As filed with the Securities and Exchange Commission on April 1, 1999
================================================================================
                              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. 1998 Employee Equity Incentive Plan
                              (Full title of Plan)
                           --------------------------

                                Frank B. Manning
                      President and Chief Executive Officer
                             Zoom Telephonics, Inc.
                                207 South Street
                                Boston, MA 02111
                                 (617) 423-1072
                      (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>
<S>                                   <C>                   <C>                    <C>                     <C>                
                         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             300,000 Shares (2)           $4.00                $1,200,000              $333.60
------------------------------------- --------------------- ---------------------- ----------------------- ====================
<FN>
(1)   Estimated solely for purposes of calculating the registration fee pursuant
      to Rule 457(c) under the Securities Act of 1933, as amended,  on the basis
      of the average of the high and low  reported  price of the Common Stock of
      Zoom Telephonics, Inc. on the Nasdaq National Market on March 30, 1999.
================================================================================
(2)  Includes   300,000   shares  of  Common  Stock   issuable  under  the  Zoom
     Telephonics,  Inc.  1998  Employee  Equity  IncentivePlan.  Such  presently
     indeterminabl  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>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation Of Documents by Reference.

         The Registrant hereby  incorporates by reference into this Registration
Statement the following documents:

         (a)      The  Registrant's  Annual  Report on Form 10-K for the  fiscal
                  year ended December 31, 1998,  filed pursuant to Section 13(a)
                  or 15(d) of the  Securities  Exchange Act of 1934,  as amended
                  (the "Exchange Act").

         (b)      All other reports filed  pursuant to Section 13(a) or 15(d) of
                  the  Exchange  Act since the end of the fiscal year covered by
                  the Annual Report referred to in (a) above.

         (c)      The description of the Registrant's  Common Stock contained in
                  the Registrant's  Registration Statement on Form 10 dated June
                  29, 1990 (File No.  0-18672),  filed pursuant to Section 12 of
                  the Exchange Act.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to the date hereof and prior
to the filing of a post-effective  amendment which indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed hereby  incorporated by reference in this  Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this registration  statement to the extent that a statement  contained herein or
in any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  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 of the Canada
Business  Corporation  Act.  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 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Number   Description

4.1      Articles  of  Continuance,  filed as  Exhibit  3.1 to the  Registrant's
         Annual Report on Form 10-K for the fiscal year ended  December 31, 1991
         (the "1991 Form 10-K").*

4.2      By-Law No. 1 of the Registrant, filed as Exhibit 3.2 to the 1991 
         Form 10-K.*

4.3      By-Law No. 2 of the Registrant, filed as Exhibit 3.3 to the 1991 
         Form 10-K.*

     4.4  Specimen  Certificate  of  Common  Stock,  filed  as  Exhibit  4.01 to
          Registration Statement No. 333-01452 on Form S-3.*
         
         

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).

99.1       Zoom Telephonics, Inc. 1998 Employee Equity Incentive Plan.

*        Not filed herewith. In accordance with Rule 411 promulgated pursuant to
         the  Securities  Act of  1933,  as  amended,  reference  is made to the
         documents previously filed with the Commission,  which are incorporated
         by reference herein.

Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i)  To include any prospectus required by Section 10(a)(3) 
                       of the Securities Act;

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement.

                  (iii) To include any material  information with respect to the
plan of distribution not previously  disclosed in the Registration  Statement or
any material change to such information in this Registration Statement;

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the paragraphs is contained in periodic reports filed with or furnished
to the Commission by the information required to be included in a post effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the commission by the Registrant  pursuant to Section 13 or Section
15(d) of the Securities  Exchange Act that are incorporated by reference in this
Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities  Act,  each  post-effective  amendment  shall be  deemed  to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange Act that is incorporated  by reference in the  Registration
Statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the Registrant's  Restated  Certificate of Incorporation,
Restated  By-Laws,  or otherwise,  the  Registrant  has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.



<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
March 31, 1999.

                                                        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>
<S>                                        <C>                                          <C>
Signature                                                    Title                            Date

      /s/ Frank B. Manning                  Chairman of the Board, President            March 30, 1998
      Frank B. Manning                      and Chief Executive Officer
                                            (Principal Executive Officer)

       /s/ Robert A. Crist                  Principal Financial and Accounting          March 30, 1998
------------------------------------
       Robert A. Crist                      Officer

      /s/ Peter R. Kramer                   Director                                    March 30, 1998
------------------------------------
      Peter R. Kramer

      /s/ Bernard Furman                    Director                                    March 30, 1998
      Bernard Furman

      /s/ L. Lamont Gordon                  Director                                    March 30, 1998
------------------------------------
      L. Lamont Gordon

