As filed with the Securities and Exchange Commission on October 18,
1996.
                                                      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
                                        Proposed       Proposed
                                        Maximum         Maximum
Title of Securities       Amount        Offering       Aggregate     Amount of
 to be Registered         to be          Price          Offering  Registration
                        Registered     Per Unit (1)      Price (2)      Fee
------------------------------------------------------------------------------

Common Stock, $.01 
  par value (3)       500,000 shares    $18.25         $6,391,000    $1,936.37

------------------------------------------------------------------------------

(1)  Reflects the maximum option exercise price per share under the 
     Registrant's Performance Equity Plan ("1991 Plan") for the shares 
     covered hereby, in accordance with Rule 457(h) promulgated under 
     the Securities Act of 1933.

(2)  Reflects aggregate exercise price of the 500,000 shares of Common 
     Stock of the Registrant covered by this Registration Statement, all
     of which are subject to options granted under the 1991 Plan and 
     outstanding on October 11, 1996.

(3)  In addition, pursuant to Rule 416, there are also being registered 
     additional shares of Common Stock as may become issuable pursuant 
     to the anti-dilution provisions of the 1991 Plan.

 

PART I--INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


                               EXPLANATORY NOTE

    This Registration Statement relates to the amendment of the 1991 Plan to
increase the number of shares available for issuance upon the exercise of
stock options under the 1991 Plan from 1,000,000 to 1,500,000 (an increase
of 500,000 shares).  The content of the Registration Statement on Form S-8,
Registration No. 33-84092 filed with the Securities and Exchange Commission
on September 15, 1994 is hereby incorporated by reference.


Item 1.     Plan Information*

Item 2.     Registrant Information and 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 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 Andrea Electronics Corporation (the "Corporation"):

    (a)  The Corporation's Annual Report on Form 10-K for the fiscal year
         ended December 31, 1995;

    (b)  The Corporation's Quarterly Reports on Form 10-Q for the quarters 
         ended March 31, 1996 and June 30, 1996.

    (c)  The description of the Registrant's common stock, par value $.50 per
         share (the "Common Stock"), contained in (i) Registrant's
         registration statement filed under the Exchange Act No. 1-4324, 
         as declared effective on February 28, 1967, (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 (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 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.

         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
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.

     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.  EXHIBITS.

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

4       1991 Performance Equity Plan of the Registrant (Incorporated by
        reference from the Registrant's Quarterly Report on Form 10-Q for the
        Three Months Ended March 31, 1996)

5       Opinion of Brown & Wood LLP     

23.1    Independent Auditors' Consent

23.2    Independent Auditors' Consent

23.3    Consent of Counsel (contained in Exhibit 5)

24      Power of Attorney relating to subsequent amendment (included
        on the signature page to this Registration Statement)

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 the registration statement.

    (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 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 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 Act and will be governed by the final 
adjudication of such issue.


                                  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 19th day of September, 1996.

                                   ANDREA ELECTRONICS CORPORATION
                                   By:  /s/ Frank A.D. Andrea, Jr.
                                       -----------------------------------
                                          (Frank A.D. Andrea, Jr.)
                                          Chairman of the Board and
                                          Chief Executive Officer

                               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      September 19, 1996
----------------------------     and Chief Executive Officer
Frank A.D. Andrea, Jr.

/s/ Patrick D. Pilch             Executive Vice President   September 19, 1996
----------------------------     and Chief Financial Officer,
Patrick D. Pilch                 Director

/s/ John N. Andrea               Co-President, Director     September 19, 1996
----------------------------
John N. Andrea

/s/ Douglas J. Andrea            Co-President, Director     September 19, 1996
----------------------------
Douglas J. Andrea

/s/ Jeffrey S. Gosman            Vice President,            September 19, 1996
----------------------------     Controller and Secretary
Jeffrey S. Gosman

/s/ Christopher Dorney           Director                   September 19, 1996
----------------------------
Christopher Dorney

/s/ Gary A. Jones                Director                   September 19, 1996
----------------------------
Gary A. Jones

/s/ Scott Koondel                Director                   September 19, 1996
----------------------------
Scott Koondel

/s/ Paul M. Morris               Director                   September 19, 1996
----------------------------
Paul M. Morris


                                EXHIBIT INDEX


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

4		1991 Performance Equity Plan of the Registrant (Incorporated 
		by reference from the Registrant's Quarterly Report on Form 
		10-Q for the Three Months Ended March 31, 1996)

