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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-QSB



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(Mark One)

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



for the quarterly period ended March 31, 2005



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
|- | ----------------------------------------------------------------------------------------------------------



for the transition period from
 to



Commission file number 1-4324



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ANDREA ELECTRONICS CORPORATION

(Exact name of small business issuer as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|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)                          



Issuers
telephone number, including area code: 631-719-1800



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Check whether the issuer (1) filed all reports required to by filed by Section 13 or 15(d) of the Exchange Act during the past 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:

As of May 13, 2005, there are 57,883,575 common shares outstanding.



Transitional Small Business Disclosure format (check one)    Yes ̈No  x



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PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



ANDREA ELECTRONICS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                          |  |                |             |   |                  |   |             |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ----------- | - | ---------------- | - | ----------- | -
|                                                                                                                                                          |  | March 31, 2005 |             |   | December 31,2004 |  
|                                                                                                                                                          |  | (unaudited)    |             |   | (audited)        |  
|ASSETS                                                                                                                                                    |  |                |             |   |                  |   |             |  
|Current Assets                                                                                                                                            |  |                |             |   |                  |   |             |  
|Cash and cash equivalents                                                                                                                                 |  | $              | 421,293     |   |                  | $ | 826,910     |  
|Accounts receivable, net of allowance for doubtful accounts of $23,481 and $23,630, respectively                                                          |  |                | 427,926     |   |                  |   | 689,130     |  
|Inventories, net                                                                                                                                          |  |                | 890,513     |   |                  |   | 915,905     |  
|Prepaid expenses and other current assets                                                                                                                 |  |                | 381,272     |   |                  |   | 322,367     |  
|                                                                                                                                                          |  |                |             |   |                  |   |             |  
|Total current assets                                                                                                                                      |  |                | 2,121,004   |   |                  |   | 2,754,312   |  
|                                                                                                                                                          |  |               
|Property and equipment, net                                                                                                                               |  |                | 34,346      |   |                  |   | 114,538     |  
|Intangible assets, net                                                                                                                                    |  |                | 4,228,996   |   |                  |   | 4,345,346   |  
|Other assets, net                                                                                                                                         |  |                | 166,698     |   |                  |   | 187,783     |  
|                                                                                                                                                          |  |                |             |   |                  |   |             |  
|Total assets                                                                                                                                              |  | $              | 6,551,044   |   |                  | $ | 7,401,979   |  
|                                                                                                                                                          |  |                |             |   |                  |   |             |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                      |  |                |             |   |                  |   |             |  
|Current Liabilities:                                                                                                                                      |  |                |             |   |                  |   |             |  
|Trade accounts payable                                                                                                                                    |  | $              | 478,545     |   |                  | $ | 235,084     |  
|Deferred revenue                                                                                                                                          |  |                | 304,841     |   |                  |   | 713,284     |  
|Other current liabilities                                                                                                                                 |  |                | 468,148     |   |                  |   | 580,220     |  
|                                                                                                                                                          |  |                |             |   |                  |   |             |  
|Total current liabilities                                                                                                                                 |  |                | 1,251,534   |   |                  |   | 1,528,588   |  
|                                                                                                                                                          |  |               
|Other liabilities                                                                                                                                         |  |                |            |   |                  |   | 344,324     |  
|                                                                                                                                                          |  |                |             |   |                  |   |             |  
|Total liabilities                                                                                                                                         |  |                | 1,251,534   |   |                  |   | 1,872,912   |  
|                                                                                                                                                          |  |                |             |   |                  |   |             |  
|Commitments and contingencies                                                                                                                             |  |                |             |   |                  |   |             |  
|                                                                                                                                                          |  |               
|Shareholders equity                                                                                                                                      |  |                |             |   |                  |   |             |  
|Preferred stock, $.01 par value; authorized: 2,497,500 shares; none issued and outstanding                                                                |  |                |            |   |                  |   |            |  
|Series C Convertible Preferred Stock, net, $.01 par value; authorized: 1,500 shares; issued and outstanding: 106 shares; liquidation value:
$2,471,256    |  |                | 1           |   |                  |   | 1           |  
|Series D Convertible Preferred Stock, net, $.01 par value; authorized: 2,500,000 shares; issued and outstanding: 1,328,572; liquidation value:
$1,328,572 |  |                | 13,286      |   |                  |   | 13,286      |  
|Common stock, $.01 par value; authorized: 200,000,000 shares; issued and outstanding: 57,883,575                                                          |  |                | 578,836     |   |                  |   | 578,836     |  
|Additional paid-in capital                                                                                                                                |  |                | 76,241,536  |   |                  |   | 76,241,536  |  
|Deferred stock compensation                                                                                                                               |  |                | (2,500      | ) |                  |   | (10,000     | )
|Accumulated deficit                                                                                                                                       |  |                | (71,531,649 | ) |                  |   | (71,294,592 | )
|                                                                                                                                                          |  |                |             |   |                  |   |             |  
|Total shareholders equity                                                                                                                                |  |                | 5,299,510   |   |                  |   | 5,529,067   |  
|                                                                                                                                                          |  |                |             |   |                  |   |             |  
|Total liabilities and shareholders equity                                                                                                                |  | $              | 6,551,044   |   |                  | $ | 7,401,979   |  
|                                                                                                                                                          |  |                |             |   |                  |   |             |  



See Notes to Condensed
Consolidated Financial Statements





2



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ANDREA ELECTRONICS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)



|                                                                         |  |                            |            |   |                |   |            |  
|------------------------------------------------------------------------ |  | -------------------------- | ---------- | - | -------------- | - | ---------- | -
|                                                                         |  | For the Three Months Ended |           
|                                                                         |  | March 31, 2005             |            |   | March 31, 2004 |  
|Revenues                                                                 |  |                            |            |   |                |   |            |  
|Product revenues                                                         |  | $                          | 833,166    |   |                | $ | 927,652    |  
|License revenues                                                         |  |                            | 408,443    |   |                |   | 416,670    |  
|                                                                         |  |                            |            |   |                |   |            |  
|Revenues                                                                 |  |                            | 1,241,609  |   |                |   | 1,344,322  |  
|Sales returns recovery  restructuring                                   |  |                            |           |   |                |   | 215,325    |  
|                                                                         |  |                            |            |   |                |   |            |  
|Net revenues                                                             |  |                            | 1,241,609  |   |                |   | 1,559,647  |  
|Cost of revenues                                                         |  |                            | 462,986    |   |                |   | 692,129    |  
|                                                                         |  |                            |            |   |                |   |            |  
|Gross margin                                                             |  |                            | 778,623    |   |                |   | 867,518    |  
|Research and development expenses                                        |  |                            | 204,324    |   |                |   | 399,467    |  
|General, administrative and selling expenses                             |  |                            | 760,770    |   |                |   | 1,080,360  |  
|                                                                         |  |                            |            |   |                |   |            |  
|Loss from operations                                                     |  |                            | (186,471   | ) |                |   | (612,309   | )
|                                                                         |  |                            |            |   |                |   |            |  
|Other (expense) income                                                   |  |                            |            |   |                |   |            |  
|Interest income, net                                                     |  |                            | 2,253      |   |                |   | 1,350      |  
|Loss on disposal of property and equipment, net                          |  |                            | (52,839    | ) |                |   |           |  
|                                                                         |  |                            |            |   |                |   |            |  
|Rent and miscellaneous income                                            |  |                            |           |   |                |   | 77,472     |  
|                                                                         |  |                            |            |   |                |   |            |  
|Other (expense) income                                                   |  |                            | (50,586    | ) |                |   | 78,822     |  
|                                                                         |  |                            |            |   |                |   |            |  
|Net loss                                                                 |  | $                          | (237,057   | ) |                | $ | (533,487   | )
|                                                                         |  |                            |            |   |                |   |            |  
|Basic and diluted loss per share:                                        |  |                            |            |   |                |   |            |  
|Numerator for loss per share:                                            |  |                            |            |   |                |   |            |  
|Net loss                                                                 |  | $                          | (237,057   | ) |                | $ | (533,487   | )
|Series C Redeemable Convertible Preferred Stock dividends                |  |                            |           |   |                |   | 45,518     |  
|Series C Convertible Preferred Stock deemed dividend                     |  |                            |           |   |                |   | 469,465    |  
|Series D Convertible Preferred Stock beneficial conversion feature       |  |                            |           |   |                |   | 753,012    |  
|                                                                         |  |                            |            |   |                |   |            |  
|Net loss attributable to common shareholders  basic and diluted         |  | $                          | (237,057   | ) |                | $ | (1,801,482 | )
|                                                                         |  |                            |            |   |                |   |            |  
|Denominator for loss per share:                                          |  |                            |            |   |                |   |            |  
|Basic and diluted weighted average shares                                |  |                            | 57,883,575 |   |                |   | 35,008,088 |  
|                                                                         |  |                            |            |   |                |   |            |  
|Basic and diluted net loss attributable to common shareholders per share |  | $                          | (.00       | ) |                | $ | (.05       | )
|                                                                         |  |                            |            |   |                |   |            |  



See Notes to Condensed
Consolidated Financial Statements.





