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                                                Filed pursuant to Rule 424(b)(3)
                                                      Registration No. 333-69248

PROSPECTUS

                         ANDREA ELECTRONICS CORPORATION
                                11,211,171 SHARES
                                  COMMON STOCK

        This prospectus  relates to 11,211,171  shares of our Common Stock which
may be sold  from  time to time by the  selling  stockholders,  including  their
transferees.  Included  in the  11,211,171  shares are  2,463,058  shares of our
common stock previously covered by an earlier registration statement.

        We will not receive any of the proceeds  from the sale of these  shares,
although we have paid the expenses of preparing this  prospectus and the related
registration statement.

        Our Common  Stock is quoted on the  American  Stock  Exchange  under the
symbol "AND." On September 7, 2001,  the last reported sale price for the Common
Stock on the American Stock Exchange was $0.52 per share.

        Investing in the Common Stock involves a high degree of risk. You should
carefully read the "Risk Factors" section of this prospectus beginning on page 3
of this prospectus.

        Neither the Securities and Exchange  Commission nor any state securities
commission has approved or disapproved  these  securities or determined  whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.


                 The date of this prospectus is October 5, 2001.



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                                TABLE OF CONTENTS


PROSPECTUS SUMMARY.............................................................2
RISK FACTORS...................................................................3
ANDREA ELECTRONICS............................................................12
FORWARD LOOKING STATEMENTS....................................................13
USE OF PROCEEDS...............................................................14
SELLING STOCKHOLDER...........................................................14
DESCRIPTION OF CAPITAL STOCK..................................................16
STOCKHOLDER DILUTION..........................................................26
NEW YORK ANTI-TAKEOVER LAW....................................................27
PLAN OF DISTRIBUTION..........................................................27
LEGAL MATTERS.................................................................29
EXPERTS.......................................................................29
WHERE YOU CAN FIND MORE INFORMATION...........................................29
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.............................30





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                               PROSPECTUS SUMMARY

        This  summary  may  not  contain  all of  the  information  that  may be
important  to you.  You  should  read the  entire  prospectus  before  making an
investment decision. Our financial statements and related notes are not included
in this prospectus,  but are incorporated by reference from the documents listed
under the caption  "Incorporation of Certain Documents by Reference"  located at
the end of this prospectus.

                               ANDREA ELECTRONICS

        Andrea Electronics designs, develops and manufacturers  state-of-the-art
microphone  technologies and equipment for enhancing  speech-based  applications
software and communications that require high performance and high quality voice
input.

        Andrea's   products  and   technologies   optimize  the  performance  of
speech-based applications software and communications in markets such as:

        o      voice communication over the Internet;

        o      speech recognition and dictation to desktop, laptop and hand-held
               computers;

        o      audio/video conferencing;

        o      computer-based automobile monitoring and control systems for use
               by drivers and passengers;

        o      electronic equipment for incorporation into home appliances and
               industrial and commercial office equipment that is activated and
               controlled by voice;

        o      electronic intercom systems for incorporation into military and
               commercial aircraft; and

        o      interactive games where one or more players participate over the
               Internet.

        Our  patented  Active  Noise  Cancellation  microphone  and Active Noise
Reduction earphone technologies help to ensure clear speech in personal computer
and  telephone  headset  applications.   Active  Noise  Cancellation  microphone
technology  uses  electronic  circuits that  distinguish a speaker's  voice from
background  noise in the speaker's  environment  and then cancels the noise from
the signal to be transmitted by the microphone.  Active Noise Reduction earphone
technology uses electronic  circuits that  distinguish the signal coming through
an earphone from background noise in the listener's environment and then reduces
the noise heard by the listener.  Together with our lower-end  noise  cancelling
headset  products,  these  technologies and related products comprise our Andrea
Anti-Noise line of business.

        Our patented and  patent-pending  Andrea Digital Super Directional Array
and Andrea Direction Finding and Tracking Array  technologies  enable the person
speaking to be several  feet from the  microphone,  and frees the  speaker  from
having  to hold the  microphone  (we  refer to this  capability  as  "far-field"
microphone use). Our DSDA and DFTA microphone products convert sound received by
the array of  microphones  in the product  into  digital  signals  that are then
processed to cancel  background  noise from the signal to be transmitted.  These
two  technologies  represent  the core  technologies  within  our  portfolio  of
far-field  technologies.  We are initially  targeting  our far-field  microphone
technologies  at  the  market  for  personal   computers  designed  for  use  in
automobiles,  trucks  and buses to control  sound  systems,  mobile  telephones,
satellite-based  navigation  systems,  and other devices within vehicles.  These
technologies and related products  comprise our Andrea Digital Signal Processing
(DSP) Microphone and Software line of business.

        In May 1998,  we acquired  Lamar  Signal  Processing,  Ltd.,  an Israeli
corporation   engaged  in  the   development   of   scalable,   digital   signal
processing-based directional, noise cancellation microphone technologies,

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which included  primarily DSDA and DFTA.  The  consideration  paid by Andrea for
Lamar was approximately  1,800,000 shares of restricted common stock, $1,000,000
in cash and $2,000,000 in notes  payable.  We recorded the cash at stated value.
We discounted  the value of the notes payable to $1,615,000 to reflect  Andrea's
borrowing  rate as well as the time value of the  payments on the notes,  and we
discounted  the value of the  shares to  $23,129,532  to  reflect,  among  other
things,  trading  restrictions  on the  shares.  We  believe  that the  acquired
technologies,  together with the research  staff at Lamar,  provide  Andrea with
noise filtering capabilities and performance that is superior to other DSP-based
technologies   in   the    marketplace,    and   unattainable   in   traditional
mechanical-based microphone solutions.

        We are  incorporated  under  the laws of the  State of New York and have
been engaged in the electronic  communications  industry since 1934. For several
decades  prior to our entry  into the  voice-activated  computing  market in the
1990's,  our sole  business  was  selling  intercom  systems  for  military  and
industrial use. We refer to this line of business , which continues to represent
a significant portion of Andrea's business, as Aircraft  Communications.  We are
seeking to apply our knowledge of the military and industrial markets to develop
applications of our Andrea DSP Microphone and Software technologies.

        You should read the following  information  about Andrea,  together with
the more detailed  information  about the securities  underlying  this offering,
contained  elsewhere  in this  prospectus.  In  particular,  you should read the
section  entitled "Risk  Factors," which explains that your investment in shares
of our Common Stock involves a high degree of risk.

                                  RISK FACTORS

        AN  INVESTMENT IN OUR COMMON STOCK  INVOLVES A HIGH DEGREE OF RISK.  YOU
SHOULD  CONSIDER  CAREFULLY,  ALONG WITH OTHER FACTORS,  THE FOLLOWING RISKS AND
SHOULD CONSULT WITH YOUR OWN LEGAL, TAX AND FINANCIAL ADVISORS.

BECAUSE OUR OPERATING RESULTS ARE SUBJECT TO SIGNIFICANT FLUCTUATION, PERIOD-TO-
PERIOD  COMPARISONS OF OUR OPERATING  RESULTS MAY NOT  NECESSARILY BE MEANINGFUL
AND YOU SHOULD NOT RELY ON THEM AS INDICATIONS OF OUR FUTURE PERFORMANCE.

        Our  results of  operations  have  historically  been and are subject to
continued  substantial  annual and quarterly  fluctuations.  The causes of these
fluctuations include, among other things:

        o      the volume of sales of our products under our collaborative
               marketing arrangements;

        o      the cost of development of our products under our collaborative
               development arrangements;

        o      the mix of products we sell;

        o      the mix of distribution channels we use;

        o      the timing of our new product releases and those of our
               competitors;

        o      fluctuations in the computer and communications hardware and
               software marketplace; and

        o      general economic conditions.

        We cannot assure that the level of sales and gross profit,  if any, that
we achieve in any particular fiscal period will not be significantly  lower than
in  other  fiscal  periods.  Our  revenues  for the  2001  Second  Quarter  were
approximately  $2.6 million compared to  approximately  $3.2 million in the 2000
Second Quarter. For both the 2001 Second Quarter and 2000 Second Quarter, we had
a net loss attributable to common shareholders of approximately

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$2.5  million.  Our  revenues  for the 2001 First Half were  approximately  $5.2
million compared to  approximately  $6.4 million in the 2000 First Half. For the
2001  First  Half we had a net  loss  attributable  to  common  shareholders  of
approximately  $5.2  million  compared  to a net  loss  attributable  to  common
shareholders  of $5.1  million in the 2000 First  Half.  We have  experienced  a
significant  decline  in headset  unit  shipments,  offset to an  extent,  by an
increase in aircraft  communication  revenues.  In  response,  we are  examining
opportunities   for   cost-reduction,   production   efficiencies   and  further
diversification  of our  business.  But to  remain  competitive,  we  intend  to
continue incurring  substantial research and development,  marketing and general
and  administrative  expenses.  We may not be able to easily and quickly  reduce
these expenses if our sales revenue falls below our expectations and, therefore,
our net income or loss may be  disproportionately  affected by any  reduction in
sales revenue.  Furthermore, our acquisition in 1998 of Lamar Signal Processing,
Ltd. resulted in a substantial  amount of goodwill and other intangible  assets.
The  amortization of these  intangible  assets has, and will continue to have, a
negative,  non-cash  impact on our results of  operations.  As a result of these
factors,  we expect to continue to accumulate losses and the market price of our
Common Stock could decline.

IF WE FAIL TO OBTAIN  ADDITIONAL  CAPITAL,  WE WILL BE REQUIRED TO SIGNIFICANTLY
REDUCE, SELL, OR REFOCUS OUR OPERATIONS AND OUR BUSINESS;  RESULTS OF OPERATIONS
AND FINANCIAL CONDITION COULD BE MATERIALLY AND ADVERSELY AFFECTED.

        From  time to  time  during  the  past  several  years,  we have  raised
additional capital from external sources. We expect to continue to have to raise
additional  capital from external sources.  These sources may include private or
public financings  through the issuance of debt,  convertible debt or equity, or
collaborative arrangements. Andrea has engaged an investment banker to assist it
in seeking  additional  capital and funding.  Additional capital and funding may
not be available on favorable  terms,  if at all.  Additionally,  we may only be
able to obtain additional capital or funds through  arrangements that require us
to relinquish  rights to our products,  technologies  or potential  markets,  in
whole  or in  part,  or  result  in the  sale of  Andrea.  In the  event  we are
unsuccessful  in raising  additional  capital or funding,  our  funding  will be
primarily  reliant  upon  existing  funding  sources  and gross  cash flows from
operations  which are expected to be  insufficient to maintain our operations at
current levels. Additionally, Andrea's funding and capital raising efforts could
trigger change in control payments due to certain  executive  officers of Andrea
under their employment contracts.

SHARES ELIGIBLE FOR FUTURE SALE MAY HAVE AN ADVERSE EFFECT ON MARKET PRICE;  YOU
MAY EXPERIENCE SUBSTANTIAL DILUTION.

        Sales of a  substantial  number  of shares  of our  Common  Stock in the
public market could have the effect of depressing the prevailing market price of
our Common Stock. Of the 70,000,000 shares of Common Stock presently authorized,
15,503,866  were  outstanding  as of  September  7, 2001.  This does not include
5,915,625  shares of our Common Stock  reserved for  issuance  upon  exercise of
outstanding awards granted under our 1991 Performance Equity Plan and 1998 Stock
Plan and shares of our Common Stock  reserved for further  awards under the 1998
Stock Plan and  20,496,848  shares of Common Stock  reserved  for issuance  upon
conversion of the Series B and Series C convertible preferred stock and exercise
of related  warrants.  In addition,  in May 1998, we issued  1,800,000 shares of
Common Stock as part of the  consideration  for our  acquisition of Lamar Signal
Processing, Ltd. Trading restrictions on these 1,800,000 shares have expired and
are subject to demand and piggyback registration rights. To date, 920,880 of the
1,800,000 shares have been registered for sale under the Securities Act of 1933.

CONVERSIONS OF OUR SERIES B CONVERTIBLE PREFERRED STOCK AND SERIES C CONVERTIBLE
PREFERRED  STOCK MAY  RESULT IN  SUBSTANTIAL  DILUTION  TO OTHER  HOLDERS OF OUR
COMMON STOCK.

