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^*

WALTHER EDWARD

(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)
	Group Vice President

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2004

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⁽¹⁾	11/13/2004		M		1,514⁽²⁾	A	⁽¹⁾	1,514⁽¹⁾	D⁽¹⁾
Class A Common Stock⁽¹⁾	11/13/2004		D		1,514⁽²⁾	D	$29.62	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⁽³⁾	$22.25							05/18/1996⁽⁴⁾	05/18/2015	Class A. Common	25,000		25,000	D
Employee Stock Option⁽³⁾	$22.25							05/14/1997⁽⁴⁾	05/14/2016	Class A Common	25,000		50,000	D
Employee Stock Option⁽⁵⁾	$15.6875							11/09/2000⁽⁴⁾	01/19/2019	Class A Common	5,000		55,000	D
Employee Stock Option⁽⁵⁾	$10.5625							11/15/2001⁽⁶⁾	11/15/2020	Class A Common	6,400		61,400	D
Employee Stock Option⁽⁵⁾	$20.45							11/06/2002⁽⁷⁾	11/06/2021	Class A Common	20,000		81,400	D
Employee Stock Option⁽⁵⁾	$20.63							11/07/2003⁽⁸⁾	11/07/2022	Class A Common	20,000		101,400	D
Restricted Stock Units⁽⁹⁾	⁽⁹⁾	11/13/2004		M			1,514⁽²⁾	11/13/2004⁽⁹⁾⁽¹⁰⁾	11/13/2004⁽⁹⁾⁽¹⁰⁾	Class A Common Stock	1,514⁽²⁾	⁽⁹⁾	6,056⁽²⁾	D

Explanation of Responses:

1. Deemed acquisition and disposition to the issuer of shares of stock underlying Restricted Stock Units. No shares were actually issued or disposed.

2. Includes dividend units accrued on Restricted Stock Units on January 5, 2004, April 5, 2004, July 6, 2004 and October 5, 2004.

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

4. Fully exercisable.

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

6. Become exercisable as to 3,200 shares on each November 15, beginning November 15, 2001.

7. Become exercisable as to 4,000 shares on each November 6, beginning November 6, 2002.

8. Become exercisable as to 4,000 shares on each November 7, beginning November 7, 2003.

9. 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 the holder elects to defer payment, at such later time elected in accordance with the Restricted Stock Unit Plan.

10. 1500 Restricted Stock Units (plus related dividend units) vest on each November 13, beginning November 13, 2004.

Remarks:

	Kathleen M. Tyrrell, Attorney-in-Fact	11/15/2004
	** 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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