3



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ANDREA ELECTRONICS CORPORATION AND SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2005

(UNAUDITED)



|                                            |  |                                              |  |                                   |   |                                              |           |                                   |   |                                 |  |              |  |                            |         |                             |   |            |                     |   |         |                            |  |   |             |   |  |   |           |  
|------------------------------------------- |  | -------------------------------------------- |  | --------------------------------- | - | -------------------------------------------- | --------- | --------------------------------- | - | ------------------------------- |  | ------------ |  | -------------------------- | ------- | --------------------------- | - | ---------- | ------------------- | - | ------- | -------------------------- |  | - | ----------- | - |  | - | --------- | -
|                                            |  | Series CConvertiblePreferredStockOutstanding |  | Series CConvertiblePreferredStock |   | Series DConvertiblePreferredStockOutstanding |           | Series DConvertiblePreferredStock |   | Common Stock Shares Outstanding |  | Common Stock |  | Additional Paid-In Capital |         | DeferredStock Compen-sation |   |            | Accumulated Deficit |   |         | Total Shareholders Equity | 
|Balance, January 1, 2005                    |  | 105.701477                                   |  | $                                 | 1 |                                              | 1,328,572 |                                   | $ | 13,286                          |  | 57,883,575   |  | $                          | 578,836 |                             | $ | 76,241,536 |                     | $ | (10,000 | )                          |  | $ | (71,294,592 | ) |  | $ | 5,529,067 |  
|Amortization of Deferred Stock compensation |  |                                             |  |                                   |  |                                              |          |                                   |   |                                |  |             |  |                            |        |                             |   |           |                     |   | 7,500   |                            |  |   |            |   |  |   | 7,500     |  
|Net loss                                    |  |                                             |  |                                   |  |                                              |          |                                   |   |                                |  |             |  |                            |        |                             |   |           |                     |   |        |                            |  |   | (237,057    | ) |  |   | (237,057  | )
|                                            |  |                                              |  |                                   |   |                                              |           |                                   |   |                                 |  |              |  |                            |         |                             |   |            |                     |   |         |                            |  |   |             |   |  |   |           |  
|Balance, March 31, 2005                     |  | 105.701477                                   |  | $                                 | 1 |                                              | 1,328,572 |                                   | $ | 13,286                          |  | 57,883,575   |  | $                          | 578,836 |                             | $ | 76,241,536 |                     | $ | (2,500  | )                          |  | $ | (71,531,649 | ) |  | $ | 5,299,510 |  
|                                            |  |                                              |  |                                   |   |                                              |           |                                   |   |                                 |  |              |  |                            |         |                             |   |            |                     |   |         |                            |  |   |             |   |  |   |           |  



See Notes to Condensed
Consolidated Financial Statements.



4



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ANDREA ELECTRONICS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)



|                                                                                                      |  |                            |          |   |                |   |            |  
|----------------------------------------------------------------------------------------------------- |  | -------------------------- | -------- | - | -------------- | - | ---------- | -
|                                                                                                      |  | For the Three Months Ended |         
|                                                                                                      |  | March 31, 2005             |          |   | March 31, 2004 |  
|Cash flows from operating activities:                                                                 |  |                            |          |   |                |   |            |  
|Loss from continuing operations                                                                       |  | $                          | (237,057 | ) |                | $ | (533,487   | )
|Adjustments to reconcile net loss to net cash used in continuing operations:                          |  |                            |          |   |                |   |            |  
|Depreciation and amortization                                                                         |  |                            | 135,808  |   |                |   | 149,771    |  
|Non-cash stock compensation expense                                                                   |  |                            | 7,500    |   |                |   | 2,673      |  
|Provision for bad debt                                                                                |  |                            | (149     | ) |                |   | (15,293    | )
|Inventory reserve                                                                                     |  |                            | (191,616 | ) |                |   | (46,421    | )
|Loss on disposal of property and equipment, net                                                       |  |                            | 52,839   |   |                |   |           |  
|Expense related to Common Stock Warrant issued in connection with the Series C Preferred Stock        |  |                            |         |   |                |   | 62,221     |  
|                                                                                                      |  |                           
|Change in:                                                                                            |  |                            |          |   |                |   |            |  
|Accounts receivable                                                                                   |  |                            | 261,353  |   |                |   | 135,487    |  
|Inventories                                                                                           |  |                            | 217,008  |   |                |   | 214,711    |  
|Prepaid expenses and other current assets                                                             |  |                            | (58,905  | ) |                |   | (68,583    | )
|Other assets, net                                                                                     |  |                            | 21,085   |   |                |   | 2,955      |  
|Trade accounts payable                                                                                |  |                            | 243,461  |   |                |   | (380,363   | )
|Accrued restructuring charges                                                                         |  |                            |         |   |                |   | (238,391   | )
|Deferred revenue                                                                                      |  |                            | (408,443 | ) |                |   | (416,670   | )
|Other current and long term liabilities                                                               |  |                            | (456,396 | ) |                |   | (146,139   | )
|                                                                                                      |  |                            |          |   |                |   |            |  
|Net cash used in operating activities                                                                 |  |                            | (413,512 | ) |                |   | (1,277,529 | )
|                                                                                                      |  |                            |          |   |                |   |            |  
|Cash flows from investing activities:                                                                 |  |                            |          |   |                |   |            |  
|Principal payments received on note receivable from sale of Aircraft Communications Products Division |  |                            |         |   |                |   | 354,986    |  
|Proceeds from sale of property and equipment                                                          |  |                            | 9,000    |   |                |   |           |  
|Patents and trademarks                                                                                |  |                            | (1,105   | ) |                |   | (2,064     | )
|                                                                                                      |  |                            |          |   |                |   |            |  
|Net cash provided by investing activities                                                             |  |                            | 7,895    |   |                |   | 352,922    |  
|                                                                                                      |  |                            |          |   |                |   |            |  
|Cash flows from financing activities:                                                                 |  |                            |          |   |                |   |            |  
|Issuance of Common Stock                                                                              |  |                            |         |   |                |   | 25         |  
|Net Proceeds from the issuance of the Series D Convertible Preferred Stock                            |  |                            |         |   |                |   | 992,859    |  
|Payment of debt obligations                                                                           |  |                            |         |   |                |   | (5,122     | )
|                                                                                                      |  |                            |          |   |                |   |            |  
|Net cash provided by financing activities                                                             |  |                            |         |   |                |   | 987,762    |  
|                                                                                                      |  |                            |          |   |                |   |            |  
|Net (decrease) increase in cash and cash equivalents                                                  |  |                            | (405,617 | ) |                |   | 63,155     |  
|                                                                                                      |  |                           
|Cash and cash equivalents, beginning of period                                                        |  |                            | 826,910  |   |                |   | 1,725,041  |  
|                                                                                                      |  |                            |          |   |                |   |            |  
|Cash and cash equivalents, end of period                                                              |  | $                          | 421,293  |   |                | $ | 1,788,196  |  
|                                                                                                      |  |                            |          |   |                |   |            |  
|Supplemental disclosures of cash flow information:                                                    |  |                            |          |   |                |   |            |  
|Non-cash investing and financing activities:                                                          |  |                            |          |   |                |   |            |  
|Deemed dividend attributable to Series C Convertible Preferred Stock                                  |  | $                          |         |   |                | $ | 469,465    |  
|                                                                                                      |  |                            |          |   |                |   |            |  
|Beneficial conversion charge attributable to Series D Convertible Preferred Stock                     |  | $                          |         |   |                | $ | 753,012    |  
|                                                                                                      |  |                            |          |   |                |   |            |  
|Conversion of Series C Redeemable Convertible Preferred Stock into common stock                       |  | $                          |         |   |                | $ | 1,197,140  |  
|                                                                                                      |  |                            |          |   |                |   |            |  



See Notes to Condensed
Consolidated Financial Statements.



5



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ANDREA ELECTRONICS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



Note 1. Basis of Presentation and Management Liquidity
Plans



Basis of Presentation - The accompanying condensed
consolidated financial statements include the accounts of Andrea Electronics Corporation and its subsidiaries (Andrea). All intercompany balances and transactions have been eliminated in consolidation.



These unaudited, condensed consolidated financial statements have been prepared in accordance
with accounting principles generally accepting in the United States of America for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the fiscal year. For further information, refer to the consolidated financial statements and accompanying footnotes
included in Andreas annual report on Form 10-KSB for the year ended December 31, 2004.



Managements Liquidity Plans - As of March 31, 2005, Andrea had working capital of $869,470 and cash on hand of $421,293. Andrea incurred a loss from operations of $186,471 for the quarter ended March 31,
2005. Andrea plans to continue to improve its cash flows during 2005 by continuing to implement reductions of administrative overhead expenses where necessary and feasible as well as placing heightened emphasis on its sales and marketing efforts.



As of May 13, 2005, Andrea has approximately $250,000 (unaudited) of cash.
Management believes that Andrea has sufficient liquidity available to operate through at least March 2006.



While Andrea continues to explore opportunities to increase sales in new business areas, the Company is also examining additional opportunities for cost reduction and further diversification of our business. In the
first quarter of 2005, Andrea has made significant changes in its facilities (See Note 6). By assigning our lease in Melville and entering into our new lease in Bohemia, the closing of Andreas facility in Israel, the movement of the
Companys facility in Utah and other related operational expense reductions, effective April 2005, Andrea will have reduced its annual cash expenses by approximately $1.1 million. Although the Company is improving cash flows by reducing overall
expenses, to the extent that the Companys revenues decline or remain flat, additional liquidity might be required. Accordingly, if Andrea fails to develop additional revenues from sales of its products to generate adequate funding from
operations, or if Andrea fails to obtain additional financing through a capital transaction or other type of financing, Andrea will be required to continue to significantly reduce its operating expenses and/or operations or Andrea may have to
relinquish its products, technologies or markets which could have a materially adverse effect on revenue and operations. Andrea has no commitment for additional financing and may experience difficulty in obtaining additional financing on favorable
terms, if at all.



Note 2. Summary of Significant Accounting Policies



Management Estimates - The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and
liabilities and the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.



Among other things, estimates are used in accounting for allowances for bad debts, inventory obsolescence, restructuring reserves, product warranty, depreciation,
deferred income taxes, expected realizable values for assets (primarily goodwill and intangible assets), contingencies, revenue recognition as well as the recording and presentation of our convertible preferred stock. Estimates and assumptions are
periodically reviewed and the effects of any material revisions are reflected in the condensed consolidated financial statements in the period that they are determined to be necessary. Actual results could differ from those estimates and
assumptions.



