FORM 3

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

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(Print or Type Responses)

1. Name and Address of Reporting Person *   BABB HENRY C 2. Date of Event Requiring Statement (Month/Day/Year) 05/13/2005 3. Issuer Name and Ticker or Trading Symbol ALLIANCE ONE INTERNATIONAL, INC. [AOI] (Last) (First) (Middle) C/O ALLIANCE ONE INT'L INC., 2201 MILLER ROAD 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP-CHIEF LEGAL OFFICER & SEC 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) WILSON, NC 27893 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) COMMON STOCK 45,867 (1) D   COMMON STOCK 813 I 401K

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
NON-QUALIFIED STOCK OPTION RIGHT TO BUY	06/11/2004(2)	06/11/2013	COMMON STOCK	9,000	$ 5.8	D	Â
NON-QUALIFIED STOCK OPTION RIGHT TO BUY	08/13/2003(3)	08/13/2012	COMMON STOCK	9,000	$ 6.3	D	Â
NON-QUALIFIED STOCK OPTION RIGHT TO BUY	08/14/2002(4)	08/14/2011	COMMON STOCK	9,000	$ 5.83	D	Â
NON-QUALIFIED STOCK OPTION RIGHT TO BUY	08/10/2000(5)	08/10/2006	COMMON STOCK	9,000	$ 1.67	D	Â
NON-QUALIFIED STOCK OPTION RIGHT TO BUY	08/10/1999(6)	08/10/2005	COMMON STOCK	1,800	$ 2.96	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BABB HENRY C C/O ALLIANCE ONE INT'L INC. 2201 MILLER ROAD WILSON, NC 27893	Â	Â	  SVP-CHIEF LEGAL OFFICER & SEC	Â

Signatures

/s/ HENRY C. BABB, ATTORNEY-IN-FACT		05/24/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Received in exchange for 15,289 shares of STW Corporation common stock in connection with merger of STW Corporation into AOI Corporation (the "Merger"). On May 13, 2005, the closing price of STW's common stock was $19.35 per share, and the closing price of AOI's common stock was $6.47 per share.
(2)	The shares underlying this option become exercisable one-fourth on each of the four anniversaries of June 11, 2003, the date of the grant, subject to continued employment.
(3)	The shares underlying this option become exercisable one-fourth on each of the four anniversaries of August 13, 2002, the date of the grant, subject to continued employment.
(4)	The shares underlying this option become exercisable one-fourth on each of the four anniversaries of August 14, 2001, the date of the grant, subject to continued employment.
(5)	The shares underlying this option become exercisable one-fourth on each of the four anniversaries of August 10, 1999, the date of grant, subject to continued employment.
(6)	The shares underlying this option become exercisable one-fourth on each of the four anniversaries of August 10, 1998, the date of the grant, subject to continued employment.

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