5               Opinion of Brown & Wood LLP

23.1            Independent Auditors' Consent

23.2            Independent Auditors' Consent

23.3            Consent of Counsel (contained in Exhibit 5)

24              Power of Attorney relating to subsequent amendments (included 
		on the signature page to this Registration Statement)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19852}]
{"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": "333-14385", "film-number": "96645160"}, "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 October 18,
1996.
                                                      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
                                        Proposed       Proposed
                                        Maximum         Maximum
Title of Securities       Amount        Offering       Aggregate     Amount of
 to be Registered         to be          Price          Offering  Registration
                        Registered     Per Unit (1)      Price (2)      Fee
------------------------------------------------------------------------------

Common Stock, $.01 
  par value (3)       500,000 shares    $18.25         $6,391,000    $1,936.37

------------------------------------------------------------------------------

(1)  Reflects the maximum option exercise price per share under the 
     Registrant's Performance Equity Plan ("1991 Plan") for the shares 
     covered hereby, in accordance with Rule 457(h) promulgated under 
     the Securities Act of 1933.

(2)  Reflects aggregate exercise price of the 500,000 shares of Common 
     Stock of the Registrant covered by this Registration Statement, all
     of which are subject to options granted under the 1991 Plan and 
     outstanding on October 11, 1996.

(3)  In addition, pursuant to Rule 416, there are also being registered 
     additional shares of Common Stock as may become issuable pursuant 
     to the anti-dilution provisions of the 1991 Plan.

 

PART I--INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                               EXPLANATORY NOTE

    This Registration Statement relates to the amendment of the 1991 Plan to
increase the number of shares available for issuance upon the exercise of
stock options under the 1991 Plan from 1,000,000 to 1,500,000 (an increase
of 500,000 shares).  The content of the Registration Statement on Form S-8,
Registration No. 33-84092 filed with the Securities and Exchange Commission
on September 15, 1994 is hereby incorporated by reference.

Item 1.     Plan Information*

Item 2.     Registrant Information and 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 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 Andrea Electronics Corporation (the "Corporation"):

    (a)  The Corporation's Annual Report on Form 10-K for the fiscal year
         ended December 31, 1995;

    (b)  The Corporation's Quarterly Reports on Form 10-Q for the quarters 
         ended March 31, 1996 and June 30, 1996.

    (c)  The description of the Registrant's common stock, par value $.50 per
         share (the "Common Stock"), contained in (i) Registrant's
         registration statement filed under the Exchange Act No. 1-4324, 
         as declared effective on February 28, 1967, (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 (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 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.

         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
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.

     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.  EXHIBITS.

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

4       1991 Performance Equity Plan of the Registrant (Incorporated by
        reference from the Registrant's Quarterly Report on Form 10-Q for the
        Three Months Ended March 31, 1996)

5       Opinion of Brown & Wood LLP     

23.1    Independent Auditors' Consent

23.2    Independent Auditors' Consent

23.3    Consent of Counsel (contained in Exhibit 5)

24      Power of Attorney relating to subsequent amendment (included
        on the signature page to this Registration Statement)

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 the registration statement.

    (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 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 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 Act and will be governed by the final 
adjudication of such issue.

                                  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 19th day of September, 1996.

                                   ANDREA ELECTRONICS CORPORATION
                                   By:  /s/ Frank A.D. Andrea, Jr.
                                       -----------------------------------
                                          (Frank A.D. Andrea, Jr.)
                                          Chairman of the Board and
                                          Chief Executive Officer

                               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      September 19, 1996
----------------------------     and Chief Executive Officer
Frank A.D. Andrea, Jr.

/s/ Patrick D. Pilch             Executive Vice President   September 19, 1996
----------------------------     and Chief Financial Officer,
Patrick D. Pilch                 Director

/s/ John N. Andrea               Co-President, Director     September 19, 1996
----------------------------
John N. Andrea

/s/ Douglas J. Andrea            Co-President, Director     September 19, 1996
----------------------------
Douglas J. Andrea

/s/ Jeffrey S. Gosman            Vice President,            September 19, 1996
----------------------------     Controller and Secretary
Jeffrey S. Gosman

/s/ Christopher Dorney           Director                   September 19, 1996
----------------------------
Christopher Dorney

/s/ Gary A. Jones                Director                   September 19, 1996
----------------------------
Gary A. Jones

/s/ Scott Koondel                Director                   September 19, 1996
----------------------------
Scott Koondel

/s/ Paul M. Morris               Director                   September 19, 1996
----------------------------
Paul M. Morris

                                EXHIBIT INDEX

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

4		1991 Performance Equity Plan of the Registrant (Incorporated 
		by reference from the Registrant's Quarterly Report on Form 
		10-Q for the Three Months Ended March 31, 1996)

5               Opinion of Brown & Wood LLP

23.1            Independent Auditors' Consent

23.2            Independent Auditors' Consent

23.3            Consent of Counsel (contained in Exhibit 5)

24              Power of Attorney relating to subsequent amendments (included 
		on the signature page to this Registration Statement)