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 ^*

NAHL MICHAEL C

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 & CFO

(Last)

(First)

(Middle)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/11/2006

(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								1,951	I	by ESOP
Class A Common Stock								2,302	D
Class A Common Stock ⁽¹⁾	11/11/2006		M		1,530	A	⁽¹⁾	1,530 ⁽¹⁾	D ⁽¹⁾
Class A Common Stock ⁽¹⁾	11/11/2006		D		1,530	D	$ 33.22	0	D ⁽¹⁾
Class A Common Stock ⁽¹⁾	11/13/2006		M		1,543	A	⁽¹⁾	1,543 ⁽¹⁾	D ⁽¹⁾
Class A Common Stock ⁽¹⁾	11/13/2006		D		1,543	D	$ 33.22	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

Class B Common Stock

⁽²⁾

Class A Common

1,050

Employee Stock Option ⁽³⁾

$ 15

⁽⁴⁾

02/09/2013

Class A Common

25,000

Employee Stock Option ⁽³⁾

$ 16.25

⁽⁴⁾

05/28/2013

Class A Common

25,000

50,000

Employee Stock Option ⁽³⁾

$ 18.75

⁽⁴⁾

05/11/2014

Class A Common

25,000

75,000

Employee Stock Option ⁽³⁾

$ 22.25

⁽⁴⁾

05/18/2015

Class A Common

25,000

100,000

Employee Stock Option ⁽³⁾

$ 22.25

⁽⁴⁾

05/14/2016

Class A Common

25,000

125,000

Employee Stock Option ⁽³⁾

$ 19.75

⁽⁴⁾

04/15/2017

Class A Common

25,000

150,000

Employee Stock Option ⁽⁵⁾

$ 25.5625

⁽⁶⁾

11/05/2017

Class A Common

250,000

400,000

Restricted Stock Units ⁽⁷⁾

⁽⁷⁾

11/13/2006

1,543 ⁽⁸⁾

11/13/2004⁽⁷⁾⁽⁹⁾

⁽⁷⁾⁽⁹⁾

Class A Common Stock

4,634 ⁽⁸⁾

⁽⁷⁾

3,091 ⁽⁸⁾

Restricted Stock Units ⁽⁷⁾

⁽⁷⁾

11/11/2006

1,530 ⁽⁸⁾

11/11/2005⁽⁷⁾⁽¹⁰⁾

⁽⁷⁾⁽¹⁰⁾

Class A Common Stock

6,120 ⁽⁸⁾

⁽⁷⁾

4,590 ⁽⁸⁾

Restricted Stock Units ⁽¹¹⁾

⁽¹¹⁾

⁽¹¹⁾⁽¹²⁾

Class A Common Stock

16,132 ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NAHL MICHAEL C C/O ALBANY INTERNATIONAL CORP. P.O. BOX 1907 ALBANY, NY 12201-1907			Executive Vice President & CFO

Signatures

Kathleen M. Tyrrell, Attorney-in-Fact		11/13/2006
^**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 7). No shares were actually issued to the reporting person, nor did the reporting person dispose of any shares.
(2)	Convertible, on a share-for-share basis, into Class A Common Stock.
(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 in an exempt transaction as incentive to remain in employ of Company.
(6)	The option is not exercisable unless the market price of Class A Common Stock reaches $48 per share while the optionee is employed by the Company or a subsidiary. When the target price is achieved, the option becomes exercisable as to a number of shares determined by multiplying 25,000 times the number of full years that have elapsed since the grant date. Thereafter, the option becomes exercisable as to an additional 25,000 shares on each anniversary of the grant date while the optionee remains an employee. In the event of termination of the optionee's employment, the option terminates as to all shares as to which it is not then exercisable, except that, in the case of voluntary termination after age 62, death, disability or involuntary termination, if the target price has been achieved prior to such termination, the option becomes exercisable, immediately prior to such termination, as to one-half of the shares as to which it is not then exercisable.
(7)	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.
(8)	Includes dividend units accrued on Restricted Stock Units on April 7, 2006, July 10, 2006 and October 6, 2006.
(9)	1,500 Restricted Stock Units (plus related dividend units) vest on each November 13, beginning November 13, 2004.
(10)	1,500 Restricted Stock Units (plus related dividend units) vest on each November 11, beginning November 11, 2005.
(11)	Restricted Stock Units granted 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 vesting schedule.
(12)	(a) 25% of the reported units (plus related dividend units) will be settled and payable on or about March 1, 2006, (b) 50% of the reported units (plus related dividend units) will be settled and payable on or about March 1, 2007, and (c) the final 25% of the reported units (plus related dividend units) will be settled and payable on or about March 1, 2008. The 2006 payment will be all in cash, while each of the 2007 and 2008 payments will be half in cash, half in shares of the Company's Class A Common Stock.

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.