As filed with the Securities and Exchange Commission on February 2, 1998.

                                              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 charter)

               NEW YORK                              11-0482020
   (State or other jurisdiction of        (I.R.S. Employer identification No.)
   incorporation or organization)

                               11-40 45th ROAD
                      LONG ISLAND CITY, NEW YORK  11101
                   (Address of principal executive offices)
                         1991 PERFORMANCE EQUITY PLAN
                           (Full title of the Plan)

                       FRANK A.D. ANDREA, JR., Chairman
                        Andrea Electronics Corporation
                               11-40 45th Road
                      Long Island City, New York  11101
                                (718) 729-8500
     (Name, address and telephone number, including area code, of agent for 
                                service)

                               with a copy to:
                             ALAN L. JAKIMO, Esq.
                               Brown & Wood LLP
                            One World Trade Center
                          New York, New York  10048
                                (212) 839-5300

                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

 Title of Securities    Amount to be      Proposed Maximum    Proposed Maximum         Amount of
        to be            Registered           Offering       Aggregate Offering      Registration
     Registered                         Price Per Unit/(1)/      Price/(2)/            Fee
-----------------------------------------------------------------------------------------------------
<S>                   <C>                      <C>              <C>                     <C>    
    Common Stock,     210,000 shares           $0.75            $157,500                $46.47
-----------------------------------------------------------------------------------------------------
</TABLE>
(1)  Reflects the maximum option exercise price per share under the 
     Registrant's Performance Equity Plan (the "1991 Plan") for the shares 
     covered hereby, in accordance with Rule 457(h) promulgated under the 
     Securities Act of 1933.

(2)  Reflects the aggregate exercise price of the 210,000 shares of
     Common Stock of the Registrant covered hereby.

(3)  In addition, pursuant to Rule 416 under the Securities Act of 1933,
     there have also been registered additional shares of Common Stock as may
     become issuable pursuant to the anti-dilution provisions of the 1991 
     Plan.  
<PAGE>
PROSPECTUS

                        ANDREA ELECTRONICS CORPORATION
                               11-40 45th Road
                       Long Island City, New York 11101

                               210,000 Shares

                                 COMMON STOCK
                          (Par Value $.50 Per Share)

                                                                       
     -----------------------------------------------------------------
        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
       SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
            UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
            REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
     ------------------------------------------------------------------

     This Prospectus is being used in connection with the offering from time
to time by certain shareholders named herein (the "Selling Shareholders") of
Andrea Electronics Corporation (the "Corporation"), or their successors in
interest, of shares of the Common Stock of the Corporation which have been
or may be acquired upon the exercise of stock options pursuant to the 1991
Performance Equity Plan (the "1991 Plan") of the Corporation.

     The Common Stock may be sold from time to time by the Selling
Shareholders or by pledgees, donees, transferees, or other successors in
interest.  Such sales may be made on the American Stock Exchange, in the
over-the-counter market or otherwise at prices and at terms then prevailing
or at prices related to the then current market price, or in negotiated
transactions.  The Common Stock may be sold by one or more of the following: 
(a) a block trade in which the broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction; (b) purchases by a broker or
dealer for its account pursuant to this Prospectus; (c) an exchange
distribution in accordance with the rules of such exchange; and (d) ordinary
brokerage transactions and transactions in which the broker solicits
purchases.  In effecting sales, brokers or dealers engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate. 
Brokers or dealers will receive commissions or discounts from the Selling
Shareholders in amounts to be negotiated immediately prior to the sale.  Such
brokers or dealers and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "1933 Act") in connection with such sales.  In
addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than 
pursuant to this Prospectus.  The Corporation will not receive any of the
proceeds from the sale of these shares, although it has paid the expenses of
preparing this Prospectus and the related Registration Statement.

     The closing price of the Corporation's Common Stock on the American
Stock Exchange on January 30, 1998 was $14.4375.
                                                                      
     -----------------------------------------------------------------
     No person is authorized to give any information or to make any
representations, other than as contained herein, in connection with the offer
made in this Prospectus, and any information or representation not contained
herein must not be relied upon as having been authorized by the Corporation.
     -----------------------------------------------------------------

               The date of this Prospectus is February 2, 1998.