Revenue Recognition - Non software-related revenue, which
is generally comprised of microphones and microphone connectivity product revenues, is recognized when title and risk of loss pass to the customer, which is generally upon shipment. With respect to licensing revenues, Andrea recognizes revenue in
accordance with Statement of Position (SOP) 97-2, Software Revenue Recognition, as amended, and Staff Accounting Bulletin Topic 13 Revenue Recognition. License revenue is recognized based on the terms and
conditions of individual contracts. In addition, fee based services, which are short-term in nature, are generally performed on a time-and-material basis under separate service arrangements and the corresponding revenue is generally recognized as
the services are performed.



Loss Per Share - Basic loss per share is
computed by dividing the net loss applicable to common shares by the weighted average number of common shares outstanding during the period. Diluted loss attributable to common shares adjusts basic loss per share for the effects of convertible
securities, stock options and other potentially dilutive financial instruments, only in the periods in which such effect is dilutive. The shares issuable upon the exercise of stock options, warrants and convertible preferred stock are excluded from
the calculation of net loss per share as their effect would be antidilutive.



6



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Securities that could potentially dilute basic earnings per share (EPS) in the future that were not included
in the computation of the diluted EPS because to do so would have been anti-dilutive for the periods presented, consist of the following:



Total potential common shares as of March 31, 2005:

|                                                                   |  |           
|------------------------------------------------------------------ |  | ----------
|                                                                   | 
|Options to purchase common stock                                   |  | 2,832,500 
|Series C Convertible Preferred Stock and related accrued dividends |  | 4,836,010 
|Series D Convertible Preferred Stock and related Warrants (Note 4) |  | 10,472,632
|                                                                   |  |           
|Total potential common shares as of March 31, 2005                 |  | 18,141,142
|                                                                   |  |           



Stock-Based Compensation - At
March 31, 2005, Andrea had two stock-based employee compensation plans. In accordance with Statement of Financial Accounting Standards (SFAS) No. 148, Accounting for Stock-Based CompensationTransition and Disclosure,
which amended SFAS No. 123, Accounting for Stock-Based Compensation, Andrea has elected to continue to follow the intrinsic value method in accounting for its stock-based employee compensation arrangements as defined by Accounting
Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and Financial Accounting Standards Board (FASB) Interpretation No. (FIN) 44, Accounting for Certain Transactions
Involving Stock Compensation. No compensation expense has been recognized for options granted to employees, as all options granted under those plans have an exercise price equal to the market value of the underlying common stock on the date of
grant. As discussed below SFAS No. 123R, Share Base Payment will require the Company to expense stock options based on the grant date fair value in its financial statements. The effect of expensing stock options on the Companys
results of operations using the Black-Scholes option-pricing model is presented in the following pro forma table:



|                                                                                                 |  |                                     |          |   |      |   |            |  
|------------------------------------------------------------------------------------------------ |  | ----------------------------------- | -------- | - | ---- | - | ---------- | -
|                                                                                                 |  | For the Three Months EndedMarch 31, |         
|                                                                                                 |  | 2005                                |          |   | 2004 |  
|Net loss attributable to common shareholders as reported                                         |  | $                                   | (237,057 | ) |      | $ | (1,801,482 | )
|Deduct: Total stock-based employee compensation expense determined under fair value-based method |  |                                     | 9,349    |   |      |   | 25,363     |  
|                                                                                                 |  |                                     |          |   |      |   |            |  
|Pro forma net loss attributable to common shareholders                                           |  | $                                   | (246,406 | ) |      | $ | (1,826,845 | )
|                                                                                                 |  |                                     |          |   |      |   |            |  
|Basic and diluted net loss attributable to common shareholders per share as reported             |  | $                                   | (.00     | ) |      | $ | (.05       | )
|                                                                                                 |  |                                     |          |   |      |   |            |  
|Basic and diluted pro forma net loss attributable to common shareholders per share               |  | $                                   | (.00     | ) |      | $ | (.05       | )
|                                                                                                 |  |                                     |          |   |      |   |            |  



There were no stock options granted
during the three month periods ended March 31, 2005 or March 31, 2004.



Cash
and Cash Equivalents - Cash and cash equivalents include cash and highly liquid investments with original maturities of three months or less. Andrea has cash deposits in excess of the maximum amounts insured by FDIC at March 31, 2005 and 2004.



Concentration of Credit Risk - Andrea is a manufacturer of audio
communications equipment for several industries. Revenues related to the recognition of the deferred revenue as well as other service related revenues to one customer were approximately 39% and 33% of the total net revenues for the three months
ended March 31, 2005 and 2004, respectively and accounted for 13% of total accounts receivable at March 31, 2005.



During the three months ended March 31, 2005 and 2004, Andrea purchased a substantial portion of its finished goods from two suppliers. Purchases from these two suppliers
amounted to 48% and 35% for the three months ended March 31, 2005 and 63% and 6% for the three months ended March 31, 2004, of total purchases. At March 31, 2005, the amounts due to these suppliers in accounts payable were $242,107 and $429,
respectively.



Allowance for Doubtful Accounts - The allowance for
doubtful accounts reflects managements best estimate of probable losses inherent in the account receivable balance. Management determines the allowance based on known troubled accounts, historical experience, and other currently available
evidence.



7



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Inventories - Inventories are stated at the lower of cost (on a first-in, first-out) or market basis.



|                               |  |                |           |   |                  |   |           |  
|------------------------------ |  | -------------- | --------- | - | ---------------- | - | --------- | -
|                               |  | March 31, 2005 |           |   | December 31,2004 |  
|                               |  | (unaudited)    |           |   | (audited)        |  
|Raw materials                  |  | $              | 222,523   |   |                  | $ | 416,894   |  
|Work-in-process                |  |                | 16,515    |   |                  |   | 17,224    |  
|Finished goods                 |  |                | 1,262,370 |   |                  |   | 1,284,298 |  
|                               |  |                |           |   |                  |   |           |  
|                               |  |                | 1,501,408 |   |                  |   | 1,718,416 |  
|                               |  |               
|Less: reserve for obsolescence |  |                | (610,895  | ) |                  |   | (802,511  | )
|                               |  |                |           |   |                  |   |           |  
|                               |  | $              | 890,513   |   |                  | $ | 915,905   |  
|                               |  |                |           |   |                  |   |           |  



Intangible and Long-Lived
Assets



Andrea accounts for its long-lived assets in accordance with SFAS
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets for purposes of determining and measuring impairment of its long-lived assets (primarily intangible assets) other than goodwill. Andreas policy is to
periodically review the value assigned to its long-lived assets to determine if they have been permanently impaired by adverse conditions which may affect Andrea. If Andrea identifies a permanent impairment such that the carrying amount of
Andreas long lived assets are not recoverable using the sum of an undiscounted cash flow projection (gross margin dollars from product sales), a new cost basis for the impaired asset will be established. This new cost basis will be net of any
recorded impairment.



In 2004 because the revenues from the Andrea DSP
Microphone and Audio Software Products business segment were lower than expected and this business segment was still operating at a loss, Andrea obtained the assistance of an independent appraiser to test for impairment. Management compared the sum
of Andreas undiscounted cash flow projections (gross margin dollars from product sales) of the Andrea DSP Microphone and Audio Software core technology to the carrying value of that technology. The results of this test indicated that there was
not an impairment. However, this process utilized probability weighted undiscounted cash flow projections which include a significant amount of managements judgment and estimates as to future revenue. If these probability weighted projections
do not come to fruition, the Company could be required to record an impairment charge in the near term and such impairment could be material.



Andrea amortizes its core technology, patents and trademarks on a straight-line basis over the estimated useful lives of its intangible assets that range from 15 to 17
years. For the three-month periods ended March 31, 2005 and 2004, amortization expense was $117,455 and $117,338, respectively.



Note 3. Series C Redeemable Convertible Preferred Stock



On October 10, 2000, Andrea issued and sold in a private placement $7,500,000 of Series C Redeemable Convertible Preferred Stock (the Series C Preferred
Stock). As of December 31, 2003, there were 677.187593 shares of Series C Preferred Stock outstanding, which was recorded net of the unaccreted present value of the transaction costs of $79,273. Each of these shares of Series C Preferred Stock
had a stated value of $10,000 plus a 5% per annum increase in the stated value, which sum was convertible into Common Stock at a conversion price of $0.30. This conversion price was subject to change based on various events, including the
announcement of a major transaction or upon certain triggering events. In addition, upon announcement of a major transaction or upon certain triggering events, as defined, the investors had the right to require Andrea to redeem all or a portion of
the investors Series C Preferred Stock at a defined redemption price. If Andrea were unable to effect such redemption, the Company would be subject to additional penalties. Due to these redemption features, the Series C Preferred Stock was
presented outside of shareholders equity (deficit) in the accompanying condensed consolidated balance sheets at December 31, 2003.



On February 17, 2004, Andrea announced that it had entered into an Exchange and Termination Agreement and an Acknowledgment and Waiver Agreement and that certain third
party investors (the Series C Investors) had purchased 582.887593 shares of the Series C Preferred Stock from the original holder of such Series C Preferred Stock (the Existing C Holder). Pursuant to the Exchange and
Termination Agreement, the Existing C Holder would exchange 46.3 shares of the Series C Preferred Stock, together with related accrued dividends of $77,378, in exchange for 1.8 million shares of Common Stock and cease to own any of the Series C
Preferred Stock. In the Acknowledgment and Waiver Agreement between Andrea and the Series C Investors, the terms of the Series C Preferred Stock would effectively be revised, which among other things would: (i) eliminate the holders security
interest in Andreas assets; (ii) eliminate any right of holders of the Series C Preferred Stock to require a redemption of the Series C Preferred Stock, with two limited exceptions which are within Andreas control; (iii) eliminate the
future increases, based on a rate of 5% per year of the Stated Value of the unconverted balance of the Series C Preferred Stock, of the shares of Common Stock issuable upon conversion of



8



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Series C Preferred Stock; and (iv) eliminate an existing election by a holder of Series C Preferred Stock to utilize a lower market price as the conversion
price and reset the conversion price of the Series C Preferred Stock to $0.2551 per share of Common Stock from the existing $0.30 per share.