        As of  September  7,  2001,  we had 283  shares of Series B  convertible
preferred  stock  and  750  shares  of  Series  C  convertible  preferred  stock
outstanding.  Both the  Series B  convertible  preferred  stock and the Series C
convertible preferred stock are convertible into shares of Common Stock, subject
to ownership  limitations  that prohibit the holders of the preferred stock from
owning more than 4.99% of the outstanding shares of Common

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Stock at the time of  conversion or 9.99% over the sixty day period prior to the
conversion.  These  restrictions  do not prevent  purchasers from converting and
selling  some of their  holdings  and then  later  converting  the rest of their
holdings.

AS THE PRICE OF OUR COMMON STOCK DECREASES, THE NUMBER OF SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF OUR SERIES B CONVERTIBLE  PREFERRED STOCK AND SERIES
C CONVERTIBLE PREFERRED STOCK INCREASES.

        The  variable  conversion  price of the Series B  convertible  preferred
stock  and any  reset  of the  conversion  price  of the  Series  C  convertible
preferred  stock are functions of the market price of our Common  Stock.  If the
price of our Common Stock  decreases  over time,  the number of shares of Common
Stock  issuable upon  conversion of each series will increase.  In addition,  In
accordance  with the  provisions  of Emerging  Issues Task Force Issue No. 98-5,
"Accounting for Convertible  Securities with Beneficial  Conversion  Features or
Contingently Adjustable Conversion Ratios", Andrea may be required to record, at
the  time of  exercise  for  such  additional  Preferred  Shares,  a  charge  to
accumulated deficit as a result of this beneficial conversion right.


        The following table  illustrates the varying amounts of shares of Common
Stock  issuable  upon  conversion  of all 283  shares  of  Series B  Convertible
Preferred  Stock at the  indicated  conversion  prices  (without  regard  to any
limitations on conversion) and assuming that the 4% additional amount is paid in
cash:


                                                                  Percentage of
                        Assumed Number       Number of Shares      Outstanding
      Assumed              of Shares         Outstanding after        Common
 Conversion Price        Converted(1)       Assumed Conversion       Stock(2)
-------------------   -------------------   -------------------   --------------
       $0.50              5,660,000            21,163,886              27%
       $1.50              1,886,667            17,390,553              11%
       $2.50              1,132,000            16,635,886               7%
       $3.50                808,571            16,312,457               5%
       $4.50                628,889            16,132,775               4%
       $5.50                514,545            16,018,431               3%
       $6.50                435,385            15,939,271               3%
       $7.50                377,333            15,881,219               2%
--------------------------------------------------------------------------------

----------------------------------
(1) The Series B Holder is prohibited from converting its holdings of the Series
    B Convertible  Preferred  Stock if after giving effect to such conversion it
    would  beneficially  own in excess of 4.99%  or,  over the sixty day  period
    prior to the conversion, 9.99% of the outstanding shares of our Common Stock
    following such  conversion.  The numbers in this column do not reflect these
    limitations.
(2) Based on 15,503,866 shares of Common Stock outstanding as of September 7,
    2001.

        The following table  illustrates,  as of any reset date and assuming the
conversion price indicated is lower than the then applicable conversion price on
that date, the varying  amounts of shares of Common Stock that would be issuable
upon conversion of all outstanding 750 shares of Series C convertible  preferred
stock at the indicated

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conversion prices (without regard to any limitations on conversion) and assuming
that the 5% additional amount is paid in cash:

                                                                  Percentage of
                        Assumed Number       Number of Shares      Outstanding
      Assumed              of Shares         Outstanding after        Common
 Conversion Price        Converted(1)       Assumed Conversion       Stock(2)
-------------------   -------------------   -------------------   --------------
      $0.40              18,750,000            34,253,886              55%
      $0.55              13,636,364            29,140,250              47%
      $0.70              10,714,286            26,218,172              41%
      $0.85               8,823,529            24,327,415              36%
      $1.00               7,500,000            23,003,886              33%
      $1.15               6,521,739            22,025,625              30%
      $1.30               5,769,231            21,273,117              27%
      $1.44               5,208,333            20,712,219              25%
--------------------------------------------------------------------------------

----------------------------------
(1) The Series C Holder is prohibited from converting its holdings of the Series
    C Convertible  Preferred  Stock if after giving effect to such conversion it
    would  beneficially  own in excess of 4.99%  or,  over the sixty day  period
    prior to the conversion, 9.99% of the outstanding shares of our Common Stock
    following such  conversion.  The numbers in this column do not reflect these
    limitations.
(2) Based on 15,503,866 shares of Common Stock outstanding as of September 7,
    2001.

        The following table  illustrates the varying amounts of shares of Common
Stock that would be issuable upon  conversion of all 283  outstanding  shares of
Series B convertible  preferred stock and all 750 outstanding shares of Series C
convertible  preferred stock at the indicated  conversion prices (without regard
to any limitations on conversion)  and assuming that all additional  amounts are
paid in cash:

                                                                  Percentage of
                        Assumed Number       Number of Shares      Outstanding
      Assumed              of Shares         Outstanding after       Common
 Conversion Price      Converted(1)(2)(3)    Assumed Conversion      Stock(4)
-------------------   -------------------   -------------------   --------------
      $0.50              20,660,000            36,163,886              57%
      $1.00              10,330,000            25,833,886              40%
      $1.44               7,173,611            22,677,497              32%
      $2.50               6,340,333            21,844,219              29%
      $3.50               6,016,905            21,520,791              28%
      $4.50               5,837,222            21,341,108              27%
      $5.50               5,722,879            21,226,765              27%
      $6.50               5,643,718            21,147,604              27%


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      $7.50               5,585,667            21,089,553              26%

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

----------------------------------
(1) The calculation assumes that the conversion price of the Series B and Series
    C convertible  preferred stock are the same at the assumed conversion prices
    of $.50,  $1.00 and $1.44.  This  could  only  occur if the market  price of
    Andrea's Common Stock  declines,  and at a future reset date, the conversion
    price of the  Series C adjusts  to the then  prevailing  market  price  (the
    current fixed conversion price of the Series C is $1.44, and such conversion
    price is fixed unless adjusted downward at a future reset date).
(2) The calculation assumes that for any conversion of the Series B  convertible
    preferred stock when the prevailing market price is above $1.44, the  Series
    C would still be converted at its maximum conversion price of $1.44.
(3) The Series B and Series C holder is prohibited  from converting the Series C
    or Series B convertible  preferred  stock,  or from  exercising the warrants
    issued in connection with the Series B convertible preferred stock, if after
    giving  effect to such  conversion  it would  beneficially  own in excess of
    4.99% or, over the sixty day period  prior to the  conversion,  9.99% of the
    outstanding shares of our Common Stock following such conversion.
(4) Based on 15,503,866 shares of Common Stock outstanding as of September 7,
    2001.


SALES OF AN INCREASED NUMBER OF SHARES OF COMMON STOCK ISSUED UPON CONVERSION OF
THE SERIES B CONVERTIBLE  PREFERRED STOCK AND THE SERIES C CONVERTIBLE PREFERRED
STOCK RESULTING FROM A DECLINING MARKET PRICE FOR OUR COMMON STOCK CAN CAUSE THE
MARKET PRICE OF OUR COMMON STOCK TO DECLINE FURTHER.

        Disregarding  the manner in which the shares of Common Stock issued upon
conversion  of the  Series  B  convertible  preferred  stock  and the  Series  C
convertible  preferred  stock  are  sold as well as any  other  factors  such as
reactions to our operating  results and general market  conditions  which may be
operative  in the market at such time,  an  increase  in the number of shares of
Common  Stock  eligible for sale can cause a decrease in the market price of our
Common Stock.  This decrease would reduce the conversion  prices of the Series B
convertible  preferred  stock  and the  Series C  convertible  preferred  stock,
leading to a further  increase in the number of shares of Common Stock  issuable
upon future conversions and a further decline in our stock price.

SHORT SALES OF OUR COMMON STOCK MAY BE ATTRACTED BY OR ACCOMPANY  CONVERSIONS OF
SERIES B CONVERTIBLE  PREFERRED STOCK AND SERIES C CONVERTIBLE  PREFERRED STOCK,
WHICH SALES MAY CAUSE DOWNWARD PRESSURE UPON THE PRICE OF OUR COMMON STOCK.

        Short sales of our Common Stock may be  attracted  by or  accompany  the
sale of converted  Common  Stock,  which in the aggregate  could cause  downward
pressure  upon the  price  of the  Common  Stock,  regardless  of our  operating
results,  thereby  attracting  additional  short sales of the Common Stock.  The
result of conversions of the Series B and Series C convertible  preferred  stock
at declining  conversion prices would be increasing and substantial  dilution of
the interests of the other holders of Common Stock.

IF WE FAIL TO MARKET AND  COMMERCIALIZE OUR ANDREA ANTI-NOISE AND ANDREA DIGITAL
SIGNAL  PROCESSING  MICROPHONE  AND  SOFTWARE  PRODUCTS AS WELL AS OUR  AIRCRAFT
COMMUNICATIONS  PRODUCTS, OUR REVENUES MAY NOT INCREASE AT A HIGH ENOUGH RATE TO
IMPROVE OUR RESULTS OF OPERATIONS OR AT ALL.

        Our business,  results of operations and financial  condition  depend on
successful  commercialization of our Andrea Anti-Noise and Andrea DSP Microphone
and  Software  products  and  technologies.  Since we began sales of the initial
Andrea  Anti-Noise  products  in 1995,  we have  been  expanding  the  number of
products in this line. We introduced our first Andrea Digital Super  Directional
Array products in 1998 and we are initially targeting these and our other Andrea
DSP Microphone and Software products at the market for computer-based automobile
monitoring and control systems for use by drivers and passengers. This market is
commonly referred to as the automobile

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telematics  market.  The  success  of these  products  is  subject  to the risks
frequently   encountered   by   companies   in  an  early   stage   of   product
commercialization,  particularly  companies in the computing and  communications
industries.

IF WE ARE UNABLE TO OBTAIN MARKET ACCEPTANCE OF OUR VOICE INTERFACE AND INTERNET
COMMUNICATIONS  PRODUCTS  AND  TECHNOLOGIES,  OR IF MARKET  ACCEPTANCE  OF THESE
PRODUCTS AND TECHNOLOGIES  OCCURS AT A SLOW RATE, THEN OUR BUSINESS,  RESULTS OF
OPERATIONS AND FINANCIAL CONDITION WILL BE MATERIALLY AND ADVERSELY AFFECTED.

        We and our  competitors  are focused on developing  and  commercializing
products and technologies  that enhance the use of voice,  particularly in noisy
environments,  for a broad range of computer  and  communications  applications.
These products and technologies have been rapidly evolving and the number of our
competitors has grown,  but the markets for these products and  technologies are
subject to a high level of  uncertainty  and have been  developing  slowly.  We,
alone or together with our industry,  may be  unsuccessful  in obtaining  market
acceptance of these products and technologies.

IF WE FAIL TO DEVELOP AND  SUCCESSFULLY  INTRODUCE NEW PRODUCTS AND TECHNOLOGIES
IN  RESPONSE  TO  COMPETITION  AND  EVOLVING  TECHNOLOGY,  WE MAY NOT BE ABLE TO
ATTRACT NEW CUSTOMERS OR RETAIN CURRENT CUSTOMERS.

        The  markets  in which we sell our  Andrea  Anti-Noise  and  Andrea  DSP
Microphone  and Software  products and our Aircraft  Communication  products are
highly competitive. We may not compete successfully with any of our competitors.
Most  of our  current  and  potential  competitors  have  significantly  greater
financial,  technology  development,  marketing,  technical  support  and  other
resources than we do.  Consequently,  these  competitors  may be able to respond
more  quickly  to  new  or  emerging   technologies   and  changes  in  customer
requirements,  or devote greater  resources to the development,  marketing,  and
sale of  their  products  than we can.  One or  more of  these  competitors  may
independently develop technologies that are substantially equivalent or superior
to our technology.  The introduction of products  incorporating new technologies
could  render our  products  obsolete  and  unmarketable  and could  exert price
pressures on existing products.