                                            Director                                    March 30, 1998
      J. Ronald Woods

</TABLE>
<PAGE>



                                                   EXHIBIT INDEX
Exhibit                                                                       
Number                                                                        

4.1      Articles  of  Continuance,  filed as  Exhibit  3.1 to the  Registrant's
         Annual Report on Form 10-K for the fiscal year ended  December 31, 1991
         (the "1991 Form 10-K")

4.2      By-Law No. 1 of the Registrant, filed as Exhibit 3.2 to the 1991 
         Form 10-K

4.3      By-Law No. 2 of the Registrant, filed as Exhibit 3.3 to the 1991 
         Form 10-K

4.4      Specimen  Certificate of Common Stock,  filed as Exhibit 4.01 to  
         Registration  Statement No. 333-01452 on Form S-3
         

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)

99.1     Zoom Telephonics, Inc. 1998 Employee Equity Incentive Plan

*        Not filed herewith. In accordance with Rule 411 promulgated pursuant to
         the  Securities  Act of  1933,  as  amended,  reference  is made to the
         documents previously filed with the Commission,  which are incorporated
         by reference herein.


<PAGE>


                                    EXHIBIT 5

March 30, 1999


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  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 1998 Employee  Equity  Incentive Plan, as amended (the
"1998 Employee Equity Incentive 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 of shareholders and directors of the Company;
                  
         4.        the 1998 Employee Equity Incentive 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 1998 Equity Incentive 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





<PAGE>



                                  EXHIBIT 23.2




The Board of Directors
Zoom Telephonics, Inc.:

We consent to incorporation  by reference in the registration  statement on Form
S-8 of Zoom  Telephonics,  Inc. of our report dated February 10, 1999, except as
to note 15, which is as of March 19, 1999, relating to the consolidated  balance
sheets of Zoom  Telephonics,  Inc. and  subsidiaries as of December 31, 1997 and
1998,  and  the  related  consolidated  statements  of  operations,  changes  in
stockholders'  equity,  and cash  flows for each of the years in the  three-year
period ended December 31, 1998, and the related  schedule,  which report appears
in the December 31, 1998 annual report on Form 10-K of Zoom Telephonics, Inc.


                            /s/ KPMG Peat Marwick LLP


Boston, Massachusetts
March 31, 1998



<PAGE>


                                  EXHIBIT 99.1


                             ZOOM TELEPHONICS, INC.
                       1998 EMPLOYEE EQUITY INCENTIVE PLAN


  Section 1.   Name and Purpose

         This plan shall be known as the Zoom  Telephonics,  Inc.  1998 Employee
Equity  Incentive  Plan (the "Plan").  The purpose of the Plan is to attract and
retain  employees and provide an incentive for them to assist Zoom  Telephonics,
Inc. (the "Company") to achieve long-range performance goals, and to enable them
to participate in the long-term growth of the Company.

  Section 2.   Definitions

(a) "Award" means any Option awarded under the Plan.

(b) "Board" means the Board of Directors of the Company.

(c) "Code"  means the  Internal  Revenue  Code of 1986,  as amended from time to
time.

(d)   "Committee"  means the Stock Option  Committee of the Board, or such other
      committee  of not less than three  members of the Board  appointed  by the
      Board to administer the Plan.

(e)  "Common  Stock" or "Stock"  means the Common  Stock,  no par value,  of the
Company.

(f)   "Company"  means Zoom  Telephonics,  Inc. and any business entity in which
      Zoom  Telephonics,  Inc. owns  directly or  indirectly  50% or more of the
      total  combined  voting power or has a significant  financial  interest as
      determined by the Committee.

(g)   "Designated   Beneficiary"   means  the   beneficiary   designated   by  a
      Participant,  in a manner  determined by the Board, to receive amounts due
      or exercise  rights of the  Participant in the event of the  Participant's
      death.  In the  absence  of an  effective  designation  by a  Participant,
      Designated Beneficiary shall mean the Participant's estate.

(h)   "Fair  Market  Value"  means,  with  respect to Common  Stock or any other
      property,  the fair market  value of such  property as  determined  by the
      Board in good faith or in the manner established by the Board from time to
      time.

(i)   "Nonqualified  Stock Option" means an option to purchase  shares of Common
      Stock,  awarded to a Participant under Section 6, which is not intended to
      comply as an incentive  stock option under  Section 422 of the Code or any
      successor provision.

(j) "Option" means a Nonqualified Stock Option.

(k)   "Officer"  means any individual who is a designated  corporate  officer of
      the  Company  or is deemed an  officer  of the  Company  under  Rule 16b-3
      promulgated under the Securities  Exchange Act of 1934, as amended (or any
      successor  or  supplementary  law,  rule or  regulation),  or is deemed an
      officer  under  Rule 4310 of the  Marketplace  Rules of The  Nasdaq  Stock
      Market, Inc (or any successor or supplementary law, rule or regulation).