As a result of the Acknowledgement and Waiver Agreement, the Series C Preferred Stock was presented as part of shareholders equity in the accompanying condensed
consolidated balance sheet for the year ended December 31, 2004. Additionally, unaccreted Series C Preferred Stock transaction costs of $72,231 were charged as a reduction to additional paid-in capital. In addition, during the three-month period
ended March 31, 2004, Andrea recorded a non-cash deemed dividend of $469,465, which represents a pro-rata portion of the consideration resulting from the reduction of the conversion price of Series C Preferred Stock.



Knightsbridge Capital served as a financial advisor to Andrea in connection with the
aforementioned transactions and the initial issuance of the Series D Preferred Stock and related warrants. In connection with the transactions related to the Series C Preferred Stock and the initial issuance of the Series D Preferred Stock, Andrea
agreed to pay Knightsbridge Capital $300,000 in cash and to issue warrants exercisable for an aggregate of 377,094 shares of Common Stock. The warrants are exercisable at any time after six months and before February 23, 2009 at an exercise price of
$0.38 per share. Andrea allocated fifty percent of these transactions costs to each of the Series C Preferred Stock and the Series D Preferred Stock. As such, $150,000 of the $300,000 payment to Knightsbridge Capital and $62,221 of the $124,442
expense related to the issuance of the warrants and other legal and transaction costs of $101,903 were included in general, administrative and selling expenses for the period ended March 31, 2004.



As of March 31, 2005, there were 105.701477 shares of Series C Preferred Stock outstanding,
which were convertible into 4,836,010 shares of Common Stock and accrued dividends of $176,652.



Note 4. Series D Redeemable Convertible Preferred Stock



On February 17, 2004, Andrea entered into a Securities Purchase Agreement with the Series C Investors and other investors (collectively, the Buyers) pursuant to which the Buyers agreed to invest a total of
$2,500,000. In connection with this agreement, on February 23, 2004, the Buyers purchased, for a purchase price of $1,250,000, an aggregate of 1,250,000 shares of a new class of preferred stock, the Series D Preferred Stock, convertible into
5,000,000 shares of Common Stock (an effective conversion price of $0.25 per share) and Common Stock warrants exercisable for an aggregate of 2,500,000 shares of Common Stock. The warrants are exercisable at any time after six months and before
February 23, 2009 at an exercise price of $0.38 per share.



In addition, on
June 4, 2004, the Buyers purchased for an additional $1,250,000, an additional 1,250,000 shares of Series D Preferred Stock convertible into 5,000,000 shares of Common Stock (an effective conversion price of $0.25 per share) and Common Stock
warrants exercisable for an aggregate of 2,500,000 shares of Common Stock. The warrants are exercisable at any time after six months and before June 4, 2009 at an exercise price of $0.17 per share.



Knightsbridge Capital served as a financial advisor to Andrea in connection with the initial
issuance of the Series D Preferred Stock and the transaction related to the Series C Preferred Stock. In connection with the transactions related to the Series C Preferred Stock and the initial issuance of the Series D Preferred Stock and related
warrants, Andrea agreed to pay Knightsbridge Capital $300,000 in cash and to issue warrants exercisable for an aggregate of 377,094 shares of Common Stock. The warrants are exercisable at any time after six months and before February 23, 2009 at an
exercise price of $0.38 per share. Andrea allocated fifty percent of these transactions costs to each of the Series C Preferred Stock and the Series D Preferred Stock. As such, $150,000 of the $300,000 payment to Knightsbridge Capital, and $62,221
of the $124,442 expense related to the issuance of the warrants offset net Series D Preferred Stock proceeds and were recorded as a decrease in additional paid-in capital for the period ended March 31, 2004. In addition, in connection with the
second tranche sale of the Series D Preferred Stock and related warrants, Andrea paid Knightsbridge Capital an additional $50,000 and issued warrants exercisable for an aggregate of 62,500 shares of Common Stock. The warrants are exercisable at any
time after six months and before June 4, 2009 at an exercise price of $0.17 per share. Including the expenses related to Knightsbridge Capital allocated to the Series D Preferred Stock, the total transaction costs associated with the issuance of the
Series D Preferred Stock were $487,608. These charges are included in the accompanying condensed consolidated financial statements as a reduction of additional paid-in capital.



In accordance with EITF Issue 00-27, Application of EITF Issue No. 98-5 to Certain Convertible Instruments, Andrea recorded a
non-cash beneficial conversion charge of $753,012 to accumulated deficit in the first quarter of 2004, related to the first tranche of the Series D Preferred Stock. The non-cash beneficial conversion charge measures the difference between the
relative fair value of the Series D Preferred Stock and the fair market value of the shares of Andreas common stock issuable pursuant to the conversion terms on the date of issuance. This charge represents the maximum charge under this
standard for this issuance. There was no beneficial conversion feature associated with the second tranche of Series D Preferred Stock.



As of March 31, 2005, there were 1,328,572 shares of Series D Preferred Stock and 5,158,344 related warrants outstanding, which are convertible and exercisable into
10,472,632 shares of Common Stock.



9



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Note 5. Licensing Agreements



In December 2001 and March 2002, Andrea entered into two agreements with Analog Devices. These license agreements relate to Andreas
high performance noise canceling technologies that enable clear voice communications and high-performance audio in small home-office and regular office environments. Under these agreements, Analog Devices paid Andrea a total of $5 million in license
fees during 2002. The unamortized portion of the license agreements, as amended, is recorded as deferred revenue in the accompanying condensed consolidated balance sheets. All license revenues are being recognized on a straight-line basis over
three-years, $3 million of which started to be recognized during the first quarter of 2002, and $2 million, which started to be recognized in the third quarter of 2002. During the three months ended March 31, 2005 and March 31, 2004, $408,443 and
$416,670, respectively, of license revenues was recognized in the accompanying condensed consolidated statement of operations.



In November 2004, we entered into a license agreement with Analog Devices to integrate our EchoStop technology with Analogs audio codec products for one of their
customers (EchoStop Licensed Products). The EchoStop Licensed Products are expected to start shipping in 2005. In consideration for this license Analog will pay Andrea a royalty for each EchoStop Licensed Product shipped. If at the end
of the first year of the agreement royalty payments are less than $100,000, Analog will pay Andrea the difference between $100,000 and the royalties paid to Andrea based on the number of EchoStop Licensed Products shipped during the first year of
the agreement. We have not recognized any revenues under this agreement as of March 31, 2005.



In November 2004, we entered into a license agreement with Analog Devices to integrate our VoiceCenter technology with one of Analogs audio codec products for one of their customers (VoiceCenter Licensed
Product). The VoiceCenter Licensed Products are expected to start shipping in 2005. In consideration for this license Analog will pay Andrea a royalty for each VoiceCenter Licensed Product shipped. We have not recognized any revenues under
this agreement as of March 31, 2005.



Note 6. Commitments And Contingencies



Leases



In March 2005, Andrea entered into an assignment of lease and assumption agreement with
respect to its existing corporate headquarters in Melville, New York. Under this agreement, Andrea vacated the premises on March 26, 2005 and the assignee took over the current lease, as amended. Andrea recorded a non-cash reversal of $330,807
related to deferred rent charges, a non-cash charge of $33,281 related to the write off of certain property and equipment including leasehold improvements related to this operating lease and a cash charge of $219,224 lease termination costs. Rent
expense under this operating lease was $153,420 for the three-month periods ended March 31, 2005 and March 31, 2004.



Additionally, in March 2005, Andrea entered into a new lease for its new corporate headquarters located in Bohemia, New York, where Andrea leases space for warehousing,
sales and executive offices from an unrelated party. The lease is for approximately 11,000 square feet and expires in October 2008. There was no rent expense under this operating lease for the three-month period ended March 31, 2005. As of March 31,
2005, the minimum lease payments under this lease and all non-cancelable operating leases are as follows:



|                            |  |   |        
|--------------------------- |  | - | -------
|2005 (April to December 31) |  | $ | 70,629 
|2006                        |  |   | 95,909 
|2007                        |  |   | 92,244 
|2008                        |  |   | 90,374 
|2009                        |  |   | 89,557 
|Thereafter                  |  |   | 29,171 
|                            |  |   |        
|Total                       |  | $ | 467,884
|                            |  |   |        



Employment Agreements



In June 2004, the Company entered into a one year employment contract with
the Chairman of the Board, Douglas J. Andrea, which expires June 2005, which automatically renews for two additional one year terms. Pursuant to his employment agreement, Mr. Andrea receives an annual base salary of $200,000 per annum through August
3, 2005 and $225,000 per annum thereafter, a minimum annual prorated bonus of $50,000 and received a stock grant of 250,000 options. Mr. Andrea is also be entitled to a change in control payment equal to one times his base salary with continuation
of health and medical benefits for one year in the event of a change in control and subsequent termination of employment other than for cause. The term of this agreement can be extended for one additional year. If the agreement is extended in June
2005, Mr. Andreas annual base salary would be $225,000 with a minimum annual bonus of $50,000 and an additional 250,000 grant of stock options. Mr. Andrea has agreed to postpone payment of his $50,000 bonus for the period ending December 31,
2004. At March 31, 2005, the future minimum cash commitments under this agreement aggregate $166,667 (including Mr. Andreas 2004 bonus), of which $62,500 and $50,000 is included in other liabilities at March 31, 2005 and December 31, 2004,
respectively.



10



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Paul E. Donofrio, former President and Chief Executive Officer of the Company, was terminated without cause and resigned
as a Director of the Company effective January 25, 2005. In connection with his termination, the Company and Mr. Donofrio entered into a separation agreement and general release to resolve any obligations owed Mr. Donofrio under his existing
employment agreement and any other obligations or liabilities the Company may have to Mr. Donofrio (the Release Agreement).