        We are currently engaged in the development of digital signal processing
products and technologies for the voice,  speech and natural language  interface
markets.  We may not succeed in developing  these new digital signal  processing
products  and  technologies,  and any of these  new  digital  signal  processing
products or technologies may not gain market acceptance.

        In the  markets  for our  aircraft  communications  products,  we  often
compete  with  major  defense  electronics   corporations  as  well  as  smaller
manufacturing firms which -specialize in supplying products and technologies for
specific  military  initiatives.  Further,  the  markets  for our  products  and
technologies are characterized by evolving industry standards and specifications
that may require us to devote substantial time and expense to adapt our products
and technologies.  We may not successfully anticipate and adapt our products and
technologies  in a cost effective and timely manner to changes in technology and
industry  standards or to  introductions  of new products  and  technologies  by
others that render our then existing products and technologies obsolete.

IF OUR MARKETING COLLABORATORS DO NOT EFFECTIVELY MARKET THOSE OF THEIR PRODUCTS
WITH WHICH OUR PRODUCTS ARE INCLUDED OR INCORPORATED,  OUR SALES GROWTH COULD BE
ADVERSELY AFFECTED.

        We have entered into several collaborative and distribution arrangements
with software  publishers and computer  hardware  manufacturers  relating to the
marketing and sale of Andrea  Anti-Noise  products and Andrea DSP Microphone and
Software  products through  inclusion or incorporation  with the products of our
collaborators.  Our success will therefore be dependent to a substantial  degree
on the efforts of these  collaborators  to market those of their  products  with
which our products  are  included or  incorporated.  Our  collaborators  may not
successfully market these products. In addition, our collaborators generally are
not contractually obligated to any minimum

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level of sales of our  products  or  technologies,  and we have no control  over
their marketing  efforts.  Furthermore,  our collaborators may develop their own
microphone,  earphone  or headset  products  that may  replace  our  products or
technologies or to which they may give higher priority.

IF WE FAIL TO  MAINTAIN  SALES OF ANDREA  ANTI-NOISE  PRODUCTS  AND  ANDREA  DSP
MICROPHONE AND SOFTWARE  PRODUCTS TO IBM, WE WOULD EXPERIENCE A MATERIAL ADVERSE
EFFECT ON OUR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

        We are substantially  dependent on our product procurement  relationship
with IBM. During the 2001 Second Quarter,  IBM and certain of IBM's  affiliates,
distributors, licensees and integrators accounted for 25% of our net sales. This
represents an approximate  49% decrease from the 2000 Second  Quarter.  While we
are a party to a procurement  agreement with IBM covering the purchase by IBM of
certain of our Andrea Anti-Noise  microphone and earphone products for inclusion
with  certain of IBM's  personal  computer  products,  IBM is not  obligated  to
purchase these products and is free to purchase microphone and earphone products
and technologies  from our competitors.  Our failure to maintain sales of Andrea
Anti-Noise Products and Andrea DSP Microphone and Software Products to IBM would
have a  material  adverse  effect on our  business,  results of  operations  and
financial condition.

IF WE FAIL TO  MAINTAIN  SALES OF  AIRCRAFT  COMMUNICATION  PRODUCTS TO THE U.S.
GOVERNMENT,  WE WOULD  EXPERIENCE  A MATERIAL  ADVERSE  EFFECT ON OUR  BUSINESS,
RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

        We are substantially  dependent on product sales to the U.S. Government.
During the 2001 Second Quarter, the U.S. Government accounted for 27% of our net
sales.  The U.S.  Government  is not  obligated  to continue  to purchase  these
products and is free to purchase  similar  products  from our  competitors.  Our
failure  to  maintain  sales  of  Aircraft  Communication  Products  to the U.S.
Government  would have a material  adverse  effect on our  business,  results of
operations and financial condition.

SHORTAGES OF, OR INTERRUPTIONS IN, THE SUPPLY OF MORE SPECIALIZED COMPONENTS FOR
ALL OF OUR PRODUCTS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR SALES.

        We conduct assembly  operations at our facilities in New York and Israel
and  through   subcontractors  using  purchased  components.   Some  specialized
components for our products,  such as  microphones,  digital  signal  processing
boards  and  mechanical  switches,  as well as other  discrete  components,  are
available from a limited number of suppliers and subject to long lead times.  We
may not be able  to  continue  to  obtain  sufficient  supplies  of  these  more
specialized  components,  particularly  if our sales increase  substantially  or
market demand for these components otherwise increases.

IF OUR SUBCONTRACTOR  FAILS TO MEET OUR PRODUCTION AND SHIPMENT  SCHEDULES,  OUR
BUSINESS,  RESULTS OF OPERATIONS AND FINANCIAL CONDITION WOULD BE MATERIALLY AND
ADVERSELY AFFECTED.

        We conduct assembly  operations at our facilities in New York and Israel
and through subcontracting.  During initial production runs of Andrea Anti-Noise
and Andrea DSP Microphone  products,  we perform assembly  operations at our New
York facility from  purchased  components.  As sales of any  particular  product
increase,  assembly  operations are primarily  transferred to a subcontractor in
Asia.

OUR ABILITY TO COMPETE MAY BE LIMITED BY OUR FAILURE TO  ADEQUATELY  PROTECT OUR
INTELLECTUAL PROPERTY OR BY PATENTS GRANTED TO THIRD PARTIES.

        We rely on a combination of patents, patent applications, trade secrets,
copyrights,  trademarks,  nondisclosure agreements with our employees, licensees
and potential licensees,  limited access to and dissemination of our proprietary
information,  and other  measures  to  protect  our  intellectual  property  and
proprietary rights.

                                        9

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However,  the steps that we have taken to protect our intellectual  property may
not prevent its misappropriation or circumvention. In addition, numerous patents
have been granted to other  parties in the fields of noise  cancellation,  noise
reduction,  computer voice  recognition,  digital signal  processing and related
subject  matter.  We expect that products in these fields will  increasingly  be
subject to claims under these patents as the numbers of products and competitors
in these fields grow and the functionality of products  overlap.  Claims of this
type could have an adverse effect on our ability to  manufacture  and market our
products  or to develop  new  products  and  technologies,  because  the parties
holding these patents may refuse to grant  licenses or only grant  licenses with
onerous  royalty  requirements.  Moreover,  the laws of other  countries  do not
protect our  proprietary  rights to our  technologies  to the same extent as the
laws of the United States.

AN UNFAVORABLE RULING IN ANY CURRENT LITIGATION  PROCEEDING OR FUTURE PROCEEDING
MAY  ADVERSELY  AFFECT  OUR  BUSINESS,   RESULTS  OF  OPERATIONS  AND  FINANCIAL
CONDITION.

        From  time  to time  we are  subject  to  litigation  incidental  to our
business.   For  example,  we  are  subject  to  the  risk  of  adverse  claims,
interference   proceedings   before  the  U.S.  Patent  and  Trademark   Office,
oppositions to patent  applications  outside the United  States,  and litigation
alleging  infringement  of the  proprietary  rights  of  others.  Litigation  to
establish the validity of patents, to assert infringement claims against others,
and  to  defend  against  patent   infringement  claims  can  be  expensive  and
time-consuming, even if the outcome is in our favor.

        As more fully  disclosed  in "Item 3. Legal  Proceedings"  in our annual
report on Form 10-K for the year ended December 31, 2000 incorporated  herein by
reference,  on November  17, 1998 a complaint  was filed  against us in the U.S.
District Court for the Eastern  District of New York by NCT Group,  Inc. and NCT
Hearing Products, Inc., one of NCT's subsidiaries, requesting a declaration that
two of our patents, which relate to active noise reduction technology applicable
to aircraft passenger  headphones,  are invalid and unenforceable and that these
patents are not being infringed by NCT's  products.  The complaint also seeks to
enjoin us from engaging in certain  alleged  activities  and seeks  compensatory
damages  of not less  than $5  million,  punitive  damages  of not less than $50
million and plaintiffs' costs and attorneys' fees.

        On  December  30,  1998,  we  filed  and  served  an  answer  to the NCT
complaint,  denying the  allegations  and  asserting  affirmative  defenses  and
counterclaims. The counterclaims seek injunctive relief for patent infringement,
trademark infringement,  false designation of origin and unfair competition.  We
are also seeking  exemplary and punitive  damages,  prejudgment  interest on all
damages, costs, reasonable attorneys' fees and expenses.  During the second half
of 1999, both NCT and Andrea submitted briefs to the court on whether to have an
early hearing on the meaning of the claims in the two Andrea patents.  This type
of hearing is called a "Markman  Hearing." We are unable to anticipate  when the
court will issue a decision on this  question.  We and NCT are  proceeding  with
discovery,  including  document  production  and  depositions.  If this  suit is
ultimately resolved in favor of NCT, we could be materially  adversely effected.
We believe,  however,  that NCT's allegations are without merit and we intend to
vigorously  defend  ourselves  and to assert  against  NCT the claims  described
above.

        As more fully  disclosed  in "Item 3. Legal  Proceedings"  in our annual
report on Form 10-K for the year ended December 31, 2000 incorporated  herein by
reference,  on March 11, 1999, we were notified about a claim filed with the New
York State  Environmental  Protection and Spill  Compensation Fund by the owners
(Mark J. Mergler and Ann Mergler) of property  adjoining  our former Long Island
City  facility.  This claim  alleges  property  damages  arising from  petroleum
migrating from our former facility and was purportedly  detected in the basement
of the claimants'  property.  In their claim to the fund, the claimants  alleged
that their property has been damaged and that they have incurred remedial costs.
In the event the fund honors this claim in whole or in part, we may be liable to
reimburse the fund. The New York State Department of Environmental  Conservation
has  asserted a demand  that we  investigate  and  remediate  the  discharge  of
petroleum  from a fuel oil storage tank at our former Long Island City facility,
and  determine  whether the petroleum  discharge has migrated to the  claimants'
adjoining property.

        We engaged  environmental  consultants to investigate the discharge from
the fuel oil storage tank and we are  currently  funding  remediation  work.  We
denied, however, the allegations that any petroleum discharge has

                                       10

 12



migrated  to the  claimant's  property  and  objected  to the claim  made by the
claimant to the fund.  On  September  2, 1999,  a civil  action  related to this
matter was commenced in the Nassau  County  Supreme Court by Mark J. Mergler and
Ann Mergler.  The plaintiffs  allege that the fuel oil released from the heating
system of our former  facility  has  migrated  beneath and onto the  neighboring
property  causing in excess of $1,000,000 in direct and  consequential  damages.
The plaintiffs' allegations against us include, negligence,  nuisance and strict
liability  under the New York State  Navigation Law. We have submitted an answer
denying the  allegations  and all  liability  relating  to the alleged  property
damage.  This  lawsuit is at an early  stage and we are unable to  evaluate  the
likelihood  of an  unfavorable  outcome  or  estimate  the  amount  or  range of
potential loss, if any.

CHANGES IN ECONOMIC AND  POLITICAL  CONDITIONS  OUTSIDE THE UNITED  STATES COULD
ADVERSELY AFFECT OUR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

        We have been seeking to increase our sales to regions outside the United
States,  particularly in Europe and areas in the Americas and Asia. For the 2001
Second  Quarter,  sales to customers  outside the United  States  accounted  for
approximately  22% of our net  sales.  International  sales and  operations  are
subject to a number of risks, including:

        o      trade restrictions in the form of license requirements;

        o      restrictions on exports and imports and other government
               controls;

        o      changes in tariffs and taxes;

        o      difficulties in staffing and managing international operations;

        o      problems in establishing and managing distributor relationships;

        o      general economic conditions; and

        o      political  and economic  instability  or  conflict,  particularly
               current  Middle  Eastern   hostilities  which  could  impact  our
               research and development operations in Israel.

        To date, we have invoiced our international  sales in U.S. dollars,  and
have not engaged in any foreign  exchange  or hedging  transactions.  We may not
continue  to be able to  invoice  all our  sales  in U.S.  dollars  and to avoid
engaging in foreign  exchange  or hedging  transactions.  If we are  required to
invoice any  material  amount of  international  sales in  non-U.S.  currencies,
fluctuations in the value of non-U.S. currencies relative to the U.S. dollar may
adversely affect our business,  results of operations and financial condition or
require us to incur hedging costs to counter such fluctuations.

