SecProbe.io

July 9, 2013

Via E -mail
Mr. Frank Manning
Chief Executive Officer
Zoom Telephonics, Inc.
207 South Street
Boston, MA 02111

Re: Zoom Telephonics, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed July 1, 2013
  File No. 333 -188926

Dear Mr. Manning:

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropri ate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Amendment No. 1 to Registration Statement on Form S -1

Results of operations, page 36

Three months ended March 31, 2013 to three months ended March 31, 2012 , page 36

1. We note your response to comment six from our letter dated June 24, 2013.   In the new
disclosure you have stated your general inventory reserve policy, but you have not
specifically addressed  how you considered the decrease in sales in your inventory
valua tion for obsolete and slow moving products. Please revise.

Mr. Frank Manning
Zoom Telephonics, Inc.
July 9, 2013
Page 2

 Exhibits

Exhibit 8.1 – Tax Opinion

2. Revise your tax opinion to remove the ambiguity as to the material tax conclusions that
are subject of the opinion.  Revise to make clear that the prospectus d isclosure covers all
material, not just certain tax consequences to investors.  Clearly identify the “four
statements” contained in the prospectus’ tax discussion referenced by the opinion.  With
respect to the opinion’s reiteration of the four statements under “Opinion,” the use of the
phrases “appears to meet” and “appear to be consistent” are not sufficiently definitive for
a tax opinion.  Please revise accordingly.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and acc uracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their  respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to revi ew any amendment prior to the requested effective date of the
registration statement.

You may contact Inessa Kessman, Staff Accountant , at (202) 551 -3371  or Ivette Leon,
Assistant Chief Accountant, at  (202) 551 -3351 if you have questions regarding comments on the

Mr. Frank Manning
Zoom Telephonics, Inc.
July 9, 2013
Page 3

 financial statements and related matters.  Please contact Justin Kisner, Attorney -Adviser, at (202)
551-3788 or me at 202 -551-3810 with  any other questions.

Sincerely,

 /s/ Larry Spirgel

 Larry Spirgel
Assistant Director

cc: Via E -mail
 Daniele Ouellette Levy, Esq.
 Morse, Barnes -Brown & Pendleton, PC