SecProbe.io

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 February 25, 2026

Willard Station
Chief Financial Officer
Albany International Corp.
325 Corporate Drive
Portsmouth, New Hampshire 03801

 Re: Albany International Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed February 26, 2025
 File No. 001-10026
Dear Willard Station:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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 Document ALBANY INTERNATIONAL CORP. 325 CORPORATE DRIVE, SUITE 401 PORTSMOUTH, NH 03801 Mr. Dale Welcome United States Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Re:      SEC Comment Letter dated December 15, 2025      Albany International Corp.      Form 10-K for the Fiscal Year Ended December 31, 2024      Form 8K Filed November 5, 2025      File No. 001-10026 Dear Mr. Welcome: Albany International Corp. (the “Company” or “we”) respectfully submits the following response to the comment included in your letter of January 22, 2026. For your convenience, your comment is repeated below in italics followed by the Company’s response. We considered your response to prior comment one. Presenting non-GAAP financial measures that exclude the CH-53K program losses and related adjustments does not appear to be appropriate given the nature of your fixed price long-term contracts. In this regard, recording changes in contract estimates is a normal recurring aspect in revenue recognition for fixed price long-term contracts. Please revise your future filings to remove this adjustment. We acknowledge the Staff’s comment regarding the presentation of the CH-53K loss reserve within our non-GAAP measures and will remove this adjustment in future filings. As background, our objective in presenting the adjustment was to enhance transparency by isolating the contract loss of a business for which management has formally initiated a divestiture process, thereby providing investors with insight into the performance of the continuing operations as they are expected to be configured going forward. We will modify our presentation in light of the Staff’s feedback and, refine future disclosures to ensure compliance with non-GAAP regulations while continuing to provide clear information about the operating profile of the ongoing business within the context of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. Very truly yours, ALBINT.COM | TEL +1 603 330 5800 | FAX +1 603 994 3835 /s/ Sean Valashinas Sean Valashinas Vice President – Controller and Principal Accounting Officer 603-330-5800 /s/ Willard Station Willard Station Executive Vice President – Chief Financial Officer 603-330-5800 ALBINT.COM | TEL +1 603 330 5800 | FAX +1 603 994 3835

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 January 22, 2026

Willard Station
Chief Financial Officer
Albany International Corp.
325 Corporate Drive
Portsmouth, New Hampshire 03801

 Re: Albany International Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Form 8-K Filed November 5, 2025
 Response Dated December 23, 2025
 File No. 001-10026
Dear Willard Station:

 We have reviewed your December 23, 2025 response to our comment letter
and have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments. Unless
we note otherwise, any references to prior comments are to comments in our
December 15, 2025
letter.

Form 8-K Filed November 5, 2025
Reconciliations of Non-GAAP Financial Measures, page 8

1. We considered your response to prior comment one. Presenting non-GAAP
financial
 measures that exclude the CH-53K program losses and related adjustments
does not
 appear to be appropriate given the nature of your fixed price long-term
contracts. In this
 regard, recording changes in contract estimates is a normal recurring
aspect in revenue
 recognition for fixed price long-term contracts. Please revise your
future filings to
 remove this adjustment.
 January 22, 2026
Page 2

 Please contact Dale Welcome at 202-551-3865 or Hugh West at 202-551-3872
if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
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 Document ALBANY INTERNATIONAL CORP. 325 CORPORATE DRIVE, SUITE 401 PORTSMOUTH, NH 03801 Mr. Dale Welcome United States Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Re:      Sec Comment Letter dated December 15, 2025      Albany International Corp.      Form 10-K for the Fiscal Year Ended December 31, 2024      Form 8K Filed November 5, 2025      File No. 001-10026 Dear Mr. Welcome: Albany International Corp. (the “Company” or “we”) respectfully submits the following response to the comment included in your letter of December 15, 2025 referenced above. For your convenience, your comment is repeated below in italics followed by the Company’s response. We note you present several non-GAAP financial measures including Adjusted net revenues, Adjusted gross profit/(loss), Adjusted gross profit/(loss) margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, and Adjusted earnings per share attributable to the Company shareholders – diluted. We also note that these measures exclude the CH-53K loss contract reserve and program adjustments. Although disclosing the impact of material items on reported GAAP results is appropriate, it is not clear to us how you determined that presenting non-GAAP financial measures excluding this item is appropriate. Please revise future filings to remove this adjustment or explain to us how you determined that excluding the CH53K loss contract reserve and program adjustments from your non-GAAP performance measures is appropriate based on the nature of this item and your operations. Specifically address your consideration of Question 100.01 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. The determination to exclude the CH-53K loss contract reserve and program adjustments from the Adjusted measures that you identify was made after careful consideration of the Securities and Exchange Commission’s rules and guidance relating to the use of non-GAAP financial measures (“SEC NGFM Rules and Guidance”) and the Company believed that these adjustments were appropriate. In particular, the Company notes the Staff’s answer to Question 100.01 as follows: “When evaluating what is a normal, operating expense, the staff considers the nature and effect of the non-GAAP adjustment and how it relates to the company’s ALBINT.COM | TEL +1 603 330 5800 | FAX +1 603 994 3835 operations, revenue generating activities, business strategy, industry and regulatory environment.” Specifically, the determination to exclude the contract reserve and program adjustments from our non-GAAP measures was a result of both 1) our strategic evaluation plan announced on October 28, 2025 (a business strategy consideration) and 2) how the strategic evaluation is intended to relate to the company’s operations in the future. For context, during the third quarter and into the first weeks of the fourth quarter of this year, we performed a strategic evaluation of our structure assembly business in light of a number of improvements executed during the year. Following this review, we concluded that the Company’s structure assembly business, which is solely limited to the work performed under the CH53K contract, is not aligned with our long term strategy and therefore we are now exploring strategic options for this business and the associated manufacturing site. The option exploration process could result in a sale before the end of 2026. In this instance, because the Company’s strategy will involve a shift away from execution of structure assembly work towards value added material science, we believe that it is appropriate to exclude these items from our non-GAAP measures as we do not intend to operate the structure assembly business contract upon disposition. In addition, the reserve and adjustments are not part of the normal recurring expenses and costs of performing the contract but rather a significant charge to reset the value of the contract to the revised operating expectation. As disclosed on October 28, 2025, the adjustment represents the full loss anticipated over the remaining eight year life of the program and, therefore, will not reoccur. The cost of performing the contract on a go forward basis (outside of a strategic sale) would be reflected in normal, recurring expenses, while the non-GAAP adjustment is a one-time charge to revalue the contract based on updated assumptions, including new cost information based on the performance of the contract to date. For the reasons stated above, we do not consider these items to reflect normal, recurring expenses necessary to operate the business and therefore consider these adjustments to be appropriate under SEC NGFM Rules and Guidance. Since these reserves and adjustments relate to a business that is not expected to be a part of the Company’s results upon disposition, and because these charges are not expected to reoccur as they relate to a one-time reset to reflect the expected value of the contract going forward, and thus are not viewed as normal operating costs in the period, we believe that excluding these amounts from our non-GAAP measures provides additional information to investors and is useful because it facilitates comparability of the Company’s operating performance. Exclusion of this charge also allows investors to view our underlying operating results in the same manner as they are viewed by Company management in light of the strategic decisions made about the Company’s future operations. ALBINT.COM | TEL +1 603 330 5800 | FAX +1 603 994 3835 We also note that other charges related to contracts that are consistent with our continuing business strategy were included in our reported non-GAAP financial measures as these losses were a component of recurring operations of the business rather than a component of a strategic shift of operations to be divested. During the quarter, these charges included in our non-GAAP financial measures totaled $3.6 million, which amounts to over 1% of consolidated quarterly revenue and over 4% of quarterly revenue for the Albany Engineered Composites segment. The Company did not add such amount back to our non-GAAP measure, as we believed such an exclusion would not be consistent with the referenced guidance related to non-GAAP measures. Ultimately, after review of our specific facts and circumstances and which costs were or were not attributable to our transformational strategic evaluation, we believed that our add back of the $147 million was appropriate under the guidance provided in Question 100.01 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. If you have further questions or need any additional information, please feel free to contact us at the telephone number listed below. We would welcome the opportunity to discuss any questions you may have or to provide additional information. Very truly yours, /s/ Sean Valashinas Sean Valashinas Vice President – Controller and Principal Accounting Officer 603-330-5800 /s/ Willard Station Willard Station Executive Vice President – Chief Financial Officer 603-330-5800 ALBINT.COM | TEL +1 603 330 5800 | FAX +1 603 994 3835

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 December 15, 2025

Willard Station
Chief Financial Officer
Albany International Corp.
325 Corporate Drive
Portsmouth, New Hampshire 03801

 Re: Albany International Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed February 26, 2025
 Form 8-K Filed November 5, 2025
 File No. 001-10026
Dear Willard Station:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 8-K Filed November 5, 2025
Reconciliations of Non-GAAP Financial Measures, page 8

1. We note you present several non-GAAP financial measures including
Adjusted net
 revenues, Adjusted gross profit/(loss), Adjusted gross profit/(loss)
margin, Adjusted
 EBITDA, Adjusted EBITDA margin, Adjusted net income, and Adjusted
earnings per
 share attributable to the Company shareholders diluted. We also note
that these
 measures exclude the CH-53K loss contract reserve and program
adjustments.
 Although disclosing the impact of material items on reported GAAP
results is
 appropriate, it is not clear to us how you determined that presenting
non-GAAP
 financial measures excluding this item is appropriate. Please revise
future filings to
 remove this adjustment or explain to us how you determined that
excluding the CH-
 53K loss contract reserve and program adjustments from your non-GAAP
 performance measures is appropriate based on the nature of this item and
your
 operations. Specifically address your consideration of Question 100.01
of the Division
 December 15, 2025
Page 2

 of Corporation Finance s Compliance & Disclosure Interpretations on
Non-GAAP
 Financial Measures.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Dale Welcome at 202-551-3865 or Hugh West at 202-551-3872
with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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United States securities and exchange commission logo
November 10, 2022
Stephen Nolan
Chief Financial Officer and Treasurer
Albany International Corp.
216 Airport Drive
Rochester, New Hampshire 03867
Re:Albany International Corp.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 25, 2022
File No. 001-10026
Dear Stephen Nolan:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Document

October 21, 2022

BY ELECTRONIC TRANSMISSION

United States Securities and Exchange Commission

Office of Manufacturing

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Mr. Dale Welcome

         Mr. Kevin Stertzel

Re: Albany International Corp.

      Form 10-K for the Fiscal Year Ended December 31, 2021

      Filed February 25, 2022

      File No. 001-10026

Dear Messrs. Welcome and Stertzel:

This letter sets forth the responses of Albany International Corp. (the “Company”) to the comments of the Securities and Exchange Commission staff (the “Staff”) relating to the Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2021 (the “Form 10-K”), contained in your letter dated October 11, 2022 (the “Comment Letter”). Set forth below are the Staff’s comments, followed by the Company’s responses to the comments.  The numbering of the responses and the headings set forth below correspond to the numbered comments and headings on the letter from the Staff.  The Staff’s comments are italicized.

