8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K
                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
         Date of Report (Date of earliest event reported): June 4, 2004
                                                           ------------


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


         New York                           1-4324           11-0482020
         --------                         --------           ----------
(State or other Jurisdiction of          (Commission        (IRS Employer
incorporation or organization)          File Number)        Identification No.)


                 45 Melville Park Road, Melville, New York 11747
                 -----------------------------------------------
                    (Address of principal executive offices)


                                 (631) 719-1800
                                 --------------
              (Registrant's telephone number, including area code)


                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)




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ITEM 5.  OTHER EVENTS.
         ------------

         Pursuant to the terms of the Securities Purchase Agreement (as
described below), on June 4, 2004, the signatories to that Securities Purchase
Agreement purchased for a total purchase price of $1,250,000, an additional
1,250,000 shares of Series D Preferred Stock convertible into 5,000,000 shares
of common stock (an effective exercise price of $0.25 per share) and Warrants to
purchase an additional 2,500,000 shares of common stock. The Warrants are
exercisable at any time after six months and before five years from June 4, 2004
at an exercise price of $0.17 per share.

         As discussed in its Form 8-K reports filed with the Securities and
Exchange Commission on February 17, 2004 and February 26, 2004, the Company
entered into the Securities Purchase Agreement (filed as Exhibit 4.1 to the Form
8-K filed on February 26, 2004) on February 20, 2004 with the third party
investors who were the signatories to that Securities Purchase Agreement. On
February 23, 2004, those signatories purchased the first tranche of securities
pursuant to the Securities Purchase Agreement, for a purchase price of
$1,250,000. Those securities consisted of an aggregate of 1,250,000 shares of a
new class of preferred stock, the Series D Convertible Preferred Stock (the
"Series D Preferred Stock"), convertible into 5,000,000 shares of common stock
(an effective exercise price of $0.25 per share) and Common Stock Warrants
exercisable for an aggregate of 2,500,000 shares of common stock. Those Warrants
are exercisable at any time after six months and before five years from February
23, 2004 at an exercise price of $0.38 per share.

         In addition, the signatories agreed, pursuant to the Securities
Purchase Agreement, to purchase a second tranche of securities, which are the
securities purchased on June 4, 2004, as described above.

         The terms of the Series D Preferred Stock and the Warrants are set
forth in the Certificate of Amendment and the Form of Common Stock Warrant filed
as Exhibit 3.1 and 4.3, respectively, to the Form 8-K filed on February 26,
2004.

         In connection with the Securities Purchase Agreement, the Company also
entered into a Registration Rights Agreement (filed as Exhibit 4.2 to the Form
8-K filed on February 26, 2004), pursuant to which the Company has registered
the common stock issuable upon conversion of the Series D Preferred Stock and
exercise of the Warrants for the purchasers under the Securities Purchase
Agreement.

         A copy of the press release related to these matters is attached as
Exhibit 99.1 to this Form 8-K.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
         ---------------------------------

         Exhibit 99.1      Press Release dated June 7, 2004


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                                   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 hereunto duly authorized.

                                       ANDREA ELECTRONICS CORPORATION


Dated: June 7, 2004                    By: /s/ Corisa L. Guiffre
                                           -------------------------------------
                                           Corisa L. Guiffre
                                           Vice President and Chief Financial
                                           Officer

EX-99.1

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Press Release Source: Andrea Electronics Corporation


Andrea Electronics Completes Second Tranche of Capital Financing
Monday June 7, 8:30 am ET


