EXHIBIT 14

BROOKTROUT, INC.

CODE OF BUSINESS CONDUCT AND ETHICS

(October 28, 2003)

This Code of Business Conduct and Ethics (this "Code") sets forth legal and ethical standards of conduct for directors, officers and employees of
Brooktrout, Inc. (the "Company"). This Code is intended to deter wrongdoing and to promote the conduct of all Company business in accordance with high standards of integrity and in compliance
with all applicable laws and regulations. This Code applies to the Company and all of its subsidiaries and other business entities controlled by it worldwide.

If
you have any questions regarding this Code or its application to you in any situation, you should contact your supervisor or the Company's Corporate Counsel.

Compliance with Laws, Rules and Regulations

The Company requires that all employees, officers and directors comply with all laws, rules and regulations applicable to the Company wherever it does business.
You are expected to use good judgment and common sense in seeking to comply with all applicable laws, rules and regulations and to ask for advice when you are uncertain about them.

If
you become aware of the violation of any law, rule or regulation by the Company, whether by its officers, employees, directors, or any third party doing business on behalf of the
Company, it is your responsibility to promptly report the matter to your supervisor or the Company's Corporate Counsel. While it is the Company's desire to address matters internally, nothing in this
Code should discourage you from reporting any illegal activity, including any violation of the securities laws, antitrust laws, environmental laws or any other federal, state or foreign law, rule or
regulation, to the appropriate regulatory authority. Employees, officers and directors shall not discharge, demote, suspend, threaten, harass or in any other manner discriminate or retaliate against
an employee because he or she reports any such violation, unless it is determined that the report was made with knowledge that it was false. This Code should not be construed to prohibit you from
testifying, participating or otherwise assisting in any state or federal administrative, judicial or legislative proceeding or investigation.

Conflicts of Interest

Employees, officers and directors must act in the best interests of the Company. You must refrain from engaging in any activity or having a personal interest that
presents a "conflict of interest." A conflict of interest occurs when your personal interest interferes, or appears to interfere, with the interests of the Company. A conflict of interest can arise
whenever you, as an officer, director or employee, take action or have an interest that prevents you from performing your Company duties and responsibilities honestly, objectively and effectively.

Employees and Officers.Employees and officers must not:



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Directors.Directors must not:



A
"close relative" means a spouse, dependent child or any other person living in the same home with the employee, officer or director. "Immediate family" means a close relative and a
parent, sibling, child, mother- or father-in-law, son- or daughter-in-law or brother-or sister-in-law. A
"significant customer" is a customer that has made during the Company's last full fiscal year, or proposes to make during the Company's current fiscal year, payments to the Company for property or
services in excess of one (1) percent of (a) the Company's consolidated gross revenues for its last full fiscal year or (b) the customer's consolidated gross revenues for its last
full fiscal year. A "significant supplier" is a supplier to which the Company has made during the Company's last full fiscal year, or proposes to make during the Company's current fiscal year,
payments for property or services in excess of one (1) percent of (i) the Company's consolidated gross revenues for its last full fiscal year or (ii) the customer's consolidated
gross revenues for its last full fiscal year.

It
is your responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest to the Corporate Counsel or, if you are an
executive officer or director, to the Board of Directors, who shall be responsible for determining whether such transaction or relationship constitutes a conflict of interest.

Insider Trading

Employees, officers and directors who have material non-public information about the Company or other companies, including our suppliers and
customers, as a result of their relationship with the Company are prohibited by law and Company policy from trading in securities of the Company or such other companies, as well as from communicating
such information to others who might trade on the basis of that information. To help ensure that you do not engage in prohibited insider trading and avoid

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even
the appearance of an improper transaction, the Company has adopted a Securities Trading Policy, which is available on the Company's Intranet and upon request from the Company's Corporate Counsel.

If
you are uncertain about the constraints on your purchase or sale of any Company securities or the securities of any other company that you are familiar with by virtue of your
relationship with the Company, you should consult with the Vice President of Finance and Operations or the Corporate Counsel before making any such purchase or sale.

Confidentiality

Employees, officers and directors must maintain the confidentiality of confidential information entrusted to them by the Company or other companies, including our
suppliers and customers, except when disclosure is authorized by a supervisor or is legally mandated. Unauthorized disclosure of any confidential information is prohibited. Additionally, employees
should take appropriate precautions to ensure that confidential or sensitive business information, whether it is proprietary to the Company or another company, is not communicated within the Company
except to employees who have a need to know such information to perform their responsibilities for the Company. Employees are also reminded of their continuing obligations under their Agreement
Regarding Inventions, Confidentiality and Non-Competition with the Company.

