**EXHIBIT 31.2**

 

**CERTIFICATION PURSUANT TO****EXCHANGE ACT RULES 13a-14 OR 15d-14****AS ADOPTED PURSUANT TO****SECTION 302 OF SARBANES-OXLEY ACT OF2002**

 

I, Robert C. Leahy, VicePresident of Finance and Operations of Brooktrout, Inc., certify that:

 

1.               I have reviewed this quarterly report onForm 10-Q of Brooktrout, Inc. for the quarter ended June 30, 2004;

 

2.               Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisreport;

 

4.               The registrant’s other certifying officer andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) forthe registrant and have:

 

(a)          Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designed underour supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

(b)         [Paragraph omitted in accordance with SECtransition instructions contained in SEC Release 34-47986]

 

(c)          Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

(d)         Disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the 

 

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registrant’sinternal control over financial reporting; and

 

5.               The registrant’s other certifying officer andI have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee of registrant’sboard of directors (or persons performing the equivalent functions):

 

(a)          All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

(b)         Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 

 
| Date: August 6, 2004 |   | By:    | /s/   ROBERT C. LEAHY                      |
|---------------------------|--------|--------|-------------------------------------------------|
|                      |   |   | Robert  C. Leahy                                |
|                      |   |   | *Vice President of Finance and Operations*      |
|                      |   |   | *(Principal Financial and Accounting  Officer)* |

 

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