SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-K/A

                               ------------------

                                (AMENDMENT NO. 2)

                 (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)

|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:

    Title of each class               Name of Each Exchange on Which Registered
    -------------------               -----------------------------------------

None
-----------------------               -----------------------------------------

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $0.01 par value
-------------------------------------------------------------------------------
                                (Title of Class)


<PAGE>


      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 31, 2004:

          Class                                             Number of Shares
          -----                                             ----------------
Common Stock, $0.01 par value                                  161,332,108


<PAGE>


                                EXPLANATORY NOTE

This  Amendment  No. 2 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 10, 2004 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 and 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,  2003 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. 2  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 10,  2004  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

<TABLE>
<CAPTION>
           Item                                                                            Page
           ----                                                                            ----
<S>                 <C>                                                                    <C>
PART III    10.     Directors and Executive Officers of the Registrant.....................  3
            11.     Executive Compensation.................................................  8
            12.     Security Ownership of Certain Beneficial Owners and Management......... 15

            13.     Certain Relationships and Related Transactions......................... 16
            14.     Principal Accountant Fees and Services................................. 16

PART IV     15.     Exhibits, Financial Statement Schedules, and Reports on Form 8-K....... 18

SIGNATURES................................................................................. 19

EXHIBIT INDEX.............................................................................. 20
</TABLE>


                                       2
<PAGE>


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS.

BOARD OF DIRECTORS

      We currently have six 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
2004 Annual Meeting of Stockholders; Class B, whose term will expire at the 2005
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 director is Daniel Luis,  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:

<TABLE>
<CAPTION>
                                                                SERVED AS A              POSITIONS WITH
   NAME                                           AGE         DIRECTOR SINCE             THE COMPANY
   ----                                           ---         --------------             -----------
<S>                                                <C>             <C>                   <C>
   Aaron Dobrinsky......................           40              1996                  Chairman of the Board
   Daniel Luis..........................           37              2003                  Chief Executive Officer
                                                                                         and Director

   Alan Docter..........................           60              1996                  Director
   Joseph Korb..........................           52              1996                  Director
   Mark Kristoff........................           42              1998                  Director
   King Lee.............................           63              2003                  Director
</TABLE>


      Aaron  Dobrinsky  founded  GoAmerica in 1996 and served as our Chairman of
the Board and Chief  Executive  Officer from our inception in 1996 until January
2003,  when  he  was  appointed  Executive  Chairman.  Upon  completion  of  the
Financing,  Mr. Dobrinsky ceased serving as an executive  officer of the Company
and was named Chairman.  Mr. Dobrinsky was named Chief Executive  Officer of Arc
Communications,   Inc.  (a  publicly  traded,   interactive  multimedia  program
developer which, upon completion of its pending merger with RoomLinX, Inc., will
be a  provider  of  wireless  high-speed  Internet  network  solutions  for  the
hospitality industry) in April 2004.


<PAGE>


      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 Corp., 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. In May 2002,  Mr. Korb was appointed as our
Executive Vice Chairman, Strategy and Strategic Alliances. He also served as our
President from November 2000 until May 2002.  Upon  completion of the Financing,
he remained a director  while  ceasing to serve as an  executive  officer of the
Company.  Mr. Korb currently  serves as a board member and Vice President of the
Portable   Computing  and   Communications   Association,   an  industry   trade
association.

      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 Chief Executive Officer of Bravanta, Inc. 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 ten 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.

Committees and Meetings of the Board

      The Board of Directors held 16 meetings  during 2003.  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.


<PAGE>


      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  administers  the terms of  outstanding
options.  The Compensation  Committee is currently comprised of Messrs.  Docter,
Kristoff  and  Lee,  with Mr.  Docter  serving  as  Chairman.  The  Compensation
Committee held two meetings during 2003.

      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 2003. 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.  Mr. Lee has
also been  determined to be  "independent"  within the meaning of SEC and Nasdaq
regulations

      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. Dobrinsky, Docter and Kristoff.

