**SECURITIES
                AND EXCHANGE COMMISSION****Washington,
                DC 20549**





**FORM
                10-K/A**
              **(Amendment
                No. 1)**
              **(adding
                Items 10 -14 and amending Item 15 only)****FOR
                ANNUAL AND TRANSITION REPORTS****PURSUANT
                TO SECTIONS 13 OR 15(d) OF THE****SECURITIES
                EXCHANGE ACT OF 1934**(Mark
                One)xANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934For
                the fiscal year endedDecember
                31, 2005ORoTRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934For
                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 ofIncorporation
                or Organization)
            
            (I.R.S.
                Employer Identification No.)433
                Hackensack Avenue, Hackensack, New Jersey
            
            07601(Address
                of Principal Executive Offices)
            
            (Zip
                Code)Registrant's
                telephone number, including area code(201)
                996-1717Securities
                registered pursuant to Section 12(b) of the Act:Title
                of each class
            
            Name
                of Each Exchange on Which RegisteredNoneSecurities
                registered pursuant to Section 12(g) of the Act:Common
                Stock, $0.01 par value(Title
                of Class)





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.




Yes:
            
            
            No:
            X





Indicate
      by a check mark if the registrant is not required to file reports pursuant
      to
      Section 13 or Section 15(d) of the Act.





Yes:
            
            
            No:
            X





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 a large accelerated filer, an
      accelerated filer or non-accelerated filer. See definition of “accelerated filer
      and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):




Large
                Accelerated Filer:
            
            
            Accelerated
                Filer
            
            
            Non-accelerated
                filer
            X





Indicate
      by a check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange 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, 2005), was $12,590,227.





Indicate
      the number of shares outstanding of each of the registrant's classes of common
      stock, as of March 24, 2006:




Class
            Number
                of SharesCommon
                Stock, $0.01 par value
            2,338,451







**EXPLANATORY
      NOTE**




This
      Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K (the "Annual
      Report") of GoAmerica, Inc. (the "Company" or "GoAmerica") filed on March 30,
      2006 with the Securities & Exchange Commission (the "SEC") is filed solely
      for the purpose of including information that was to be incorporated by
      reference from the Registrant's definitive proxy statement pursuant to
      Regulation 14A of the Securities Exchange Act of 1934. The Company will not
      file
      its proxy statement for its annual meeting of stockholders within 120 days
      of
      its fiscal year ended December 31, 2005 and is therefore amending and restating
      in their entirety Items 10, 11, 12, 13 and 14 of Part III of the Annual Report.
      In addition, pursuant to Rule 13a-14(a) under the Securities Exchange Act of
      1934, we are including with this Amendment No. 1 certain currently dated
      certifications. Except as described above, no other amendments are being made
      to
      the Annual Report. This Form 10-K/A does not reflect events occurring after
      the
      March 30, 2006 filing of our Annual Report or modify or update the disclosure
      contained in the Annual Report in any way other than as required to reflect
      the
      amendments discussed above and reflected below.





**TABLE
      OF CONTENTS**




Item
            
            PagePART
                III
            10.
            Directors
                and Executive Officers of the Registrant
            111.
            Executive
                Compensation
            512.
            Security
                Ownership of Certain Beneficial Owners and Management
            1013.
            Certain
                Relationships and Related Transactions
            1114.
            Principal
                Accountant Fees and Services
            11PART
                IV
            15.
            Exhibits
                and Financial Statements
            13SIGNATURES
            14EXHIBIT
                INDEX
            15





-
          i -





**PART
      III**




**Item
      10.**  **Directors
      and Executive Officers.**




**Board
      of Directors**




We
      currently have seven directors. As set forth in our amended and restated
      certificate of incorporation, the terms of office of the members of the Board
      of
      Directors are divided into three classes: Class A, whose term will expire at
      the
      2007 Annual Meeting of Stockholders; Class B, whose term will expire at the
      2008
      Annual Meeting of Stockholders; and Class C, whose term will expire at the
      2006
      Annual Meeting of Stockholders. The current Class A directors are Mark Kristoff
      and Joseph Korb, the current Class B directors are Daniel Luis and David Lyons,
      and the current Class C directors are Aaron Dobrinsky, Alan Docter and King
      Lee.
      At each annual meeting of stockholders, the successors to directors whose terms
      then expire will be elected to serve from the time of election and qualification
      until the third annual meeting following election. Our by-laws permit the Board
      of Directors to increase or decrease the size of the Board of Directors. Any
      additional directorships resulting from an increase in the number of directors
      will be distributed among the three classes so that, as nearly as possible,
      each
      class will consist of one-third of the total number of directors. This
      classification of the Board of Directors may have the effect of delaying or
      preventing changes in control or management of GoAmerica. The following table
      provides additional information regarding the members of our Board of
      Directors:





