**Exhibit
        3.1**
 
 **RESTATED** **CERTIFICATE OF INCORPORATION**
 
 **OF**
 
 **GOAMERICA,
        INC.**
 
 GoAmerica,
        Inc., a corporation organized and existing under the laws of the State of
        Delaware (hereinafter referred to as the "Corporation"), hereby certifies
        as
        follows:
 
 1.  The
        name
        of the corporation is GoAmerica, Inc. The Corporation's original Certificate
        of
        Incorporation was filed with the Secretary of State of the State of Delaware
        on
        December 1, 1999.
 
 2.  This
        Restated Certificate of Incorporation (the "Restated Certificate of
        Incorporation") was duly adopted in accordance with the provisions of Section
        245 of the Delaware General Corporation Law. This Restated Certificate of
        Incorporation restates and integrates, and does not further amend, the
        provisions of the Corporation's Certificate of Incorporation as heretofore
        amended or supplemented, and there is no discrepancy between the provisions
        of
        the Corporation’s Certificate of Incorporation as heretofore amended or
        supplemented and the provisions of this Restated Certificate of
        Incorporation.
 
 **ARTICLES**
 
 FIRST:
        The name of the Corporation is GoAmerica, Inc.
 
 SECOND:
        The Corporation's registered office in the State of Delaware is located at
        Corporation Service Corporation, 2711 Centerville Road, Suite 400, Wilmington,
        New Castle County, Delaware 19808. The name of its registered agent at such
        address is Corporation Service Corporation.
 
 THIRD:
        The purpose for which the Corporation is organized is to engage in any lawful
        act or activity for which corporations may be organized under the General
        Corporation Law of the State of Delaware.
 
 FOURTH:
        (a) The total number of shares of capital stock which the Corporation shall
        have
        the authority to issue is 204,351,943 shares, consisting of: (i) two hundred
        million (200,000,000) shares of Common Stock, par value $0.01 per share (the
        "Common Stock"); and (ii) four million three hundred fifty one thousand nine
        hundred forty three (4,351,943) shares of Preferred Stock, par value $0.01
        per
        share (the "Preferred Stock").
 
 (b)  The
        authorized but undesignated Preferred Stock may be issued from time to time
        in
        one or more series. The Board of Directors is authorized, subject to limitations
        prescribed by law and the provisions of subsection (a) above, to provide
        for the
        issuance of the shares of Preferred Stock in series, and by filing a certificate
        pursuant to the applicable law of the State of Delaware, to establish from
        time
        to time the number of shares to be included in each such series, and
        to
        fix the designation, powers, preferences and rights of the shares of each
        such
        series and the qualification, limitations or restrictions thereof.
 
 The
        authority of the Board of Directors with respect to each series shall include,
        but not be limited to, determination of the following:
 
 (i)
              The
                  number of shares constituting that series and the distinctive designation
                  of that series;
 
 (ii)
              The
                  dividend rate on the shares of that series, whether dividends shall
                  be
                  cumulative, and if so, from which date or dates, and the relative
                  rights
                  of priority, if any, of payment of dividends on shares of that
                  series;
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  (iii)
              Whether
                  that series shall have voting rights, in addition to the voting
                  rights
                  provided by law, and, if so, the terms of such voting rights;
 
 (iv)
              Whether
                  that series shall have conversion privileges, and, if so, the terms
                  and
                  conditions of such conversion, including provision for adjustment
                  of the
                  conversion rate in such events as the Board of Directors shall
                  determine;
 
 (v)
              Whether
                  or not the shares of that series shall be redeemable, and, if so,
                  the
                  terms and conditions of such redemption, including the date or
                  dates upon
                  or after which they shall be redeemable, and the amount per share
                  payable
                  in case of redemption, which amount may vary under different conditions
                  and at different redemption dates;
 
 (vi)
              The
                  rights of the shares of that series in the event of voluntary or
                  involuntary liquidation, dissolution or winding up of the Corporation,
                  and
                  the relative rights of priority, if any, of payment of shares of
                  that
                  series; and
 
 (vii)
              Any
                  other relative rights, preferences and limitations of that series.
 
 FIFTH:
        Directors elected by the holders of voting stock shall, in accordance with
        the
        Corporation's By-laws, be classified in respect to the time for which they
        shall
        severally serve on the Board of Directors by dividing them into three staggered
        classes which shall be as nearly equal in number as possible. Each member
        of
        each class shall serve for three-year terms. At each annual meeting of the
        stockholders, the stockholders shall elect Directors of the class which term
        then expires, to serve until the third succeeding annual meeting. Except
        as
        otherwise provided in this Restated Certificate of Incorporation, each Director
        shall serve for the term for which elected and until his or her successor
        shall
        be duly elected and shall qualify.
 
 SIXTH:
        The Corporation is to have perpetual existence.
 
