UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No.  034393108

13G

Page 2 of 15 Pages

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
HFTP Investment L.L.C.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware limited liability company

U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
0

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.0%

12.

Type of Reporting Person (See Instructions)
OO

CUSIP No.  034393108

13G

Page 3 of 15 Pages

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Promethean Asset Management, L.L.C.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware limited liability company

U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
0

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.0%

12.

Type of Reporting Person (See Instructions)
OO; HC

CUSIP No.  034393108

13G

Page 4 of 15 Pages

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
James F. O’Brien, Jr.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
U.S. Citizen

U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
0

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.0%

12.

Type of Reporting Person (See Instructions)
IN; HC

CUSIP No.  034393108

13G

Page 5 of 15 Pages

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Promethean Investment Group, L.L.C.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
New York limited liability company

U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
0

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.0%

12.

Type of Reporting Person (See Instructions)
OO; HC

CUSIP No.  034393108

13G

Page 6 of 15 Pages

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
HFTP Managers LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware limited liability company

U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
0

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.0%

12.

Type of Reporting Person (See Instructions)
OO; HC

CUSIP No.  034393108

13G

Page 7 of 15 Pages

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Heracles Fund

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Cayman Islands corporation

U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
0

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.0%

12.

Type of Reporting Person (See Instructions)
CO; HC

CUSIP No.  034393108

13G

Page 8 of 15 Pages

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Promethean Managers LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware limited liability company

U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
0

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.0%

12.

Type of Reporting Person (See Instructions)
OO; HC

CUSIP No.  034393108

13G

Page 9 of 15 Pages

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Themis Managers LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware limited liability company

U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
0

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.0%

12.

Type of Reporting Person (See Instructions)
OO; HC

CUSIP No.  034393108

13G

Page 10 of 15 Pages

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Themis Qualified Partners L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware limited partnership

U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
0

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.0%

12.

Type of Reporting Person (See Instructions)
PN; HC

CUSIP No.  034393108

13G

Page 11 of 15 Pages

Item 1.

(a)

Name of Issuer
Andrea Electronics Corporation

(b)

Address of Issuer’s Principal Executive Offices
45 Melville Park Road

Melville, New York 11747

Item 2.

(a)

Name of Person Filing

(b)

Address of Principal Business Office or, if none, Residence

(c)

Citizenship

HFTP Investment L.L.C.

750 Lexington Avenue, 22^nd Floor

New York, New York 10022

Delaware limited liability company

Promethean Asset Management, L.L.C.

750 Lexington Avenue, 22^nd Floor

New York, New York 10022

Delaware limited liability company

James F. O’Brien, Jr.

750 Lexington Avenue, 22^nd Floor

New York, New York 10022

U.S. citizen

Promethean Investment Group, L.L.C.

750 Lexington Avenue, 22^nd Floor

New York, New York 10022

New York limited liability company

HFTP Managers LLC

750 Lexington Avenue, 22^nd Floor

New York, New York 10022

Delaware limited liability company

Heracles Fund

c/o Promethean Asset Management, L.L.C.

750 Lexington Avenue, 22^nd Floor

New York, New York 10022

Cayman Island corporation

Promethean Managers LLC

750 Lexington Avenue, 22^nd Floor

New York, New York 10022

Delaware limited liability company

CUSIP No.  034393108

13G

Page 12 of 15 Pages

Themis Managers LLC

750 Lexington Avenue, 22^nd Floor

New York, New York 10022

Delaware limited liability company

Themis Qualified Partners L.P.

750 Lexington Avenue, 22^nd Floor

New York, New York 10022

Delaware limited partnership

(d)

Title of Class of Securities
Common Stock, par value $0.01 per share

(e)

CUSIP Number
034393108.

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box.  ý

CUSIP No.  034393108

13G

Page 13 of 15 Pages

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

HFTP INVESTMENT L.L.C.

PROMETHEAN ASSET MANAGEMENT, L.L.C.

JAMES F. O’BRIEN, JR.

PROMETHEAN INVESTMENT GROUP, L.L.C.

HFTP MANAGERS LLC

HERACLES FUND

PROMETHEAN MANAGERS LLC

THEMIS MANAGERS LLC

THEMIS QUALIFIED PARTNERS L.P.

(a)

Amount beneficially owned:   

0

(b)

Percent of class:   

0.0%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

0

(ii)

Shared power to vote or to direct the vote    

0

(iii)

Sole power to dispose or to direct the disposition of   

0

(iv)

Shared power to dispose or to direct the disposition of   

0

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ý.

CUSIP No.  034393108

13G

Page 14 of 15 Pages

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

See Item 2 above.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

Item 9.

Notice of Dissolution of Group

Not Applicable.

CUSIP No.  034393108

13G

Page 15 of 15 Pages

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Dated this 25th day of January, 2005

/s/ James F. O’Brien, Jr.

HERACLES FUND

James F. O’Brien, Jr.

By:

Promethean Asset Management, L.L.C.

HFTP INVESTMENT L.L.C.

Its:

Investment Advisor

By:

Promethean Asset Management, L.L.C.

By:

/s/ James F. O’Brien, Jr.

Its:

Investment Manager

Name: James F. O’Brien, Jr.

Title: Managing Member

By:

/s/ James F. O’Brien, Jr.

Name: James F. O’Brien, Jr.

PROMETHEAN MANAGERS LLC

Title: Managing Member

By:

/s/ James F. O’Brien, Jr.

PROMETHEAN ASSET

Name: James F. O’Brien, Jr.

MANAGEMENT, L.L.C.

Title: Managing Member

By:

/s/ James F. O’Brien, Jr.

Name: James F. O’Brien, Jr.

THEMIS MANAGERS LLC

Title: Managing Member

By: Promethean Managers LLC

Its: Managing Member

PROMETHEAN INVESTMENT

GROUP, L.L.C.

By:

/s/ James F. O’Brien, Jr.

Name: James F. O’Brien, Jr.

By:

/s/ James F. O’Brien, Jr.

Title: Managing Member

Name: James F. O’Brien, Jr.

Title: Managing Member

THEMIS QUALIFIED PARTNERS L.P.

HFTP MANAGERS LLC

By: Themis Managers LLC

Its: General Partner

By:

Promethean Managers LLC

By: Promethean Managers LLC

Its:

Managing Member

Its: Managing Member

By:

/s/ James F. O’Brien, Jr.

By:

/s/ James F. O’Brien, Jr.

Name: James F. O’Brien, Jr.

Name: James F. O’Brien, Jr.

Title: Managing Member

Title: Managing Member