<PAGE>


    As filed with the Securities and Exchange Commission on December 28, 2001
                                       Registration Statement No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
--------------------------------------------------------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------
                                BROOKTROUT, INC.
             (Exact Name of Registrant as Specified in Its Charter)

     MASSSACHUSETTS                                        04-2814792
(State of Organization)                     (I.R.S. Employer Identification No.)

                           250 FIRST AVENUE, SUITE 300
                          NEEDHAM, MASSACHUSETTS 02494
                    (Address of Principal Executive Offices)

                                BROOKTROUT, INC.
                      2001 STOCK OPTION AND INCENTIVE PLAN
                                       AND
                                BROOKTROUT, INC.
              SECOND AMENDED AND RESTATED 1992 STOCK PURCHASE PLAN
                                       AND
                                BROOKTROUT, INC.
                      1999 STOCK INCENTIVE PLAN, AS AMENDED

                            (FULL TITLE OF THE PLANS)
                      ------------------------------------


                                  ERIC R. GILER
                                    President
                                Brooktrout, Inc.
                           250 First Avenue, Suite 300
                          Needham, Massachusetts 02494
                                 (781) 449-4100
 (Name, Address and Telephone Number, including Area Code, of Agent for Service)
                      ------------------------------------


                                  WITH COPY TO:
                             NATALIE J. MUECKE, ESQ.
                      Corporate Counsel and Assistant Clerk
                                Brooktrout, Inc.
                           250 First Avenue, Suite 300
                          Needham, Massachusetts 02494
                                 (781) 449-4100
                      ------------------------------------

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=============================== ======================== ========================== ========================= ======================

  Title of Securities To Be          Amount to be            Proposed Maximum           Proposed Maximum            Amount of
          Registered                  Registered         Offering Price Per Share   Aggregate Offering Price     Registration Fee
                                                                    (5)
------------------------------- ------------------------ -------------------------- ------------------------- ----------------------
<S>                              <C>                             <C>                         <C>                  <C>
        Common Stock,            1,500,000 shares (1)             $5.76                      $8,640,000           $2,064.96
   $.01 par value per share        200,000 shares (2) (3)         $4.90                      $  980,000           $  234.22
                                   400,000 shares (4)             $5.76                      $2,304,000           $  550.66
                                                                                                                 ------------
                                                                                                                  $2,849.84
=============================== ======================== ========================== ========================= ======================
</TABLE>

(1)  Shares being registered under the Brooktrout, Inc. 2001 Stock Option and
     Incentive Plan.

(2)  Shares being registered under the Brooktrout, Inc. Second Amended and
     Restated 1992 Stock Purchase Plan.

(3)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended (the "Securities Act"), this registration statement also covers an
     indeterminate amount of interests to be offered or sold pursuant to the
     Second Amended and Restated 1992 Stock Purchase Plan.

(4)  Shares being registered under the Brooktrout, Inc. 1999 Stock Incentive
     Plan, as amended.

(5)  This estimate is made pursuant to Rule 457(c) and (h) under the Securities
     Act solely for the purpose of determining the amount of the registration
     fee. The registration fee is based upon the average of the high and low
     prices for the Registrant's Common Stock, par value $.01 per share, as
     reported in the consolidated reporting system on December 26, 2001.

================================================================================



<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I is included in documents sent or
given to the respective participants in the plans registered hereunder pursuant
to Rule 428(b)(1) under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant is subject to the informational and reporting
requirements of Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:

          (a) the Registrant's Annual Report on Form 10-K, as amended, for the
fiscal year ended December 31, 2000;

          (b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
2001, June 30, 2001 and September 30, 2001;

          (c) Current Reports on Form 8-K filed April 25, 2001 and May 4, 2001;

          (d) the description of the Registrant's common stock, par value $.01
per share, contained in the Registrant's Registration Statement on Form 8-A
dated October 1, 1992, as amended, as such description may be amended from time
to time; and

          (e) the description of the Registrant's preferred stock purchase
rights, contained in the Registrant's Registration Statement on Form 8-A dated
September 14, 1998, as such description may be amended from time to time.

