Edgar Filing: ALBANY INTERNATIONAL CORP /DE/

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Connally Christopher

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)
Corporate Treasurer

(Last)

(First)

(Middle)

C/O ALBANY INTERNATIONAL CORP., P.O. BOX 1907

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2009

(Street)

ALBANY, NY 12201-1907

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)
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								2,324	I	By 401(k)
Class A Common Stock ⁽¹⁾	02/28/2009		M		64	A	⁽¹⁾	64 ⁽¹⁾	D ⁽¹⁾
Class A Common Stock ⁽¹⁾	02/28/2009		D		64	D	$ 10.2	0	D ⁽¹⁾
Class A Common Stock ⁽¹⁾	02/28/2009		M		210	A	⁽¹⁾	210 ⁽¹⁾	D ⁽¹⁾
Class A Common Stock ⁽¹⁾	02/28/2009		D		210	D	$ 10.2	0	D ⁽¹⁾
Class A Common Stock ⁽¹⁾	02/28/2009		M		311	A	⁽¹⁾	311 ⁽¹⁾	D ⁽¹⁾
Class A Common Stock ⁽¹⁾	02/28/2009		D		311	D	$ 10.2	0	D ⁽¹⁾
Class A Common Stock ⁽¹⁾	02/28/2009		M		513	A	⁽¹⁾	513 ⁽¹⁾	D ⁽¹⁾
Class A Common Stock ⁽¹⁾	02/28/2009		D		513	D	$ 10.2	0	D ⁽¹⁾
Class A Common Stock ⁽¹⁾	02/28/2009		M		630	A	⁽¹⁾	630 ⁽¹⁾	D ⁽¹⁾
Class A Common Stock ⁽¹⁾	02/28/2009		D		630	D	$ 10.2	0	D ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option ⁽²⁾

$ 22.25

⁽³⁾

02/28/2014

Class A Common Stock

1,500

Employee Stock Option ⁽²⁾

$ 22.25

⁽³⁾

02/28/2014

Class A Common Stock

1,500

3,000

Employee Stock Option ⁽²⁾

$ 19.75

⁽³⁾

02/28/2014

Class A Common Stock

1,500

4,500

Employee Stock Option ⁽⁴⁾

$ 19.375

⁽³⁾

02/28/2014

Class A Common Stock

1,500

6,000

Employee Stock Option ⁽⁴⁾

$ 15.6875

⁽³⁾

02/28/2014

Class A Common Stock

1,500

7,500

Employee Stock Option ⁽²⁾

$ 20.45

⁽³⁾

02/28/2014

Class A Common Stock

1,500

9,000

Employee Stock Option ⁽⁴⁾

$ 20.63

⁽³⁾

02/28/2014

Class A Common Stock

1,500

10,500

Restricted Stock Units ⁽⁵⁾

⁽⁵⁾

02/28/2009

⁽⁵⁾⁽⁶⁾

⁽⁵⁾

Class A Common Stock

128 ⁽⁷⁾

⁽⁵⁾

0 ⁽⁸⁾

Restricted Stock Units ⁽⁵⁾

⁽⁵⁾

02/28/2009

210

⁽⁵⁾⁽⁹⁾

⁽⁵⁾

Class A Common Stock

420 ⁽⁷⁾

⁽⁵⁾

0 ⁽¹⁰⁾

Restricted Stock Units ⁽⁵⁾

⁽⁵⁾

02/28/2009

311

⁽⁵⁾⁽¹¹⁾

⁽⁵⁾

Class A Common Stock

622 ⁽⁷⁾

⁽⁵⁾

0 ⁽¹²⁾

Restricted Stock Units ⁽⁵⁾

⁽⁵⁾

02/28/2009

513

⁽⁵⁾⁽¹³⁾

⁽⁵⁾

Class A Common Stock

1,026 ⁽⁷⁾

⁽⁵⁾

0 ⁽¹⁴⁾

Restricted Stock Units ⁽⁵⁾

⁽⁵⁾

02/28/2009

630

⁽⁵⁾⁽¹⁵⁾

⁽⁵⁾

Class A Common Stock

1,260 ⁽⁷⁾

⁽⁵⁾

0 ⁽¹⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Connally Christopher C/O ALBANY INTERNATIONAL CORP. P.O. BOX 1907 ALBANY, NY 12201-1907			Corporate Treasurer

Signatures

Christopher J. Connally		03/02/2009
^**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)	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 5). No shares were actually issued to the reporting person, nor did the reporting person dispose of any shares.
(2)	Options granted pursuant to the Company's 1992 Stock Option Plan as incentive to remain in employ of the Company.
(3)	Fully exercisable.
(4)	Options granted pursuant to the Company's 1998 Stock Option Plan as incentive to remain in employ of the Company.
(5)	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.
(6)	Pursuant to the Restricted Stock Unit Plan, 64 RSUs vested upon the reporting person's February 28, 2009 retirement from the Company.
(7)	Includes dividend units accrued on Restricted Stock Units on January 8, 2009.
(8)	In addition to the vesting of 64 RSUs, reflects the forfeiture of 64 RSUs pursuant to the Restricted Stock Unit Plan upon the reporting person's February 28, 2009 retirement from the Company.
(9)	Pursuant to the Restricted Stock Unit Plan, 210 RSUs vested upon the reporting person's February 28, 2009 retirement from the Company.
(10)	In addition to the vesting of 210 RSUs, reflects the forfeiture of 210 RSUs pursuant to the Restricted Stock Unit Plan upon the reporting person's February 28, 2009 retirement from the Company.
(11)	Pursuant to the Restricted Stock Unit Plan, 311 RSUs vested upon the reporting person's February 28, 2009 retirement from the Company.
(12)	In addition to the vesting of 311 RSUs, reflects the forfeiture of 311 RSUs pursuant to the Restricted Stock Unit Plan upon the reporting person's February 28, 2009 retirement from the Company.
(13)	Pursuant to the Restricted Stock Unit Plan, 513 RSUs vested upon the reporting person's February 28, 2009 retirement from the Company.
(14)	In addition to the vesting of 513 RSUs, reflects the forfeiture of 513 RSUs pursuant to the Restricted Stock Unit Plan upon the reporting person's February 28, 2009 retirement from the Company.
(15)	Pursuant to the Restricted Stock Unit Plan, 630 RSUs vested upon the reporting person's February 28, 2009 retirement from the Company.
(16)	In addition to the vesting of 630 RSUs, reflects the forfeiture of 630 RSUs pursuant to the Restricted Stock Unit Plan upon the reporting person's February 28, 2009 retirement from the Company.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.