content: <PAGE>   1
        As filed with the Securities and Exchange Commission on June 30, 2000
  
                                                   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)
  
        MASSACHUSETTS                                     04-2184792
  (State of Organization)                    (I.R.S. Employer Identification No.)
  
                             250 FIRST AVENUE, SUITE 300
                            NEEDHAM, MASSACHUSETTS 02494
                      (Address of Principal Executive Offices)
  
                                  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:
                               THOMAS P. STORER, P.C.
                             GOODWIN, PROCTER & HOAR LLP
                                   Exchange Place
                          Boston, Massachusetts 02109-2881
                                   (617) 570-1000
  
                             --------------------------
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ====================================================================================================================================
  
    TITLE OF SECURITIES TO BE          AMOUNT TO BE        PROPOSED MAXIMUM OFFERING       PROPOSED MAXIMUM            AMOUNT OF
            REGISTERED                REGISTERED (1)          PRICE PER SHARE (2)      AGGREGATE OFFERING PRICE     REGISTRATION FEE
  ------------------------------- ------------------------ -------------------------- ------------------------- ----------------------
  
  <S>                                 <C>                          <C>                       <C>                        <C>
          Common Stock,               900,000 shares               $21.59                    $19,413,000                $5,130
          $.01 par value
  
  ====================================================================================================================================
  </TABLE>
  
  
  (1)     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
          employee benefit plans described herein.
  (2)     This estimate is made pursuant to Rule 457(c) and (h) under the
          Securities Act solely for the purposes 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 on the NASDAQ National Market on June 28, 2000.
  
  ================================================================================
  
  
  
  <PAGE>   2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           (a) the Registrant's Annual Report on Form 10/K for the fiscal
  year ended December 31, 1999, filed with the Commission pursuant to the
  Securities Exchange Act of 1934, as amended (the "Exchange Act");
  
           (b) Quarterly Report on Form 10-Q for the quarter ended March 31,
  2000, as filed with the Commission pursuant to the Exchange Act;
  
           (c) the description of the Registrant's common stock, par value
  $.01 per share, contained in the Registrant's Registration Statement on Form
  8-A, as amended, filed with the Commission pursuant to Section 12 of the
  Exchange Act.
  
           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
  that 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.
  
           Goodwin, Procter & Hoar LLP, Boston, Massachusetts, will pass upon the
  validity of the shares offered hereby. Thomas P. Storer, a partner of such firm,
  is Assistant Clerk of Brooktrout.
  
  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 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 or
  independent counsel determines that the applicable standard of conduct has not
  been met. Such a determination may be made by a majority 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 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 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
  
  
  
                                         2
  <PAGE>   3
  
  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 of 1933 maybe permitted to directors, officers or persons controlling the
  Company pursuant to the foregoing provisions, the Securities and Exchange
  Commission has expressed its opinion that such indemnification is against public
  policy as expressed in such Act an 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. 1999 Stock Incentive Plan.
           4.2      First Amendment to Brooktrout, Inc. 1999 Stock Incentive Plan.
           5.1      Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                    the securities being registered
           23.1     Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
                    5.1)
           23.2     Consent of Deloitte & Touche LLP, Independent Auditors
           24.1     Powers of Attorney (included on signature page to this
                    registration statement)
  
  ITEM 9.      UNDERTAKINGS
  
           (a)      The undersigned registrant hereby undertakes:
  
                    (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. Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total dollar
                    value of securities offered would not exceed that which was
                    registered) and any deviation from the low or high end of the
                    estimated maximum offering range may be reflected in the form
                    of prospectus filed with the Commission pursuant to Rule
                    424(b) if, in the aggregate, the changes in volume and price
                    represent no more than 20 percent change in the maximum
                    aggregate offering price set forth in the "Calculation of
                    Registration Fee" table in the effective 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, Forms 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;
  
  
  
                                         3
  <PAGE>   4
  
                    (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.
  
                    (4) If the registrant is a foreign private issuer, to file a
           post-effective amendment to the registration statement to include any
           financial statements required by Rule 3-19 of this chapter at the start
           of any delayed offering or throughout a continuous offering. Financial
           statements and information otherwise required by Section 10(a)(3) of
           the Act need not be furnished, provided, that the registrant includes
           in the prospectus, by means of a post-effective amendment, financial
           statements required pursuant to this paragraph (a)(4) and other
           information necessary to ensure that all other information in the
           prospectus is at least as current as the date of those financial
           statements. Notwithstanding the foregoing, with respect to registration
           statements on Form F-3, a post-effective amendment need not be filed to
           include financial statements and information required by Section
           10(a)(3) of the Act or Rule 3-19 of this chapter if such financial
           statements and information are 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 Form F-3.
  