Form 10-K for the Fiscal Year Ended December 31, 2021

Management's Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Measures, page 36

1.We note that you reconcile EBITDA and Adjusted EBITDA to operating income (loss) for each segment and on a consolidated basis. Please revise your presentation in future annual and quarterly filings to reconcile these non-GAAP measures to net income (loss), the most directly comparable GAAP measure. Refer to Item 10(e)(1)(i)(B) of Regulation S-K and Question 103.02 of the SEC’s Division of Corporation Finance C&DIs on Non-GAAP Measures. This comment also applies to your earnings releases furnished on Form 8-K.

Albany International Corp.

216 Airport Dr.

Rochester, NH 03867

(603) 330-5850

U.S Securities and Exchange Commission

October 21, 2022

Page 2 of 3

Response: We will revise our presentation in future annual and quarterly filings, as well as our earnings releases furnished on Form 8K, to reconcile EBITDA and Adjusted EBITDA to net income for each segment and on a consolidated basis.

2.We note that your Adjusted EBITDA non-GAAP measure includes an adjustment for foreign currency revaluation (gains)/losses. Please tell us how you considered Question 100.01 of the SEC’s Division of Corporation Finance C&DIs on Non-GAAP Measures given that such gains and losses appear to reflect normal business activities of an entity with foreign subsidiaries/operations.

Response: The Company has operations in foreign countries where the local currency is the functional currency used to prepare local financial statements, which are then translated into our group reporting currency (US dollar) in accordance with US GAAP.  Certain of our foreign subsidiaries hold monetary assets and liabilities denominated in non-functional currency that are remeasured to each subsidiary’s respective functional currency on the balance sheet date.  Certain foreign currency gains and losses are included, while others are adjusted for, in our Adjusted EBITDA.

The Company kindly advises the Staff that foreign currency revaluation (gains)/losses consist of the remeasurement effects of third party receivables and payables, cash, and intercompany loans denominated in a currency other than our subsidiary’s functional currency on the balance sheet date (collectively, the “foreign currency revaluation effects”).

In response to the Staff’s question regarding consideration of Question 100.01 of the SEC’s Division of Corporation Finance C&DIs on Non-GAAP Measures, we note that the foreign currency revaluation effects represent unrealized gains and losses arising from the remeasurement of monetary assets and liabilities denominated in non-functional currencies on the balance sheet date.  Foreign currency revaluation effects do not represent costs necessary to generate revenues or to operate our business and as such are not normal, recurring cash charges.  The Company believes that excluding the impact of the foreign currency revaluation effects from our Adjusted EBITDA provides our financial statement users with a transparent view into the core financial performance of our business, particularly when compared to periods in which the foreign currency revaluation effects had a greater, lesser, or no impact and therefore are not misleading.

We respectfully advise the Staff that gains and losses realized from transactions denominated in foreign currencies, both functional and non-functional, occurring during

U.S Securities and Exchange Commission

October 21, 2022

Page 3 of 3

the period are not adjusted for in our Adjusted EBITDA, as such gains and losses are reflective of normal business activities of our foreign subsidiaries.

We will clarify in our future quarterly and annual filings, as well as in earnings releases furnished on Form 8-K, the nature of foreign currency revaluation effects that are adjusted for in our Adjusted EBITDA, as follows:

Foreign currency revaluation (gains)/losses represent unrealized gains and losses arising from the remeasurement of monetary assets and liabilities denominated in non-functional currencies on the balance sheet date.

In connection with responding to the Staff’s comments, the Company and its management acknowledges our responsibility for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

Should you have any questions or comments relating to this letter, please contact the undersigned at (603) 330-5899.

Very truly yours,

/s/ Stephen M. Nolan

Stephen M. Nolan

Chief Financial Officer and Treasurer

cc: A. William Higgins, President & Chief Executive Officer, Albany International Corp.

      Joseph M. Gaug, General Counsel & Secretary, Albany International Corp.

      Cleary Gottlieb Steen & Hamilton LLP (Helena K. Grannis)

      KPMG LLP (John Murphy)

United States securities and exchange commission logo
October 11, 2022
Stephen Nolan
Chief Financial Officer and Treasurer
Albany International Corp.
216 Airport Drive
Rochester, New Hampshire 03867
Re:Albany International Corp.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 25, 2022
File No. 001-10026
Dear Stephen Nolan:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Measures, page 36
1.We note that you reconcile EBITDA and Adjusted EBITDA to operating income (loss) for
each segment and on a consolidated basis. Please revise your presentation in future annual
and quarterly filings to reconcile these non-GAAP measures to net income (loss), the most
directly comparable GAAP measure. Refer to Item 10(e)(1)(i)(B) of Regulation S-K and
Question 103.02 of the SEC’s Division of Corporation Finance C&DIs on Non-GAAP
Measures. This comment also applies to your earnings releases furnished on Form 8-K.
2.We note that your Adjusted EBITDA non-GAAP measure includes an adjustment for
foreign currency revaluation (gains)/losses. Please tell us how you considered Question
100.01 of the SEC’s Division of Corporation Finance C&DIs on Non-GAAP Measures
given that such gains and losses appear to reflect normal business activities of an entity

 FirstName LastNameStephen Nolan
 Comapany NameAlbany International Corp.
 October 11, 2022 Page 2
 FirstName LastName
Stephen Nolan
Albany International Corp.
October 11, 2022
Page 2
with foreign subsidiaries/operations.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Dale Welcome at 202-551-3865 or Kevin Stertzel at 202-551-3723 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

Mail Stop 3561

January 29, 2018

John B. Cozzolino
Chief Financial Officer
Albany International Corp.
216 Airport Drive
Rochester, New Hampshire  03867

Re: Albany International Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2016
Filed March 1, 2017
File No.  1-10026

Dear Mr. Cozzolino :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consume r Products

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January 16, 2018

Ms. Jennifer Thompson

Accounting Branch Chief, Office of Consumer Products

Securities and Exchange Commission

Washington, D.C. 20549

 Re: Albany International Corp.

Form 10-K for the Year Ended December 31, 2016,
filed March 1, 2017

File No. 1-10026

Dear Ms. Thompson:

We are pleased to respond to your letter dated December
18, 2017. For ease of review, we have set forth below the comments from your letter and our responses thereto.

Item 8. Financial Statements and Supplementary Data

17. Commitments and Contingencies

Asbestos Litigation, page 94

 1. Please address the following comments related to your asbestos litigation:

 · Please tell us when you accrue a loss for asbestos claims, both asserted
and unasserted, and how your accounting complies with ASC 450. In doing so, tell us if you accrue for claims in advance or only
upon or when nearing settlement. Also tell us the total amount accrued at fiscal year-end 2016 for asbestos claims and provide
a breakdown of the accrual between asserted and unasserted claims.

Response:
We accrue a loss for any asbestos claims, whether asserted or unasserted, when the amount is probable and estimable, as required
by ASC 450-20-25-2. With respect to the vast majority of claims disclosed in Footnote 17, we have concluded that such claims do
not represent a liability that is both probable of occurrence and reasonably estimable. Given the limited number of locations where
asbestos-containing dryer felts were used, and the limited period of time during which they were sold, the number of claimants
able to give evidence of exposure to the Company’s products has historically been only a small fraction of the total number
of claims reported. We work with outside counsel and our insurance carriers to continuously evaluate claims, and if a claim has
progressed to the point where it is determined that liability is both probable and estimable, we accrue for the anticipated payment
at that time. For all pending claims, it is, in our experience, not possible to meaningfully assess whether liability for any individual
claim is probable, let alone estimable, until credible and meaningful evidence of actual or even potential exposure to the Company’s
asbestos-containing dryer felts has been provided. In our experience,
this typically has not happened until the discovery process is concluded.

As of December 31, 2016, we had an
accrual of $240,500 for asserted claims, and there was no accrual for unasserted claims. The Company does not believe that an accrual
for unasserted claims is required. At any given reporting date, it is probable that there are unasserted claims that will be filed
against the Company in the future. However, we believe that, due to our varied and inconsistent history of asbestos claims and
the changing nature of asbestos litigation (as discussed below), there is not sufficient and reasonable information to estimate
an accrual for unasserted asbestos claims.

 · Explain to us your accounting policy for recording insurance recoveries
associated with asbestos claims.

Response: Whenever we record
an accrual for asbestos claims, we consider whether the claim is covered by our policies, the insurance carrier has the means to
pay the claim directly or reimburse our settlement payment, and recovery under our insurance policies is probable. If we conclude
that recovery is probable, a receivable from the insurance carrier is recorded. As of December 31, 2016, the amount of this receivable
in our books was $240,500 – equal to the accrual referred to above. This entry results in an offset of the charge in the
income statement, and the claims accrual is recorded as a liability, while the related insurance receivable is recorded as an asset.

 · Tell us your accounting policy for legal costs expected to be incurred
in connection with your asbestos claims.

Response: We do not incur material
legal fees related to defending ourselves against asbestos claims. For any claim for which insurance coverage exists, our insurers
are obligated to both indemnify and defend us, at no expense to us and without charging any such defense costs to coverage limits
(i.e., such legal fees and expenses are 100% borne by the carriers, and not deducted from available limits). Since 2005, we have
encountered only a handful of claims (involving former employees) giving rise to uncovered defense costs, and in no period have
such costs been material. If such uncovered legal costs were expected to be incurred in any future period, we would expect to accrue
such costs as incurred, in accordance with our current policy and practice. Since professional fees related to loss contingencies
have not been material in our experience, we have not included discussion of this policy election under ASC 450-20-S99 in our Summary
of Significant Accounting Policies footnote.

 · We note your disclosure that you “do not believe a meaningful
estimate can be made regarding the range of possible loss with respect to pending or future claims.” Clarify if this disclosure
means that you are unable to estimate an amount to accrue under ASC 450-20-25-2 or if it means you are unable to estimate a range
of reasonably possible loss in excess of amounts accrued under ASC 450-20-50-3 and -4. In either case, considering your extensive
history dealing with asbestos claims, tell us why you are unable to determine a meaningful loss estimate and why, per page 95,
you “are unable to predict the number and timing of such future claims.” Please note that under the 420-20-50-3 and
-4 disclosure requirements an estimate does not necessarily require confidence or precision since an estimate is, by definition,
imprecise.

Response: With regard to our
disclosure that we “do not believe a meaningful estimate can be made regarding the range of possible loss with respect to
pending or future claims”, we mean that we are unable to estimate a range of reasonably possible loss in excess of amounts
already accrued for pending or future claims under ASC 420-20-50-3. We will clarify this statement in our future filings.