(l)  "Participant"  means a person  eligible  pursuant  to  Section 4 hereof and
     selected by the Board to receive an Award under the Plan.

  Section 3.   Administration
  
         The Plan shall be administered  by the Committee.  The Board shall have
authority to adopt, alter and repeal such administrative  rules,  guidelines and
practices  governing  the  operation  of the Plan as it shall  from time to time
consider  advisable,  and to interpret the  provisions of the Plan.  The Board's
decisions shall be final and binding. To the extent permitted by applicable law,
the Board may delegate to the Committee the power to make Awards to Participants
and all determinations under the Plan with respect thereto.

  Section 4.   Eligibility

         All employees of the Company,  other than Officers and directors of the
Company, are eligible to be Participants in the Plan.

  Section 5.   Stock Available for Awards

(a)  Subject to adjustment  under  subsection  (b), Awards may be made under the
     Plan of Options to acquire not in excess of 300,000 shares of Common Stock.
     If any Award in respect of shares of Common Stock  expires or is terminated
     unexercised  or is  forfeited  for any reason or  settled in a manner  that
     results in fewer shares outstanding than were initially awarded,  including
     without  limitation the surrender of shares in payment for the Award or any
     tax obligation thereon, the shares subject to such Award or so surrendered,
     as the  case  may  be,  to the  extent  of  such  expiration,  termination,
     forfeiture or decrease,  shall again be available for award under the Plan.
     Common Stock issued through the assumption or  substitution  of outstanding
     grants from an acquired  Company shall not reduce the shares  available for
     Awards  under the Plan.  Shares of Common  Stock  issued under the Plan may
     consist in whole or in part of authorized  but unissued  shares or treasury
     shares.

(b)  In  the  event  that  the  Board   determines   that  any  stock  dividend,
     extraordinary  cash  dividend,  creation  of a class of equity  securities,
     recapitalization,    reorganization,   merger,   consolidation,   split-up,
     spin-off,  combination,  exchange of shares, warrants or rights offering to
     purchase Common Stock at a price  substantially below fair market value, or
     other similar  transaction affects the Common Stock such that an adjustment
     is  required  in order to  preserve  the  benefits  or  potential  benefits
     intended  to be made  available  under  the  Plan,  then the  Board,  shall
     equitably adjust any or all of (i) the number and kind of shares in respect
     of which  Awards  may be made  under the Plan,  (ii) the number and kind of
     shares  subject to  outstanding  Awards,  and (iii) the award,  exercise or
     conversion  price with respect to any of the  foregoing,  and if considered
     appropriate,  the Board may make  provision for a cash payment with respect
     to an outstanding Award,  provided that the number of shares subject to any
     Award shall always be a whole number.

  Section 6.   Stock Options

(a)  Subject to the  provisions  of the Plan,  the Board may award  Nonqualified
     Stock  Options  and  determine  the  number of shares to be covered by each
     Option,  the Option  Price  therefor  and the  conditions  and  limitations
     applicable to the exercise of the Option.

(b) The Board  shall  establish  the  Option  Price at the time  each  Option is
awarded.

(c)  Each Option  shall be  exercisable  at such times and subject to such terms
     and  conditions  as the  Board  may  specify  in the  applicable  Award  or
     thereafter.  The Board may  impose  such  conditions  with  respect  to the
     exercise of Options, including conditions relating to applicable federal or
     state securities laws, as it considers necessary or advisable.

(d)  No shares  shall be  delivered  pursuant to any exercise of an Option until
     payment in full of the Option  Price  therefor is received by the  Company.
     Such  payment  may be made in whole or in part in cash  or,  to the  extent
     permitted by the Board at or after the award of the Option,  by delivery of
     a note or shares  of  Common  Stock  owned by the  optionholder,  including
     restricted  stock,  valued  at  their  Fair  Market  Value  on the  date of
     delivery,  by  the  reduction  of the  shares  of  Common  Stock  that  the
     optionholder would be entitled to receive upon exercise of the Option, such
     shares to be valued at their  Fair  Market  Value on the date of  exercise,
     less their Option Price (a so-called  "cashless  exercise"),  or such other
     lawful  consideration  as  the  Board  may  determine.   In  addition,   an
     optionholder  may engage in a successive  exchange (or series of exchanges)
     in which the shares of Common Stock that such  optionholder  is entitled to
     receive  upon the exercise of an Option may be  simultaneously  utilized as
     payment for the exercise of an additional Option or Options.

(e)  The  Board  may  provide  for the  automatic  award of an  Option  upon the
     delivery  of shares to the  Company  in  payment of an Option for up to the
     number of shares so delivered.

