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    Unassociated Document

            Albany
      International Corp.

              PO
      Box 1907

              Albany,
      NY  12201-1907 USA

              (1373
      Broadway, Albany, NY 12204)

              Tel:  518
      445 2225

              Fax:
      518 445 2250

              michael.burke@albint.com

              www.albint.com

    Michael
Burke

    Senior
Vice President & Chief Financial Officer

    February
1, 2010

    Mr. H.
Christopher Owings, Assistant Director

    United
States Securities and Exchange Commission

    Washington,
D.C.   20549

              Re:

              Albany
      International Corp. – Form 10-K for the Year Ended December 31, 2008,

              Form
      10-Q for quarterly periods ended in March, June and September, 2009,
      and
Definitive Proxy
      Statement on Schedule 14A  - SEC File No.
      001-10026

    Dear Mr.
Owings:

    We are
pleased to respond to your letter dated December 31, 2009.  For ease
of review, we have set forth below the numbered comments from your letter and
our responses thereto.

    With
respect to those responses that involve proposed revisions to the manner in
which the related items were addressed in the filings in which they appeared, we
have included in our response an illustration of how the revised disclosure
would have appeared in the relevant filing.  New additions to the text
are underlined.  Each illustration would also apply to any future
filings in which the disclosure item is repeated.

    Certain
comments have asked about our materiality assessment with respect to error
corrections.  At the time of each such assessment, we prepared a
memorandum detailing our analysis and conclusions.  By separate
letter, we are providing the Staff with a copy of each of these memoranda and
are requesting confidential treatment for such memoranda, as they contain
sensitive information not available in the public domain, such as income
forecasts.

              Annual Report on Form
      10-K for 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.

    Response:     We
note that our current Risk Factors do include a Risk Factor that purports to
address certain risks related to the fact that the Standish family is entitled
to cast a majority of stockholder votes.  We would propose to
supplement this disclosure in future filings by adding an additional Risk Factor
to call attention to the risk posed specifically by our NYSE controlled-company
status.  The two Risk Factors would read as follows:

    The
Standish family has a significant influence on our company and could prevent
transactions that might be in the best interests of our other
stockholders

    As of
February 23, 2009, J. Spencer Standish and related persons (including Christine
L. Standish and John C. Standish, both directors of the Company) and Thomas R.
Beecher, Jr., as sole trustee of trusts for the benefit of descendants of J.
Spencer Standish, held in the aggregate shares entitling them to cast
approximately 54.72% of the combined votes entitled to be cast by all
stockholders of the Company. The Standish family has significant influence over
the management and affairs and matters requiring stockholder approval, including
the election of directors and approval of significant corporate transactions.
The Standish family currently has, in the aggregate, sufficient voting power to
elect all of our directors and determine the outcome of any shareholder action
requiring a majority vote. This could have the effect of delaying or preventing
a change in control or a merger, consolidation or other business combination at
a premium price, even though it might be in the best interest of our other
stockholders.

    We
are a “controlled company” within the meaning of the Corporate Governance Rules
of the New York Stock Exchange (the “NYSE”) and qualify for, and rely on,
certain exemptions from corporate governance requirements applicable to other
listed companies

    As a result of the greater
than 50% voting power of the Standish family described above, we are a
“controlled company” within the meaning of the rules of the NYSE. Therefore, we
are not required to comply with certain corporate governance rules that would
otherwise apply to us as a listed company on the NYSE.  Specifically,
we have elected to avail ourselves of the provision exempting a controlled
company from the requirement that the Board of Directors include a majority of
“independent” directors (as defined by the rules of the NYSE) and the
requirement that the Compensation and Governance Committees each be composed
entirely of “independent” directors. Should the interests of the Standish family
differ from those of other stockholders, the other stockholders would not be
afforded such protections as might otherwise exist if our Board of Directors, or
these Committees, were controlled by directors who were independent of the
Standish family or our management.

              Item 7. Management’s
      Discussion and Analysis of Financial Condition
  and

              Results of Operations,
      page 32

              2.

              We
      are unable to locate a separately-captioned section 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 arrangements.  Please
      confirm. In addition, please consider adding an appropriate statement to
      this effect in future filings.  Refer to Exchange Act Rule
      12b-13.

        2

    Response:  We
confirm that there were (and are) no off-balance sheet arrangements required to
be disclosed.  In future Form 10-K filings, if still true, we will
include a separately-captioned section in our Management’s Discussion and
Analysis of Financial Condition and Results of Operations (“MD&A”)
indicating that there are no off-balance sheet arrangements that are required to
be disclosed.  Presented below is an illustration of the disclosure
that we would expect to include in our Form 10-K for the fiscal year ended
December 31, 2009 (the “2009 Form 10-K”), which would directly precede the
tabular disclosure of contractual obligations [Item 303(a)(5)]:

    Off-balance sheet
arrangements:

    The Company has no
off-balance sheet arrangements required to be disclosed pursuant to Item
303(a)(4) of Regulation S-K.

              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.

    Response: We understand your
concern regarding our use of a non-GAAP disclosure (EBITDA excluding goodwill
impairment charge). We confirm that, in future filings, if we use EBITDA
excluding goodwill impairment charges as a non-GAAP measure, we will use a term
other than “EBITDA” to refer to this measure.  We note that, in our
quarterly reports for the quarters ending June 30, 2009 and September 30, 2009,
we modified the name of our non-GAAP metric to “Adjusted EBITDA”, and it is our
present intention to use that disclosure in our 2009 Form 10-K.  This
non-GAAP measure includes adjustments to EBITDA in addition to goodwill
impairment charges, as explained in the relevant filings, as well as in our
response to comment 19 below.