The Release Agreement, dated January 25, 2005, between the Company and Mr. Donofrio provides for the following terms:



| |  |  | Termination of Mr. Donofrios existing employment agreement with the Company effective January 25, 2005;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | Payment to Mr. Donofrio of a $50,000 lump sum payment on February 11, 2005;
| | - |  | ---------------------------------------------------------------------------



| |  |  | Payment to Mr. Donofrio of $30,000 to be paid over a six month period ($5,000 per month) with the final $2,500 payment to be contingent upon receipt by the Company from Mr. Donofrio
at the end of the six month period of an additional release agreement;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Legal Proceedings



On August 6, 2003, Christopher P. Sauvigne,
former director and President and Chief Executive Officer of Andrea filed a lawsuit in the Supreme Court of the State of New York, County of Nassau, against the Company titled Christopher P. Sauvigne v. Andrea Electronics Corporation, Index No.
03-012098 (the Action). The Action alleges that Mr. Sauvigne and Andrea were parties to an employment contract and that Andrea breached the contract in connection with the termination of Mr. Sauvigne as President and Chief Executive
Officer of Andrea on August 1, 2003. The Action seeks (i) a sum of not less than $131,250, plus interest, (ii) a mandate that Andrea grant options for 400,000 shares of common stock to Mr. Sauvigne and (iii) reasonable counsel fees and costs. On
September 25, 2003, Andrea filed a response to the Action with the Court denying these claims. In addition, Andrea filed a counterclaim against Mr. Sauvigne alleging that (i) Mr. Sauvigne misused his corporate credit card and (ii) breached his
fiduciary duty to Andrea by omitting material facts concerning his involvement with the group of private investors that purchased the Andrea Aircraft Communications Products division and/or failing to disclose to Andrea that the private investor
group included various members of Mr. Sauvignes family. The counterclaim seeks (i) reimbursement of any compensation paid to Mr. Sauvigne for any personal and/or undocumented expenses incurred by him (ii) forfeiture and repayment to Andrea of
all salary, bonuses, and benefits that Mr. Sauvigne received from Andrea after the breach of his fiduciary duty in an amount to be determined at trial and (iii) attorneys fees and costs. On April 18, 2005, Andrea received the executed
settlement agreement and release (Settlement Agreement) executed by Mr. Sauvigne on April 14, 2005 settling the outstanding litigation between the parties. Pursuant to the Settlement Agreement, Mr. Sauvigne agreed to release and
discharge the Company with respect to all of his claims asserted in the litigation. In addition, the Company agreed to release and discharge Mr. Sauvigne with respect to all of its counterclaims asserted in the litigation and to pay Mr. Sauvigne an
amount of $73,000.



On November 7, 2003, Andrea filed a lawsuit in the Supreme
Court of the State of New York, County of Nassau, against Radha Soami Society Beas-America, current owner of the Companys former building in Long Island City, seeking release of funds held in a post Closing Escrow and Indemnification Agreement
of approximately $220,000, including accrued interest, which is included in other assets, net, related to the sale of such premises. The defendant has filed opposing documents against the escrowed amount. Currently, the Company has filed an
application with the Court for a determination of the parties rights under the escrow agreement. Additionally, the two parties are attempting to settle the suit outside of court.



Additionally, Andrea is involved in routine litigation incidental to the normal course of business. While it is not feasible to predict or
determine the final outcome of the claims, Andrea believes the resolution of these matters will not have a material adverse effect on Andreas financial position, results of operations or liquidity.



Note 7. Segment Information



Andrea follows the provisions of SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information. Reportable operating segments are determined based on Andreas management approach. The management approach, as defined by SFAS No. 131, is based on the way that the chief operating decision-maker
organizes the segments within an enterprise for making operating decisions and assessing performance. While Andreas results of operations are primarily reviewed on a consolidated basis, the chief operating decision-maker also manages the
enterprise in two segments: (i) Andrea DSP Microphone and Audio Software Products and (ii) Andrea Anti-Noise Products. Andrea DSP Microphone and Audio Software Products primarily include products based on the use of some, or all, of the following
technologies: Andrea Digital Super Directional Array microphone technology (DSDA), Andrea Direction Finding and Tracking Array microphone technology (DFTA), Andrea PureAudio noise filtering technology, and Andrea EchoStop, an advanced acoustic echo
cancellation technology. Our Andrea Anti-Noise Products include noise cancellation and active noise cancellation computer headset products and related computer peripheral products. The following represents selected condensed consolidated financial
information for Andreas segments for the three-month periods ended March 31, 2005 and 2004:



|                                     |  |                                                |           |   |                             |   |           |            |  |   |           |  
|------------------------------------ |  | ---------------------------------------------- | --------- | - | --------------------------- | - | --------- | ---------- |  | - | --------- | -
|Segment Data                         |  | Andrea DSPMicrophone andAudio SoftwareProducts |           |   | Andrea Anti- Noise Products |   |           | Total 2005 | 
|Net revenues from external customers |  | $                                              | 591,193   |   |                             | $ | 650,416   |            |  | $ | 1,241,609 |  
|Loss from operations                 |  |                                                | (105,567  | ) |                             |   | (80,904   | )          |  |   | (186,471  | )
|Depreciation and amortization        |  |                                                | 122,403   |   |                             |   | 13,405    |            |  |   | 135,808   |  
|Assets                               |  |                                                | 5,205,298 |   |                             |   | 1,345,746 |            |  |   | 6,551,044 |  
|Total long lived assets              |  |                                                | 4,088,729 |   |                             |   | 174,613   |            |  |   | 4,263,342 |  



11



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|                                       |  |                                               |           |   |                           |   |           |            |  |   |           |  
|-------------------------------------- |  | --------------------------------------------- | --------- | - | ------------------------- | - | --------- | ---------- |  | - | --------- | -
|                                       |  |                                               |          
|                                       |  | Andrea DSPMicrophoneand AudioSoftwareProducts |           |   | AndreaAnti- NoiseProducts |   |           | Total 2004 | 
|Net revenues from external customers   |  | $                                             | 734,527   |   |                           | $ | 609,795   |            |  | $ | 1,344,322 |  
|Sales returns recovery - restructuring |  |                                               |          |   |                           |   | 215,325   |            |  |   | 215,325   |  
|Loss from operations                   |  |                                               | (410,636  | ) |                           |   | (201,673  | )          |  |   | (612,309  | )
|Depreciation and amortization          |  |                                               | 132,842   |   |                           |   | 16,929    |            |  |   | 149,771   |  
|Assets                                 |  |                                               | 6,357,790 |   |                           |   | 2,446,976 |            |  |   | 8,804,766 |  
|Total long lived assets                |  |                                               | 4,618,328 |   |                           |   | 258,777   |            |  |   | 4,877,105 |  



Management of Andrea assesses assets
and non-operating income statement data on a consolidated basis only. International revenues are based on the country in which the end-user is located. For the three-month periods ended March 31, 2005 and 2004, and as of each respective period-end,
net revenues and accounts receivable by geographic area are as follows:



|                     |  |                |           |                |   |          
|-------------------- |  | -------------- | --------- | -------------- | - | ---------
|Geographic Data      |  | March 31, 2005 |           | March 31, 2004
|Net revenues:        |  |                |           |                |   |          
|United States        |  | $              | 1,189,461 |                | $ | 1,277,110
|Foreign(1)           |  |                | 52,148    |                |   | 282,537  
|                     |  |                |           |                |   |          
|                     |  | $              | 1,241,609 |                | $ | 1,559,647
|                     |  |                |           |                |   |          
|Accounts receivable: |  |                |           |                |   |          
|United States        |  | $              | 409,228   |                | $ | 460,084  
|Foreign              |  |                | 18,698    |                |   | 31,144   
|                     |  |                |           |                |   |          
|                     |  | $              | 427,926   |                | $ | 491,228  
|                     |  |                |           |                |   |          

---

|(1) | Net revenue to any one foreign county did not exceed 10% of total revenues for the period ended March 31, 2005 and 2004.
|--- | ------------------------------------------------------------------------------------------------------------------------



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



Overview



Our mission is to provide the emerging voice interface markets with state-of-the-art communications products that facilitate
natural language, human/machine interfaces.



Examples of the applications and
interfaces for which Andrea DSP Microphone and Audio Software Products and Andrea Anti-Noise Products provide benefit include: Internet and other computer-based speech; telephony communications; multi-point conferencing; speech recognition;
multimedia; multi-player Internet and CD ROM interactive games; and other applications and interfaces that incorporate natural language processing. 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, for use with personal computers, mobile personal computing devises, cellular and other wireless communication devices and automotive communication systems.
Our Andrea DSP Microphone and Audio Software Products use far-field digital signal processing technology to provide high quality transmission of voice where the user is at a distance from the microphone. High quality audio communication
technologies will be required for emerging far-field voice applications, ranging from continuous speech dictation, to Internet telephony and multiparty video teleconferencing and collaboration, to natural language-driven interfaces for automobiles,
home and office automation and other machines and devices into which voice-controlled microprocessors are expected to be introduced during the next several years.



12



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We outsource to Asia high volume assembly for most of our products from purchased components. We assemble some low volume
Andrea DSP Microphone and Audio Software Products from purchased components primarily in our New York facility. As sales of any particular Andrea DSP Microphone and Audio Software Product increases, assembly operations are transferred to a
subcontractor in Asia.



Our Critical Accounting Policies



Our condensed consolidated financial statements and the notes to our condensed consolidated
financial statements contain information that is pertinent to managements discussion and analysis. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities. In addition to the recording and presentation of our convertible preferred stock, we
believe that the following are some of the more critical judgment areas in the application of our accounting policies that affect our financial condition and results of operations. We have discussed the application of these critical accounting
policies with our Audit Committee.