  Section 7.   General Provisions Applicable to Awards

(a)  Documentation.  Each Award under the Plan shall be  evidenced  by a writing
     delivered to the  Participant  specifying the terms and conditions  thereof
     and containing  such other terms and conditions not  inconsistent  with the
     provisions  of the Plan as the Board  considers  necessary  or advisable to
     achieve  the  purposes  of the  Plan  or  comply  with  applicable  tax and
     regulatory laws and accounting principles.

(b)  Board  Discretion.  The terms of each Award need not be identical,  and the
     Board need not treat Participants  uniformly.  Except as otherwise provided
     by the Plan or a particular  Award,  any  determination  with respect to an
     Award  may be  made  by the  Board  at the  time of  award  or at any  time
     thereafter.  Without  limiting the  foregoing,  an Award may be made by the
     Board, in its discretion,  to any 401(k), savings,  pension, profit sharing
     or other  similar plan of the Company in lieu of or in addition to any cash
     or other property contributed or to be contributed to such plan.

(c)  Settlement.  The Board shall determine  whether Awards are settled in whole
     or in part in cash, Common Stock,  other securities of the Company,  Awards
     or other  property.  The Board may permit a Participant to defer all or any
     portion of a payment under the Plan, including the crediting of interest on
     deferred  amounts  denominated in cash and dividend  equivalents on amounts
     denominated in Common Stock.

(d)  Termination of Employment. The Board shall determine the effect on an Award
     of the disability,  death, retirement or other termination of employment of
     a Participant  and the extent to which,  and the period  during which,  the
     Participant's legal representative,  guardian or Designated Beneficiary may
     receive payment of an Award or exercise rights thereunder.

(e)  Change in Control.  In order to preserve a  Participant's  rights  under an
     Award in the event of a change in control of the Company,  the Board in its
     discretion  may,  at the time an  Award is made or at any time  thereafter,
     take one or more of the following actions: (i) provide for the acceleration
     of any time period relating to the exercise of the Award,  (ii) provide for
     the purchase of the Award upon the  Participant's  request for an amount of
     cash or other  property  that could have been received upon the exercise of
     the Award had the Award been currently exercisable,  (iii) adjust the terms
     of the Award in a manner  determined  by the Board to reflect the change in
     control,  (iv) cause the Award to be  assumed,  or new  rights  substituted
     therefor,  by another entity, or (v) make such other provision as the Board
     may consider equitable and in the best interests of the Company.

(f)  Withholding.  The Participant  shall pay to the Company,  or make provision
     satisfactory  to the Board for payment of, any taxes  required by law to be
     withheld in respect of Awards  under the Plan no later than the date of the
     event  creating  the tax  liability.  In the Board's  discretion,  such tax
     obligations  may be paid in whole or in part in  shares  of  Common  Stock,
     including  shares  retained  from the Award  creating  the tax  obligation,
     valued at their Fair Market Value on the date of delivery.  The Company and
     its  affiliates  may, to the extent  permitted by law,  deduct any such tax
     obligations from any payment of any kind otherwise due to the Participant.

(g)  Amendment  of  Award.  The  Board  may  amend,   modify  or  terminate  any
     outstanding  Award,  including  substituting  therefor another Award of the
     same or a different type, changing the date of exercise,  provided that the
     Participant's  consent to such action  shall be  required  unless the Board
     determines that the action,  taking into account any related action,  would
     not materially and adversely affect the Participant.

  Section 8.   Miscellaneous
(a)  No Right To  Employment.  No  person  shall  have any  claim or right to be
     granted  an Award,  and the grant of an Award  shall  not be  construed  as
     giving  a  Participant  the  right to  continued  employment.  The  Company
     expressly reserves the right at any time to dismiss a Participant free from
     any liability or claim under the Plan, except as expressly  provided in the
     applicable Award.

(b)  No Rights As  Shareholder.  Subject  to the  provisions  of the  applicable
     Award, no Participant or Designated  Beneficiary shall have any rights as a
     shareholder  with respect to any shares of Common  Stock to be  distributed
     under the Plan until he or she becomes the holder thereof.

(c)  Governing  Law.  The  provisions  of the  Plan  shall  be  governed  by and
     interpreted   in  accordance   with  the  laws  of  the   Commonwealth   of
     Massachusetts.