IF WE ARE UNABLE TO ATTRACT AND RETAIN THE NECESSARY  MANAGERIAL,  TECHNICAL AND
OTHER  PERSONNEL  NECESSARY  FOR OUR  BUSINESS,  THEN OUR  BUSINESS,  RESULTS OF
OPERATIONS AND FINANCIAL CONDITION WILL BE HARMED.

        Our  performance is  substantially  dependent on the  performance of our
executive  officers and key employees.  The loss of the services of any of these
executive  officers or key employees could have a material adverse effect on our
business,  results of operations  and financial  condition.  Our future  success
depends  on our  continuing  ability to attract  and  retain  additional  highly
qualified managers and technical personnel.  Competition for qualified personnel
is intense and we may not be able to  attract,  assimilate  or retain  qualified
personnel in the future.


                                       11

 13



                               ANDREA ELECTRONICS

        Our mission is to provide the emerging  "voice  interface"  markets with
state-of-the-art  communications  products. The idea underlying these markets is
that natural  language  spoken by the human voice will become an important means
by which to control many types of  computing  devices and other  appliances  and
equipment  that contain  microprocessors.  We are  designing  and  marketing our
products and technologies to be used for these "natural language, human/machine"
interfaces with:

         o     desktop, laptop and hand-held computers and mobile personal
               computing devices;

         o     military and commercial aircraft systems;

         o     cellular and other wireless communication devices; and

         o     automotive communication systems.

        We believe  that end users of these  applications  and  interfaces  will
require  high  quality  microphone  and earphone  products  that  enhance  voice
transmission,  particularly  in  noisy  environments.  To  improve  our  product
offering, we are utilizing digital signal processing technology. This technology
converts  voice  signals  to  digital  signals  which can then be  processed  in
microprocessors  and similar electronic devices to reduce external  interference
and increase clarity.  In order to further our efforts to develop digital signal
processing technology,  in May 1998, we acquired Lamar Signal Processing,  Ltd.,
an  Israeli  corporation  engaged  in  the  development  of  noise  cancellation
microphones covering a wide range of audio and acoustic applications.

        High  quality  audio  communication  technologies  is also  required for
emerging  applications  for  microphones  located  several  feet from the person
speaking,  or far-field microphone  technology.  Applications in this area range
include:

         o     continuous speech dictation to personal computer and personal
               data assistants;

         o     multiparty video teleconferencing and software that allows
               participants to see and jointly edit documents, spreadsheets and
               other information; and

         o     natural language-driven interfaces for automobiles, home and
               office automation.

        We believe that an increasing number of these devices will be introduced
during the next several years.

        We outsource the assembly of most of our Andrea Anti-Noise products from
purchased components, and we are currently assembling our Andrea DSDA microphone
and software  products  from  purchased  components  at our New York and Israeli
facilities.  We manufacture our Aircraft Communications products at our New York
facility.

        Our strategy is to

         o     maintain and extend our market position with our Aircraft
               Communications and Andrea Anti-Noise products;

         o     broaden  our Andrea  Anti-Noise  product  lines and  Andrea  DSDA
               microphone and software product lines through  internal  research
               and development and, from time to time, strategic acquisitions;

         o     design our products to satisfy specific end-user requirements
               identified by our collaborative partners; and


                                       12

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         o     outsource manufacturing of some of our products in order to
               achieve economies of scale.

        An  important  element of our  strategy  for  expanding  the channels of
distribution  and  broadening  the  base  of  users  for  our  products  is  our
collaborative  arrangements with  manufacturers of computing and  communications
equipment,  software publishers, and distributors and retailers actively engaged
in the various  markets in which our products  have  application.  Under some of
these  arrangements,  we  supply  our  products  for  sale by our  collaborative
partners.  Under others, the collaborative partners supply us with software that
we include with our  products.  In  addition,  we have been  increasing  our own
direct marketing efforts.

        The success of our strategy will depend on our ability to, among other
        things,

         o     increase sales,

         o     contain costs,

         o     manage growth,

         o     introduce additional Andrea Anti-Noise products and Andrea DSDA
               microphone and software products,

         o     maintain the competitiveness of our technologies through
               successful research and development, and

         o     achieve widespread adoption of our products and technologies.

                           FORWARD LOOKING STATEMENTS

        We make  certain  "forward-looking  statements"  within  the  meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934, as amended,  throughout this prospectus and in
the  documents we  incorporate  by  reference  into this  prospectus.  The words
"anticipates,"  "believes," "estimates," "expects," "intends," "plans," "seeks,"
variations  of such words,  and  similar  expressions  are  intended to identify
forward-looking  statements.  We have based these forward-looking  statements on
our current  expectations,  estimates  and  projections  about our  business and
industry, our beliefs and certain assumptions made by our management.  Investors
are cautioned that matters subject to  forward-looking  statements involve risks
and uncertainties including economic, competitive,  governmental,  technological
and other factors which may affect our business and prospects.

        These  statements  are not  guarantees  of  future  performance  and are
subject to certain risks,  uncertainties  and assumptions  that are difficult to
predict.  Important  factors  which  could  cause our  actual  results to differ
materially from the forward-looking  statements in this prospectus include,  but
are not limited to, those identified in this

                                       13

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prospectus  under "Risk Factors" and those described in Management's  Discussion
and Analysis of Financial  Condition  and Results of Operations in our Form 10-K
for the fiscal year ended December 31, 2000, our Form 10-Q for the quarter ended
March 31,  2001,  our Form 10-Q for the  quarter  ended June 30, 2001 and in any
other filings which are incorporated by reference in this prospectus.

        You should read this prospectus and the documents that we incorporate by
reference into this prospectus  completely and with the  understanding  that our
actual  future  results  may  be  materially  different  from  what  we  expect.
Forward-looking  statements in this prospectus speak only as of the date of this
prospectus.  We have ongoing disclosure obligations under the federal securities
laws to file periodic  quarterly and annual  reports as well as current  reports
that cover events that are material to our business,  results of operations  and
financial  condition.  These  reports  could  contain  information  that reflect
subsequent   developments   relating  to  forward-looking   statements  in  this
prospectus.  All  forward-looking  statements  attributable  to us are expressly
qualified by these cautionary statements.

                                 USE OF PROCEEDS

        All of the shares of Common Stock  offered  hereby are being offered for
the account of the selling  stockholders.  We will not receive any proceeds from
the sale by the selling  stockholders  of the Common Stock made pursuant to this
registration statement.

                              SELLING STOCKHOLDERS

        We  are   registering   the  shares  in  order  to  permit  the  selling
stockholders  to offer the shares of Common  Stock for resale from time to time.
The shares of Common Stock being offered by HFTP Investment  L.L.C. are issuable
upon  conversion of the Series C convertible  preferred  stock.  For  additional
information regarding the Series C convertible preferred stock, see "Description
of Capital Stock -- Preferred  Stock." None of the selling  stockholders has had
any material relationship with us in the past three years.

        The following  table sets forth as of September 28, 2001 the name of the
selling stockholders, the number of shares of Common Stock owned beneficially by
the selling  stockholders,  calculated in the manner described below, the number
of shares  which may be offered  pursuant to this  prospectus  and the number of
shares and  percentage of class to be owned by each of the selling  stockholders
after this offering.

        For HFTP Investment L.L.C., the second column lists the number of shares
of Common Stock held,  plus the number of shares of Common  Stock,  based on its
ownership of Series C convertible  preferred stock as well as Series B preferred
stock and  related  warrants,  that  would  have been  issuable  to the  selling
stockholder  as of September  28, 2001  assuming  conversion of all Series B and
Series C  convertible  preferred  stock and exercise of the  warrants  issued in
connection  with the Series B  convertible  preferred  stock held by the selling
stockholder on that date,  without  regard to any  limitations on conversions or
exercise.  Because conversion of the Series B and Series C convertible preferred
stock is based on a formula  that may depend on the  market  price of our Common
Stock,  the numbers listed in the second column may fluctuate from time to time.
The  third  column  lists  the  shares of Common  Stock  being  offered  by this
prospectus by the selling stockholders.

        In accordance with the terms of the  registration  rights agreement with
the holder of the Series C convertible  preferred stock,  this prospectus covers
the  resale of at least  that  number of  shares  of Common  Stock  equal to the
product of 2.0 and the number of shares of Common Stock issuable upon conversion
of the Series C convertible  preferred stock,  without regard to any limitations
on conversions,  determined as if the outstanding Series C convertible preferred
stock was converted in full as of the date  immediately  preceding the filing of
the  registration  statement  of which  this  prospectus  is a part.  Because of
adjustments  at the reset dates,  at maturity or upon  dilutive  issuances,  the
number of shares that will  actually be issued upon  conversion  of the Series C
convertible preferred stock may be more or less than the 10,890,411 shares being
offered by this prospectus for the holder of the Series C convertible  preferred
stock.


                                       14

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        The fourth column  assumes the sale of all of the shares  offered by the
selling stockholders pursuant to this prospectus.

        Under  the  certificate  of  amendment  for  the  Series  C  convertible
preferred  stock, the Series C Holder is prohibited from converting its holdings
of the Series C Convertible  Preferred  Stock or Series B Convertible  Preferred
Stock or from  exercising the Warrants  issued in connection  witht the Series B
Convertible  Preferred  Stock if  after  giving  effect  to such  conversion  or
exercise  it would  beneficially  own in excess of 4.99% or,  over the sixty day
period prior to the conversion,  9.99% of the  outstanding  shares of our Common
Stock following such  conversion.  The number of shares in the second column and
fourth  column and the  percentage in the fifth column for HFTP does not reflect
this limitation.

        The  selling  stockholders  may sell all,  some or none of its shares in
this offering. See "Plan of Distribution."

        The "Shares  Beneficially  Owned After the Offering"  column assumes the
sale of all  shares  offered.  The  "Percentage  of  Class"  column  is based on
15,503,866 shares of Common Stock outstanding as of September 28, 2001.



                                                                          Shares
                                    Shares                                Beneficially
                                    Beneficially         Shares Offered   Owned            Percentage
                                    Owned Prior To       By This          After               of
Selling Stockholder                 The Offering(1)      Prospectus       The Offering       Class
--------------------------------    ---------------      ---------------  --------------     -----
                                                                                 

HFTP Investment L.L.C.(1)          12,570,834            10,890,411       7,110,646          25.6%

Ventnor LLC (2)                        92,835                61,890          30,945            *

Cherry Hill LLC (2)                   144,738                96,492          48,246            *

Marla LLC (2)                         144,663                96,442          48,221            *

Knighthawk Investment LLC (2)          98,904                65,936          32,968            *
--------------------------------
*        Represents less than 1%.

(1)     In  addition to  the 5,460,188  shares issuable as of September 28, 2001
        upon  conversion  of  the  Series  C  preferred  stock,  includes  up to
        6,788,117  shares of Common Stock issuable upon conversion of the Series
        B convertible  preferred stock and exercise of related  warrants held of
        record by HFTP  Investment  LLC,  without  regard to any  limitations on
        conversions or exercises.  Promethean Asset Management,  LLC, a New York
        limited  liability  company,   serves  as  investment  manager  to  HFTP
        Investment L.L.C. and may be deemed to share beneficial ownership of the
        shares  beneficially owned by HFTP by reason of shared power to vote and
        to  dispose  of  the  shares  beneficially  owned  by  HFTP.  Promethean
        disclaims beneficial ownership of the shares beneficially owned by HFTP.
        Mr. James F. O'Brien,  Jr. indirectly controls  Promethean.  Mr. O'Brien
        disclaims  beneficial  ownership  of the  shares  beneficially  owned by
        Promethean  and  HFTP.  HFTP is not a  registered  broker-dealer.  HFTP,
        however,  is under common  control with,  and therefore an affiliate of,
        Promethean Capital Group LLC which is a registered broker-dealer.
(2)     The  natural  person  having the ultimate voting power over the ordinary
        shares is Fred Knoll.
--------------------------------
*        Represents less than 1%.



