>    
      /s/ Frank B. Manning                  Chairman of the Board, President            August 4, 1998
 ------------------------------------       and Chief Executive Officer
       Frank B. Manning                     (Principal Executive Officer)
                                            

       /s/ Robert A. Crist                  Principal Financial and Accounting          August 4, 1998
------------------------------------        Officer
       Robert A. Crist                      


      /s/ Peter R. Kramer                   Director                                    August 4, 1998
------------------------------------
       Peter R. Kramer


      /s/ Bernard Furman                    Director                                    August 4, 1998
------------------------------------
      Bernard Furman


      /s/ L. Lamont Gordon                  Director                                    August 4, 1998
------------------------------------
      L. Lamont Gordon


    /s/  J. Ronald Woods
------------------------------------                                                                                
      J. Ronald Woods                       Director                                    August 4, 1998


</TABLE>

<PAGE>



                      EXHIBIT INDEX
Exhibit                                                         Sequential
Number                                                            Page No.

5       Legal Opinion of Thomas, Rondeau

23.1    Consent of Thomas, Rondeau (contained in its opinion 
        filed as Exhibit 5).

23.2    Consent of KPMG Peat Marwick LLP

24      Power of  Attorney  (included  on the  Signature  
        Page of this  Registration Statement).




<PAGE>


                                                     EXHIBIT 5

File No.:  105200

July 29, 1998

Zoom Telephonics Inc.
207 South Street
Boston, Massachusetts
U.S.A.  02111

Dear Sirs:

Re:      Zoom Telephonics, Inc.
         Registration Statement on Form S-8

         We  are  Canadian  counsel  to  Zoom   Telephonics,   Inc.  a  Canadian
corporation  (the  "Company").  We have been  asked to deliver  this  opinion in
connection  with the  preparation  and filing with the  Securities  and Exchange
Commission  under the  Securities  Act of 1933,  as amended  (the  "Act"),  of a
Registration Statement on Form S-8 (the "Registration Statement") relating to an
additional  1,300,000  shares of the Company's  Common Stock,  no par value (the
"Shares")  issuable  upon  exercise  of the  options  granted  or to be  granted
pursuant to the  Company's  1990 Stock Option Plan,  as amended (the "1990 Stock
Option Plan").

         We are qualified to render opinions only as to the laws of the Province
of  British  Columbia  and  the  federal  laws  of  Canada  applicable   herein.
Accordingly,  we express  no  opinion as to the laws of any other  jurisdiction.
This  opinion  is  subject  to  the  qualification  that  with  respect  to  the
enforceability  of any  document,  or instrument  covered by this  opinion,  the
rights and remedies are subject to any applicable  bankruptcy or insolvency laws
or other laws affecting  creditors'  rights generally and no opinion is given as
to  the  availability  on  any  specific  instance  of the  remedy  of  specific
performance  or any  other  equitable  remedy.  We  take no  responsibility  for
updating the opinions expressed herein or taking into account any event, action,
interpretation,  change  of law or  similar  item  which  occurs  after the date
hereof.

         In connection with this opinion, we have examined and are familiar with
originals or copies,  certified or otherwise identified to our satisfaction,  of
the following documents (collectively, the "Documents"):

 1.  a copy of the Articles of Continuance of the Company as in effect on 
     the date hereof;

 2.        a copy of By-Law No.1 and By-Law No. 2 of the Company as in effect
           on the date hereof;

 3.        the corporate  records of the Company  relating to the proceedings 
           shareholders and directors of the Company;

 4.        the 1990 Stock Option Plan; and

 5.        the Registration Statement.

         In giving our  opinion,  we have  relied as to matters in fact upon the
certificates,  reports,  letters and  representations of public officials and of
representatives  of the  Company.  For  purposes of this opinion we have assumed
without any  investigation (1) the legal capacity of each natural person and (2)
the genuineness of each signature,  the completeness of each document  submitted
to us as an  original  and the  conformity  to the  original  of  each  document
submitted to us as a copy.

