1


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12B-25

CUSIP Number 034393108                               SEC File Number 001-04324
             ---------                                              ----------


                           NOTIFICATION OF LATE FILING

(CHECK ONE): [ ] Form 10-K  [ ]  Form 20-F  [ ]  Form 11-K  [X] Form 10-Q
             [ ] Form N-SAR

For Period Ended:  JUNE 30, 2002
                   -----------------------------------------------------------

[  ] Transition Report on Form 10-K      [  ] Transition Report on Form 10-Q
[  ] Transition Report on Form 20-F      [  ] Transition Report on Form N-SAR
[  ] Transition Report on Form 11-K
For the Transition Period Ended:
                                  --------------------------------------------

          READ INSTRUCTION BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.

NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.

If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:  NOT APPLICABLE
                                              ----------------------------------

                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant ANDREA ELECTRONICS CORPORATION
                        ------------------------------------------------------

Former name if applicable
                         -----------------------------------------------------

Address of principal executive office (STREET AND NUMBER) 45 MELVILLE PARK ROAD
                                                          ---------------------

City, state and zip code MELVILLE, NEW YORK 11747
                         -----------------------------------------------------

                                     PART II
                            RULES 12B-25 (B) AND (C)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)

           (a) The reasons described in reasonable detail in Part III of this
               form could not be eliminated without unreasonable effort or
               expense;
           (b) The subject annual report, semi-annual report, transition report
               on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
               will be filed on or before the fifteenth
[X]            calendar day following the prescribed due date; or the subject
               quarterly report or transition report on Form 10-Q, or portion
               thereof will be filed on or before the fifth calendar day
               following the prescribed due date; and
           (c) The accountant's statement or other exhibit required by Rule
               12b-25(c) has been attached if applicable.

 2


                                    PART III
                                    NARRATIVE

State below in  reasonable  detail the reasons  why the Form 10-K,  20-F,  11-K,
10-Q,  N-SAR, or the transition  report or portion  thereof,  could not be filed
within the prescribed time period. (Attach extra sheets if needed.)

    ON JULY 1, 2002, THE REGISTRANT'S BOARD OF DIRECTORS,  AT THE RECOMMENDATION
OF ITS AUDIT  COMMITTEE,  DETERMINED  NOT TO ENGAGE  ARTHUR  ANDERSEN LLP AS THE
REGISTRANT'S  INDEPENDENT  ACCOUNTANTS  FOR THE FISCAL YEAR ENDING  DECEMBER 31,
2002. ON AUGUST 6, 2002,  THE SECURITIES  AND EXCHANGE  COMMISSION  INFORMED THE
REGISTRANT  THAT ARTHUR  ANDERSEN LLP HAD NOTIFIED THE  SECURITIES  AND EXCHANGE
COMMISSION  THAT  IT WAS  UNABLE  TO  PERFORM  FUTURE  AUDIT  SERVICES  FOR  THE
REGISTRANT  AND,  AS  A  RESULT,   ITS  RELATIONSHIP  WITH  THE  REGISTRANT  WAS
EFFECTIVELY  TERMINATED.  ARTHUR  ANDERSEN DID NOT NOTIFY THE REGISTRANT OF THIS
DIRECTLY,  HOWEVER,  THE SECURITIES AND EXCHANGE COMMISSION STATED IN ITS LETTER
THAT ARTHUR  ANDERSEN'S  NOTIFICATION  WAS CONSISTENT  WITH WIDELY  DISSEMINATED
PRESS REPORTS OF THE WIND-DOWN OF ARTHUR ANDERSEN'S BUSINESS.

    ON  JULY  29,  2002,   THE   REGISTRANT'S   BOARD  OF   DIRECTORS,   AT  THE
RECOMMENDATION  OF ITS'  AUDIT  COMMITTEE,  ENGAGED  PRICEWATERHOUSECOOPERS  LLP
("PWC") AS THE  REGISTRANTS'  INDEPENDENT  ACCOUNTANTS.  ON AUGUST 14, 2002, THE
REGISTRANT'S BOARD OF DIRECTORS,  AT THE RECOMMENDATION OF ITS' AUDIT COMMITTEE,
DISMISSED PWC AS THE REGISTRANTS INDEPENDENT ACCOUNTANTS. DURING THE TERM OF ITS
ENGAGEMENT,  PWC DID NOT AUDIT OR REVIEW ANY FINANCIAL STATEMENTS OF THE COMPANY
AS OF ANY DATE OR FOR ANY  PERIOD,  NOR  ISSUE  ANY  REPORTS  RELATING  THERETO.
HOWEVER,  PWC DID  COMMENCE,  BUT DID NOT  COMPLETE  A REVIEW  OF THE  COMPANY'S
INTERIM  FINANCIAL  STATEMENTS FOR THE QUARTER ENDED JUNE 30, 2002. PRIOR TO ITS
DISMISSAL,  PWC RAISED QUESTIONS  REGARDING THE REGISTRANT'S  ABILITY TO RECOVER
ITS DEFERRED TAX ASSETS. PWC WAS DISMISSED PRIOR TO THE MATTER BEING RESOLVED.

    ON  AUGUST  14,  2002,  THE   REGISTRANT'S   BOARD  OF  DIRECTORS,   AT  THE
RECOMMENDATION OF ITS AUDIT COMMITTEE, DETERMINED TO TERMINATE ITS ENGAGEMENT OF
PWC AS THE  REGISTRANT'S  INDEPENDENT  ACCOUNTANTS.  ON  AUGUST  15,  2002,  THE
REGISTRANT'S  BOARD OF DIRECTORS,  AT THE RECOMMENDATION OF ITS AUDIT COMMITTEE,
ENGAGED MARCUM & KLIEGMAN LLP AS THE REGISTRANT'S INDEPENDENT  ACCOUNTANTS.  DUE
TO THE RECENT  CHANGES IN  INDEPENDENT  ACCOUNTANTS  AND THE TIME  NECESSARY FOR
MARCUM & KLIEGMAN LLP TO COMPLETE ITS STANDARD  QUARTERLY REVIEW, THE REGISTRANT
IS  UNABLE  TO  FILE  TIMELY  WITHOUT   UNREASONABLE  EFFORT  AND  EXPENSE.  THE
REGISTRANT'S  MANAGEMENT  REASONABLY  BELIEVES THAT IT CAN COMPLETE AND FILE THE
FORM 10-Q WITHIN THE EXTENSION PERIOD.

                                     PART IV
                                OTHER INFORMATION

(1)   Name and telephone number of person to contact in regard to this
notification.

RICHARD A. MAUE                              (631)           719-1800
------------------------------------------------------------------------------
(Name)                                    (Area Code) (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).

                                                         [ X ] Yes    [  ] No

(3)  Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
                                                         [   ] Yes    [ X ] No

If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

                                        2

 3




                         ANDREA ELECTRONICS CORPORATION
 ------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date   AUGUST 15, 2002                          By /s/ RICHARD A. MAUE
      ------------------------------               ----------------------------
                                                RICHARD A. MAUE
                                                EXECUTIVE VICE PRESIDENT, CHIEF
                                                FINANCIAL OFFICER AND CORPORATE
                                                SECRETARY




                                        3