Asbestos litigation has continued
to evolve in many ways since the Company received its first claim, all of which have contributed to the unpredictable and changing
nature of the Company’s experience with respect to asbestos litigation: the passage of tort reform in many jurisdictions;
the emergence of “inactive dockets” for non-malignant cases in others; the pursuit of secondary exposure claims, with
varying success, in different jurisdictions; continued “forum-shopping” by the plaintiff’s bar causing migration
of claims to newer, less-experienced venues; developments in asbestos legal jurisprudence; involvement of new plaintiffs with different
claim-filing practices, etc.

As described above, the information
needed to support an accrual is the same information needed to come up with a meaningful estimate of a range of reasonably possible
loss in excess of such accruals for pending or future claims. Given the unpredictable and changing nature of the Company’s
asbestos litigation experience, we do not currently believe that it is possible to extrapolate from our historical loss experience
any meaningful estimate of a range of possible loss. Our current footnote disclosure states that we expect to continue to get sued,
and to incur future losses, and that we don’t anticipate that such losses will ever materially exceed available insurance
coverage. In addition, in order to provide investors with as much meaningful information as possible, we also include in our disclosure
detailed, annual data regarding new claims, settlement claims, and annual settlement costs.

Given our experience, any attempt
to provide an estimate would imply an understanding of the changing nature of asbestos litigation that – in spite of what
may appear to be an extensive history dealing with such claims – we simply do not have, and would thus be potentially misleading
to investors.

 · Based on the rollforwards of your claims activity on pages 94 and 95,
it appears that there are several long outstanding unresolved claims against you. To the extent categorizable, explain to us the
nature of the remaining unresolved claims, including whether or not these claims are materially different than the claims you have
already settled. For example, clarify if your long outstanding claims generally involve more serious claims, such as ones that
are seeking materially higher damages.

Response: As you noted, there
are some asbestos claims which have been outstanding for a long time. Of the 11,451 pending cases as of December 31, 2016, approximately
90% had been pending for more than 10 years, with little or no activity during that time.

There are probably a number of reasons
for this, into most of which we have no unique insight, but based upon our current understanding:

 - The plaintiff’s counsel may no longer consider the case to have
merit, and not worthy of any further action.

 - The plaintiff’s counsel may be waiting to see if non-malignant
cases become malignant cases.

 - Plaintiffs’ counsel, in a rush to secure clients, may have filed
cases prior to determining the validity of the claim, or the counsel felt that their leverage to obtain a settlement might be increased
with the number of claimants.

In addition, we understand that a
number of courts with heavy asbestos case backlogs determined not to dedicate valuable and limited trial capacity to asbestos cases
not involving malignancies, and created (whether formally or informally) administrative dockets, where non-malignant cases are
“parked” until such time (if ever) as they turn into malignant cases. We are not always aware of when a claim has been
moved to such an inactive docket, and do not track which claims currently reside on such a docket. Nevertheless, we know that a
significant number of our pending claims are in jurisdictions which have inactive dockets.

For these reasons, we do not believe
such long-pending cases are more serious or seeking materially higher damages; in all likelihood, the longer a case has been pending,
the less likely it is to ever result in a material loss.

 Sincerely,

/s/ John B. Cozzolino

John B. Cozzolino

Chief Financial Officer and
Treasurer

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December 19, 2017

VIA ELECTRONIC TRANSMISSION

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-7553

Attention: Jennifer Thompson

	                Robert Babula

Dear Ms. Thompson and Mr. Babula:

On behalf of Albany International Corp.
(“Albany”), this will confirm the correspondence with Albany in which the Staff agreed to extend until January
18, 2018 the time for Albany to respond to the Staff’s comment letter dated December 18, 2017. Albany expects to be able
to file its response on or about January 18, 2018.

If you have any questions, please do not
hesitate to contact me.

        Sincerely,

        /s/ Glenn P. McGrory

        Glenn P. McGrory

 cc: Dr. Joseph G. Morone

John B. Cozzolino

Charles J. Silva, Jr., Esq.

Mail Stop 3561

December 18, 2017

John B. Cozzolino
Chief Financial Officer
Albany International Corp.
216 Airport Drive
Rochester, New Hampshire  03867

Re: Albany International Corp.
 Form 10-K for the Fis cal Year Ended December 31, 2016
Filed March 1, 2017
File No.  1-10026

Dear Mr. Cozzolino :

We have reviewed your filing an d have the following comment .  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If  you do not believe our
comment applies  to your facts and circumstances , please tell us why in your response.

After reviewing your response to this comment , we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2016

Item 8. Financial Statements and Supplementary Data

17. Commitments and Contingencies

Asbestos Litigation, page 94

1. Please address the following comments related to your asbestos litigation:

 Please tell us when you accrue a loss for asbestos claims, both asserted and unasserted,
and how your accounting complies with ASC 450.  In doing so, tell us if you accrue for
claims in advance or only upon or when nearing settlement.  Also tell us the tot al amount
accrued at fiscal year -end 2016 for asbestos claims and provide a breakdown of the
accrual between asserted and unasserted claims.

John B. Cozzolino
Albany International Corp.
December 18, 2017
Page 2

  Explain to us your accounting policy for recording insurance recoveries associated with
asbestos claims.

 Tell us your accounting policy for legal costs expected to be incurred in connection with
your asbestos claims.

 We note your disclosure that you “do not believe a meaningful estimate can be made
regarding the range of possible loss with respect to pendi ng or future claims.”  Clarify if
this disclosure means that you are unable to estimate an amount to accrue under ASC
450-20-25-2 or if it means you are unable to estimate a range of reasonably possible loss
in excess of amounts accrued under ASC 420 -20-50-3 and -4.  In either case, considering
your extensive history dealing with asbestos claims, tell us why you are unable to
determine a meaningful loss estimate and why, per page 95, you “are unable to predict
the number and timing of such future claims.”  Please note that under the 420 -20-50-3
and -4 disclosure requirement s an estimate does not necessarily require confidence or
precision since an estimate is, by definition, imprecise.

 Based on the rollforwards of your claims activity on pages 94 and 95, it appears that there
are several long outstanding unresolved claims against you.  To the extent categorizable,
explain to us the nature of the remaining unresolved claims, including whether or not
these claims are materially different than the claims you have already settled.  For
example, clarify if your long outstanding claims generally involve more serious claims,
such as ones that are seeking materially higher damages.

We remind you that the company and its management are responsible for the accurac y
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Robert Babula, Staff Accountant at  (202) 551 -3339  or Andrew Blume,
Staff Accountant at (202) 551 -3254, if you have quest ions regarding  this comment  on the
financial statements and related matters.  Please contact me at (202) 551 -3737  with any other
questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

Mail Stop 3561

March 1, 2017

John B. Cozzolino
Chief Financial Officer
Albany International Corp.
216 Airport Drive
Rochester, New Hampshire  03867

Re: Albany International Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 26, 2016
File No.  1-10026

Dear Mr. Cozzolino :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer  Products

CORRESP
1
filename1.htm

February 27, 2017

Ms. Jennifer Thompson

Accounting Branch Chief, Office of Consumer Products

Securities and Exchange Commission

Washington, D.C. 20549

 Re: Albany International Corp.

Form 10-K for the Year Ended December 31, 2015,
filed February 26, 2016

File No. 1-10026

Dear Ms. Thompson:

We are pleased to respond to your letter dated February
21, 2017. For ease of review, we have set forth below the numbered comments from your letter and our responses thereto.

 1. Accounting Policies

Inventories, page 53

1. We note your response to comment 1. You disclose on page 22 general overcapacity issues in the machine clothing segment. Further,
we note your disclosure on page 25 regarding the restructurings you recently completed in the machine clothing segment to balance
manufacturing capacity with demand. Explain to us in more detail how you determine “normal capacity” under ASC 330-10-30-3.
Further, tell us how you determine when you are operating in an under-utilized or below normal capacity situation when determining
not to capitalize amounts into inventory. Lastly, tell us whether there were any below normal capacity scenarios that materially
impacted the amounts capitalized versus recognized as expense under ASC 330-10-30-7 over the last three fiscal years, and if so,
how you considering discussing this within MD&A.

Response: For purposes of clarification, the
reference that we made to overcapacity on page 22 of our Form 10-K was a comment about the entire machine clothing industry and
how that had the potential to affect competition amongst suppliers, including Albany International. In the last three years, we
have not had plants that operated at a level

below normal capacity as defined in ASC 330-10-30-3,
and applied by Albany International in its cost accounting procedures. Restructuring activities over the last three years have
not resulted in significant unabsorbed costs at the affected sites as the Company has been able to quickly shut down production
and eliminate costs after the restructuring was announced.

In accordance with ASC 330-10-30-4, we determine normal
capacity based on factors that may be specific to our business and industry. Each year, we assess whether we are operating at normal
capacity by comparing expected production levels to our machine capacity. Normal capacity utilization includes some machine capacity
which is designed to run at lower utilization in order to assure our ability to meet customer delivery requirements. If our primary
manufacturing location for a specific product line was expected to operate at less than 50% of target utilization, we would consider
that to be operating at a level below normal capacity.

As we have not had any plants that were operating
below normal capacity during the last three years, we do not believe there is any additional information that should be disclosed
within the Management Discussion and Analysis (MD&A). If we had such a situation and it resulted in a material effect on gross
profit, we would disclose that fact within the MD&A. For example, you may have noted that in some quarterly periods of recent
years, we have identified strong capacity utilization, or weaker capacity utilization (which was not related to operating outside
a range of normal capacity), as having an effect on results for the period and we would continue to provide such commentary when
material to operating results.

 Sincerely,

/s/ John B. Cozzolino

John B. Cozzolino

Chief Financial Officer and
Treasurer

Mail Stop 3561

February 21, 2017

John B. Cozzolino
Chief Financial Officer
Albany International Corp.
216 Airport Drive
Rochester, New Hampshire  03867

Re: Albany International Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2015
 Response Dated February 10 , 2017
File No.  1-10026

Dear Mr. Cozzolino :

We have reviewed  your February 10 , 2017  response to our comment  letter  and have the
following comment .  In our comment , we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible  when you will respond.  If you  do not believe our
comment applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.
Unless we note otherwise, our refer ences to prior comments are to comments in our January 30 ,
2017 letter .

Form 10 -K for the Fiscal Year Ended December 31, 2015

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

1. Accounting Policies

Inventories, page 53

1. We note your response to comment 1.  You disclose on page 22 general overcapacity
issues in the machine clothing segment.  Further, we note your disclosure on page 25
regarding the restructurings you recently completed in the machine clothing segment to
balance manufacturing capac ity with demand.  Explain to us in more detail how you
determine “normal capacity” under ASC 330 -10-30-3.  Further, tell us how you
determine when you are operating in an under -utilized or below normal capacity situation

John B. Cozzolino
Albany International Corp.
February 21, 2017
Page 2

 when determining not to capitalize amounts into inventory.  Lastly, tell us whether there
were any below normal capacity scenarios that materially impacted the amounts
capitalized versus recognized as expense under ASC 330 -10-30-7 over the last three
fiscal years, and if so, how you conside ring discussing this within MD&A.

