A group of the flightless birds witnessed the poolside proposal as Grant Lucas asked his girlfriend Hayleigh Valentine to become his wife.
Grant, from Raunds in Northamptonshire, went down on one knee to ask the 26-year-old to take his hand in marriage under the watch of the zoo's 72 Humboldts.
The 27-year-old leisure centre manager had booked the meet and greet penguin experience at the zoo so he could ask Hayleigh to marry him – and in the company of her favourite animals she said yes.
Senior bird keeper at Dudley Zoo, Ben Vanes, was on hand to capture the magical moment on camera when Grant took the nursery school room leader by surprise in Penguin Bay.
Grant said: "We have not set a date for the wedding yet but I’m over the moon Hayleigh said yes.
“I was quite nervous beforehand but Ben was really great, taking his time to tell us about the penguins and creating a relaxed atmosphere."
It was a special moment that came as part of a series of next big steps for the couple.
The pair, who have been together for two years, are also expecting their first child in just 10 weeks and plan to tie the knot afterwards.
Grant added: “I had chosen the ring and took it with me and when she said yes, Ben produced some flowers and champagne, which we will be putting on ice until after the baby’s born.
“It couldn’t have gone any better and Ben and everyone we dealt with at the zoo helped make it a very special occasion."