<PAGE>
                            AVAILABLE INFORMATION

     The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in
accordance therewith files reports, proxy statements, and other information
with the Securities and Exchange Commission (the "Commission").  Reports,
proxy statements, and other information filed by the Corporation with the
Commission may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices at: Seven World Trade
Center, Suite 1300, New York, New York 10048 and Northwest Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661.  Copies
of such material may be obtained upon written request addressed to the
Commission at the Public Reference Section, at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.  The Commission maintains a
web site that contains reports, proxy and information statements, and other
information regarding registrants that file electronically with the
Commission with a web site address of http://www.sec.gov.  In addition,
the Common Stock is listed on the American Stock Exchange and reports,
proxy and information statements, and other information concerning the
Corporation may also be inspected at the offices of the American Stock
Exchange, 86 Trinity Place, New York, New York  10006-1881.

     In addition, the Corporation will provide without charge to each person
to whom this Prospectus is delivered, upon either the written or oral request
of such person, the Annual Report to Shareholders for the Corporation's
latest fiscal year and a copy of any or all of the documents incorporated
herein by reference other than exhibits to such documents.  See
"INCORPORATION OF DOCUMENTS BY REFERENCE".  Such requests should be directed
to Andrea Electronics Corporation, 11-40 45th Road, Long Island City, New
York 11101, Attention: Secretary or (718) 729-8500.


                   INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents are hereby incorporated by reference in this
Registration Statement and are deemed to be a part hereof from the date of
filing such documents by the Corporation:

     (a)  The Corporation's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1996;

     (b)  The Corporation's Quarterly Reports on Form 10-Q for the three month
          periods ended March 31, 1997, June 30, 1997 and September 30, 1997;

     (c)  The Corporation's Current Reports on Form 8-K dated September 2,
          1997, October 23, 1997 and February 2, 1998; and

     (d)  The description of the Corporation's common stock, par value $.50
          per share (the "Common Stock"), contained in (i) the Corporation's
          registration statement filed under the Exchange Act No. 1-4324, as 
          declared effective on February 28, 1967, (ii) Article Third of 
          the Corporation's Certificate of Incorporation filed as Exhibit 3.1 
          to the Corporation's Quarterly Report on Form 10-Q for the quarter
          ended June 30, 1992 and (iii) any subsequent amendment(s)
          or report(s) filed for the purpose of updating such description.

     All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14, and 15(d) of the 1934 Act, 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 herein 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 Prospectus 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 statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

                                   Page 2
<PAGE>
                             SELLING SHAREHOLDERS

     The following table sets forth as of January 29, 1998 the name of each
Selling Shareholder, the nature of his position, office or other material
relationship to the Corporation and the number of shares of Common Stock
which such Selling Shareholder (1) owned of record, (2) acquired or may
acquire pursuant to the exercise of previously granted options under the 1991
Plan and is offering to sell pursuant to this Prospectus, and (3) the amount
of Common Stock to be owned by such Selling Shareholder assuming the exercise
of such options and the sale of such shares.

<TABLE>
<CAPTION>

                                                         Acquired or
                                                      Expected to Acquire
                                                      Pursuant to the 1991   
    Name and Relationship to        Owned as of        Plan and Offered       Stock to be Owned After
Andrea Electronics Corporation      January 29, 1998    Pursuant Hereto        Exercise and Sale
------------------------------------------------------------------------------------------------------
<S>                                <C>                     <C>                     <C>      
Frank A.D. Andrea, Jr.             812,318 (1)             100,000                 712,318
  Chairman of the Board and
  Chief Executive Officer

John N. Andrea                     272,892 (2)              60,000                 212,892
  Co-President and Director

Douglas J. Andrea                  354,230 (3)              50,000                 304,230
  Co-President and Director

</TABLE>


(1) Includes (i) 332,682 shares owned directly by Frank A.D. Andrea, Jr. and
     Mary Louise Andrea, his spouse, (ii) 79,636 shares owned by a son of
     Mr. and Mrs. Andrea, beneficial ownership of which is disclaimed by Mr.
     and Mrs. Andrea, and (iii) 400,000 of the 460,000 shares owned by ANC-I
     Limited Partnership, a Delaware limited partnership, of which the General
     Partners are Frank A.D. Andrea, Jr. and Mary Louise Andrea, representing
     Mr. Andrea's 43.48% and Mrs. Andrea's 43.48% interest in ANC-I Limited
     Partnership.  Does not include 100,000 shares which are not currently
     exercisable or exercisable within 60 days from the date hereof.