You may contact Robert Babula, Staff Accountant  at (202) 551 -3339, or me at (202) 551 -
3737 with any questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
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February 10, 2017

Ms. Jennifer Thompson

Accounting Branch Chief, Office of Consumer Products

Securities and Exchange Commission

Washington, D.C. 20549

 Re: Albany International Corp.

Form 10-K for the Year Ended December 31, 2015,
filed February 26, 2016

File No. 1-10026

Dear Ms. Thompson:

We are pleased to respond to your letter dated January
30, 2017. For ease of review, we have set forth below the numbered comments from your letter and our responses thereto.

With respect to the responses that involve a proposed
revision 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.

 1. Accounting Policies

Inventories, page 53

1. We note your response to comment 2 and have the following comments:

· You indicate that average
cost is an element of the standard cost methodology that

you use to value your inventories. Please tell us in significantly more
detail how you

determine the standard cost that you apply to your inventories and how
average cost

is an element of that standard cost. Also tell us in significantly more
detail what you

intended to convey to your investors by previously disclosing that inventories
“are

valued at average cost, net of reserves” as this appears to convey
that your standard

cost approximated average cost rather than that your standard cost was
adjusted to

approximate costs determined on the first-in, first-out basis. Refer to
ASC 330-10-

30-12.

·
You indicate that you regularly adjust the standard cost valuation of inventories
to

reflect actual cost, principally on a first-in, first-out basis. Please
tell us in

significantly more detail how you determine inventoriable variances, at
what level

you determine these variances, and why you believe your methodology for

calculating and adjusting for these variances results in the presentation
of inventories

within your financial statements at cost as required by ASC 330-10-30-1,
30-9 and 30-12.

 Also explain to us in detail your use of the term “principally”.

Response: As explained below in greater detail,
we use a combination of average and FIFO costs to value our inventories. Raw materials are valued using average costs, while the
conversion costs are valued using a standard cost approach that includes analysis, and when appropriate, capitalization of cost
accounting variances into inventory to approximate the FIFO method. The combination of the two methodologies is designed to best
determine inventories on a cost basis (ASC 330-10-30-1) and to best reflect periodic income (ASC 330-10-30-9). The use of more
than one costing technique is identified in ASC 330-10-30-13 as an acceptable approach.

We have a standard cost for each product we manufacture
that includes the expected amount of material and labor that will be consumed in the manufacturing process, and the amount of manufacturing
overhead that will be allocated to the products. The standard cost for each product is originally based on engineering estimates.
We also track the actual material and labor consumed for each product manufactured and, when the manufacturing process is completed,
we analyze any significant differences between standard and actual consumption. Based on that analysis, we make any necessary updates
to the standard cost for that product on a monthly basis (as described below) to improve the accuracy for future production. Overhead
costs are allocated to inventory via a direct labor burden rate which is calculated annually, or whenever a significant change
in the business or cost structure occurs. We base the overhead allocation on normal capacity, as described in ASC 330-10-30-3.

Our raw materials are valued using an average cost
technique. Our principal raw materials are monofilament and carbon fibers. Given the nature of our inventories and consumption
patterns, we feel that an average costing approach is the best method to approximate the actual cost of inventories. Because of
the significant reported balances of raw materials, and the significant raw material component of work in process and finished
goods, the use of the average cost technique is therefore an important element in our overall valuation of inventories. For that
reason, our prior accounting policy disclosure discussed the use of average costs. That disclosure did not include, however, (and
would be improved by the addition of) discussion of the valuation technique used for conversion costs.

The labor and overhead costs associated with the conversion
of raw materials into finished goods are initially applied to inventory using a standard costing method. As described above, we
review consumption variances as each product is completed. At the end of each month, we also analyze variances between actual costs
incurred and costs absorbed into inventory using standard costs. These variances are divided into

categories of variable cost items (such as material,
labor and supplies) and fixed cost items (such as depreciation and plant overhead). Each month, we adjust inventory values to include
an appropriate amount of those variances that relate to ending inventories in order to comply with ASC 330-10-30-3. Prior to adjusting
inventory values for any variances, we analyze the details to determine if there are any items that should not be capitalized as
described in ASC 330-10-30-7 (for example, unfavorable variances due to operating below normal capacity and unusual amounts of
waste). The approach we use for conversion costs, including the capitalization of variances as appropriate, creates a first-in,
first-out cost flow.

In our response dated January 17, 2017, we stated
that we make adjustments to state inventories at “actual costs, principally on a first-in, first-out basis”. As described
above, we value raw material inventories on an average cost basis while conversion costs use a first-in, first-out cost flow assumption.
We used the word “principally” because conversion costs actually comprise more than half of total inventories.

See below the revisions to 2015 Form 10-K, page 53, that
we propose to include in our Annual Report on Form 10-K for the year ended December 31, 2016. We would also expect to include similar
detail in future filings with respect to future periods.

Inventories are stated at the lower of cost or
market, with cost determined using the first-in first-out method. Costs included in inventories are raw materials,
labor, supplies and allocable depreciation and overhead. Raw material inventories are valued on an average cost basis, while other
inventory cost elements are valued at cost, using the first-in, first out method. The Company writes down inventories for estimated
obsolescence, and to lower of cost of market value based upon assumptions about future demand and market conditions. If actual
demand or market conditions are less favorable than those projected by the Company, additional inventory write-downs may be required.
Once established, the original cost of the inventory less the related write-down represents the new cost basis of such inventories.

 Sincerely,

/s/ John B. Cozzolino

John B. Cozzolino

Chief Financial Officer and
Treasurer

Mail Stop 3561

January 30, 2017

John B. Cozzolino
Chief Financial Officer
Albany International Corp.
216 Airport Drive
Rochester, New Hampshire  03867

Re: Albany International Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2015
 Response Dated January 17, 2017
File No.  1-10026

Dear Mr. Cozzolino :

We have reviewed  your January 17, 2017  response to our comment  letter  and have the
following comment .  In some of our comment s, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as p ossible when you will respond.  If you  do not believe our
comment applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.
Unless we note otherwise, ou r references to prior comments are to comments in our December
20, 2016  letter .

Form 10 -K for the Fiscal Year Ended December 31, 2015

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

1. Accounting Policies

Inventories, page 53

1. We note your response  to comment 2 and have the following comments:

 You indicate that average cost is an element of the standard cost methodology that
you use to value your inventories.  Please tell us in significantly more detail how you
determine the standard cost that you apply to your inventories and how average cost
is an element of that standard cost.  Also tell us in significantly more detail what you

John B. Cozzolino
Albany International Corp.
January 30, 2017
Page 2

 intended to convey to your investors by previously disclosing that inventories “are
valued at average cost, net of reser ves” as this appears to convey that your standard
cost approximated average cost rather than that your standard cost was adjusted to
approximate costs determined on the first -in, first -out basis.  Refer to ASC 330 -10-
30-12.

 You indicate that you regularly  adjust the standard cost valuation of inventories to
reflect actual cost, principally on a first -in, first -out basis.  Please tell us in
significantly more detail how you determine inventoriable variances, at what level
you determine these variances, and why you believe your methodology for
calculating and adjusting for these variances results in the presentation of inventories
within your financial statements at cost as required by ASC 330 -10-30-1, 30 -9 and
30-12.  Also explain to us in detail your use of  the term “principally.”

You may contact Robert Babula, Staff Accountant  at (202) 551 -3339, or me at (202) 551 -
3737 with any other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
1
filename1.htm

January 17, 2017

Ms. Jennifer Thompson

Accounting Branch Chief, Office of Consumer Products

Securities and Exchange Commission

Washington, D.C. 20549

 Re: Albany International Corp.

Form 10-K for the Year Ended December 31, 2015,
filed February 26, 2016

File No. 1-10026

Dear Ms. Thompson:

We are pleased to respond to your letter dated December
20, 2016. For ease of review, we have set forth below the numbered comments from your letter and our responses thereto.

With respect to the responses that involve a proposed
revision 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.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, page 22

 1. Given the magnitude of the foreign currency translation losses recorded
in your other comprehensive income (loss) for the years ended December 31, 2015 and 2014, please provide your investors with more
information about these fluctuations in foreign currency translation rates as follows:

 · We note your statement that sales declined due to the broad weakening
of foreign currencies against the U.S. dollar. This is a broad statement that could apply to many companies. To make your disclosure
more specific to your individual company’s circumstances, please disclose any individual foreign currencies that significantly
contributed to the decline in sales and consider discussing in more detail the impact of your operations in these specific currencies
on your results. We believe this will provide your investors with greater insight into the factors impacting your international
operations and will

allow investors to better anticipate the likelihood
that past results are indicative of future results. Refer to ASC 830-20-50-3.

 · We note that your analysis of results of operations does not describe
the impact of changes in foreign currency translation rates on gross profit. Please explain to us in reasonable detail how you
determined no such discussion was needed, including clarifying to us if your products are generally manufactured in the same country
in which they are sold.

 · We note that the only expenses you describe in your analysis of results
of operations as being significantly impacted by foreign currency translation losses are the Selling, Technical, General and Research
expenses. It appears that you are combining two line items from the face of your income statement within this narrative analysis:
Technical, Product Engineering, and Research expenses and Selling, General, and Administrative expenses. It also appears from the
face of your income statement that Technical, Product Engineering, and Research expenses declined in 2015 significantly more than
Selling, General, and Administrative expenses. If certain cost categories are impacted more significantly than others by the change
in currency translation rates, please clarify this to your investors. Further, please disclose any individual foreign currencies
that significantly contributed to the decline in your expenses and consider discussing in more detail the impact of your operations
in these specific currencies on your results.

Response: We acknowledge that changes in currency
rates can have a significant effect on operating results.  We also agree that discussion of the impact on sales of changes
in the rates of individual foreign currencies, in any period when the impacts are significant, may also be helpful to our investors.
Since Albany Engineered Composites and Corporate expenses are not significantly affected by changes in currency rates, our response
to this question is focused on matters affecting Machine Clothing. We propose below an illustration of how such disclosure would
have appeared in the MD&A of our 2015 10-K.

The effect of currency rate changes on gross profit in
the Machine Clothing segment can be difficult to anticipate because we use a global sourcing and manufacturing model. Under this
model, while some non-U.S. sales and associated costs are in the same currency, other non-U.S. sales are denominated in currencies
other than the currency in which most costs of such sales are incurred. At the same time, the geographic sources of materials purchased
(and the currencies in which these purchases are denominated) can vary depending on market forces, and the Company may also shift
production of its products between manufacturing locations, which can result in a change in the currency in which certain costs
to produce such products are incurred.

