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 *
Andrea Douglas J
   2. Issuer Name and Ticker or Trading Symbol
ANDREA ELECTRONICS CORP [ANDR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)
C/O ANDREA ELECTRONICS CORPORATION, 620 JOHNSON AVENUE, SUITE 1-B		 3. Date of Earliest Transaction (Month/Day/Year)
08/01/2018
(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 08/01/2018   M   1,875,000 A $ 0.04 2,219,700 D  
Common Stock               3,876 I By Daughter
Common Stock               12,438 I By Spouse

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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) $ 0.05             11/16/2017(1) 11/16/2026 Common Stock 1,400,000   1,400,000 D  
Stock Option (right to buy) $ 0.06             08/07/2016(2) 08/07/2025 Common Stock 500,000   500,000 D  
Stock Option (right to buy) $ 0.04 08/01/2018   M     1,875,000 08/01/2009(3) 08/08/2018 Common Stock 1,875,000 $ 0 125,000 D  
Stock Option (right to buy) $ 0.11             08/01/2010(4) 07/24/2019 Common Stock 1,000,000   1,000,000 D  
Stock Option (right to buy) $ 0.04             08/01/2010(5) 08/08/2018 Common Stock 1,000,000   1,000,000 D  
Stock Option (right to buy) $ 0.13             08/01/2011(6) 08/01/2020 Common Stock 1,000,000   1,000,000 D  
Stock Option (right to buy) $ 0.1             09/02/2015(7) 09/02/2024 Common Stock 500,000   500,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Andrea Douglas J
C/O ANDREA ELECTRONICS CORPORATION
620 JOHNSON AVENUE, SUITE 1-B
BOHEMIA, NY 11716		   X     President & CEO  

Signatures

 /s/ Corisa Guiffre, Power of Attorney   08/03/2018
**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 November 16, 2016 will vest as follows: 33.3% on November 16, 2017, 33.3% on November 16, 2018 and 33.4% November 16, 2019.
(2) Stock Options granted on August 7, 2015 will vest as follows: 33.3% on August 7, 2016, 33.3% on August 7, 2017 and 33.4% on August 7, 2018.
(3) Stock Options granted on August 8, 2008 vested 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 July 24, 2009 vested as follows: 33.3% on August 1, 2010, 33.3% on August 1, 2011 and 33.4% on August 1, 2012.
(5) Stock Options granted on August 8, 2008 vested as follows: 33.3% on August 1, 2010, 33.3% on August 1, 2011 and 33.4% on August 1, 2012.
(6) Stock Options granted on August 1, 2010 vested as follows: 33.3% on August 1, 2011, 33.3% on August 1, 2012 and 33.4% on August 1, 2013.
(7) Stock Options granted on September 2, 2014 vested as follows: 33.3% on September 2, 2015, 33.3% on September 2, 2016 and 33.4% on September 2, 2017.

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