SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCCARTHY WILLIAM M

(Last)

(First)

(Middle)

C/O ALBANY INTERNATIONAL CORP.

P.O. BOX 1907

(Street)

ALBANY

12201-1907

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALBANY INTERNATIONAL CORP /DE/ [ AIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2007

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock								4,793	D
Class A Common Stock								2,526	I	by ESOP
Class A Common Stock⁽¹⁾	09/30/2007		M		1,558	A	⁽¹⁾	1,558⁽¹⁾	D⁽¹⁾
Class A Common Stock⁽¹⁾	09/30/2007		D		1,558	D	$38.27	0	D⁽¹⁾
Class A Common Stock⁽¹⁾	09/30/2007		M		2,315	A	⁽¹⁾	2,315⁽¹⁾	D⁽¹⁾
Class A Common Stock⁽¹⁾	09/30/2007		D		2,315	D	$38.27	0	D⁽¹⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option⁽²⁾	$22.25							⁽³⁾	09/30/2012	Class A Common	2,500		2,500	D
Employee Stock Option⁽²⁾	$22.25							⁽³⁾	09/30/2012	Class A Common	5,000		7,500	D
Employee Stock Option⁽²⁾	$19.375							⁽³⁾	09/30/2012	Class A Common	15,000		22,500	D
Employee Stock Option⁽⁴⁾	$15.6875							⁽³⁾	09/30/2012	Class A Common	1,668		24,168	D
Employee Stock Option⁽⁴⁾	$20.45							⁽³⁾	09/30/2012	Class A Common	20,000		44,168	D
Employee Stock Option⁽⁴⁾	$20.63							⁽³⁾	09/30/2012	Class A Common	18,000⁽⁵⁾		62,168	D
Restricted Stock Units⁽⁶⁾	⁽⁶⁾	09/30/2007		M			1,558	⁽⁶⁾⁽⁷⁾	⁽⁶⁾	Class A Common Stock	3,116	⁽⁶⁾	0⁽⁸⁾	D
Restricted Stock Units⁽⁶⁾	⁽⁶⁾	09/30/2007		M			2,315	⁽⁶⁾⁽⁹⁾	⁽⁶⁾	Class A Common Stock	4,630	⁽⁶⁾	0⁽¹⁰⁾	D
Restricted Stock Units⁽¹¹⁾	⁽¹¹⁾							⁽¹¹⁾⁽¹²⁾	⁽¹¹⁾⁽¹²⁾	Class A Common Stock	2,410⁽¹³⁾		2,410⁽¹³⁾	D
Restricted Stock Units⁽¹⁴⁾	⁽¹⁴⁾							⁽¹⁴⁾⁽¹⁵⁾	⁽¹⁴⁾⁽¹⁵⁾	Class A Common Stock	1,380⁽¹⁶⁾		1,380⁽¹⁶⁾	D

Explanation of Responses:

1. Deemed acquisition and disposition to the issuer of shares of stock underlying Restricted Stock Units upon automatic vesting and cash settlement of such Units (see footnote 6). No shares were actually issued to the reporting person, nor did the reporting person dispose of any shares.

2. Options granted pursuant to Company's 1992 Stock Option Plan as incentive to remain in employ of Company.

3. Fully exercisable.

4. Options granted pursuant to Company's 1998 Stock Option Plan as incentive to remain in employ of Company.

5. Reflects the termination of 2,000 options pursuant to the 1998 Stock Option Plan upon the reporting person's September 30, 2007 retirement from the Company.

6. Restricted Stock Units granted pursuant to the Albany International Corp. 2003 Restricted Stock Unit Plan (the "Restricted Stock Unit Plan"). Each Restricted Stock Unit entitles the holder to receive the cash equivalent of one share of Class A Common Stock at the time of vesting or, in the event that the holder elects to defer payment, at such later time elected in accordance with the Restricted Stock Unit Plan.

7. Pursuant to the Restricted Stock Unit Plan, 1,558 RSUs vested upon the reporting person's September 30, 2007 retirement from the Company.

8. In addition to the vesting of 1,558 RSUs, reflects the forfeiture of 1,558 RSUs pursuant to the Restricted Stock Unit Plan upon the reporting person's September 30, 2007 retirement from the Company.

9. Pursuant to the Restricted Stock Unit Plan, 2,315 RSUs vested upon the reporting person's September 30, 2007 retirement from the Company.

10. In addition to the vesting of 2,315 RSUs, reflects the forfeiture of 2,315 RSUs pursuant to the Restricted Stock Unit Plan upon the reporting person's September 30, 2007 retirement from the Company.

11. Restricted Stock Units granted in February 2006 pursuant to the Albany International Corp. 2005 Incentive Plan (the "Incentive Plan"). Each Restricted Stock Unit award entitles the holder to receive a number of shares of Class A Common Stock, the cash equivalent of such shares, or a combination of cash and shares, in each case in accordance with a settlement schedule.

12. The reported units (plus related dividend units) will be settled and payable on or about March 1, 2008, half in cash, half in shares of the Company's Class A Common Stock.

13. Reflects the forfeiture of 2,410 RSUs pursuant to the Incentive Plan upon the reporting person's September 30, 2007 retirement from the Company.

14. Restricted Stock Units granted on February 16, 2007 pursuant to the Albany International Corp. 2005 Incentive Plan (the "Incentive Plan"). Each Restricted Stock Unit award entitles the holder to receive a number of shares of Class A Common Stock, the cash equivalent of such shares, or a combination of cash and shares, in each case in accordance with a settlement schedule.

15. Two-thirds of the reported units (plus related dividend units) will be settled and payable on or about March 1, 2008, and the remaining reported units (plus related dividend units) will be settled and payable on or about March 1, 2009. Each of the 2008 and 2009 payments will be half in cash, half in shares of the Company's Class A Common Stock.

16. Reflects the forfeiture of 1,380 RSUs pursuant to the Incentive Plan upon the reporting person's September 30, 2007 retirement from the Company.

Remarks:

	William M. McCarthy	10/01/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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