(d)  Indemnity.  Neither the Board nor the Committee, nor any members of either,
     nor any  employees  of the  Company  or any  parent,  subsidiary,  or other
     affiliate,   shall  be  liable  for  any  act,  omission,   interpretation,
     construction or  determination  made in good faith in connection with their
     responsibilities  with respect to this Plan,  and the Company hereby agrees
     to indemnify the members of the Board,  the members of the  Committee,  and
     the employees of the Company and its parent or  subsidiaries  in respect of
     any claim,  loss,  damage, or expense  (including  reasonable counsel fees)
     arising  from any  such  act,  omission,  interpretation,  construction  or
     determination to the full extent permitted by law.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 37418}]
{"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": "333-75575", "film-number": "99586427"}, "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 April 1, 1999
================================================================================
                              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. 1998 Employee Equity Incentive Plan
                              (Full title of Plan)
                           --------------------------

                                Frank B. Manning
                      President and Chief Executive Officer
                             Zoom Telephonics, Inc.
                                207 South Street
                                Boston, MA 02111
                                 (617) 423-1072
                      (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             300,000 Shares (2)           $4.00                $1,200,000              $333.60
------------------------------------- --------------------- ---------------------- ----------------------- ====================
(1)   Estimated solely for purposes of calculating the registration fee pursuant
      to Rule 457(c) under the Securities Act of 1933, as amended,  on the basis
      of the average of the high and low  reported  price of the Common Stock of
      Zoom Telephonics, Inc. on the Nasdaq National Market on March 30, 1999.
================================================================================
(2)  Includes   300,000   shares  of  Common  Stock   issuable  under  the  Zoom
     Telephonics,  Inc.  1998  Employee  Equity  IncentivePlan.  Such  presently
     indeterminabl  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.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation Of Documents by Reference.

         The Registrant hereby  incorporates by reference into this Registration
Statement the following documents:

         (a)      The  Registrant's  Annual  Report on Form 10-K for the  fiscal
                  year ended December 31, 1998,  filed pursuant to Section 13(a)
                  or 15(d) of the  Securities  Exchange Act of 1934,  as amended
                  (the "Exchange Act").

         (b)      All other reports filed  pursuant to Section 13(a) or 15(d) of
                  the  Exchange  Act since the end of the fiscal year covered by
                  the Annual Report referred to in (a) above.

         (c)      The description of the Registrant's  Common Stock contained in
                  the Registrant's  Registration Statement on Form 10 dated June
                  29, 1990 (File No.  0-18672),  filed pursuant to Section 12 of
                  the Exchange Act.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to the date hereof and prior
to the filing of a post-effective  amendment which indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed hereby  incorporated by reference in this  Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this registration  statement to the extent that a statement  contained herein or
in any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  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 of the Canada
Business  Corporation  Act.  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 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Number   Description

4.1      Articles  of  Continuance,  filed as  Exhibit  3.1 to the  Registrant's
         Annual Report on Form 10-K for the fiscal year ended  December 31, 1991
         (the "1991 Form 10-K").*

4.2      By-Law No. 1 of the Registrant, filed as Exhibit 3.2 to the 1991 
         Form 10-K.*

4.3      By-Law No. 2 of the Registrant, filed as Exhibit 3.3 to the 1991 
         Form 10-K.*

     4.4  Specimen  Certificate  of  Common  Stock,  filed  as  Exhibit  4.01 to
          Registration Statement No. 333-01452 on Form S-3.*
         
         

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).

99.1       Zoom Telephonics, Inc. 1998 Employee Equity Incentive Plan.

*        Not filed herewith. In accordance with Rule 411 promulgated pursuant to
         the  Securities  Act of  1933,  as  amended,  reference  is made to the
         documents previously filed with the Commission,  which are incorporated
         by reference herein.

Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i)  To include any prospectus required by Section 10(a)(3) 
                       of the Securities Act;

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement.

                  (iii) To include any material  information with respect to the
plan of distribution not previously  disclosed in the Registration  Statement or
any material change to such information in this Registration Statement;

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the paragraphs is contained in periodic reports filed with or furnished
to the Commission by the information required to be included in a post effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the commission by the Registrant  pursuant to Section 13 or Section
15(d) of the Securities  Exchange Act that are incorporated by reference in this
Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities  Act,  each  post-effective  amendment  shall be  deemed  to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange Act that is incorporated  by reference in the  Registration
Statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the Registrant's  Restated  Certificate of Incorporation,
Restated  By-Laws,  or otherwise,  the  Registrant  has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
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
March 31, 1999.

