Andrea Electronics Announces Results of Annual Meeting Of Stockholders; Second Issuance of the Series D Preferred Stock Scheduled to Close on June 1, 2004.

Business Editors/High-Tech Writers

MELVILLE, N.Y.--(BUSINESS WIRE)--May 25, 2004

Andrea Electronics Corporation (AMEX:AND) today announced the results of its Annual Meeting of Stockholders. At the meeting, the stockholders elected Douglas J. Andrea, John R. Croteau, Paul E. Donofrio, Gary A. Jones, Scott M. Koondel, Louis Libin, Joseph J. Migliozzi, and Jonathan D. Spaet to serve as directors until the next Annual Meeting of Stockholders. In addition to electing directors, the shareholders ratified proposal 2, the appointment of Marcum & Kliegman LLP as the Company's independent public accountants for the year ending December 31, 2004.

Additionally, proposal 3, the issuance of 1,250,000 shares of Series D Convertible Preferred Stock and related warrants, including the terms and provisions of the Series D Convertible Preferred Stock providing for adjustment to the number of shares of common stock into which a share of Series D Convertible Preferred Stock may be converted, was approved and ratified, and proposal 4, the issuance of an additional 1,250,000 shares of Series D Convertible Preferred Stock and related warrants, was approved as well. As such, the closing for the issuance of the additional 1,250,000 shares of Series D Convertible Preferred Stock has been scheduled for June 1, 2004.

Since approval by the majority of the outstanding shares of common stock of proposal 5, the amendment of the restated certificate of incorporation to eliminate a limitation on the conversion of the Series C Convertible Preferred Stock, was not obtained, the proposal was not approved.

"We sincerely appreciate the continued support of Andrea's shareholders at this crucial juncture in the Company's history," stated Paul E. Donofrio, President and CEO of Andrea Electronics Corporation. "The approval of Proposal 4 was extremely critical for the Company since this additional $1.25M of anticipated funding ensures our continued operation through at least the first quarter of 2005," Mr. Donofrio concluded.

About Andrea Electronics

Andrea Electronics Corporation designs, develops and manufactures audio technologies and equipment for enhancing applications that require high performance and high quality voice input. The Company's patented Digital Super Directional Array (DSDA(R)), patent-pending Directional Finding and Tracking Array (DFTA(R)), patented PureAudio(R), and patented EchoStop(TM) far-field microphone technologies enhance a wide range of audio products to eliminate background noise and ensure the optimum performance of voice applications. Visit Andrea Electronics' website at www.AndreaElectronics.com or call 1-800-442-7787.

This press release may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The words "anticipates," "believes," "estimates," "expects," "intends," "plans," "seeks," variations of such words, and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and involve matters that are subject to certain risks, uncertainties and assumptions that are difficult to predict, including economic, competitive, governmental, technological and other factors, that may affect the business and prospects of Andrea Electronics Corporation (the "Company"). The Company cautions investors about the following significant factors, which, among others, have in some cases affected the Company's actual results and are in the future likely to affect the Company's actual results and could cause them to differ materially from those expressed in any forward-looking statements: the rate at which Andrea Anti-Noise, DSDA, DFTA and other Andrea technologies are accepted in the marketplace; the competitiveness of Andrea Anti-Noise, DSDA, DFTA and other Andrea products in terms of technical specifications, quality, price, reliability and service; the sufficiency of the Company's funds for research and development, marketing and general and administrative expenses; infringement and other disputes relating to patents and other intellectual property rights held or licensed by the Company or third parties; the Company's continuing ability to enter and maintain collaborative relationships with other manufacturers, software authoring and publishing companies, and distributors; the emergence of new competitors in the marketplace; the Company's ability to compete successfully against established competitors with greater resources; the uncertainty of future governmental regulation; the Company's ability to obtain additional funds; and general economic conditions. No assurance can be given that the Company will achieve any material sales or profits from the products introduced in this release. These and other similar factors are discussed under the heading "Cautionary Statement Regarding Forward-looking statements" included in the Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's Annual Report on Form 10-KSB and in the Company's Annual Report to shareholders, and in documents subsequently filed by the Company with the Securities and Exchange Commission.