<PAGE> 1
As filed with the Securities and Exchange Commission on February 14, 2002
                                          Registration No. 333-_________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                         ANDREA ELECTRONICS CORPORATION
   (exact name of registrant as specified in its certificate of incorporation)

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

                              45 MELVILLE PARK ROAD
                            MELVILLE, NEW YORK 11747
                                 (516) 719-1800
               (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

                         ANDREA ELECTRONICS CORPORATION
                                 1998 STOCK PLAN
                            (Full Title of the Plan)
                             ----------------------

CHRISTOPHER P. SAUVIGNE                               COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER         LAWRENCE M.F. SPACCASI, ESQUIRE
ANDREA ELECTRONICS CORPORATION                LORI M. BERESFORD, ESQUIRE
45 MELVILLE PARK ROAD                         MULDOON MURPHY & FAUCETTE LLP
MELVILLE, NEW YORK 11747                      5101 WISCONSIN AVENUE, N.W.
(516) 719-1800                                WASHINGTON, D.C.  20016
(Name, address, including zip code,           (202) 362-0840
and telephone number, including area code,
of agent for service)

        If any of the securities being registered on this Form are to be
          offered on a delayed or continuous basis pursuant to Rule 415
        under the Securities Act of 1933, check the following box. / X /
<TABLE>
<CAPTION>
==================================================================================================================
                                                        Proposed             Proposed Maximum
    Title of each Class of         Amount to be    Maximum Offering         Aggregate Offering     Registration
  Securities to be Registered       Registered     Price Per Share (1)          Price (2)              Fee
------------------------------------------------------------------------------------------------------------------
     <S>                            <C>                 <C>                    <C>                   <C>
        Common Stock,
     $.50 par Value (3)             1,375,000           $3.066                 $4,215,743            $388
==================================================================================================================
</TABLE>
(1)  Reflects the maximum option exercise price per share under the Registrant's
     1998 Stock Plan for the 1,375,0000 shares covered hereby, in accordance
     with Rule 457(h) promulgated under the Securities Act of 1933, as amended.
(2)  Computed in accordance with Rules 457(h) and 457(c) promulgated under the
     Securities Act of 1933, as amended. Reflects the sum of (i) the aggregate
     of the exercise price of $7.4375 for 10,000 shares of Common Stock of the
     Registrant subject to options granted under the 1998 Stock Plan as of May
     24, 1999, (ii) the aggregate of the exercise price of $5.3750 for 592,000
     shares of Common Stock of the Registrant subject to options granted under
     the 1998 Stock Plan as of August 17, 1999, (iii) the aggregate of the
     exercise price of $7.6875 for 10,000 shares of Common Stock of the
     Registrant subject to options granted under the 1998 Stock Plan as of
     November 8, 1999, (iv) the aggregate of the exercise price of $7.1250 for
     25,000 shares of Common Stock of the Registrant subject to options granted
     under the 1998 Stock Plan as of November 22, 1999, (v) the aggregate of the
     exercise price of $6.9400 for 33,000 shares of Common Stock of the
     Registrant subject to options granted under the 1998 Stock Plan as of
     November 26, 1999, (vi) the aggregate of the exercise price of $7.8750 for
     25,000 shares of Common Stock of the Registrant subject to options granted
     under the 1998 Stock Plan as of January 10, 2000, (vii) the aggregate of
     the exercise price of $6.8750 for 300,000 shares of Common Stock of the
     Registrant subject to options granted under the 1998 Stock Plan as of April
     14, 2000, (viii) the aggregate of the exercise price of $6.8750 for 3,000
     shares of Common Stock of the Registrant subject to options granted under
     the 1998 Stock Plan as of April 17, 2000, (ix) the aggregate of the
     exercise price of $6.0000 for 395,000 shares of Common Stock of the
     Registrant subject to options granted under the 1998 Stock Plan as of
     August 1, 2000, (x) the aggregate of the exercise price of $3.3000 for
     10,000 shares of Common Stock of the Registrant subject to options granted
     under the 1998 Stock Plan as of December 4, 2000, (xi) the aggregate of the
     exercise price of $1.7800 for 355,000 shares of Common Stock of the
     Registrant subject to options granted under the 1998 Stock Plan as of March
     19, 2001, (xii) the aggregate of the exercise price of $1.6000 for 5,000
     shares of Common Stock of the Registrant subject to options granted under
     the 1998 Stock Plan as of April 3, 2001,(xiii) the aggregate of the
     exercise price of $1.6600 for 20,000 shares of Common Stock of the
     Registrant subject to options granted under the 1998 Stock Plan as of June
     14, 2001, (xiv) the aggregate of the exercise price of $1.6300 for 5,000
     shares of Common Stock of the Registrant subject to options granted under
     the 1998 Stock Plan as of July 2, 2001, (xv) the aggregate of the exercise
     price of $1.5100 for 2,000 shares of Common Stock of the Registrant subject
     to options granted under the 1998 Stock Plan as of July 9, 2001, (xvi) the
     aggregate of the exercise price of $0.6900 for 1,029,000 shares of Common
     Stock of the Registrant subject to options granted under the 1998 Stock
     Plan as of January 31, 2002, and (xvii) the average of the high and low
     prices of the Registrant's Common Stock on the American Stock Exchange of
     $0.67 on February 12, 2002 for the remaining 490,250 shares of Common Stock
     issuable under the 1998 Stock Plan, as amended.
(3)  The amount being registered represents the maximum number of shares of
     Common Stock that may be issued by the Registrant upon the exercise of
     options and other stock based awards granted or which may be granted under
     the 1998 Stock Plan. In addition, pursuant to Rule 416 under the Securities
     Act of 1933, as amended, there have also been registered additional shares
     of Common Stock as may become issuable pursuant to the anti-dilution
     provisions of the 1998 Stock Plan.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.



