S-8

As filed with the Securities and Exchange Commission on April 7, 2006     Registration No. 333-            

UNITED STATES

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 certificate of incorporation)

New York	11-0482020
(state or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification No.)

65 Orville Drive

Bohemia, New York 11716

(631) 719-1800

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Andrea Electronics Corporation

1998 Stock Plan, as amended

(Full Title of the Plan)

Douglas J. Andrea	Copies to:
Chairman of the Board, President and	Lawrence M.F. Spaccasi, Esquire
Chief Executive Officer	Muldoon Murphy & Aguggia LLP
Andrea Electronics Corporation	5101 Wisconsin Avenue, N.W.
65 Orville Drive	Washington, D.C. 20016
Bohemia, New York 11716	(202) 362-0840
(631) 719-1800
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (3)(4)	Amount of Registration Fee
Common Stock, $0.01 par Value	2,000,000	$0.08	$156,066	$17.00

(1) This amount represents 2,000,000 additional shares being registered for issuance pursuant to the Andrea Electronics Corporation 1998 Stock Plan, as amended (“1998 Stock Plan”). This Registration Statement also covers an indeterminate number of shares reserved for issuance pursuant to the 1998 Stock Plan as a result of any future stock split, stock dividend or similar adjustment of the outstanding common stock of the Registrant (the “Common Stock”).

(2) Reflects the average option exercise price per share under the Registrant’s 1998 Stock Plan for the 2,000,000 shares of Common Stock covered hereby, in accordance with Rules 457(h) and 457(c) promulgated under the Securities Act of 1933, as amended.

(3) Computed in accordance with Rules 457(h) and 457(c) promulgated under the Securities Act of 1933, as amended. Reflects the sum of: (i) the aggregate of the exercise price of $0.05 for 523,347 shares of Registrant’s Common Stock subject to the exercise of options granted on August 10, 2005 and November 1, 2005; (ii) the aggregate of the exercise price of $0.04 for 60,000 shares of Registrant’s Common Stock subject to the exercise of options granted on January 3, 2006, February 15, 2006 and February 17, 2006; and (iii) the average of the high and low prices of the Registrant’s Common Stock on the OTC Bulletin Board of $0.09 on March 31, 2006 for the remaining 1,416,653 shares of Common Stock issuable under the 1998 Stock Plan, as amended.

(4) Estimated solely for purposes of calculating the registration fee.

This Registration Statement shall become effective immediately upon filing in accordance with Section 8(a) of the Securities Act of 1933, as amended, (the “Securities Act”) and 17 C.F.R. §230.462.

PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

EXPLANATORY NOTE

This Registration Statement relates to an amendment of the 1998 Stock Plan to increase the number of shares available for issuance upon the exercise of stock options under the 1998 Stock Plan by 2,000,000 shares from 4,375,000 to 6,375,000. The contents of the Registration Statements on Form S-8, Registration Nos. 333-82375 and 333-82738 filed with the Securities and Exchange Commission on July 7, 1999 and February 14, 2002, respectively, are hereby incorporated by reference.

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. List of Exhibits.

The following exhibits are filed with or incorporated by reference into this Registration Statement on Form S-8 (numbering corresponds generally to Exhibit Table in Item 601 of Regulation S-K):

4.1	Andrea Electronics Corporation 1998 Stock Plan, as amended.1
5.0	Opinion of Muldoon Murphy & Aguggia LLP as to the legality of the Common Stock to be issued.
23.1	Consent of Muldoon Murphy & Aguggia LLP (contained in the opinion included in Exhibit 5.0).
23.2	Consent of Marcum & Kliegman LLP

¹ Incorporated herein by reference to the Exhibits to the Annual Report on Form 10-KSB filed by the Company on March 31, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Andrea Electronics Corporation 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 Bohemia, state of New York on April 7, 2006.