MELVILLE, N.Y.--(BUSINESS WIRE)--June 7, 2004--Andrea Electronics Corporation
(AMEX:AND - News): $1.25 Million Cash Infusion Follows Stockholder Approval and
Effective Registration of Underlying Securities Andrea Electronics Corporation
(AMEX: AND - News) announced today that on June 4, 2004 it completed the second
tranche of capital financing, comprising 1,250,000 shares of Series D Preferred
Stock that are convertible into 5,000,000 shares of common stock (an effective
conversion price of $0.25 per share) and Warrants exercisable for an aggregate
of 2,500,000 shares of common stock, for an aggregate purchase of $1,250,000.
The Warrants associated with the second tranche of financing are exercisable
after December 4, 2004 and before June 4, 2009 at an exercise price of $0.17 per
share. As previously reported on February 26, 2004, the Company entered into a
Securities Purchase Agreement on February 20, 2004 with third party investors,
who now own the outstanding shares of the Company's Series C Convertible Stock,
and other investors (collectively, the "Buyers"). On February 23, 2004, in the
first tranche of capital financing, these Buyers purchased for a purchase price
of $1,250,000, 1,250,000 shares of Series D Convertible Preferred Stock (the
"Series D Preferred Stock") that are convertible into 5,000,000 shares of common
stock (an effective conversion price of $0.25 per share) and Warrants
exercisable for an aggregate of 2,500,000 shares of common stock. The Warrants
associated with the first tranche of financing are exercisable after August 23,
2004 and before February 23, 2009 at an exercise price of $0.38 per share.

In connection with the Securities Purchase Agreement, the Company also entered
into a Registration Rights Agreement (shown as Exhibit 4.2 to the Form 8-K which
was filed with the SEC on February 26, 2004), pursuant to which the Company has
registered the common stock issuable upon conversion of the Series D Preferred
Stock and exercise of the Warrants for resale by the purchasers under the
Securities Purchase Agreement.

"I would like to take this opportunity to express our appreciation not only to
Andrea's stockholders for their approval of this crucial financing but also to
thank the new investors for their continued support and commitment to the
Company," stated Paul E. Donofrio, President and Chief Executive Officer. "With
the balance of this new financing now completed, which ensures our continued
operation through at least the first quarter of 2005, our efforts will be even
more focused on enhancing our sales and marketing initiatives," Mr. Donofrio
concluded.

About Andrea Electronics

Andrea Electronics Corporation designs, develops and manufactures audio
technologies and equipment for enhancing applications that require high
performance and high quality voice input. The Company's patented Digital Super
Directional Array (DSDA(R)), patent-pending Directional


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Finding and Tracking Array (DFTA(R)), patented PureAudio(R), and patented
EchoStop(TM) far-field microphone technologies enhance a wide range of audio
products to eliminate background noise and ensure the optimum performance of
voice applications. Visit Andrea Electronics' website at
www.AndreaElectronics.com or call 1-800-707-5779.

This press release may contain "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. The words
"anticipates," "believes," "estimates," "expects," "intends," "plans," "seeks,"
variations of such words, and similar expressions are intended to identify
forward-looking statements. These statements are not guarantees of future
performance and involve matters that are subject to certain risks, uncertainties
and assumptions that are difficult to predict, including economic, competitive,
governmental, technological and other factors, that may affect the business and
prospects of Andrea Electronics Corporation (the "Company"). The Company
cautions investors about the following significant factors, which, among others,
have in some cases affected the Company's actual results and are in the future
likely to affect the Company's actual results and could cause them to differ
materially from those expressed in any forward- looking statements: the rate at
which Andrea Anti-Noise, DSDA, DFTA and other Andrea technologies are accepted
in the marketplace; the competitiveness of Andrea Anti-Noise, DSDA, DFTA and
other Andrea products in terms of technical specifications, quality, price,
reliability and service; the sufficiency of the Company's funds for research and
development, marketing and general and administrative expenses; infringement and
other disputes relating to patents and other intellectual property rights held
or licensed by the Company or third parties; the Company's continuing ability to
enter and maintain collaborative relationships with other manufacturers,
software authoring and publishing companies, and distributors; the emergence of
new competitors in the marketplace; the Company's ability to compete
successfully against established competitors with greater resources; the
uncertainty of future governmental regulation; the Company's ability to obtain
additional funds; and general economic conditions. No assurance can be given
that the Company will achieve any material sales or profits from the products
introduced in this release. These and other similar factors are discussed under
the heading "Cautionary Statement Regarding Forward-looking statements" included
in the Management's Discussion and Analysis of Financial Condition and Results
of Operations in the Company's Annual Report on Form 10-K and in the Company's
Annual Report to shareholders, and in documents subsequently filed by the
Company with the Securities and Exchange Commission.

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Contact:
     Andrea Electronics
     Corisa L. Guiffre, 631-719-1800 or 800-707-5779