SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                  ----------

                                  FORM 10-K/A

                       FOR ANNUAL AND TRANSITION REPORTS
                    PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                                  (Mark One)

      X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year
                            ended December 31, 2000

                                      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

                        ANDREA ELECTRONICS CORPORATION
            (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
                               New York                                                     11-0482020
------------------------------------------------------------------     ----------------------------------------------------
       (State or other jurisdiction of incorporation or organization)           (I.R.S.  employer identification no.)

<S>                                                                  <C>
                 45 Melville Park Road, Melville, New York                                     11747
----------------------------------------------------------------     ------------------------------------------------------
                 (Address of principal executive offices)                                    (Zip Code)

Registrant's telephone number, including area code:                                         631-719-1800
                                                                            ----------------------------------------------

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

                  Title of each class                                   Name of each exchange on which registered
-----------------------------------------------------      ----------------------------------------------------------------
        Common Stock, par value $.50 per share                                   American Stock Exchange
</TABLE>
Securities registered under Section 12(g) of the Exchange Act:    None

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

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ( )

         As of April 27, 2001, the aggregate market value of the voting stock
held by non-affiliates of the registrant was approximately $25,128,256 (based
on the closing sale price on the American Stock Exchange).

         The number of shares outstanding of the registrant's Common Stock as
of April 27, 2001, was 14,774,357.

                       EXHIBIT INDEX APPEARS IN ITEM 14


<PAGE>


                                 TABLE of CONTENTS


                                      PART III

                                                                      Page

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT           3

ITEM 11.   DIRECTOR FEES AND EXECUTIVE COMPENSATION                     5

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
           AND MANAGEMENT                                              10

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS              11

SIGNATURES                                                             14


<PAGE>


                                   PART III

         Items 10, 11, 12 and 13 to the Annual Report on Form 10-K of Andrea
Electronics Corporation for the year ended December 31, 2000, as filed with
the Securities and Exchange Commission on March 30, 2001 and as amended on
April 2, 2001, are hereby amended and restated in their entirety as follows.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


The Company's Bylaws provide for a Board of Directors consisting of between
three and ten members, as determined by resolution of the Board of Directors.
The Directors include the Co-Chief Executive Officers and the President and
Chief Operating Officer of the Company.


Information on the Directors of the Company follows (all Directors serve for a
one-year term):


INFORMATION ABOUT DIRECTORS

John N. Andrea, age 43, has been Co-Chairman and Co-Chief Executive Officer
since November 1998 and a Director of the Company since 1992. He served as
Co-President of the Company from November 1992 to November 1998, as Executive
Vice President of the Company from January 1992 to November 1992, and as Sales
& Marketing Director from September 1991 to November 1992. Mr. Andrea is the
brother of Douglas J. Andrea.

Douglas J. Andrea, age 38, has been Co-Chairman and Co-Chief Executive Officer
since November 1998 and a Director of the Company since 1991. He served as
Co-President of the Company from November 1992 to November 1998, as Vice
President - Engineering of the Company from December 1991 to November 1992,
and as Secretary of the Company from 1989 to January 1993. Mr.Andrea is the
brother of John N. Andrea.


Christopher P. Sauvigne, age 41, has been President and Chief Operating
Officer of the Company since November 1998 and a Director since June 2000.
From 1982 until joining the Company in November 1998, Mr. Sauvigne was
employed by Arthur Andersen LLP, where he served in various capacities, the
last of which was as Partner.


Gary A. Jones,  age 55, has been a Director  of the  Company  since April
1996. He has served as President of Digital Technologies,  Inc. since 1994 and
was Chief  Engineer at Allied  Signal Ocean  Systems  from 1987 to 1994.  From
March 1998 to December  2000,  Mr. Jones was the  Managing  Director of Andrea
Digital  Technologies,  Inc, a wholly-owned  subsidiary of Andrea  Electronics
Corporation.

Scott Koondel, age 37, has been a Director of the Company since April 1995. He
has been the Eastern Manager, Off-Network Television, Paramount Pictures, a
subsidiary of Viacom International since June 1993, and was the National Sales
Manager for WPIX-TV, a division of Tribune Broadcasting, from June 1990 to
June 1993.

