UNITED STATES SECURITIESTable ANDof EXCHANGE COMMISSIONContents

~~Washington,~~UNITED DCSTATES SECURITIES ~~20549~~AND EXCHANGE COMMISSION

~~FORM~~WASHINGTON, D.C. 20549 ~~8-K~~

~~CURRENT~~FORM 8-K ~~REPORT~~ ~~Pursuant to Section 13 or 15(d) of the~~ ~~Securities Exchange Act of 1934~~

~~Date~~CURRENT ofREPORT Pursuant ~~Report~~to Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event reported): April~~Securities ~~21,~~Exchange ~~2005~~Act of 1934

~~BROOKTROUT, INC. (Exact~~Date ~~Name~~ of ~~Registrant~~Report as(Date ~~Specified~~of inearliest ~~Charter~~event reported): May 5, 2005

MASSACHUSETTS		000-20698		04-2814792
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

BROOKTROUT, INC.

~~250 FIRST AVENUE, NEEDHAM, MASSACHUSETTS 02494~~(~~Address~~Exact Name of ~~Principal~~Registrant ~~Executive~~as ~~Offices)~~Specified ~~(Zip~~in ~~Code~~Charter)

Registrant’s telephone number, including area code: (781) 449-4100


MASSACHUSETTS	000-20698	04-2814792

(State or Other Juris-	(Commission	(IRS Employer
diction of Incorporation	File Number)	Identification No.)

250 FIRST AVENUE, NEEDHAM, MASSACHUSETTS		02494

(Address of Principal Executive Offices)		(Zip Code)

~~Check~~Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ifcode: ~~the Form 8~~(781) 449-~~K filing is intended to~~4100 ~~simultaneously satisfy the filing obligation of the registrant under any of the~~ ~~following provisions:~~

~~o Written~~(Former ~~communications~~Name ~~pursuant~~or toFormer ~~Rule~~Address, ~~425~~if ~~under~~Changed ~~the~~Since ~~Securities~~Last ~~Act (17 CFR 230.425~~Report)

~~o Soliciting~~ Check ~~material~~the ~~pursuant~~appropriate tobox ~~Rule~~below ~~14a~~if the Form 8-12K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (17see General ~~CFR~~Instruction A.~~240~~2.~~14a-12~~ below):

o ~~Pre-commencement~~ Written communications pursuant to Rule 425 ~~14d-2(b)~~ under the ~~Exchange~~ Securities Act (17 CFR ~~240~~230.~~14d-2(b~~425))

o ~~Pre-commencement~~ ~~communications~~Soliciting material pursuant to Rule ~~13e~~ 14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

~~Item~~ o Pre-commencement communications pursuant to Rule 14d-2~~.02.~~(b) ~~Results~~under ofthe ~~Operations~~Exchange ~~and~~Act ~~Financial~~(17 CFR ~~Condition~~240.14d-2(b))

On o ~~April~~Pre-commencement ~~21,~~communications ~~2005,~~pursuant ~~we issued a press release announcing our financial results for the quarter ended March 31, 2005. The full text of the press release is furnished as Exhibit 99.1~~ to ~~this~~Rule 13e-4(c) ~~report. The~~under ~~information contained in~~ the ~~website~~Exchange ~~cited~~Act in(17 CFR ~~the press release is not a part of this report~~240.13e-4(c))

~~The~~TABLE ~~information~~OF in this report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.CONTENTS

Item 9.01. Financial Statements and Exhibits.


	Item 1.01. Entry into a Material Definitive Agreement
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX

(c)Table Exhibitsof Contents

~~The following exhibit relating to~~ Item 21.0201. ~~shall~~Entry beinto ~~deemed~~a toMaterial beDefinitive ~~furnished, and not filed:~~Agreement

~~99.1 Press~~ On ~~Release~~March 22, 2005, the board of directors of Brooktrout, Inc. ~~issued~~approved ~~April~~an ~~21,~~amendment ~~2005~~to asits to2001 Stock ~~financial~~Option ~~results~~and Incentive Plan increasing the number of shares of common stock authorized for issuance under the ~~quarter~~plan ~~ended~~from ~~March~~1,500,000 31to 1,900,000 ~~2005~~shares. In addition, the board of directors approved the following two amendments, the effectiveness of which was contingent upon approval of the increase in authorized shares submitted to the stockholders for approval at the annual meeting. These amendments were as follows:

2• an amendment prohibiting the award of options to purchase common stock with an exercise price below the fair market value of the company’s common stock on the grant date; and • an amendment prohibiting amendments to outstanding options to provide a lower exercise price or the cancellation of outstanding options in exchange for new awards under the plan covering the same or a different number of shares of common stock and having a lower exercise price per share than the cancelled option.

~~SIGNATURE~~ On May 5, 2005, the company held its 2005 annual meeting of stockholders at which our stockholders approved the proposed amendment to the plan increasing the number of shares of common stock authorized for issuance thereunder from 1,500,000 to 1,900,000 shares. Accordingly, the additional amendments relating to the prohibition of below market option grants and option repricings as described above also became effective.

~~Pursuant~~ The 2001 Stock Option and Incentive Plan, as amended, is attached as Annex A to our definitive ~~the~~Proxy ~~requirements~~Statement offiled with the Securities and Exchange ~~Act~~Commission ofon ~~1934~~March 30, ~~the~~2005, ~~registrant~~and ~~has~~filed as ~~duly~~Exhibit 99.1 ~~caused~~to this ~~report~~Current toReport beon ~~signed~~Form on8-K ~~its~~and ~~behalf~~is incorporated herein by reference. For a further discussion of each of these amendments and a description the ~~undersigned~~company’s ~~hereunto~~2001 Stock Option ~~duly~~and ~~authorized~~Incentive Plan, as amended, please refer to “Proposal Two: Amendment to 2001 Stock Option and Incentive Plan” set forth in the company’s definitive Proxy Statement.

	BROOKTROUT, INC.
Date: April 21, 2005	By:	/s/ Eric R. Giler
	Eric R. Giler
	President
	(Chief Executive Officer)

Item 9.01. Financial Statements and Exhibits

3(c) Exhibits See Exhibit Index attached hereto.

EXHIBITTable INDEXof Contents

Exhibit No.		Description
99.1		Press Release of Brooktrout, Inc. issued April 21, 2005 as to financial results for the quarter ended March 31, 2005.

SIGNATURES

4 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.


	BROOKTROUT, INC.
Date: May 26, 2005	By:	/s/ Eric R. Giler
		Eric R. Giler
		President (Chief Executive Officer)

EXHIBIT INDEX


Exhibit No.		Description
99.1		Brooktrout, Inc. 2001 Stock Option and Incentive Plan (incorporated by reference to the company’s definitive Proxy Statement filed with the Securities and Exchange Commission on March 30, 2005 (File No. 000-20698).

UNITED STATES SECURITIESTable ANDof EXCHANGE COMMISSIONContents

(c)Table Exhibitsof Contents

EXHIBITTable INDEXof Contents

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