Third
parties may ask you for information concerning the Company. Employees, officers and directors (other than the Company's authorized spokespersons) must not discuss internal Company
matters with, or disseminate internal Company information to, anyone outside the Company, except as required in the performance of their Company duties and after an appropriate confidentiality or
non-disclosure agreement is in place. This prohibition applies particularly to inquiries concerning the Company from the media, market professionals (such as securities analysts,
institutional investors, investment advisers, brokers and dealers) and security holders. All responses to inquiries on behalf of the Company must be made only by the Company's authorized
spokespersons. If you receive
any inquiries of this nature, you must decline to comment and refer the inquirer to your supervisor or one of the Company's authorized spokespersons. The Company's policies with respect to public
disclosure of internal matters are described more fully in the Company's Disclosure Policy.

You
also must abide by any lawful obligations that you have to your former employer(s). These obligations may include restrictions on the use and disclosure of confidential information,
restrictions on the solicitation of former colleagues to work at the Company and non-competition obligations.

Honest and Ethical Conduct and Fair Dealing

Employees, officers and directors should endeavor to deal honestly, ethically and fairly with the Company's suppliers, customers, competitors and employees.
Statements regarding the Company's products and services must not be untrue, misleading, deceptive or fraudulent. You must not take unfair advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts or any other unfair-dealing practice.

Protection and Proper Use of Corporate Assets

Employees, officers and directors should seek to protect the Company's assets. Theft, carelessness and waste have a direct impact on the Company's financial
performance. Employees, officers and directors must use the Company's assets and services solely for legitimate business purposes and to advance the legitimate interests of the Company and not for any
personal benefit or the personal benefit of anyone else.

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Gifts and Gratuities

The use of Company funds or assets for gifts, gratuities or other favors to employees or government officials is prohibited, except to the extent such gifts are
in compliance with applicable law, nominal in amount and not given in consideration or expectation of any action by the recipient.

Employees,
officers and directors must not accept, or permit any member of his or her immediate family to accept, any gifts, gratuities or other favors from any customer, supplier or
other person doing or seeking to do business with the Company, other than items of nominal value. Any gifts that are not of nominal value should be returned immediately and reported to your
supervisor. If immediate return is not practical, they should be given to the Company for charitable disposition or such other disposition as the Company believes appropriate in its sole discretion.

Common
sense and moderation should prevail in business entertainment engaged in on behalf of the Company. Employees, officers and directors should provide, or accept, business
entertainment to or from anyone doing business with the Company only if the entertainment is infrequent, modest and intended to serve legitimate business goals.

Bribes
and kickbacks are criminal acts, strictly prohibited by law. You must not offer, give, solicit or receive any form of bribe or kickback anywhere in the world.

Accuracy of Books and Records and Public Reports

Employees, officers and directors must honestly and accurately report all business transactions. You are responsible for the accuracy of your records and reports.
Accurate information is essential to the Company's ability to meet legal and regulatory obligations.

All
Company books, records and accounts shall be maintained in accordance with all applicable regulations and standards and accurately reflect the true nature of the transactions they
record. The financial statements of the Company shall conform to generally accepted accounting principles and the Company's accounting policies. No undisclosed or unrecorded account or fund shall be
established for any purpose. No false or misleading entries shall be made in the Company's books or records for any reason, and no disbursement of corporate funds or other corporate property shall be
made without adequate supporting documentation.

It
is the policy of the Company to provide full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, the Securities and Exchange
Commission and in other public communications.

Concerns Regarding Accounting or Auditing Matters

Employees with concerns regarding accounting, internal accounting controls or auditing matters may confidentially, and anonymously if they wish, submit such
concerns or complaints in writing to the President or the Corporate Counsel by mail, fax or e-mail at 250 First Avenue, Needham, MA 02494, USA; (781) 433-9200
(President), (781) 453-3537 (Corporate Counsel);erg@brooktrout.com(President), njm@brooktrout.com(Corporate Counsel). The Company has also
established a Confidential Communications form located on the Intranet for employees to
submit a confidential written message about any accounting related concerns. In addition, the Company has contracted with a third party to establish an anonymous reporting system. You may contact the
24-hour call center from the United States or Canada by dialing their toll-free telephone hotline (1-800-461-9330) and from outside the
United States or Canada by calling them collect (1-720-514-4400), or you may submit a written message at www.MySafeWorkplace.com.These telephone numbers and the website address will also be posted
prominently on the Intranet. All submissions, unless
determined by the President and Corporate Counsel that any such submission does not raise an accounting, internal accounting controls or auditing matter, will be forwarded to the Audit Committee of
the Board of Directors. In any event, a record of all concerns received will be provided to the Audit Committee on a quarterly basis. Any such concerns may also be communicated, confidentially and, if
you desire, anonymously, directly to any member of the Audit Committee of the Board of Directors.

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The
Audit Committee will evaluate the merits of any concerns or complaints received by it and authorize such follow-up actions, if any, as it deems necessary or appropriate
to address the substance of the concern or complaint.

The
Company will not discipline, discriminate against or retaliate against any employee who reports a complaint or concern, unless it is determined that the report was made with
knowledge that it was false.