         In addition, all documents subsequently filed with the Commission by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment hereto
which indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
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 by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
subsequently filed document which also is incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Natalie J. Muecke, Esq., Corporate Counsel and Assistant Clerk of the
Registrant, will pass upon the validity of the common stock offered hereby. Ms.
Muecke is a full-time employee of the Registrant and owns or has the right to
acquire 6,465 shares of common stock of the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 67 of Chapter 156B of the Massachusetts General Laws ("Section
67") provides that a corporation may indemnify its directors and officers to the
extent specified in or authorized by (i) the articles of organization, (ii) a
by-law


                                       3


<PAGE>


adopted by the stockholders, or (iii) a vote adopted by the holders of a
majority of the shares of stock entitled to vote on the election of directors.
In all instances, the extent to which a corporation provides indemnification to
its directors and officers under Section 67 is optional. In its By-laws the
Registrant has elected to commit to provide indemnification to its Directors and
Officers in specified circumstances. Generally, Article IV of the Registrant's
By-laws indemnifies Directors and Officers of the Registrant against liability
and expenses arising out of legal proceedings brought against them by reason of
their status or service as Directors or Officers or by reason of their agreeing
to serve, at the request of the Registrant, as a director or officer of, or in a
similar capacity with, another organization or in any capacity with respect to
any employee benefit plan of the Registrant. Under this provision, a Director or
Officer of the Registrant shall be indemnified by the Registrant for all
expenses, judgments, fines and amounts paid in settlement of such proceedings,
even if he or she is not successful on the merits, if he or she acted in good
faith and in a manner he or she reasonably believed to be in the best interests
of the Registrant.

         The Registrant's By-laws establish the presumption that the Director or
Officer has met the applicable standard of conduct required for indemnification.
The indemnification above shall be made unless the Board of Directors,
stockholders or independent counsel determines that the applicable standard of
conduct has not been met. Such a determination shall be made by a majority vote
of a quorum of the Directors or the stockholders, independent legal counsel or a
court of competent jurisdiction. The Board of Directors shall authorize
advancing litigation expenses to a Director or Officer at his or her request
upon receipt of an undertaking by such Director or Officer to repay such
expenses if it is ultimately determined that he or she is not entitled to
indemnification for such expenses.

         The Registrant's By-laws also provide that, in the event of a
determination by the Board of Directors, stockholders or independent legal
counsel that a Director or Officer did not meet the standard of conduct required
for indemnification, or if the Registrant fails to make an indemnification
payment or an advance of expenses within 60 days after such payment is claimed
by a Director or Officer, such Director or Officer may petition a court to make
an independent determination of whether such Director or Officer is entitled to
indemnification. The Registrant's By-laws explicitly provide for partial
indemnification of costs and expenses in the event that a Director of Officer is
not entitled to full indemnification.

         Article VI.D of the Registrant's Restated Articles of Organization
eliminates the personal liability of the Registrant's Directors to the
Registrant or its stockholders for monetary damages for breach of a Director's
fiduciary duty, except to the extent Chapter 156B of the Massachusetts General
Laws prohibits the elimination or limitation of such liability.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions, the Commission has expressed
its opinion that such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.      EXHIBITS.

         The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.

EXHIBITS

            4.1     Brooktrout, Inc. 2001 Stock Option and Incentive Plan.
            4.2     Brooktrout, Inc. Second Amended and Restated 1992 Stock
                    Purchase Plan.
            4.3     First Amendment to Brooktrout, Inc. Second Amended and
                    Restated 1992 Stock Purchase Plan.
           *4.4     Brooktrout, Inc. 1999 Stock Incentive Plan previously filed
                    as Exhibit 4.1 to Brooktrout, Inc.'s Registration Statement
                    on Form S-8 filed with the Commission on June 30, 2000,
                    File No. 333-40644.
           *4.5     First Amendment to Brooktrout, Inc. 1999 Stock Incentive
                    Plan previously filed as Exhibit 4.2 to Brooktrout, Inc.'s
                    Registration Statement on Form S-8 filed with the Commission
                    on June 30, 2000, File No. 333-40644.
            4.6     Second Amendment to Brooktrout, Inc. 1999 Stock Incentive
                    Plan.
              5     Opinion of Natalie J. Muecke, Esq., as to the legality of
                    the securities being registered.
           23.1     Consent of Natalie J. Muecke, Esq. (included in Exhibit 5).
           23.2     Consent of Deloitte & Touche LLP, Independent Auditors.
           24.1     Powers of Attorney (included on signature page to this
                    Registration Statement).