EXECUTIVE OFFICERS

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

<TABLE>
<CAPTION>
                                                                CAPACITIES IN                        IN CURRENT
NAME                                        AGE                 WHICH SERVING                      POSITION SINCE
----                                        ---                 -------------                      --------------
<S>                                          <C>                                                      <C>
Daniel R. Luis.......................        37     Chief Executive Officer                           2003
Donald G. Barnhart (1)...............        46     Vice President, Chief Financial Officer           2004
Jesse Odom (2).......................        38     Chief Technology Officer                          2000
</TABLE>


(1)    Donald  Barnhart  joined  GoAmerica in 1999 and became its Vice President
       and  Controller in 2000. He was appointed  Chief  Financial  Officer upon
       completion of the Financing.  Prior to joining  GoAmerica,  Mr.  Barnhart
       held various finance positions with Bogen Communications 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.
       Prior to joining GoAmerica,  Mr. Odom served as Vice President of Network
       Engineering at American International Ore Corporation from 1991 to 1996.


<PAGE>


      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 2003.

CODE OF ETHICS

      GoAmerica has  implemented a code of ethics  applicable to its  directors,
executive  officers  and other  senior  financial  personnel.  The Company  will
furnish  (free of  charge)  a copy of this  code of  ethics  to any  person  who
requests a copy either by calling  Investor  Relations  at (201)  996-1717 or by
submitting a written  request to Investor  Relations  at  GoAmerica,  Inc.,  433
Hackensack Avenue, Hackensack, New Jersey 07601.


<PAGE>


ITEM 11. EXECUTIVE COMPENSATION.

SUMMARY OF COMPENSATION IN 2003, 2002 AND 2001

      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 2003,  regardless of compensation level, and each other executive officer
of the Company whose aggregate cash compensation in 2003  approximated  $100,000
or more at the end of 2003 (collectively, the "Named Executives"), for the years
ended December 31, 2003, 2002 and 2001.

         SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
------------------------------------- ----------- ----------------------------------------- ---------------- ---------------
                                                                                               LONG-TERM
                                                            ANNUAL COMPENSATION               COMPENSATION
                                                                                                AWARDS
                                                  ----------------------------------------- ---------------- ---------------
    NAME AND PRINCIPAL POSITION          YEAR        SALARY       BONUS(1)    OTHER ANNUAL    SECURITIES       ALL OTHER
                                                                             COMPEN-SATION    UNDERLYING
                                                                                  (6)           OPTIONS      COMPEN-SATION
                                                      ($)           ($)           ($)             (#)             ($)
------------------------------------- ----------- ------------- ------------ -------------- ---------------- ---------------
<S>                                      <C>         <C>         <C>            <C>             <C>              <C>
Aaron Dobrinsky...............           2003         98,253(2)  --                  --               --         3,900(3)
  Executive Chairman of the Board;       2002        225,000     --                  --          306,251         3,900(3)
  former Chief Executive Officer         2001        225,000     --(4)               --          236,037(4)      3,333(3)
  (until January 2003)

Joseph Korb...................           2003         98,603(5)  --                  --               --         3,834(3)
  Executive Vice Chairman, Strategy      2002        225,000     --                  --          306,250         3,834(3)
  and Strategic Alliances; former        2001        225,000     78,679(6)           --               --         4,036(3)
  President (until May 2002)

Daniel R. Luis................           2003        179,706(7)  --                  --               --         3,351(3)
  Chief Executive Officer since          2002        214,571     --                  --          641,251         3,351(3)
  January 2003; former President         2001        174,134     --                  --               --            --
  and Chief Operating Officer (from
  May 2002 to January 2003)

Francis J. Elenio (8).........           2003        115,275(8)  --                  --               --         2,900(3)
  Chief Financial Officer,               2002        185,296     --                  --          250,350         3,513(3)
  Treasurer and Secretary                2001        180,000     10,000(9)           --          120,000(9)         --

Donald G. Barnhart............           2003        154,884     --                  --               --            --
  Chief Financial Officer                2002        120,865     --                  --          101,250            --
  Since March 2004;                      2001        109,172     12,500(13)          --           17,500(13)        --
  Principal Financial Officer
  (from September 2003 to March 2004)

Jesse Odom....................           2003        164,613(10) --                  --               --         3,351(3)
  Chief Technology Officer               2002        185,296     --                  --          250,350         7,235(3)
                                         2001        180,000     40,000(11)     190,625(12)       30,000(11)     5,980(3)
</TABLE>

(1)   Except as  otherwise  indicated,  the bonus awards were earned in the year
      indicated and were paid in the following year.