**Name**
            **Age**
            **Served
                as a**
              **Director
                Since**
            **Positions
                with**
              **the
                Company**Aaron
                Dobrinsky
            42
            1996
            Chairman
                of the BoardDaniel
                Luis.
            39
            2003
            Chief
                Executive Officer and DirectorAlan
                Docter
            62
            1996
            DirectorJoseph
                Korb
            54
            1996
            DirectorMark
                Kristoff
            44
            1998
            DirectorKing
                Lee
            65
            2003
            DirectorDavid
                Lyons
            56
            2004
            Director




*Aaron
      Dobrinsky* founded
      GoAmerica in 1996 and has served as our Chairman of the Board since our
      inception in 1996. He also served as our President until November 2000 and
      our
      Chief Executive Officer until January 2003. Mr.
      Dobrinsky is currently an executive member of the board of directors of
      RoomLinX, Inc., a provider of wireless high-speed Internet network solutions
      to
      hotels and conference centers, where he also served as Chief Executive Officer
      from June 2004 through November 1, 2005.




-
          1 -


*Daniel
      Luis* joined
      our Board of Directors in January 2003 at the time he was elected our Chief
      Executive Officer. He previously served as our President and Chief Operating
      Officer from May 2002 until January 2003. Mr. Luis is also President and Chief
      Executive Officer of Wynd Communications Corporation, which became a wholly
      owned subsidiary of GoAmerica in June 2000. Mr. Luis joined Wynd in 1994 and
      has
      held his current positions with Wynd since 1998.





*Alan
      Docter* joined
      our Board of Directors in October 1996 at the time of his initial investment
      in
      GoAmerica. Since 1990, Mr. Docter has been an early-stage investor in technology
      companies, including M.A.I.D. plc (now BrightStation), ViaWeb (sold to Yahoo!),
      Butterfly V.L.S.I. Ltd. (sold to Texas Instruments) and Invino Corp. (sold
      to
      Youth Stream Media Networks). Mr. Docter has served as President of Continental
      Mining and Metallurgical Corporation since 1991 and as President of CMMC
      Ventures, Inc. since 1999. He has also served as Vice Chairman of Considar,
      Inc., an international metals trading company, since 1995. Mr. Docter serves
      on
      the boards of directors of a number of privately held companies.




*Joseph
      Korb* joined
      GoAmerica in 1997 as Executive Vice President and has been a director since
      October 1996. From May 2002 to March 2004, Mr. Korb served as our Executive
      Vice
      Chairman, having served as our President from November 2000 until May 2002.
      Mr.
      Korb is currently a principal in three privately held companies that specialize
      in software solutions and services for embedded systems.





*Mark
      Kristoff* joined
      our Board of Directors in June 1998. Since 1991, Mr. Kristoff has been President
      and Chief Operating Officer of Considar, Inc., an international metals trading
      company. Since 1990, Mr. Kristoff also has been an early-stage investor in
      many
      technology companies and serves on the boards of directors of a number of
      privately held companies.





*King
      Lee* joined
      our Board of Directors in January 2003. Mr. Lee currently serves as the Managing
      Partner of Resource Capitalists, LLC, a management consulting firm. During
      his
      career he has served as the chief executive officer of a number of companies
      both public and private. Mr. Lee has spent the last twelve years investing
      in
      turnarounds and during that same period he was also the co-founder of Wynd
      Communications Corporation, which became a wholly owned subsidiary of GoAmerica
      in June 2000. He also served on the board of directors of Wynd Communications
      Corporation until its acquisition by GoAmerica. Mr. Lee serves on the boards
      of
      directors of a number of privately held companies.





*David
      Lyons* joined
      our Board of Directors in October 2004. Mr. Lyons is currently a managing
      partner of the Nacio Investment Group, the holdings of which include a major
      interest in Nacio Systems, Inc., a managed hosting company providing outsourced
      infrastructure and communication services for mid-size businesses that the
      Nacio
      Investment Group acquired out of bankruptcy. Prior to joining Nacio in 2002,
      Mr.
      Lyons co-founded Globalnet VDS, a transaction services firm active in the
      consolidation of European voice and data telecommunications businesses. From
      1998 to 2000, Mr. Lyons served as Vice President of Acquisitions for Expanets,
      Inc., a national provider of converged communications solutions founded by
      NorthWestern Corporation that acquired numerous local communications and data
      networking companies, as well as Lucent Technology’s Growing and Emerging
      Markets (GEM) division. Previously, he was Chairman and CEO of Amnex, Inc.
      and
      held various executive management positions at Walker Telephone Systems, Inc.
      and Inter-tel, Inc.