         Our opinion  hereafter  expressed  is based solely upon (1) our view of
the Documents, (2) discussions with those attorneys who have devoted substantive
attention  to the  matters  contained  herein and (3) such  review of  published
sources of law as we have deemed necessary.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly  authorized  and, when issued in accordance with the terms
of the  applicable  Plan,  the  Shares  will be validly  issued,  fully paid and
non-assessable.

         We hereby  consent  to the  filing of this  opinion as Exhibit 5 to the
Registration Statement.

                                                              Yours truly,

                                                         /s/ THOMAS, RONDEAU









                       EXHIBIT 23.2
         CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


The Board of Directors
Zoom Telephonics, Inc.

We consent to the use of our reports incorporated herein by reference.


                            /s/ KPMG Peat Marwick LLP

Boston, Massachusetts
August 3, 1998
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 16288}]
{"company-data": {"conformed-name": "ZOOM TELEPHONICS INC", "cik": "0000822708", "assigned-sic": "3661", "irs-number": "042621506", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60565", "film-number": "98676637"}, "business-address": {"street1": "207 SOUTH ST", "city": "BOSTON", "state": "MA", "zip": "02111", "phone": "6174231072"}, "mail-address": {"street1": "207 SOUTH ST", "city": "BOSTON", "state": "MA", "zip": "02111"}}
As filed with the Securities and Exchange Commission on August 4, 1998

                                                        Registration No. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                            --------------------------

                             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 Number)

                       207 South Street, Boston, MA 02111
          (Address, Including Zip Code, of Principal Executive Offices)

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

                  Zoom Telephonics, Inc. 1990 Stock Option Plan
                              (Full title of Plan)
                          --------------------------

                                Frank B. Manning
                      President and Chief Executive Officer
                             Zoom Telephonics, Inc.
                                207 South Street
                                Boston, MA 02111
                                 (617) 472-1072
                      (Name, Address and Telephone Number,
                   Including Area Code, of Agent For Service)

                                 with a copy to:

                              Philip J. Flink, Esq.
                         Brown, Rudnick, Freed & Gesmer
                One Financial Center, Boston, Massachusetts 02111
                                  (617) 856-8200
                          --------------------------
CALCULATION OF REGISTRATION FEE
------------------------------------- --------------------- ---------------------- ----------------------- --------------------
                                                                  Proposed                Proposed
                                             Amount                Maximum                Maximum               Amount of
       Title of Each Class of                to Be             Offering Price            Aggregate            Registration
    Securities to Be Registered            Registered           Per Share(1)         Offering Price(1)             Fee
------------------------------------- --------------------- ---------------------- ----------------------- --------------------
------------------------------------- --------------------- ---------------------- ----------------------- ====================
Common Stock, no par value            1,300,000 Shares(2)         $4.90625               $6,375,125             $1,881.55
------------------------------------- --------------------- ---------------------- ----------------------- ====================
(1)   Estimated solely for purposes of calculating the registration fee pursuant
      to Rule  457(c)  under  the  Securities  Act of 1933,  on the basis of the
      average of the high and low reported price of the Common Stock of $4.90625
      on the Nasdaq National Market on July 31, 1998.

================================================================================
     (2)  Includes  1,300,000  shares of Common  Stock  issuable  under the Zoom
Telephonics,  Inc. 1990 Stock Option Plan. Such presently  indeterminable number
of  additional  shares of Common Stock are also  registered  hereunder as may be
issued   in   the   event   of   a   merger,   consolidation,    reorganization,
recapitalization,  stock dividend, stock split or other similar change in Common
Stock.
================================================================================
This Registration  Statement on Form S-8 is being filed for the purpose
of registering an additional  1,300,000 shares of the Registrant's  Common Stock
reserved for issuance under the Zoom  Telephonics,  Inc. 1990 Stock Option Plan,
as amended (the "1990 Stock Option Plan").  Except as otherwise provided herein,
the contents of this  Registration  Statement also incorporates by reference and
serves as  Post-Effective  Amendment No. 2 to the Registrant's  previously filed
Registration Statement on Form S-8 (Registration No. 33-42834), which registered
600,000 shares issuable under the Zoom Telephonics, Inc. 1990 Stock Option Plan,
120,000 shares  issuable under the Zoom  Telephonics,  Inc. 1991 Directors Stock
Option Plan,  and 25,000  shares  granted to a director of the  Registrant,  and
Post-Effective  Amendment No. 1 to the  Registrant's  Registration  Statement on
Form S-8  (Registration No.  33-90930),  which registered an additional  900,000
shares  issuable  under the 1990 Stock  Option Plan and 78,000  shares  issuable
under the 1991 Directors Stock Option Plan.

