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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                -----------------
                                   FORM 10-K/A

                                (AMENDMENT NO. 2)

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

[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, 2001
                                                     -----------------

                                       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 No.: 1-4324

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

             NEW YORK                                      11-0482020
   (State or other jurisdiction                (IRS Employer Identification No.)
 of incorporation or organization)

 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

Securities registered pursuant to Section 12(g) of the 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  the  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 May 31,  2002,  the  aggregate  market  value of the voting  stock held by
non-affiliates  of the registrant was  approximately  $12,787,686  (based on the
closing sale price on the American Stock Exchange).

The number of shares outstanding of the Registrant's  Common Stock as of May 31,
2002, was 19,086,098.


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                                     PART IV

     Item 14 to the Annual Report on Form 10-K of Andrea Electronics Corporation
for the year ended  December 31, 2001, as filed with the Securities and Exchange
Commission on April 1, 2002 and as amended on April 29, 2002, is hereby  amended
and restated in its entirety to include the Master Preferred Escrow Agreement as
an attachment to Exhibit 10.18.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
-------------------------------------------------------------------------

(a)(1) Financial Statements

       The following financial statements of Andrea Electronics Corporation, the
notes thereto,  the related reports thereon of independent  public  accountants,
and financial  statement  schedules  are filed under Item 8 of the  Registrant's
Annual Report on Form 10-K for the year ended December 31, 2001.

<TABLE>
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                                                                                                               Page

<S>                                                                                                             <C>
Report of Independent Public Accountants.................................................................       F-1

Consolidated Balance Sheets at December 31, 2001 and 2000................................................       F-2

Consolidated Statements of Operations for the years ended December 31, 2001, 2000 and 1999                      F-3

Consolidated Statements of Shareholders' Equity for the three years ended December 31, 2001,
         2000 and 1999...................................................................................       F-4

Consolidated Statements of Cash Flows for the three years ended December 31, 2001,
         2000 and 1999...................................................................................       F-5

Notes to Consolidated Financial Statements...............................................................       F-6

(2)  Index To Financial Statement Schedules

Report of Independent Public Accountants on Schedule.....................................................       S-1

Schedule II - Valuation and Qualifying Accounts..........................................................       S-2

(3)  Exhibits

See (c) below.

       (b) Reports On Form 8-K

The Registrant did not file any reports on Form 8-K during the three-month
period ended December 31, 2001.

       (c) Exhibits

</TABLE>


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                                INDEX TO EXHIBITS

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

3.1     Amended and Restated Certificate of Incorporation of Registrant
        (incorporated by reference to Exhibit 3.1 of the Registrant's Form
        10-K for the year ended December 31,1992)

3.2     Certificate of Amendment of the Restated Certificate of Incorporation of
        Registrant (incorporated by reference to Exhibit 3.2 of the Registrant's
        Form 10-K for the year ended December 31,1997)

3.3     Certificate of Amendment of the Restated Certificate of Incorporation of
        Registrant (incorporated by reference to Exhibit 3.1 of the Registrant's
        Current Report on Form 8-K filed November 30, 1998)

3.4     Certificate of Amendment to the Certificate of Incorporation of the
        Registrant (incorporated by reference to Exhibit 3.1 of the Registrant's
        Current Report on Form 8-K filed June 22, 1999)

3.5     Certificate of Amendment to the Certificate of Incorporation of the
        Registrant (incorporated by reference to Exhibit 3.1 of the Registrant's
        Current Report on Form 8-K filed October 12, 2000)

3.6     Certificate of Amendment to the Certificate of Incorporation of the
        Registrant dated August 22, 2001(incorporated by reference to Exhibit
        3.6 of the Registrant's Annual Report on Form 10-K for the year ended
        December 31, 2001)

3.7     Amended By-Laws of Registrant (incorporated by reference to Exhibit 3.2
        of the Registrant's Current Report on Form 8-K filed November 30, 1998)