(2)  Includes (i) 60,438 shares owned directly by John N. Andrea and Mr.
     Andrea's spouse, (ii) 35,454 shares owned by Mr. Andrea's 
     minor children, (iii) 12,000 of the 460,000 shares owned by ANC-I
     Limited Partnership, representing Mr. Andrea's 2.6% interest in ANC
     I Limited Partnership, and (iv) 165,000 shares issuable upon the 
     exercise of options which are currently exercisable and exercisable 
     within 60 days from the date hereof.  Does not include 150,000 shares 
     which are not currently exercisable or exercisable within 60 days 
     from the date hereof.

(3)  Includes (i) 59,944 shares owned directly by Douglas J. Andrea and Mr.
     Andrea's spouse, (ii) 7,286 shares owned by Mr. Andrea's spouse,
     (iii) 12,000 of the 460,000 shares owned by ANC-I Limited Partnership,
     representing Mr. Andrea's 2.6% interest in ANC-I Limited Partnership, and
     (iv) 275,000 shares issuable upon the exercise of options which are
     currently exercisable and exercisable within 60 days from the date
     hereof.  Does not include 150,000 shares which are not currently
     exercisable or exercisable within 60 days from the date hereof.
                                   Page 3
<PAGE>
                                LEGAL MATTERS

     Legal matters with respect to the Common Stock being offered hereby have
been passed upon for the Corporation by Brown & Wood LLP, New York, New York.


                  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     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
indemnity 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.

     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.  


                                   Page 4
<PAGE>
     The Corporation's Certificate of Incorporation provides that the personal
liability of the directors of the Corporation 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 Corporation provide in
substance that, to the fullest extent permitted by New York law, each
director and officer shall be indemnified by the Corporation 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 Corporation.  The indemnification provided by the Corporation'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.

                                   EXPERTS

     The consolidated financial statements and schedules of the Corporation
included in the Form 10-K have been audited by Arthur Andersen LLP and Raich
Ende Malter Lerner & Co., independent auditors, as set forth in their reports
thereon included therein and incorporated herein by reference.  Such
consolidated financial statements and schedules are incorporated herein by
reference in reliance upon such reports given upon the authority of such firms
as experts in accounting and auditing in giving said reports.


                            ADDITIONAL INFORMATION

     As of January 29, 1998, the authorized Common Stock of the Corporation
totaled 15,000,000 shares, par value $.50 per share, of which 8,797,692
shares of Common Stock were issued and outstanding.  Further information
concerning the Common Stock of the Corporation may be found in the documents
incorporated by reference above.

                                    Page 5
<PAGE>

PART II--INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE. 

     The following documents are hereby incorporated by reference in this
Registration Statement and are deemed to be a part hereof from the date of
filing such documents by the Registrant:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1996;

     (b)  The Corporation's Quarterly Reports on Form 10-Q for the three month
          periods ended March 31, 1997, June 30, 1997 and September 30, 1997;

     (c)  The Corporation's Current Reports on Form 8-K dated September 2,
          1997, October 23, 1997 and February 2, 1998; and

     (d)  The description of the Registrant's common stock, par value $.50
          per share (the "Common Stock"), contained in (i) the Registrant's
          registration statement filed under the Exchange Act No. 1-4324, as 
          declared effective on February 28, 1967, and (ii) Article Third of 
          the Registrant's Certificate of Incorporation filed as Exhibit 3.1 
          to Registrant's Quarterly Report on Form 10-Q for the quarter ended 
          June 30, 1992 and (ii) 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 1934 Act, 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 statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.

                                   Page 6
<PAGE>
ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     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 indemnity 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.

     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


                                   Page 7
<PAGE>
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.  EXHIBITS.

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

4         1991 Performance Equity Plan of the Registrant

5         Opinion of Counsel

23.1      Consent of Independent Public Accountants

23.2      Independent Auditors' Consent

23.3      Consent of Counsel (contained in Exhibit 5)

24        Power of Attorney relating to subsequent amendments
__________________


ITEM 9.  UNDERTAKINGS.

(a)  The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;

          (iii)  To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.



                                   Page 8
<PAGE>
     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.

     (3)  To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.

(c)  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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 director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, 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 of whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.