Item 5.  Interest of Named Experts and Counsel.

Not applicable.

Item 7.  Indemnification of Directors and Officers.

         Section   124  of  the  Canada   Business   Corporations   Act  permits
indemnification  of directors,  officers,  employees and agents of  corporations
under certain conditions and subject to certain limitations.

         The  By-Laws  of the  Registrant  provide  for the  indemnification  of
directors  and officers of the  Registrant  pursuant to Section 124. The By-Laws
provide for the  indemnification  of a director or officer, a former director or
officer, or a person who acts or acted at the Registrant's request as a director
or officer of a corporation  in which the  Registrant is or was a shareholder or
creditor,  and his heirs and legal  representatives,  against any and all costs,
charges and expenses,  including an amount paid to settle an action or satisfy a
judgment,  reasonably incurred by such person in respect of any civil,  criminal
or administrative  proceeding to which such person was made a party by reason of
being or having  been a  director  or officer  of the  Registrant  or such other
corporation  if such person acted  honestly and in good faith with a view to the
best  interests  of  the   Registrant,   or,  in  the  case  of  a  criminal  or
administrative  action or proceeding that is enforced by monetary penalty,  such
person had  reasonable  grounds in  believing  that the conduct was lawful.  The
By-Laws provide that the Registrant shall also indemnify any such person in such
other circumstances as the Canada Business Corporations Act permits or requires.
The By-Laws limit the right of any person entitled to  indemnification  to claim
indemnity  apart from the  provisions of the By-Laws to the extent  permitted by
the Canada Business Corporations Act or such other law.

         The Registrant has purchased a general liability  insurance policy that
covers certain  liabilities of directors and officers of the Registrant  arising
out of claims based upon acts or omissions in their  capacities  as directors or
officers.

         The Registrant  has entered into  indemnification  agreements  with its
directors  and  certain of its  officers  pursuant  to which the  Registrant  is
contractually  obligated  to  indemnify  such  persons  to  the  fullest  extent
permitted by applicable law.
Item 8.  Exhibits.

Number          Description

5        Legal Opinion of Thomas, Rondeau

23.1 Consent of Thomas, Rondeau (contained in its opinion filed as Exhibit 5).

23.2     Consent of KPMG Peat Marwick LLP

24  Power of  Attorney  (included  on the  Signature  Page of this  Registration
Statement).
SIGNATURES

        The  Registrant.  Pursuant to the  requirements of the Securities Act of
1933, as amended,  the Registrant  certifies  that it has reasonable  grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned, thereunto duly authorized, in the City of Boston, Massachusetts, on
August 4, 1998.

                                            ZOOM TELEPHONICS, INC. By: 
                                            /s/ Frank B. Manning 
                                            Frank B. Manning, President
                                

                             POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Frank B. Manning and Peter R. Kramer, and each of
them  (with  full  power to each of them to act  alone),  his  true  and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any or all amendments (including post-effective  amendments)
to this Registration Statement,  and to file the same, with all exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
Signature                                 Title                            Date
/s/ Frank B. Manning                  Chairman of the Board, President            August 4, 1998
 ------------------------------------       and Chief Executive Officer
       Frank B. Manning                     (Principal Executive Officer)
                                            

       /s/ Robert A. Crist                  Principal Financial and Accounting          August 4, 1998
------------------------------------        Officer
       Robert A. Crist                      

      /s/ Peter R. Kramer                   Director                                    August 4, 1998
------------------------------------
       Peter R. Kramer

      /s/ Bernard Furman                    Director                                    August 4, 1998
------------------------------------
      Bernard Furman

      /s/ L. Lamont Gordon                  Director                                    August 4, 1998
------------------------------------
      L. Lamont Gordon

    /s/  J. Ronald Woods
------------------------------------                                                                                
      J. Ronald Woods                       Director                                    August 4, 1998
EXHIBIT INDEX
Exhibit                                                         Sequential
Number                                                            Page No.