-
          2 -


**Committees
      and Meetings of the Board**





The
      Board
      of Directors held 12 meetings during 2005. During this period, each incumbent
      member of the Board of Directors attended or participated in at least 75% of
      the
      aggregate of (i) the total number of meetings of the Board of Directors (held
      during the period for which such person has been a director) and (ii) the total
      number of meetings held by all Committees of the Board on which each such
      director served (during the periods such director served). The Board of
      Directors has three standing committees: the Audit Committee, the Compensation
      Committee and the Nominating Committee.





The
      Compensation Committee approves salaries and incentive compensation for our
      executive officers and key employees, administers and grants awards under the
      Company's 1999 Stock Plan and 2005 Equity Compensation Plan and administers
      the
      terms of outstanding options and restricted stock awards. The Compensation
      Committee is currently comprised of Messrs. Docter, Kristoff and Lee, with
      Mr.
      Docter serving as Chairman. The Compensation Committee held three meetings
      during 2005.





The
      Audit
      Committee's responsibilities include: (i) evaluating and the engagement of
      the
      Company's independent auditors; (ii) reviewing and reporting on the results
      and
      scope of their audit findings; (iii) reviewing the Company's periodic reports
      filed with the Securities and Exchange Commission; and (iv) monitoring, on
      a
      periodic basis, the internal controls of the Company. The Audit Committee is
      currently comprised of Messrs. Docter, Kristoff and Lee, with Mr. Lee serving
      as
      Chairman. The Audit Committee held four meetings during 2005. The Company’s
      Board of Directors has determined that King Lee constitutes an “audit committee
      financial expert”, as such term is defined by the SEC.





The
      Nominating Committee's responsibilities include recommending to the Board of
      Directors qualified individuals to serve on the Company's Board of Directors.
      The Nominating Committee will not consider any nominees recommended by the
      Company's security holders. The Nominating Committee is currently comprised
      of
      Messrs. Docter, Kristoff, Lee and Lyons, with Mr. Kristoff serving as Chairman.
      The Nominating Committee met once during 2005.





Each
      of
      Messrs. Docter, Kristoff, Lee and Lyons has been determined to be “independent”
within the meaning of SEC and Nasdaq regulations





-
          3 -


**Executive
      Officers**





The
      following table identifies the current executive officers of the
      Company:




**Name**
            **Age**
            **Capacities
                in**
              **Which
                Serving**
            **In
                Current**
              **Position
                Since**Daniel
                R. Luis
            39
            Chief
                Executive Officer
            2003Donald
                G. Barnhart (1)
            49
            Chief
                Financial Officer
            2004Jesse
                Odom (2)
            40
            Chief
                Technology Officer
            2000Wayne
                D. Smith (3)
            47
            Executive
                Vice President, General Counsel and Secretary
            2005


____________________________________________




(1)
            Donald
                Barnhart joined GoAmerica in 1999 and became its Vice President and
                Controller in 2000. He was appointed Chief Financial Officer in March
                2004. Prior to joining GoAmerica, Mr. Barnhart held various finance
                positions with Bogen Communications (a telecommunications manufacturer)
                and operated his own accounting and consulting firm. Mr. Barnhart
                is a CPA
                in New Jersey.




(2)
            Jesse
                Odom joined GoAmerica in 1996 as Vice President of Network Operations.
                He
                was appointed Chief Technology Officer in November
                2000.




(3)
            Wayne
                Smith joined GoAmerica in May 2002 as Vice President, General Counsel
                and
                was appointed corporate Secretary in November 2003. He was appointed
                Executive Vice President, General Counsel and Secretary in March
                2005.
                Prior to joining GoAmerica, Mr. Smith held a variety of legal and
                staff
                positions with Viacom Inc. (a diversified entertainment company)
                from 1985
                to 2001, most recently serving as Vice President, Corporate
                Counsel




None
      of
      our executive officers is related to any other executive officer or to any
      director of the Company. Our executive officers are elected annually by the
      Board of Directors and usually serve until their successors are duly elected
      and
      qualified.