In 2015, approximately 20% of Machine Clothing (MC) sales
had U.S. dollar sales prices, but much of the costs of such sales were in the currencies of the countries in which they were produced,
principally in Brazil and Mexico. The Brazilian real and Mexican peso weakened in 2015, which reduced Cost of sales related to
that revenue. During the same period, approximately 45% of MC sales were both manufactured and sold in currencies other than the
dollar, real or peso, and since almost all such currencies weakened against the U.S. dollar in 2015, the gross profit associated
with these sales was reduced. While sales subject to the second effect were approximately double those subject to the first effect,
the effect was to gross

profit, and not cost of sales (a much larger number).
As a result, the net impact of these two effects on gross profit was slightly positive in 2015.

Because the net impact of these currency effects was not
significant to gross profit, we did not think it helpful to disclose them. We note also that currency effects are based on many
estimates. However, we acknowledge that some additional discussion of the impact of currency on gross profit may be of use to some
investors, and have included below a proposed revision to the Machine Clothing gross profit discussion.

As noted in your comment about changes in Selling, Technical,
General and Research (STG&R) expenses, we combine two line items on the income statement for the purpose of the Management’s
Discussion and Analysis to be consistent with how management establishes objectives and monitors performance. While, as you note,
it appears from the face of our income statement that Technical, Product Engineering and Research expenses declined in 2015 significantly
more than Selling, General and Administrative expenses, the impact of currency translation rates on each line item was in fact
comparable. Changes in currency translation rates caused Machine Clothing Selling, General and Administrative expenses to decline
$10.9 million (11% of the amount that would have been reported for 2015, if rates had not changed) and Technical, Product Engineering
and Research Expenses by $2.6 million (8% of the amount that would have been reported for 2015, if rates had not changed). As noted
in our 2015 10-K, 2015 Machine Clothing STG&R expenses were also reduced $2.7 million by restructuring initiatives and $2.7
million for less travel, both of which principally affected Technical, Product Engineering and Research expenses. Additionally,
the individual line items on the income statement were affected by a shift in focus for many Machine Clothing employees that had
been focused on research and product development prior to 2015. Starting in 2015, they were reassigned to identification of customer
solutions and introduction of new products into the marketplace, which had no effect on total STG&R expenses, but resulted
in a transfer of cost between the two lines of the income statement.

See below the revisions to 2015 Form 10-K, pages 22,
23, 24 and 25, that we propose to include in our Annual Report on Form 10-K for the year ended December 31, 2016. We would also
expect to include similar detail in future filings with respect to future periods.

Net Sales – page 22-23

The following table summarizes net sales by business segment:

2015 vs. 2014

 · Changes in currency translation rates had the effect of decreasing
net sales by $39.6 million during 2015, compared to 2014 due to the broad weakening of foreign currencies against the U.S.
dollar. Approximately 80% of that decrease was due to European-based sales, which were principally transacted in euros.
On average, the euro was approximately 17% weaker in 2015.

 · Excluding the effect of changes in currency translation rates:

 o Consolidated Net sales increased 0.6%.

 o Net sales in MC decreased 1.3%.

 o Net sales in AEC increased 13.9%.

 · Excluding the effect of changes in currency translation rates, the
year-over-year decline in MC segment sales was primarily attributable to lower sales in the North American printing and writing
markets.

 · The AEC segment sales increase was due to higher sales related to the
LEAP and GE9X programs.

Gross Profit – Page 23-24

The following table summarizes gross profit by business
segment:

The decrease in gross profit during 2015 was principally
due to the net effect of the following individually significant items:

 · Changes in currency translation rates from 2014 to 2015 had a slightly
positive effect on Machine Clothing gross profit. In 2015, approximately 20% of Machine Clothing (MC) sales had U.S. dollar sales
prices, but were manufactured by non-U.S. subsidiaries, principally in Latin America. The Brazilian real and Mexican peso weakened
in 2015, which reduced Cost of sales related to that revenue. Approximately 45% of MC sales were manufactured and sold in currencies
other than the dollar, real or peso, and since almost all currencies in which we operate weakened against the U.S. dollar in 2015,
the gross profit in these other countries was reduced by changes in currency translation rates. The net impact of these two effects
on gross profit was slightly positive in 2015.

 · The remaining increase in MC gross profit was principally
due to the effect on reflects lower costs for raw materials and freight that resulted from lower
reduced crude oil costs.

 · The decrease in AEC gross profit was principally due to a charge of
$14.0 million for a revision in the contract profitability of its BR 725 program which is a long-term manufacturing contract in
the Boerne, Texas facility.

Selling, Technical, General, and Research (STG&R)
– page 24

Selling, Technical, General and Research (STG&R)
expenses include selling, general, administrative, technical, product engineering and research expenses. The following table
summarizes STG&R by business segment:

The decrease in STG&R expenses in 2015 comparison
of 2014, was principally due to the net effect of the following individually significant items:

 · Changes in currency translation rates reduced MC STG&R costs by
$13.5 million. Approximately 60% of that decrease was related to European-based costs, which were principally incurred in locations
with the euro and the Swedish krona as the functional currency.

 · MC revaluation of nonfunctional currency assets and liabilities resulted
in gains of $5.1 million during 2015 and gains of $3.9 million in 2014.

 · Restructuring activities and reduced travel in MC each resulted in
a $2.7 million decline in STG&R.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

1. Accounting Policies

Inventories, page 53

2. We note you changed the method you utilize to value
your inventory from average cost to the first-in-first-out method. Tell us the facts and circumstances that caused you to change
your inventory valuation method. Further, explain to us why you did not clearly disclose that a change had occurred. With reference
to ASC 250-10-45-2, tell us how you determined this new cost flow assumption was preferable. Lastly, please provide the disclosures
required by FASB ASC 250-10-50 and a preferability letter from your auditor as required by Item 601(b)(18) of Regulation S-K, or
advise us why this disclosure and preferability letter are not required.

Response: We respectfully submit to the Staff that
we have made no change to the inventory valuation methods or cost flow assumptions that we have historically used. The change in
our policy disclosure that you noted was an attempt to refine the description of the method used to value our inventories. We use
a standard cost methodology, and our prior accounting policies footnote referred to average cost, which is an element of the method
we use in evaluating our standard costs of inventory. We regularly evaluate our purchase price and other variances, and adjust
the standard cost valuation of inventories to reflect actual costs, principally on a first-in, first-out basis, and believed that
to be a better overall description of our Company’s inventory accounting policy.

See below the revisions to 2015 Form 10-K, page 53, that
we propose to include in our Annual Report on Form 10-K for the year ended December 31, 2016. We would also expect to include similar
detail in future filings with respect to future periods.

Inventories

Costs included in inventories are raw materials, labor,
supplies and allocable depreciation and overhead. Inventories are valued stated at the lower of cost
(which generally approximates actual cost on a first-in, first-out basis) or market, with cost determined using
the first-in first-out method. The Company writes down the inventory for estimated obsolescence and to lower of cost of
market value based upon assumptions about future demand and market conditions. If actual demand or market conditions are less favorable
than those projected by the Company, additional inventory write-downs may be required. Once established, the original cost of the
inventory less the related write-down represents the new cost basis of such inventories.

7. Income Taxes, page 68

3. We note you recorded a worthless stock deduction in
the fourth quarter of fiscal 2015. Please explain to us the circumstances leading to this deduction. We note from your disclosure
on page 93 this deduction relates to the Company’s investment in a German subsidiary. Further, we have read your disclosure
on page 25 which indicates your decision to discontinue manufacturing operations at the German facility in the second quarter of
fiscal 2015. Explain to us your accounting basis for this deduction and why you did not record the tax benefit of the deduction
in an earlier period, such as when you made the decision to cease operations at the manufacturing facility in the second quarter
of fiscal 2015.

Response: For
a worthless stock deduction, under IRC §165(g)(1), the Company must prove that its stock in its German entity (WFG) became
worthless in 2015. Treasury Regulation Section 1.165-1(b) provides that in order to take a deduction, the loss must be (a) evidenced
by a closed and completed transaction, (b) fixed by identifiable events, and (c) actually sustained during the taxable year. The
Internal Revenue Code, however, does not define “worthlessness.” A single event will not generally satisfy the worthlessness
test in the absence of other factors that indicate that no value remains in the stock. Even if a taxpayer can determine worthlessness,
it must also prove that the recognition of the loss in a particular taxable year is appropriate.

Morton
v. Commissioner, 38 B.T.A. 1270 (1938) aff'd, 112 F. 2d 320 (7th Cir. 1940), described the year in which stock becomes worthless
as the year in which, “there is no reasonable hope and expectation that it will become valuable at some future time…”

Thus,
for a corporation's stock to be considered as worthless, the corporation must not only have no current liquidating value, but also
no hope of future profitability. Although the Company announced the decision to discontinue manufacturing operations at WFG in
the second quarter of 2015, this announcement wa

CORRESP
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Writer’s Direct Dial: +1
(212) 225-2686

         E-Mail: gmcgrory@cgsh.com

December 22, 2016

VIA ELECTRONIC TRANSMISSION

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-7553

Attention: Jennifer Thompson

	                 Robert Babula

Dear Ms. Thompson and Mr. Babula:

On behalf of Albany International Corp.
(“Albany”), this will confirm the correspondence with Albany in which the Staff agreed to extend until January
19, 2017 the time for Albany to respond to the Staff’s comment letter dated December 20, 2016. Albany expects to be able
to file its response on or before January 19, 2017.

If you have any questions, please do not
hesitate to contact me.

        Sincerely,

        /s/ Glenn P. McGrory

        Glenn P. McGrory

 cc: Dr. Joseph G. Morone

John B. Cozzolino

Charles J. Silva, Jr., Esq.

Mail Stop 3561

December 20, 2016

John B. Cozzolino
Chief Financial Officer
Albany International Corp.
216 Airport Drive
Rochester, New Hampshire  03867

Re: Albany International Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 26, 2016
File No.  1-10026

Dear Mr. Cozzolino :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days b y providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments , we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2015

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, page 22

1. Given the magnitude of the foreign currency tran slation losses recorded in your other
comprehensive income (loss) for the years ended December 31, 2015 and 2014, please
provide your investors with more information about these fluctuations in foreign currency
translation rates as follows:

 We note your s tatement that sales declined due to the broad weakening of foreign
currencies against the U.S. dollar.  This is a broad statement that could apply to many
companies.  To make your disclosure more specific to your individual company’s
circumstances, please disclose any individual  foreign currencies that significantly
contributed to the decline in sales and consider discussing in more detail the impact of
your operations in these specific currencies on your results.  We believe this will

John B. Cozzolino
Albany International Corp.
December 20, 2016
Page 2

 provide your investors with greater insight into the factors impacting your
international operations and will allow investors to better anticipate the likelihood
that past results are indicative of future results.  Refer to ASC 830 -20-50-3.

 We note that your analysis of results of operations does not describe the impact of
changes in foreign currency translation rates on gross profit.  Please explain to us in
reasonable detail how you determined no such discussion was needed, including
clarif ying to us if your products are generally manufactured in the same country in
which they are sold.