5       Legal Opinion of Thomas, Rondeau

23.1    Consent of Thomas, Rondeau (contained in its opinion 
        filed as Exhibit 5).

23.2    Consent of KPMG Peat Marwick LLP

24      Power of  Attorney  (included  on the  Signature  
        Page of this  Registration Statement).
EXHIBIT 5

File No.:  105200

July 29, 1998

Zoom Telephonics Inc.
207 South Street
Boston, Massachusetts
U.S.A.  02111

Dear Sirs:

Re:      Zoom Telephonics, Inc.
         Registration Statement on Form S-8

         We  are  Canadian  counsel  to  Zoom   Telephonics,   Inc.  a  Canadian
corporation  (the  "Company").  We have been  asked to deliver  this  opinion in
connection  with the  preparation  and filing with the  Securities  and Exchange
Commission  under the  Securities  Act of 1933,  as amended  (the  "Act"),  of a
Registration Statement on Form S-8 (the "Registration Statement") relating to an
additional  1,300,000  shares of the Company's  Common Stock,  no par value (the
"Shares")  issuable  upon  exercise  of the  options  granted  or to be  granted
pursuant to the  Company's  1990 Stock Option Plan,  as amended (the "1990 Stock
Option Plan").

         We are qualified to render opinions only as to the laws of the Province
of  British  Columbia  and  the  federal  laws  of  Canada  applicable   herein.
Accordingly,  we express  no  opinion as to the laws of any other  jurisdiction.
This  opinion  is  subject  to  the  qualification  that  with  respect  to  the
enforceability  of any  document,  or instrument  covered by this  opinion,  the
rights and remedies are subject to any applicable  bankruptcy or insolvency laws
or other laws affecting  creditors'  rights generally and no opinion is given as
to  the  availability  on  any  specific  instance  of the  remedy  of  specific
performance  or any  other  equitable  remedy.  We  take no  responsibility  for
updating the opinions expressed herein or taking into account any event, action,
interpretation,  change  of law or  similar  item  which  occurs  after the date
hereof.

         In connection with this opinion, we have examined and are familiar with
originals or copies,  certified or otherwise identified to our satisfaction,  of
the following documents (collectively, the "Documents"):

 1.  a copy of the Articles of Continuance of the Company as in effect on 
     the date hereof;

 2.        a copy of By-Law No.1 and By-Law No. 2 of the Company as in effect
           on the date hereof;

 3.        the corporate  records of the Company  relating to the proceedings 
           shareholders and directors of the Company;

 4.        the 1990 Stock Option Plan; and

 5.        the Registration Statement.

         In giving our  opinion,  we have  relied as to matters in fact upon the
certificates,  reports,  letters and  representations of public officials and of
representatives  of the  Company.  For  purposes of this opinion we have assumed
without any  investigation (1) the legal capacity of each natural person and (2)
the genuineness of each signature,  the completeness of each document  submitted
to us as an  original  and the  conformity  to the  original  of  each  document
submitted to us as a copy.

         Our opinion  hereafter  expressed  is based solely upon (1) our view of
the Documents, (2) discussions with those attorneys who have devoted substantive
attention  to the  matters  contained  herein and (3) such  review of  published
sources of law as we have deemed necessary.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly  authorized  and, when issued in accordance with the terms
of the  applicable  Plan,  the  Shares  will be validly  issued,  fully paid and
non-assessable.

         We hereby  consent  to the  filing of this  opinion as Exhibit 5 to the
Registration Statement.

                                                              Yours truly,

                                                         /s/ THOMAS, RONDEAU

                       EXHIBIT 23.2
         CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors
Zoom Telephonics, Inc.

We consent to the use of our reports incorporated herein by reference.

                            /s/ KPMG Peat Marwick LLP

Boston, Massachusetts
August 3, 1998