           (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.
  
                                     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 30th
  day of June, 2000.
  
                                            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.
  
  
  
                                         4
  <PAGE>   5
  
           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>
  /s/ Eric R. Giler                           President and Director                                 June 30, 2000
  --------------------------------------      (Principal Executive Officer)
  Eric R. Giler
  
  /s/ David W. Duehren                        Vice President of Research and                         June 30, 2000
  -----------------------------               Development, Clerk and Director
  David W. Duehren
  
  /s/ Robert C. Leahy                         Vice President of Finance and Operations,              June 30, 2000
  ---------------------------------           and Treasurer (Principal Financial and
  Robert C. Leahy                             Accounting Officer)
  
  
  /s/ Robert G. Barrett                       Director                                               June 30, 2000
  ---------------------------------
  Robert G. Barrett
  
      David L. Chapman                        Director                                               June __, 2000
  -----------------------------
  David L. Chapman
  
      W. Brooke Tunstall                      Director                                               June __, 2000
  -------------------------------
  W. Brooke Tunstall
  </TABLE>
  
  
  
                                         5
  <PAGE>   6
  
                                    EXHIBIT INDEX
  
  
  EXHIBIT NO.        DESCRIPTION
  
  4.1                1999 Stock Incentive Plan
  
  4.2                First Amendment to Brooktrout, Inc. 1999 Stock Incentive Plan
  
  5.1                Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                     the securities being registered
  
  23.1               Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
                     5.1)
  
  23.2               Consent of Deloitte & Touche LLP
  
  24.1               Powers of Attorney (included on signature pages to this
                     Registration Statement)
  
  
  
                                         6
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "BROOKTROUT, INC.", "secsgml_size_bytes": 21250}]
metadata_filer: {"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": "333-40644", "film-number": "666649"}, "business-address": {"street1": "410 FIRST AVE", "city": "NEEDHAM", "state": "MA", "zip": "02494", "phone": "7814494100"}, "mail-address": {"street1": "410 FIRST", "city": "NEEDHAM", "state": "MA", "zip": "02494"}, "former-company": {"former-conformed-name": "BROOKTROUT TECHNOLOGY INC", "date-changed": "19941021"}}
text: 1
        As filed with the Securities and Exchange Commission on June 30, 2000
  
                                                   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)
  
        MASSACHUSETTS                                     04-2184792
  (State of Organization)                    (I.R.S. Employer Identification No.)
  
                             250 FIRST AVENUE, SUITE 300
                            NEEDHAM, MASSACHUSETTS 02494
                      (Address of Principal Executive Offices)
  
                                  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:
                               THOMAS P. STORER, P.C.
                             GOODWIN, PROCTER & HOAR LLP
                                   Exchange Place
                          Boston, Massachusetts 02109-2881
                                   (617) 570-1000
  
                             --------------------------
  
                           CALCULATION OF REGISTRATION FEE
  ====================================================================================================================================
  
    TITLE OF SECURITIES TO BE          AMOUNT TO BE        PROPOSED MAXIMUM OFFERING       PROPOSED MAXIMUM            AMOUNT OF
            REGISTERED                REGISTERED (1)          PRICE PER SHARE (2)      AGGREGATE OFFERING PRICE     REGISTRATION FEE
  ------------------------------- ------------------------ -------------------------- ------------------------- ----------------------
  Common Stock,               900,000 shares               $21.59                    $19,413,000                $5,130
          $.01 par value
  
  ====================================================================================================================================
  (1)     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
          employee benefit plans described herein.
  (2)     This estimate is made pursuant to Rule 457(c) and (h) under the
          Securities Act solely for the purposes 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 on the NASDAQ National Market on June 28, 2000.
  
