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                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549


                                  FORM 10-Q/A
                                AMENDMENT NO. 1

(Mark One)

( x )   QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
        EXCHANGE ACT OF 1934
        For the quarterly period ended June 30, 1996

                                      OR

(    )  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
        EXCHANGE ACT OF 1934 
        For the transition period from ____________ to_______________



                        Commission file number 1-4324
                                               ------

                        ANDREA ELECTRONICS CORPORATION       
                     ------------------------------------
            (Exact name of registrant as specified in its charter)

                  New York                             11-0482020    
           ---------------------                -------------------------
      (State or other jurisdiction of     (I.R.S. Employer Identification No.)
       incorporation or organization)

 11-40 45th Road, Long Island City, New York               11101  
 -------------------------------------------            -----------
  (Address of principal executive offices)               (Zip Code)

                             1-800-442-7787                          
            --------------------------------------------------------------
             (Registrant's telephone number, Including area code)



    Indicate by check mark whether the registrant: (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. 
Yes   X   No      
    ----     ----

    Indicate  the  number of  shares  outstanding  of each  of  the  issuer's
classes of common equity, as of the latest practicable date.  3,586,302.

Reason for Filing Form 10-Q/A (Amendment No. 1):

This Form 10-Q/A (Amendment No. 1) is being filed to refile Exhibit 10.1
originally filed with the Registrant's Report on Form 10-Q for the
quarterly period ended June 30, 1996 and for which confidential treatment
has been sought for certain portions thereof.


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                         PART II---OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits.

Exhibit
Number                     Description
-----                       ---------

4.1*     Securities Purchase Agreement, dated as of April 16, 1996,
         relating to the sale of the Registrant's 15% Convertible
         Subordinated Debentures due October 16, 1997 (with forms of Debenture
         and Registration Rights Agreement attached)

10.1**   Software License Bundling Agreement, dated as of March 29,
         1996 by and between Voxware, Inc. and the Registrant

11*      Computation of Fully Diluted Earnings Per Common Share

27*      Financial Data Schedule

--------------------
*        Previously filed.

**       The Registrant has requested confidential treatment of certain
         portions of this Agreement.

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                                  SIGNATURES

        In accordance  with the requirements of  Section 13 and  15(d) of the
Exchange Act, the Registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                      ANDREA  ELECTRONICS CORPORATION


    /s/ John N. Andrea         Co-President                   October 9, 1996
   ------------------------    
    John N. Andrea


    /s/ Patrick D. Pilch       Executive Vice President,      October 9, 1996
    -----------------------    and Chief Financial Officer
    Patrick D. Pilch 

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