SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561         December 31, 2009  By Facsimile and U.S. Mail

 Mr. Joseph G. Morone Chief Executive Officer  Albany International Corp. 1373 Broadway Albany, New York 12204
 Re: Albany International Corp.
Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 2, 2009 Definitive Proxy Statement on Schedule 14A Filed April 14, 2009 Quarterly Report on Form 10-Q for the Fiscal Period Ended March 31, 2009 Filed May 8, 2009 Quarterly Report on Form 10-Q for the Fiscal Period Ended June 30, 2009 Filed August 7, 2009 Quarterly Report on Form 10-Q for the Fiscal Period Ended September 30, 2009 Filed November 6, 2009 File No. 001-10026

Dear Mr. Morone:

We have reviewed your filings and ha ve the following comments.  You should
comply with the comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us in sufficient detail how you intend to comply by providing us with your proposed revisions.  If you disagree with any of these comments, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  Please understand
that after our review of all of your responses, we may raise additional comments.
  Please also understand that th e purpose of our review pr ocess is to assist you in
your compliance with the applicable disclosu re requirements and to enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Joseph G. Morone
Albany International Corp.
December 31, 2009 Page 2  Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2008

Item 1A. Risk Factors, page 14

1. Please include a risk factor describing the risks to investors associated with
Albany International being a “controlled company” pursuant to the rules of
the NYSE.

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 32

2. We are unable to locate a separate ly-captioned secti on in your filing
discussing your off-balance sheet arrangements, as called for by Item
303(a)(4) of Regulation S-K.  Based upon our review, it appears that you do
not have any off-balance sheet arrangem ents.  Please confirm.  In addition,
please consider adding an appropriate statement to this effect in future filings.  Refer to Exchange Act Rule 12b-13.
 Non-GAAP Measures, page 56

3. We note your presentation of the non- GAAP measure EBITDA and that you
calculate EBITDA by adding the goodwill impairment charge, net interest expense, income taxes, depreciation and amortization to net income.  We have
the following comments:

• Please consider re-naming your non-GAAP measure since EBITDA is
generally defined as earnings before  interest, taxes, depreciation and
amortization.

• It appears that you use your non-GAAP measure EBITDA solely as a
performance measure.  Either confirm th is to us or clearly disclose that
you use this measure as a performance and liquidity measure and provide
the proper liquidity reconciliation and disclosures required by Item 10(e)
of Regulation S-K.

4. We note your presentation of segment operating income/(loss) excluding the
goodwill charge and your presentation of this measure in table 2 on page 36.
To the extent that you continue to include this measure in your filing, please clearly label table 2 as being a non-GAAP measure and include a cross-reference to your non-GAAP disclo sures presented on page 56.

Mr. Joseph G. Morone
Albany International Corp.
December 31, 2009 Page 3  Financial Statements, page 59

 Notes to Consolidated Financial Statements, page 65

 1. Accounting Policies, page 65

5. Please tell us and disclose in futu re filings your accounting policies for
measuring and recording restructurin g-related charges including, but not
limited to, employee severance, contract  termination costs, and costs to
consolidate or close facilities and relocate employees.
 Inventories, page 66

6. You state on page 51 that you establish general inventory reserves based on percentage write-downs applied to aged  inventories and for inventories that
are slow-moving.  Please confirm to us that  these general rese rves are relieved
through income only when the inventory is sold and not based on changes in
management judgment.
 2.  Revisions to Prior Balance Sheet, page 73

7. We note you corrected for errors in th e reconciliation of your deferred tax,
income tax payable, and accounts payable balance sheet accounts under guidance in SAB 108.  Please describe these errors to us, including how they were discovered, the nature of the er rors (e.g. manual journal entries), and
how they affected your internal c ontrols over financial reporting and
disclosure controls and procedures.  We note your disclosure in this Form 10-K and in each of your Forms 10-Q during 2008 that there were no changes in internal controls over financ ial reporting that have ma terially affected or are
reasonably likely to materially affect  your internal control over financial
reporting.  In light of these error correct ions, please tell us why there were no
changes in your internal c ontrols over financial reporting.

