SCHEDULE 14A
                                 (RULE 14a-101)

                  INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
                                     of 1934
                               (Amendment No. ___)

Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check
the appropriate box:

[ ]  Preliminary Proxy Statement
[ ]  Confidential,  for  use  of the  Commission  only  (as  permitted  by  Rule
     14a-6(e)(2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material under Rule 14a-12

                              Zoom Technologies, Inc.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
  (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
     1)   Title of each class of securities to which transaction applies:
     ---------------------------------------------------------------------------
     2)   Aggregate number of securities to which transaction applies:
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     3)   Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
          filing fee is calculated and state how it was determined):
     ---------------------------------------------------------------------------
     4)   Proposed maximum aggregate value of transaction:
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     5)   Total fee paid:
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[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the form or schedule and the date of its filing.
     1)   Amount Previously Paid:
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     2)   Form, Schedule or Registration Statement No.:
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     3)   Filing Party:
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     4)   Date Filed:
     ---------------------------------------------------------------------------

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



May 20, 2005


Dear Stockholder:

     You are cordially  invited to attend the Annual Meeting of  Stockholders of
Zoom Technologies,  Inc. to be held on Friday, June 24, 2005 at the headquarters
of Zoom  Technologies,  207  South  Street,  Boston,  Massachusetts  02111.  The
location is near South Station in downtown Boston.

     A buffet  breakfast will be available  starting at 9:15 a.m.  Eastern time,
and the  meeting  will  begin at  10:00  a.m.  Officers  and  directors  will be
available for  discussion  before and after the meeting.  After the short formal
part  of  the   meeting,   there   will  be  a  business   presentation   and  a
question-and-answer period.

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

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

                                    Frank Manning
                                    President





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

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

     NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of Zoom  Technologies,  Inc. will be held on Friday,  June 24, 2005 at
10:00 a.m.,  Eastern time, at Zoom's  headquarters  located at 207 South Street,
Boston, Massachusetts 02111, for the following purposes:

1.   To elect five (5)  directors  to serve for the ensuing year and until their
     successors are duly elected.

2.   To consider  and act upon a proposal to amend the Zoom  Technologies,  Inc.
     1990 Stock Option Plan to increase the number of authorized shares reserved
     for issuance thereunder.

3.   To transact any other  business  that may  properly  come before the Annual
     Meeting or any adjournments thereof.

     The Board of Directors has fixed the close of business on April 25, 2005 as
the record date for determining the  stockholders  entitled to receive notice of
and to vote at the Annual Meeting and any continuation or adjournment thereof.

     All  stockholders  are  cordially  invited to attend  the  Annual  Meeting.
However, to assure your  representation at the Annual Meeting,  you are urged to
mark,  sign,  date and return the enclosed  proxy as promptly as possible in the
enclosed postage-prepaid  envelope. Any stockholder attending the Annual Meeting
may vote in person even if he or she returned a proxy.

                                    BY ORDER OF THE BOARD OF DIRECTORS

                                    /s/ Frank Manning
                                    President
Boston, Massachusetts
May 20,2005
--------------------------------------------------------------------------------
IMPORTANT:  YOU ARE URGED TO SIGN,  DATE AND  PROMPTLY  RETURN THE  ACCOMPANYING
PROXY  CARD IN THE  ENVELOPE  PROVIDED,  SO THAT IF YOU ARE UNABLE TO ATTEND THE
MEETING  YOUR  SHARES  MAY  NEVERTHELESS  BE VOTED.  EVEN IF YOU HAVE GIVEN YOUR
PROXY,  YOUR PROXY MAY BE REVOKED AT ANY TIME PRIOR TO  EXERCISE  BY FILING WITH
THE  SECRETARY  OF ZOOM A WRITTEN  REVOCATION,  BY  EXECUTING A PROXY AT A LATER
DATE, OR BY ATTENDING AND VOTING AT THE MEETING.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                                  THANK YOU FOR ACTING PROMPTLY.
--------------------------------------------------------------------------------



                             ZOOM TECHNOLOGIES, INC.

           PROXY STATEMENT FOR THE 2005 ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD ON JUNE 24, 2005

                 INFORMATION CONCERNING SOLICITATION AND VOTING

General

     The enclosed proxy is solicited on behalf of the Board of Directors of Zoom
Technologies, Inc. ("Zoom"), for use at the Annual Meeting of Stockholders to be
held on Friday June 24, 2005 at 10:00 a.m. Eastern time (the "Annual  Meeting"),
or at any continuation or adjournment thereof, for the purposes set forth herein
and in the  accompanying  Notice of Annual Meeting of  Stockholders.  The Annual
Meeting will be held at the  headquarters  of Zoom located at 207 South  Street,
Boston,  Massachusetts  02111. This proxy statement,  the accompanying Notice of
the Annual  Meeting, proxy card, and Zoom's  Annual  Report on Form 10-K for the
year ending December 31, 2004 are first being mailed to stockholders on or about
May 20, 2005.

Record Date, Stock Ownership and Voting

     Only  stockholders of record at the close of business on April 25, 2005 are
entitled to receive notice of and to vote at the Annual Meeting. At the close of
business on April 25, 2005 there were outstanding and entitled to vote 9,067,591
shares of  common  stock,  par  value  $.01 per  share  ("Common  Stock").  Each
stockholder is entitled to one vote for each share of Common Stock. One-third of
the shares of Common  Stock  outstanding  and entitled to vote is required to be
present or represented by proxy at the Annual Meeting in order to constitute the
quorum necessary to take action at the Annual Meeting.

The five (5) nominees for the Board of Directors who receive the greatest number
of votes  cast by  stockholders  present in person or  represented  by proxy and
entitled to vote thereon will be elected directors of Zoom. The affirmative vote
of the  holders of a  majority  of shares of Common  Stock  present in person or
represented  by proxy and  entitled  to vote  thereon  is  required  to  approve
Proposal No. 2 relating to the  amendment to the Zoom  Technologies,  Inc.  1990
Stock Option Plan, as amended (the "1990 Stock Option Plan").

     Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the inspector of elections  appointed for the Annual  Meeting.  The inspector of
elections will treat  abstentions as shares of Common Stock that are present and
entitled to vote for purposes of determining a quorum.  Abstentions will have no
effect on the outcome of the vote for the election of  directors,  but will have
the effect of being cast  against the  proposal  to amend the 1990 Stock  Option
Plan,  even  though  the  stockholder  so  abstaining  may  intend  a  different
interpretation.  Shares of Common  Stock  held of record by  brokers  who do not
return a signed and dated  proxy or do not comply  with the voting  instructions
will not be  considered  present  at the  Annual  Meeting,  will not be  counted
towards a quorum and will not be voted in the  election of  directors  or on the
proposal to amend the 1990 Stock  Option  Plan.  Shares of Common  Stock held of
record by brokers  who return a signed and dated proxy or comply with the voting
instructions  but who fail to vote on the  election of directors or the proposal
to amend the 1990 Stock  Option  Plan will be  considered  present at the Annual
Meeting and will count toward the quorum but will have no affect on the proposal
not voted.

