UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K


                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) July 29, 2004

                             Zoom Technologies, Inc.
       ------------------------------------------------------------------
             (Exact Name Of Registrant As Specified In Its Charter)

                                    Delaware
       ------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

                0-18672                                   51-0448969
                -------                            ----------------------
           (Commission File Number)         (I.R.S. Employer Identification No.)

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

                              (617) 423-1072
           ----------------------------------------------------
           (Registrant's Telephone Number, Including Area Code)

       (Former Name or Former Address, if Changed Since Last Report)


Item 7. Financial Statements and Exhibits.
       (c) Exhibits.

Exhibit Number       Description
--------------       -----------
    99.1             Press release dated July 29, 2004 of Zoom Technologies,
                     Inc. (the "Company") announcing  its financial  results for
                     the Second quarter ended June 30, 2004.

Item 12.  Results of operations and financial condition.

     On July 29,  2004,  the  Company  issued  a press  release  announcing  its
financial  results for the Second  quarter  ended June 30,  2004.  A copy of the
press release is attached hereto as Exhibit 99.1 and is  incorporated  herein in
its entirety by reference.

     Limitation on Incorporation by Reference. The information furnished in this
Item 12 shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended,  or otherwise  subject to the  liabilities  of
that section,  nor shall such information be deemed incorporated by reference in
any filing  under the  Securities  Act of 1933,  as amended,  except as shall be
expressly set forth by specific reference in such a filing.

     Cautionary Note Regarding Forward-Looking Statements. Except for historical
information  contained in the press release  attached as an exhibit hereto,  the
press release  contains  forward-looking  statements which involve certain risks
and  uncertainties  that could cause actual  results to differ  materially  from
those expressed or implied by these  statements.  Please refer to the cautionary
note in the press release regarding these forward-looking statements.







                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Dated: July 29, 2004            ZOOM TECHNOLOGIES, INC.



                                    By:    /s/ Robert A. Crist
                                        --------------------------
                                            Robert A. Crist, Chief
                                            Financial Officer



                                  EXHIBIT INDEX

Exhibit Number       Description
--------------       -----------
    99.1             Press release dated July 29, 2004 of Zoom Technologies,
                     Inc. (the "Company") announcing  its financial  results for
                     the Second quarter ended June 30, 2004.


                                  EXHIBIT 99.1

        Zoom Technologies Reports Results for the Second Quarter of 2004
        ----------------------------------------------------------------

     Boston,  MA, July 29,  2004 -Zoom  Technologies,  Inc.  (NASDAQ:  ZOOM),  a
leading  manufacturer  of modems and other data  communication  products,  today
reported net sales of $8.1 million for the second  quarter of 2004, up 7.4% from
$7.5 million for the second quarter of 2003.  Zoom's ADSL modem sales  continued
to grow, offsetting the decline in dial-up modem sales.

     Zoom reported a net loss of $580 thousand or $.07 per diluted share for its
second  quarter  ending June 30, 2004,  which included $250 thousand of expenses
related to Zoom's  unsuccessful  attempt  to acquire a company.  Even with these
acquisition-related   expenses,   Zoom's  net  loss  of  $580  thousand  was  an
improvement  over Zoom's net loss of $991  thousand or $.13 per diluted share in
the second quarter of 2003. The  improvement was due primarily to improved gross
profit.

     Gross profit was $2.3  million or 27.8% of net sales in the second  quarter
of 2004,  up from $1.8  million or 23.3% of net sales in the  second  quarter of
2003. The improved  gross profit  dollars and  percentage  were primarily due to
lower selling price dilution as Zoom reduced its dial-up modem rebates.

     Operating  expenses  were $2.9  million or 35.8% of net sales in the second
quarter  of 2004  compared  to $2.8  million or 37.3% of net sales in the second
quarter of 2003.  The increase in operating  expenses was  primarily due to $250
thousand of acquisition-related expenses, which were partially offset by reduced
depreciation, retail marketing costs, sales commissions, and personnel expenses.

     Net sales for the first six  months of 2004 were 5.4%  above  those for the
first  half of 2003.  The net loss for the  first  six  months  of 2004 was $1.1
million, or $.14 per share,  compared to a net loss of $1.8 million, or $.23 per
share, for the first six months of 2003.

     Zoom's  cash  balance  on June 30,  2004 was  $10.6  million,  up from $9.9
million on December 31, 2003.  During the quarter the exercise of stock  options
by Zoom  employees  added $1.0 million to Zoom's cash balance.  On June 30, 2004
Zoom's current ratio was 6.1.

     "We are  encouraged  by our  success in ADSL," said Frank  Manning,  Zoom's
President  and CEO.  "This was our  eleventh  consecutive  quarter of ADSL modem
revenue  growth,  and ADSL's share of our net sales reached 36%. Later this year
Zoom plans to begin  shipping a new  generation  of ADSL  modems with the ADSL2+
standard,  delivering much higher speeds,  extended reach,  and improved network
management  functions.  Soon we will also be shipping our first VoIP "voice over
the Internet"  products.  We believe that Zoom has unique advantages in VoIP due
to a number  of  factors,  including  proprietary  hardware  that  embodies  our
knowledge of telephony  and  broadband  modems,  our recently  announced  Global
Village  VoIP  service   integrated   with  our  hardware,   and   multi-country
distribution  and  support.  We  believe  that VoIP will be very  successful  in
countries outside the US, where phone rates are generally high, and that Zoom is
well-positioned  for success in these  countries  and in the US. We will discuss
our VoIP and ADSL plans in more detail during our conference call later today."