<PAGE> 2


ANDREA ELECTRONICS CORPORATION

PART I   INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                                EXPLANATORY NOTE

         This Registration Statement relates to two amendments of the 1998 Stock
Plan to increase the number of shares available for issuance upon the exercise
of stock options under the 1998 Stock Plan from 3,000,000 to 4,375,000 (an
initial increase in 2000 of 675,000 shares and a subsequent increase in 2001 of
700,000 shares). The content of the Registration Statement on Form S-8,
Registration No. 333-82375 filed with the Securities and Exchange Commission on
July 7, 1999, is hereby incorporated by reference.

ITEM 1. PLAN INFORMATION*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

         * Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed or to be filed with the SEC are incorporated by
reference in this Registration Statement:

         (a)    The Corporation's Annual Report on Form 10-K for the fiscal year
         ended December 31, 2000;

         (b)    The Form 10-Q reports filed by the Registrant for the fiscal
quarters ended March 31, June 30, and September 30, 2001 (File No. 001-04324),
filed with the SEC on May 15, 2001, August 14, 2001, and November 14, 2001,
respectively.

         (c)    The description of the Registrant's common stock, par value $.50
per share, contained in (i) the Registrant's registration statement filed under
the Exchange Act of 1934, as amended, No. 1-4324, as declared effective on
February 28, 1967, (ii) Article Third of -the Registrant's Restated Certificate
of Incorporation filed as Exhibit 3.1 to the Registrant's Current Report on Form
8-K dated November 30, 1998 and (iii) any subsequent amendment(s) or report(s)
filed for the purpose of updating such description.

         All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document, all or a portion of
which is incorporated by reference herein shall -be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such


                                       2


<PAGE> 3


statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         The Common Stock to be offered pursuant to the 1998 Stock Plan has been
registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the
"Exchange Act"). Accordingly, a description of the Common Stock is not required
herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

         Section 722 of the Business Corporation Law of the State of New York
empowers a New York corporation to indemnify any person made, or threatened to
be made, a party to any action or proceeding (other than an action by or in the
right of the corporation to procure a judgment in its favor), whether civil or
criminal, including an action by or in the right of any other corporation of any
type or kind, domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which any director or officer of the
corporation served in any capacity at the request of the corporation, by reason
of the fact that such person, such person's testator or such person's intestate
is or was a director or officer of the corporation, or was serving at the
request of the corporation as a director or officer of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in
any capacity, against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees actually and necessarily incurred
as a result of such action or proceeding or any appeal therein, if such person
acted in good faith, for a purpose which such person reasonably believed to be
in, or, in the case of services for any other corporation or other enterprise,
not opposed to, the best interests of the corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe that such
person's conduct was unlawful. The termination of any action or proceeding by
judgment, settlement, conviction, or upon plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that such person did not
act in good faith, for a purpose which such person reasonably believed to be in,
or, in the case of services for any other corporation or other enterprise not
opposed to, the best interests of the corporation, or had reasonable cause to
believe that such person's conduct was unlawful.

