Sec Form 4 Filing - WALTHER EDWARD @ ALBANY INTERNATIONAL CORP /DE/ - 2005-06-01

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
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: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
WALTHER EDWARD
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
(Last) (First) (Middle)
C/O ALBANY INTERNATIONAL CORP., P.O. BOX 1907
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2005
(Street)
ALBANY, NY12201-1907
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class A Common Stock ( 1 ) 06/01/2005 M 3,043 ( 2 ) A 3,043 ( 1 ) D ( 1 )
Class A Common Stock ( 1 ) 06/01/2005 D 3,043 ( 2 ) D $ 31.76 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option ( 3 ) $ 15.6875 11/09/2000( 4 ) 06/01/2015 Class A Common 5,000 5,000 D
Employee Stock Option ( 3 ) $ 10.5625 11/15/2001( 4 ) 06/01/2015 Class A Common 4,800 ( 5 ) 9,800 D
Employee Stock Option ( 3 ) $ 20.45 11/06/2002( 4 ) 06/01/2015 Class A Common 16,000 ( 6 ) 25,800 D
Employee Stock Option ( 3 ) $ 20.63 11/07/2003( 4 ) 06/01/2015 Class A Common 14,000 ( 7 ) 39,800 D
Restricted Stock Units ( 8 ) ( 8 ) 06/01/2005 M 3,043 ( 2 ) ( 8 )( 9 ) ( 8 ) Class A Common Stock 3,043 ( 2 ) ( 8 ) 0 ( 10 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WALTHER EDWARD
C/O ALBANY INTERNATIONAL CORP.
P.O. BOX 1907
ALBANY, NY12201-1907
Group Vice President
Signatures
Edward Walther 06/01/2005
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Deemed acquisition and disposition to the issuer of shares of stock underlying Retricted Stock Units. No shares were actually issued or disposed.
( 2 )Includes dividend units accrued on Restricted Stock Units on January 5, 2005 and April 5, 2005.
( 3 )Option granted pursuant to Company's 1998 Stock Option Plan as incentive to remain in employ of Company.
( 4 )Fully exercisable.
( 5 )Reflects the termination of 1,600 options pursuant to the Company's 1998 Stock Option Plan upon the June 1, 2005 retirement of reporting person.
( 6 )Reflects the termination of 4,000 options pursuant to the Company's 1998 Stock Option Plan upon the June 1, 2005 retirement of reporting person.
( 7 )Reflects the termination of 6,000 options pursuant to the Company's 1998 Stock Option Plan upon the June 1, 2005 retirement of reporting person.
( 8 )Restricted Stock Units ("RSUs") granted pursuant to the Albany International Corp. 2003 Restricted Stock Unit Plan (the "Restricted Stock Unit Plan"). Each RSU 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.
( 9 )Pursuant to the Restricted Stock Unit Plan, 3,043 RSUs vested upon the June 1, 2005 retirement of reporting person.
( 10 )In addition to the vesting of 3,043 RSUs, reflects the forfeiture of 3,043 RSUs pursuant to the Restricted Stock Unit Plan, upon the June 1, 2005 retirement of reporting person.

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).

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