Jack Lahav,  age 53, has been a Director of the  Company  since  November
1998. He co-founded Lamar Signal  Processing Ltd., a subsidiary of the Company
that was acquired in May 1998. Since August 1996, he has been the President of
Advanced  Technology Inc., a manufacturer of robotic routing equipment used in
manufacturing  printed  circuit boards for advanced  semiconductors,  and from
1990 to 1996,  was a Director  of  Vocaltec  Communications  Ltd.,  an Israeli
Internet telephony software company. In 1980, he founded Remarkable  Products,
Inc., a direct mail company, and served as its President until the company was
sold by him in 1993.


John R. Larkin, age 57, has been a Director of the Company since June 1999. He
has been a Managing Director of Shields/Alliance, a division of Alliance
Capital Management LP, a global asset management company, since 1994. He
joined Shields Asset Management Inc., the predecessor of Shields/Alliance, in
1986 and held various positions at that company, the last of which was
Managing Director, until that company was sold by Xerox Corporation to
Alliance Capital Management in 1994. Prior to 1986, Mr. Larkin was a Principal
of Smilen & Safian Inc., a New York-based economic consulting firm, and a
Director and Member of the Investment Committee of the Sector Investment Fund,
a publicly held mutual fund. Mr. Larkin has over 25 years experience in the
investment management community in both investment and marketing capacities.

Paul M. Morris, age 39, has been a Director of the Company since 1992. Since
1999, he has been a partner at Buena Vista Capital Partners, a limited
partnership for investments. From 1996 to 1999, Mr. Morris was Senior Managing
Director at Schroder Capital Management. From July 1995 to December 1996, he
was a Partner at Weiss, Peck & Greer, and from 1987 to June 1995 he was
employed by Union Bank of Switzerland, where his last position was Managing
Director - Equities.

INFORMATION ABOUT EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

Richard A. Maue, age 31, has been the Company's Senior Vice President, Chief
Financial Officer and Corporate Secretary since November 1999. Mr. Maue joined
the Company in April 1997 and served as Vice President, Controller, Treasurer
and Corporate Secretary until November 1999. From 1992 until joining the
Company in April 1997, Mr. Maue was employed in the audit and business
advisory division at Arthur Andersen LLP.

The executive officers of the Company are elected annually and hold office
until their successors have been elected and qualified or until they are
removed or replaced.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and officers and persons who beneficially own
more than ten percent of the Company's Common Stock to file with the
Securities and Exchange Commission ("SEC") and the American Stock Exchange
initial reports of ownership and reports of changes in ownership of Common
Stock in the Company. Officers, directors and greater-than-ten percent
shareholders are also required to furnish the Company with copies of all
Section 16(a) reports they file. To the Company's knowledge, based solely on
review of the copies of such reports furnished to the Company and written
representation that no other reports were required, during the fiscal year
ended December 31, 2000, the Company's directors and officers met all
applicable SEC filing requirements.


ITEM 11. DIRECTOR FEES AND EXECUTIVE COMPENSATION

                                 DIRECTOR FEES

During 2000, directors who are not officers or employees of the Company were
each paid $1,000 for physical attendance at meetings of the Board.


<PAGE>


                            EXECUTIVE COMPENSATION


The following table sets forth information for the last three fiscal years
relating to compensation earned by the Co-Chief Executive Officers and the
other most highly compensated executive officers who received salary and
bonuses over $100,000 during the year ended December 31, 2000.

<TABLE>
<CAPTION>
                                                                                    BONUS ($)       STOCK OPTIONS
             NAME AND PRINCIPAL POSITION               YEAR         SALARY ($)         (1)               (#)
    -------------------------------------------- ---------------- --------------- ------------- -- ----------------

<S>                                                   <C>           <C>           <C>                 <C>
    John N. Andrea, Co-Chairman and Co-Chief
         Executive Officer                             2000          207,410       150,000             125,000
                                                       1999          208,505       150,000             150,000
                                                       1998          203,846       150,000             150,000

    Douglas J. Andrea, Co-Chairman and Co-
         Chief Executive Officer                       2000          206,350        50,000             125,000
                                                       1999          208,505       150,000             150,000
                                                       1998          203,846       150,000             150,000

