**EXHIBIT 31.1**

 

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

 

I, Eric R. Giler, Presidentof Brooktrout, Inc., certify that:

 

1.               I have reviewed this quarterly report onForm 10-Q of Brooktrout, Inc. for the quarter ended March 31, 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 and procedures, or caused such disclosure controls and procedures to  be designed under our supervision, to ensure that material information  relating to the registrant, including its consolidated subsidiaries, is made  known to us by others within those entities, particularly during the period  in which this report is being prepared;                              |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| (b)    |   | [Paragraph omitted in accordance  with SEC transition instructions contained in SEC Release 34-47986]                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| (c)    |   | Evaluated the  effectiveness of the registrant’s disclosure controls and procedures and  presented in this report our conclusions about the effectiveness of the  disclosure controls and procedures, as of the end of the period covered by  this report based on such evaluation; and                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| (d)    |   | Disclosed in this report  any change in the registrant’s internal control over financial reporting that  occurred during the registrant’s most recent fiscal quarter (the registrant’s  fourth fiscal quarter in the case of an annual report) that has materially  affected, or is reasonably likely to materially affect, the registrant’s  internal control over financial reporting; and |

 

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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 ofregistrant’s board of directors (or persons performing the equivalentfunctions):

 
| (a)    |   | All significant  deficiencies and material weaknesses in the design or operation of internal  control over financial reporting which are reasonably likely to adversely  affect the registrant’s ability to record, process, summarize and report  financial information; and |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                               |
| (b)    |   | Any fraud, whether or not  material, that involves management or other employees who have a significant  role in the registrant’s internal control over financial reporting.                                                                                                  |

 

 
| Date: May 7, 2004 | By:    | /s/   ERIC R. GILER        |   |
|-------------------|--------|---------------------------------|--------|
|              |   | Eric  R. Giler                  |   |
|              |   | *President*                     |   |
|              |   | *(Principal Executive Officer)* |   |

 

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