         In the case of an action by or in the right of the corporation, Section
722 empowers a corporation to indemnify any person made or threatened to be made
a party to any action in any of the capacities set forth above against amounts
paid in settlement and reasonable expenses, including attorneys' fees, actually
and necessarily incurred by such person in connection with the defense or
settlement of such action or an appeal therein, if such person acted in good
faith, for a purpose which such person reasonably believed to be in, or, in the
case of services for any other corporation or other enterprise, not opposed to,
the best interests of the corporation, except that indemnification is not
permitted in respect of (1) a threatened action or pending action which is
settled or otherwise disposed of or (2) any claim, issue, or matter as to which
such person is adjudged to be liable to the corporation unless and only to the
extent that the court in which such action was brought, or if no action was
brought, any court of competent jurisdiction, determines upon application that,
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnify for such portion of the settlement amount and
expenses as the court deems proper.

         Section 723 provides that a New York corporation is required to
indemnify a person who has been successful, on the merits or otherwise, in the
defense of an action described in Section 722.


                                       3

<PAGE> 4


         Section 721 provides that indemnification provided for by Section 722
shall not be deemed exclusive of any other rights to which the indemnified party
may be entitled, whether contained in the certificate of incorporation or the
by-laws or, when authorized by such certificate of incorporation or by-laws, (i)
a resolution of shareholders, (ii) a resolution of directors, or (iii) an
agreement providing for such indemnification, provided that no indemnification
may be made to or on behalf of any director or officer if a judgment or other
final adjudication adverse to the director or officer establishes that such
person's acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated.

         The Registrant's Certificate of Incorporation provides that the
personal liability of the directors of the Registrant is eliminated to the
fullest extent permitted by Section 402(b) of the Business Corporation Law of
the State of New York. In addition, the By-Laws of the Registrant provide in
substance that, to the fullest extent permitted by New York law, each director
and officer shall be indemnified by the Registrant against reasonable expenses,
including attorneys' fees, and any liabilities which such officer may incur in
connection with any action to which such officer may be made a party by reason
of being or having been a director or officer of the Registrant. The
indemnification provided by the Registrant's By-Laws is not deemed exclusive of
or in any way to limit any other rights which any person seeking indemnification
may be entitled.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  LIST OF EXHIBITS.

         The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):


         4.1     Andrea Electronics Corporation 1998 Stock Plan, as amended.1

         5.0     Opinion of Muldoon Murphy & Faucette LLP as to the legality of
                 the Common Stock to be issued.

         23.1    Consent of Muldoon Murphy & Faucette LLP (contained in the
                 opinion included in Exhibit 5.0).

         23.2    Consent of Arthur Andersen LLP.

         24.0    Power of Attorney is located on the signature page.

------------------------
1 Incorporated herein by reference to Appendix A of the Company's Proxy
Statement on Form DEF 14A (SEC File No.001-04324), filed with the SEC on July 6,
2001 and Exhibit B of the Company's Proxy Statement on Form DEF 14A (SEC File
No.001-04324), filed with the SEC on May 15, 2000.


                                       4


<PAGE> 5


ITEM 9.  UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (1)         To file, during any period in which it offers or sells
                     securities, a post-effective amendment to this Registration
                     Statement to:

                         (i)    Include any Prospectus required by Section
                                10(a)(3) of the Securities Act;

                         (ii)   Reflect in the Prospectus any facts or events
                                which, individually or together, represent a
                                fundamental change in the information in the
                                Registration Statement. Notwithstanding the
                                foregoing, any increase or decrease in volume of
                                securities offered (if the total dollar value of
                                securities offered would not exceed that which
                                was registered) and any deviation from the low
                                or high end of the estimated maximum offering
                                range may be reflected in the form of prospectus
                                filed with the SEC pursuant to Rule 424(b) if,
                                in the aggregate, the changes in volume and
                                price represent no more than a 20 percent change
                                in the maximum aggregate offering price set
                                forth in the "Calculation of Registration Fee"
                                table in the effective registration statement;
                                and

                         (iii)  Include any additional or changed material
                                information on the plan of distribution not
                                previously disclosed in the Registration
                                Statement or any material change to such
                                information in the Registration Statement unless
                                the information required by (i) and (ii) is
                                contained in periodic reports filed by the
                                Registrant pursuant to Section 13 or 15(d) of
                                the Exchange Act that are incorporated by
                                reference into this Registration Statement;

         (2)         For determining liability under the Securities Act, to
                     treat each post-effective amendment as a new Registration
                     Statement of the securities offered, and the offering of
                     the securities at that time to be the initial bona fide
                     offering thereof.