(2)   Mr. Dobrinsky ceased receiving his base salary effective June 23, 2003.


<PAGE>


(3)   Represents  the dollar value of  automobile  lease  payments paid by or on
      behalf of the Company for the benefit of the executive.

(4)   Mr.  Dobrinsky's  2001 fiscal year bonus  consisted of options to purchase
      236,037  shares of Common Stock having an  above-market  exercise price of
      $1.89 on the date of grant in 2002.

(5)   Mr. Korb ceased receiving his base salary effective June 23, 2003.

(6)   Such bonus amount was paid during 2001.

(7)   Mr. Luis deferred approximately $35,000 of his base salary until 2004.

(8)   Mr. Elenio  resigned as Chief Financial  Officer of the Company  effective
      August 15, 2003.

(9)   Mr.  Elenio's 2001 fiscal year bonus consisted of $10,000 cash and options
      to purchase  120,000  shares of Common Stock having a fair market value of
      $1.89 per share on the date of grant in 2002.

(10)  Mr. Odom deferred approximately $15,000 of his base salary until 2004.

(11)  Mr. Odom's 2001 fiscal year bonus consisted of $40,000 cash and options to
      purchase 30,000 shares of Common Stock having a fair market value of $1.89
      per share on the date of grant in 2002.

(12)  Represents the dollar value of the  difference  between the exercise price
      ($1.0625) of options to purchase  50,000  shares of the  Company's  Common
      Stock  and the  fair  market  value  ($4.88)  of the  Common  Stock on the
      exercise date.

(13)  Mr.  Barnhart's  2001  fiscal  year bonus  consisted  of $12,500  cash and
      options to  purchase  7,500  shares of common  stock  having a fair market
      value of $1.89 per share on the date of grant in 2002.

OPTION GRANTS IN 2003

There were no stock options granted to Named Executives during 2003.


<PAGE>


EQUITY COMPENSATION PLANS

         The following  table  provides  certain  information as of December 31,
2003 with respect to each of our equity compensation plans:

<TABLE>
<CAPTION>
--------------------------- ---------------------------- -------------------------- --------------------------------
                                                                                           NUMBER OF SECURITIES
                                                                                         REMAINING AVAILABLE FOR
                            NUMBER OF SECURITIES TO BE      WEIGHTED-AVERAGE              FUTURE ISSUANCE UNDER
                              ISSUED UPON EXERCISE OF      EXERCISE PRICE OF            EQUITY COMPENSATION PLANS
                               OUTSTANDING OPTIONS,       OUTSTANDING OPTIONS,            (EXCLUDING SECURITIES
                                WARRANTS AND RIGHTS       WARRANTS AND RIGHTS            REFLECTED IN COLUMN (A))
      PLAN CATEGORY                     (A)                       (B)                              (C)
--------------------------- ---------------------------- -------------------------- --------------------------------
<S>                                   <C>                          <C>                          <C>
Equity compensation plans
approved by security
holders                               6,156,400                    $1.32                        4,659,789

Equity compensation plans
not approved by security
holders                                      --                       --                               --

Total (1)                             6,156,400                    $1.32                        4,659,789
</TABLE>


(1)   Excludes warrants to purchase 500,00 shares at $16.00 per share, issued in
      connection with strategic alliances. Also excludes warrants exercisable at
      $0.15 per share granted in connection  with the Financing.  No shareholder
      vote was required  with respect to the $16.00  warrants or with respect to
      certain of the $0.15 warrants

      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.  No further  options will be granted under the GoAmerica
Communications Corp. 1999 Stock Option Plan.