Revocability of Proxies

     Any person giving a proxy in the form accompanying this proxy statement has
the power to revoke it at any time  before  it is voted.  It may be  revoked  by
filing with the  Secretary  of Zoom at Zoom's  headquarters,  207 South  Street,
Boston,  Massachusetts 02111, by written notice of revocation or a duly executed
proxy  bearing a later date,  or by attending  the Annual  Meeting and voting in
person.

Solicitation

     All costs of this  solicitation  of proxies will be borne by Zoom. Zoom may
reimburse  banks,  brokerage  firms and other  persons  representing  beneficial
owners  of  shares  for  their  reasonable   expenses   incurred  in  forwarding
solicitation  materials to such  beneficial  owners.  Solicitation of proxies by
mail may be  supplemented  by  telephone,  fax,  electronic  mail,  or  personal
solicitations  by  directors,  officers,  or  employees of Zoom.  No  additional
compensation will be paid for any such services.

                                 PROPOSAL NO. 1

                              ELECTION OF DIRECTORS

     A board of five (5) directors is to be elected at the Annual  Meeting.  The
Board of Directors,  upon the  recommendation of the Nominating  Committee,  has
nominated  the persons  listed below for  election as directors of Zoom.  Unless
otherwise  instructed,  the proxy holders will vote the proxies received by them
for the nominees named below.

     Four of the five  nominees are currently  directors of Zoom.  Mr. L. Lamont
Gordon,  a director  since 1992,  has  notified  Zoom that he will not stand for
reelection and will resign as a Board of Director and from all Zoom  committees,
effective  at  the  Annual   Meeting.   The  Board  of  Directors  has,  at  the
recommendation of the Nominating  Committee,  nominated Joseph J. Donovan as the
fifth nominee for Director.  If Mr.  Donovan is elected,  it is expected that he
will  be  appointed  as an  independent  director  to  serve  on  Zoom's  Audit,
Compensation and Nomination Committees.

     In the event that any nominee cannot or will not serve as a director at the
time of the Annual Meeting,  the proxies will be voted for the nominee,  if any,
who shall be  designated  by the present Board of Directors to fill the vacancy.
It is not expected that any nominee will be unable or will decline to serve as a
director.  The  proposed  nominees  are  not  being  nominated  pursuant  to any
arrangement or  understanding  with any person.  Each director elected will hold
office until the next Annual  Meeting or until his  successor is duly elected or
appointed and qualified, unless his office is earlier vacated in accordance with
the Certificate of Incorporation of Zoom or he becomes  disqualified to act as a
director. The five (5) nominees who receive the greatest number of votes cast by
stockholders  present, in person or by proxy, and entitled to vote at the Annual
Meeting, will be elected directors of Zoom.

Background of Nominees

Name                    Age   Principal                             Director
                              Occupation                            Since
----------------------------------------------------------------------------
Frank B. Manning        56    Chief Executive Officer,              1977
                                President and Chairman of the
                                Board of Zoom Technologies, Inc.
Peter R. Kramer         53    Executive Vice President and          1977
                                Director of Zoom Technologies, Inc.
Bernard Furman (1)      75    Consultant                            1991
J. Ronald Woods(1)      69    President of Rowood Capital Corp.     1991
Joseph J. Donovan       55    Director of Education Programs at
                                Suffolk University's Sawyer School
                                of Management                        --
--------------------------------------------------------------------------

(1) Current members of the Audit, Nominating and Compensation Committees.

     Frank B.  Manning is a  co-founder  of Zoom and has been  President,  Chief
Executive  Officer  and a Director of Zoom since May 1977,  and  Chairman of the
Board since  1986.  He earned his B.S.,  M.S.  and Ph.D.  degrees in  Electrical
Engineering  from the  Massachusetts  Institute  of  Technology,  where he was a
National  Science  Foundation  Fellow.  Mr. Manning was a director of Microtouch
Systems, Inc., a Nasdaq-listed leader in touchscreen technology, from 1993 until
its  acquisition by 3M in 2001.  Since 1998 Mr. Manning has served as a director
of the  Massachusetts  Technology  Development  Corporation,  a  public  purpose
venture capital firm that invests in seed and early-stage  technology  companies
in  Massachusetts.  Frank B.  Manning  is the  brother  of Terry  Manning,  Vice
President of Sales and Marketing of Zoom.

     Peter  R.  Kramer  is a  co-founder  of Zoom and has  been  Executive  Vice
President  and a Director of Zoom since May 1977.  He earned his B.A.  degree in
1973 from SUNY Stony Brook and his M.F.A. degree from C.W. Post College in 1975.

     Bernard  Furman  has  been a  Director  of Zoom  since  1991.  Mr.  Furman,
currently retired,  has served as a consultant to various  companies,  including
Timeplex,  Inc. (formerly listed on the New York Stock Exchange), a world leader
in  large  capacity  multiplexer  and  network  management  products.  He  was a
co-founder  of Timeplex  and served as its General  Counsel and as member of its
Board of  Directors  from its  inception  in 1969,  and in 1984 also became Vice
Chairman,  Chief Administrative  Officer and a member of the Executive Committee
of the Board,  holding all such positions  until Timeplex was acquired by Unisys
Corporation in 1988.

     J. Ronald Woods has been a Director of Zoom since 1991. Since November 2000
Mr. Woods has served as President of Rowood Capital Corp., a private  investment
Company.   From  June  1996  to  November   2000,   Mr.  Woods  served  as  Vice
President-Investments  of Jascan,  Inc., a private  investment  holding company.
Prior to  that,  Mr.  Woods  served  as Vice  President-Investments  of  Conwest
Exploration  Corporation  Ltd., a resource holding company based in Toronto from
1987 to June 1996. He also served as a director,  major  shareholder and head of
research  and  corporate  finance  for  Merit  Investment  Corporation,  a stock
brokerage  firm,  from 1972 through  1987,  and served as the President of Merit
Investment  Corporation  from 1984 through 1987. He is a former  Governor of the
Toronto Stock  Exchange and is currently a director of Regal Energy Corp.,  Luke
Energy Ltd., and Virtus Energy Ltd.

     Joseph J. Donovan is a new nominee to the Board of  Directors.  Since March
2004 Mr.  Donovan has served as the  Director of  Education  Programs of Suffolk
University's  Sawyer School of Management on the Dean College campus,  and he is
responsible  for  the   administration  of  undergraduate  and  graduate  course
offerings at Dean College.  Mr. Donovan also serves as an adjunct faculty member
at Suffolk  University's  Sawyer  School of  Management.  He  teaches  Money and
Capital Markets,  Managerial  Economics,  and Managerial Finance in the Graduate
School  of  Business  Administration.  Mr.  Donovan  served as the  Director  of
Emerging Technology Development for the Commonwealth of Massachusetts' Office of
Emerging  Technology  from January 1993 through  October 2004.  Mr. Donovan also
served as a director of the Massachusetts  Technology  Development  Corporation,
the Massachusetts  Emerging  Technology  Development Fund, and the Massachusetts
Community Development  Corporation.  He received a Bachelor of Arts in Economics
and History from St. Anselm College in Manchester, N.H. and a Master's Degree in
Economics and Business from the University of Nebraska.