                                                        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            March 30, 1998
      Frank B. Manning                      and Chief Executive Officer
                                            (Principal Executive Officer)

       /s/ Robert A. Crist                  Principal Financial and Accounting          March 30, 1998
------------------------------------
       Robert A. Crist                      Officer

      /s/ Peter R. Kramer                   Director                                    March 30, 1998
------------------------------------
      Peter R. Kramer

      /s/ Bernard Furman                    Director                                    March 30, 1998
      Bernard Furman

      /s/ L. Lamont Gordon                  Director                                    March 30, 1998
------------------------------------
      L. Lamont Gordon

                                            Director                                    March 30, 1998
      J. Ronald Woods
EXHIBIT INDEX
Exhibit                                                                       
Number                                                                        

4.1      Articles  of  Continuance,  filed as  Exhibit  3.1 to the  Registrant's
         Annual Report on Form 10-K for the fiscal year ended  December 31, 1991
         (the "1991 Form 10-K")

4.2      By-Law No. 1 of the Registrant, filed as Exhibit 3.2 to the 1991 
         Form 10-K

4.3      By-Law No. 2 of the Registrant, filed as Exhibit 3.3 to the 1991 
         Form 10-K

4.4      Specimen  Certificate of Common Stock,  filed as Exhibit 4.01 to  
         Registration  Statement No. 333-01452 on Form S-3
         

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)

99.1     Zoom Telephonics, Inc. 1998 Employee Equity Incentive Plan

*        Not filed herewith. In accordance with Rule 411 promulgated pursuant to
         the  Securities  Act of  1933,  as  amended,  reference  is made to the
         documents previously filed with the Commission,  which are incorporated
         by reference herein.
EXHIBIT 5

March 30, 1999

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  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 1998 Employee  Equity  Incentive Plan, as amended (the
"1998 Employee Equity Incentive 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 of shareholders and directors of the Company;
                  
         4.        the 1998 Employee Equity Incentive 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 1998 Equity Incentive 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

The Board of Directors
Zoom Telephonics, Inc.:

We consent to incorporation  by reference in the registration  statement on Form
S-8 of Zoom  Telephonics,  Inc. of our report dated February 10, 1999, except as
to note 15, which is as of March 19, 1999, relating to the consolidated  balance
sheets of Zoom  Telephonics,  Inc. and  subsidiaries as of December 31, 1997 and
1998,  and  the  related  consolidated  statements  of  operations,  changes  in
stockholders'  equity,  and cash  flows for each of the years in the  three-year
period ended December 31, 1998, and the related  schedule,  which report appears
in the December 31, 1998 annual report on Form 10-K of Zoom Telephonics, Inc.

                            /s/ KPMG Peat Marwick LLP

Boston, Massachusetts
March 31, 1998
EXHIBIT 99.1

                             ZOOM TELEPHONICS, INC.
                       1998 EMPLOYEE EQUITY INCENTIVE PLAN

  Section 1.   Name and Purpose

         This plan shall be known as the Zoom  Telephonics,  Inc.  1998 Employee
Equity  Incentive  Plan (the "Plan").  The purpose of the Plan is to attract and
retain  employees and provide an incentive for them to assist Zoom  Telephonics,
Inc. (the "Company") to achieve long-range performance goals, and to enable them
to participate in the long-term growth of the Company.

  Section 2.   Definitions

(a) "Award" means any Option awarded under the Plan.

(b) "Board" means the Board of Directors of the Company.

(c) "Code"  means the  Internal  Revenue  Code of 1986,  as amended from time to
time.

(d)   "Committee"  means the Stock Option  Committee of the Board, or such other
      committee  of not less than three  members of the Board  appointed  by the
      Board to administer the Plan.

(e)  "Common  Stock" or "Stock"  means the Common  Stock,  no par value,  of the
Company.

(f)   "Company"  means Zoom  Telephonics,  Inc. and any business entity in which
      Zoom  Telephonics,  Inc. owns  directly or  indirectly  50% or more of the
      total  combined  voting power or has a significant  financial  interest as
      determined by the Committee.

(g)   "Designated   Beneficiary"   means  the   beneficiary   designated   by  a
      Participant,  in a manner  determined by the Board, to receive amounts due
      or exercise  rights of the  Participant in the event of the  Participant's
      death.  In the  absence  of an  effective  designation  by a  Participant,
      Designated Beneficiary shall mean the Participant's estate.

(h)   "Fair  Market  Value"  means,  with  respect to Common  Stock or any other
      property,  the fair market  value of such  property as  determined  by the
      Board in good faith or in the manner established by the Board from time to
      time.

(i)   "Nonqualified  Stock Option" means an option to purchase  shares of Common
      Stock,  awarded to a Participant under Section 6, which is not intended to
      comply as an incentive  stock option under  Section 422 of the Code or any
      successor provision.

(j) "Option" means a Nonqualified Stock Option.

(k)   "Officer"  means any individual who is a designated  corporate  officer of
      the  Company  or is deemed an  officer  of the  Company  under  Rule 16b-3
      promulgated under the Securities  Exchange Act of 1934, as amended (or any
      successor  or  supplementary  law,  rule or  regulation),  or is deemed an
      officer  under  Rule 4310 of the  Marketplace  Rules of The  Nasdaq  Stock
      Market, Inc (or any successor or supplementary law, rule or regulation).

(l)  "Participant"  means a person  eligible  pursuant  to  Section 4 hereof and
     selected by the Board to receive an Award under the Plan.