              ·

              It
      appears that you use your non-GAAP measure EBITDA solely as a performance
      measure.  Either confirm this 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.

    Response: We confirm to you
that our use of non-GAAP EBITDA metrics has been solely for performance
measurement.  If this should change in future filings, we will modify
our disclosure as you suggest.

        3

    4.           We
note your presentation of segment operating income/(loss) excluding the goodwill
charge and your presentation of this measure in table 2 of 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 disclosures presented on page 56.

    Response:  We
understand your comment regarding the presentation of tables that include
non-GAAP data and, in cases where we present such data in future filings, we
will label the information as being non-GAAP.  Presented below, for
illustrative purposes, is a modification of Table 2, which was included in the
MD&A section of our 2008 Form 10-K.

    Following
is a table of operating income by segment:

    Table 2 (includes non-GAAP data; see
“Non-GAAP Measures”)

    Financial Statements, page
59

    Notes to Consolidated
Financial Statements, page 65

              1.

              Accounting Policies,
      page 65

              5.

              Please
      tell us and disclose in future filings your accounting policies for
      measuring and recording restructuring-related charges including, but not
      limited to, employee severance, contract termination costs, and costs to
      consolidate or close facilities and relocate
  employees.

    Response:  The timing and measurement
of restructuring-related charges depend on the nature of the item.  In
future 10-K filings, we will include in our summary of significant accounting
policies a description of our policies for restructuring costs, as presented
below:

    Restructuring
expenses:

    The Company may incur
expenses related to restructuring of its operations, which could include
employee termination costs, costs to consolidate or close facilities, or costs
to terminate contractual relationships.  Employee termination costs
include the severance pay and social costs for periods after employee service is
completed.  Termination costs related to an ongoing benefit
arrangement are recognized when the amount becomes probable and
estimable.  Termination costs related to a one-time benefit
arrangement are recognized at the communication date to employees. Costs related
to contract termination, relocation of employees, and the consolidation or the
closure of facilities are recognized when incurred.

        4

    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
      reserves are relieved through income only when the inventory is sold and
      not based on changes in management
judgment.

    Response: We confirm to you
that general reserves for aged inventory are relieved through income only when
the inventory is sold.

              2.

              Revisions to Prior
      Balance Sheet, page 73

              7.

              We
      note you corrected for errors in the 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 errors (e.g. manual
      journal entries), and how they affected your internal controls over
      financial reporting and disclosure controls and procedures.  We
      note your disclosure in this Form-10K and in each of your Forms 10-Q
      during 2008 that there were no changes in internal controls over financial
      reporting that have materially affected or are reasonably likely to
      materially affect your internal control over financial
      reporting.  In light of these error corrections, please tell us
      why there were no changes in your internal controls over financial
      reporting.

    Response:  A
memorandum which describes the errors, assesses materiality in accordance with
SAB 108, and discusses the impact on internal control over financial reporting,
is included with the previously described separate letter to the Staff, in
which we have requested confidential treatment.  In summary, the
errors that were reported as a revision to retained earnings in our 2008 Form
10-K were differences between recorded balances for these balance sheet items
and supporting detail.  In 2004, during the performance of our
standard balance sheet reconciliation control, we identified that our reported
deferred taxes did not reconcile to supporting schedules and made efforts to
resolve the differences. At the time, we determined that the unreconciled
differences were approximately $2,000,000 to $3,000,000 and related to balance
sheet reclassifications; we did not consider this to be material.  We
made this determination after consideration of the operation of our other
controls over the tax provision and tax accounts, including the tax rate
reconciliation process.  Our existing
controls  appropriately identified the unreconciled items.
As a
result of the operation of our income tax account control procedures in the
fourth quarter of 2008, we concluded that our other income tax balance sheet
accounts were appropriately stated and that unreconciled differences should have
been recorded in the income statement in prior years.  In the course
of that analysis, we also discovered errors in certain corporate standard
journal entries.  We then examined whether any of the adjustments
could have affected the income statement in any of the five years included in
Item 6 – Selected Financial Data.  We found some items that would have
affected income in 2004, 2005 and 2007, but the effect in each year was less
than $600,000 and we concluded

        5

    that the
effect on those years was immaterial.  Accordingly, the entire
difference was reported as a revision to beginning retained
earnings.

    We
evaluated our controls during the years 2004-2008, including those related to
tie-out procedures of the year-end tax provision.  We concluded that a
control deficiency existed in the operating effectiveness of our deferred tax
account reconciliation control.  Due to the increase in the magnitude
of the adjustment, in 2008 we concluded that the deferred tax account
reconciliation control (i.e., identified unreconciled differences were not
resolved timely) and the control over review of corporate standard journal
entries  (i.e., certain entries were not reviewed appropriately) were
significant deficiencies, since they merited the attention of those responsible
for oversight of our financial reporting.  We concluded that these
deficiencies did not constitute a material weakness either individually or in
the aggregate in light of our judgment that there was not a reasonable
possibility that a material misstatement of the Company's annual or interim
financial statements would not be prevented or detected on a timely
basis.

    We
believe that the process to dispose of the unreconciled differences, including
the remediation of the control deficiencies described above, did not constitute
a change that materially affected, or was reasonably likely to materially
affect, our internal controls over financial reporting.

    Income Taxes, page
91

              8.

              We
      note that you recorded