    Christopher P. Sauvigne, President and Chief
         Operating Officer                             2000          211,718        75,000             125,000
                                                       1999          208,409        75,000             125,000
                                                       1998 (2)       19,230        16,849             250,000

    Richard A. Maue, Senior Vice President,
    Chief Financial Officer and Corporate              2000          145,528             0              70,000
    Secretary
                                                       1999 (3)       93,815        27,115              25,000
</TABLE>

(1)  Total bonus received by each of John N. Andrea,  Douglas J. Andrea,  and
     Christopher  P. Sauvigne was the minimum  bonus payment  pursuant to his
     employment agreement.  See "Employment  Agreements and Change in Control
     Arrangements."

(2)  Christopher P. Sauvigne, age 41, joined the Company on November 20, 1998.
     From 1982 until joining the Company, Mr. Sauvigne was employed by Arthur
     Andersen LLP, where he served in various capacities, the last of which
     was as Partner. See "Employment Agreements and Change in Control
     Arrangements" for information regarding Mr. Sauvigne's employment
     agreement with the Company.

(3)  Richard A. Maue,  age 31, joined the Company in April 1997 and served as
     Vice  President,  Controller,  Treasurer and Corporate  Secretary  until
     November 4, 1999.  Since  November  4, 1999,  Mr. Maue has served as the
     Company's Senior Vice President,  Chief Financial  Officer and Corporate
     Secretary. See "Employment Agreements and Change in Control
     Arrangements" for information regarding Mr. Maue's employment
     agreement with the Company.

The Company granted stock options covering an aggregate of 445,000 shares of
Common Stock during year 2000 to the named executive officers as indicated in
the above table.

<PAGE>

The following table summarizes for each of the named executive officers the
number of shares covered by options granted during 2000, the percent of total
options granted to employees of the Company in 2000, the exercise price of
such options, the expiration date, and the potential realizable value of such
options assuming appreciation rates of 5% and 10% per year through the
expiration date of such options.

                     OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>

                                                                                                 Potential Realizable
                                                                                                  Value at Assumed
                                                                                                   Annual rates of
                                                                                                     Stock Price
                                                                                                  Appreciation for
                                       Individual Grants (2)                                         Option Term
                         -----------------------------------------------------------------    -----------------------



                                                   Percentage
                                      Number of     of total
                                      securities     options
                                      underlying    granted to      Exercise
                           Date of     options      employees        price     Expiration
          Name              grant     granted (#)  in fiscal year  ($/share)     Date           5% (1)      10% (1)
------------------------ ---------- ------------- -------------- ----------- -------------    ---------- ------------

<S>                      <C>           <C>          <C>            <C>         <C>           <C>           <C>
John N. Andrea            4/17/00       75,000       6.1%           $6.875      4/17/10       $ 324,274     $ 822,746
                           8/1/00       50,000       4.1%            $6.00       8/1/10       $ 188,668     $ 478,123

Douglas J. Andrea         4/17/00       75,000       6.1%           $6.875      4/17/10       $ 324,274     $ 822,746
                           8/1/00       50,000       4.1%            $6.00       8/1/10       $ 188,688     $ 478,123

Christopher P. Sauvigne   4/17/00       75,000       6.1%           $6.875      4/17/10       $ 324,274     $ 822,746
                           8/1/00       50,000       4.1%            $6.00       8/1/10       $ 188,688     $ 478,123

Richard A. Maue           4/17/00       35,000       2.8%           $6.875      4/17/10       $ 151,328     $ 383,948
                           8/1/00       35,000       2.8%            $6.00       8/1/10       $ 132,068     $ 334,686
</TABLE>

(1)  The dollar amounts represent certain assumed rates of appreciation.
     Actual gains, if any, on stock option exercises and common stock holdings
     are dependent upon future performance of the Company's common stock and
     overall stock market conditions. There can be no assurance that the
     amounts reflected in this table will be realized.


(2)  Of the shares covered by each option granted, none can be purchased
     during the first year following the grant; 25% can be purchased after the
     first anniversary of the grant; an additional 25% can be purchased after
     the second anniversary of the grant; and the remaining 50% can be
     purchased after the third anniversary.



