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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-C

                 REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM
                  FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17
                              OR 15d-17 THEREUNDER

                           BROOKTROUT TECHNOLOGY, INC.
                 (Exact name of issuer as specified in charter)

                                410 FIRST AVENUE
                                NEEDHAM, MA 02194
                    (Address of principal executive offices)

Issuer's telephone number, including area code (617) 449-4100

                    I. CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of five percent or more in the number
of shares outstanding:

1.   Title of security:    Common Stock, $.01 per share
                       ---------------------------------------------------------

2.   Number of shares outstanding before the change      6,522,993
                                                    ----------------------------

3.   Number of shares outstanding after the change       9,784,419
                                                   -----------------------------

4.   Effective date of change      June 20, 1996
                              --------------------------------------------------

5.   Method of change:   Specify method (such as merger, acquisition, exchange,
                         distribution, stock split, reverse split, acquisition 
                         of stock for treasury, etc.)

         Stock split effected by a stock dividend
- - --------------------------------------------------------------------------------

Give brief description of transaction: BROOKTROUT TECHNOLOGY, INC. (THE
"COMPANY") HAS ISSUED A THREE FOR TWO SPLIT OF THE COMPANY'S COMMON STOCK,
EFFECTED BY A STOCK DIVIDEND PAYABLE TO EACH SHAREHOLDER OF RECORD AS OF THE
RECORD DATE OF JUNE 10, 1996. IN LIEU OF ANY FRACTIONAL SHARES, CASH VALUE WILL
BE PAID IN AN AMOUNT EQUAL TO THE VALUE OF SUCH SHARES BASED ON THE CLOSING
PRICE PER SHARE OF THE COMPANY'S COMMON STOCK AS REPORTED ON THE NASDAQ NATIONAL
MARKET ON THE RECORD DATE, AFTER GIVING EFFECT TO THE STOCK DIVIDEND.

                          II. CHANGE IN NAME OF ISSUER

1.   Name prior to change
                          ------------------------------------------------------

2.   Name after change
                       ---------------------------------------------------------

3.   Effective date of charter amendment changing name
                                                       -------------------------

4.   Date of shareholder approval of change, if required
                                                         -----------------------

DATE    June 26, 1996                       /S/  ROBERT C. LEAHY
     -----------------------          ------------------------------------------
                                           (Officer's signature and title)




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