SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   ----------

                                   FORM 10-K/A
             (amending Item 5 to reference the previously disclosed
                      issuance of unregistered securities)

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                   (Mark One)

|X|   ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
      ACT OF 1934 For the fiscal year ended December 31, 2003

                                       OR

|_|   TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
      EXCHANGE  ACT OF  1934  For  the  transition  period  from  __________  to
      __________

                         Commission File Number 0-29359

                                 GOAMERICA, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            Delaware                                    22-3693371
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

433 Hackensack Avenue, Hackensack, New Jersey            07601
  (Address of Principal Executive Offices)             (Zip Code)

       Registrant's telephone number, including area code: (201) 996-1717

                                   ----------

        Securities registered pursuant to Section 12(b) of the Act: None
           Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $0.01 par value
                                (Title of Class)

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

      Yes: |X| No:

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).

      Yes: No: |X|

The aggregate market value of the voting common equity of the registrant held by
non-affiliates  (for this  purpose,  persons and entities  other than  executive
officers,  directors, and 5% or more shareholders) of the registrant,  as of the
last  business day of the  registrant's  most recently  completed  second fiscal
quarter (June 30, 2003), was $15,770,560.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of March 1, 2004:

                 Class                               Number of Shares
                 -----                               ----------------
      Common Stock, $0.01 par value                     55,721,868

The following  documents are incorporated by reference into the Annual Report on
Form 10-K: Portions of the registrant's  definitive Proxy Statement for its 2004
Annual Meeting of  Stockholders  are  incorporated by reference into Part III of
this Report.


<PAGE>

Item 5. Market for the  Registrant's  Common  Equity,  and  Related  Stockholder
Matters.

Market for our Common Stock
---------------------------

Our common stock traded on the Nasdaq  National  Market from our initial  public
offering in April 2000 until August 28, 2002, at which time our listing moved to
the  Nasdaq  Small Cap  Market,  where it  continues  to trade  under the symbol
"GOAM."

The  following  table  sets  forth the high and low sales  prices for our common
stock for the quarters  indicated as reported on the Nasdaq  National Market and
Nasdaq SmallCap Market.

            Quarter Ended                    High       Low
            ------------------------------------------------
            March 31, 2002 ........         $2.60      $1.05
            June 30, 2002 .........         $1.39      $0.25
            September 30, 2002 ....         $0.59      $0.15
            December 31, 2002 .....         $0.73      $0.20
            March 31, 2003 ........         $0.46      $0.21
            June 30, 2003 .........         $0.74      $0.15
            September 30, 2003 ....         $0.56      $0.24
            December 31, 2003 .....         $1.03      $0.29

As of February  11,  2004,  the  approximate  number of holders of record of our
common stock was 261 and the  approximate  number of  beneficial  holders of our
common stock was 16,000.

The  market  price of our  common  stock  has  fluctuated  since the date of our
initial public offering and is likely to fluctuate in the future. Changes in the
market price of our common  stock and other  securities  may result from,  among
other things:

      o     Quarter-to quarter variations in operating results

      o     Operating results being less than analysts' estimates

      o     Changes in analysts' earnings estimates

      o     Announcements of new technologies,  products and services or pricing
            policies by us or our competitors

      o     Announcements of acquisitions or strategic partnerships by us or our
            competitors

      o     Developments in existing customer or strategic relationships

      o     Actual or perceived changes in our business strategy

      o     Developments  in  pending  litigation  and  claims

      o     Sales of large amounts of our common stock

      o     Changes in market  conditions  in wireless  technology  and wireless
            telecommunication

      o     Changes in general economic conditions

<PAGE>

      o     Fluctuations in securities markets in general.

Our common stock is currently not in  compliance  with Nasdaq  Marketplace  Rule
4450(a)(5)  which requires that a listed company maintain a minimum bid price of
$1.00 per share.  The  Company  received  notification  from the Nasdaq  Listing
Qualifications  Panel  extending  until  May  31,  2004  GoAmerica's   temporary
exemption  from the $1.00 minimum  closing bid price per share  requirement  for
continued  listing on The Nasdaq  SmallCap  Market  (pursuant to Nasdaq's  newly
amended  Marketplace  Rule  4310(c)(8)(D)  as  approved  by the  Securities  and
Exchange  Commission  (the "SEC") on  December  23,  2003).  In  providing  such
additional time, the Nasdaq Listings Qualifications Panel noted that the Company
is in compliance with all other Nasdaq listing  requirements  and that GoAmerica
has filed a proxy  statement  pursuant  to which  the  Company  will be  seeking
shareholder  approval  of, among other  things,  granting  GoAmerica's  Board of
Directors  the  discretion  to implement a reverse stock split if such action is
required to maintain the Company's listing on the Nasdaq SmallCap Market.