4.1     Securities Purchase Agreement, dated as of June 10, 1998, relating
        to the sale of the Registrant's 6% Convertible Notes due June 10,
        2000 (with forms of Note and Registration Rights Agreement
        attached thereto) (incorporated by reference to Exhibit 4.1 of the
        Registrant's Form S-3, No. 333-61115, filed August 10, 1998)

4.2     Securities Purchase Agreement, dated June 11, 1999, by and between HFTP
        Investment L.L.C. and the Registrant (incorporated by reference to
        Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed June
        22, 1999)

4.3     Registration Rights Agreement, dated June 11, 1999, by and between HFTP
        Investment L.L.C. and the Registrant (incorporated by reference to
        Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed June
        22, 1999)

4.4     Form of Warrant by and between HFTP Investment L.L.C.  and the
        Registrant (incorporated by reference to Exhibit 4.3 of the Registrant's
        Current Report on Form 8-K filed June 22, 1999)

4.5     Securities Purchase Agreement, dated October 5, 2000, by and between
        HFTP Investment L.L.C. and the Registrant (incorporated by reference to
        Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed
        October 12, 2000)

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4.6     Registration Rights Agreement, dated October 5, 2000 by and
        between HFTP Investment L.L.C. and the Registrant (incorporated by
        reference to Exhibit 4.1 of the Registrant's Current Report on
        Form 8-K filed October 12, 2000)

4.7     Rights Agreement dated as of April 23, 1999 between Andrea and
        Continental Stock Transfer and Trust Company, as Rights Agent,
        including the form of Certificate of Amendment to Certificate of
        Incorporation as Exhibit A, the form of Rights Certificate as
        Exhibit B and the Summary of Rights to Purchase Shares of Series A
        Preferred Stock (incorporated by reference to Exhibit 4.1 of the
        Registrant's Current Report on Form 8-K filed May 7, 1999)

10.1    1991 Performance Equity Plan, as amended (incorporated by reference to
        Exhibit 4 of the Registrant's Registration Statement on Form S-8, No.
        333-45421, filed February 2, 1998)

10.2    1998 Stock Plan of the Registrant, as amended (incorporated by
        reference to Exhibit 4.1 of the Registrant's Registration Statement on
        Form S-8, No. 333-82375, filed July 7, 1999)

10.3*   Procurement Agreement, dated June 16, 1995, by and between
        International Business Machines Corporation and the Registrant
        (incorporated by reference to Exhibit 10.1 of the Registrant's
        Form 10-Q for the three month period ended June 30, 1995)

10.4*   License and Technical Support Agreement, dated as of October 3,
        1995, by and between BellSouth Products, Inc. and the Registrant
        (incorporated by reference to Exhibit 10.4 of the Registrant's Form 10-K
        for the year ended December 31, 1995)

10.5*   Software License Bundling Agreement, dated as of March 29, 1996,
        by and between Voxware, Inc., and the Registrant (incorporated by
        reference to Exhibit 10.1 of the Registrant's Form 10-Q for the six
        month period ended June 30, 1996)

10.6    Employment Agreement, dated as of April 12, 2000, by and between
        John N. Andrea and the Registrant (incorporated by reference to Exhibit
        10.1 of the Registrant's Form 10-Q for the three months ended March 31,
        2000)

10.7    Employment Agreement, dated as of April 12, 2000, by and between
        Douglas J. Andrea and the Registrant (incorporated by reference to
        Exhibit 10.2 of the Registrant's Form 10-Q for the three months ended
        March 31, 2000)

10.8    Employment Agreement, dated as of January 1, 1998, by and between
        Patrick D. Pilch and the Registrant (incorporated by reference to
        Exhibit 10.8 of the Registrant's Form 10-K for the year ended December
        31, 1997)
10.9    Employment Agreement, dated as of November 20, 1998, by and
        between Christopher P. Sauvigne and the Registrant (incorporated
        by reference to Exhibit 10.1 of the Registrant's Current Report on
        Form 8-K filed November 30, 1998)

10.10*  Production Procurement Agreement, dated as of June 11, 1997, by
        and between International Business Machines Corporation and the
        Registrant (incorporated by reference to Exhibit 10.9 of the
        Registrant's Form 10-K for the year ended December 31, 1997)