                                       15

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                          DESCRIPTION OF CAPITAL STOCK

        As of September 7, 2001 our authorized  capital stock totaled 75,000,000
shares, consisting of:

         (1)   70,000,000 shares of Common Stock, par value $.50 per share, of
               which 15,503,866 shares were issued and outstanding; and

         (2)   5,000,000 shares of preferred stock, par value $.01 per share,
               of which

               (a)    25,000   shares   were   designated    Series   A   junior
                      participating  preferred stock,  none of which were issued
                      and outstanding,

               (b)    1,500  shares  were  designated  as  Series B  convertible
                      preferred  stock,  of which 283  shares  were  issued  and
                      outstanding,

               (c)    1,000 shares were designated  Series C preferred stock, of
                      which 750 shares were issued and outstanding and

               (d)    4,972,500 shares of preferred stock which have not been
                      designated.

        Of the  15,503,866  shares of Common Stock  outstanding  on September 7,
2001, this amount does not include 5,915,625 shares of Common Stock reserved for
issuance upon exercise of options granted under our 1991 Performance Equity Plan
and 1998 Stock Plan and 20,496,848  shares of common stock reserved for issuance
upon  conversion  of the Series B and Series C convertible  preferred  stock and
exercise of related warrants.

                                  COMMON STOCK

        The  holders of our Common  Stock are  entitled to one vote per share on
all matters to be voted on by shareholders and are entitled to receive dividends
when  declared by our board of  directors,  at their  discretion,  from  legally
available funds. The holders of our Common Stock are not entitled to preemptive,
subscription or conversion  rights,  and there are no redemption or sinking fund
provisions applicable to our Common Stock.

        Upon  liquidation  or  dissolution,  the holders of our Common Stock are
entitled to receive  all assets  available  for  distribution  to  shareholders,
subject  to the  preferential  rights of the  holders  of Series B and  Series C
convertible  preferred stock and any other series of preferred stock that may be
then outstanding.

                                 PREFERRED STOCK

        Shares of preferred stock are issuable in one or more series at the time
or times and for the consideration as our board of directors may determine.  All
shares of each series of preferred stock shall be equal in rank and identical in
all  respects.  Authority is expressly  granted to our board of directors to fix
from time to time, by resolution or resolutions providing for

        o      the establishment and/or issuance of any series of preferred
               stock,

        o      the designation of any series of preferred stock,

        o      the powers, preferences and rights of the shares of that series,
               and

        o      the qualifications, limitations or restrictions of the preferred
               stock.

        We currently  have  designated  three series of  preferred  stock.  Each
series  of  preferred  stock  is  summarized  below.  While  we have no  present
intention to issue shares of any additional series of preferred stock, any such

                                       16

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issuance could dilute the equity of the  outstanding  shares of Common Stock and
could have the effect of making it more difficult for a third party to acquire a
majority  of our  outstanding  voting  stock.  In  addition,  any  newly  issued
preferred stock may have other rights,  including  economic rights senior to the
Common  Stock,  and, as a result,  the  issuance  thereof  could have a material
adverse effect on the market value of the Common Stock.

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

        Under our Shareholder Rights Plan,  preferred stock purchase rights were
distributed  as a  dividend  at the rate of one right  for each  share of Common
Stock  outstanding  as of the close of  business on May 7, 1999.  Each  purchase
right entitles the holder to purchase  one-thousandth of a share of our Series A
junior participating  preferred stock, par value $0.01 per share, at an exercise
price of $50. These purchase  rights will not be exercisable  unless a person or
group acquires, or announces the intent to acquire,  beneficial ownership of 20%
or more of our Common Stock.

        Each  share of  Series  A junior  participating  preferred  stock  shall
entitle  the holder to 1,000  votes on all  matters  submitted  to a vote of our
stockholders.

        Subject to the rights of the  holders of any series of  preferred  stock
ranking senior to the Series A junior participating preferred stock with respect
to dividends,  each holder of a share of Series A junior participating preferred
stock, in preference to the holders of shares of Common Stock,  will be entitled
to a dividend  equal to one thousand  times any  dividend  declared per share of
Common Stock.

        Upon  our  liquidation  or  dissolution,  holders  of  Series  A  junior
participating preferred stock are entitled to:

          (1)  $1,000  per  share,   plus  accrued  and  unpaid   dividends  and
               distributions,  or an  aggregate  amount  per share  (subject  to
               adjustment)  equal to 1,000  times  the  aggregate  amount  to be
               distributed per share to holders of Common Stock,  before we make
               any  distributions  to the holders of stock ranking junior to the
               Series A junior participating preferred stock; or

               pro rata  distributions  in  proportion  to the total  amounts to
               which all  holders of stock  ranking in parity  with the Series A
               junior participating  preferred stock are entitled before we make
               any distributions to those other holders.

        In  the  case  of  any  consolidation,   merger,  combination  or  other
transaction in which shares of Common Stock are exchanged,  each share of Series
A junior  participating  preferred  stock shall be similarly  exchanged  into an
amount per share equal to 1,000 times the aggregate amount of stock, securities,
cash and/or any other property (payable in kind), as the case may be, into which
each share of Common Stock is exchanged.

        The Series A junior participating preferred stock ranks, with respect to
the payment of dividends and the distribution of assets, junior to all series of
any other class of preferred stock.  Whenever dividends or distributions payable
on the Series A junior participating  preferred stock are in arrears, we cannot,
until all  accrued  and  unpaid  dividends  and  distributions,  whether  or not
declared, on the Series A junior participating  preferred stock outstanding have
been paid:

        o      declare or pay dividends, or make any other distributions, on
               any stock ranking junior to the Series A junior participating
               preferred stock;

        o      declare or pay dividends, or make any other distributions, on any
               stock ranking on a parity with the Series A junior  participating
               preferred  stock,  except  dividends paid ratably on the Series A
               junior participating preferred stock and all such parity stock on
               which  dividends  are payable or in arrears in  proportion to the
               total  amounts to which the  holders of all such  shares are then
               entitled;

        o      redeem or purchase or otherwise acquire any stock ranking junior
               to the Series A junior

                                       17

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               participating  preferred stock,  provided that we may at any time
               redeem,  purchase or otherwise  acquire shares of any such junior
               stock in  exchange  for any of our  stock  ranking  junior to the
               Series A junior participating preferred stock; or

        o      redeem or  purchase  or  otherwise  acquire  any  Series A junior
               participating  preferred stock, or any shares of stock ranking on
               a parity with the Series A junior participating  preferred stock,
               except in accordance  with a purchase offer made in writing or by
               publication  to all holders of such shares upon such terms as the
               board of directors  shall  determine in good faith will result in
               fair and  equitable  treatment  among  the  respective  series or
               classes.

        The  shares of Series A junior  participating  preferred  stock are also
subject to  antidilution  provisions  which are  triggered in the event of stock
splits,  recapitalizations,  or other dilutive transactions. The Series A junior
participating preferred stock is not redeemable.

SERIES B CONVERTIBLE PREFERRED STOCK AND WARRANT

        BACKGROUND.  On June 18,  1999,  we issued  750  shares of the  Series B
Convertible  Preferred  Stock,  $10,000 stated value per share, and a warrant to
purchase,  at an  exercise  price of $8.725 per share,  75,000  shares of Common
Stock, for $7.5 million in a private placement to one investor (the "Investor").
At September 7, 2001, 283 shares of B Preferred  Stock remain  outstanding;  467
shares  (including  the  applicable  premium)  of B  Preferred  Stock  have been
converted into a total of 1,950,723 shares of Common Stock.

        GENERAL  TERMS  OF THE  SERIES  B  CONVERTIBLE  PREFERRED  STOCK.  The B
Preferred  Stock has no voting rights,  other than as required by law and is not
entitled to the payment of dividends. However, the holder is entitled to receive
an  additional  amount in cash or shares of Common  Stock,  at our option,  upon
conversion of the B Preferred Stock.  The additional  amount is calculated based
on an  annual  premium  of 4% on the  $10,000  per share  stated  value of the B
Preferred Stock.

        In the event of our  liquidation  or  dissolution,  the  holder of the B
Preferred  Stock is  entitled to receive in cash out of our assets an amount per
share equal to $10,000 plus the additional amount described above. The holder of
B Preferred  Stock is entitled to these  amounts in preference to the holders of
our Common Stock and any other junior class of our capital stock.

        CONVERSION.  Each share of B Preferred Stock is convertible  into shares
of the Common  Stock at the option of the holder,  at our option  under  certain
circumstances  after June 18, 2002, and mandatorily on the maturity date for the
B Preferred Stock, which, subject to a possible required extension,  is June 18,
2004.  The number of shares of Common  Stock into which a share may be converted
(the  "conversion  rate") is equal to $10,000 divided by the conversion price of
the B Preferred  Stock.  The  conversion  price is variable  and, at the time of
conversion, will be equal to the average of the two lowest closing bid prices of
the Common Stock during the 15 consecutive  trading days  immediately  preceding
conversion.  However, the conversion price cannot exceed $8.775 per share. There
is no minimum  conversion  price, but the number of shares that may be converted
at any one time may be limited.  For more  information  about  limitations,  see
"--Limitations on Conversion."

        We have  reserved  9,606,437  shares of Common Stock for  issuance  upon
conversion  of  shares  of the B  Preferred  Stock  (including  to  satisfy  the
additional  amounts discussed above) and the exercise of the warrant.  Depending
on the conversion  price,  this amount may or may not be adequate to account for
the total number of shares of Common Stock issuable upon such conversion.

        The following table  illustrates the varying amounts of shares of Common
Stock  issuable  upon  conversion  of all 283  shares  of  Series B  convertible
preferred  stock at the  indicated  conversion  prices  (without  regard  to any
limitations on conversion) and assuming that the 4% additional amount is paid in
cash:


                                       18

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                                                                  Percentage of
                        Assumed Number       Number of Shares      Outstanding
      Assumed              of Shares         Outstanding after        Common
 Conversion Price        Converted(1)       Assumed Conversion       Stock(2)
-------------------   -------------------   -------------------   --------------
     $0.50                5,660,000            21,163,886               27%
     $1.50                1,886,667            17,390,553               11%
     $2.50                1,132,000            16,635,886                7%
     $3.50                  808,571            16,312,457                5%
     $4.50                  628,889            16,132,775                4%
     $5.50                  514,545            16,018,431                3%
     $6.50                  435,385            15,939,271                3%
     $7.50                  377,333            15,881,219                2%
--------------------------------------------------------------------------------

----------------------------------
(1) The Series B Holder is prohibited from converting its holdings of the Series
    B Convertible  Preferred  Stock if after giving effect to such conversion it
    would  beneficially  own in excess of 4.99%  or,  over the sixty day  period
    prior to the conversion, 9.99% of the outstanding shares of our Common Stock
    following such  conversion.  The numbers in this column do not reflect these
    limitations.
(2) Based on 15,503,866 shares of Common Stock outstanding as of September 7,
    2001.


        REDEMPTION. The holder of the B Preferred Stock has the right to require
Andrea to redeem all or a portion of its shares upon the announcement of a major
transaction or the happening of a triggering event. Major transactions include a
merger,  consolidation,  tender offer or sale of  substantially  all of Andrea's
assets.   Triggering  events  include  a  default  under  Andrea's  registration
obligations  with  respect  to the Series B  convertible  preferred  stock,  the
delisting of the Common Stock and a default with respect to Andrea's  conversion
obligations, among other things.

        The  redemption  price upon the happening of these events would be equal
to the greater of 120% of the liquidation value of the B Preferred Stock, and

        o      in the case of a major transaction, the product of the conversion
               rate in effect  for the B  Preferred  Stock and the  closing  bid
               price on the date of the public announcement of the transaction;

        o      in the case of a triggering  event, the product of the conversion
               rate in effect  for the B  Preferred  Stock and the  closing  bid
               price  immediately  before the triggering event or on the date of
               the holder's redemption notice.

        In  addition,  to the extent that Andrea is not able to issue the shares
of Common Stock required to be issued upon the voluntary or mandatory conversion
of the B  Preferred  Stock,  Andrea  could be required to redeem the shares of B
Preferred Stock that cannot be converted into Common Stock.