  Section 3.   Administration
  
         The Plan shall be administered  by the Committee.  The Board shall have
authority to adopt, alter and repeal such administrative  rules,  guidelines and
practices  governing  the  operation  of the Plan as it shall  from time to time
consider  advisable,  and to interpret the  provisions of the Plan.  The Board's
decisions shall be final and binding. To the extent permitted by applicable law,
the Board may delegate to the Committee the power to make Awards to Participants
and all determinations under the Plan with respect thereto.

  Section 4.   Eligibility

         All employees of the Company,  other than Officers and directors of the
Company, are eligible to be Participants in the Plan.

  Section 5.   Stock Available for Awards

(a)  Subject to adjustment  under  subsection  (b), Awards may be made under the
     Plan of Options to acquire not in excess of 300,000 shares of Common Stock.
     If any Award in respect of shares of Common Stock  expires or is terminated
     unexercised  or is  forfeited  for any reason or  settled in a manner  that
     results in fewer shares outstanding than were initially awarded,  including
     without  limitation the surrender of shares in payment for the Award or any
     tax obligation thereon, the shares subject to such Award or so surrendered,
     as the  case  may  be,  to the  extent  of  such  expiration,  termination,
     forfeiture or decrease,  shall again be available for award under the Plan.
     Common Stock issued through the assumption or  substitution  of outstanding
     grants from an acquired  Company shall not reduce the shares  available for
     Awards  under the Plan.  Shares of Common  Stock  issued under the Plan may
     consist in whole or in part of authorized  but unissued  shares or treasury
     shares.

(b)  In  the  event  that  the  Board   determines   that  any  stock  dividend,
     extraordinary  cash  dividend,  creation  of a class of equity  securities,
     recapitalization,    reorganization,   merger,   consolidation,   split-up,
     spin-off,  combination,  exchange of shares, warrants or rights offering to
     purchase Common Stock at a price  substantially below fair market value, or
     other similar  transaction affects the Common Stock such that an adjustment
     is  required  in order to  preserve  the  benefits  or  potential  benefits
     intended  to be made  available  under  the  Plan,  then the  Board,  shall
     equitably adjust any or all of (i) the number and kind of shares in respect
     of which  Awards  may be made  under the Plan,  (ii) the number and kind of
     shares  subject to  outstanding  Awards,  and (iii) the award,  exercise or
     conversion  price with respect to any of the  foregoing,  and if considered
     appropriate,  the Board may make  provision for a cash payment with respect
     to an outstanding Award,  provided that the number of shares subject to any
     Award shall always be a whole number.

  Section 6.   Stock Options

(a)  Subject to the  provisions  of the Plan,  the Board may award  Nonqualified
     Stock  Options  and  determine  the  number of shares to be covered by each
     Option,  the Option  Price  therefor  and the  conditions  and  limitations
     applicable to the exercise of the Option.

(b) The Board  shall  establish  the  Option  Price at the time  each  Option is
awarded.

(c)  Each Option  shall be  exercisable  at such times and subject to such terms
     and  conditions  as the  Board  may  specify  in the  applicable  Award  or
     thereafter.  The Board may  impose  such  conditions  with  respect  to the
     exercise of Options, including conditions relating to applicable federal or
     state securities laws, as it considers necessary or advisable.

(d)  No shares  shall be  delivered  pursuant to any exercise of an Option until
     payment in full of the Option  Price  therefor is received by the  Company.
     Such  payment  may be made in whole or in part in cash  or,  to the  extent
     permitted by the Board at or after the award of the Option,  by delivery of
     a note or shares  of  Common  Stock  owned by the  optionholder,  including
     restricted  stock,  valued  at  their  Fair  Market  Value  on the  date of
     delivery,  by  the  reduction  of the  shares  of  Common  Stock  that  the
     optionholder would be entitled to receive upon exercise of the Option, such
     shares to be valued at their  Fair  Market  Value on the date of  exercise,
     less their Option Price (a so-called  "cashless  exercise"),  or such other
     lawful  consideration  as  the  Board  may  determine.   In  addition,   an
     optionholder  may engage in a successive  exchange (or series of exchanges)
     in which the shares of Common Stock that such  optionholder  is entitled to
     receive  upon the exercise of an Option may be  simultaneously  utilized as
     payment for the exercise of an additional Option or Options.

(e)  The  Board  may  provide  for the  automatic  award of an  Option  upon the
     delivery  of shares to the  Company  in  payment of an Option for up to the
     number of shares so delivered.