*Incorporated by reference.


                                       4


<PAGE>


ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         (a) (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 of 1933;

                    (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 the registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 of 1934 that are incorporated by reference in the registration statement.

             (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, 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 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 Act and will
be governed by the final adjudication of such issue.


                                       5


<PAGE>




                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Brooktrout,
Inc. 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 Needham, Commonwealth of Massachusetts on this 28th
day of December, 2001.

                                                   BROOKTROUT, INC.

                                                   By:  /s/ Eric R. Giler
                                                        ---------------------
                                                   Eric R. Giler
                                                   President


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints each of Eric R. Giler, David W. Duehren
and Robert C. Leahy, and each of them acting singly, such person's true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto each said attorney-in-fact and agent 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 such person might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent, or any substitute or
substitutes of any of them, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.


<TABLE>
<CAPTION>
 SIGNATURE                                       TITLE                                                           DATE
 <S>                                            <C>                                                             <C>
                                                President and Director                                          December 28, 2001
 /s/Eric R. Giler                               (Principal Executive Officer)
 ------------------------------------------
 Eric R. Giler


 /s/David W. Duehren                             Vice President of Research and                                  December 28, 2001
 -------------------------------------------     Development, Clerk and Director
 David W. Duehren


 /s/Robert C. Leahy                              Vice President of Finance and Operations, and Treasurer         December 28, 2001
 ------------------------------------------      (Principal Financial and Accounting Officer)
 Robert C. Leahy


 /s/Robert G. Barrett                            Director                                                        December 28, 2001
 ------------------------------------------
 Robert G. Barrett


 /s/David L. Chapman                             Director                                                        December 28, 2001
 ------------------------------------------
 David L. Chapman


 /s/W. Brooke Tunstall                           Director                                                        December 28, 2001
 ------------------------------------------
 W. Brooke Tunstall
</TABLE>


                                       6


<PAGE>


                                  EXHIBIT INDEX


 EXHIBIT NO.       DESCRIPTION

    4.1   Brooktrout, Inc. 2001 Stock Option and Incentive Plan.

    4.2   Brooktrout, Inc. Second Amended and Restated 1992 Stock Purchase Plan.

    4.3   First Amendment to Brooktrout, Inc. Second Amended and Restated 1992
          Stock Purchase Plan.

   *4.4   Brooktrout, Inc. 1999 Stock Incentive Plan previously filed as Exhibit
          4.1 to Brooktrout, Inc.'s Registration Statement on Form S-8 filed
          with the Commission on June 30, 2000, File No. 333-40644.

   *4.5   First Amendment to Brooktrout, Inc. 1999 Stock Incentive Plan
          previously filed as Exhibit 4.2 to Brooktrout, Inc.'s Registration
          Statement on Form S-8 filed with the Commission on June 30, 2000, File
          No. 333-40644.

    4.6   Second Amendment to Brooktrout, Inc. 1999 Stock Incentive Plan.

    5     Opinion of Natalie J. Muecke, Esq., as to the legality of the
          securities being registered.

   23.1   Consent of Natalie J. Muecke, Esq. (included in Exhibit 5).

   23.2   Consent of Deloitte & Touche LLP, Independent Auditors.

   24.1   Powers of Attorney (included on signature page to this Registration
          Statement).

*Incorporated by reference.