  ================================================================================
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           (a) the Registrant's Annual Report on Form 10/K for the fiscal
  year ended December 31, 1999, filed with the Commission pursuant to the
  Securities Exchange Act of 1934, as amended (the "Exchange Act");
  
           (b) Quarterly Report on Form 10-Q for the quarter ended March 31,
  2000, as filed with the Commission pursuant to the Exchange Act;
  
           (c) the description of the Registrant's common stock, par value
  $.01 per share, contained in the Registrant's Registration Statement on Form
  8-A, as amended, filed with the Commission pursuant to Section 12 of the
  Exchange Act.
  
           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
  that 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.
  
           Goodwin, Procter & Hoar LLP, Boston, Massachusetts, will pass upon the
  validity of the shares offered hereby. Thomas P. Storer, a partner of such firm,
  is Assistant Clerk of Brooktrout.
  
  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 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 or
  independent counsel determines that the applicable standard of conduct has not
  been met. Such a determination may be made by a majority 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 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 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
  
                                         2
  3
  
  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 of 1933 maybe permitted to directors, officers or persons controlling the
  Company pursuant to the foregoing provisions, the Securities and Exchange
  Commission has expressed its opinion that such indemnification is against public
  policy as expressed in such Act an 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. 1999 Stock Incentive Plan.
           4.2      First Amendment to Brooktrout, Inc. 1999 Stock Incentive Plan.
           5.1      Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                    the securities being registered
           23.1     Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
                    5.1)
           23.2     Consent of Deloitte & Touche LLP, Independent Auditors
           24.1     Powers of Attorney (included on signature page to this
                    registration statement)
  
  ITEM 9.      UNDERTAKINGS
  
           (a)      The undersigned registrant hereby undertakes:
  
                    (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. Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total dollar
                    value of securities offered would not exceed that which was
                    registered) and any deviation from the low or high end of the
                    estimated maximum offering range may be reflected in the form
                    of prospectus filed with the Commission pursuant to Rule
                    424(b) if, in the aggregate, the changes in volume and price
                    represent no more than 20 percent change in the maximum
                    aggregate offering price set forth in the "Calculation of
                    Registration Fee" table in the effective 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, Forms 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;
  
                                         3
  4
  
                    (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.
  
                    (4) If the registrant is a foreign private issuer, to file a
           post-effective amendment to the registration statement to include any
           financial statements required by Rule 3-19 of this chapter at the start
           of any delayed offering or throughout a continuous offering. Financial
           statements and information otherwise required by Section 10(a)(3) of
           the Act need not be furnished, provided, that the registrant includes
           in the prospectus, by means of a post-effective amendment, financial
           statements required pursuant to this paragraph (a)(4) and other
           information necessary to ensure that all other information in the
           prospectus is at least as current as the date of those financial
           statements. Notwithstanding the foregoing, with respect to registration
           statements on Form F-3, a post-effective amendment need not be filed to
           include financial statements and information required by Section
           10(a)(3) of the Act or Rule 3-19 of this chapter if such financial
           statements and information are 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 Form F-3.
  
           (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.
  
                                     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 30th
  day of June, 2000.
  
                                            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.
  
                                         4
  5
  
           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
  /s/ Eric R. Giler                           President and Director                                 June 30, 2000
  --------------------------------------      (Principal Executive Officer)
  Eric R. Giler
  
  /s/ David W. Duehren                        Vice President of Research and                         June 30, 2000
  -----------------------------               Development, Clerk and Director
  David W. Duehren
  
  /s/ Robert C. Leahy                         Vice President of Finance and Operations,              June 30, 2000
  ---------------------------------           and Treasurer (Principal Financial and
  Robert C. Leahy                             Accounting Officer)
  
  /s/ Robert G. Barrett                       Director                                               June 30, 2000
  ---------------------------------
  Robert G. Barrett
  
      David L. Chapman                        Director                                               June __, 2000
  -----------------------------
  David L. Chapman
  
      W. Brooke Tunstall                      Director                                               June __, 2000
  -------------------------------
  W. Brooke Tunstall
  5
  6
  
                                    EXHIBIT INDEX
  
  EXHIBIT NO.        DESCRIPTION
  
  4.1                1999 Stock Incentive Plan
  
  4.2                First Amendment to Brooktrout, Inc. 1999 Stock Incentive Plan
  
  5.1                Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                     the securities being registered
  
  23.1               Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
                     5.1)
  
  23.2               Consent of Deloitte & Touche LLP
  
  24.1               Powers of Attorney (included on signature pages to this
                     Registration Statement)
  
                                         6