Revenue Recognition  Non
software-related revenue, which is generally comprised of microphones and microphone connectivity product revenues, is recognized when title and risk of loss pass to the customer, which is generally upon shipment. With respect to licensing revenues,
Andrea recognizes revenue in accordance with Statement of Position (SOP) 97-2, Software Revenue Recognition, as amended, and Staff Accounting Bulletin Topic 13 Revenue Recognition. License revenue is recognized
based on the terms and conditions of individual contracts (see Note 5 of our condensed consolidated financial statements, for example). In addition, fee based services, which are short-term in nature, are generally performed on a time-and-material
basis under separate service arrangements and the corresponding revenue is generally recognized as the services are performed.



Accounts Receivable  We are required to estimate the collectibility of our trade receivables. Judgment is required in assessing the realization of these
receivables, including the current creditworthiness of each customer and related aging of the past due balances. We evaluate specific accounts when we become aware of a situation where a customer may not be able to meet its financial obligations due
to a deterioration of its financial viability, credit ratings or bankruptcy. The reserve requirements are based on the best facts available to us and reevaluated and adjusted as additional information is received. Our reserves also are determined by
using percentages applied to certain aged receivable categories. At March 31, 2005 and December 31, 2004, our allowance for doubtful accounts was $23,481 and $23,630, respectively.



Inventories  We are required to state our inventories at the lower of cost or market. In assessing the ultimate realization of
inventories, we are required to make considerable judgments as to future demand requirements and compare that with our current inventory levels. Our reserve requirements generally increase as our projected demand requirements decrease due to market
conditions, technological and product life cycle changes as well as longer than previously expected usage periods. Inventories of $890,513 and $915,905 at March 31, 2005 and December 31, 2004 are net of reserves of $610,895 and $802,511,
respectively. It is possible that additional charges to inventory may be recorded in the future if there are further declines in market conditions, or if additional restructuring actions are taken.



Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets- Andrea accounts for its long-lived assets in accordance with SFAS No. 144 for purposes of determining and measuring impairment of its long-lived assets (primarily intangible assets) other than
goodwill. Andreas policy is to review the value assigned to its long lived assets to determine if they have been permanently impaired by adverse conditions which may affect Andrea whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. If Andrea identifies a permanent impairment such that the carrying amount of Andreas long lived assets are not recoverable using the sum of an undiscounted cash flow projection (gross margin dollars from
product sales), the impaired asset is adjusted to the estimated fair value which becomes the new cost basis for the impaired asset. This new cost basis will be net of any recorded impairment. Considerable management judgment is necessary to estimate
undiscounted future operating cash flows and fair values and, accordingly, actual results could vary significantly from such estimates.



In 2004, because the revenues from the Andrea DSP Microphone and Audio Software Products business segment were lower than expected and this business segment was still
operating at a loss, Andrea obtained the assistance of an independent appraiser to test for impairment. Management compared the sum of Andreas undiscounted cash flow projections (gross margin dollars from product sales) of the Andrea DSP
Microphone and Audio Software core technology to the carrying value of that technology. The results of this test indicated that there was no impairment. However, this process utilized probability weighted undiscounted cash flow projections which
include a significant amount of managements judgment and estimates as to future revenue. If these probability weighted projections do not come to fruition, the Company could be required to record an impairment charge in the near term and such
impairment could be material.



Amortization expense was $117,455 and $117,338
for the periods ended March 31, 2005 and 2004, respectively. Amortization of core



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technology is expected to be approximately $441,421 per year for the next nine years. Trademarks and patents are amortized on a straight-line basis over 17
years. The net value of Andreas core technology and patents and trademarks at March 31, 2005 is $3,862,434 and $366,562 respectively. The net value of Andreas core technology and patents and trademarks at December 31, 2004 was $3,972,790
and $372,556, respectively.



Deferred Tax Assets  We currently have
significant deferred tax assets. SFAS No. 109, Accounting for Income Taxes, requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. Furthermore,
SFAS 109 provides that it is difficult to conclude that a valuation allowance is not needed when there is negative evidence such as cumulative losses in recent years. Therefore, cumulative losses weigh heavily in the overall assessment. Accordingly,
we expect to provide a full valuation allowance on future tax benefits until we can sustain a level of profitability that demonstrates our ability to utilize the assets, or other significant positive evidence arises that suggests our ability to
utilize such assets. The future realization of a portion of our reserved deferred tax assets related to tax benefits associated with the exercise of stock options, if and when realized, will not result in a tax benefit in the consolidated statement
of operations, but rather will result in an increase in additional paid-in capital. We will continue to re-assess our reserves on deferred income tax assets in future periods on a quarterly basis.



We are subject to proceedings, lawsuits and other claims, including proceedings under laws
and government regulations related to securities, environmental, labor, product and other matters. We are required to assess the likelihood of any adverse judgments or outcomes to these matters, as well as potential ranges of probable losses. A
determination of the amount of reserves required, if any, for these contingencies is based on an analysis of each individual issue with the assistance of legal counsel. The amount of any reserves may change in the future due to new developments in
each matter.



The impact of changes in the estimates and judgments pertaining
to revenue recognition, receivables and inventories is directly reflected in our segments loss from operations. Although any charges related to our deferred tax assets are not reflected in our segment results, the long-term forecasts
supporting the realization of those assets and changes in them are significantly affected by the actual and expected results of each segment.



Cautionary Statement Regarding Forward-Looking Statements



Certain information contained in this Managements Discussion and Analysis of Financial Condition and Results of Operations for the three months ended March 31, 2005
(the 2005 First Quarter) compared to the three months ended March 31, 2004 (the 2004 First Quarter) are 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. 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 that 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. In order to obtain the benefits of these safe harbor provisions for any such
forward-looking statements, we wish to caution investors and prospective investors about the following significant factors, which, among others, have in some cases affected our actual results and are in the future likely to affect our actual results
and could cause them to differ materially from those expressed in any such forward-looking statements. These factors include the following:



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:



| |  |  | the volume of sales of our products under our collaborative marketing arrangements;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | the cost of development of our products;
| | - |  | ----------------------------------------



| |  |  | the mix of products we sell;
| | - |  | ----------------------------



| |  |  | the mix of distribution channels we use;
| | - |  | ----------------------------------------



| |  |  | the timing of our new product releases and those of our competitors;
| | - |  | --------------------------------------------------------------------



| |  |  | fluctuations in the computer and communications hardware and software marketplace;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | general economic conditions.
| | - |  | ----------------------------



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We cannot assure that the level of revenues 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 2005 First Quarter were approximately $1.2 million versus $1.6 million for the 2004 First Quarter. Net loss for the 2005 First Quarter was approximately $0.2 million,
or $0.00 net loss applicable to common shareholders per share on a basic and diluted basis, versus net loss of approximately $1.8 million, or $0.05 net loss applicable to common shareholders per share on a basic and diluted basis for the 2004 First
Quarter. During 2003 and 2004, we continued to experience cash flow constraints and, in response, on February 17, 2004, we entered into a Securities Purchase Agreement with third party investors (Buyers) pursuant to which the Buyers
agreed to invest a total of $2.5 million in the Company. Pursuant to the terms of the Securities Purchase Agreement, Andrea received $1.25 million on February 23, 2004 and another $1.25 million on June 4, 2004. While we continue to explore
opportunities to grow sales in other business areas, we are also examining additional opportunities for cost reduction, production efficiencies and further diversification of our business. In the first quarter of 2005 we have made tremendous strides
in cutting our expenses. By assigning our lease in Melville, entering into our new lease in Bohemia, closing our facility in Israel, moving our facility in Utah and other related operational expense reductions, effective April 2005, we have reduced
our annual cash expenses by approximately $1.1 million. Although we are improving cash flows by reducing overall expenses, if our revenues decline we may not generate positive cash flows and our net income or loss may be disproportionately affected.
Furthermore, our acquisition in 1998 of Lamar Signal Processing, Ltd. (Lamar) resulted in a substantial amount of goodwill (written off in entirety) and other intangible assets. The amortization of these intangible assets has had, and
will continue to have, a negative, non-cash impact on our results of operations. In addition, during the three-month period ended March 31, 2004 we recorded a non-cash deemed dividend of approximately $0.5 million representing a prorata
portion of the consideration given in connection with the Series C Preferred Stocks Acknowledge and Waiver Agreement and a non-cash charge of approximately $0.8 million relating to the intrinsic value of the realization of a contingent
beneficial conversion feature related to the Companys initial issuance of the Series D Convertible Preferred Stock. As a result of all the above factors, we might continue to accumulate losses and the market price of our common stock could
decline and/or continue to fluctuate.



If we fail to obtain additional
capital or maintain access to funds sufficient to meet our operating needs, we may be required to significantly reduce, sell, or refocus our operations and our business, results of operations and financial condition could be materially and adversely
effected.



In order to be a viable entity we need to achieve profitable
operations. To accomplish that we need to maintain/increase current revenues and continue to look for ways to control expenses. We might also need to sell additional assets or raise capital as a means of funding continued operations. In recent
years, we have sustained significant operating losses. Since 1997, we have been unable to generate sufficient cash flow from operations to meet our operating needs and, correspondingly, from time to time during the past several years, we have raised
additional capital from external sources. We may have to continue 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. Such 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 our sale. On February 20, 2004, we entered into a Securities Purchase Agreement pursuant to which the Buyers agreed to invest a total of $2.5 million in the Company, of which we
received $1.25 million on February 23, 2004 and $1.25 million on June 4, 2004. In addition to these funds, we have made tremendous strides in cutting our expenses. By assigning our lease in Melville and entering into our new lease in Bohemia,
closing our facility in Israel, moving our facility in Utah and other related operational expense reductions, effective April 2005, we have reduced our annual cash expenses by approximately $1.1 million. As a result, we believe that we now have
sufficient liquidity to continue our operations at least through December 2005. As a result of our revised business strategies to reduce our expenses and capital expenditures, we believe that we will be able to generate sufficient cash flow from
operations to meet our operating needs. Although we have made significant changes to reduce expenses, we cannot assure you that we will be successful in generating positive cash flows or obtaining access to additional sources of funding in amounts
necessary to continue our operations. Failure to maintain sufficient access to funding may also result in our inability to continue operations.