Waivers of this Code of Business Conduct and Ethics

While some of the policies contained in this Code must be strictly adhered to and no exceptions can be allowed, in other cases exceptions may be possible. Any
employee or officer who believes that an exception to any of these policies is appropriate in his or her case should first contact his or her immediate supervisor. If the supervisor agrees that an
exception is appropriate, the approval of the President and the Vice President of Finance and Operations must be obtained. The Corporate Counsel,
based upon information to be provided by the President and the Vice President Finance and Operations, shall be responsible for maintaining a complete record of all requests for exceptions to any of
these policies and the disposition of such requests.

Any
executive officer or director who seeks an exception to any of these policies should contact the Corporate Counsel, who shall provide notice thereof to the Board of Directors. Any
waiver of this Code for executive officers or directors or any change to this Code that applies to executive officers or directors may be made only by the Board of Directors and will be disclosed as
required by law or stock market regulation.

Reporting and Compliance Procedures

Every employee, officer and director has the responsibility to ask questions, seek guidance, report suspected violations and express concerns regarding compliance
with this Code. Any employee, officer or director who knows or believes that any other employee or representative of the Company has engaged or is engaging in Company-related conduct that violates
applicable law or this Code should report such information to his or her supervisor, to the Vice President of Finance and Operations, or to the Corporate Counsel, as described below. You may report
such conduct openly or anonymously without fear of retaliation. The Company will not discipline, discriminate against or retaliate against any employee who reports such conduct, unless it is
determined that the report was made with knowledge that it was false, or who cooperates in any investigation or inquiry regarding such conduct. Any supervisor who receives a report of a violation of
this Code must immediately inform the Vice President of Finance and Operations or the Corporate Counsel.

You
may report violations of this Code, on a confidential or anonymous basis, by contacting the Vice President of Finance and Operations or the Corporate Counsel by mail, fax or
e-mail at 250 First Avenue, Needham, MA 02494, USA; (781) 433-9226 (Vice President of Finance and Operations), (781) 453-3537 (Corporate Counsel); rcl@brooktrout.com(Vice President of Finance
and Operations),njm@brooktrout.com(Corporate Counsel).
The Company has also established a Confidential Communications form located on the Intranet for employees to submit a confidential written message about any violations of this Code. In addition, the
Company has contracted with a third party to establish an anonymous reporting system. You may contact the 24-hour call center from the United States or Canada by dialing their
toll-free telephone hotline (1-800-461-9330) and from outside the United States or Canada by calling them collect
(1-720-514-4400), or you may submit a written message atwww.MySafeWorkplace.com.These telephone numbers and the
website address will also be posted prominently on the Intranet. While we prefer that you identify yourself when reporting violations so that we may follow up with you, as necessary, for additional
information, you may leave messages anonymously if you wish.

If
the Vice President of Finance and Operations or the Corporate Counsel receives information regarding an alleged violation of this Code, he or she shall, as appropriate, provide such
information to the President (and, in the case of the Corporate Counsel, to the Vice President of Finance and

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Operations).
The President and the Vice President of Finance and Operations together shall (i) evaluate such information, (ii) determine whether it is necessary to conduct an informal
inquiry or a formal investigation and, if so, initiate such inquiry or investigation, (iii) agree upon a recommendation as to disposition of the matter, and (iv) report the results of
any such inquiry or investigation to the Board of Directors or a committee thereof.

Information
received regarding an alleged violation of the Code by the President, Vice President Finance and Operations or the Corporate Counsel will be provided directly to the Board of
Directors or a committee thereof.

Employees,
officers and directors are expected to cooperate fully with any inquiry or investigation by the Company regarding an alleged violation of this Code. Failure to cooperate with
any such inquiry or investigation may result in disciplinary action, up to and including discharge.

The
Company shall determine whether violations of this Code have occurred and, if so, shall determine the disciplinary measures to be taken against any employee who has violated this
Code. In the event that the alleged violation involves an executive officer or a director, the President and the Board of Directors, respectively, shall determine whether a violation of this Code has
occurred and, if so, shall determine the disciplinary measures to be taken against such executive officer or director.

Failure
to comply with the standards outlined in this Code will result in disciplinary action including reprimands, warnings, probation or suspension without pay, demotions, reductions
in salary, discharge and restitution. Certain violations of this Code may require the Company to refer the matter to the appropriate governmental or regulatory authorities for investigation or
prosecution. Moreover, any supervisor who directs or approves of any conduct in violation of this Code, or who has knowledge of such conduct and does not immediately report it, also will be subject to
disciplinary action, up to and including discharge.

Dissemination and Amendment

This Code shall be distributed to each new employee, officer and director of the Company upon commencement of his or her employment or other relationship with the
Company and shall also be distributed annually to each employee, officer and director of the Company, and each employee, officer
and director shall certify that he or she has received, read and understood this Code and has complied with its terms.

The
Company reserves the right to amend, alter or terminate this Code at any time for any reason. The most current version of this Code can be found on the Company's Intranet.

This
document is not an employment contract between the Company and any of its employees, officers or directors and does not alter the Company's at-will employment policy.

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