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                                                                     EXHIBIT 3.1




                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                         ANDREA ELECTRONICS CORPORATION

                Under Section 805 of the Business Corporation Law

           WE, THE  UNDERSIGNED,  Christopher  P.  Sauvigne and Richard A. Maue,
being the  President  and the  Secretary,  respectfully,  of Andrea  Electronics
Corporation, do hereby certify and set forth:

      1.    The  name  of  the  corporation  is  Andrea  Electronics Corporation
            (hereinafter, the "Corporation".

      2.    The Certificate of Incorporation of  the  Corporation was filed with
            the  Department  of State on March 15, 1934,  under the name "F.A.D.
            Andrea, Inc."

      3.    Article Third of the Certificate of Incorporation of the Corporation
            is  hereby  amended  for the  purpose  of  changing  the  number  of
            authorized shares of the Corporation's  common stock from 70,000,000
            shares, at a par value of $.50 per share, to 200,000,000  shares, at
            a par value of $.01 per share.  To  accomplish  the  foregoing,  the
            21,127,918  issued  shares,  at a par value of $.50 per share,  will
            change into  21,127,918  issued  shares,  at a par value of $.01 per
            share,  at a rate of one share per share.  The remaining  48,872,082
            unissued shares,  at a par value of $.50 per share, will change into
            178,872,082  unissued shares, at a par value of $.01 per share, at a
            rate of 3.66 shares per share.  The text of the first  paragraph  of
            Article Third is hereby amended to read as set forth below in full:

            "THIRD:  The aggregate number of shares which the Corporation  shall
            have the authority to issue is 205 million  (205,000,000) of capital
            stock. Two hundred million  (200,000,000) shares shall be designated
            as common  stock,  each  having a par value of one cent  ($.01)  per
            share.  Five  million  (5,000,000)  shares  shall be  designated  as
            preferred  stock,  each  having a par value of one cent  ($.01)  per
            share."

      4.    This Amendment to Article Third  of the Certificate of Incorporation
            of the Corporation was authorized, pursuant to Section 803(a) of the
            Business  Corporation  Law of the State of New York, by a resolution
            of the  Board  of  Directors  of the  Corporation  duly  adopted  on
            December 19, 2002 and by a  resolution  of the  shareholders  of the
            Corporation duly adopted on January 31, 2003.




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       IN WITNESS WHEREOF, the undersigned have executed and signed this
Certificate on the 5th day of February, 2003, and hereby affirm the statements
contained herein as true under the penalties perjury.

                                    ANDREA ELECTRONICS CORPORATION



                                    /s/ Christopher P. Sauvigne
                                    --------------------------------
                                    Christopher P. Sauvigne
                                    President




                                    /s/ Richard A. Maue
                                    --------------------------------
                                    Richard A. Maue
                                    Secretary