      In December 1999, our Board of Directors adopted the GoAmerica,  Inc. 1999
Stock Plan (the  "Plan") as a  successor  plan to the  GoAmerica  Communications
Corp. 1999 Stock Option Plan,  pursuant to which 4,800,000  additional shares of
our  common  stock  have been  reserved  for  issuance  to  selected  employees,
non-employee  directors and consultants.  In May 2001, our shareholders approved
an  increase  in the  maximum  number  of  shares  issuable  under the Plan from
4,800,000 to 10,624,743 shares.

      Under the terms of the Plan,  a committee  of our Board of  Directors  may
grant  options to  purchase  shares of our  common  stock to our  employees  and
consultants  at such  prices as may be  determined  by the  committee.  The Plan
provides  for  award  grants  in  the  form  of  incentive   stock  options  and
non-qualified stock options.  Options granted under the Plan generally vest over
4 years and expire after 10 years.


<PAGE>


AGGREGATED OPTION EXERCISES IN 2003 AND YEAR-END OPTION VALUES


      The following  table  presents  information  regarding the number of stock
options  held by the Named  Executives  at  December  31,  2003 and the value of
in-the-money  stock  options  held by such  persons at December  31,  2003.  The
calculation of the value of unexercised  options is based upon a market price of
$0.37  per  share,  representing  the  closing  sale  price of one  share of the
Company's  common stock on December  31,  2003.  Frank Elenio was the only Named
Officer who exercised  stock options during 2003. Mr. Elenio  exercised  options
covering  250,350 shares of the Company's  Common Stock. The value realized with
respect to such  option  exercise  (the  aggregate  number of options  exercised
multiplied  by the  difference  between the market price on the date of exercise
and the exercise price) was approximately $45,000.

<TABLE>
<CAPTION>
                       NUMBER OF SHARES UNDERLYING UNEXERCISED         VALUE OF UNEXERCISED IN-THE-MONEY
                            OPTIONS AT FISCAL YEAR-END (#)              OPTIONS AT FISCAL YEAR-END ($)
                    ----------------------------------------------- ----------------------------------------
NAME                    EXERCISABLE           UNEXERCISABLE            EXERCISABLE        UNEXERCISABLE
----                    -----------           -------------            -----------        -------------
<S>                         <C>                 <C>                       <C>               <C>
Aaron Dobrinsky             397,359             197,861                   147,023           73,209
Joseph Korb                 427,069             119,182                   148,015          44,097
Daniel R. Luis              694,601             276,682                   257,002          102,376
Donald Barnhart (1)         109,211              49,539                    16,043          14,120
Jesse Odom                  442,922             107,428                   163,881          39,748
Francis  J. Elenio          352,500              60,000
</TABLE>


(1)   Mr.  Barnhart  was  elected  as Chief  Financial  Officer  of the  Company
      effective March 10, 2004.

COMPENSATION OF DIRECTORS

      Historically,  non-employee (or  "independent")  directors  serving on our
Board of Directors  received  annual  compensation  of $20,000 either in cash or
Company securities  equivalents.  In addition,  each independent director,  upon
initial  election to the Board of Directors prior to 2003,  received  options to
purchase up to 64,000  shares of the Company's  Common  Stock.  In January 2003,
Messrs.  Docter and Kristoff each  received  $15,000 as  compensation  for 2002.
Additionally,  in  January  2003,  the  Board of  Directors  voted to amend  the
compensation   of  the  Board  of  Directors  for  2003.   Under  such  changes,
non-employee directors serving on our Board of Directors are entitled to receive
a $5,000 per quarter  retainer and per meeting fees of $1,000 for each in person
Board meeting  attended,  and $500 for each telephonic  Board meeting  attended.
Each  committee  member is  entitled  to receive  $500 for each Board  Committee
meeting attended. Additionally, each independent director received 300,000 stock
options in 2003 (and upon a new  director's  election  to the Board) and will be
entitled to receive 75,000 stock options annually each subsequent year that each
such  director  remains on the Board.  All future  option  grants  shall have an
exercise  price equal to the fair market value of the Company's  Common Stock on
the date of grant and generally  shall vest at a rate of one-third per year from
the date of grant.  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. In July 2003, all three of the independent directors elected
to defer  receipt  of all  fees  for the  balance  of the  year  and  until  the
completion of the Financing.