                                       19

 21



        The redemption price for the B Preferred Stock under these circumstances
would be the product of the conversion  rate in effect for the B Preferred Stock
and the  closing  bid price for the Common  Stock on the  applicable  conversion
date.  If Andrea does not timely pay the  redemption  price,  such unpaid amount
bears interest at the rate of 2% per month.

        LIMITATIONS ON  CONVERSION.  The issuance of shares of Common Stock upon
conversion of the B Preferred Stock is limited to an amount which,  after giving
effect to the conversion,  would cause the holder to beneficially  own in excess
of 4.99%,  or, together with other shares  beneficially  owned during the 60-day
period  prior to such  conversion,  beneficially  own in  excess of 9.99% of the
outstanding shares of the Common Stock. This calculation  excludes the number of
shares of Common Stock which would be issuable upon:

        o      conversion of the remaining, nonconverted shares of B Preferred
               Stock beneficially owned by the holder and its affiliates;

        o      exercise or conversion of any of the  unexercised  or unconverted
               portion of any other of Andrea's securities  (including,  without
               limitation,  any warrants or convertible preferred stock) subject
               to a  limitation  on  conversion  or exercise  analogous  to this
               limitation beneficially owned by the holder and its affiliates.

        This limitation does not prevent the holder from reducing its beneficial
ownership  by sale or  other  transfer  of  Common  Stock,  and  then  acquiring
additional  shares of Common Stock, up to the beneficial  ownership  limits,  by
conversion of shares of B Preferred Stock.

        GENERAL  TERMS  OF THE  WARRANT.  In  connection  with the sale of the B
Preferred  Stock,  Andrea  issued a warrant to purchase  up to 75,000  shares of
Common Stock,  exercisable at the price of $8.775 per share. The warrant expires
on June 18, 2004, subject to certain possible extensions.  The right to exercise
the  warrant  is also  limited  by the  4.99%  and  9.99%  beneficial  ownership
limitations  described above with respect to the B Preferred Stock. The exercise
price and number of shares that may be purchased  upon  exercise of the warrants
are subject to adjustment  upon the  occurrence of certain  dilution  events (as
defined in the warrant). Andrea intends to use the proceeds, if the warrants are
exercised, for working capital and general corporate purposes.

SERIES C CONVERTIBLE PREFERRED STOCK

        The  following  is a  summary  of the  material  terms  of the  Series C
convertible   preferred  stock.  The  underlying  documents  for  the  Series  C
convertible  preferred stock are a securities purchase  agreement,  registration
rights  agreement and a certificate  of amendment,  all filed as exhibits to our
Form 8-K dated October 12, 2000.

        BACKGROUND.  On  October  10,  2000,  Andrea  issued 750 shares of the C
Preferred  Stock,  $10,000 stated value per share, for $7.5 million in a private
placement  to the  Investor.  Subject to  various  terms and  conditions,  the C
Preferred Stock,  among other things, is convertible into shares of Common Stock
at the  election of the holder and  mandatorily  at the  maturity  date of the C
Preferred  Stock.  The C Preferred Stock has an initial maturity date of October
10,  2002 for  those  outstanding  shares  of C  Preferred  Stock  which  can be
converted  into shares of Common  Stock on that date without  exceeding  various
limitations on such  conversion.  In general,  for the  outstanding  shares of C
Preferred  Stock in excess of those  subject to the October  10,  2002  maturity
date,  the maturity  date is extended  until five trading days after such shares
can be converted into Common Stock without violating the applicable  limitations
on  conversion   (or  after  a  triggering   event  as  discussed   below  under
"--Triggering Events").

        ADDITIONAL  CLOSINGS.  In  addition  to the  issuance of 750 shares of C
Preferred  Stock on October 10,  2000 as  described  above,  the holder of the C
Preferred Stock has an option to purchase  additional shares.  During the period
beginning on October 10, 2000, the initial closing date, and ending on April 11,
2002, the holder, on not more than two occasions, may purchase from Andrea up to
an  aggregate  of 250  additional  shares of the C Preferred  Stock for up to an
additional $2,500,000.  The terms and conditions of these additional shares of C
Preferred Stock would be identical to existing C Preferred Stock. The conditions
to the additional closings include:

                                       20

 22




        o      that our representations in the transaction documents are true
               and correct as of the date of the additional closing,

        o      our Common Stock is listed with The American Stock Exchange,

        o      we deliver all required certificates, opinions, and documents
               required under the securities purchase agreement, and

        o      satisfaction of other terms and conditions, all as more fully set
               forth in the securities purchase agreement.

        We are using the proceeds  from the offering of the Series C convertible
preferred stock,  including the initial closing and any additional closing,  for
working capital and general corporate  purposes,  including the expansion of our
sales and marketing  capabilities  for the  commercialization  of our anti-noise
products and the expansion of our research and development activities.

        GENERAL  TERMS  OF THE  SERIES  C  CONVERTIBLE  PREFERRED  STOCK.  The C
Preferred  Stock has no voting  rights other than as required by law, and is not
entitled  to receive  dividends.  However,  the holder of C  Preferred  Stock is
entitled to receive an additional  amount in cash or shares of Common Stock,  at
Andrea's option, upon conversion of the C Preferred Stock. The additional amount
is calculated  based on an annual  premium of 5% on the $10,000 per share stated
value of the C Preferred Stock.

        In the event of Andrea's liquidation or dissolution, the holder of the C
Preferred  Stock is entitled to receive in cash out of Andrea's assets an amount
per share of equal to $10,000 plus the additional  amount  described  above. The
holder of C Preferred  Stock is entitled to receive  these amounts in preference
to the holders of Andrea's  Common  Stock and any other junior class of Andrea's
capital stock.

        CONVERSION.  Each share of C Preferred Stock is convertible  into shares
of the Common  Stock at the option of the holder,  at the option of Andrea under
certain  circumstances  after October 10, 2001, and mandatorily on the "maturity
date" for the C Preferred  Stock.  The C Preferred Stock has an initial maturity
date of October 10, 2002 for those outstanding shares of C Preferred Stock which
can be  converted  into shares of Common  Stock on that date  without  exceeding
various limitations on such conversion.  In general,  for the outstanding shares
of C Preferred Stock in excess of those subject to the October 10, 2002 maturity
date,  the maturity  date is extended  until five trading days after such shares
can be converted into Common Stock without violating the applicable  limitations
on conversion (or after a triggering event as discussed below).

        The number of shares of Common  Stock into which a share of C  Preferred
Stock may be converted (the  "conversion  rate,") is equal to $10,000 divided by
the  conversion  price  of the C  Preferred  Stock.  The  conversion  price  was
initially  equal to $7.0565  per share for the first nine  months or 110% of the
average of the two lowest closing bid prices of the Common Stock during the five
consecutive  trading  days  immediately  proceeding  the issuance of October 10,
2000.  The  conversion  price will be reset every six months  thereafter  to the
lesser of the then  existing  conversion  price or the average of the two lowest
closing bid prices of the Common Stock during the five consecutive  trading days
immediately  preceding the six-month reset dates or, for the period beginning on
the day two years after the initial  issuance  and ending on the maturity of the
Series C Preferred Stock, the least of: (i) the then existing  conversion price,
(ii) the average of the two lowest closing bid prices of the Common Stock during
the 15  consecutive  trading days  immediately  proceding such two year date, or
(iii) the  closing bid price on the day of  conversion,  subject in each case to
certain adjustments.  The current conversion price is $1.44. There is no minimum
conversion price, but the number of shares that may be converted at any one time
may be limited.  For more information about  limitations,  see "--Limitations on
Conversion."

        Andrea has reserved  10,890,411 shares of Common Stock for issuance upon
conversion  of the shares of the C  Preferred  Stock  (including  to satisfy the
additional amounts discussed above). Depending on the conversion

                                       21

 23



price, this amount may or may not be adequate to account for the total number of
shares of Common Stock issuable upon such conversion.

        The following table  illustrates the varying amounts of shares of Common
Stock that would be issuable upon  conversion of all  outstanding  750 shares of
Series C convertible preferred stock at the indicated conversion prices (without
regard to any  limitations  on  conversion)  and assuming that the 5% additional
amount is paid in cash:


                                                                  Percentage of
                        Assumed Number       Number of Shares      Outstanding
      Assumed              of Shares         Outstanding after        Common
 Conversion Price        Converted(1)       Assumed Conversion       Stock(2)
-------------------   -------------------   -------------------   --------------
      $0.40              18,750,000            34,253,886               55%
      $0.55              13,636,364            29,140,250               47%
      $0.70              10,714,286            26,218,172               41%
      $0.85               8,823,529            24,327,415               36%
      $1.00               7,500,000            23,003,886               33%
      $1.15               6,521,739            22,025,625               30%
      $1.30               5,769,231            21,273,117               27%
      $1.44               5,208,333            20,712,219               25%
--------------------------------------------------------------------------------

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

(1) The Series C Holder is prohibited from converting its holdings of the Series
    C Convertible  Preferred  Stock if after giving effect to such conversion it
    would  beneficially  own in excess of 4.99%  or,  over the sixty day  period
    prior to the conversion, 9.99% of the outstanding shares of our Common Stock
    following such  conversion.  The numbers in this column do not reflect these
    limitations.
(2) Based on 15,503,866 shares of Common Stock outstanding as of September 7,
    2001.


        REDEMPTION. The holder of the C Preferred Stock has the right to require
Andrea to redeem all or a portion of its shares upon the announcement of a major
transaction or the happening of a triggering  event. For more information  about
triggering  events,  see  "--Triggering  Events." Major  transactions  include a
merger,  consolidation,  tender  offer  or sale of  substantially  all  Andrea's
assets.

        The  redemption  price upon the happening of these events would be equal
to the greater of 120% of the liquidation value of the C Preferred Stock, and:

        o      in the case of a major transaction, the product of the conversion
               rate in effect  for the C  Preferred  Stock and the  closing  bid
               price on the date of the public  announcement of the transaction;
               or

        o      in the case of a triggering  event, the product of the conversion
               rate in effect  for the C  Preferred  Stock and the  closing  bid
               price  immediately  before the triggering event or on the date of
               the holder's redemption notice.


                                       22

 24



        In  addition,  to the extent that Andrea is not able to issue the shares
of Common Stock required to be issued upon the voluntary or mandatory conversion
of the C  Preferred  Stock,  Andrea  could be required to redeem the shares of C
Preferred Stock that cannot be converted into Common Stock.

        The redemption price for the C Preferred Stock under these circumstances
would be the product of the conversion  rate in effect for the C Preferred Stock
and the  closing  bid price for the Common  Stock on the  applicable  conversion
date.  If Andrea does not timely pay the  redemption  price,  such unpaid amount
bears interest at the rate of 2% per month.

        TRIGGERING EVENTS.  A triggering event will occur upon:

        o      the lapse of the effectiveness of the registration statement for
               ten consecutive trading days or for an aggregate of fifteen
               trading days per year;

        o      the unavailability of the registration  statement for the sale of
               all of the  shares  of  Common  Stock  into  which  the  Series C
               convertible  preferred  stock is convertible  for a period of ten
               consecutive  trading days or an aggregate of fifteen trading days
               per year;

        o      the delisting of our Common Stock by AMEX for five consecutive
               trading days or for an aggregate of ten trading days per year;

        o      the  failure  of us or our  transfer  agent  to  comply  with the
               conversion  obligations  of the  Series C  convertible  preferred
               stock  within  ten  business  days after a  conversion  notice is
               submitted;

        o      our inability to issue conversion shares due to limitations
               imposed by the requirements of AMEX;

        o      our failure to make any excluded redemption event daily payment
               (as defined in certificate of amendment); and

        o      the breach of our  representations,  warranties,  covenants (that
               are not cured in fewer than ten days) or terms of the transaction
               documents which would have a material  adverse effect (as defined
               in the certificate of amendment).