         (3)         To file a post-effective amendment to remove from
                     registration any of the securities that remain unsold at
                     the end of the offering.

         (4)         That, for purposes of determining any liability under the
                     Securities Act, each filing of the Registrant's or the
                     Plan's annual report pursuant to Section 13(a) or 15(d) of
                     the Exchange Act that is incorporated by reference in the
                     Registration Statement shall be deemed to be a new
                     Registration Statement relating to the securities offered
                     therein, and the offering of such securities at that time
                     shall be deemed to be the initial bona fide offering
                     thereof.

         (5)         Insofar as indemnification for liabilities arising under
                     the Securities Act of 1933 may be permitted to trustees,
                     officers and controlling persons of the Registrant pursuant
                     to the foregoing provisions, or otherwise, the Registrant
                     has been advised that in the opinion of the SEC such
                     indemnification is against public policy as expressed in
                     the Act and is, therefore, unenforceable. In the event that
                     a claim for indemnification against such liabilities (other
                     than the payment by the Registrant of expenses incurred or
                     paid by a trustee, officer or controlling person of the
                     Registrant in the successful defense of any action, suit or
                     proceeding) is asserted by such trustee, officer or
                     controlling person in connection with the securities being
                     registered, the Registrant will, unless in the opinion of
                     its counsel the matter has been settled by controlling
                     precedent, submit to a court of appropriate jurisdiction
                     the question whether such indemnification by it is against
                     public policy as expressed in the Act and will be governed
                     by the final adjudication of such issue.


                                       5

<PAGE> 6


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Andrea
Electronics Corporation certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, state of New York on February 14, 2002.

                                          Andrea Electronics Corporation



                                          By: /s/ Christopher P. Sauvigne
                                              ----------------------------------
                                              Christopher P. Sauvigne
                                              President, Chief Executive
                                              Officer and Director

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Douglas J. Andrea, Christopher P. Sauvigne and
Richard A. Maue, as his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to sign any or all amendments to the Form S-8
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the U.S. Securities and Exchange
Commission, respectively, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and things requisite
and necessary to be done as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

      Name                       Title                             Date
      ----                       -----                             ----

/s/ Christopher P. Sauvigne      President, Chief Executive    February 14, 2002
------------------------------   Officer and Director
Christopher P. Sauvigne          (principal executive officer)


/s/ Richard A. Maue              Executive Vice President,     February 14, 2002
------------------------------   Chief Executive Officer,
Richard A. Maue                  Secretary and Chief Accounting
                                 Officer


/s/ Douglas J. Andrea            Chairman of the Board         February 14, 2002
------------------------------
Douglas J. Andrea




<PAGE> 7



/s/ Gary A. Jones                Director                      February 14, 2002
------------------------------
Gary A. Jones


/s/ Paul M. Morris               Director                      February 14, 2002
------------------------------
Paul M. Morris


/s/ Jack Lahav                   Director                      February 14, 2002
------------------------------
Jack Lahav


/s/ John Larkin                  Director                      February 14, 2002
------------------------------
John Larkin


<PAGE> 8


                                  EXHIBIT INDEX
                                  -------------

<TABLE>
<CAPTION>


   EXHIBIT NO.     DESCRIPTION                                            METHOD OF FILING

      <S>          <C>                                                    <C>
      4.1          Andrea Electronics Corporation 1998 Stock Plan, as     Incorporated herein by reference to
                   amended                                                Appendix A of the Company's Proxy
                                                                          Statement on Form DEF 14A (SEC File
                                                                          No.001-04324), filed with the SEC on
                                                                          July 6, 2001 and Exhibit B of the
                                                                          Company's Proxy Statement on Form DEF
                                                                          14A (SEC File No.001-04324), filed
                                                                          with the SEC on May 15, 2000.