<PAGE>


      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.  The  Compensation
Committee approved a decrease in Mr.  Dobrinsky's base salary;  from $225,000 to
$200,000 effective January 20, 2003. Mr. Dobrinsky  voluntarily reduced his base
salary to $100,000 as of May 16, 2003,  and on June 15, 2003,  the  Compensation
Committee  approved a decrease in Mr.  Dobrinsky's  base salary to $0  effective
June 23, 2003. Mr. Korb was a party to an agreement with the Company,  effective
as of May 6,  2002,  under  which  he  most  recently  served  as the  Company's
Executive  Vice  Chairman,  Strategy and Strategic  Alliances at an initial base
salary of $225,000.  Mr. Korb's employment  agreement was terminated as of March
10, 2004 upon  completion  of the  Financing,  with the Company  agreeing to use
commercially reasonable efforts to nominate him for re-election to the Company's
Board of  Directors  at the 2004  Annual  Meeting.  The  Compensation  Committee
approved a decrease in Mr. Korb's base salary to $200,000  effective January 20,
2003.  Mr.  Korb  voluntarily  reduced his base salary to $100,000 as of May 16,
2003, and on June 15, 2003, the  Compensation  Committee  approved a decrease in
Mr.  Korb's base salary to $0 effective  June 23, 2003.  Mr. Korb shall  receive
director compensation equal to the Company's independent directors.  Mr. Luis is
a party to an  agreement  with the  Company,  effective  as of May 6, 2002 under
which he now serves as our Chief Executive  Officer at an initial base salary of
$225,000,  subject to annual adjustment.  On December 16, 2002, the Compensation
Committee  approved a decrease in Mr.  Luis' base  salary to $200,000  effective
January 20, 2003.  Mr. Luis elected to defer  approximately  $35,000 of his 2003
salary until  completion of the  Financing.  Mr. Odom is a party to an agreement
with the  Company,  effective  as of May 6,  2002  under  which he serves as the
Company's Chief  Technology  Officer at an initial base salary of $180,000.  The
Compensation Committee approved a decrease in Mr. Odom's base salary to $165,000
effective January 20, 2003. Mr. Odom elected to defer  approximately  $15,000 of
his 2003 salary until completion of the Financing.  The  Compensation  Committee
may award any or all of the  above  individuals  additional  bonus  payments  or
option grants in its discretion. Mr. Elenio was a party to an agreement with the
Company,  effective  as of May 6, 2002,  under which he served as the  Company's
Chief  Financial  Officer,  Treasurer and Secretary at an initial base salary of
$180,000.  The Compensation  Committee  approved a decrease in Mr. Elenio's base
salary to $165,000  effective  January  20, 2003 and  approved a decrease in Mr.
Elenio's base salary to $150,000  effective June 23, 2003.  Mr. Elenio  resigned
from the Company as of August 15, 2003.

      The  initial  term  of  each  such  agreement  was for  three  years.  Mr.
Dobrinsky's  amended employment  agreement does not provide currently for a term
extension  but may renew  for  one-year  periods  thereafter.  The  Compensation
Committee has authorized  amendments to the Company's employment agreements with
Messrs.  Luis and Odom, which have been agreed to in principal and are currently
being prepared;  such amendments will include  extending the terms of employment
through May 2006. The Compensation  Committee also authorized the execution of a
new employment agreement with Mr. Barnhart, which is filed as an exhibit to this
Form 10-K/A.  In the event any of Messrs.  Dobrinsky,  Luis, Odom or Barnhart is
terminated  without  cause,  resigns  for  good  reason  or,  in the case of Mr.
Dobrinsky, is not reelected to the Company's Board of Directors, he is currently
entitled to receive severance in accordance with the Company's  severance policy
for executive officers in effect at the time of termination, calculated at their
respective base salary as of specific dates.  Mr. Dobrinsky will also receive up

<PAGE>


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 and Barnhart  will 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 $10.0 million.