Shares Eligible For Future Sale May Have An Adverse Effect On Market Price; Andrea Stockholders 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 200,000,000 shares of common stock presently authorized, 57,883,575 were outstanding as of May 13, 2005. The number of shares outstanding does not include an aggregate
of 20,475,295 shares of common stock that are issuable. This number of issuable common shares is equal to 35% of the 57,883,575 outstanding shares. These issuable common shares are comprised of: a) 2,832,500 shares of our common stock reserved for
issuance upon exercise of outstanding awards granted under our 1991 Performance Equity Plan and 1998 Stock Plan; b) 2,334,153 shares reserved for future grants under our 1998 Stock Plan; c) 4,836,010 shares of common stock that are issuable upon
conversion of the Series C Preferred Stock; d) 5,314,288 shares of common stock issuable upon conversion of the Series D Preferred Stock; and e) 5,158,344 of common stock issuable upon exercise of warrants relating to the Series D Preferred stock.



15



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Conversions of our Series C Preferred Stock, Series D Preferred Stock and related Warrants may result in substantial
dilution to other holders of our common stock.



As of May 13, 2005, we had
105.701477 shares of Series C Preferred Stock, 1,328,572 shares of Series D Preferred Stock and 5,158,344 Common Stock warrants outstanding. The issuance of shares of common stock upon conversion of the Series C Preferred Stock is limited to that
amount which, after given effect to the conversion, would cause the holder not to beneficially own in excess of 4.99% or, together with other shares beneficially own during the 60 day period prior to such conversion, not to beneficially own in
excess of 9.99% of the outstanding shares of common stock. The issuance of common stock upon conversion of the Series D Preferred Stock and the related warrants also are limited to that amount which, after given effect to the conversion, would cause
the holder not to beneficially own an excess of 4.99% of then outstanding shares of our common stock, except that each holder has a right to terminate such limitation upon 61 days notice to us. Beneficial ownership for purposes of calculation of
such percentage limitations does not include shares whose acquisition is subject to similar limitations. If all shares of the Series C and Series D Preferred Stock and warrants, which are outstanding to be issued, are assumed to be converted into or
exercised for shares of common stock, the number of new shares of common stock required to be issued as a result would aggregate 15,308,642 shares, which would represent 26% of the then outstanding shares of common stock.



Short sales of our common stock may be attracted by or accompany conversions of Series C
Preferred Stock and Series D 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.



If we fail to commercialize and fully market our Andrea DSP Microphone and Audio Software products, or continue to develop, and not fully market, Andrea Anti-Noise
Headset products, our revenues may not increase at a high enough rate to improve our results of operations or may not increase at all.



Our business, results of operations and financial condition depend on the successful commercialization of our Andrea DSP Microphone and Audio Software products and
technologies. We introduced our first Andrea DSP Microphone products in 1998 and we continued to introduce complementary products and technologies over the last several years. We are primarily targeting these products at the desktop computer market,
the audio and video conferencing markets and the market for in-vehicle computing, among others. 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. Since we began sales of our initial Andrea Anti-Noise Headset products in 1995, we have developed and introduced new products in this line.



If we are unable to obtain market acceptance of Andrea DSP Microphone and Audio Software
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 DSP Microphone and Audio Software and Andrea Anti-Noise Headset 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.



16



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Further, the markets for our products and technologies are characterized by evolving industry and government standards
and specifications that may require us to devote substantial time and expense to adapt our products and technologies. For example, certain of our Andrea DSP Microphone and Audio Software and Andrea Anti-Noise Headset products are subject to the
Federal Communications Commission requirements. 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 their products with which our products are included or incorporated, our sales growth will be adversely affected.



We have entered into collaborative and distribution arrangements with software publishers
and computer hardware manufacturers relating to the marketing and sale of Andrea DSP Microphone and Audio 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 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 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.



Shortages of, or interruptions in, the supply of more specialized components for our products could have a material adverse effect on our sales of these products.



During 2004, we conducted low volume assembly operations of our DSP Microphone and Audio Software Products at our facility in Israel. In the
beginning of 2005, we closed our facility in Israel. The majority of our assembly operations are fulfilled by subcontractors (primarily in the Far East) using purchased components. Some specialized components for the Andrea DSP Microphone and Audio
Software products and Andrea Anti-Noise products, such as microphones and digital signal processing boards, are available from a limited number of suppliers (in some cases foreign) and subject to long lead times. We may not be able to continue to
obtain sufficient supplies of these more specialized components, particularly if the sales of our products increase substantially or market demand for these components otherwise increases. If our subcontractors fail to meet our production and
shipment schedules, our business, results of operations and financial condition would be materially and adversely affected.



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. 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.



Changes in economic and political conditions outside the United States could adversely affect our business, results of operations and financial condition.



We generate revenues to regions outside the United States, particularly in Europe and areas in the Americas and Asia. For the quarter ended
March 31, 2005 and 2004, net revenues to customers outside the United States accounted for approximately 4% and 18%, respectively, of our net revenues. International revenues and operations are subject to a number of risks, including:



| |  | trade restrictions in the form of license requirements;
|- |  | -------------------------------------------------------



17



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| |  | restrictions on exports and imports and other government controls;
|- |  | ------------------------------------------------------------------



| |  | changes in tariffs and taxes;
|- |  | -----------------------------



| |  | difficulties in staffing and managing international operations;
|- |  | ---------------------------------------------------------------



| |  | problems in establishing and managing distributor relationships;
|- |  | ----------------------------------------------------------------



| |  | general economic conditions; and
|- |  | --------------------------------



| |  | political and economic instability or conflict.
|- |  | -----------------------------------------------



To date, we have invoiced our international revenues in U.S. dollars, and have not engaged in any foreign exchange or hedging transactions. We may not be able to continue
to invoice all of our revenues in U.S. dollars in order to avoid engaging in foreign exchange or hedging transactions. If we are required to invoice any material amount of international revenues 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 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.



Results Of Operations



Quarter ended March 31, 2005 compared to Quarter ended March 31, 2004.



Net Revenues



Net Revenues for the 2005 First Quarter were $1,241,609, a decrease of 20% from net revenues of $1,559,647 for the 2004 First Quarter. Included in the 2004 First Quarter
net revenues was $215,325 in Sales Return Recovery - Restructuring, representing a reversal of a restructuring accrual. This decrease in net revenues reflects a 20% decrease in net revenues of Andrea DSP Microphone and Audio Software Products to
$591,193, or 48% of total net revenues and a 21% decrease in net revenues of Andrea Anti-Noise Products to $650,416, or 52% of total net revenues. The decrease in net revenues of Andrea DSP Microphone and Audio Software Products is primarily due to
decreased product shipments to several of our OEM customers. Included in our Andrea DSP Microphone and Audio Software Products net revenues is $408,443 of licensing revenue recognized related to our agreements with Analog Devices. The unamortized
portion of the same license agreements is recorded as deferred revenue as of March 31, 2005. All license revenues are being recognized on a straight-line basis over three-years, $3 million of which started to be recognized during the first quarter
of 2002, and $2 million of which started in the third quarter of 2002. The decrease in net revenues of Andrea Anti-Noise Headset Products is due to the $215,325 reversal of a restructuring accrual included in Sales return recovery 
restructuring.



Cost of Revenues



Cost of revenues as a percentage of revenues for the 2005 First Quarter
decreased to 37% from 44% for the 2004 First Quarter. This decrease primarily reflects the impact of the changes in the composition of our revenues as described under Net Revenues above, as well as a decrease in charges to reserves and
write-offs involving slow moving and obsolete inventory as compared to the 2004 First Quarter.



Research and Development



Research and development expenses for the 2005 First Quarter decreased 49% to $204,324 from $399,467 for the 2004 First Quarter. This decrease is primarily due to the
closure of our Israel facility and the reversal of non-cash deferred rent charges relating to our assignment of lease and assumption agreement and, to a lesser extent, other cost reduction efforts related to employee compensation and related benefit
costs, legal and patent expenses as well as the companys strategic focus being re-directed towards sales and



18



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marketing efforts. Notwithstanding this decline, the substantial level of research and development is a reflection of our efforts to develop and
commercialize DSP Microphone and Audio Software technologies, coupled with, to a lesser extent, Andrea Anti-Noise headset products. For the 2004 First Quarter, the Andrea DSP Microphone and Audio Software Technology efforts were $149,131, or 73% of
total research and development expenses and Andrea Anti-Noise Headset Product efforts were $55,193, or 27% of total research and development expenses. With respect to DSP Microphone and Audio Software technologies, research efforts are primarily
focused on the pursuit of commercializing a natural language-driven human/machine interface by developing optimal far-field microphone solutions for various voice-driven interfaces, incorporating Andreas digital super directional array
microphone technology, and certain other related technologies such as noise suppression and stereo acoustic echo cancellation.



General, Administrative and Selling Expenses



General, administrative and selling expenses decreased approximately 30% to $760,770 for the 2005 First Quarter from $1,080,360 for the 2004
First Quarter. This decrease is predominately related to transaction costs associated with restructuring the Series C Preferred Stock of approximately $314,124 in 2004, the reversal of non-cash deferred rent charges relating to our assignment of
lease and assumption agreement and, to a lesser extent, other cost reduction efforts related to employee compensation and related benefit costs, legal and patent expenses, promotional costs, and amortization and depreciation expenses. As part of our
overall effort to conserve cash, we intend to reduce where possible the relatively high levels of such expenses during fiscal of 2005.



Other (expense) income



Other expense for the 2005 First Quarter was $50,586 compared to other income of $78,822 for the 2004 First Quarter. This decrease in other income is the result of the
loss in disposal of property and equipment in the 2005 First Quarter partially in conjunction with the termination of the transition agreement involved with the discontinued operations and decrease of the related rental income.