 We note that the only expenses you describe in your analysis of results of operations
as being significantly impacted by foreign currency translation loss es are the Selling,
Technical, General and Research expenses.  It appears that you are combining two
line items from the face of your income statement within this narrative analysis:
Technical, Product Engineering, and Research expenses and Selling, General, and
Adm inistrative expenses.  It also appears from the face of your income statement that
Technical, Product Engineering, and Research expenses declined in 2015
significantly more than Selling, General, and Administrative expenses.  If certain cost
categories are  impacted more significantly than others by the change in currency
translation rates, please clarify this to your investors.  Further, please disclose any
individual  foreign currencies that significantly contributed to the decline in your
expenses and consid er discussing in more detail the impact of your operations in
these specific currencies on your results.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

1. Accounting Policies

Inventories, page 53

2. We note you changed the method you utilize to v alue your inventory from average cost to
the first -in-first-out method.  Tell us the facts and circumstances that caused you to
change your inventory valuation method.  Further, explain to us why you did not clearly
disclose that a change had occurred.  Wi th reference to ASC 250 -10-45-2, tell us how
you determined this new cost flow assumption was preferable.  Lastly, please provide the
disclosures required by FASB ASC 250 -10-50 and a preferability letter from your auditor
as required by Item 601(b)(18) of Regulation S -K, or advise us why this disclosure and
preferability letter are not required.

7. Income Taxes, page 68

3. We note you recorded a worthless stock deduction in the fourth quarter of fiscal 2015.
Please explain to us the circumstances leading to this deduction.  We note from your
disclosure on page 93 this deduction relates to the Company’s investment in a German

John B. Cozzolino
Albany International Corp.
December 20, 2016
Page 3

 subsidiary.  Further, we have read your disclosure on page 25 which indicates your
decision to discontinue manufacturing operations a t the German facility in the second
quarter of fiscal 2015.  Explain to us your accounting basis for this deduction and why
you did not record the tax benefit of the deduction in an earlier period, such as when you
made the decision to cease operations at the manufacturing facility in the second quarter
of fiscal 2015.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by th e staff.

You may contact Robert Babula, Staff Accountant  at (202) 551 -3339 or me at (202) 551 -
3737 with any questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

Mail Stop 3561

February 17, 2016

John B. Cozzolino
Chief Financial Officer
Albany International Corp.
216 Airport Drive
Rochester, New Hampshire  03867

Re: Albany International Corp.
Form 10 -K for the Fiscal Year Ended December 31, 2014
Filed February 27, 2015
File No. 1-10026

Dear Mr. Cozzolino :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United  States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
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Albany International Corp.

P.O. Box 1907

Albany, NY 12201

(455 Patroon Creek Blvd., Suite 206, Albany,
NY 12206)

Tel. 518 445-2281

Fax: 518 677-1097

E-mail: john.cozzolino@albint.com

John Cozzolino

Chief Financial Officer & Treasurer

February 5, 2016

Ms. Jennifer Thompson

Accounting Branch Chief, Office of Consumer Products

Securities and Exchange Commission

Washington, D.C. 20549

 Re: Albany International Corp.

Form 10-K for the Year Ended December 31, 2014, filed
February 27, 2015

Response dated January 15, 2016

File No. 1-10026

Dear Ms. Thompson:

We are pleased to respond to your letter dated February
2, 2016.

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.

Consolidated Results of Operations Gross Profit, page
24

1. We note your response to comment 1. Refer to your proposed
Machine Clothing disclosure where you state gross profit was impacted by, “a $1.7 million decrease in cost of goods sold
principally due to cost savings from restructuring activities, partially offset by inflation on wages and other manufacturing costs.”
Please quantify for us each of the significant underlying components that net to the $1.7 million decrease in cost of goods sold
you reference. In addition, tell us what comprised “other manufacturing costs.” Lastly, where a material change is
attributed to two or more factors, including any offsetting factors, please consider quantifying, where practicable and material,
the contribution of each identified factor. In this regard, we believe that quantifying offsetting factors that are driving an
overall change provides investors with greater transparency. Refer to Instruction 4 to Item 303(a) of Regulation S-K, Section III.D
of SEC Release No. 33-6835 and Section III.B of SEC Release No. 33-8350.

      1

Response: As noted in our response dated January
15, 2016, we assess performance in the Machine Clothing business based on the extent to which we are able to maintain profitability.
Without good prospects for growth in unit sales or price per unit, an important element of our strategy is to offset the cost of
inflation through cost reduction initiatives, and our prior comment explained that the net effect of those factors was a decrease
in cost of $1.7 million, compared to the prior year. However, we note your suggestion that we consider quantifying, where practicable
and material, the impact of each of these offsetting factors. Please note that our revised disclosures include only individually
significant items. Accordingly, the net effect does not match the $1.7 million that we previously disclosed.

In our response dated January 15, 2016, we mentioned “other
manufacturing costs”. We were referring to manufacturing overhead costs and have used that description in our proposed revision.

See below for the revisions to the explanations included
in our 2014 Form 10-K, pages 24 and 30, that we propose to include in our Annual Report on Form 10-K for the year ended December
31, 2015. We would also expect to include similar detail in future filings with respect to future periods.

Total Company – page 24

The increase in gross profit during
2014 was principally due to the net effect of the following individually significant items:

 · The reduction in MC sales described above resulted in a gross profit
decrease of $8.5 million.

 · A $1.7 million decrease in Cost of goods sold principally due
to cost savings from restructuring activities, partially offset by inflation on wages and other manufacturing costs.

 · A decrease of $7.5 million in MC Cost of goods sold resulting from
restructuring activities.

 · An increase in MC Cost of goods sold from inflation on direct labor
and manufacturing overhead expenses, of approximately $2.6 million and $1.9 million, respectively.

 · A $1.6 million charge to MC Cost of goods sold in 2014 to correct an
error in the value of inventories reported in prior periods.

 · AEC’s Boerne, Texas operation increased gross profit by $5.0
million, principally due to operational improvements that resulted in lower cost of goods sold.

 · A $1.9 million reduction in cost associated with the Company’s
U.S. postretirement plan, principally resulting from plan changes in 2013. These costs are reported as Corporate expenses in the
table above.

      2

MC Gross Profit – Page 30

Gross Profit

The decrease in 2014 gross profit
was principally due to the net effect of the following individually significant items:

 · An $8.5 million decrease related to lower sales, as noted above.

 · A $1.7 million decrease in Cost of goods sold principally due
to cost savings from restructuring activities, partially offset by inflation on wages and other manufacturing costs.

 · A decrease of $7.5 million in Cost of goods sold resulting from
restructuring activities.

 · An increase in Cost of goods sold from inflation on direct
labor and manufacturing overhead expenses, of approximately $2.6 million and $1.9 million, respectively.

 · A $1.6 million charge for the correction of the inventory valuation
error during 2014.

We confirm and acknowledge
to you that:

 · The Company is responsible for the adequacy and accuracy of the disclosure
in the filings;

 · Staff comments or changes to disclosure in response to Staff comments
do not foreclose the Commission from taking any action with respect to the filings; and

 · The Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the Federal Securities Laws of the United States.

Sincerely,

/s/ John B. Cozzolino

John B. Cozzolino

Chief Financial Officer and
Treasurer

      3

Mail Stop 3561

February 2, 2016

John B. Cozzolino
Chief Financial Officer
Albany International Corp.
216 Airport Drive
Rochester, New Hampshire  03867

Re: Albany International Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2014
 Response Dated January 15, 2016
File No.  1-10026

Dear Mr. Cozzolino :

We have reviewed  your January 15, 2016  response to our comment  letter  and have the
following comment .  In our comment , we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comment  applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our December
22, 2015  letter .

Form 10 -K for the Fiscal Year Ended December 31, 2014

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

Consol idated Results of Operations

Gross Profit, page 24

1. We note your response to comment 1.  Refer to your proposed Machine Clothing
disclosure where you state gross profit was impacted by, “a $1.7 million decrease in cost
of goods sold principally due to cos t savings from restructuring activities, partially offset
by inflation on wages and other manufacturing costs.”  Please quantify for us each of the
significant underlying components that net to the $1.7 million decrease in cost of goods

John B. Cozzolino
Albany International Corp.
February 2, 2016
Page 2

 sold you reference.   In addition, tell us what comprised “other manufacturing costs.”
Lastly, where a material change is attributed to two or more factors, including any
offsetting factors, please consider quantifying, where practicable and material, the
contribution of eac h identified factor .   In this regard, we believe that quantifying
offsetting factors that are driving an overall change provides investors with greater
transparency.  Refer to Instruction 4 to Item 303(a) of Regulation S -K, Section III.D of
SEC Release No . 33-6835 and Section III.B of SEC Release No. 33 -8350.

You may conta ct Robert Babula, Staff Accountant  at (202)  551-3339, if you have
questions regarding the comment  on the financial statements and related matters.  Please contact
me at (202) 551 -3737 with any other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
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filename1.htm

Albany International Corp.

P.O. Box 1907

Albany, NY 12201

(455 Patroon
Creek Blvd., Suite 206, Albany, NY 12206)

Tel. 518 445-2281

Fax: 518 677-1097

E-mail: john.cozzolino@albint.com

John Cozzolino

Chief Financial
Officer & Treasurer

January 15, 2016

Ms. Jennifer Thompson

Accounting Branch Chief, Office of Consumer Products

Securities and Exchange Commission

Washington, D.C. 20549

 Re: Albany International Corp.

Form 10-K for the Year Ended December 31, 2014, filed
February 27, 2015

Form 10-Q for quarterly period ended September 30,
2015, filed October 28, 2015

File No. 1-10026

Dear Ms. Thompson:

We are pleased to respond to your letter dated December
22, 2015. For ease of review, we have set forth below the numbered comments from your letter and our responses thereto.

With respect to the response that involves a proposed
revision 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.

Gross Profit, page 24

1. Tell us what consideration you gave to expanding your
gross profit discussion to provide more insight into cost of goods sold either here or within your Segment Results of Operations
beginning on page 30. In this regard, we note cost of goods sold is material to the Company and we assume could potentially vary
across your two segments. Refer to Item 303(a)(3)(i) of Regulation S-K.

Response: The form and content of our gross profit
discussion is influenced by the manner in which we assess the Company’s gross profit performance as compared to prior periods,
which is in turn influenced by our gross profit goals, for each segment and for the Company as a whole.

    1

In our Machine Clothing segment, as we have stated in
this and earlier reports, we consider the market as having flat growth potential, and our objective is to maintain approximately
the same level of profitability, despite factors such as competition and inflation. Within this segment, we therefore assess performance
based on the extent to which we have succeeded in maintaining gross profit (as well as net sales and operating income) compared
to prior periods. Changes in currency translation rates and specific items such as restructuring charges or unusual gains or losses
affect comparability, so we always include analysis of those effects. To the extent that other items cause a significant variance
in gross profit, net sales or operating income, we endeavor to identify and quantify those that had the most significant impact
compared to the prior period. Based on our communications with investors and analysts, we are of the view that they assess Machine
Clothing performance in the same manner.

