Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
JONES GARY A
   2. Issuer Name and Ticker or Trading Symbol
ANDREA ELECTRONICS CORP [AND] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O ANDREA ELECTRONICS CORPORATION, 65 ORVILLE DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
07/24/2009
(Street)

BOHEMIA, NY 11716		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/24/2009   A   22,727 A $ 0 391,886 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 0.11 07/24/2009   A   18,182   01/24/2010(1) 07/24/2019 Common Stock 18,182 $ 0 18,182 D  
Employee Stock Option (right to buy) $ 0.69             01/31/2003 01/31/2012 Common Stock 10,000   10,000 D  
Employee Stock Option (right to buy) $ 0.05             11/10/2005 08/10/2015 Common Stock 75,000   75,000 D  
Employee Stock Option (right to buy) $ 0.12             05/16/2007 11/16/2016 Common Stock 16,667   16,667 D  
Employee Stock Option (right to buy) $ 0.04             02/08/2009(2) 08/08/2018 Common Stock 50,000   50,000 D  
Employee Stock Option (right to buy) $ 0.04             08/08/2009(3) 08/08/2018 Common Stock 15,000   15,000 D  
Employee Stock Option (right-to-buy) $ 0.11             03/12/2008(4) 09/12/2017 Common Stock 18,182   18,182 D  
Employee Stock Option (right-to-buy) $ 0.11             09/12/2008(5) 09/12/2017 Common Stock 15,000   15,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JONES GARY A
C/O ANDREA ELECTRONICS CORPORATION
65 ORVILLE DRIVE
BOHEMIA, NY 11716		   X      

Signatures

 By: Corisa Guiffre, Power of Attorney   07/28/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Stock Options granted on July 24, 2009 will vest as follows: 33.3% on January 24, 2010, 33.3% on July 24, 2010 and 33.4% on January 24, 2011.
(2) Stock Options granted on August 8, 2008 will vest as follows: 33.3% on February 8, 2009, 33.3% on August 8, 2009 and 33.4% on February 8, 2010.
(3) Stock Options granted on August 8, 2008 will vest as follows: 33.3% on August 1, 2009, 33.3% on August 1, 2010 and 33.4% on August 1, 2011.
(4) Stock Options granted on September 12, 2007 will vest as follows: 33.3% on March 12, 2008, 33.3% on September 12, 2008 and 33.4% on March 12, 2009.
(5) Stock Options granted on September 12, 2007 will vest as follows: 33.3% on September 12, 2008, 33.3% on September 12, 2009 and 33.4% on September 12, 2010.

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