Board of Directors' Meetings and Committees

     The Board of  Directors  held seven (7)  meetings  during  the year  ending
December 31, 2004. Each current  director  attended at least 75% of the meetings
of the Board of Directors  and each  Committee on which they served,  other than
Mr.  Lamont  Gordon.  All of Zoom's  directors  are  encouraged to attend Zoom's
annual meeting of stockholders.  All of Zoom's directors who were serving at the
time were in attendance at Zoom's 2004 Annual Meeting.

     Standing committees of the Board include an Audit Committee, a Compensation
Committee and a Nominating  Committee.  During 2004, Messrs.  Furman, Gordon and
Woods served as the members of each of these Committees.

     Board Independence.  The Board of Directors has reviewed the qualifications
of Messrs.  Furman,  Gordon and Woods and has determined that each individual is
"independent" as such term is defined under the current listing standards of the
Nasdaq  Stock  Market.  In  addition,  each  member  of the Audit  Committee  is
independent as required under Section 10A(m)(3) of the Securities  Exchange Act,
as amended.  If elected as a director,  it is expected that Mr.  Joseph  Donovan
will be appointed to serve on the Audit, Compensation and Nomination Committees.
The  Board of  Directors  has  reviewed  Mr.  Donovan's  qualifications  and has
determined that he would be "independent"  under applicable SEC rules and Nasdaq
listing standards.

     Audit Committee. Messrs. Furman, Gordon and Woods are currently the members
of the Audit  Committee.  The Board of Directors has  determined  that Mr. Woods
qualifies as an "audit committee financial expert", as defined by applicable SEC
rules.

     The Audit  Committee  operates under a written charter adopted by the Board
of Directors,  which is publicly  available on Zoom's  website at  www.zoom.com.
Under the provisions of the Audit Committee  Charter,  the primary  functions of
the Audit  Committee are to assist the Board of Directors  with the oversight of
(i) Zoom's  financial  reporting  process,  accounting  functions  and  internal
controls  and (ii) the  qualifications,  independence,  appointment,  retention,
compensation and performance of Zoom's independent  registered public accounting
firm.  The  Audit  Committee  is  also  responsible  for  the  establishment  of
"whistle-blowing"  procedures,  and the  oversight of certain  other  compliance
matters.  The Audit  Committee  held six (6) meetings  during  2004.  See "Audit
Committee Report" below.

     Compensation Committee.  Messrs. Furman, Gordon and Woods are currently the
members  of  Zoom's  Compensation  Committee.   The  primary  functions  of  the
Compensation  Committee  include (i) reviewing and  approving  Zoom's  executive
compensation,  (ii) reviewing the recommendations of the Chief Executive Officer
regarding the compensation of senior officers,  (iii) evaluating the performance
of the Chief Executive  Officer,  and (iv) overseeing the administration of, and
the approval of grants of stock  options and other equity  awarded  under Zoom's
stock option plans. A copy of the  Compensation  Committee's  written charter is
publicly available on Zoom's website at www.zoom.com. The Compensation Committee
held one (1) meeting during 2004.

     Nominating  Committee.  Messrs.  Furman, Gordon and Woods are currently the
members of Zoom's Nominating Committee.  The primary functions of the Nominating
Committee  are to (i)  identify,  review  and  evaluate  candidates  to serve as
directors of Zoom, and (ii) make  recommendations to the Board of candidates for
all directorships to be filled by the stockholders or the Board.

     The   Nominating   Committee  may  consider   candidates   recommended   by
stockholders  as well as from other sources such as other directors or officers,
third  party  search  firms  or other  appropriate  sources.  For all  potential
candidates, the Nominating Committee may consider all factors it deems relevant,
such as a  candidate's  personal  integrity  and sound  judgment,  business  and
professional  skills  and  experience,   independence,   possible  conflicts  of
interest, diversity, the extent to which the candidate would fill a present need
on the Board, and concern for the long-term  interests of the  stockholders.  In
general,  persons  recommended  by  stockholders  will be considered on the same
basis as candidates from other sources.  If a stockholder  wishes to recommend a
candidate for director for election at the 2006 Annual Meeting of  Stockholders,
it must follow the procedures  described in "Deadline for Receipt of Stockholder
Proposals and Recommendations for Director."

     A copy of the Nominating  Committee's written charter is publicly available
on Zoom's website at www.zoom.com. The Nominating Committee held one (1) meeting
during 2004.

                             AUDIT COMMITTEE REPORT

     The Audit  Committee  has reviewed and  discussed  with  management  Zoom's
audited consolidated  financial statements for the year ended December 31, 2004.
The  Audit  Committee  has also  discussed  with KPMG  LLP,  Zoom's  independent
registered  public  accounting firm, the matters required to be discussed by the
Auditing  Standards Board Statement on Auditing Standards No. 61 (Communications
with Audit Committees),  as amended. As required by Independence Standards Board
Standard No. 1, as amended, "Independence Discussion with Audit Committees," the
Audit Committee has received and reviewed the required written disclosures and a
confirming letter from KPMG LLP regarding their independence,  and has discussed
the matter with KPMG.

     Based on its review and  discussions of the foregoing,  the Audit Committee
recommended to the Board of Directors that Zoom's audited consolidated financial
statements  for 2004 be  included in Zoom's  Annual  Report on Form 10-K for the
year ended December 31, 2004.
--------------------------------------------------------------------------------
                                        Audit Committee:
                                        Bernard Furman
                                        L. Lamont Gordon
                                        J. Ronald Woods
--------------------------------------------------------------------------------
Directors' Compensation

     Each non-employee  director of Zoom receives a fee of $500 per quarter plus
a fee of $500 for each  meeting at which the  director  is  personally  present.
Travel and lodging expenses are also reimbursed.

     Each  non-employee  director of Zoom is also granted  stock  options  under
Zoom's 1991  Directors  Stock Option Plan,  as amended (the  "Directors  Plan").
Currently,  the  non-employee  directors of Zoom are Bernard  Furman,  L. Lamont
Gordon and J. Ronald Woods.