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10.11   Revolving Loan and Security Agreement, dated as of September 23,
        1997, by and between IBM Credit Corporation and the Registrant
        (incorporated by reference to Exhibit 10.11 of the Registrant's
        Form 10-K for the year ended December 31, 1997)

10.12   Stock Purchase Agreement, dated April 6, 1998, as amended by
        Amendment No. 1 thereto dated May 5, 1998, relating to the
        purchase of the shares of Lamar Signal Processing, Ltd. (including
        form of Registration Rights Agreement) (incorporated by reference
        to Exhibits 2.1 and 2.2 of the Registrant's Current Report on Form
        8-K filed May 8, 1998)

10.13*  Procurement Agreement, dated as of January 13, 1999, by and
        between the Registrant and Microsoft Corporation (incorporated by
        reference to Exhibit 10.15 of the Registrant's Form 10-K for the
        year ended December 31, 1998)

10.14*  Purchase Agreement, dated as of February 25, 1999, by and between
        Andrea and Clarion Corporation of America (incorporated by
        reference to Exhibit 10.16 of the Registrant's Form 10-K for the
        year ended December 31, 1998)

10.15*  Source Code License Agreement, dated as of October 29, 1998,
        between Andrea and Intel Corporation (incorporated by reference to
        Exhibit 10.17 of the Registrant's Form 10-K for the year ended
        December 31, 1998)

10.16   Employment Agreement, dated as of April 12, 2000, by and between
        Richard A. Maue and the Registrant (incorporated by reference to
        Exhibit 10.3 of the Registrant's Form 10-Q for the three months
        ended March 31, 2000)

10.17** Licensing Agreement, dated as of December 19, 2001, by and between
        Andrea and Analog Devices, Inc. (incorporated by reference to Exhibit
        10.17 of the Registrant's Annual Report on Form 10-K for the year ended
        December 31, 2001)

10.18** Licensing Agreement, Amendment No. 1, dated as of March 13, 2002, by and
        between Andrea and Analog Devices, Inc.

10.19** Licensing Agreement, dated as of March 13, 2002, by and between Andrea
        and Analog Devices, Inc. (incorporated by reference to Exhibit 10.19 of
        the Registrant's Annual Report on Form 10-K for the year ended December
        31, 2001)

10.20   Acknowledgment and Agreement, dated as of March 28, 2002, by and between
        Andrea and HFTP Investment LLC (including attached Waiver Agreement and
        Security Agreement) (incorporated by reference to Exhibit 10.20 of the
        Registrant's Annual Report on Form 10-K for the year ended December 31,
        2001)

10.21   Pledge Agreement, dated as of March 28, 2002, by and between Andrea and
        HFTP Investment LLC (incorporated by reference to Exhibit 10.21 of the
        Registrant's Annual Report on Form 10-K for the year ended December 31,
        2001)

21      Subsidiaries of Registrant (incorporated by reference to Exhibit 21 of
        the Registrant's Annual Report on Form 10-K for the year ended December
        31, 2001)

23      Consent of Independent Public Accountants (incorporated by reference to
        Exhibit 23 of the Registrant's Annual Report on Form 10-K for the year
        ended December 31, 2001)


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99      Letter regarding representations of Arthur Andersen LLP (incorporated
        by reference to Exhibit 99 of the Registrant's Annual Report on Form
        10-K for the year ended December 31, 2001)

-------------------------
*    Certain portions of this Agreement have been accorded confidential
     treatment.
**   Request for confidential treatment was filed for portions of these
     documents. Confidential portions have been omitted, and filed separately
     with the Securities and Exchange Commission, as required by Rule 24b-2.

(d)     FINANCIAL STATEMENT SCHEDULES

        See Item 14(a)(2)



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                                   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/ Christopher P. Sauvigne
                                  ---------------------------------------------
                                  Name:   Christopher P. Sauvigne
Date: June 5, 2002                Title:  President and Chief Executive Officer