                                       7
[{"type": "S-8", "sequence": "1", "filename": "a2066702zs-8.txt", "description": "S-8", "secsgml_size_bytes": 22811}]
{"company-data": {"conformed-name": "BROOKTROUT INC", "cik": "0000754516", "assigned-sic": "3661", "irs-number": "042814792", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76074", "film-number": "1825298"}, "business-address": {"street1": "250 FIRST AVE", "street2": "SUITE 300", "city": "NEEDHAM", "state": "MA", "zip": "02494", "phone": "7814494100"}, "mail-address": {"street1": "250 FIRST AVE", "street2": "SUITE 300", "city": "NEEDHAM", "state": "MA", "zip": "02494"}, "former-company": {"former-conformed-name": "BROOKTROUT TECHNOLOGY INC", "date-changed": "19941021"}}
As filed with the Securities and Exchange Commission on December 28, 2001
                                       Registration Statement No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
--------------------------------------------------------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------
                                BROOKTROUT, INC.
             (Exact Name of Registrant as Specified in Its Charter)

     MASSSACHUSETTS                                        04-2814792
(State of Organization)                     (I.R.S. Employer Identification No.)

                           250 FIRST AVENUE, SUITE 300
                          NEEDHAM, MASSACHUSETTS 02494
                    (Address of Principal Executive Offices)

                                BROOKTROUT, INC.
                      2001 STOCK OPTION AND INCENTIVE PLAN
                                       AND
                                BROOKTROUT, INC.
              SECOND AMENDED AND RESTATED 1992 STOCK PURCHASE PLAN
                                       AND
                                BROOKTROUT, INC.
                      1999 STOCK INCENTIVE PLAN, AS AMENDED

                            (FULL TITLE OF THE PLANS)
                      ------------------------------------

                                  ERIC R. GILER
                                    President
                                Brooktrout, Inc.
                           250 First Avenue, Suite 300
                          Needham, Massachusetts 02494
                                 (781) 449-4100
 (Name, Address and Telephone Number, including Area Code, of Agent for Service)
                      ------------------------------------

                                  WITH COPY TO:
                             NATALIE J. MUECKE, ESQ.
                      Corporate Counsel and Assistant Clerk
                                Brooktrout, Inc.
                           250 First Avenue, Suite 300
                          Needham, Massachusetts 02494
                                 (781) 449-4100
                      ------------------------------------
CALCULATION OF REGISTRATION FEE
=============================== ======================== ========================== ========================= ======================

  Title of Securities To Be          Amount to be            Proposed Maximum           Proposed Maximum            Amount of
          Registered                  Registered         Offering Price Per Share   Aggregate Offering Price     Registration Fee
                                                                    (5)
------------------------------- ------------------------ -------------------------- ------------------------- ----------------------
Common Stock,            1,500,000 shares (1)             $5.76                      $8,640,000           $2,064.96
   $.01 par value per share        200,000 shares (2) (3)         $4.90                      $  980,000           $  234.22
                                   400,000 shares (4)             $5.76                      $2,304,000           $  550.66
                                                                                                                 ------------
                                                                                                                  $2,849.84
=============================== ======================== ========================== ========================= ======================
(1)  Shares being registered under the Brooktrout, Inc. 2001 Stock Option and
     Incentive Plan.

(2)  Shares being registered under the Brooktrout, Inc. Second Amended and
     Restated 1992 Stock Purchase Plan.

(3)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended (the "Securities Act"), this registration statement also covers an
     indeterminate amount of interests to be offered or sold pursuant to the
     Second Amended and Restated 1992 Stock Purchase Plan.

(4)  Shares being registered under the Brooktrout, Inc. 1999 Stock Incentive
     Plan, as amended.

(5)  This estimate is made pursuant to Rule 457(c) and (h) under the Securities
     Act solely for the purpose of determining the amount of the registration
     fee. The registration fee is based upon the average of the high and low
     prices for the Registrant's Common Stock, par value $.01 per share, as
     reported in the consolidated reporting system on December 26, 2001.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I is included in documents sent or
given to the respective participants in the plans registered hereunder pursuant
to Rule 428(b)(1) under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant is subject to the informational and reporting
requirements of Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:

          (a) the Registrant's Annual Report on Form 10-K, as amended, for the
fiscal year ended December 31, 2000;

          (b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
2001, June 30, 2001 and September 30, 2001;

          (c) Current Reports on Form 8-K filed April 25, 2001 and May 4, 2001;

          (d) the description of the Registrant's common stock, par value $.01
per share, contained in the Registrant's Registration Statement on Form 8-A
dated October 1, 1992, as amended, as such description may be amended from time
to time; and

          (e) the description of the Registrant's preferred stock purchase
rights, contained in the Registrant's Registration Statement on Form 8-A dated
September 14, 1998, as such description may be amended from time to time.