     The Directors  Plan provides in the aggregate that 450,000 shares of Common
Stock  (subject  to  adjustment  for  capital  changes)  may be issued  upon the
exercise of options granted under the Directors Plan. Each non-employee director
automatically  receives an option to purchase  12,000  shares of Common Stock on
January 10 and July 10 of each year. The exercise price for the options  granted
under the  Directors  Plan is the fair market  value of the Common  Stock on the
date the option is granted.  During 2004, Messrs.  Furman, Woods and Gordon each
received  options to purchase  24,000 shares of Common Stock under the Directors
Plan at an average exercise price of $3.81 per share.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following  table sets forth certain  information  regarding  beneficial
ownership of Zoom's  Common Stock as of April 8, 2005, by (i) each person who is
known by Zoom to own  beneficially  more than five percent (5%) of Zoom's Common
Stock,  (ii) each of Zoom's  directors  and nominees for director and each Named
Executive  Officer  listed  below in the  Summary  Compensation  Table under the
heading "Executive Compensation",  and (iii) all of Zoom's current directors and
executive officers as a group. On April 8, 2005, there were 9,056,591 issued and
outstanding  shares of Zoom's Common Stock.  Unless otherwise noted, each person
identified  below possesses sole voting and investment power with respect to the
shares listed. The information contained in this table is based upon information
received from or on behalf of the named  individuals or from publicly  available
information and filings by or on behalf of those persons with the SEC.

Name                                  Number of Shares        % of Common Stock
                                     Beneficially Owned
                                      on April 8, 2005
---------------------------------- ------------------------ --------------------
Frank B. Manning(1) (2)                    750,346                    8.2%
c/o Zoom Technologies, Inc.
207 South Street
Boston, MA 02111

Peter R. Kramer(3)                         625,978                    6.8%
c/o Zoom Technologies, Inc.
207 South Street
Boston, MA 02111

Bernard Furman(4)                           76,000                      *
L. Lamont Gordon(5)                         25,000                      *
J. Ronald Woods(6)                          41,000                      *
Joseph J. Donovan                                                       *
Robert A. Crist(7)                          30,000                      *
Deena M. Randall(8)                         26,000                      *
Terry Manning (2)(9)                       128,710                    1.4%
All current Directors and                1,718,034                   18.1%
Executive Officers as a group
(9 persons)(10)
---------------------------------- ------------------------ --------------------
*Less than one percent of shares outstanding.
(1)  Includes  124,100  shares that Mr.  Frank  Manning has the right to acquire
     upon exercise of outstanding  stock options  exercisable  within sixty (60)
     days after April 8, 2005. Includes 3,368 shares held by Mr. Frank Manning's
     daughter, as to which he disclaims beneficial ownership.
(2)  Terry Manning and Frank B. Manning are brothers.
(3)  Includes  120,000  shares  that Mr.  Kramer has the right to  acquire  upon
     exercise of outstanding  stock options  exercisable  within sixty (60) days
     after April 8, 2005.
(4)  Includes  36,000  shares  the Mr.  Furman  has the  right to  acquire  upon
     exercise of outstanding  stock options  exercisable  within sixty (60) days
     after April 8, 2005.
(5)  Includes  24,000  shares  the Mr.  Gordon  has the  right to  acquire  upon
     exercise of outstanding  stock options  exercisable  within sixty (60) days
     after April 8, 2005.
(6)  Includes  36,000  shares  that Mr.  Woods  has the  right to  acquire  upon
     exercise of outstanding  stock options  exercisable  within sixty (60) days
     after April 8, 2005.
(7)  Includes  20,000  shares  that Mr.  Crist  has the  right to  acquire  upon
     exercise of outstanding  stock options  exercisable  within sixty (60) days
     after April 8, 2005.
(8)  Includes  26,000  shares  that Ms.  Randall  has the right to acquire  upon
     exercise of outstanding  stock options  exercisable  within sixty (60) days
     after April 8, 2005.
(9)  Includes 32,000 shares that Mr. Terry Manning has the right to acquire upon
     exercise of outstanding  stock options  exercisable  within sixty (60) days
     after April 8, 2005.
(10) Includes an  aggregate  of 418,100  shares that the current  directors  and
     Named  Executive  Officers  listed  above  have the right to  acquire  upon
     exercise of outstanding  stock options  exercisable  within sixty (60) days
     after April 25,  2005.  Also  includes  an  additional  15,000  shares that
     executive officers not listed above have the right to acquire upon exercise
     of outstanding stock options exercisable within sixty (60) days after April
     8, 2005.

                             EXECUTIVE COMPENSATION

Summary Compensation Table

     The  following  Summary  Compensation  Table  shows,  for the years  ending
December 31, 2004, 2003 and 2002, the  compensation of each person who served as
Chief Executive Officer and the four most highly compensated  executive officers
of Zoom whose total annual salary and bonus  exceeded  $100,000 for all services
rendered in all  capacities to Zoom during the last  completed  year (the "Named
Executive Officers").


                                                                           Long Term Compensation Awards
                                       -------Annual Compensation-------   Securities
Name and                                                    Other Annual   Underlying     All Other
Principal Position          Year End   Salary      Bonus    Compensation   Options (#)    Compensation(2)
---------------------------------------------------------------------------------------------------------
                                                                        
Frank B. Manning,           12/31/04   $129,272    -0-          -0-            -0-        $1,700
Chief Executive Officer,    12/31/03   $129,272    -0-          -0-          100,000      $1,700
President and Chairman      12/31/02   $131,758    -0-          -0-          100,000      $  218
of the Board

Peter R. Kramer,            12/31/04   $129,272    -0-          -0-            -0-        $  909
Executive Vice President    12/31/03   $129,272    -0-          -0-           80,000      $  909
and Director                12/31/02   $131,758    -0-          -0-           80,000      $  218

Robert A. Crist,            12/31/04   $147,264    -0-        $4,080(1)        -0-        $  770
Vice President of Finance   12/31/03   $147,264    -0-        $4,080(1)       40,000      $  770
and Chief Financial         12/31/02   $150,096    -0-        $4,080(1)       40,000      $  501
Officer

Deena M. Randall,           12/31/04   $128,336    -0-          -0-            -0-        $  216
Vice President of           12/31/03   $128,336    -0-          -0-           40,000      $  216
Operations                  12/31/02   $130,804    -0-          -0-           40,000      $  141

Terry Manning,              12/31/04   $123,500    -0-          -0-            -0-        $  202
Vice President of           12/31/03   $123,500    -0-          -0-           30,000      $  202
Sales and Marketing         12/31/02   $125,875    -0-          -0-           35,000      $  202
---------------------------------------------------------------------------------------------------------

(1)  Consists solely of amounts paid for parking expenses.
(2)  Consists of  insurance  premiums  paid by Zoom for the term life  insurance
     policy for the benefit of the Named Executive Officer.

Option Grants in Last Fiscal Year

     There were no options granted to any Named Executive Officer in 2004.

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

     The  following  table  sets  forth  information  with  respect to the Named
Executive  Officers  concerning  the  exercise of options  during the year ended
December 31, 2004 and unexercised options held as of December 31, 2004.