Provision for Income Taxes



We provide a full valuation allowance on future tax benefits until we can sustain a level of
profitability that demonstrates our ability to utilize the assets, or other significant positive evidence arises that suggests our ability to utilize such assets. The future realization of a portion of our reserved deferred tax assets related to tax
benefits associated with the exercise of stock options, if and when realized, will not result in a tax benefit in the condensed consolidated statement of operations, but rather will result in an increase in additional paid in capital. We will
continue to re-assess our reserves on deferred income tax assets in future periods on a quarterly basis.



Net Loss



Net loss for 2005 First Quarter was $237,057 compared to a net loss of $533,487 for the 2004 First Quarter. The net loss for the 2004 First Quarter principally reflects
the factors described above.



Liquidity And Capital Resources



Andreas principal sources of funds have historically been, and are
expected to continue to be, gross cash flows from operations and proceeds from the sale of convertible notes, preferred stock or other securities to certain financial institutions, investors and potential industry partners. At March 31, 2005, we had
cash and cash equivalents of $421,293 compared with $826,910 at December 31, 2004. The balance of cash and cash equivalents at March 31, 2005 is primarily a result of gross cash outflows from operations, partially offset by Andreas issuance
and sale of $2,500,000 of its Series D Preferred Stock and warrants.



Working
capital balance at March 31, 2005 was $869,470 compared to a working capital balance of $1,225,724 at December 31, 2004. The increase in working capital reflects a decline in total current assets of $633,308 coupled with a decrease in total current
liabilities of $277,054. The decline in total current assets reflects a decrease in cash and cash equivalents of $405,617, an decrease in accounts receivable of $261,204, a decrease in inventory of $25,392, and an increase in prepaid expenses and
other current assets of $58,905. The decline in total current liabilities reflects an increase in trade accounts payable of $243,461, a decrease of $112,072 in other current liabilities and a decrease of $408,443 in short-term deferred Revenue.



The increase in cash and cash equivalents of $405,617 reflects $413,512 of net
cash used in operating activities and $7,895 of net cash provided by investing activities.



The cash used in operating activities of $413,512, excluding non-cash charges, is attributable to the $237,057 net loss from operations for the quarter ended March 31, 2005, a $261,353 decrease in accounts receivable,
a $217,008 decrease in inventory, a $58,905 increase in prepaid expenses and other current assets, a $21,085 decrease in other assets, a $243,461 increase in accounts payable, a



19



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$456,396 decrease in other current and long-term liabilities and a $408,443 decrease in deferred revenue. The change in deferred revenue reflects licensing
revenue that was recognized during 2005 as a result of our license agreements with Analog Devices, Inc. The changes in receivables, inventory, and accounts payable primarily reflect differences in the timing related to both the payments for and the
acquisition of inventory as well as for other services in connection with ongoing efforts related to Andreas various product lines. The change in other current and long term liabilities predominantly relates to the non-cash charges related to
the reversal of deferred rent charges and the write off of certain property and equipment including leasehold improvements related to our operating lease in Melville, New York.



The cash provided by investing activities of $7,895 reflects a $9,000 payment received on the sale of property and equipment and patents and
trademarks expenditures of $1,105 associated with intellectual property related to our Andrea DSP Microphone and Audio Software products.



We plan to continue to improve our cash flows during 2005 by continuing to implement reductions of administrative overhead expenses where necessary and feasible. The
largest part of these reductions include assigning our lease in Melville, entering into our new lease in Bohemia, closing our facility in Israel, moving our facility in Utah and other related operational expense reductions. Additionally we will be
aggressively pursuing 1) existing sales opportunities in our Andrea Anti-Noise Headset Products market, 2) existing and prospective opportunities to sell our Superbeam Array Microphone generated through our co-marketing efforts with Analog Devices
in the personal computing market, 3) opportunities in the video and audio conferencing market and 4) the automotive (in-vehicle computing) market. However, there can be no assurance that we will be able to successfully execute the aforementioned
plans. As of May 13, 2005, Andrea has approximately $250,000 (unaudited) of cash and cash equivalents. During 2004, we utilized approximately $3.7 million in cash. We expect our cash utilization rate to decrease as a result of reductions of certain
administrative, overhead and research and development expenses. As a result, we believe that we have sufficient liquidity available to continue in operation through at least March 2006. To the extent the Company does not generate sufficient cash
flows from its operations in 2005, additional financing might be required. Although we are improving cash flows by reducing overall expenses, if our revenues decline, these reductions may impede our ability to be cash flow positive and our net
income or loss may be disproportionately affected. We have no commitment for additional financing and may experience difficulty in obtaining additional financing on favorable terms, if at all. Any financing we obtain may contain covenants that
restrict our freedom to operate our business or may have rights, preferences or privileges senior to our common stock and may dilute our current shareholders ownership interest in Andrea. We cannot assure that demand will continue for any of
our products, including future products related to our Andrea DSP Microphone and Audio Software technologies, or, that if such demand does exist, that we will be able to obtain the necessary working capital to increase production and provide
marketing resources to meet such demand on favorable terms, or at all.



ITEM
3. CONTROLS AND PROCEDURES



Andreas management, including its
principal executive officer and principal financial officer, have evaluated the effectiveness of the Companys disclosure controls and procedures, as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange
Act of 1934, as amended, (the Exchange Act). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, Andreas disclosure
controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that it files or submits under the Exchange Act with the Securities and Exchange Commission (the SEC) (1) is
recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and (2) is accumulated and communicated to the Andreas management, including its principal executive and principal financial
officers, as appropriate to allow timely decisions regarding required disclosure.



PART II OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



On August 6, 2003, Christopher P. Sauvigne, former director, President
and Chief Executive Officer of Andrea filed a lawsuit in the Supreme Court of the State of New York, County of Nassau, against the Company titled Christopher P. Sauvigne v. Andrea Electronics Corporation, Index No. 03-012098 (the
Action). The Action alleges that Mr. Sauvigne and Andrea were parties to an employment contract and that Andrea breached the contract in connection with the termination of Mr. Sauvigne as President and Chief Executive Officer of Andrea
on August 1, 2003. The Action seeks (i) a sum of not less than $131,250, plus interest, (ii) a mandate that Andrea grant options for 400,000 shares of common stock to Mr. Sauvigne and (iii) reasonable counsel fees and costs. On September 25, 2003,
Andrea filed a response to the Action with the Court denying these claims. In addition, Andrea filed a counterclaim against Mr. Sauvigne alleging that (i) Mr. Sauvigne misused his corporate credit card and (ii) breached his fiduciary duty to Andrea
by omitting material facts concerning his involvement with the group of private investors that purchased the Andrea Aircraft Communications Products division and/or failing to disclose to Andrea that the private investor group included various
members of Mr. Sauvignes family. The counterclaim seeks (i) reimbursement of any compensation paid to Mr. Sauvigne for any personal and/or undocumented expenses incurred by him (ii) forfeiture and repayment to Andrea of all salary, bonuses,
and benefits that Mr. Sauvigne



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received from Andrea after the breach of his fiduciary duty in an amount to be determined at trial and (iii) attorneys fees and costs. On December 8,
2003, Mr. Sauvigne filed an application for an allowance of litigation expenses in advance of and during the pendency of the Action with the Supreme Court of the State of New York, County of Nassau. On January 8, 2004, Andrea filed opposition papers
in response to Mr. Sauvignes application for advance fees and expenses. On March 2, 2004, the Judge ordered that Andrea place in escrow an amount equal to its own legal fees incurred in prosecution of its claims pending final outcome of the
action. A trial date of July 11, 2005 had been scheduled. On April 14, 2005, Andrea and Mr. Sauvigne entered into a settlement agreement and release (Settlement Agreement) settling the outstanding litigation between the parties. Pursuant
to the Settlement Agreement, Mr. Sauvigne agreed to release and discharge the Company with respect to all of his claims asserted in the litigation. In addition, the Company agreed to release and discharge Mr. Sauvigne with respect to all of its
counterclaims asserted in the litigation and to pay Mr. Sauvigne an amount of $73,000.



On November 7, 2003, Andrea filed a lawsuit in the Supreme Court of the State of New York, County of Nassau, against Radha Soami Society Beas-America, current owner of the Companys former building in Long Island City, seeking release
of funds held in a post Closing Escrow and Indemnification Agreement of approximately $200,000 related to the sale of such premises. The defendant has filed opposing documents against the escrowed amount. The two parties are attempting to settle the
suit outside of court.



Additionally, Andrea is involved in routine litigation
incidental through the normal course of business. While it is not feasible to predict or determine the final outcome of the claims, Andrea believes the resolution of these matters will not have a material adverse effect on Andreas financial
position, results of operations or liquidity.



See Item 2.
Managements Discussion and Analysis of Financial Condition and Results of OperationsCautionary Statement Regarding Forward-Looking StatementsAn unfavorable ruling in any current litigation proceeding or future proceeding may
adversely affect our business, results of operations and financial condition and Note 7 to the unaudited condensed consolidated financial statements in this quarterly report for a discussion of the legal proceedings of Andrea.



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



None.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



None.



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



None.



ITEM 5. OTHER INFORMATION



None.



ITEM 6. EXHIBITS



a) Exhibits



|                                                    
|----------------------------------------------------
|Exhibit 31  Rule 13a-14(a)/15d-14(a) Certifications
|                                                    
|Exhibit 32  Section 1350 Certifications            



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SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant 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 Secretary


|Date: | May 16, 2005
|----- | ------------



|                                       |  |                                                                                   |  |             
|-------------------------------------- |  | --------------------------------------------------------------------------------- |  | ------------
|/S/ DOUGLAS J. ANDREADouglas J. Andrea |  | Chairman of the Board, President, Chief Executive Officer and Corporate Secretary |  | May 16, 2005
|                                       |  |                                                                                  
|/S/ CORISA L. GUIFFRECorisa L. Guiffre |  | Vice President, Chief Financial Officer and Assistant Corporate Secretary         |  | May 16, 2005



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