                                   Page 9
<PAGE>
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant 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
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York on the
30th day of January, 1998.

                                   ANDREA ELECTRONICS CORPORATION<PAGE>
                                   By: /s/ John N. Andrea
                                   ------------------------------
                                        John N. Andrea
                                        Co-President

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below under "SIGNATURES" constitutes and appoints Frank A.D. Andrea,
Jr., John N. Andrea, Douglas J. Andrea, and Patrick D. Pilch, his true and
lawful attorneys-in-fact and agents, each acting alone, with full powers 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 this
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting
alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

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

/s/ Frank A.D. Andrea, Jr.    Chairman of the Board        January 30, 1998
--------------------------    and Chief Executive Officer
   Frank A.D. Andrea, Jr.

/s/ Patrick D. Pilch          Executive Vice President     January 30, 1998
--------------------------    and Chief Financial Officer,
   Patrick D. Pilch           Director
                            
/s/ John N. Andrea            Co-President, Director       January 30, 1998
--------------------------
   John N. Andrea

/s/ Douglas J. Andrea         Co-President, Director       January 30, 1998
--------------------------
    Douglas J. Andrea

/s/ Richard A. Maue           Vice President,              January 30, 1998
--------------------------    Controller and Secretary
    Richard A. Maue

/s/ Christopher Dorney        Director                     January 30, 1998
--------------------------
    Christopher Dorney

/s/ Gary A. Jones             Director                     January 30, 1998
--------------------------
    Gary A. Jones

/s/ Scott Koondel             Director                     January 30, 1998
--------------------------
    Scott Koondel

/s/ Paul M. Morris            Director                     January 30, 1998
--------------------------
    Paul M. Morris


<PAGE>
                                EXHIBIT INDEX


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

4       1991 Performance Equity Plan of the Registrant

5       Opinion of Counsel

23.1    Consent of Independent Public Accountants

23.2    Independent Auditors' Consent

23.3    Consent of Counsel (contained in Exhibit 5)

24      Power of Attorney relating to subsequent amendments

_______________
[{"type": "S-8", "sequence": "1", "description": "ANDREA ELECTRONICS CORPORATION FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 36726}]
{"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": "333-45421", "film-number": "98519340"}, "business-address": {"street1": "11 40 45TH RD", "city": "LONG ISLAND CITY", "state": "NY", "zip": "11101", "phone": "8004427787"}, "mail-address": {"street1": "11 40 45TH RD", "city": "LONG ISLAND CITY", "state": "NY", "zip": "11101"}, "former-company": {"former-conformed-name": "ANDREA RADIO CORP", "date-changed": "19911204"}}
As filed with the Securities and Exchange Commission on February 2, 1998.

                                              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 charter)

               NEW YORK                              11-0482020
   (State or other jurisdiction of        (I.R.S. Employer identification No.)
   incorporation or organization)

                               11-40 45th ROAD
                      LONG ISLAND CITY, NEW YORK  11101
                   (Address of principal executive offices)
                         1991 PERFORMANCE EQUITY PLAN
                           (Full title of the Plan)

                       FRANK A.D. ANDREA, JR., Chairman
                        Andrea Electronics Corporation
                               11-40 45th Road
                      Long Island City, New York  11101
                                (718) 729-8500
     (Name, address and telephone number, including area code, of agent for 
                                service)

                               with a copy to:
                             ALAN L. JAKIMO, Esq.
                               Brown & Wood LLP
                            One World Trade Center
                          New York, New York  10048
                                (212) 839-5300

                       CALCULATION OF REGISTRATION FEE
Title of Securities    Amount to be      Proposed Maximum    Proposed Maximum         Amount of
        to be            Registered           Offering       Aggregate Offering      Registration
     Registered                         Price Per Unit/(1)/      Price/(2)/            Fee
-----------------------------------------------------------------------------------------------------
Common Stock,     210,000 shares           $0.75            $157,500                $46.47
-----------------------------------------------------------------------------------------------------
(1)  Reflects the maximum option exercise price per share under the 
     Registrant's Performance Equity Plan (the "1991 Plan") for the shares 
     covered hereby, in accordance with Rule 457(h) promulgated under the 
     Securities Act of 1933.

(2)  Reflects the aggregate exercise price of the 210,000 shares of
     Common Stock of the Registrant covered hereby.