<PAGE>


         The following table summarizes for each of the named executive
officers the number of shares acquired and value realized upon exercise of
options during fiscal 2000 and the aggregate dollar value of in-the-money,
unexercised options at December 31, 2000. None of the named executive officers
exercised or held any SARs during the year.

              AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                         FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
                                                                   Number of
                                                                   Securities                      Value of
                                                                   Underlying                     Unexercisable
                                                                Unexercised Options            In-the-Money Options
                                Shares                          at Fiscal Year End             at Fiscal Year End -
                              Acquired        Value               Exercisable/                     Exercisable/
        Name                 on Exercise    Realized             Unexercisable (6)               Unexercisable (1)
---------------------------- ------------ ---------------      ---------------------          -----------------------

<S>                          <C>            <C>               <C>                            <C>
John N. Andrea                       -    $    -               362,500 / 312,500  (2)              $ -  / $ -


Douglas J. Andrea               15,000    $    -               482,500 / 312,500  (3)         $ 170,400 / $ -



Christopher P. Sauvigne              -    $    -               156,250 / 343,750  (4)               $ - / $ -

Richard A. Maue                      -    $    -                73,750 / 118,750  (5)               $ - / $ -

</TABLE>

(1)  Values were based on a closing trade price for the Company's Common Stock
     on December 29, 2000 of $2.10 per share.

(2)  John N. Andrea was granted options to purchase 75,000 shares at a price
     of $6.875 on April 14, 2000; and 50,000 shares at a price of $6.00 per
     share on August 1, 2000.


(3)  Douglas J. Andrea was granted options to purchase 75,000 shares at a
     price of $6.875 on April 14, 2000; and 50,000 shares at a price of $6.00
     per share on August 1, 2000.


(4)  Christopher P. Sauvigne was granted options to purchase 75,000
     shares at a price of $6.875 on April 14, 2000; and 50,000 shares at a
     price of $6.00 per share on August 1, 2000.


(5)  Richard A. Maue was granted options to purchase 35,000 shares at a
     price of $6.875 on April 14, 2000; and 35,000 shares at a price of $6.00
     per share on August 1, 2000.


(6)  Of the shares covered by each option granted, none can be purchased
     during the first year following the grant; 25% can be purchased after the
     first anniversary of the grant; an additional 25% can be purchased after
     the second anniversary of the grant; and the remaining 50% can be
     purchased after the third anniversary.


           EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS

         The Company entered into three-year employment agreements that
commenced on March 26, 2000 with John N. Andrea and Douglas J. Andrea, each as
Co-Chairman and Co-Chief Executive Officers of the Company. Under these
agreements, the annual base salaries of John N. Andrea and Douglas J. Andrea
are $200,000. Each agreement provides for additional short-term incentive
compensation in the form of annual cash bonuses based on the achievement of
performance goals and which shall not be less than $150,000 per annum, and
long-term incentive compensation in the form of cash or equity-based awards.

The Company entered into a two-year employment agreement that commenced on
March 26, 2000 with Richard A. Maue, as Senior Vice President and Chief
Financial Officer of the Company. The agreement provides an annual base salary
of not less than $150,000 per annum, plus additional short-term incentive
compensation in the form of annual cash bonuses, based on the achievement of
performance goals and which shall not be less than $25,000 per annum, and
long-term incentive compensation in the form of cash or equity-based awards.

The Company entered into an employment agreement with Christopher P. Sauvigne,
as President and Chief Operating Officer of the Company, that commenced on
November 20, 1998 and expires on December 31, 2002. The agreement provides an
annual base salary of not less than the greater of (i) $200,000 per annum and
(ii) the higher of the base salaries of the Co-Chief Executive Officers of the
Company, plus additional short-term incentive compensation in the form of
annual cash bonuses, based on the achievement of performance goals and which
shall not be less than $150,000 per annum, and long-term incentive
compensation in the form of cash or equity-based awards.