        LIMITATIONS ON  CONVERSION.  The issuance of shares of Common Stock upon
conversion  of the C  Preferred  Stock is limited to that  amount  which,  after
giving effect to the conversion,  would cause the holder to beneficially  own in
excess of 4.99% or,  together  with other shares  beneficially  owned during the
60-day period prior to such  conversion,  beneficially own in excess of 9.99% of
the  outstanding  shares of the Common  Stock.  These  calculations  exclude the
number of shares of Common Stock which would be issuable upon:

        o      conversion of the remaining, nonconverted shares of C Preferred
               Stock beneficially owned by the holder and its affiliates;

        o      conversion  of any of the B  Preferred  Stock or  exercise of the
               warrants   issued  in  connection  with  the  B  Preferred  Stock
               beneficially owned by the holder and its affiliates; and

        o      exercise or conversion of any of the  unexercised  or unconverted
               portion of any other of Andrea's securities  (including,  without
               limitation,  any warrants or convertible preferred stock) subject
               to a  limitation  on  conversion  or exercise  analogous  to this
               limitation beneficially owned by the holder and its affiliates.

        These limitations do not prevent the holder from reducing its beneficial
ownership  by sale or  other  transfer  of  Common  Stock,  and  then  acquiring
additional  shares of Common Stock, up to the beneficial  ownership  limits,  by
conversion of shares of C Preferred Stock.

                                       23

 25



        CONVERSION AT OUR OPTION.  As more fully set forth in the certificate of
amendment, after one year we may require that the shares of Series C convertible
preferred stock be submitted for conversion.  We may only exercise this right if
the last reported sale price (as reported by Bloomberg)  for our Common Stock is
greater than $17.64125, among other conditions.

        REGISTRATION  OF  SHARES.  We are  obligated  by a  registration  rights
agreement to register the Common Stock issuable upon  conversion of the Series C
convertible  preferred  stock.  We are  required by this  agreement to initially
register  with the  Commission  the  resale of at least the  number of shares of
Common Stock equal to the product of

         (a)   2.0 and

         (b)   the number of initial registrable securities (without regard to
               any limitation on conversion).

        We are also required by the  registration  rights agreement to initially
register  with the  Commission  the  resale of at least the  number of shares of
Common Stock equal to the product of

         (a)   2.0 and

         (b)   the number of additional  registrable  securities (without regard
               to any  limitation  on  conversion)  as of the  date  immediately
               preceding the date the registration statement is initially filed.

        We filed the  registration  statement with respect to the initial shares
of Series C  convertible  preferred  stock on December 7, 2000, no later than 60
days after the initial  closing date, the initial filing  deadline,  and had the
registration  statement  declared  effective by the  Commission  on February 14,
2001,  no  later  than  120  days  after  the  initial   closing,   the  initial
effectiveness  deadline.  If the holder elects to purchase  additional shares of
Series C convertible  preferred stock, we have agreed to use our best efforts to
file the registration  statement with respect to the additional shares of Series
C  convertible  preferred  stock as soon as  possible  but no later than 30 days
after the additional  closing date and have the registration  statement declared
effective by the Commission no later than 120 days after the additional closing.

        If we are unable to have the  registration  statement  filed or declared
effective  in the time  required,  we shall pay to each  holder  of  registrable
securities an amount in cash per registrable  security held equal to the product
of

        (a)    $10,000 multiplied by

        (b)    the sum of

               (1)    .01, if the registration statement is not filed by the
                      initial filing deadline described above, plus

               (2)    .01, if the registration statement is not declared
                      effective by the initial effectiveness deadline described
                      above, plus

               (3)    the product of

                      (i)    .0005 multiplied by

                      (ii)   the sum of

                             (x)    the  number  of  days  after  the  scheduled
                                    filing date that such registration statement
                                    is not filed with the Commission, plus


                                       24

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                             (y)    the number of days after the scheduled
effective date that the registration statement is not declared effective by the
Commission, plus

                             (z)    the number of days that sales cannot be made
                                    pursuant to the registration statement after
                                    the registration statement has been declared
                                    effective by the Commission  (excluding days
                                    during any allowable  grace period set forth
                                    in the registration rights agreement).

        We have  agreed to  indemnify  the  holders  of  registrable  securities
against liabilities under the Securities Act in connection with the registration
of the  Common  Stock  issuable  upon  conversion  of the  Series C  convertible
preferred stock. To the extent any  indemnification  is prohibited or limited by
law, we have agreed to make the maximum contribution with respect to any amounts
for which we would otherwise be liable under the  registration  rights agreement
to the fullest extent permitted by law. The holders will similarly indemnify us.

        OTHER  TERMS.  The  transaction  documents  relating  to  the  Series  C
convertible   preferred   stock  contain  other   representations,   warranties,
agreements and indemnification obligations of Andrea. The operative agreements

        o      contain a right of first refusal in favor of the investors  which
               applies to certain of our private equity  financings for one year
               after the initial closing,

        o      restrict our ability to redeem, pay any cash dividends and make
               certain distributions on our Common Stock,

        o      limit our ability to issue any senior preferred stock, and

        o      prohibit us from entering into certain related party transactions
               except as set forth in the securities purchase agreement.

        The shares of Series C convertible  preferred  stock are also subject to
antidilution  provisions  which  are  triggered  in the event of  certain  stock
splits, recapitalizations,  or other dilutive transactions, as well as issuances
of Common Stock at a price below the conversion price in effect, or the issuance
of warrants,  options,  rights, or convertible securities which have an exercise
price or conversion price less than the conversion price, other than for certain
previously  outstanding securities and certain "excluded securities" (as defined
in the certificate of amendment).  In the event that we issue  securities in the
future  which have a  conversion  price or exercise  price which varies with the
market price and the terms of such variable  price are more  favorable  than the
conversion price in the Series C convertible preferred stock, the purchasers may
elect to substitute the more favorable variable price when making conversions of
the Series C convertible preferred stock.

        PLACEMENT  AGENT  COMPENSATION.  We and the purchaser each  acknowledges
that it has not engaged any placement  agent in connection  with the sale of the
Series C convertible preferred stock.

        USE OF PROCEEDS.  The net proceeds of the Series C convertible preferred
stock received by us have been and will continue to be used for working  capital
and  general  corporate  purposes,  including  the  expansion  of our  sales and
marketing  capabilities for the commercialization of our anti-noise products and
the expansion of our research and  development  activities.  We will not receive
any of the proceeds from the sale of Common Stock by the selling stockholder.

        INTERESTS  OF CERTAIN  PERSONS.  None of the  investors  in the Series C
convertible  preferred stock  transactions is a director,  executive  officer or
five percent or greater shareholder of us or is our affiliate.


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                              STOCKHOLDER DILUTION

        The  conversion of the B Preferred  Stock and the C Preferred  Stock may
result in substantial dilution to other shareholders of the Common Stock.

        The following table  illustrates the varying amounts of shares of Common
Stock that would be issuable upon conversion of all 283 outstanding  shares of B
Preferred  Stock  and all 750  outstanding  shares of C  Preferred  Stock at the
indicated  conversion  prices  (without regard to any limitation on conversion),
assuming  that all  additional  amounts  are paid cash.


                                                                  Percentage of
                        Assumed Number       Number of Shares      Outstanding
      Assumed              of Shares         Outstanding after        Common
 Conversion Price      Converted(1)(2)(3)   Assumed Conversion       Stock(4)
-------------------   -------------------   -------------------   --------------
      $0.50              20,660,000            36,163,886               57%
      $1.00              10,330,000            25,833,886               40%
      $1.44               7,173,611            22,677,497               32%
      $2.50               6,340,333            21,844,219               29%
      $3.50               6,016,905            21,520,791               28%
      $4.50               5,837,222            21,341,108               27%
      $5.50               5,722,879            21,226,765               27%
      $6.50               5,643,718            21,147,604               27%
      $7.50               5,585,667            21,089,553               26%
--------------------------------------------------------------------------------

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

(1) The calculation assumes that the conversion price of the Series B and Series
    C convertible  preferred stock are the same at the assumed conversion prices
    of $.50,  $1.00 and $1.44.  This  could  only  occur if the market  price of
    Andrea's Common Stock  declines,  and at a future reset date, the conversion
    price of the  Series C adjusts  to the then  prevailing  market  price  (the
    current fixed conversion price of the Series C is $1.44, and such conversion
    price is fixed unless adjusted downward at a future reset date).
(2) The calculation assumes that for any conversion of the Series B  convertible
    preferred stock when the prevailing market price is above $1.44, the  Series
    C would still be converted at its maximum conversion price of $1.44.
(3) The Series B and Series C holder is prohibited  from converting the Series C
    or Series B convertible  preferred  stock,  or from  exercising the warrants
    issued in connection with the Series B convertible preferred stock, if after
    giving  effect to such  conversion  it would  beneficially  own in excess of
    4.99% or, over the sixty day period  prior to the  conversion,  9.99% of the
    outstanding shares of our Common Stock following such conversion.
(4) Based on 15,503,866 shares of Common Stock outstanding as of September 7,
    2001.


     ADDITIONAL INFORMATION REGARDING THE TERMS OF THE SERIES B CONVERTIBLE
    PREFERRED STOCK AND WARRANTS AND THE SERIES C CONVERTIBLE PREFERRED STOCK

        Copies  of  the  relevant  documents  regarding  the  issuance  of the B
Preferred  Stock and the C Preferred  Stock were filed with the  Securities  and
Exchange  Commission as exhibits to Andrea's Reports on Form 8-K, dated June 22,
1999 and October 12, 2000,  respectively.  Shareholders desiring a more complete
understanding  of these  securities are urged to refer to such  disclosures  and
exhibits.

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        Andrea will furnish to any shareholder upon receipt of a written or oral
request,  copies of these  Reports  on Form  8-K,  including  exhibits,  without
charge, to the Corporate Secretary,  Andrea Electronics Corporation, 45 Melville
Park Road, Melville, New York 11747 (631) 719-1800.

        In connection  with Andrea's  issuance of the B Preferred  Stock and the
related warrant and the C Preferred Stock, Andrea filed registration  statements
on Form S-3 with the  Securities  and Exchange  Commission  on July 17, 1999, as
amended  September  13, 1999 and October 13, 1999,  and on December 7, 2000,  as
amended January 16, 2001, January 31, 2001 and February 14, 2001,  respectively.
Those registration statements relate to the resale of the shares of Common Stock
that are issuable upon conversion of the B Preferred Stock, and upon exercise of
the warrants, and upon conversion of the C Preferred Stock.

                           NEW YORK ANTI-TAKEOVER LAW

        We are also subject to provisions  of the New York Business  Corporation
Law  which  relate  to  certain  business   combinations   with  an  "interested
shareholder"  and  prohibit any person from making a takeover bid for a New York
corporation unless certain prescribed disclosure requirements are satisfied.

        Section 912 of the NYBCL provides,  with certain exceptions,  that a New
York corporation may not engage in a "business  combination,"  such as a merger,
consolidation,  recapitalization  or disposition of stock,  with any "interested
shareholder"  for a period of five years from the date that such  persons  first
became an interested shareholder unless:

        (a)    the  transaction  resulting  in a person  becoming an  interested
               shareholder,  or the  business  combination,  was approved by the
               board  of  directors  of the  corporation  prior  to that  person
               becoming an interested shareholder,

        (b)    the business combination is approved by the holders of a majority
               of the outstanding voting stock not beneficially owned by such
               interested shareholder, or

        (c)    the business combination meets certain valuation requirements for
               the stock of the New York corporation.

               An "interested shareholder" is defined as any person that

               (x)    is the beneficial owner of 20% or more of the outstanding
                      voting stock of a New York corporation or

               (y)    is an affiliate or  associate of the  corporation  that at
                      any time  during the prior  five years was the  beneficial
                      owner,  directly  or  indirectly,  of 20% or  more  of the
                      corporation's then outstanding voting stock.

        The provisions of Section 912 of the NYBCL apply if and for so long as a
New York  corporation has a class of securities  registered  under Section 12 of
the Exchange  Act, at least 25% of its total  employees  are employed  primarily
within New York,  or at least 250  employees are so employed and at least 10% of
our voting stock is owned beneficially by residents of the State of New York. We
expect to continue to meet one or more of these  tests and,  accordingly,  to be
subject to  Section  912 of the NYBCL.  Article  16 of the NYBCL  provides  that
persons  seeking to make  takeover  bids comply with  certain  registration  and
disclosure requirements.