(3)  In addition, pursuant to Rule 416 under the Securities Act of 1933,
     there have also been registered additional shares of Common Stock as may
     become issuable pursuant to the anti-dilution provisions of the 1991 
     Plan.
PROSPECTUS

                        ANDREA ELECTRONICS CORPORATION
                               11-40 45th Road
                       Long Island City, New York 11101

                               210,000 Shares

                                 COMMON STOCK
                          (Par Value $.50 Per Share)

                                                                       
     -----------------------------------------------------------------
        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
       SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
            UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
            REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
     ------------------------------------------------------------------

     This Prospectus is being used in connection with the offering from time
to time by certain shareholders named herein (the "Selling Shareholders") of
Andrea Electronics Corporation (the "Corporation"), or their successors in
interest, of shares of the Common Stock of the Corporation which have been
or may be acquired upon the exercise of stock options pursuant to the 1991
Performance Equity Plan (the "1991 Plan") of the Corporation.

     The Common Stock may be sold from time to time by the Selling
Shareholders or by pledgees, donees, transferees, or other successors in
interest.  Such sales may be made on the American Stock Exchange, in the
over-the-counter market or otherwise at prices and at terms then prevailing
or at prices related to the then current market price, or in negotiated
transactions.  The Common Stock may be sold by one or more of the following: 
(a) a block trade in which the broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction; (b) purchases by a broker or
dealer for its account pursuant to this Prospectus; (c) an exchange
distribution in accordance with the rules of such exchange; and (d) ordinary
brokerage transactions and transactions in which the broker solicits
purchases.  In effecting sales, brokers or dealers engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate. 
Brokers or dealers will receive commissions or discounts from the Selling
Shareholders in amounts to be negotiated immediately prior to the sale.  Such
brokers or dealers and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "1933 Act") in connection with such sales.  In
addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than 
pursuant to this Prospectus.  The Corporation will not receive any of the
proceeds from the sale of these shares, although it has paid the expenses of
preparing this Prospectus and the related Registration Statement.

     The closing price of the Corporation's Common Stock on the American
Stock Exchange on January 30, 1998 was $14.4375.
                                                                      
     -----------------------------------------------------------------
     No person is authorized to give any information or to make any
representations, other than as contained herein, in connection with the offer
made in this Prospectus, and any information or representation not contained
herein must not be relied upon as having been authorized by the Corporation.
     -----------------------------------------------------------------

               The date of this Prospectus is February 2, 1998.
AVAILABLE INFORMATION

     The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in
accordance therewith files reports, proxy statements, and other information
with the Securities and Exchange Commission (the "Commission").  Reports,
proxy statements, and other information filed by the Corporation with the
Commission may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices at: Seven World Trade
Center, Suite 1300, New York, New York 10048 and Northwest Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661.  Copies
of such material may be obtained upon written request addressed to the
Commission at the Public Reference Section, at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.  The Commission maintains a
web site that contains reports, proxy and information statements, and other
information regarding registrants that file electronically with the
Commission with a web site address of http://www.sec.gov.  In addition,
the Common Stock is listed on the American Stock Exchange and reports,
proxy and information statements, and other information concerning the
Corporation may also be inspected at the offices of the American Stock
Exchange, 86 Trinity Place, New York, New York  10006-1881.

     In addition, the Corporation will provide without charge to each person
to whom this Prospectus is delivered, upon either the written or oral request
of such person, the Annual Report to Shareholders for the Corporation's
latest fiscal year and a copy of any or all of the documents incorporated
herein by reference other than exhibits to such documents.  See
"INCORPORATION OF DOCUMENTS BY REFERENCE".  Such requests should be directed
to Andrea Electronics Corporation, 11-40 45th Road, Long Island City, New
York 11101, Attention: Secretary or (718) 729-8500.

