ANDREA ELECTRONICS CORP
10-Q/A, 1995-09-21
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549

                                 FORM 10-Q/A
                               AMENDMENT NO. 1


(Mark One)

( x )   QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
        EXCHANGE ACT OF 1934
    For the quarterly period ended June 30, 1995

                                      OR

(    )  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
        EXCHANGE ACT OF
1934 
    For the transition period from _________________ to ________________



                        Commission file number 1-4324
                                                       -----

                        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)        (Zip Code)

                                    1-800-442-7787                          
         --------------------------------------------------------------
             (Registrant's telephone number, including area code)



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

    Indicate  the  number of  shares  outstanding  of each  of  the  issuer's
classes of common equity, as of the latest practicable date.  3,016,360.

Reason for Filing Form 10-Q/A (Amendment No. 1):

This  Form 10-Q/A  (Amendment No.  1)  is being  filed to  indicate  that the
Registrant is seeking confidential treatment for certain portions of 
Exhibit 10.1  originally filed with the Registrant's  Report on  
Form 10-Q for  the quarterly  period ended  June 30, 1995.

                                      1
<PAGE>
                         PART II---OTHER INFORMATION


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K.

    (a)  Exhibits.

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

        10.1*    Procurement Agreement, dated June 16, 1995, by and between
                 International Business Machines Corporation and the Company

        11**     Computation of Fully Diluted Earnings Per Common Share

_____________________
*   Previously  filed with  the  Registrant's Report  on  Form 10-Q  for  the
    quarterly period ended June  30, 1995.    The  Registrant has  requested 
   confidential treatment  of certain portions of this Agreement.

**  Previously  filed with  the  Registrant's Report  on  Form 10-Q  for  the
    quarterly period ended June 30, 1995.


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<PAGE>
                                  SIGNATURES

Pursuant to  the requirements  of the  Securities Exchange  Act of  1934, the
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereto duly authorized.



                             ANDREA  ELECTRONICS CORPORATION
                                      (Registrant)






/s/ Frank A.D. Andrea, Jr.         Chairman of the Board   September 19, 1995
-----------------------------
Frank A.D. Andrea, Jr.             and Chief Executive Officer






/s/ Patrick D. Pilch              Executive Vice President   September 19, 1995
-----------------------------
Patrick D. Pilch                  and Chief Financial Officer



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