                              PLAN OF DISTRIBUTION

        We are  registering  the shares of Common  Stock to permit the resale of
shares of Common  Stock by the  holder  from time to time after the date of this
prospectus. We will not receive any of the proceeds from the sale by the selling
stockholder  of the shares of Common  Stock.  We will bear all fees and expenses
incident to our

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obligation to register the shares of Common Stock.

        The selling  stockholders  may sell all or a portion of the Common Stock
beneficially  owned by them and  offered  hereby  from time to time  directly or
through one or more underwriters,  broker-dealers or agents. If the Common Stock
is sold through underwriters or broker-dealers,  the selling stockholder will be
responsible for  underwriting  discounts or commissions or agent's  commissions.
The Common Stock may be sold in one or more  transactions  at fixed  prices,  at
prevailing  market prices at the time of the sale, at varying prices  determined
at the time of sale,  or at  negotiated  prices.  These sales may be effected in
transactions, which may involve crosses or block transactions,

        o      on any national securities exchange or quotation service on which
               the securities may be listed or quoted at the time of sale,

        o      in the over-the-counter market,

        o      in transactions otherwise than on these exchanges or systems or
               in the over-the-counter market,

        o      through the writing of options, whether such options are listed
               on an options exchange or otherwise, or

        o      through short sales.

        If the selling  stockholder  effects such transactions by selling shares
of Common  Stock to or through  underwriters,  broker-dealers  or  agents,  such
underwriters,  broker-dealers  or agents may receive  commissions in the form of
discounts,   concessions  or  commissions   from  the  selling   stockholder  or
commissions  from purchasers of the shares of Common Stock for whom they may act
as agent or to whom they may sell as principal (which discounts,  concessions or
commissions as to particular  underwriters,  brokers-dealers or agents may be in
excess of those customary in the types of transactions  involved). In connection
with sales of the Common Stock or otherwise,  the selling  stockholder may enter
into hedging transactions with broker-dealers, which may in turn engage in short
sales of the Common Stock in the course of hedging in positions they assume. The
selling  stockholder  may also sell  shares of Common  Stock  short and  deliver
shares of Common Stock covered by this prospectus to close out short  positions,
provided  that the  short  sale is made  after  the  registration  statement  is
declared effective and a copy of this prospectus is delivered in connection with
the short sale. The selling stockholder may also loan or pledge shares of Common
Stock to broker-dealers that in turn may sell such shares.

        The selling  stockholder may pledge or grant a security interest in some
or all of the shares of Common  Stock owned by them and, if they  default in the
performance of their secured  obligations,  the pledgees or secured  parties may
offer and sell the  shares of Common  Stock  from time to time  pursuant  to the
prospectus.  The selling  stockholder also may transfer and donate the shares of
Common  Stock in other  circumstances  in which  case the  transferees,  donees,
pledgees or other successors in interest will be the selling  beneficial  owners
for purposes of the prospectus.

        The  selling  stockholder  and any  broker-dealer  participating  in the
distribution  of the shares of Common  Stock may be deemed to be  "underwriters"
within the meaning of the  Securities  Act,  and any  commissions  paid,  or any
discounts or concessions  allowed to any such  broker-dealer may be deemed to be
underwriting  commissions or discounts  under the Securities  Act. At the time a
particular  offering  of the  shares  of  Common  Stock  is made,  a  prospectus
supplement,  if required, will be distributed which will set forth the aggregate
amount of shares of Common  Stock being  offered and the terms of the  offering,
including  the name or names of any  broker-dealers  or agents,  any  discounts,
commissions  and  other  terms   constituting   compensation  from  the  selling
stockholder and any discounts,  commissions or concessions  allowed or reallowed
or paid to broker-dealers.

        Under the securities laws of some states, the shares of Common Stock may
be sold in such states only through  registered or licensed  brokers or dealers.


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        There can be no assurance that any selling  stockholder will sell any or
all of the shares of Common Stock registered  pursuant to the shelf registration
statement, of which this prospectus forms a part.

        The selling  stockholder and any other person  participating in sales of
shares pursuant to this  prospectus will be subject to applicable  provisions of
the  Exchange  Act and the  Exchange  Act's  rules and  regulations,  including,
without limitation, Regulation M of the Exchange Act, which may limit the timing
of  purchases  and sales of any of the  shares of  Common  Stock by the  selling
stockholder and any other participating  person.  Regulation M may also restrict
the  ability of any person  engaged  in a  distribution  of the shares of Common
Stock to engage in market-making activities with respect to the shares of Common
Stock. All of the foregoing may affect the marketability of the shares of Common
Stock and the  ability  of any  person  or  entity  to  engage in  market-making
activities with respect to the shares of Common Stock.

        We will pay all  expenses  of the  registration  of the shares of Common
Stock pursuant to the registration  rights agreement  estimated to be $45,000 in
total,  including,  without  limitation,  Commission filing fees and expenses of
compliance with state securities or "blue sky" laws; provided, however, that the
selling stockholder will pay all underwriting discounts and selling commissions,
if any.

        In  connection  with sales made  pursuant  to this  prospectus,  we will
indemnify  the  selling   stockholder   against   liabilities,   including  some
liabilities under the Securities Act, in accordance with the registration rights
agreement or the selling  stockholder will be entitled to contribution.  We will
be indemnified by the selling stockholder  against civil liabilities,  including
liabilities under the Securities Act that may arise from any written information
furnished to us by the selling stockholder for use in this prospectus or we will
be entitled to contribution.

        Once  sold  under  the  shelf  registration  statement,  of  which  this
prospectus  forms a part, the shares of Common Stock will be freely  tradable in
the hands of persons other than our affiliates.

        HFTP,  the selling  stockholder,  has advised us that it  purchased  the
Series C convertible preferred stock in the ordinary course of its business and,
at the time HFTP purchased the Series C convertible  preferred stock, it was not
a party to any agreement or other  understanding  to distribute the  securities,
directly or indirectly.

                                  LEGAL MATTERS

        Legal matters with respect to our Common Stock being offered hereby have
been  passed  upon  for  us by our  counsel,  Muldoon  Murphy  &  Faucette  LLP,
Washington, D.C.

                                     EXPERTS

        The   consolidated   financial   statements   and  schedules  of  Andrea
incorporated in this prospectus and  registration  statement by reference to our
annual report on Form 10-K have been audited by Arthur Andersen LLP, independent
public accountants,  as indicated in their reports with respect thereto, and are
incorporated by reference in reliance upon the authority of said firm as experts
in accounting and auditing.


                       WHERE YOU CAN FIND MORE INFORMATION

        We file annual,  quarterly and periodic  reports,  proxy  statements and
other  information  with  the  Securities  and  Exchange  Commission  using  the
Commission's  EDGAR system. You may inspect these documents and copy information
from them at the Commission's  public reference  facilities at 450 Fifth Street,
N.W.,  Washington,  D.C.  20549 or at the regional  offices of the Commission at
Citicorp Center, 500 West Madison Street,  Suite 1400,  Chicago,  Illinois 60661
and Seven World Trade Center,  Suite 1300, New York,  New York 10048.  Copies of
such

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material can be obtained at prescribed rates from the Public  Reference  Section
of the  Commission  at 450 Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The
Commission  maintains a Web site that contains  reports,  proxy and  information
statements and other information  regarding registrants that file electronically
with the Commission. The address of such site is http://www.sec.gov.

        We have filed a registration  statement with the Commission  relating to
the  offering  of  the  Common  Stock.  The  registration   statement   contains
information  which is not included in this  prospectus.  You may inspect or copy
the registration  statement at the Commission's  public reference  facilities or
its web site.

        We furnish our  stockholders  with  annual  reports  containing  audited
financial  statements  and with such other  periodic  reports as we from time to
time deem appropriate or as may be required by law.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

        We have  filed  the  following  documents  with the  Commission.  We are
incorporating  these documents in this  prospectus,  and they are a part of this
prospectus.

        (1)    Our annual report on Form 10-K for the fiscal year ended December
               31, 2000;

        (2)    Our quarterly reports on Form 10-Q for the quarters ended March
               31, 2001 and June 30, 2001;

        (3)    Our current report on Form 8-K dated June 6, 2001;

        (4)    Our current report on Form 8-K dated March 1, 2001; and

        (5)    The description of our Common Stock, par value $.50 per share,
               contained in

               (a)    our registration statement filed under the Exchange Act
                      of 1934, as amended, No. 1-4324, as declared effective on
                      February 28, 1967,

               (b)    Article Third of our Restated Certificate of Incorporation
                      filed as  Exhibit  3.1 to our  current  report on Form 8-K
                      dated  November 30, 1998 as amended by our  certificate of
                      Amendment  dated June 10, 1999 filed as Exhibit 3.1 to our
                      current  report  on Form 8-K  dated  June 18,  1999 and as
                      subsequently amended by our Certificate of Amendment dated
                      October 5, 2000 filed as Exhibit 3.1 to our Current Report
                      on Form 8-K dated October 12, 2000 and

               (c)    any subsequent amendment(s) or report(s) filed for the
                      purpose of updating such description.

        We are also  incorporating by reference in this prospectus all documents
which we file  pursuant  to Section  13(a),  13(c),  14 or 15 of the  Securities
Exchange  Act of 1934,  as  amended,  after  the date of this  prospectus.  Such
documents are  incorporated  by reference in this  prospectus  and are a part of
this prospectus from the date we file the documents with the Commission.

        If we file with the  Commission  any document that contains  information
that is different from the  information  contained in this  prospectus,  you may
rely  only  on the  most  recent  information  which  we  have  filed  with  the
Commission.

        We will provide a copy of the documents referred to above without charge
if you request  the  information  from us.  Requests  for such copies  should be
directed  to us  at  our  principal  executive  offices  at  Andrea  Electronics
Corporation,  45  Melville  Park Road,  Melville,  New York,  11747,  attention:
Secretary or (631) 719-1800.

        You should only rely on the  information  incorporated  by  reference or
provided in this prospectus or any supplement. We have not authorized any person
to provide you with any different information. If anyone provides

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you with different or  inconsistent  information  you should not rely on it. The
Common Stock is not being offered in any state where the offer is not permitted.
You should not assume that the  information in this prospectus or any supplement
is accurate as of any date other than the date on the front of this prospectus.

        The   information  in  this  prospectus  may  not  contain  all  of  the
information that may be important to you. You should read the entire prospectus,
as well as the documents  incorporated  by reference in the  prospectus,  before
making an investment decision.

        No dealer, salesman, or any other person has been authorized to give any
information or to make any  representations  other than those  contained in this
prospectus in connection  with the offering  herein  contained  and, if given or
made, such information or representations must not be relied upon as having been
authorized  by  us  or  the  selling  stockholders.  This  prospectus  does  not
constitute  an  offer  to  sell,  or a  solicitation  of an  offer  to buy,  the
securities  offered  hereby  in any  jurisdiction  to any  person  to whom it is
unlawful to make an offer or solicitation.

        Neither the  delivery  of this  prospectus  nor any sale made  hereunder
shall,  under any  circumstances,  create an implication  that there has been no
change in our affairs  since the date hereof or that any  information  contained
herein is correct as to any of the time subsequent to its date. However, we have
undertaken  to amend the  registration  statement of which this  prospectus is a
part to reflect any facts or events  arising  after the  effective  date thereof
which  individually  or in the aggregate  represent a fundamental  change in the
information set forth in the registration statement. It is anticipated, however,
that most updated  information  will be incorporated  herein by reference to our
reports  filed  under  the  securities  exchange  act of  1934.  See  "documents
incorporated by reference."

        All dealers  effecting  transactions in the Common Stock offered hereby,
whether or not participating in this distribution,  may be required to deliver a
prospectus.  This is in  addition  to the  obligation  of  dealers  to deliver a
prospectus  when  acting  as  underwriters  and with  respect  to  their  unsold
allotments or subscriptions.



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                                11,211,171 SHARES

                         ANDREA ELECTRONICS CORPORATION

                                  COMMON STOCK

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

                                   PROSPECTUS
                      ------------------------------------


                                 OCTOBER 5, 2001







                                       32