**Section
      16(a) Beneficial Reporting Compliance**




Section
      16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
      requires our directors, officers, and stockholders who beneficially own more
      than 10% of any class of our equity securities registered pursuant to Section
      12
      of the Exchange Act, to file initial reports of ownership and reports of changes
      in ownership with respect to our equity securities with the Securities and
      Exchange Commission. All reporting persons are required to furnish us with
      copies of all reports that such reporting persons file with the SEC pursuant
      to
      Section 16(a). Based on our review of the copies of such forms received by
      us or
      written representations from such reporting persons, each such reporting person
      filed all of their respective reports pursuant to Section 16(a) on a timely
      basis during 2005.




-
          4 -


**Code
      of Ethics**





GoAmerica
      maintains a code of ethics applicable to its directors, executive officers
      and
      other senior financial personnel. A copy of this code of ethics is posted on
      our
      website, accessible at
      http://www.goamerica.com/Company_info/ethics_execs.php.





**Item
      11. Executive Compensation**




**Summary
      of Compensation in 2005, 2004 and 2003**




The
      following Summary Compensation Table sets forth information concerning
      compensation for services in all capacities awarded to, earned by or paid to
      each person who served as the Company's Chief Executive Officer at any time
      during 2005, regardless of compensation level, and each other executive officer
      of the Company whose aggregate cash compensation exceeded $100,000 at the end
      of
      2005 (collectively, the "Named Executives"), for the years ended December 31,
      2005, 2004 and 2003.




**SUMMARY
      COMPENSATION TABLE**




Annual
                Compensation
            Long-Term
                CompensationName
                and Principal Position
            
            
            Year
            
            
            Salary
              ($)
            
            
            Bonus
                (1)
              ($)
            
            
            Other
              Annual
              Compensation(2)
              ($)
            
            
            Restricted
                Stock Awards
              ($)(3)
            
            
            Securities
                Underlying Options
              (#)
            
            
            All
                Other Compensation
              ($)Daniel
                R. Luis
            
            
            2005
            
            
            200,000
            
            
            --
            
            
            --
            
            
            419,200
            
            
            --
            
            
            6,250
            (5)Chief
                Executive Officer
            
            
            2004
            
            
            229,046
            (4)
            
            25,000
            
            
            --
            
            
            --
            
            
            4,375
            
            
            5,953
            (5)2003
            
            
            179,706
            (4)
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            3,351
            (5)Donald
                G. Barnhart
            
            
            2005
            
            
            165,000
            
            
            --
            
            
            --
            
            
            288,200
            
            
            --
            
            
            6,250
            (5)Chief
                Financial Officer since
                March 2004;
            
            
            2004
            
            
            160,115
            
            
            27,000
            
            
            --
            
            
            --
            
            
            3,422
            
            
            5,500
            (5)Principal
                Accounting Officer
                since September
                2003
            
            
            2003
            
            
            154,884
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            3,513
            (5)Jesse
                Odom
            
            
            2005
            
            
            165,000
            
            
            --
            
            
            --
            
            
            288,200
            
            
            --
            
            
            5,500
            (5)Chief
                Technology Officer
            
            
            2004
            
            
            178,654
            (6)
            
            20,000
            
            
            --
            
            
            --
            
            
            3,422
            
            
            4,361
            (5)2003
            
            
            164,613
            (6)
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            7,234
            (5)Wayne
                D. Smith (7)
            
            
            2005
            
            
            162,695
            
            
            --
            
            
            --
            
            
            288,200
            
            
            --
            
            
            5,500
            (5)Executive
                Vice President,
                General  Counsel
                and Secretary
            
            
            2004
            
            
            150,014
            
            
            50,000
            (8)
            
            --
            
            
            --
            
            
            3,047
            
            
            --2003
            
            
            145,000
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --





(1)
                    Except
                        as otherwise indicated, the bonus awards were earned in the
                        year indicated
                        and were paid in the following year.
  -
                  5 -
 
 (2)
                        The
                            value of certain personal benefits is not included since
                            the aggregate
                            amount of such compensation did not exceed the lesser
                            of either $50,000 or
                            10% of the total of annual salary and bonus for such
                            Named Executives.
 (3)
                    The
                        amounts shown for the Named Executives for 2005 represent
                        the fair market
                        value (based on the closing sale price on Nasdaq on the initial
                        grant date
                        of November 8, 2005 of $5.24) of restricted stock awards
                        (80,000 shares
                        for Mr. Luis and 55,000 shares for each of Messrs. Barnhart,
                        Odom and
                        Smith) granted as long-term incentives pursuant to the Company’s 2005
                        Equity Compensation Plan. The restricted stock awards vest
                        in three equal
                        annual installments beginning one year after the date of
                        grant so long as
                        the executive has not voluntarily terminated employment or
                        been terminated
                        for cause. The grants made in November 2005 were made subject
                        to
                        shareholder approval of the 2005 Equity Compensation Plan
                        at the 2005
                        annual meeting, which was held on December 13, 2005 (on which
                        date the
                        closing price of a share of the Company’s Common Stock was $4.34). At
                        December 31, 2005, the value of the restricted stock granted
                        to the Named
                        Executives (based on the closing sale price of the Common
                        Stock on
                        December 30, 2005, the last trading day of 2005, of $3.86)
                        was $308,800
                        for Mr. Luis and $212,300 for each of Messrs. Barnhart, Odom
                        and
                        Smith.
 