 SEVENTH:
        The following provisions are included for the management of the business
        and the
        conduct of the affairs of the Corporation, and for further definition,
        limitation and regulation of the powers of the Corporation and of its Board
        of
        Directors and stockholders:
 
 (i)  The
        Board
        of Directors of the Corporation is expressly authorized to adopt, amend or
        repeal the Bylaws of the Corporation, subject to any limitation thereof
        contained in the Bylaws. The stockholders also shall have the power to adopt,
        amend or repeal the Bylaws of the Corporation; provided, however, that, in
        addition to any vote of the holders of any class or series of stock of the
        Corporation required by law or by this Restated Certificate of Incorporation,
        the affirmative vote of the holders of at least eighty percent (80%) of the
        voting power of all of the then outstanding shares of the capital stock of
        the
        Corporation entitled to vote generally in the election of directors, voting
        together as a single class, shall be required to adopt, amend or repeal any
        provision of the Bylaws of the Corporation.
 
 (ii)  Stockholders
        of the Corporation may not take any action by written consent in lieu of
        a
        meeting.
 
 (iii)  Special
        meetings of stockholders may be called at any time only by the President,
        the
        Chairman of the Board of Directors of the Corporation (if any) or a majority
        of
        the Board of Directors of the Corporation. Business transacted at any special
        meeting of stockholders shall be limited to matters relating to the purpose
        or
        purposes set forth in the notice of such special meeting.
 
 (iv)  The
        Board
        of Directors of the Corporation, when evaluating any offer of another party
        (a)
        to make a tender or exchange offer for any equity security of the Corporation
        or
        (b) to effect a business combination, shall, in connection with the exercise
        of
        its judgment in determining what is in the best interests of the Corporation
        as
        a whole, be authorized to give due consideration to any such factors as the
        Board of Directors of the Corporation determines to be relevant, including,
        without limitation:
 
 (1)
              the
                  interests of the Corporation's stockholders, including the possibility
                  that these interests might be best served by the continued independence
                  of
                  the Corporation;
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  (2)
              whether
                  the proposed transaction might violate federal or state laws;
 
 (3)
              not
                  only the consideration being offered in the proposed transaction,
                  in
                  relation to the then current market price for the outstanding capital
                  stock of the Corporation, but also to the market price for the
                  capital
                  stock of the Corporation over a period of years, the estimated
                  price that
                  might be achieved in a negotiated sale of the Corporation as a
                  whole or in
                  part or through orderly liquidation, the premiums over market price
                  for
                  the securities of other corporations in similar transactions, current
                  political, economic and other factors bearing on securities prices
                  and the
                  Corporation's financial condition and future prospects; and
 
 (4)
              the
                  social, legal and economic effects upon employees, suppliers, customers,
                  creditors and others having similar relationships with the Corporation,
                  upon the communities in which the Corporation conducts its business
                  and
                  upon the economy of the state, region and nation.
 
 In
                  connection with any such evaluation, the Board of Directors of
                  the
                  Corporation is authorized to conduct such investigations and engage
                  in
                  such legal proceedings as the Board of Directors of the Corporation
                  may
                  determine.
 
 (v)
              in
                  addition to any vote of the holders of any class or series of stock
                  of the
                  Corporation required by law or by this Restated Certificate of
                  Incorporation, the affirmative vote of the holders of at least
                  eighty
                  percent (80%) of the voting power of all of the then outstanding
                  shares of
                  the capital stock of the Corporation entitled to vote generally
                  in the
                  election of directors, voting together as a single class, shall
                  be
                  required to amend any provision of Articles SEVENTH or EIGHTH of
                  this
                  Restated Certificate of Incorporation.
 
 EIGHTH:
        A
        director of the Corporation shall not be personally liable either to the
        Corporation or to any stockholder for monetary damages for breach of fiduciary
        duty as a director, except (i) for any breach of the director's duty of loyalty
        to the Corporation or its stockholders, or (ii) for acts or omissions which
        are
        not in good faith or which involve intentional misconduct or knowing violation
        of the law, or (iii) for any matter in respect of which such director shall
        be
        liable under Section 174 of Title 8 of the General Corporation Law of the
        State
        of Delaware or any amendment thereto or successor provision thereto, or (iv)
        for
        any transaction from which the director shall have derived an improper personal
        benefit. Neither amendment nor repeal of this paragraph nor the adoption
        of any
        provision of the Restated Certificate of Incorporation inconsistent with
        this
        paragraph shall eliminate or reduce the effect of this paragraph in respect
        of
        any matter occurring, or any cause of action, suit or claim that, but for
        this
        paragraph of this Article, would accrue or arise, prior to such amendment,
        repeal or adoption of an inconsistent provision.
 
 NINTH:
        Election of directors need not be by written ballot.
 
 IN
        WITNESS WHEREOF, the undersigned, being the Executive Vice President, General
        Counsel and Secretary of the Corporation, does hereby execute this Restated
        Certificate of Incorporation this 17th day of August, 2005.
  By:
                /s/
                  Wayne D. SmithWayne
                  D. SmithExecutive
                    Vice President, General Counsel and
                    Secretary
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