                   INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents are hereby incorporated by reference in this
Registration Statement and are deemed to be a part hereof from the date of
filing such documents by the Corporation:

     (a)  The Corporation's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1996;

     (b)  The Corporation's Quarterly Reports on Form 10-Q for the three month
          periods ended March 31, 1997, June 30, 1997 and September 30, 1997;

     (c)  The Corporation's Current Reports on Form 8-K dated September 2,
          1997, October 23, 1997 and February 2, 1998; and

     (d)  The description of the Corporation's common stock, par value $.50
          per share (the "Common Stock"), contained in (i) the Corporation's
          registration statement filed under the Exchange Act No. 1-4324, as 
          declared effective on February 28, 1967, (ii) Article Third of 
          the Corporation's Certificate of Incorporation filed as Exhibit 3.1 
          to the Corporation's Quarterly Report on Form 10-Q for the quarter
          ended June 30, 1992 and (iii) any subsequent amendment(s)
          or report(s) filed for the purpose of updating such description.

     All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14, and 15(d) of the 1934 Act, 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 herein 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 Prospectus 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 statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

                                   Page 2
SELLING SHAREHOLDERS

     The following table sets forth as of January 29, 1998 the name of each
Selling Shareholder, the nature of his position, office or other material
relationship to the Corporation and the number of shares of Common Stock
which such Selling Shareholder (1) owned of record, (2) acquired or may
acquire pursuant to the exercise of previously granted options under the 1991
Plan and is offering to sell pursuant to this Prospectus, and (3) the amount
of Common Stock to be owned by such Selling Shareholder assuming the exercise
of such options and the sale of such shares.
Acquired or
                                                      Expected to Acquire
                                                      Pursuant to the 1991   
    Name and Relationship to        Owned as of        Plan and Offered       Stock to be Owned After
Andrea Electronics Corporation      January 29, 1998    Pursuant Hereto        Exercise and Sale
------------------------------------------------------------------------------------------------------
Frank A.D. Andrea, Jr.             812,318 (1)             100,000                 712,318
  Chairman of the Board and
  Chief Executive Officer

John N. Andrea                     272,892 (2)              60,000                 212,892
  Co-President and Director

Douglas J. Andrea                  354,230 (3)              50,000                 304,230
  Co-President and Director
(1) Includes (i) 332,682 shares owned directly by Frank A.D. Andrea, Jr. and
     Mary Louise Andrea, his spouse, (ii) 79,636 shares owned by a son of
     Mr. and Mrs. Andrea, beneficial ownership of which is disclaimed by Mr.
     and Mrs. Andrea, and (iii) 400,000 of the 460,000 shares owned by ANC-I
     Limited Partnership, a Delaware limited partnership, of which the General
     Partners are Frank A.D. Andrea, Jr. and Mary Louise Andrea, representing
     Mr. Andrea's 43.48% and Mrs. Andrea's 43.48% interest in ANC-I Limited
     Partnership.  Does not include 100,000 shares which are not currently
     exercisable or exercisable within 60 days from the date hereof.

(2)  Includes (i) 60,438 shares owned directly by John N. Andrea and Mr.
     Andrea's spouse, (ii) 35,454 shares owned by Mr. Andrea's 
     minor children, (iii) 12,000 of the 460,000 shares owned by ANC-I
     Limited Partnership, representing Mr. Andrea's 2.6% interest in ANC
     I Limited Partnership, and (iv) 165,000 shares issuable upon the 
     exercise of options which are currently exercisable and exercisable 
     within 60 days from the date hereof.  Does not include 150,000 shares 
     which are not currently exercisable or exercisable within 60 days 
     from the date hereof.

(3)  Includes (i) 59,944 shares owned directly by Douglas J. Andrea and Mr.
     Andrea's spouse, (ii) 7,286 shares owned by Mr. Andrea's spouse,
     (iii) 12,000 of the 460,000 shares owned by ANC-I Limited Partnership,
     representing Mr. Andrea's 2.6% interest in ANC-I Limited Partnership, and
     (iv) 275,000 shares issuable upon the exercise of options which are
     currently exercisable and exercisable within 60 days from the date
     hereof.  Does not include 150,000 shares which are not currently
     exercisable or exercisable within 60 days from the date hereof.
                                   Page 3
LEGAL MATTERS

     Legal matters with respect to the Common Stock being offered hereby have
been passed upon for the Corporation by Brown & Wood LLP, New York, New York.

                  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     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
indemnity 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.

     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.  

                                   Page 4
The Corporation's Certificate of Incorporation provides that the personal
liability of the directors of the Corporation 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 Corporation provide in
substance that, to the fullest extent permitted by New York law, each
director and officer shall be indemnified by the Corporation 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 Corporation.  The indemnification provided by the Corporation'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.

