UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549




FORM
10-Q/A




(Amendment
No. 1)




(Mark
One)




(X)
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
quarterly period ended September 30, 2008




OR




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




Commission
file number 1-4324









ANDREA
ELECTRONICS CORPORATION





(Exact
name of registrant as specified in its charter)






New
      York
                                      
                                      11-0482020(State
      or other jurisdiction of
                                        incorporation
      or organization)
                                      
                                      (I.R.S.
      employer identification no.)






65
      Orville Drive, Bohemia, New York
                                                
                                                11716(Address
      of principal executive offices)
                                                
                                                (Zip
      Code)






Registrant’s
      telephone number (including area code):
                                    631-719-1800




Indicate
by checkmark whether the registrant (1) has filed all reports required to by
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes _X_
No ___




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.  (Check one)






Large
      Accelerated Filer
                              o
                              Accelerated
      Filer
                              oNon-Accelerated
      Filer
                              o
                              Smaller
      Reporting Company
                              x(Do
      not check if a smaller reporting company)




Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act). Yes ___ No _X_




Indicate
the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:  As of November 10, 2008,
there were 60,406,945 common shares outstanding.









EXPLANATORY
NOTE





This
Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Quarterly
Report on Form 10-Q for the quarter ended September 30, 2008 of Andrea
Electronics Corporation (the “Company”), which was originally filed with the
Securities and Exchange Commission (the “SEC”) on November 14, 2008 (the
“Original Quarterly Report”).  This Amendment amends the disclosure in
Part II, Item 4, “Submissions of Matters to a Vote of Security
Holders” of the Original Quarterly Report to include the required disclosure
regarding the Company’s results of its Annual Meeting of Shareholders held on
August 8, 2008.





Except as
set forth above, this Amendment does not modify or update any other disclosures
presented in the Original Quarterly Report.  Except as specifically
set forth herein, this Amendment does not reflect events occurring after the
filing of the Original Quarterly Report or modify or update those disclosures,
including exhibits to the Original Quarterly Report affected by subsequent
events.  Accordingly, this Amendment should be read in conjunction
with our filings with the SEC subsequent to the filing of the Original Quarterly
Report, including any amendments to those filings.













ITEM
4.                      SUBMISSION
OF MATTERS TO A VOTE OF SECURITIES HOLDERS




On August
8, 2008, at the Annual Meeting of Shareholders of the Company, the shareholders
elected as directors of the Company for terms of one year, the following
individuals Douglas J. Andrea (48,372,199 shares for, 1,561,698 shares
withheld); Gary A. Jones (48,421,205 shares for, 1,512,692 shares withheld);
Louis Libin (48,407,099 shares for, 1,526,798 shares withheld); Joseph J.
Migliozzi (48,422,039 shares for, 1,511,858 shares withheld); Jonathan D. Spaet
(48,424,049 shares for, 1,509,848 shares withheld).  In addition, the
shareholders ratified the selection of Marcum & Kliegman LLP as the
Company's independent accountants for the year ended December 31, 2008
(49,331,339 shares for, 490,410 shares against, and 112,148 shares
abstained).  There were no broker non-votes for either
proposal.




ITEM
6.                      EXHIBITS




a)
            Exhibits




Exhibit
31 – Rule 13a-14(a)/15d-14(a) Certifications*





* Filed
herewith





SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.






ANDREA
      ELECTRONICS CORPORATIONBy:
                          /s/    DOUGLAS J.
      ANDREAName:Douglas J.
      AndreaTitle:Chairman of the Board,
      President, Chief
                            Executive Officer and Corporate
      SecretaryDate:
      March 28, 2009












2