      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.

<PAGE>


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

COMMON STOCK

      The following table sets forth certain information,  as of March 31, 2004,
with respect to holdings of the Company's  Common Stock by (i) each person known
by the Company to beneficially own 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, (ii) each of the  Company's  directors and Named
Executives,  and (iii) 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.

<TABLE>
<CAPTION>
                                                        AMOUNT AND NATURE OF BENEFICIAL         PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER                              OWNERSHIP(1)                  OF CLASS(2)
------------------------------------                              ---------                     --------
<S>                                                               <C>                           <C>
(i)    Certain Beneficial Owners:
Austin W. Marxe and David M. Greenhouse                            20,921,244 (3)                13.8%
153 East 53rd Street, 55th Floor
New York, New York 10022

(ii)   Directors and Named Executives:
Donald Barnhart .......................................               117,815 (4)                  *
Aaron Dobrinsky........................................             3,329,007 (5)                2.1%
Alan Docter............................................               583,622 (6)                  *
Joseph Korb............................................             1,452,145 (7)                  *
Mark Kristoff..........................................               394,770 (8)                  *
King Lee...............................................               212,241 (9)                  *
Daniel R. Luis.........................................               697,601 (10)                 *
Jesse Odom.............................................               442,922 (11)                 *
(iii)    All directors and officers as a
         group  (8 persons)............................             7,230,123 (12)               4.5%
</TABLE>

*      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 161,332,108
      shares of  Common  Stock  outstanding  on March  31,  2004,  plus any then
      exercisable  stock  options and warrants  held by each such  holder,  plus
      options and warrants  which will become  exercisable by such holder within
      60 days after March 31, 2004.

(3)   According to Schedule 13G filed with the SEC on April 7, 2004, as of March
      31,  2004,  number of shares  reported  consists of  20,641,244  shares of
      Common Stock and Warrants to purchase 280,000 shares of Common Stock. This
      amount includes 3,401,677 shares of Common Stock and 46,144 Warrants owned
      by Special  Situations Cayman Fund, L.P.  ("Cayman"),  3,201,457 shares of
      Common  Stock and  43,428  Warrants  owned by Special  Situations  Private
      Equity  Fund,  L.P.  ("SSPE"),  478,876  shares of Common  Stock and 6,496
      Warrants owned by Special Situations Technology Fund, L.P. ("Technology"),
      2,443,923  shares of Common  Stock and  33,152  Warrants  owned by Special
      Situations  Technology Fund II, L.P. ("Tech 2"), and 11,115,311  shares of
      Common Stock and 150,780  Warrants owned by Special  Situations  Fund III,
      L.P. ("SSF3"). Messrs. Marxe and Greenhouse are the controlling principals
      of AWM  Investment  Company,  Inc.  ("AWM"),  the  general  partner of and


<PAGE>


      investment  adviser to Cayman.  AWM also serves as the general  partner of
      MGP Advisers  Limited  Partnership,  the general partner of and investment
      adviser  to SSF3.  Messrs.  Marxe and  Greenhouse  are also  members of MG
      Advisers  L.L.C.,  the general partner of and investment  adviser to SSPE,
      and members of SST Advisers, L.L.C., the general partner of and investment
      adviser to Technology and Tech 2.

(4)   Includes  109,838  shares of Common  Stock  underlying  options  which are
      exercisable as of March 31, 2004 or within 60 days after such date.

(5)   Includes  400  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  397,359  shares of Common  Stock  underlying
      options which are exercisable as of March 31, 2004 or within 60 days after
      such date.

(6)   Includes  254,486  shares of Common  Stock  underlying  options  which are
      exercisable as of March 31, 2004 or within 60 days after such date.