      5.0          Opinion of Muldoon Murphy & Faucette LLP               Filed herewith.

      23.1         Consent of Muldoon Murphy & Faucette LLP               Contained in Exhibit 5.

      23.2         Consent of Arthur Andersen LLP                         Filed herewith.

      24.2         Power of Attorney                                      Located on the signature page.

</TABLE>
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{"company-data": {"conformed-name": "ANDREA ELECTRONICS CORP", "cik": "0000006494", "assigned-sic": "3663", "irs-number": "110482020", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82738", "film-number": "02545309"}, "business-address": {"street1": "45 MELVILLE PARK ROAD", "city": "MELVILLE", "state": "NY", "zip": "11747", "phone": "5167191800"}, "mail-address": {"street1": "45 MELVILLE PARK ROAD", "city": "MELVILLE", "state": "NY", "zip": "11747"}, "former-company": {"former-conformed-name": "ANDREA RADIO CORP", "date-changed": "19911204"}}
1
As filed with the Securities and Exchange Commission on February 14, 2002
                                          Registration No. 333-_________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                         ANDREA ELECTRONICS CORPORATION
   (exact name of registrant as specified in its certificate of incorporation)

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

                              45 MELVILLE PARK ROAD
                            MELVILLE, NEW YORK 11747
                                 (516) 719-1800
               (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

                         ANDREA ELECTRONICS CORPORATION
                                 1998 STOCK PLAN
                            (Full Title of the Plan)
                             ----------------------

CHRISTOPHER P. SAUVIGNE                               COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER         LAWRENCE M.F. SPACCASI, ESQUIRE
ANDREA ELECTRONICS CORPORATION                LORI M. BERESFORD, ESQUIRE
45 MELVILLE PARK ROAD                         MULDOON MURPHY & FAUCETTE LLP
MELVILLE, NEW YORK 11747                      5101 WISCONSIN AVENUE, N.W.
(516) 719-1800                                WASHINGTON, D.C.  20016
(Name, address, including zip code,           (202) 362-0840
and telephone number, including area code,
of agent for service)

        If any of the securities being registered on this Form are to be
          offered on a delayed or continuous basis pursuant to Rule 415
        under the Securities Act of 1933, check the following box. / X /
==================================================================================================================
                                                        Proposed             Proposed Maximum
    Title of each Class of         Amount to be    Maximum Offering         Aggregate Offering     Registration
  Securities to be Registered       Registered     Price Per Share (1)          Price (2)              Fee
------------------------------------------------------------------------------------------------------------------
Common Stock,
     $.50 par Value (3)             1,375,000           $3.066                 $4,215,743            $388
==================================================================================================================
(1)  Reflects the maximum option exercise price per share under the Registrant's
     1998 Stock Plan for the 1,375,0000 shares covered hereby, in accordance
     with Rule 457(h) promulgated under the Securities Act of 1933, as amended.
(2)  Computed in accordance with Rules 457(h) and 457(c) promulgated under the
     Securities Act of 1933, as amended. Reflects the sum of (i) the aggregate
     of the exercise price of $7.4375 for 10,000 shares of Common Stock of the
     Registrant subject to options granted under the 1998 Stock Plan as of May
     24, 1999, (ii) the aggregate of the exercise price of $5.3750 for 592,000
     shares of Common Stock of the Registrant subject to options granted under
     the 1998 Stock Plan as of August 17, 1999, (iii) the aggregate of the
     exercise price of $7.6875 for 10,000 shares of Common Stock of the
     Registrant subject to options granted under the 1998 Stock Plan as of
     November 8, 1999, (iv) the aggregate of the exercise price of $7.1250 for
     25,000 shares of Common Stock of the Registrant subject to options granted
     under the 1998 Stock Plan as of November 22, 1999, (v) the aggregate of the
     exercise price of $6.9400 for 33,000 shares of Common Stock of the
     Registrant subject to options granted under the 1998 Stock Plan as of
     November 26, 1999, (vi) the aggregate of the exercise price of $7.8750 for
     25,000 shares of Common Stock of the Registrant subject to options granted
     under the 1998 Stock Plan as of January 10, 2000, (vii) the aggregate of
     the exercise price of $6.8750 for 300,000 shares of Common Stock of the
     Registrant subject to options granted under the 1998 Stock Plan as of April
     14, 2000, (viii) the aggregate of the exercise price of $6.8750 for 3,000
     shares of Common Stock of the Registrant subject to options granted under
     the 1998 Stock Plan as of April 17, 2000, (ix) the aggregate of the
     exercise price of $6.0000 for 395,000 shares of Common Stock of the
     Registrant subject to options granted under the 1998 Stock Plan as of
     August 1, 2000, (x) the aggregate of the exercise price of $3.3000 for
     10,000 shares of Common Stock of the Registrant subject to options granted
     under the 1998 Stock Plan as of December 4, 2000, (xi) the aggregate of the
     exercise price of $1.7800 for 355,000 shares of Common Stock of the
     Registrant subject to options granted under the 1998 Stock Plan as of March
     19, 2001, (xii) the aggregate of the exercise price of $1.6000 for 5,000
     shares of Common Stock of the Registrant subject to options granted under
     the 1998 Stock Plan as of April 3, 2001,(xiii) the aggregate of the
     exercise price of $1.6600 for 20,000 shares of Common Stock of the
     Registrant subject to options granted under the 1998 Stock Plan as of June
     14, 2001, (xiv) the aggregate of the exercise price of $1.6300 for 5,000
     shares of Common Stock of the Registrant subject to options granted under
     the 1998 Stock Plan as of July 2, 2001, (xv) the aggregate of the exercise
     price of $1.5100 for 2,000 shares of Common Stock of the Registrant subject
     to options granted under the 1998 Stock Plan as of July 9, 2001, (xvi) the
     aggregate of the exercise price of $0.6900 for 1,029,000 shares of Common
     Stock of the Registrant subject to options granted under the 1998 Stock
     Plan as of January 31, 2002, and (xvii) the average of the high and low
     prices of the Registrant's Common Stock on the American Stock Exchange of
     $0.67 on February 12, 2002 for the remaining 490,250 shares of Common Stock
     issuable under the 1998 Stock Plan, as amended.
(3)  The amount being registered represents the maximum number of shares of
     Common Stock that may be issued by the Registrant upon the exercise of
     options and other stock based awards granted or which may be granted under
     the 1998 Stock Plan. In addition, pursuant to Rule 416 under the Securities
     Act of 1933, as amended, there have also been registered additional shares
     of Common Stock as may become issuable pursuant to the anti-dilution
     provisions of the 1998 Stock Plan.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
2