8.  Income Taxes, page 91

8. We note that you recorded a $1,720,000 “out -of-period” tax adjustment to
correct an equivalent favorable discrete  tax adjustment reco rded in the second
quarter of 2007.  It appears that you asse ssed the impact of this adjustment on
the current year and all prior periods a nd determined that recording the error
during 2008 did not materially misstate th at year’s financial statements or
result in your previously issued annual or quarterly financial statements being
materially misstated.  We have the following comments regarding this error
correction:

Mr. Joseph G. Morone
Albany International Corp.
December 31, 2009 Page 4
• Please clearly label the adjustment as an error.

• Please tell us how and when  you discovered this error.

• Please tell us whether you assessed ma teriality of this error to the 2008
quarterly period in which you recorded the error and to the 2007 quarterly
period for which the error relates.  If you did not assess materiality on a
quarterly basis, tell us why you believe  an assessment is not required.  If
you assessed materiality, please prov ide us with your quantitative and
qualitative analysis and tell us w hy you believe your treatment was
appropriate.

17.  Stock Options and Incentive Plans, page 114

9. We note that all of your stock options are fully vested as of year end.  We also
note your disclosure that as of December 31, 2008 you have unrecognized compensation cost related to stock opti ons grants and that you expect to
recognize approximately $170,000 per year from 2009 to 2017.  Please tell us
why you will continue to have compen sation cost related to stock option
grants considering all of your stock options are fully vested.
 Item 9A. Controls and Procedures, page 120

 Management’s Report on Internal Control over Financial Reporting, page 121

10. Please include the disclosu re required by Item 308(a )(4) of Regulation S-K.

11. We note your statement that “managemen t concluded that, as of December 31,
2008, the company’s internal control over fi nancial reporting is effective at a
reasonable level based on those criteria .”  Please supplementally confirm that
you intended to state that the company’s internal control over financial reporting was effective “at a reasonable assurance  level” [emphasis added].  If
that is correct, please also confirm th at you will make this change in future
filings.
 Exhibit 31

12. In future periodic reports, pl ease revise the certifications  filed as Exhibit 31 so
the language is identical to the languag e contained in Item 601(b)(31) of
Regulation S-K.  In this regard, we note that you refer to “annual report”
instead of “report” and that you omitted th e parenthetical in paragraph 5.  This
comment also applies to your Quarterl y Report on Form 10-Q for the fiscal
period ended March 31, 2009, Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2009 and Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2009.  Also with respect to those quarterly

Mr. Joseph G. Morone
Albany International Corp.
December 31, 2009 Page 5
reports, we note that you omitted the parenthetical in paragraph 4(d).  Please note these are examples only.

Quarterly Report on Form 10-Q for th e Fiscal Period Ended March 31, 2009

Quarterly Report on Form 10-Q for th e Fiscal Period Ended June 30, 2009

Quarterly Report on Form 10-Q for the Fiscal Period Ended September 30, 2009
 Item 4. Controls and Procedures

13. We note your response dated May 30, 2008 to comment 16 of our letter dated May 5, 2008, where you indicate that you will comply with our comment.  We also note the conclusion of management  that your disclosure controls and
procedures “are effective for ensuri ng that information required to be
disclosed…is recorded, processed, summar ized and reported within the time
periods specified in  the Commission’s rules and fo rms.”  We further note that,
while you stated that your disclosure controls and procedures include “controls and procedures designed to en sure that information required to be
disclosed…is accumulated and communicated to the Company’s management,” you have not stated ma nagement’s conclusion as to the
effectiveness of your disclosure controls and procedures for this purpose.  Please confirm that, in future filings, you will comply with our comment by revising your disclosure to state, if tr ue, that management determined that
your disclosure controls and procedur es are effective for ensuring that
information required to be disclosed is  recorded, processed, summarized and
reported within the time periods specifie d in the applicable rules and forms
and that information required to be disclosed is accumulated and communicated to your management.

Form 10-Q for the Quarterly Period Ended September 30, 2009

6.  Discontinued Operations, page 11

14. We note the sale of your Filtration Te chnologies business in July 2008.  We
also note that during the nine mont hs ended September 30, 2009 you recorded
a charge of $10,000,000 representing a pur chase price adjustment that was
paid during the third quarter of 2009, and that the charge resulted from an
agreement for the return of a por tion of the original $45,000,000 purchase
price in exchange for a release of certa in future claims under the related sale
agreement.  Please tell us the terms of the agreement that resulted in a return
of $10,000,000 and describe the future claims  that were released.  Also, please
tell us why this transaction was r ecorded during 2009 instead of during 2008
when the sale occurred.