Under each of the aforementioned agreements, on the occurrence of a Change in
Control (as defined), the Company shall pay the Executive, or in the event of
his subsequent death, his beneficiary or beneficiaries, or his estate, as the
case may be, a sum equal to the greater of the payments due for the remaining
term of the agreement or three times Executive's average annual total
compensation for the three preceding taxable years, or if his employment by
the Company is then less than three years, Mr. Sauvigne's average annual
compensation during his employment by the Company. In addition, on the
occurrence of a Change in Control, all restrictions on any restricted stock
then held by Executive will lapse immediately, incentive stock options and
stock appreciation rights then held will become immediately exercisable, and
any performance shares or units then held will vest immediately in full, and
Executive will be entitled to receive benefits due him under or contributed by
the Company on his behalf pursuant to any retirement, incentive, profit
sharing, bonus, performance, disability or other employee benefit plan
maintained by the Company on his behalf to the extent such benefits are not
otherwise paid to him under a separate provision of the agreement. If, during
the term of the agreement, the Company terminates Executive's employment other
than for Cause (as defined), or Executive resigns for Good Reason (as
defined), the Company shall pay to him the product of (A) a sum equal to (i)
the amount of the remaining salary payments that he would have earned if he
continued his employment with the Company during the remaining unexpired term
of his employment agreement at his base salary at the date of termination,
(ii) the highest amount of bonus and any other compensation paid to the
executive, in any year, during the term of his employment agreement times the
remaining number of years of the agreement and any fraction thereof and (iii)
an amount equal to the highest amount of annual contributions that were made
on Executive' behalf, in any year, to any employee benefit plans of the
Company during the term of the agreement, multiplied by (B) the remaining
number of years of the agreement and any fraction thereof.


ITEM 12.


<PAGE>


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of April 27, 2001 with
respect to the stock ownership of (i) those persons or groups who beneficially
own more than 5% of the Company's Common Stock, (ii) each director of the
Company, (iii) each executive officer named in the Summary Compensation Table
and (iv) all directors and executive officers of the Company as a group. The
total number of shares of Common Stock outstanding on April 27, 2001 was
14,774,357.

                                   AMOUNT AND NATURE OF
                                       BENEFICIAL
      NAME OF BENEFICIAL OWNER         OWNERSHIP (1)       PERCENT OF CLASS

Camille Andrea Casling (2)               753,507                   5.1%
ANC-I Limited Partnership(2)             247,000                   1.7%
Douglas J. Andrea (2)                    682,338  (3)              4.6%
John N. Andrea (2)                       571,492  (4)              3.9%
Christopher P. Sauvigne                  228,750  (5)              1.5%
Richard A. Maue                          102,000  (6)                *
Paul M. Morris                            32,250  (7)                *
Scott Koondel                             41,250  (8)                *
Gary A. Jones                             49,500  (9)                *
Jack Lahav                                     -                     *
John R. Larkin                            29,250  (10)               *

Directors and Executive Officers as
a group (9 persons)                    1,736,830  (11)            11.7%

*Less than 1%


(1)  Beneficial ownership is determined in accordance with Rule 13d-3
     promulgated under the Securities Exchange Act of 1934. The information
     concerning the shareholders is based upon information furnished to the
     Company by such shareholders. Except as otherwise indicated, all of the
     shares next to each identified person or group are owned of record and
     beneficially by such person or each person within such group and such
     persons have sole voting and investment power with respect thereto.

(2)  Camille  Andrea  Casling  is the aunt of John N.  Andrea  and  Douglas J.
     Andrea. ANC-I Limited Partnership is a Delaware limited  partnership,  of
     which John N.  Andrea and Douglas J.  Andrea are  limited  partners.  The
     address of each of these individuals and the ANC-I Limited Partnership is
     c/o Andrea Electronics Corporation,  45 Melville Park Road, Melville, New
     York 11747.

(3)  Includes (i) 69,088 shares owned directly by Douglas J. Andrea,
     Mr. Andrea's spouse and Mr. Andrea's daughter, (ii) 12,000 of the 247,000
     shares owned by ANC-I Limited Partnership, and (iii) 601,250 shares
     issuable upon the exercise of options which are currently exercisable and
     exercisable within 60 days from the date hereof. Does not include 193,750
     shares issuable upon exercise of options that are not currently
     exercisable or exercisable within 60 days from the date hereof.