                                   EXPERTS

     The consolidated financial statements and schedules of the Corporation
included in the Form 10-K have been audited by Arthur Andersen LLP and Raich
Ende Malter Lerner & Co., independent auditors, as set forth in their reports
thereon included therein and incorporated herein by reference.  Such
consolidated financial statements and schedules are incorporated herein by
reference in reliance upon such reports given upon the authority of such firms
as experts in accounting and auditing in giving said reports.

                            ADDITIONAL INFORMATION

     As of January 29, 1998, the authorized Common Stock of the Corporation
totaled 15,000,000 shares, par value $.50 per share, of which 8,797,692
shares of Common Stock were issued and outstanding.  Further information
concerning the Common Stock of the Corporation may be found in the documents
incorporated by reference above.

                                    Page 5
PART II--INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE. 

     The following documents are hereby incorporated by reference in this
Registration Statement and are deemed to be a part hereof from the date of
filing such documents by the Registrant:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1996;

     (b)  The Corporation's Quarterly Reports on Form 10-Q for the three month
          periods ended March 31, 1997, June 30, 1997 and September 30, 1997;

     (c)  The Corporation's Current Reports on Form 8-K dated September 2,
          1997, October 23, 1997 and February 2, 1998; and

     (d)  The description of the Registrant's common stock, par value $.50
          per share (the "Common Stock"), contained in (i) the Registrant's
          registration statement filed under the Exchange Act No. 1-4324, as 
          declared effective on February 28, 1967, and (ii) Article Third of 
          the Registrant's Certificate of Incorporation filed as Exhibit 3.1 
          to Registrant's Quarterly Report on Form 10-Q for the quarter ended 
          June 30, 1992 and (ii) 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 1934 Act, 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 statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.

                                   Page 6
ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     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 indemnity 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.

     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

                                   Page 7
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.  EXHIBITS.

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

4         1991 Performance Equity Plan of the Registrant

5         Opinion of Counsel

23.1      Consent of Independent Public Accountants

23.2      Independent Auditors' Consent

23.3      Consent of Counsel (contained in Exhibit 5)

24        Power of Attorney relating to subsequent amendments
__________________

ITEM 9.  UNDERTAKINGS.

(a)  The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;

          (iii)  To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.

                                   Page 8
(2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.

     (3)  To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.

(c)  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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 director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, 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 of whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

                                   Page 9
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant 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
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York on the
30th day of January, 1998.

                                   ANDREA ELECTRONICS CORPORATION
By: /s/ John N. Andrea
                                   ------------------------------
                                        John N. Andrea
                                        Co-President

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below under "SIGNATURES" constitutes and appoints Frank A.D. Andrea,
Jr., John N. Andrea, Douglas J. Andrea, and Patrick D. Pilch, his true and
lawful attorneys-in-fact and agents, each acting alone, with full powers 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 this
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting
alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

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

/s/ Frank A.D. Andrea, Jr.    Chairman of the Board        January 30, 1998
--------------------------    and Chief Executive Officer
   Frank A.D. Andrea, Jr.

/s/ Patrick D. Pilch          Executive Vice President     January 30, 1998
--------------------------    and Chief Financial Officer,
   Patrick D. Pilch           Director
                            
/s/ John N. Andrea            Co-President, Director       January 30, 1998
--------------------------
   John N. Andrea

/s/ Douglas J. Andrea         Co-President, Director       January 30, 1998
--------------------------
    Douglas J. Andrea

/s/ Richard A. Maue           Vice President,              January 30, 1998
--------------------------    Controller and Secretary
    Richard A. Maue

/s/ Christopher Dorney        Director                     January 30, 1998
--------------------------
    Christopher Dorney

/s/ Gary A. Jones             Director                     January 30, 1998
--------------------------
    Gary A. Jones

/s/ Scott Koondel             Director                     January 30, 1998
--------------------------
    Scott Koondel

/s/ Paul M. Morris            Director                     January 30, 1998
--------------------------
    Paul M. Morris
EXHIBIT INDEX

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

4       1991 Performance Equity Plan of the Registrant

5       Opinion of Counsel

23.1    Consent of Independent Public Accountants

23.2    Independent Auditors' Consent

23.3    Consent of Counsel (contained in Exhibit 5)

24      Power of Attorney relating to subsequent amendments

_______________