  Section 7.   General Provisions Applicable to Awards

(a)  Documentation.  Each Award under the Plan shall be  evidenced  by a writing
     delivered to the  Participant  specifying the terms and conditions  thereof
     and containing  such other terms and conditions not  inconsistent  with the
     provisions  of the Plan as the Board  considers  necessary  or advisable to
     achieve  the  purposes  of the  Plan  or  comply  with  applicable  tax and
     regulatory laws and accounting principles.

(b)  Board  Discretion.  The terms of each Award need not be identical,  and the
     Board need not treat Participants  uniformly.  Except as otherwise provided
     by the Plan or a particular  Award,  any  determination  with respect to an
     Award  may be  made  by the  Board  at the  time of  award  or at any  time
     thereafter.  Without  limiting the  foregoing,  an Award may be made by the
     Board, in its discretion,  to any 401(k), savings,  pension, profit sharing
     or other  similar plan of the Company in lieu of or in addition to any cash
     or other property contributed or to be contributed to such plan.

(c)  Settlement.  The Board shall determine  whether Awards are settled in whole
     or in part in cash, Common Stock,  other securities of the Company,  Awards
     or other  property.  The Board may permit a Participant to defer all or any
     portion of a payment under the Plan, including the crediting of interest on
     deferred  amounts  denominated in cash and dividend  equivalents on amounts
     denominated in Common Stock.

(d)  Termination of Employment. The Board shall determine the effect on an Award
     of the disability,  death, retirement or other termination of employment of
     a Participant  and the extent to which,  and the period  during which,  the
     Participant's legal representative,  guardian or Designated Beneficiary may
     receive payment of an Award or exercise rights thereunder.

(e)  Change in Control.  In order to preserve a  Participant's  rights  under an
     Award in the event of a change in control of the Company,  the Board in its
     discretion  may,  at the time an  Award is made or at any time  thereafter,
     take one or more of the following actions: (i) provide for the acceleration
     of any time period relating to the exercise of the Award,  (ii) provide for
     the purchase of the Award upon the  Participant's  request for an amount of
     cash or other  property  that could have been received upon the exercise of
     the Award had the Award been currently exercisable,  (iii) adjust the terms
     of the Award in a manner  determined  by the Board to reflect the change in
     control,  (iv) cause the Award to be  assumed,  or new  rights  substituted
     therefor,  by another entity, or (v) make such other provision as the Board
     may consider equitable and in the best interests of the Company.

(f)  Withholding.  The Participant  shall pay to the Company,  or make provision
     satisfactory  to the Board for payment of, any taxes  required by law to be
     withheld in respect of Awards  under the Plan no later than the date of the
     event  creating  the tax  liability.  In the Board's  discretion,  such tax
     obligations  may be paid in whole or in part in  shares  of  Common  Stock,
     including  shares  retained  from the Award  creating  the tax  obligation,
     valued at their Fair Market Value on the date of delivery.  The Company and
     its  affiliates  may, to the extent  permitted by law,  deduct any such tax
     obligations from any payment of any kind otherwise due to the Participant.

(g)  Amendment  of  Award.  The  Board  may  amend,   modify  or  terminate  any
     outstanding  Award,  including  substituting  therefor another Award of the
     same or a different type, changing the date of exercise,  provided that the
     Participant's  consent to such action  shall be  required  unless the Board
     determines that the action,  taking into account any related action,  would
     not materially and adversely affect the Participant.

  Section 8.   Miscellaneous
(a)  No Right To  Employment.  No  person  shall  have any  claim or right to be
     granted  an Award,  and the grant of an Award  shall  not be  construed  as
     giving  a  Participant  the  right to  continued  employment.  The  Company
     expressly reserves the right at any time to dismiss a Participant free from
     any liability or claim under the Plan, except as expressly  provided in the
     applicable Award.

(b)  No Rights As  Shareholder.  Subject  to the  provisions  of the  applicable
     Award, no Participant or Designated  Beneficiary shall have any rights as a
     shareholder  with respect to any shares of Common  Stock to be  distributed
     under the Plan until he or she becomes the holder thereof.

(c)  Governing  Law.  The  provisions  of the  Plan  shall  be  governed  by and
     interpreted   in  accordance   with  the  laws  of  the   Commonwealth   of
     Massachusetts.

(d)  Indemnity.  Neither the Board nor the Committee, nor any members of either,
     nor any  employees  of the  Company  or any  parent,  subsidiary,  or other
     affiliate,   shall  be  liable  for  any  act,  omission,   interpretation,
     construction or  determination  made in good faith in connection with their
     responsibilities  with respect to this Plan,  and the Company hereby agrees
     to indemnify the members of the Board,  the members of the  Committee,  and
     the employees of the Company and its parent or  subsidiaries  in respect of
     any claim,  loss,  damage, or expense  (including  reasonable counsel fees)
     arising  from any  such  act,  omission,  interpretation,  construction  or
     determination to the full extent permitted by law.