 (4)
                    Mr.
                        Luis deferred approximately $35,000 of his base salary until
                        2004,
                        contingent upon the closing of the March 2004 Financing.
 
 (5)
                    Represents
                        the dollar value of automobile lease payments paid by or
                        on behalf of the
                        Company for the benefit of the Named
                        Executive.
 
 (6)
                    Mr.
                        Odom deferred approximately $15,000 of his base salary until
                        2004,
                        contingent upon the closing of the March 2004 Financing.
 
 (7)
                    Mr.
                        Smith was appointed an officer of the Company in March
                        2005.
 
 (8)
                    One
                        half of such bonus amount was paid during
                        2005.


**Option
      Grants in 2005**




No
      stock
      options grants were made to Named Executives during 2005.




**Equity
      Compensation Plans**




The
      following table provides certain information as of December 31, 2005 with
      respect to each of our equity compensation plans:




**Plan
                Category**
            
            
            **Number
                of Securities to be Issued Upon Exercise of Outstanding Options,
                Warrants
                and Rights**
              **(a)**
            
            
            **Weighted-Average
                Exercise Price of Outstanding Options, Warrants and
                Rights**
              **(b)**
            
            
            **Number
                of Securities Remaining Available for Future Issuance Under Equity
                Compensation Plans (Excluding Securities Reflected in Column
                (a))**Equity
                compensation plans approved by security holders (1)
            
            
            336,428
            
            $
            46.14
            
            
            155,000Equity
                compensation plans not approved by security holders
            
            
            --
            
            
            --
            
            
            --Total
                (2)
            
            
            336,428
            
            $
            46.14
            
            
            155,000




-
          6 -









(1)
            Equity
                compensation plans approved by security holders are the GoAmerica,
                Inc.
                1999 Stock Plan (successor to the 1999 GoAmerica Communications Corp.
                Stock Option Plan) and the GoAmerica, Inc. 2005 Equity Compensation
                Plan.





(2)
            Excludes
                warrants to purchase 12,500 shares at $36.80 per share, issued in
                connection with a creditor settlement in 2003. Also excludes warrants
                exercisable at $0.15 per share granted in connection with the March
                2004
                Financing. No shareholder vote was required with such
                issuances.




On
      December 13, 2005, we adopted the GoAmerica, Inc. 2005 Equity Compensation
      Plan
      (the “2005 Plan”). The 2005 Plan permits the grant of stock options, stock
      purchase rights and restricted and unrestricted stock awards to our officers,
      employees, directors and consultants by a committee of our Board of Directors,
      which committee shall determine prices, vesting schedules and duration of any
      grant of incentive and non-qualified stock options and stock purchase rights
      and
      vesting schedules of restricted and unrestricted stock awards. Subject to
      customary adjustments for stock splits, stock dividends or similar transactions,
      the aggregate number of shares of common stock available for issuance under
      the
      2005 Plan is initially 400,000.




On
      August
      3, 1999, we adopted the GoAmerica Communications Corp. 1999 Stock Option Plan.
      This plan provided for the granting of options to purchase shares of common
      stock. In December 1999, our Board of Directors adopted the GoAmerica, Inc.
      1999
      Stock Plan as a successor plan to the GoAmerica Communications Corp. 1999 Stock
      Option Plan (collectively, the “1999 Plan”), pursuant to which 27,779 shares
      remained available. Upon adoption of the 2005 Plan, no further options will
      be
      granted under the 1999 Plan. Stock options granted under the 1999 Plan generally
      vested over 4 years and expire after 10 years. On December 29, 2005, we
      accelerated the vesting of 31,518 unvested,
      outstanding stock options that had an exercise price above the then current
      market price of our common stock.




**Aggregated
      Option Exercises in 2005 and Year-End Option Values**




No
      stock
      options were exercised byt the Named Executives during 2005. The
      following table presents information concerning the number of stock options
      held
      by the Named Executives at December 31, 2005.  None of the Named Executives
      owned any stock options with an exercise price below $3.87, the closing sale
      price of one share of the Company's Common Stock on December 31,
      2005.