     Zoom's conference call will begin Thursday, July 29th at 11:00 a.m. Eastern
Time.  Anyone may access the conference call by dialing (800) 838-4403 for calls
made within the United  States or dialing  (973)  317-5319 for calls outside the
United  States.  The call will also be  simulcast  to stock  analysts  and other
interested parties on Zoom's website  (www.zoom.com/Q2)  and other financial and
investor-oriented  websites via the CCBN / StreetEvents  network.  Shortly after
the conference  call, a recorded  broadcast will be available on Zoom's website.
For  additional   information,   please   contact   Investor   Relations,   Zoom
Technologies,  207 South Street,  Boston,  MA 02111,  telephone  (617) 423-1072,
email investor@zoom.com, or visit Zoom's website at www.zoom.com.

                                      ---

This release  contains  forward-looking  information  relating to Zoom's  plans,
expectations and intentions,  including  statements  relating to Zoom's plans to
introduce new VoIP, ADSL, and Global Village products,  and the characteristics,
advantages and potential  success of such products and services.  Actual results
may be materially  different  from those  expectations  as a result of known and
unknown risks,  including  Zoom's  potential  future results;  Zoom's ability to
obtain  additional  financing  for working  capital and other  purposes;  Zoom's
prospects  in the dial-up  modem  market,  which has the  potential  for reduced
sales,  lower margins,  and less favorable  selling  terms;  the  uncertainty of
market growth of VoIP and of cable and ADSL modem markets,  and the  uncertainty
of Zoom's ability to more successfully  penetrate those markets, which have been
challenging  markets with  significant  barriers to entry;  Zoom's reliance on a
relatively  limited  number  of  customers  for sale of its DSL  modems;  Zoom's
ability  to  effectively  manage  its  inventory;  uncertainty  of  new  product
development and introduction,  including budget overruns, project delays and the
risk that newly introduced  products may contain undetected errors or defects or
otherwise not perform as anticipated, and other delays in shipments of products;
Zoom's  dependence  on one or a limited  number of  suppliers  for  certain  key
components;   rapid   technological   change;   Zoom's  increasing  reliance  on
international  sales;  competition;  and other risks set forth in Zoom's filings
with the Securities and Exchange Commission.  Zoom cautions readers not to place
undue reliance upon any such forward-looking statements,  which speak only as of
the date made. Zoom expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any such  statements  to reflect any change
in the Zoom's  expectations or any change in events,  conditions or circumstance
on which any such





                             ZOOM TECHNOLOGIES, INC.
                           Consolidated Balance Sheets
                                  In thousands
                                   (Unaudited)

                                                     Jun 30,            Dec 31,
                                                      2004               2003
--------------------------------------------------------------------------------
                                                                  

Assets

Current assets:

        Cash                                          $10,553           $ 9,904
        Accounts receivable, net                        3,314             3,945
        Inventories, net                                5,106             4,771
        Prepaid expenses and other                        422               435
--------------------------------------------------------------------------------

               Total current assets                    19,395            19,055

Property and equipment, net                             2,763             2,919

--------------------------------------------------------------------------------
               Total assets                           $22,158           $21,974
--------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

        Accounts payable                              $ 1,649           $ 2,172
        Accrued expenses                                1,305             1,012
        Current portion of long-term debt                 229               224
--------------------------------------------------------------------------------
               Total current liabilities                3,183             3,408

        Long-term debt                                  4,982             5,096
--------------------------------------------------------------------------------
               Total liabilities                        8,165             8,504
--------------------------------------------------------------------------------
Stockholders' equity:

        Common stock and additional paid-in capital    30,145            28,581
        Treasury stock                                     (7)               (7)
        Accumulated other comprehensive
         income (loss)                                    430               334
        Retained earnings (deficit)                   (16,575)          (15,438)
--------------------------------------------------------------------------------
               Total stockholders' equity              13,993            13,470
--------------------------------------------------------------------------------
               Total liabilities &
               Stockholders' equity                   $22,158           $21,974
--------------------------------------------------------------------------------





                                  ZOOM TECHNOLOGIES, INC.
                          Consolidated Statements of Operations
                            In thousands,except per share data
                                       (Unaudited)

                                                   Three Months Ending       Six Months Ending
                                                 ----------------------     -------------------
                                                 6/30/04       6/30/03       6/30/04    6/30/03
-----------------------------------------------------------------------------------------------
                                                                            
Net sales                                         $8,091       $ 7,537       $15,883    $15,075
Cost of goods sold                                 5,841         5,777        11,321     11,170
-----------------------------------------------------------------------------------------------

    Gross profit                                   2,250         1,760         4,562      3,905

Operating expenses:
    Selling                                        1,171         1,227         2,397      2,589
    General and administrative                     1,063           843         2,017      1,801
    Research and development                         666           743         1,343      1,495
-----------------------------------------------------------------------------------------------
    Total operating expenses                       2,900         2,813         5,757      5,885
-----------------------------------------------------------------------------------------------
    Operating profit (loss)                         (650)       (1,053)       (1,195)    (1,980)

Other income (expense), net                           70            62            58        149
------------------------------------------------------------------------------------------------
    Income(loss) before income taxes                (580)         (991)       (1,137)    (1,831)

Income tax expense(benefit)                           -              -           -          -
------------------------------------------------------------------------------------------------
    Net income (loss)                             $ (580)      $  (991)     $ (1,137)   $(1,831)
------------------------------------------------------------------------------------------------

Basic earnings (loss) per share:

    Earnings (loss) per share                     $(0.07)       $ (0.13)    $  (0.14)   $ (0.23)

Diluted earnings (loss) per share:

    Earnings (loss) per share                     $(0.07)       $ (0.13)    $  (0.14)   $ (0.23)
------------------------------------------------------------------------------------------------
Weighted average number of shares
outstanding:

        Basic                                      8,466          7,852        8,333      7,853
        Diluted                                    8,466          7,852        8,333      7,853
------------------------------------------------------------------------------------------------