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                         Supplement Dated March 29, 2002
                     to the Prospectus Dated October 5, 2001
                                     for the
                 Common Stock of Andrea Electronics Corporation
                         11,211,171 Shares Common Stock

         THE PROSPECTUS FOR ANDREA ELECTRONICS CORPORATION COMMON STOCK DATED
OCTOBER 5, 2001 IS HEREBY AMENDED TO REFLECT THE CHANGES AND ADDITIONAL
INFORMATION SET FORTH BELOW. IT IS SUGGESTED YOU KEEP THE SUPPLEMENT WITH SUCH
PROSPECTUS FOR FUTURE REFERENCE. UPON REQUEST, ANDREA ELECTRONICS WILL FURNISH
YOU A COPY OF SUCH PROSPECTUS AND ANY SUPPLEMENTS THERETO.

         The Prospectus is hereby amended by inserting the following paragraph
on page 21 after the section on "Triggering Events":

         On March 25, 2002, the Company announced that a triggering event had
occurred and that as a result of the trigger, the investor had the right to
require the Company to redeem all of the Series C Preferred Shares. As a result,
the Company sought a waiver from the investor. The investor agreed to waive its
right to receive the aggregate Triggering Event Redemption Price (as defined in
the Certificate of Amendment) (together with any interest and related cash
payments or penalties thereon) the investor was otherwise entitled to as a
result of the existing triggering event until April 1, 2007. In addition, the
investor agreed to waive, until April 1, 2007, its right to receive the
aggregate Triggering Event Redemption Price (as defined in the Certificate of
Amendment) (together with any interest and related cash payments or penalties
thereon) with respect to (1) any future Triggering Event relating to additional
registration failures, provided that the existing registration statements remain
effective and available to the investor for the number of shares currently
covered by such registration statements (less any future sales made pursuant to
such registration statements), and (2) any future Triggering Event relating to
the delisting of the Company's common stock, provided that the Common Stock is
thereafter authorized for trading on the OTC BB. In addition, the investor
agreed to waive, until April 1, 2007, the Company's obligation to register any
additional shares and the Company's obligation to make certain cash payments, if
any, for its failure to register any additional shares. Finally, the investor
acknowledged that, pursuant to Section IV(H) of the Certificate of Amendment, no
Maturity Date Redemption Price (as defined in Section IV(H) of the Certificate
of Amendment) is due on October 10, 2002. The investor's waivers described above
shall be null and void immediately, however, upon the earlier of April 1, 2007,
if such Triggering Event Redemption Price is not paid on April 1, 2007, the
first date on which the Company fails to comply in any material respect with the
terms of the Waiver Agreement, the Acknowledgment Agreement or the Security
Agreement entered into between the Company and investor (the "Agreements"), and
the first date on which the Company is insolvent.

         As consideration for the investor's agreement to waive its current and,
in certain circumstances, any future right to receive the aggregate Triggering
Event Redemption Price for the Preferred Stock, the Company agreed to grant the
investor a security interest in all of the Company's assets, however, the
investor agreed to have its lien on the Company's assets


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subordinated to (1) any lien granted in the future to a non-affiliated third
party in connection with a strategic transaction with a financing component,
provided that such third-party lien relates only to the amount of the financing
component of such transactions, and (2) any lien granted in the future to a bank
or other similar institution pursuant to any asset based financing transaction.
In addition, the investor agreed to release its lien in connection with any sale
of any assets subject to investor's lien, provided the investor receive a lien
on the proceeds of the sale. The investor acknowledged that its lien in any
portion of the Company's intellectual property is effectively subordinate to the
interest of any current or future licensee of such intellectual property, as any
interest the investor may have in such intellectual property cannot be greater
than the Company's interest therein.

         Given that the waiver granted by the investor does not cover all
triggering events set forth in the Certificate of Amendment and that the waiver
will be null and void in the event the Company fails to comply in any material
respect with the terms of the Agreements, among other things, there is a risk
that the investor could declare a triggering event that would trigger the
redemption rights. If such redemption rights are triggered and the Company has
insufficient funds to satisfy the redemption, the Company will be required to
obtain a new waiver from the investor. If the investor does not consent to such
a waiver, the Company's ability to continue its current operations will be
materially adversely affected.