****Number
                of Shares Underlying Unexercised**Options at Fiscal
                Year-end (#)****Name**
            
            **Exercisable**
            **Unexercisable**Daniel
                R. Luis
            
            16,433
            --Donald
                Barnhart
            
            5,405
            --Jesse
                Odom
            
            10,299
            --Wayne
                D. Smith
            
            4,514
            --





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          7 -


**Compensation
      of Directors**




Non-employee
      (or "independent") directors serving on our Board of Directors receive quarterly
      compensation of $5,000 in cash and per meeting fees of $1,250 for each in person
      Board meeting attended, and $750 for each telephonic Board meeting attended.
      Each Committee member is entitled to receive $500 for each Board Committee
      meeting attended, except when such Committee meeting is contiguous to a full
      Board meeting, in which case no additional Committee attendance fee is payable.
      The Chairman receives an additional $2,500 in cash per quarter and each
      Committee Chairman receives an additional $1,500 in cash per quarter. Continuing
      Board members have the right to receive an option grant of 7,500 shares (of
      the
      Company’s Common Stock) and each new Board member has the right to receive an
      initial option grant of 10,000 shares. In each case such options were granted
      with an exercise price equal to the fair market value of the Company’s Common
      Stock on the date of grant, with approximately twenty five percent vesting
      immediately and the balance generally vesting ratably during the three years
      following the date of grant. The annual stock option grants to continuing
      directors in 2004 and 2005 were deferred, subject to the Company’s engagement in
      2005 of an independent compensation consultant to, among other things, survey
      and recommend a new compensation plan for the Board of Directors for 2004 and
      thereafter. Such consultant’s recommendation was adopted by the Board of
      Directors and is reflected above except that the Board may decide to grant
      a
      lesser number of restricted
      shares of the Company’s Common Stock in lieu of stock option grants for services
      during and since 2004, consistent with the consultants' recommendations. Each
      director will be reimbursed by the Company for his or her reasonable expenses
      incurred in connection with his or her participation in our Board
      meetings.




Mr.
      Dobrinsky is a party to an agreement with the Company, effective as of May
      6,
      2002 and amended as of March 10, 2004, under which he now serves as the
      Company’s Chairman of the Board, receiving director compensation equal to the
      Company’s independent directors but receiving no salary. Mr. Korb is party to an
      agreement with the Company, dated as of March 10, 2004, under which he receives
      director compensation equal to the Company’s independent directors but receives
      no salary. Mr. Luis is a party to an amended and restated agreement with the
      Company, effective as of November 8, 2005, under which he now serves as our
      Chief Executive Officer at an initial base salary of $200,000. Mr. Barnhart
      is a
      party to an amended and restated agreement with the Company, effective as of
      November 8, 2005, under which he serves as the Company’s Chief Financial Officer
      at an initial base salary of $165,000. Mr. Odom is a party to an amended and
      restated agreement with the Company, effective as of November 8, 2005, under
      which he serves as the Company’s Chief Technology Officer at an initial base
      salary of $165,000. Mr. Smith is a party to an agreement with the Company,
      dated
      as of November 8, 2005, under which he serves as the Company’s Executive Vice
      President, General Counsel and Secretary at an initial salary of $165,000.
      The
      Compensation Committee may award any or all of the Named Executives additional
      bonus payments or option grants in its discretion. The current term of each
      agreement with the four Named Executives is for two years; each such agreement
      provides for an annual salary review and a specified increase in base salary as
      of the
      end of the Company’s first fiscal quarter in 2006 or thereafter for which the
      Company reports (or would have been able to report but for extraordinary charges
      that are not expected to recur) EBIDTA profitability as determined by the
      Company’s independent auditors. In the
      event any of Messrs. Dobrinsky, Luis, Barnhart, Odom or Smith is terminated
      without cause, resigns for good reason or, in the case of each of Mr. Dobrinsky
      and Mr. Luis, is not reelected to the Company’s Board of Directors, he shall be
      entitled to receive enhanced severance; specifically, in the case of the four
      Named Executives, an amount equal to one year’s base salary. In the event of
      non-renewal of an agreement with a Named Executive, the Named Executive shall
      be
      entitled to receive an amount equal to six months of base salary. Mr. Dobrinsky
      receives up to $800 per month in automobile allowances and will be reimbursed
      for additional automobile expenses incurred in connection with his duties.
      Each
      of Messrs. Luis, Odom, Barnhart and Smith also receive up to $500 per month
      in
      automobile allowances and will be reimbursed for additional automobile expenses
      incurred in connection with their duties. In addition, Mr. Dobrinsky is eligible
      to be a beneficiary of a term life insurance policy in his name, in the face
      amount of up to $1.0 million, for which the Company would pay the premiums.
      Each
      employment agreement also contains certain invention assignment and
      confidentiality provisions and also requires that the Company maintain standard
      directors and officers insurance of no less than $10 million.