(4)  Includes (i) 50,438 shares owned directly by John N. Andrea and
     Mr. Andrea's spouse, (ii) 39,804 shares owned by Mr. Andrea's minor
     children, and (iii) 481,250 shares issuable upon the exercise of options
     which are currently exercisable and exercisable within 60 days from the
     date hereof. Does not include 193,750 shares issuable upon exercise of
     options that are not currently exercisable or exercisable within 60 days
     from the date hereof.

(5)  Includes (i) 15,000 shares owned directly by Christopher P.
     Sauvigne (ii) 15,000 shares owned by Mr. Sauvigne's spouse, (iii) 5,000
     shares owned by Mr. Sauvigne's minor children and (iv) 193,750 shares
     issuable upon the exercise of options which are currently exercisable and
     exercisable within 60 days from the date hereof. Does not include 306,250
     shares issuable upon the exercise of options that are not currently
     exercisable or exercisable within 60 days from the date hereof.

(6)  Includes (i) 2,000 shares owned directly by Richard A. Maue and
     Mr. Maue's spouse and (ii) 100,000 shares issuable upon the exercise of
     options which are currently exercisable and exerisable within 60 days
     from the date hereof. Does not include 107,500 shares issuable upon the
     exercise of options that are not currently exercisable or exercisable
     within 60 days from the date hereof.

(7)  Includes (i) 1,000 shares owned directly by Paul M. Morris, and
     (ii) 31,250 shares issuable upon the exercise of options which are
     currently exercisable and exercisable within 60 days from the date
     hereof. Does not include 38,750 shares issuable upon exercise of options
     that are not currently exercisable or exercisable within 60 days from the
     date hereof.

(8)  Includes 41,250 shares issuable upon the exercise of options that
     are currently exercisable and exercisable within 60 days from the date
     hereof. Does not include 38,750 shares issuable upon exercise of options
     that are not currently exercisable or exercisable within 60 days from the
     date hereof.

(9)  Includes (i) 2,000 shares owned directly by Gary A. Jones, and
     (ii) 47,500 shares issuable upon the exercise of options that are
     currently exercisable and exercisable within 60 days from the date
     hereof. Does not include 12,500 shares issuable upon exercise of options
     that are not currently exercisable or exercisable within 60 days from the
     date hereof.

(10) Includes (i) 23,000 shares owned directly by John R. Larkin and
     (ii) 6,250 shares issuable upon the exercise of options that are
     currently exercisable and exercisable within 60 days from the date
     hereof. Does not include 38,750 shares issuable upon exercise of options
     that are not currently exercisable or exercisable within 60 days from the
     date hereof.

(11) Includes the shares directly owned and the shares issuable upon the
     exercise of the options, which are currently exercisable and exercisable
     within 60 days from the date hereof, discussed in notes (3) through (10)
     above.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS


None.


<PAGE>


                                  SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                           ANDREA ELECTRONICS CORPORATION
                           By:/s/ John N.  Andrea
                              -------------------------------------------------
                              Name:   John N.  Andrea
Date: April 30, 2001          Title:  Co-Chairman & Co-Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons in the capacities and on
the dates indicated.

<TABLE>
<CAPTION>

<S>                                     <C>                                    <C>
/s/ John N.  Andrea                      Co-Chairman, Co-Chief Executive        April 30, 2001
-------------------
John N.  Andrea                          Officer and Director
/s/ Douglas J.  Andrea                   Co-Chairman, Co-Chief Executive        April 30, 2001
----------------------
Douglas J.  Andrea                       Officer and Director
/s/ Christopher P.  Sauvigne             President and Chief Operating Chief    April 30, 2001
----------------------------
Christopher P.  Sauvigne
/s/ Richard A.  Maue                     Senior Vice President, Chief           April 30, 2001
--------------------
Richard A.  Maue                         Financial and Chief Accounting
                                         Officer
/s/ Gary A.  Jones                       Director                               April 30, 2001
------------------
Gary A.  Jones
/s/ Scott Koondel                        Director                               April 30, 2001
-----------------
Scott Koondel
/s/ Paul M.  Morris                      Director                               April 30, 2001
-------------------
Paul M.  Morris
/s/ Jack Lahav                           Director                               April 30, 2001
--------------
Jack Lahav
/s/ John Larkin                          Director                               April 30, 2001
---------------
John Larkin


</TABLE>