TableUNITED ofSTATES ContentsSECURITIES AND EXCHANGE COMMISSION

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

WASHINGTON,FORM D.C. 20549 8-K

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

CURRENTDate REPORT Pursuantof toReport Section 13 or 15(d)Date of theEarliest SecuritiesEvent ExchangeReported): ActJuly of26, 1934 2005

~~Date of Report (Date of earliest event reported): May 5~~BROOKTROUT, ~~2005~~ INC.

~~BROOKTROUT,~~(Exact ~~INC.~~Name of Registrant as Specified in Its Charter)

(Exact Name of Registrant as Specified in Charter)

MASSACHUSETTS		000-20698		04-2814792
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

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)

250 FIRST AVENUE, NEEDHAM, MASSACHUSETTS 02494

~~Registrant’s~~(Address ~~telephone~~of ~~number,~~Principal ~~including~~Executive Offices) ~~area code:~~ (~~781~~Zip Code) ~~449-4100~~

~~(Former~~Registrant’s ~~Name~~Telephone ~~or Former Address~~Number, Including ifArea ~~Changed~~Code: ~~Since Last Report~~(781) 449-4100

Check the appropriate box below if the Form 8-K ~~filing~~ is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR .240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~TABLE~~Item OF2.02. ~~CONTENTS~~Results of Operations and Financial Condition.

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

On July 26, 2005, we issued a press release announcing our financial results for the quarter ended June 30, 2005. The full text of this press release is furnished in Exhibit 99.1 to this report. The information contained in the website cited in the press release is not a part of this report.

~~Table~~The information in this report (including Exhibit 99.1) shall not be deemed “filed” for purposes of ~~Contents~~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 Exchange Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

Item 19.01. ~~Entry~~Financial ~~into~~Statements aand ~~Material Definitive Agreement~~Exhibits.

On March 22, 2005, the board of directors of Brooktrout, Inc. approved an amendment to its 2001 Stock Option and Incentive Plan increasing the number of shares of common stock authorized for issuance under the plan from 1,500,000 to 1,900,000 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: (c) Exhibits

•The anfollowing ~~amendment~~exhibit ~~prohibiting~~relating ~~the award of options~~ to ~~purchase~~Item ~~common~~2.02 shall ~~stock~~be ~~with~~deemed ~~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~~be ~~options~~furnished, ~~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~~not ~~a lower exercise price per share than the cancelled option.~~filed:

On99.1 ~~May 5,~~Press ~~2005,~~Release ~~the company held its 2005 annual meeting~~ of ~~stockholders~~Brooktrout, atInc. ~~which~~issued ~~our stockholders~~July ~~approved~~26, ~~the~~2005 ~~proposed~~as ~~amendment~~ to ~~the~~financial ~~plan~~results ~~increasing the number of shares of common stock authorized~~ for ~~issuance~~quarter ~~thereunder~~ended ~~from~~June 130,~~500,000~~ ~~to 1,900,000 shares~~2005. ~~Accordingly, the additional amendments relating to the prohibition of below market option grants and option repricings as described above also became effective.~~

The 2001 Stock Option and Incentive Plan, as amended, is attached as Annex A to our definitive Proxy Statement filed with the Securities and Exchange Commission on March 30, 2005, and filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. For a further discussion of each of these amendments and a description the company’s 2001 Stock Option and 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. 2

~~Item 9.01. Financial Statements and Exhibits~~SIGNATURE

~~(c)~~Pursuant ~~Exhibits~~to ~~See~~the ~~Exhibit~~requirements ~~Index~~of ~~attached~~the Securities ~~hereto~~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:	July 26, 2005	By:	/s/ ERIC R. GILER
			Eric R. Giler
			President
			(Principal Executive Officer)

~~SIGNATURES~~ 3

~~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.~~ EXHIBIT INDEX

	BROOKTROUT, INC.
Exhibit No.		Exhibit
Date: May 26, 2005	By:	/s/ Eric R. Giler
99.1		Press Release of Brooktrout, Inc. issued July 26, 2005 as to financial results for the quarter ended June 30, 2005.
		Eric R. Giler
		President (Chief Executive Officer)

~~Table of Contents~~4

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).

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