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          8 -


The
      Company requires all employees to sign an agreement pursuant to which they
      agree
      to maintain the confidentiality of our proprietary information, to assign any
      inventions to us, and to agree not to solicit our customers, suppliers or
      employees away from us.




**Compensation
      Committee Interlocks and Insider Participation**




The
      Compensation Committee currently consists of Messrs. Docter (Chairman), Kristoff
      and Lee. None of these individuals are or were at any time officers or employees
      of the Company. No executive officer of the Company has served as a director
      or
      member of the Compensation Committee (or other committee serving an equivalent
      purpose) of any other entity, one of whose executive officers served as a
      director or member of the Compensation Committee of the Company.





No
      interlocking relationship exists between our Board of Directors or Compensation
      Committee and the board of directors or compensation committee of any other
      company.




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          9 -


**Item
      12. Security Ownership of Certain Beneficial Owners and
      Management.**




**Common
      Stock**




The
      following table sets forth certain information, as of March 24, 2006, with
      respect to holdings of the Company's Common Stock by each of the Company's
      directors and Named Executives, and all directors and officers as a group.
      Unless otherwise indicated, the address for the individuals below is that of
      the
      Company: GoAmerica, Inc., 433 Hackensack Avenue, Hackensack, New Jersey 07601.
      The Company does not believe that any person beneficially owns more than 5%
      of
      the total number of shares of Common Stock outstanding as of such date, based
      on
      currently available Schedules 13D and 13G filed with the SEC.




**Name
                and Address of Beneficial Owner**
            **Amount
                and Nature of****Beneficial
                Ownership**(1)
            **Percent**
              ******of
                Class**(2)Directors
                and Named Executives:Donald
                Barnhart
            60,755(3)
            2.6%Aaron
                Dobrinsky
            44,393(4)
            1.9%Alan
                Docter
            5,650(5)
            *Joseph
                Korb
            13,162(6)
            *Mark
                Kristoff
            65,05****(7)
            *****King
                Lee
            4,258(8)
            *****Daniel
                R. Luis
            96,721(9)
            4.1%David
                Lyons
            5,000(10)
            *****Jesse
                Odom
            65,299(11)
            2.8%Wayne
                D. Smith
            59,639(12)
            2.6%All
                directors and executive officers as agroup
                (10 persons)
            362,002(13)
            15.5%





*  Less
      than
      one percent.




(1)
            Except
                as set forth in the footnotes to this table and subject to applicable
                community property law, the persons named in the table have sole
                voting
                and investment power with respect to all shares of Common Stock shown
                as
                beneficially owned by such
                stockholder.




(2)
            Applicable
                percentage of ownership is based on an aggregate of 2,338,451 shares
                of
                Common Stock outstanding on March 24, 2006, plus any stock options
                and
                warrants held by each such holder which are exercisable as of March
                24,
                2006 or become exercisable within 60 days after such
                date.




(3)
            Includes
                approximately 3,300 shares of Common Stock underlying options which
                are
                exercisable as of March 24, 2006 or become exercisable within 60
                days
                after such date and 55,000 shares subject to a restricted stock
                grant.




(4)
            Includes
                5 shares held for the benefit of Mr. Dobrinsky's minor children.
                Mr.
                Dobrinsky has voting and dispositive power with respect to such shares.
                Also includes 8,065 shares of Common Stock underlying options which
                are
                exercisable as of March 24, 2006 or within 60 days after such date..




(5)
            Represents
                shares of Common Stock underlying options which are exercisable as
                of
                March 24, 2006 or become exercisable within 60 days after such
                date.




(6)
            Includes
                6,828 shares of Common Stock underlying options which are exercisable
                as
                of March 24, 2006 or become exercisable within 60 days after such
                date.




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          10 -




(7)
            Includes
                5,650 shares of Common Stock underlying options which are exercisable
                as
                of March 24, 2006 or become exercisable within 60 days after such
                date.




(8)
            Includes
                4,258 shares of Common Stock underlying options which are exercisable
                as
                of March 24, 2006 or within 60 days after such date. Also includes
                584
                shares held by the Lee Living Trust, of which Mr. Lee is a co-trustee,
                but
                not a beneficiary. Also includes 37 shares of Common Stock underlying
                warrants which are immediately exercisable held by the Lee Living
                Trust.