Mr. Joseph G. Morone
Albany International Corp.
December 31, 2009 Page 6
15. Although you state here that the sale of  your Filtration Technologies business
resulted in a pre-tax gain of $6,134,0 00, page 90 of your Form 10-K for the
year ended December 31, 2008 states that the pre-tax gain was $5,413,000.
Please explain this discrepancy.
 7.  Income Taxes, page 12

16. We note your discussion at the top of  page 13 that you resolved certain
matters primarily pertaining to the inte gration of the convertible notes and
associated hedge that resulted in the r ecognition of prior year tax benefits and
a deferred tax asset, and, that the resolution of these matters resulted in an increase to additional-paid-in-capi tal of $19,658,000.  Please describe the
matters that were resolved and tell us why the resolution resulted in an
increase to additional-paid-in-capital.  Please also tell us the basis in GAAP
for your accounting treatment.
 10.  Goodwill and Other Intangible Assets, page 17

17. We note your discussion at the top of page 18 regarding an “out-of-period”
charge of $1,011,000 pertaining to the write  off of contracts with your former
customer Eclipse Aviation.  We furt her note from your Form 10-K for the
year ended December 31, 2008 that Eclip se Aviation declared bankruptcy in
2008 causing you to record related charges in 2008 for accounts receivable and inventories.  We also note on pa ge 12 that you recorded an “out-of-
period” expense of $534,000 to correct a de ferred tax asset ba lance error that
originated in a prior year.  For both of these “out -of-period” charges, you state
that you assessed the individual and aggr egate impact of these adjustments on
the current year and all prior periods a nd determined that the cumulative effect
of the adjustments was not material to the full year 2009 and did not result in a
material misstatement to any previously  issued annual or quarterly financial
statements.  Similar to comment #8 above, we have the following comments regarding both of these charges:

• Please clearly label these adjustments as errors.

• Please tell us how and when you discovered these errors.
 • Please tell us whether you assessed mate riality of these errors for the three
months ended September 30, 2009.  If you did not assess materiality for
the three months ended September 30, 2009, tell us why you do not believe an assessment is required.  If you assessed materiality, please
provide us with your quantitative and qualitative analysis and tell us why
you believe restatement is not required.

Mr. Joseph G. Morone
Albany International Corp.
December 31, 2009 Page 7
• Considering the out-of-period error corre ctions recorded during the period,
and in light of the error corrections you recorded in recent prior years,
please clarify whether any material weaknesses in internal control over
financial reporting were identified du ring the fiscal year ended December
31, 2008 or the quarterly period ended September 30, 2009.  If so, please confirm that you remediated these material weaknesses by the end of the respective periods.

• Considering the number of error correction recorded in recent periods,
please show us what your historical  financial statements would have
looked like had you retroactively applie d all of your error corrections to
the annual periods presented in your December 31, 2008 Form 10-K and
to your 2009 quarterly financial stat ements.   Please ensure that your
response indicates how operating income , pre-tax income, net income, and
the three cash flow category subtot als would have changed.

• We note on page 56 that no changes in your internal control over financial
reporting occurred during this quarter.  Please tell us how you considered
these errors when assessing change s in your internal controls over
financial reporting.
 11. Financial Instruments, page 19

18. We note that you entered into severa l agreements to exchange your 2.25%
convertible senior notes for cash plus an equivalent amount of 2.25% senior
notes and, in each case, simultaneously en tered into additional agreements to
purchase the new notes.  Citing relevant  accounting guidance, please tell us
how you accounted for these early extingui shments of debt.  In particular,
please clarify whether or not the reti rements qualified as troubled debt
restructurings under FASB ASC 470-60.  Please also explain in further detail how you calculated the early retirement ga ins and provide us with the journal
entries you recorded for these transactions .  In addition, tell us whether or not
any of the debt holders were related parties as defined in paragraph 850-10-20
of the FASB ASC.
 Non-GAAP Measures, page 50

19. We note your presentation of the non- GAAP measure adjusted EBITDA and
adjusted EBITDA margin throughout your  document, and that you calculate
adjusted