                               AGGREGATED OPTION EXERCISES IN 2004
                                  AND 12/31/2004 OPTION VALUES

                       Shares                Number of Securities       Value of Unexercised
                      Acquired    Value     Underlying Unexercised      In-the-Money Options
                         On      Realized    Options at 12/31/2004         at 12/31/2004 (1)
Name                  Exercise   In 2004  Exercisable Unexercisable  Exercisable Unexercisable
-----------------------------------------------------------------------------------------------
                                                                
Frank B. Manning      200,000    $230,544  150,000       50,000       $308,000    $ 71,000
Peter R. Kramer       150,000    $ 49,827  120,000       40,000       $246,400    $ 56,800
Robert A. Crist        98,000    $146,677   20,000       20,000       $ 28,400    $ 28,400
Deena M. Randall       88,000    $145,114   38,000       20,000       $ 71,060    $ 28,400
Terry Manning          60,000    $ 62,678   50,000       15,000       $104,250    $ 21,300
-----------------------------------------------------------------------------------------------

(1)  Based upon the $3.37  closing  price of Zoom's Common Stock on December 31,
     2004 on the Nasdaq National Market.

     Options to purchase  Zoom's  Common  Stock have been  granted to  executive
officers  and other  employees  of Zoom under  Zoom's  1990 Stock  Option  Plan.
Options to purchase Zoom's Common Stock may also be granted to employees who are
neither  officers  nor  directors  of Zoom under  Zoom's  1998  Employee  Equity
Incentive Plan, as amended (the "1998 Equity  Incentive  Plan").  The 1990 Stock
Option  Plan  and the  1998  Plan  are  each  administered  by the  Compensation
Committee of the Board of Directors.  In addition,  from time to time, the Board
of Directors has  authorized  Mr.  Manning to award a limited  number of options
under the 1998 Equity  Incentive  Plan  throughout the year. For a more detailed
description of the 1990 Stock Option Plan, please see Proposal No. 2 below.

Insider Participation in Compensation Decisions

     Decisions  regarding  executive  compensation  are made by the Compensation
Committee.  The Compensation Committee,  currently consisting of Messrs. Furman,
Gordon and Woods, is also  responsible for  administering  the 1990 Stock Option
Plan and the 1998 Equity Incentive Plan,  including  determining the individuals
to whom stock options are awarded,  the terms upon which option grants are made,
and the number of shares  subject to each  option  granted  under the 1990 Stock
Option Plan and the 1998 Equity  Incentive  Plan. No member of the  Compensation
Committee is a former or current  officer or employee of Zoom.  Mr.  Manning and
Mr.  Kramer,  both of whom are executive  officers and  directors of Zoom,  made
recommendations  to the Compensation  Committee  regarding the granting of stock
options  and  participated  in  deliberations  of  the  Compensation   Committee
concerning  executive officer  compensation.  Neither Mr. Manning nor Mr. Kramer
participated in any vote establishing their compensation.

Compensation Committee Report on Executive Compensation

     The  primary  objectives  of  the  Compensation   Committee  in  developing
executive  compensation  policies  are to  enhance  the  performance  of Zoom by
closely aligning the financial interests of Zoom's executive officers with those
of its  stockholders  and to attract and retain key executives  important to the
long-term success of Zoom. To effect these  objectives,  Zoom pays its executive
officers what the  Compensation  Committee  believes to be  relatively  low cash
compensation  while  providing those officers with  performance-based  long-term
incentive  compensation  and the  opportunity to build an ownership  interest in
Zoom through the granting of stock options.  None of Zoom's  executive  officers
received  a bonus  for  2004.  Any  future  bonuses  will be  determined  by the
Compensation Committee,  based on their subjective  determination and the future
performance of Zoom.

     Frank  B.  Manning,   Zoom's  Chief   Executive   Officer,   received  cash
compensation  for the year ending  December 31, 2004, in the amount of $129,272.
The  Compensation  Committee  has not  conducted  any  surveys  of  salaries  of
executive  officers,  but  based  upon  its  experience  believes  that the cash
compensation of its executive officers,  including the compensation  received by
Mr. Manning,  is low compared to the cash  compensation of comparable  executive
officers in similarly situated  companies.  The low level of compensation of Mr.
Manning reflects Mr. Manning's  request to limit his cash  compensation in favor
of stock  options.  Mr.  Manning was not granted any  additional  stock  options
during 2004.

--------------------------------------------------------------------------------
                                          Compensation Committee:
                                          Bernard Furman
                                          L. Lamont Gordon
                                          J. Ronald Woods
--------------------------------------------------------------------------------
Performance Graph

     The following graph compares the annual change in Zoom's  cumulative  total
stockholder  return for the five (5) year period from  December 31, 1999 through
December 31, 2004, based upon the market price of Zoom's Common Stock,  with the
cumulative  total  return  on the  Standard  & Poor's  500  Stock  Index and the
Standard & Poor's Information Technology Composite Index for that period.


Total Return Comparison
                                                             
Return Among:                12/31/99  12/31/00  12/31/01 12/31/02  12/31/03  12/31/04
---------------------------------------------------------------------------------------
Information Technology        100.00     59.12     43.75    27.31     40.02     40.88
S&P 500                       100.00     89.86     78.14    59.88     75.68     82.49
ZOOM                          100.00     37.22     15.41     8.41     43.73     39.94
---------------------------------------------------------------------------------------

     The  Performance  Graph assumes the investment of $100 on December 31, 1999
in Zoom's Common Stock, the Standard & Poor's 500 Stock Index and the Standard &
Poor's Information  Technology  Composite Index, and the reinvestment of any and
all dividends.

             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Pursuant to Section  16(a) of the  Securities  Exchange  Act of 1934,  Zoom
directors  and  officers,  as well as any person  holding  more than ten percent
(10%) of Zoom's  Common  Stock,  are required to report  initial  statements  of
ownership of Zoom's  securities and any subsequent  changes in such ownership to
the  Securities  and Exchange  Commission.  Specific  filing  deadlines of these
reports  have been  established  and Zoom is  required to disclose in this proxy
statement any failure to file by these dates during the year ending December 31,
2004.  Based on a review of such reports,  and on written  representations  from
reporting persons, Zoom believes that all Section 16(a) filing requirements were
complied with during 2004, except as follows:  one transaction was inadvertently
reported one day late on behalf of each of Messrs Furman, Woods and Gordon, each
transaction  involving a stock  option  granted to such persons on July 10, 2004
under Zoom's 1991 Directors Stock Option Plan.

                                 PROPOSAL NO. 2

                  PROPOSAL TO AMEND THE ZOOM TECHNOLOGIES, INC.
                             1990 STOCK OPTION PLAN

     In March 2005 Zoom's Board of Directors  approved,  subject to  stockholder
approval, an amendment to the Zoom Technologies,  Inc. 1990 Stock Option Plan as
amended (the "1990 Stock Option Plan") to increase the number of shares reserved
for  issuance  under the 1990 Stock  Option  Plan from  2,800,000  to  3,300,000
shares.  As of April 8, 2005 there are 900,646  shares  remaining  available for
issuance  under the 1990 Stock Option Plan, of which 492,100  shares are subject
to currently outstanding stock options.