         In addition, all documents subsequently filed with the Commission by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment hereto
which indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
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 by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
subsequently filed document which also is incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Natalie J. Muecke, Esq., Corporate Counsel and Assistant Clerk of the
Registrant, will pass upon the validity of the common stock offered hereby. Ms.
Muecke is a full-time employee of the Registrant and owns or has the right to
acquire 6,465 shares of common stock of the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 67 of Chapter 156B of the Massachusetts General Laws ("Section
67") provides that a corporation may indemnify its directors and officers to the
extent specified in or authorized by (i) the articles of organization, (ii) a
by-law

                                       3
adopted by the stockholders, or (iii) a vote adopted by the holders of a
majority of the shares of stock entitled to vote on the election of directors.
In all instances, the extent to which a corporation provides indemnification to
its directors and officers under Section 67 is optional. In its By-laws the
Registrant has elected to commit to provide indemnification to its Directors and
Officers in specified circumstances. Generally, Article IV of the Registrant's
By-laws indemnifies Directors and Officers of the Registrant against liability
and expenses arising out of legal proceedings brought against them by reason of
their status or service as Directors or Officers or by reason of their agreeing
to serve, at the request of the Registrant, as a director or officer of, or in a
similar capacity with, another organization or in any capacity with respect to
any employee benefit plan of the Registrant. Under this provision, a Director or
Officer of the Registrant shall be indemnified by the Registrant for all
expenses, judgments, fines and amounts paid in settlement of such proceedings,
even if he or she is not successful on the merits, if he or she acted in good
faith and in a manner he or she reasonably believed to be in the best interests
of the Registrant.

         The Registrant's By-laws establish the presumption that the Director or
Officer has met the applicable standard of conduct required for indemnification.
The indemnification above shall be made unless the Board of Directors,
stockholders or independent counsel determines that the applicable standard of
conduct has not been met. Such a determination shall be made by a majority vote
of a quorum of the Directors or the stockholders, independent legal counsel or a
court of competent jurisdiction. The Board of Directors shall authorize
advancing litigation expenses to a Director or Officer at his or her request
upon receipt of an undertaking by such Director or Officer to repay such
expenses if it is ultimately determined that he or she is not entitled to
indemnification for such expenses.

         The Registrant's By-laws also provide that, in the event of a
determination by the Board of Directors, stockholders or independent legal
counsel that a Director or Officer did not meet the standard of conduct required
for indemnification, or if the Registrant fails to make an indemnification
payment or an advance of expenses within 60 days after such payment is claimed
by a Director or Officer, such Director or Officer may petition a court to make
an independent determination of whether such Director or Officer is entitled to
indemnification. The Registrant's By-laws explicitly provide for partial
indemnification of costs and expenses in the event that a Director of Officer is
not entitled to full indemnification.

         Article VI.D of the Registrant's Restated Articles of Organization
eliminates the personal liability of the Registrant's Directors to the
Registrant or its stockholders for monetary damages for breach of a Director's
fiduciary duty, except to the extent Chapter 156B of the Massachusetts General
Laws prohibits the elimination or limitation of such liability.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions, the Commission has expressed
its opinion that such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.      EXHIBITS.

         The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.