ANDREA ELECTRONICS CORPORATION

PART I   INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                                EXPLANATORY NOTE

         This Registration Statement relates to two amendments of the 1998 Stock
Plan to increase the number of shares available for issuance upon the exercise
of stock options under the 1998 Stock Plan from 3,000,000 to 4,375,000 (an
initial increase in 2000 of 675,000 shares and a subsequent increase in 2001 of
700,000 shares). The content of the Registration Statement on Form S-8,
Registration No. 333-82375 filed with the Securities and Exchange Commission on
July 7, 1999, is hereby incorporated by reference.

ITEM 1. PLAN INFORMATION*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

         * Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed or to be filed with the SEC are incorporated by
reference in this Registration Statement:

         (a)    The Corporation's Annual Report on Form 10-K for the fiscal year
         ended December 31, 2000;

         (b)    The Form 10-Q reports filed by the Registrant for the fiscal
quarters ended March 31, June 30, and September 30, 2001 (File No. 001-04324),
filed with the SEC on May 15, 2001, August 14, 2001, and November 14, 2001,
respectively.

         (c)    The description of the Registrant's common stock, par value $.50
per share, contained in (i) the Registrant's registration statement filed under
the Exchange Act of 1934, as amended, No. 1-4324, as declared effective on
February 28, 1967, (ii) Article Third of -the Registrant's Restated Certificate
of Incorporation filed as Exhibit 3.1 to the Registrant's Current Report on Form
8-K dated November 30, 1998 and (iii) any subsequent amendment(s) or report(s)
filed for the purpose of updating such description.

         All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document, all or a portion of
which is incorporated by reference herein shall -be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such

                                       2
3

statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         The Common Stock to be offered pursuant to the 1998 Stock Plan has been
registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the
"Exchange Act"). Accordingly, a description of the Common Stock is not required
herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

         Section 722 of the Business Corporation Law of the State of New York
empowers a New York corporation to indemnify any person made, or threatened to
be made, a party to any action or proceeding (other than an action by or in the
right of the corporation to procure a judgment in its favor), whether civil or
criminal, including an action by or in the right of any other corporation of any
type or kind, domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which any director or officer of the
corporation served in any capacity at the request of the corporation, by reason
of the fact that such person, such person's testator or such person's intestate
is or was a director or officer of the corporation, or was serving at the
request of the corporation as a director or officer of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in
any capacity, against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees actually and necessarily incurred
as a result of such action or proceeding or any appeal therein, if such person
acted in good faith, for a purpose which such person reasonably believed to be
in, or, in the case of services for any other corporation or other enterprise,
not opposed to, the best interests of the corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe that such
person's conduct was unlawful. The termination of any action or proceeding by
judgment, settlement, conviction, or upon plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that such person did not
act in good faith, for a purpose which such person reasonably believed to be in,
or, in the case of services for any other corporation or other enterprise not
opposed to, the best interests of the corporation, or had reasonable cause to
believe that such person's conduct was unlawful.