     If the amendment is approved by the  stockholders,  the second paragraph of
Section 5 of the 1990 Stock  Option  Plan would be deleted in its  entirety  and
replaced with the following:

     The  aggregate  number of Shares for which Options may be granted shall not
     exceed  3,300,000  Shares,  but in no event shall the  aggregate  number of
     Shares  under  the  Plan  that  may be  subject,  from  time  to  time,  to
     outstanding  options granted to any one Employee exceed 5% of the Shares of
     the Company then outstanding.

Purpose of Plan

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

General Provisions

     Any  individuals  in the  full-time or part-time  employment  of Zoom or an
affiliate of Zoom including  Board members who are also  employees,  consultants
and any other  individuals  the Board  deems to be an  employee,  is eligible to
receive  options  under the 1990 Stock Option Plan.  As of April 8, 2005,  there
were  approximately 144 persons eligible to participate in the 1990 Stock Option
Plan.

     The 1990 Stock Option Plan is currently  administered  by the  Compensation
Committee,  which  is a  committee  consisting  of three  independent  directors
designated by the Board of Directors.  The members of the Compensation Committee
are not  eligible  to receive  options  under the 1990 Stock  Option  Plan.  The
Compensation Committee determines the persons to whom stock options are granted,
the number of shares covered by the options, the term of any option and the time
during which any option is exercisable. The 1990 Stock Option Plan provides that
the number of shares of Common  Stock of Zoom that may be subject,  from time to
time, to outstanding  options  granted to any one employee shall not exceed five
percent (5%) of the outstanding shares of Zoom.

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

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

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

     Currently  the 1990 Stock  Option Plan is  scheduled to expire on March 31,
2008.

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

     As of April 8, 2005 options to purchase an  aggregate of 492,100  shares of
Common  Stock  (net of  terminations)  were  outstanding  under  the 1990  Plan,
including those set forth below:


Name                                   Number of Shares             Average Exercise Price
                                  Subject to Options Granted
                                                                      
Frank B. Manning                            174,100                         $1.48
Peter R. Kramer                             160,000                         $1.48
Robert A. Crist                              40,000                         $1.48
Deena M. Randall                             46,000                         $1.48
Terry Manning                                47,000                         $1.48
All current executive officers              492,100                         $1.48
as a group ([6] persons)
All current employees who are
not executive officers, as a group                0

     No options have been or will be granted under the 1990 Stock Option Plan to
any director or associate  thereof who is not an executive  officer of Zoom.  No
options  have been or will be granted  under the 1990 Stock  Option  Plan to any
associate of an executive officer.

     On April 8, 2005 the  closing  price of Zoom's  Common  Stock on the Nasdaq
Stock Market's SmallCap Market was $2.80 per share.

     Options granted under the 1990 Stock Option Plan may not be transferred.

     The  Compensation  Committee may amend,  alter,  suspend or discontinue the
1990 Stock Option Plan; provided,  however, that the Compensation  Committee may
not without  stockholder  approval  make any  alteration  that would  materially
increase  the  benefits  to  participants  under  the l990  Stock  Option  Plan,
including any amendment which  (i)increases the number of shares of Common Stock
for which  options may be granted;  (ii)reduces  the option price of any option;
(iii) alters the  eligibility  provisions of the 1990 Stock Option Plan, or (iv)
changes the expiration date of the 1990 Stock Option Plan.

Federal Tax Consequences of the 1990 Stock Option Plan

     The following general  discussion of the federal income tax consequences of
the issuance and exercise of options granted under the 1990 Stock Option Plan is
based upon the provisions of the Internal  Revenue Code as in effect on the date
hereof,  current,  promulgated  and proposed  regulations  thereunder,  existing
administrative  rulings and pronouncements of the Internal Revenue Service,  and
judicial decisions, all of which are subject to change (perhaps with retroactive
effect).  This discussion is not intended to be a complete  discussion of all of
the federal income tax  consequences  of the 1990 Stock Option Plan or of all of
the  requirements  that must be met in order to  qualify  for the tax  treatment
described  herein.  In addition,  because tax consequences may vary, and certain
exceptions to the general rules  discussed  herein may be applicable,  depending
upon the personal circumstances of individual holders of securities, each option
holder  should  consider  his  personal  situation  and consult with his own tax
advisor  with respect to the specific  tax  consequences  applicable  to him. No
information  is provided as to state tax laws. The 1990 Stock Option Plan is not
qualified  under Section 401 of the Code, nor is it subject to the provisions of
the Employee Retirement Income Security Act of 1974, as amended.

     The  recipient  of a stock option under the 1990 Stock Option Plan will not
recognize  any taxable  income upon the grant of an option  under the 1990 Stock
Option Plan.  Generally,  an option holder recognizes ordinary taxable income at
the time an option is  exercised  in an amount  equal to the  excess of the fair
market  value of the  shares of Common  Stock on the date of  exercise  over the
exercise price.  However,  participants in the 1990 Stock Option Plan, generally
will  be  subject  to  Section  16(b)  of the  Securities  Exchange  Act of 1934
("Section  16(b)")  upon the sale of their  shares of Common  Stock and this may
affect  their tax  liability.  In the case of  exercise  of an option by someone
whose  sale of shares of Common  Stock  would  subject  him to  liability  under
Section 16(b),  recognition of income by the option holder may be postponed. The
rules  under  Section   16(b)  were  revised  after  the  Treasury   Regulations
promulgated  under the Code were adopted,  and the regulations have not yet been
amended to conform with the revised rules under Section  16(b).  However,  it is
generally anticipated that the date of recognition (the "Recognition Date") will
be  postponed  to the  earlier of (i) six  months  after the date the option was
granted, or (ii) the first day on which the sale of the shares would not subject
the  individual to liability  under Section  16(b).  It is possible that the six
month  period will  instead run from the option  holder's  most recent  grant or
purchase of Common Stock prior to the exercise of his option.  The option holder
will generally  recognize  ordinary taxable income on the Recognition Date in an
amount  equal to the  excess of the fair  market  value of the  shares of Common
Stock at that time over the option exercise price.  Despite the general rule, in
the case of  recipients  subject to Section  16(b) (if the  Recognition  Date is
after the date of exercise),  the option holder may make an election pursuant to
Section  83(b) of the Code,  in which  case the  option  holder  will  recognize
ordinary taxable income at the time the stock option is exercised and not on the
later date.  In order to be effective,  the Section 83(b)  election must be made
and filed with Zoom and the IRS within 30 days after exercise.

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

     When an option holder  subsequently  disposes of the shares of Common Stock
received  upon  exercise of an option,  he will  recognize  capital gain or loss
equal to the difference between the amount realized and the fair market value on
the date on which the option  holder  recognized  ordinary  taxable  income as a
result of the  exercise of the option.  Any such  capital  gain or loss would be
long term if the holding period for the shares is more than twelve  months.  The
holding period for the shares  generally would begin on the date the shares were
acquired  and would not include  the period of time during  which the option was
held.