EXHIBITS

            4.1     Brooktrout, Inc. 2001 Stock Option and Incentive Plan.
            4.2     Brooktrout, Inc. Second Amended and Restated 1992 Stock
                    Purchase Plan.
            4.3     First Amendment to Brooktrout, Inc. Second Amended and
                    Restated 1992 Stock Purchase Plan.
           *4.4     Brooktrout, Inc. 1999 Stock Incentive Plan previously filed
                    as Exhibit 4.1 to Brooktrout, Inc.'s Registration Statement
                    on Form S-8 filed with the Commission on June 30, 2000,
                    File No. 333-40644.
           *4.5     First Amendment to Brooktrout, Inc. 1999 Stock Incentive
                    Plan previously filed as Exhibit 4.2 to Brooktrout, Inc.'s
                    Registration Statement on Form S-8 filed with the Commission
                    on June 30, 2000, File No. 333-40644.
            4.6     Second Amendment to Brooktrout, Inc. 1999 Stock Incentive
                    Plan.
              5     Opinion of Natalie J. Muecke, Esq., as to the legality of
                    the securities being registered.
           23.1     Consent of Natalie J. Muecke, Esq. (included in Exhibit 5).
           23.2     Consent of Deloitte & Touche LLP, Independent Auditors.
           24.1     Powers of Attorney (included on signature page to this
                    Registration Statement).

*Incorporated by reference.

                                       4
ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         (a) (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 of 1933;

                    (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 the registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 of 1934 that are incorporated by reference in the registration statement.

             (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, 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 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 Act and will
be governed by the final adjudication of such issue.

                                       5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Brooktrout,
Inc. 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 Needham, Commonwealth of Massachusetts on this 28th
day of December, 2001.

                                                   BROOKTROUT, INC.

                                                   By:  /s/ Eric R. Giler
                                                        ---------------------
                                                   Eric R. Giler
                                                   President

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints each of Eric R. Giler, David W. Duehren
and Robert C. Leahy, and each of them acting singly, such person's true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto each said attorney-in-fact and agent 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 such person might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent, or any substitute or
substitutes of any of them, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE                                       TITLE                                                           DATE
President and Director                                          December 28, 2001
 /s/Eric R. Giler                               (Principal Executive Officer)
 ------------------------------------------
 Eric R. Giler

 /s/David W. Duehren                             Vice President of Research and                                  December 28, 2001
 -------------------------------------------     Development, Clerk and Director
 David W. Duehren

 /s/Robert C. Leahy                              Vice President of Finance and Operations, and Treasurer         December 28, 2001
 ------------------------------------------      (Principal Financial and Accounting Officer)
 Robert C. Leahy

 /s/Robert G. Barrett                            Director                                                        December 28, 2001
 ------------------------------------------
 Robert G. Barrett

 /s/David L. Chapman                             Director                                                        December 28, 2001
 ------------------------------------------
 David L. Chapman

 /s/W. Brooke Tunstall                           Director                                                        December 28, 2001
 ------------------------------------------
 W. Brooke Tunstall
6
EXHIBIT INDEX

 EXHIBIT NO.       DESCRIPTION

    4.1   Brooktrout, Inc. 2001 Stock Option and Incentive Plan.

    4.2   Brooktrout, Inc. Second Amended and Restated 1992 Stock Purchase Plan.

    4.3   First Amendment to Brooktrout, Inc. Second Amended and Restated 1992
          Stock Purchase Plan.

   *4.4   Brooktrout, Inc. 1999 Stock Incentive Plan previously filed as Exhibit
          4.1 to Brooktrout, Inc.'s Registration Statement on Form S-8 filed
          with the Commission on June 30, 2000, File No. 333-40644.

   *4.5   First Amendment to Brooktrout, Inc. 1999 Stock Incentive Plan
          previously filed as Exhibit 4.2 to Brooktrout, Inc.'s Registration
          Statement on Form S-8 filed with the Commission on June 30, 2000, File
          No. 333-40644.

    4.6   Second Amendment to Brooktrout, Inc. 1999 Stock Incentive Plan.

    5     Opinion of Natalie J. Muecke, Esq., as to the legality of the
          securities being registered.

   23.1   Consent of Natalie J. Muecke, Esq. (included in Exhibit 5).

   23.2   Consent of Deloitte & Touche LLP, Independent Auditors.

   24.1   Powers of Attorney (included on signature page to this Registration
          Statement).

*Incorporated by reference.

                                       7