Andrea Electronics Corporation
By:	/s/ Douglas J. Andrea
	Douglas J. Andrea
	Chairman of the Board, President, Chief Executive Officer and Corporate Secretary

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

Name	Title	Date
/s/ Douglas J. Andrea Douglas J. Andrea	Chairman of the Board, President, Chief Executive Officer and Corporate Secretary (principal executive officer)	April 7, 2006
/s/ Corisa L. Guiffre Corisa L. Guiffre	Vice President and Chief Financial Officer (principal financial and accounting officer)	April 7, 2006
/s/ Gary A. Jones Gary A. Jones	Director	April 7, 2006
/s/ Louis Libin Louis Libin	Director	April 7, 2006
/s/ Joseph J. Migliozzi Joseph J. Migliozzi	Director	April 7, 2006
/s/ Jonathan D. Spaet Jonathan D. Spaet	Director	April 7, 2006

EX-5.0

Exhibit 5.0

Opinion of Muldoon Murphy& Aguggia LLP

[Letterhead of Muldoon Murphy & Aguggia LLP]

April 7, 2006

Board of Directors

Andrea Electronics Corporation

65 Orville Drive

Bohemia, New York 11716

Re:	Andrea Electronics Corporation 1998 Stock Plan
	Registration Statement on Form S-8 for Offer and Sale of
	2,000,000 Shares of Common Stock

Ladies and Gentlemen:

We have been requested by Andrea Electronics Corporation, a New York corporation (the “Company”), to issue our opinion in connection with the registration of 2,000,000 shares of the Company’s common stock, $.01 par value to be issued pursuant to the Company’s 1998 Stock Plan (the “Plan”) upon the exercise of stock options or stock purchase rights granted or to be granted under the Plan. The registration of the shares is being effected on Form S-8 under the Securities Act of 1933.

We have made such legal and factual examinations and inquiries as we have deemed advisable for the purpose of rendering this opinion. In our examination, we have assumed and have not verified (i) the genuineness of all signatures, (ii) the authenticity of all documents submitted to us as originals, (iii) the conformity with the originals of all documents supplied to us as copies, and (iv) the accuracy and completeness of all corporate records and documents and of all certificates and statements of fact, in each case given or made available to us by the Company or its subsidiary.

Based on the foregoing and limited in all respects to Federal law, it is our opinion that the shares of common stock reserved for issuance under the Plan are duly authorized and upon payment for and issuance of the common stock issuable upon exercise of the stock options or stock purchase rights in accordance with the terms of the stock options or stock purchase rights, as the case may be, will be validly issued, fully paid and nonassessable.

We note that, although certain portions of the Registration Statement on Form S-8 (the financial statements and schedules) have been included therein (through incorporation by reference) on the authority of “experts” within the meaning of the Securities Act, we are not experts with respect to any portion of the Registration Statement, including without limitation, to the financial statements or schedules or the other financial information or data included therein.

Board of Directors

Andrea Electronics Corporation

April 7, 2006

Page 2

We hereby consent to the filing of this opinion as an exhibit to the Company’s Registration Statement on Form S-8, and we consent to the use of the name of our firm under the heading “Interests of Named Experts and Counsel” therein.

Very truly yours,

/s/ MULDOON MURPHY & AGUGGIA LLP

MULDOON MURPHY & AGUGGIA LLP

EX-23.2

Exhibit 23.2

Consent of Marcum & Kliegman LLP

[Letterhead of Marcum & Kliegman LLP]

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

We consent to the incorporation by reference in this Registration Statement of Andrea Electronics Corporation on Form S-8 of our report dated March 8, 2006, with respect to our audits of the consolidated financial statements of Andrea Electronics Corporation as of December 31, 2005 and for the years ended December 31, 2005 and 2004 appearing in the Annual Report on Form 10-KSB of Andrea Electronics Corporation for the year ended December 31, 2005.

/s/ Marcum & Kliegman LLP

Marcum & Kliegman LLP

Melville, New York

April 6, 2006