     An option  holder  who pays the  exercise  price,  in whole or in part,  by
delivering shares of Common Stock already owned by him will recognize no gain or
loss for federal  income tax purposes on the shares  surrendered,  but otherwise
will be taxed according to the rules  described  above. To the extent the shares
acquired upon exercise are equal in number to the shares surrendered,  the basis
of the shares received will be equal to the basis of the shares surrendered. The
basis of shares received in excess of the shares  surrendered upon exercise will
be equal to the fair market value of the shares on the date of exercise, and the
holding period for the shares received will commence on that date.

Vote Required to Approve the Amendment to the 1990 Stock Option Plan

     The affirmative vote of the holders of a majority of shares of Common Stock
present, in person or by proxy, and entitled to vote at the meeting, is required
to approve the  proposal to amend the 1990 Stock  Option  Plan.  Proxies will be
voted in favor of the action unless otherwise instructed by the stockholders.

The Board of Directors recommends a vote FOR the approval of Proposal No. 2, the
amendment to the Zoom Technologies, Inc. 1990 Stock Option Plan.

Equity Compensation Plan Information

     Zoom  maintains a number of equity  compensation  plans for its  employees,
officers,  directors and others whose efforts contribute to Zoom's success.  The
table  below sets  forth  certain  information  as of Zoom's  fiscal  year ended
December 31, 2004  regarding the shares of its common stock  available for grant
or  granted   under  stock  option  plans  that  (i)  were  approved  by  Zoom's
stockholders, and (ii) were not approved by Zoom's stockholders.


                                                                                             Number Of Securities
                                     Number Of Securities                                   Remaining Available For
                                       To Be Issued Upon    Weighted-Average Exercise    Future Issuance Under Equity
                                          Exercise Of         Price Of Outstanding      Compensation Plans (excluding
                                     Outstanding Options,           Options,               securities reflected in
Plan Category                         Warrants And Rights      Warrants And Rights                  column a)
-------------                         -------------------   -------------------------   -----------------------------
                                          (column a)          
                                          ----------          
                                                                                         
Equity compensation plans                   664,000                  $1.7500                        646,646
approved by security holders(1)

Equity compensation plans                   391,075                  $1.9131                        421,575
not approved by security holders(2)
-----------------------------------   -------------------   -------------------------   -----------------------------
Total                                     1,055,075                  $1.8105                      1,068,221

(1)  Includes the following  plans:  Zoom  Technologies,  Inc. 1990 Stock Option
     Plan and Zoom Technologies,  Inc. 1991 Directors Stock Option Plan, each as
     amended.
(2)  Includes the Zoom  Technologies,  Inc. 1998 Employee Equity Incentive Plan,
     as amended (the "1998  Equity  Incentive  Plan").  The purposes of the 1998
     Equity  Incentive  Plan , adopted by the Board of Directors in 1998, are to
     attract and retain  employees  and provide an incentive  for them to assist
     Zoom in achieving  its  long-range  performance  goals,  and to enable such
     employees to participate in Zoom's long-term growth. In general,  under the
     1998 Equity Incentive Plan, all employees who are not officers or directors
     are eligible to  participate  in the 1998 Equity  Incentive  Plan. The 1998
     Equity  Incentive  Plan  is  currently  administered  by  the  Compensation
     Committee  of the  Board of  Directors.  Participants  in the  1998  Equity
     Incentive  Plan are eligible to receive  non-qualified  stock options at an
     option price  determined by the Compensation  Committee.  All stock options
     granted  under the 1998 Plan have been granted for at least the fair market
     value on the date of grant.  A total of 1,200,000  shares of Zoom's  common
     stock have been  authorized  for issuance  under the 1998 Equity  Incentive
     Plan.

                  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     The Audit  Committee has appointed KPMG LLP as its  independent  registered
public accounting firm, to audit the consolidated  financial  statements of Zoom
for the year ending  December  31, 2005.  A  representative  of KPMG LLP will be
present at the meeting to make a statement if such representative  desires to do
so and to respond to appropriate questions.

Principal Accountant Fees and Services

     The  following  table  summarizes  the  fees of  KPMG  LLP,  the  Company's
independent  registered  public  accounting firm, billed to Zoom for each of the
last two  years for audit  services  and  billed to Zoom in each of the last two
years for other services:

FEE CATEGORY                                   2004              2003
------------                                   ----              ----
Audit fees (1)..................            $ 125,291         $ 108,804
Audit-related fees (2)..........               38,784                 -
                                            ---------         ---------
Audit and audit related fees....            $ 164,075         $ 108,804
Tax fees (3)....................            $  23,340         $  26,500
All other fees (4)..............                    -                 -
                                            ---------         ---------
Total fees......................            $ 187,415         $ 135,304
                                            =========         =========

(1)  Audit Fees. Consists of fees billed for professional  services rendered for
     the audit of the Company's  consolidated financial statements and review of
     the interim consolidated financial statements included in quarterly reports
     and services  that are  normally  provided by KPMG LLP in  connection  with
     statutory filings and engagements.
(2)  Audit-Related  Fees.  Consists  of fees  billed for  assurance  and related
     services that are  reasonably  related to the  performance  of the audit or
     review  of the  Company's  consolidated  financial  statements  and are not
     reported   under   "Audit   Fees"  and   acquisition-related   fees  for  a
     non-consummated acquisition transaction.
(3)  Tax  Fees.  Consists  of fees  billed  for  professional  services  for tax
     compliance,  tax advice and tax planning.  In 2004 and 2003, these services
     were comprised  primarily of services for federal,  state and international
     tax compliance.
(4)  All Other Fees.  Consists of fees for products and services  other than the
     services  reported  above.  During  2004 and 2003,  no such  services  were
     provided.

Audit Committee  Policy on  Pre-Approval  of Services of Independent  Registered
Public Accounting Firm

     The Audit  Committee's  policy is to pre-approve  all audit and permissible
non-audit  services  provided by the independent  registered  public  accounting
firm.  These services may include audit services,  audit-related  services,  tax
services and other services.  Pre-approval  is generally  provided for up to one
year.  The  Audit  Committee  may  also  pre-approve  particular  services  on a
case-by-case basis.

                                 Code of Ethics

     Pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, Zoom has adopted
a Code of Ethics for Senior Financial  Officers that applies to Zoom's principal
executive  officer and its principal  financial  officer,  principal  accounting
officer and controller,  and other persons performing similar functions.  Zoom's
Code of Ethics  for Senior  Financial  Officers  is  publicly  available  on its
website at www.zoom.com.  If Zoom makes any amendments to this Code of Ethics or
grants any waiver,  including any implicit waiver, from a provision of this Code
of Ethics to Zoom's principal  executive officer,  principal  financial officer,
principal  accounting  officer,  controller or other persons  performing similar
functions,  Zoom will disclose the nature of such amendment or waiver,  the name
of the person to whom the waiver was granted and the date of waiver in a current
report on Form 8-K.

 DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS AND RECOMMENDATIONS FOR DIRECTOR

     Stockholder  proposals for  inclusion in Zoom's proxy  materials for Zoom's
2006  Annual  Meeting of  Stockholders  must be  received  by Zoom no later than
January 20, 2006.  These proposals must also meet the other  requirements of the
rules  of  the  Securities  and  Exchange  Commission  relating  to  stockholder
proposals.

     Stockholders  who wish to make a proposal at Zoom's  2006 Annual  Meeting -
other than one that will be included in Zoom's proxy  materials - should  notify
Zoom no later than April 5, 2006. If a stockholder  who wishes to present such a
proposal fails to notify Zoom by this date, the proxies that management solicits
for the meeting will have  discretionary  authority to vote on the stockholder's
proposal if it is properly brought before the meeting.  If a stockholder makes a
timely  notification,  the  proxies  may  still  exercise  discretionary  voting
authority under circumstances  consistent with the proxy rules of the Securities
and Exchange Commission.

     Stockholders  may  make  recommendations  to the  Nominating  Committee  of
candidates for its  consideration as nominees for director at Zoom's 2006 Annual
Meeting of Stockholders by submitting the name,  qualifications,  experience and
background of such person,  together  with a statement  signed by the nominee in
which  he or she  consents  to act as such,  to the  Nominating  Committee,  c/o
Secretary,  Zoom  Technologies,  Inc., 207 South Street,  Boston,  Massachusetts
02111. Notice of such recommendations should be submitted in writing as early as
possible, but in any event not later than 120 days prior to the anniversary date
of the immediately  preceding  annual meeting or special meeting in lieu thereof
and must contain specified  information and conform to certain  requirements set
forth in Zoom's Bylaws. In addition, any persons recommended should at a minimum
meet the criteria and qualifications  referred to in the Nominating  Committee's
charter,   a  copy  of  which  is  publicly   available  on  Zoom's  website  at
www.zoom.com.  The letter of recommendation from one or more stockholders should
state whether or not the person(s) making the  recommendation  have beneficially
owned 5% or more of Zoom's  Common Stock for at least one year.  The  Nominating
Committee  may refuse to  acknowledge  the  nomination of any person not made in
compliance with the procedures set forth herein,  in the Nominating  Committee's
Charter or in Zoom's Bylaws.

                           STOCKHOLDER COMMUNICATIONS

     Any  stockholder  wishing  to  communicate  with  any of  Zoom's  directors
regarding  Zoom  may  write  to  the  director,  c/o  Investor  Relations,  Zoom
Technologies,  Inc., 207 South Street,  Boston,  Massachusetts  02111.  Investor
Relations will forward these communications directly to the director(s).

                                  OTHER MATTERS

     The Board of  Directors  knows of no other  business  to be  presented  for
consideration  at  the  Annual  Meeting  other  than  described  in  this  proxy
statement. However, if any other business should come before the Annual Meeting,
it is the intention of the persons named in the proxy to vote, or otherwise act,
in accordance with their best judgment on such matters.

                           INCORPORATION BY REFERENCE

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

                           ANNUAL REPORT ON FORM 10-K

     Copies of Zoom's  Annual  Report on Form 10-K for the year ending  December
31, 2004, as filed with the  Securities  and Exchange  Commission,  are provided
herewith  and  available to  stockholders  without  charge upon written  request
addressed to Zoom Technologies,  Inc., 207 South Street,  Boston,  Massachusetts
02111, Attention: Investor Relations.

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

                                         By order of the Board of Directors
                                         /s/ Frank Manning, President

Boston, Massachusetts
May 20, 2005


                             ZOOM TECHNOLOGIES, INC.

                    PROXY FOR ANNUAL MEETING OF STOCKHOLDERS

                                  JUNE 24, 2005


The undersigned  stockholder of ZOOM TECHNOLOGIES,  INC., a Delaware corporation
(the  "Company"),  acknowledges  receipt  of the  Notice  of Annual  Meeting  of
Stockholders and Proxy Statement,  dated May 20, 2005, and hereby appoints Frank
B. Manning and Robert A. Crist, and each of them acting singly,  with full power
of  substitution,  attorneys  and proxies to represent  the  undersigned  at the
Annual Meeting of  Stockholders  of the Company to be held at the offices of the
Company,  207 South Street,  Boston,  Massachusetts  02111, on Friday,  June 24,
2005,  at 10:00  A.M.  Eastern  Time,  and at any  adjournment  or  adjournments
thereof,  with all power  which the  undersigned  would  possess  if  personally
present,  and to vote all shares of stock which the  undersigned may be entitled
to vote at said  meeting  upon the matters set forth in the Notice of Meeting in
accordance with the following instructions and with discretionary authority upon
such other  matters as may come before the  meeting.  All  previous  proxies are
hereby revoked.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT WILL BE VOTED AS
DIRECTED BY THE UNDERSIGNED  AND IF NO DIRECTION IS INDICATED,  IT WILL BE VOTED
FOR THE ELECTION OF THE NOMINEES AS DIRECTORS  AND FOR THE PROPOSAL TO AMEND THE
1990 STOCK OPTION PLAN.

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

THE BOARD OF DIRECTORS  RECOMMENDS A VOTE FOR THE NOMINEES AS DIRECTORS  AND FOR
THE PROPOSAL TO AMEND THE 1990 STOCK OPTION PLAN.

1. ELECTION OF DIRECTORS:

     [ ] FOR ALL NOMINEES (except as marked to the contrary below)
     [ ] WITHHOLD AUTHORITY (to vote for all nominees)

Nominees:  FRANK B. MANNING, PETER R. KRAMER, BERNARD FURMAN, JOSEPH J. DONOVAN,
AND J. RONALD WOODS

   Vote withheld from the following Nominee(s):
                                                --------------------------------

INSTRUCTIONS:  TO WITHHOLD  AUTHORITY TO VOTE FOR ANY  INDIVIDUAL  NOMINEE WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED ABOVE.

2.   TO AMEND THE COMPANY'S 1990 STOCK OPTION PLAN AS DESCRIBED IN THE PROXY
     STATEMENT.

     [ ]  FOR
     [ ]  AGAINST
     [ ]  ABSTAIN

                                    Mark here for               [ ]
                                    address change and
                                    note at left


SIGNATURES   SHOULD  BE  THE  SAME  AS  THE  NAME  PRINTED  HEREON.   EXECUTORS,
ADMINISTRATORS,  TRUSTEES,  GUARDIANS,  ATTORNEYS,  AND OFFICERS OF CORPORATIONS
SHOULD ADD THEIR TITLES WHEN SIGNING.

SIGNATURE:                           DATE:
          -------------------------       -------------------

SIGNATURE:                           DATE:
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