(9)
            Includes
                16,433 shares of Common Stock underlying options which are exercisable
                as
                of March 24, 2006 or become exercisable within 60 days after such
                date and
                80,000 shares subject to a restricted stock
                grant.




(10)
            Represents
                approximate number of shares of Common Stock underlying options which
                are
                exercisable as of March 24, 2006 or within 60 days after such date.




(11)
            Includes
                10,299 shares of Common Stock underlying options which are exercisable
                as
                of March 24, 2006 or become exercisable within 60 days after such
                date and
                55,000 shares subject to a restricted stock
                grant.  (12)
            Includes
                4,514 shares of Common Stock underlying options which are exercisable
                as
                of March 24, 2006 or become exercisable within 60 days after such
                date and
                55,000 shares subject to a restricted stock
                grant.  (13)
            Includes an aggregate of 69,997 shares
              of
              Common Stock underlying options which are exercisable as of March 24,
              2006
              or become exercisable within 60 days after such date and an aggregate
              of
              245,000 shares subject to restricted stock
              grants.




**Item
      13. Certain Relationships and Related Transactions.**




There
      have been no transactions involving any of Messrs. Docter, Kristoff or Lee
      or
      any other insiders to be disclosed since January 1, 2005 under the heading
      “Compensation Committee Interlocks and Insider Participation” or otherwise. The
      Company entered into a services agreement with David Lyons as of January 1,
      2005
      to provide certain consulting services for up to six months; Mr. Lyons did
      not
      receive compensation in excess of $60,000 in the aggregate during 2005 under
      such agreement.




**Item
      14. Principal Accounting Fees and Services**




In
      accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the
      Audit
      Committee's charter, all audit and audit-related work and all non-audit work
      performed by the Company’s independent accountants, WithumSmith+Brown P.C.
      (“WithumSmith”), is approved in advance by the Audit Committee, including the
      proposed fees for such work. The Audit Committee is informed of each service
      actually rendered.




*Audit
      Fees.* Audit
      fees billed or expected to be billed to the Company by WithumSmith for the
      audit
      of the financial statements included in the Company’s Annual Reports on Form 10-K,
      and reviews of the financial statements included in the Company’s Quarterly
      Reports on Form 10-Q, for the years ended December 31, 2005 and 2004 totaled
      approximately $132,000 and $94,000, respectively.




*Audit-Related
      Fees.* The
      Company was billed  approximately $22,000 and  $10,000 by WithumSmith for assurance and related services rendered by
      WithumSmith during the fiscal years ended December 31, 2005 and 2004,
      respectively, that are not reported under the immediately preceding
      paragraph.




*Tax
      Fees.* The
      Company was billed  $0 and approximately $2,000 by WithumSmith for tax
      services, principally advice regarding the preparation of income tax returns,
      during the fiscal years ended December 31, 2005 and 2004,
      respectively.




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          11 -


*All
      Other Fees.* The
      Company was billed $0 and $0 by WithumSmith for the fiscal years ended December
      31, 2005 and 2004 for permitted non-audit services.




*Other
      Matters.* The
      Audit Committee of the Board of Directors has considered whether the provision
      of the Audited-Related Fees, Tax Fees and All Other Fees are compatible with
      maintaining the independence of the Company’s principal accountant.




Applicable
      law and regulations provide an exemption that permits certain services to be
      provided by the Company’s outside auditors even if they are not pre-approved.
      The Company has not relied on this exemption at any time since the
      Sarbanes-Oxley Act was enacted.





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          12 -




**PART
      IV**




**Item
                15.**
            **Exhibits
                and Financial Statements.**




(a)(3)
      Exhibits.





31.1
            Certification
                of the Chief Executive Officer as required by Rule 13a-14(a), as
                adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.





31.2
            Certification
                of Chief Financial Officer as required by Rule 13a-14(a), as adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.


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          13 -


**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 No. 1 to the
      Registrant’s Annual Report on Form 10-K to be signed on its behalf by the
      undersigned, thereunto duly authorized this 1st day of May, 2006.




GOAMERICA,
              INC.By:
            /s/ Daniel
              R.
              LuisDaniel
              R. LuisChief
                Executive Officer


By:
            /s/ Donald
              G.
              BarnhartDonald
              G. BarnhartChief
                Financial Officer






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          14 -


**EXHIBIT
      INDEX**





31.1
            Certification
                of the Chief Executive Officer as required by Rule 13a-14(a), as
                adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.





31.2
            Certification
                of Chief Financial Officer as required by Rule 13a-14(a), as adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.





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