If our common stock is delisted by Nasdaq, our common stock would be eligible to
trade on the OTC Bulletin Board maintained by Nasdaq,  another  over-the-counter
quotation  system,  or on the pink  sheets,  where an investor  may find it more
difficult  to  dispose  of our shares or obtain  accurate  quotations  as to the
market value of our common  stock.  In  addition,  we would be subject to a rule
promulgated  by the  Commission  that,  if we fail to meet criteria set forth in
such rule,  imposes various  practice  requirements on  broker-dealers  who sell
securities governed by the rule to persons other than established  customers and
accredited  investors.  Consequently,  such rule may deter  broker-dealers  from
recommending or selling our common stock, which may further affect the liquidity
of our common stock.

Delisting  from Nasdaq will make  trading our common  stock more  difficult  for
investors,  potentially leading to further declines in our share price. It would
also make it more difficult for us to raise additional  capital.  Further, if we
are delisted we could also incur  additional  costs under state blue sky laws in
connection with any sales of our securities.

Related Stockholder Matters
---------------------------

We have never declared or paid any cash dividends on our common stock. We intend
to retain  earnings,  if any, to fund  future  growth and the  operation  of our
business.

Use of Proceeds
---------------

On April 6, 2000, the SEC declared effective our Registration  Statement on Form
S-1 (No.  333-94801) as filed with the SEC in connection with our initial public
offering of common stock,  which was managed by Bear, Stearns & Co., Inc., Chase
H&Q, U.S. Bancorp Piper Jaffray, Wit SoundView and DLJdirect,  now Harrisdirect.
Pursuant to such  Registration  Statement,  on April 12, 2000 we consummated the
issuance and sale of an aggregate of 10,000,000  shares of our common stock, for
a gross  aggregate  offering  price of $160  million.  We incurred  underwriting
discounts and commissions of

<PAGE>

approximately $11.2 million. In connection with such offering, we incurred total
expenses of approximately  $2.6million.  As of December 31, 2003,  approximately
$568,000 of the $146.2 million in net proceeds  received by us upon consummation
of such offering,  pending  specific  application,  were invested in short-term,
investment-grade,  interest-bearing instruments. The remaining $145.6 million of
the net proceeds have been specifically applied as follows: (i) $5.1 million for
the acquisition of other businesses,  (ii) $38.1 million for sales and marketing
expenses, (iii) $10.9 million for the purchase of capital assets, and (iv) $91.5
million for working capital needs.

Unregistered Securities
-----------------------

During the fourth quarter of 2003, the Company issued securities as follows:

      (a) As part of a settlement  with its landlord,  the Company issued to its
landlord a warrant to purchase 1,000,000 shares of the Company's Common Stock at
an exercise  price of $.46 per share at any time prior to November 14, 2008. See
Note 3 of the Notes to the Company's Consolidated Financial Statements.

      (b)  In  connection  with a  private  placement  of  securities  that  was
consummated  on March 10,  2004,  the  Company  effected a bridge  financing  on
December 19, 2003.  Pursuant to that  financing,  the Company issued  $1,015,000
aggregate  principal  amount of convertible  notes which were  convertible  into
shares of the Company's Common Stock at a rate of $.15 per share (for a total of
6,766,667  shares).  See  Note 5 of the  Notes  to  the  Company's  Consolidated
Financial Statements. These notes were fully converted on March 10, 2004.

      (c) As part of the above-mentioned bridge financing, on December 19, 2003,
the  Company  issued to the  investors  in its  private  placement  warrants  to
purchase  1,353,333 shares of the Company's Common Stock at an exercise price of
$0.15 per share at any time for a period of five years.  The Company also issued
to the placement  agent  warrants to purchase an aggregate of 812,000  shares of
the Company's  Common Stock at an exercise  price of $0.15 per share at any time
for a period of five years.

These  securities were issued without  registration  under the Securities Act of
1933 based on the exemption  afforded by Section 4(2) of that Act. The investors
were  accredited  investors  which  understood  that they could not resell  such
shares in the absence of  registration or another  exemption from  registration.
The Company  intends to register all such shares for resale under the Securities
Act of 1933.


<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant has duly caused this amendment to be signed on its
behalf by the undersigned,  thereunto duly  authorized,  this 22nd day of March,
2004.

                                               GOAMERICA, INC.

                                               By: /s/ Daniel R. Luis
                                                   -----------------------
                                                   Daniel R. Luis
                                                   Chief Executive Officer