By way of illustration, Machine Clothing gross profit
declined $6.8 million from 2013 to 2014, and the net effect of the items that we identified on pages 24 and 30 explain a net decrease
of $8.4 million. Our analysis of gross profit changes in support of this discussion did not identify any other individual items
with an impact that exceeded $1 million.

Likewise, in our disclosures for Engineered Composites
segment results, we note that $5.0 million of the $6.0 million gross profit increase was attributed to improved performance in
our Boerne, Texas facility.

While we therefore consider our gross profit discussion
to meet the requirements of Item 303(a)(3)(i) of Regulation S-K, in light of your comment, we have considered the extent to which
the discussion as it relates to the Machine Clothing segment could be improved, and greater clarity provided about which of the
discussed items affected sales, costs of goods sold, or both. We have also proposed modifications to our Engineered Composites
segment results disclosure to provide more detail regarding this improved performance.

See below the revisions to 2014 Form 10-K, pages 24, 30
and 32, that we propose to include in our Annual Report on Form 10-K for the year ended December 31, 2015. We would also expect
to include similar detail in future filings with respect to future periods:

Total Company – page 24

The following table summarizes gross profit by business
segment:

The increase in gross profit during
2014 was principally due to the net effect of the following:

    2

 · An improvement in gross profit margin in the AEC segment from
5.8 percent to 11.9 percent, principally due to improvements in profitability at AEC’s Boerne, Texas operation.

 · The reduction in MC net sales described above resulted in
a gross profit decrease of $8.5 million in the MC segment due to lower sales.

 · MC gross profit margin improvement, principally due to the
effect of restructuring in France and productivity improvement.

 · A $1.7 million decrease in Cost of goods sold principally
due to cost savings from restructuring activities, partially offset by inflation on wages and other manufacturing costs. Increase

 · A $1.6 million charge to Cost of goods sold of
$1.6 million in 2014 to correct an error in the value of Machine Clothing inventories reported in prior periods.

 · AEC’s Boerne, Texas operation increased gross profit by $5.0
million, principally due to operational improvements that resulted in lower cost of goods sold.

 · A $1.9 million reduction in cost associated with the Company’s
U.S. postretirement plan, principally resulting from plan changes in 2013. These costs are reported as Corporate expenses in
the table above.

MC Gross Profit – Page 30

Gross Profit

The decrease in 2014 gross profit
was principally due to the net effect of the following:

 · An $8.5 million decrease due related to lower
sales, as noted above.

 · A $1.7 million decrease in Cost of goods sold principally due to
cost savings from restructuring activities, partially offset by inflation on wages and other manufacturing costs. increase
due to improved gross margin, offset by

 · A $1.6 million charge for the correction of the inventory valuation
error during 2014. The improvement in gross profit percentage in 2014 was principally due to cost savings from restructuring
activities, partially offset by inflation on wages and other manufacturing costs.

AEC Gross Profit, page 32

2014 vs. 2013

    3

 · Higher gross profit margin due to improvements in profitability
at AEC’s Boerne, Texas operation increased gross profit by $5.0 million, principally due to operational improvements
that resulted in lower Cost of goods sold.

Report of Independent Registered Public Accounting
Firm, page 47

2. We note your predecessor independent accountant dual
dated their audit report for the effects of the revisions discussed in Notes 5, 8 and 11 to the consolidated financial statements.
Please explain to us whether this indicates the accountant reached a different conclusion from you about the materiality of these
errors. We note your disclosure in Notes 5, 8, and 11 that these errors were immaterial to your previously filed financial reports.

Response: Each of the error corrections in Notes
5, 8 and 11 to the consolidated financial statements resulted in a revision to amounts that had been previously reported on by
the predecessor independent accountant.  The audit work performed by the predecessor independent accountant in connection
with these revisions required them to dual date their audit report.  The predecessor independent accountant agreed with management
that the errors were immaterial to the previously filed financial statements.

Item 9A. Controls and Procedures, page 97

3. Please tell us what impact the errors disclosed in
Notes 5, 8 and 11 had on your conclusions regarding the effectiveness of your disclosure controls and procedures and internal control
over financial reporting. In your response, please address both how you reassessed your previously disclosed conclusions for prior
periods and how you were able to conclude that any control deficiencies had been remediated to reach a conclusion that disclosure
controls and procedures and internal control over financial reporting were effective as of December 31, 2014.

Response: We assessed the effectiveness of our
disclosure controls and internal controls over financial reporting (ICOFR) at both Q4 2014 when the control deficiencies were discovered
and we reconsidered our ICOFR assessment as of December 31, 2014, and as of the end of the relevant prior periods for which we
disclosed conclusions regarding the effectiveness of our controls.

We assessed the severity of the control deficiency taking
into account the following six step process which takes into account the guidance provided in the SEC’s 2007 Interpretive
Release, Commission Guidance Regarding Management’s Report on Internal Control Over Financial Reporting Under Section 13(a)
or 15(d) of the Securities Exchange Act of 1934:

 1. Determining whether a deficiency exists

 2. Identify the control that is deficient

 3. Determine whether the control deficiency is indicative of other deficiencies

 4. Evaluate the severity of the deficiency by considering magnitude and
likelihood of the potential misstatement

 5. Identify relevant compensating controls and conclude on the severity

 6. Aggregate similar deficiencies and evaluate the aggregated deficiencies
for severity

    4

In addition, prior to filing the 2014 Form 10-K, our process
included a review and discussion of the salient aspects and management considerations of the these matters with both our predecessor
and successor audit firms, as well as with the Audit Committee of our Board of Directors.

Set forth below are a summary of the considerations for
each of the revisions, and our conclusions regarding the effectiveness of our disclosure controls and procedures and internal control
over financial reporting.

Pension Footnote Error (Note 5)

ASC 820-10 requires that we categorize financial instruments,
including pension plan investments disclosed in our pension footnote, in accordance with the fair-value hierarchy specified in
the accounting standards. As part of our preparation of the footnote for the year ended December 31, 2014, it was determined that,
in previous years, we had misclassified the fair-value level of certain investments. This footnote presentation error related to
the misclassification of certain Level 2 pension investments as Level 1 assets, as well as the reporting of certain pooled investment
fund assets as debt securities rather than equity funds. The type and level of these investments had been determined some time
ago, in consultation with various investment managers and our actuarial consultant, and had not been reviewed since that time.
Our control is designed to evaluate the hierarchy classifications when we initially enter into an investment, and an annual reassessment
is not required unless there is a change in the investment composition. As such we had a deficiency in the design of our control.

When we assessed the magnitude of a possible error as
a result of the control deficiency, we considered whether the deficiency could have ever permitted an error that would be considered
material to users of the financial statements. As part of this consideration, we noted that the error was one that does not, and
never would, impact earnings, financial position or cash flows, nor have any effect on compliance with loan or other agreements,
or other compliance requirements. In our communications with investors, we do not recall having received any questions or comments
relating to our disclosures related to pension assets. Nor would an error of this nature, regardless of amount, have any impact
on management compensation.

We concluded that it was unlikely, therefore, that a footnote
presentation error of this type, regardless of the amount of assets incorrectly described or classified, or the amount of reclassification
needed to correct it, would ever be considered material by users of the financial statements. We further reasoned that this categorization
exercise is a discrete one within our financial reporting process, and is not related to any other controls nor indicative that
similar deficiencies are likely to exist.

Accordingly, we concluded that the deficiency, while significant,
did not constitute a material weakness and did not affect our conclusions about the effectiveness of controls in previous periods.
Our remediation procedures included a thorough review of new and previously existing investments to ensure proper classification.
We considered the control remediated as of December 31, 2014.

Deferred Tax Assets and Liabilities (Note 8)

    5

During the preparation of our 2014 income tax footnote,
we identified an error in our historical balance sheet presentation of deferred taxes and liabilities, due to the failure to apply
jurisdictional netting as required by ASC 740-10-45-6. While the gross values of deferred tax assets and liabilities were calculated
correctly, the final step of netting the deferred tax assets and liabilities by jurisdiction was missed.

To assist in the preparation of financial statements and
footnotes, we use a financial statement disclosure checklist which included an item for ASC 740-10-45-6. Our control documentation
requires that the financial disclosure checklist items be reviewed by both a preparer and reviewer with requisite knowledge. In
this case, the previous preparer of the tax section of the checklist did not ensure that the netting requirement included in the
tax section of the checklist had been correctly applied. Additionally, the tax section of the checklist was not reviewed by a second
person.

As a result, the operating effectiveness of this control
failed, and we determined that this was a significant control deficiency, but not a material weakness based on the following analysis.

Since the issue affected only the balance sheet and the
only impact of the correction was to net down assets and liabilities by an equal amount, with no impact to shareholders’
equity, we concluded that an appropriate metric for assessing impact was to consider the magnitude of the error as a percentage
of total assets. Applying this reasoning, we determined that the magnitude of the error was less than 5% in each year from 2010
– 2013. We also considered whether the deficiency could ever have resulted in an error of material amount. Since deferred
taxes are a function of timing differences on other assets and liabilities to which a tax rate is applied, it is highly unlikely
that the overstatement of assets and liabilities could have ever reached a significant percentage of total assets. In reviewing
the overstatements, we further noted that the amounts were relatively constant over the last five years, and that there were no
major tax strategies or initiatives during that period which would have caused a significant change in the composition of deferred
taxes.

We do not have, nor did we during this period have, any
bank covenants or compliance requirements based on current/non-current balance sheet classification, or working capital ratios
or levels. In our communications with investors, the balance sheet data that they closely monitor is net debt, capital expenditures,
and trends in accounts receivable or inventories. None of these were impacted by, nor could they be impacted by, this deficiency.

Moreover, we noted that the materiality of any financial
reporting error that involves an overstatement of any asset that is completely offset, in each asset line item in which it is reflected,
by an equally overstated liability should be substantially discounted. The manner in which the error arose – relating as
it did to a failure to net an asset by a corresponding liability – ensures that this will always be the case, and further
ensures

CORRESP
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                                                                                         Writer’s Direct Dial: +1
(212) 225-2686

                                                                                            E-Mail: gmcgrory@cgsh.com

December 24, 2015

VIA ELECTRONIC TRANSMISSION

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-7553

Attention:  Jennifer Thompson

Robert Babula

Dear Ms. Thompson and Mr. Babula:

On behalf of Albany International Corp.
(“Albany”), this will confirm the correspondence with Albany in which the Staff agreed to extend until January
21, 2016 the time for Albany to respond to the Staff’s comment letter dated December 22, 2015. Albany expects to be able
to file its response on or about January 18, 2016.

If you have any questions, please do not
hesitate to contact me.

        Sincerely,

        /s/ Glenn P. McGrory

        Glenn P. McGrory

 cc: Dr. Joseph G. Morone

John B. Cozzolino

Charles J. Silva, Jr., Esq.