         In the case of an action by or in the right of the corporation, Section
722 empowers a corporation to indemnify any person made or threatened to be made
a party to any action in any of the capacities set forth above against amounts
paid in settlement and reasonable expenses, including attorneys' fees, actually
and necessarily incurred by such person in connection with the defense or
settlement of such action or an appeal therein, if such person acted in good
faith, for a purpose which such person reasonably believed to be in, or, in the
case of services for any other corporation or other enterprise, not opposed to,
the best interests of the corporation, except that indemnification is not
permitted in respect of (1) a threatened action or pending action which is
settled or otherwise disposed of or (2) any claim, issue, or matter as to which
such person is adjudged to be liable to the corporation unless and only to the
extent that the court in which such action was brought, or if no action was
brought, any court of competent jurisdiction, determines upon application that,
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnify for such portion of the settlement amount and
expenses as the court deems proper.

         Section 723 provides that a New York corporation is required to
indemnify a person who has been successful, on the merits or otherwise, in the
defense of an action described in Section 722.

                                       3
4

         Section 721 provides that indemnification provided for by Section 722
shall not be deemed exclusive of any other rights to which the indemnified party
may be entitled, whether contained in the certificate of incorporation or the
by-laws or, when authorized by such certificate of incorporation or by-laws, (i)
a resolution of shareholders, (ii) a resolution of directors, or (iii) an
agreement providing for such indemnification, provided that no indemnification
may be made to or on behalf of any director or officer if a judgment or other
final adjudication adverse to the director or officer establishes that such
person's acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated.

         The Registrant's Certificate of Incorporation provides that the
personal liability of the directors of the Registrant is eliminated to the
fullest extent permitted by Section 402(b) of the Business Corporation Law of
the State of New York. In addition, the By-Laws of the Registrant provide in
substance that, to the fullest extent permitted by New York law, each director
and officer shall be indemnified by the Registrant against reasonable expenses,
including attorneys' fees, and any liabilities which such officer may incur in
connection with any action to which such officer may be made a party by reason
of being or having been a director or officer of the Registrant. The
indemnification provided by the Registrant's By-Laws is not deemed exclusive of
or in any way to limit any other rights which any person seeking indemnification
may be entitled.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  LIST OF EXHIBITS.

         The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):

         4.1     Andrea Electronics Corporation 1998 Stock Plan, as amended.1

         5.0     Opinion of Muldoon Murphy & Faucette LLP as to the legality of
                 the Common Stock to be issued.

         23.1    Consent of Muldoon Murphy & Faucette LLP (contained in the
                 opinion included in Exhibit 5.0).

         23.2    Consent of Arthur Andersen LLP.

         24.0    Power of Attorney is located on the signature page.

------------------------
1 Incorporated herein by reference to Appendix A of the Company's Proxy
Statement on Form DEF 14A (SEC File No.001-04324), filed with the SEC on July 6,
2001 and Exhibit B of the Company's Proxy Statement on Form DEF 14A (SEC File
No.001-04324), filed with the SEC on May 15, 2000.

                                       4
5

ITEM 9.  UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (1)         To file, during any period in which it offers or sells
                     securities, a post-effective amendment to this Registration
                     Statement to:

                         (i)    Include any Prospectus required by Section
                                10(a)(3) of the Securities Act;

                         (ii)   Reflect in the Prospectus any facts or events
                                which, individually or together, represent a
                                fundamental change in the information in the
                                Registration Statement. Notwithstanding the
                                foregoing, any increase or decrease in volume of
                                securities offered (if the total dollar value of
                                securities offered would not exceed that which
                                was registered) and any deviation from the low
                                or high end of the estimated maximum offering
                                range may be reflected in the form of prospectus
                                filed with the SEC pursuant to Rule 424(b) if,
                                in the aggregate, the changes in volume and
                                price represent no more than a 20 percent change
                                in the maximum aggregate offering price set
                                forth in the "Calculation of Registration Fee"
                                table in the effective registration statement;
                                and

                         (iii)  Include any additional or changed material
                                information on the plan of distribution not
                                previously disclosed in the Registration
                                Statement or any material change to such
                                information in the Registration Statement unless
                                the information required by (i) and (ii) is
                                contained in periodic reports filed by the
                                Registrant pursuant to Section 13 or 15(d) of
                                the Exchange Act that are incorporated by
                                reference into this Registration Statement;

         (2)         For determining liability under the Securities Act, to
                     treat each post-effective amendment as a new Registration
                     Statement of the securities offered, and the offering of
                     the securities at that time to be the initial bona fide
                     offering thereof.