(7)   Includes  427,069shares  of  Common  Stock  underlying  options  which are
      exercisable as of March 31, 2004 or within 60 days after such date.

(8)   Includes  254,486  shares of Common  Stock  underlying  options  which are
      exercisable as of March 31, 2004 or within 60 days after such date.

(9)   Includes  162,486  shares of Common  Stock  underlying  options  which are
      exercisable  as of March 31, 2004 or within 60 days after such date.  Also
      includes  46,755  shares  held  by the  Lee  Living  Trust.  Mr.  Lee is a
      co-trustee, but not a beneficiary,  of the Lee Living Trust. Also includes
      3,000 shares of Common Stock  underlying  warrants  which are  immediately
      exercisable held by the Lee Living Trust.

(10)  Includes  694,601  shares of Common  Stock  underlying  options  which are
      exercisable as of March 31, 2004 or within 60 days after such date.

(11)  Includes  442,922  shares of Common  Stock  underlying  options  which are
      exercisable as of March 31, 2004 or within 60 days after such date.

(12)  Includes  2,746,247 shares of Common Stock underlying options and warrants
      which are  exercisable  as of March 31,  2004 or within 60 days after such
      date.  Excludes Mr.  Elenio's  shares as he ceased serving as an executive
      officer prior to March 31, 2004.

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, 2003 under the heading
"Compensation Committee Interlocks and Insider Participation" or otherwise.

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 +


<PAGE>


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,
2003 and 2002 totaled approximately $75,000 and $55,000 respectively.

      Audit-Related  Fees.  The  Company  was  billed  $10,000  and  $10,707  by
WithumSmith for assurance and related  services  rendered by WithumSmith  during
the fiscal years ended December 31, 2003 and 2002 that are reasonably related to
the performance of the audit or review of the Corporation's financial statements
and are not reported under the immediately preceding paragraph.

      Tax Fees.  The Company was billed an aggregate  of $15,000 by  WithumSmith
and other professionals for each of the fiscal years ended December 31, 2003 and
2002 for tax services,  principally  advice  regarding the preparation of income
tax returns.

      All Other Fees. The Company was billed an aggregate of $7500 and $5,000 by
WithumSmith for the fiscal years ended December 31, 2003 and 2002, respectively,
for permitted non-audit services, principally advice regarding (i) the Company's
Registration Statement on Form S-3 filed on March 10, 2004 immediately after the
filing of the Company's  Annual Report on Form 10-K for the year ended  December
31, 2003, and (ii) the Company's 401(k) plan.

      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.


<PAGE>


                                    PART IV


ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)(3) Exhibits.

10.1  Amendment,  dated as of March 10, 2004  (filed  herewith),  to  Employment
      Agreement by and between GoAmerica and Aaron Dobrinsky, dated as of May 6,
      2002.

10.2  Termination  Agreement,  dated as of March 10, 2004 (filed  herewith),  to
      Employment Agreement by and between GoAmerica and Joseph Korb, dated as of
      May 6, 2002.

10.3  Employment  Agreement,  dated as of March 10, 2004,  between GoAmerica and
      Donald Barnhart (filed herewith)

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.


<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 No. 2 to the
Registrant's  Annual  Report  on Form  10-K to be  signed  on its  behalf by the
undersigned, thereunto duly authorized this 29th day of April, 2004.

                                    GOAMERICA, INC.


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

                                        /s/ Donald G. Barnhart
                                        ------------------------------
                                        Donald G. Barnhart,
                                        Vice President, Chief Financial Officer


<PAGE>


                                  EXHIBIT INDEX

10.1  Amendment,  dated as of March 10, 2004  (filed  herewith),  to  Employment
      Agreement by and between GoAmerica and Aaron Dobrinsky, dated as of May 6,
      2002.

10.2  Termination  Agreement,  dated as of March 10, 2004 (filed  herewith),  to
      Employment Agreement by and between GoAmerica and Joseph Korb, dated as of
      May 6, 2002.

10.3  Employment  Agreement,  dated as of March 10, 2004,  between GoAmerica and
      Donald Barnhart (filed herewith)

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.