         (3)         To file a post-effective amendment to remove from
                     registration any of the securities that remain unsold at
                     the end of the offering.

         (4)         That, for purposes of determining any liability under the
                     Securities Act, each filing of the Registrant's or the
                     Plan's annual report pursuant to Section 13(a) or 15(d) of
                     the Exchange Act that is incorporated by reference in the
                     Registration Statement shall be deemed to be a new
                     Registration Statement relating to the securities offered
                     therein, and the offering of such securities at that time
                     shall be deemed to be the initial bona fide offering
                     thereof.

         (5)         Insofar as indemnification for liabilities arising under
                     the Securities Act of 1933 may be permitted to trustees,
                     officers and controlling persons of the Registrant pursuant
                     to the foregoing provisions, or otherwise, the Registrant
                     has been advised that in the opinion of the SEC such
                     indemnification is against public policy as expressed in
                     the Act and is, therefore, unenforceable. In the event that
                     a claim for indemnification against such liabilities (other
                     than the payment by the Registrant of expenses incurred or
                     paid by a trustee, officer or controlling person of the
                     Registrant in the successful defense of any action, suit or
                     proceeding) is asserted by such trustee, officer or
                     controlling person in connection with the securities being
                     registered, the Registrant will, unless in the opinion of
                     its counsel the matter has been settled by controlling
                     precedent, submit to a court of appropriate jurisdiction
                     the question whether such indemnification by it is against
                     public policy as expressed in the Act and will be governed
                     by the final adjudication of such issue.

                                       5
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                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Andrea
Electronics Corporation certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, state of New York on February 14, 2002.

                                          Andrea Electronics Corporation

                                          By: /s/ Christopher P. Sauvigne
                                              ----------------------------------
                                              Christopher P. Sauvigne
                                              President, Chief Executive
                                              Officer and Director

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Douglas J. Andrea, Christopher P. Sauvigne and
Richard A. Maue, as his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to sign any or all amendments to the Form S-8
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the U.S. Securities and Exchange
Commission, respectively, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and things requisite
and necessary to be done as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

      Name                       Title                             Date
      ----                       -----                             ----

/s/ Christopher P. Sauvigne      President, Chief Executive    February 14, 2002
------------------------------   Officer and Director
Christopher P. Sauvigne          (principal executive officer)

/s/ Richard A. Maue              Executive Vice President,     February 14, 2002
------------------------------   Chief Executive Officer,
Richard A. Maue                  Secretary and Chief Accounting
                                 Officer

/s/ Douglas J. Andrea            Chairman of the Board         February 14, 2002
------------------------------
Douglas J. Andrea
7

/s/ Gary A. Jones                Director                      February 14, 2002
------------------------------
Gary A. Jones

/s/ Paul M. Morris               Director                      February 14, 2002
------------------------------
Paul M. Morris

/s/ Jack Lahav                   Director                      February 14, 2002
------------------------------
Jack Lahav

/s/ John Larkin                  Director                      February 14, 2002
------------------------------
John Larkin
8

                                  EXHIBIT INDEX
                                  -------------
EXHIBIT NO.     DESCRIPTION                                            METHOD OF FILING
4.1          Andrea Electronics Corporation 1998 Stock Plan, as     Incorporated herein by reference to
                   amended                                                Appendix A of the Company's Proxy
                                                                          Statement on Form DEF 14A (SEC File
                                                                          No.001-04324), filed with the SEC on
                                                                          July 6, 2001 and Exhibit B of the
                                                                          Company's Proxy Statement on Form DEF
                                                                          14A (SEC File No.001-04324), filed
                                                                          with the SEC on May 15, 2000.

      5.0          Opinion of Muldoon Murphy & Faucette LLP               Filed herewith.

      23.1         Consent of Muldoon Murphy & Faucette LLP               Contained in Exhibit 5.

      23.2         Consent of Arthur Andersen LLP                         Filed herewith.

      24.2         Power of Attorney                                      Located on the signature page.