CLEARY
GOTTLIEB STEEN & HAMILTON LLP OR AN AFFILIATED ENTITY HAS AN OFFICE IN EACH OF THE CITIES LISTED ABOVE

Mail Stop 3561

December 22, 2015

John B. Cozzolino
Chief Financial Officer
Albany International Corp.
216 Airport Drive
Rochester, New Hampshire  03867

Re: Albany International Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2014
Filed February 27 , 2015
Form 10 -Q for the Quarterly Period Ended September 30, 2015
Filed October 28, 2015
File No.  1-10026

Dear M r. Cozzolino :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respon d.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.

Form 10 -K for the Fiscal Year Ended Decemb er 31, 2014

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

Consolidated Results of Operations

Gross Profit, page 24

1. Tell us what consideration you gave to expanding your gross profit discussion to provide
more insight into cost of goods sold either here or within your Segment Results of
Operations beginning on page 30 .  In this regard, we note cost of goods sold  is mate rial to
the Company and we assume could potentially vary across your two segments.  Refer to
Item 303(a)(3)(i) of Regulation S -K.

John B. Cozzolino
Albany International Corp.
December 22, 2015
Page 2

 Report of Independent Registered Public Accounting Firm, page 47

2. We note your predecessor independent accountant dual date d their audit report  for the
effects of the revisions discussed in Notes 5, 8 and 11 to the con solidated financial
statements.  Please explain to us whether this indicates the accountant reached a different
conclusion from you about the materiality of thes e errors.  We note your disclosure in
Notes 5, 8, and 11 that these errors were immaterial to your previously filed financial
reports.

Item 9A. Controls and Procedures, page 97

3. Please tell us what impact the  errors  disclosed in Notes 5, 8 and 11  had on your
conclusions regarding the effectiveness of your disclosure controls and procedures and
internal control over financial reporting .  In your response, please address both how you
reassessed your previously disclosed conclusions for prior periods and how  you were able
to conclude that any control deficiencies had been remediated to reach a conclusion that
disclosure controls and procedures and internal control over financial reporting were
effective as of December 31, 2014.

Form 10 -Q for the Quarterly Pe riod Ended September 30, 2015

Notes to the Consolidated Financial Statements

3. Reportable Segments, page 8

4. We note the $14 million charge you recorded associated with a revision in the
profitability  of a contract in the AEC segment .  Please address for  us the following:

 Please tell us how you are  accounting for this contract.  Reference for us the
authoritative literature you relied upon to support your accounting , including
classification  of the capitalized costs and classification of the charge .

 Explain to us the specific facts and circumstances which led to this charge.  In this
regard, tell us the events and circumstances that transpired which necessitated
recording the charge in the second quarter of fiscal 2015 as opposed to an earlier
financi al statement period .  Lastly, t ell us whether there is any risk of material
additional charges  associated with this contract .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

John B. Cozzolino
Albany International Corp.
December 22, 2015
Page 3

 In responding to our comment s, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may conta ct Robert Babula, Staff Accountant  at (202) -551-3339, if you have
questions regarding the comment s on the financial statements and related matters.  Please contact
me at (202) 551 -3737 with any other questions.

Sincerely,

 /s/ James Allegretto for

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

January 29, 2014

Via E -mail
John B. Cozzolino
Chief Financial Officer
Albany International, Corp.
216 Airport Drive
Rochester, NH 03867

Re: Albany International, Corp.
Form 10 -K for  the Fiscal Year Ended December 31, 2012
Filed March 1, 2013
Definitive Proxy Statement on Schedule 14A
Filed April 2, 2013
File No.  001-10026

Dear Mr. Cozzolino :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any pers on under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 an d all applicable rules require.

Sincerely,

 /s/ Lilyanna L. Peyser for

Mara L. Ransom
Assistant Director

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        A

Albany International Corp.

216 Airport Drive

Rochester, NH 03867 USA

Tel. 518 445-2281

Fax: 518 677-1097

E-mail: john.cozzolino@albint.com

John Cozzolino

Chief Financial Officer & Treasurer

January 10, 2014

Ms. Mara L. Ransom

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

 Re: Albany International Corp.

Form 10-K for the Fiscal Year Ended December 31, 2012

Filed March 1, 2013

Definitive Proxy Statement on Schedule 14A

Filed April 2, 2013

SEC File No. 001-10026

Dear Ms. Ransom:

We are pleased to respond to your letter dated December 30, 2013
relating to the Company’s above filings. 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 proposed revisions would have appeared in our Definitive Proxy Statement filed April 2, 2013 (“2013
Proxy Statement”). These proposed revisions will appear in any future filings in which the same (or similar) disclosure is
repeated.

 1. Comment: We note that Mr. Cozzolino’s total direct compensation target increased
24.1% between 2011 and 2012, and the amount of such target paid as salary increased 17.7% between the same time. Similarly, we
note that Mr. Halftermeyer’s total direct compensation target increased 10% during this time. Please revise to disclose the
reasons for these increases in Mr. Cozzolino’s and Mr. Halftermeyer’s compensation.

Response: The noted increases to Mr. Cozzolino’s
total direct compensation target and his base salary related directly to his promotion, in February 2011, to the position of Chief
Financial Officer. At that time, he was awarded a raise in salary and an increase in his total

direct compensation target. However, even though he
had been performing as Acting Chief Financial Officer since September 2010, the Compensation Committee discounted the relevance
of benchmarking data and determined to limit the size of those increases, due to his limited experience and the absence of a record
of performance in his new role over a sustained period. For this reason, Mr. Cozzolino’s initial base salary as Chief Financial
Officer was only about 77% of his predecessor’s base salary, and his total direct compensation target was only approximately
83% of that of his predecessor (equivalent to approximately the 25th percentile of the benchmark group). His predecessor’s
base salary and total direct compensation targets had each been established with reliance on benchmarking data (see below).

When the Compensation Committee met in early 2012
to establish compensation for 2012, it concluded that Mr. Cozzolino’s performance, as judged over a greater body of work,
justified giving greater consideration to the benchmarking data. At that time, the Committee resolved to establish Mr. Cozzolino’s
base salary at approximately the 50th percentile of the peer benchmarking group, as identified by its compensation consultant.
It further resolved to establish his total direct compensation target at slightly greater than the 50th percentile,
resulting in the increases noted.

Similarly, the noted increase in Mr. Halftermeyer’s
total direct compensation target was primarily due to a change in his position which resulted in an expansion of duties and responsibilities.
Prior to August 2011, Mr. Halftermeyer served as President – Paper Machine Clothing. In August of 2011, he assumed additional
responsibility for the Engineered Fabrics business unit, which until that time had been the responsibility of another Company officer
who subsequently left the Company. By the end of 2011, the two businesses had been combined into a single business unit: Machine
Clothing. In February 2012, the Company changed Mr. Halftermeyer’s title to “President – Machine Clothing,”
acknowledging his new responsibility for the new, larger business unit. At the same time the Compensation Committee resolved to
increase his total direct compensation target 10% to reflect the new responsibilities. The Committee, however, only increased his
base salary 6%, so that the majority of the increased total direct compensation target would be allocated to incentive compensation,
and would therefore be at risk and dependent upon performance.

We propose to include additional disclosure in future
filings, as applicable, regarding the rationale for decisions of the type described above under the table appearing immediately
under the heading “20XX NEO Compensation Opportunities”, which appeared on page 17 in the 2013 Proxy Statement.
We have set forth below an illustration of the additional disclosure as it would have appeared in that filing:

“The significant increase in Mr. Cozzolino’s
total direct compensation target related primarily to his promotion to the position of Chief Financial Officer. Although he was
promoted in February 2011, and was awarded an increase in his salary and total direct compensation target at that time, the Committee
decided to limit these initial increases to amounts less than the relevant benchmarking data might have suggested, until Mr. Cozzolino’s
performance in his new role was established. When the Committee met in early 2012 to establish compensation targets for 2012, it
concluded that Mr. Cozzolino’s performance during 2011 justified giving greater consideration to the benchmarking data, and

determined that it would be appropriate to set his
base salary and total direct compensation target at or near the 50th percentile of the peer group, resulting in the
increases disclosed above.

The increase in Mr. Halftermeyer’s total direct
compensation target was primarily due to his assuming additional responsibility for the Engineered Fabrics business unit during
the second half of 2011. By the end of 2011, the paper machine clothing and engineered fabrics businesses had been combined into
a single business unit: Machine Clothing. In February 2012, the Company changed Mr. Halftermeyer’s title to ‘President
– Machine Clothing,’ acknowledging his new responsibility for the new, larger business unit. At the same time, the
Committee increased his total direct compensation target and base salary, as reflected in the table above, in similar acknowledgment
of his new duties.”

 2. Comment: You indicate that you use benchmarking data in setting various components of
compensation, but it is unclear how you use such benchmarking data. Please advise. Please also identify the benchmark used in setting
compensation.

Response: For many years, the Compensation Committee
would benchmark executive compensation against a peer group of companies identified by its executive compensation consultant, as
well as against a broader sample of compensation data culled from publicly available compensation surveys. For the last few years,
though, the Committee has benchmarked executive compensation solely against the peer group of companies identified by its executive
compensation consultant, Pearl Meyer and Partners (“PMP”). For 2012, that peer group of companies consisted of the
21 publicly-traded companies identified on page 18 of the Definitive Proxy Statement filed April 2, 2013. The companies in this
comparator group are deemed by PMP to be similar to the Company with respect to the industries in which they are engaged as well
as the industries they serve. They are also comparable in size, measured by, among other things, market capitalization, revenues
and employees. The Company considers these companies as among those for which it competes for executive talent.

The Compensation Committee uses information
about the compensation paid by these comparator companies to determine whether it pays its own executives competitively, both in
terms of direct compensation as well as the mix of compensation among specific compensation elements. The Committee first reviews
the total direct compensation target and base salary paid to similarly-situated executives at these comparator companies. It determines
the mean and median compensation paid within the comparator group, and compares those against the amounts awarded to its own executives.
The Committee then reviews the mix of the compensation paid to executives at the comparator companies, focusing on long-term and
short-term compensation, fixed and variable components, and the ratio of earned compensation paid as equity or cash. It then uses
this information to help determine whether the mix paid to its own executives should be adjusted. Ultimately, based on this portion
of benchmarking data, the Company determines how much of an executive’s total direct compensation target should be allocated
to base salary or incentive compensation, and how much should be paid, if earned, in cash or equity, and whether it be long-term
or short-term incentive pay. For instance, the Committee could conclude that an individual executive’s total direct compensation
target should be established consistent with the 50th

percentile of the peer group data. From that determination,
the allocation of the target total direct compensation to fixed or variable compensation, long-term or short-term, and cash or
equity payouts falls into place according to the process described in greater detail in the Proxy Statement.

We propose to revise our future filings by revising
the disclosure appearing immediately under the heading “Structuring the 20XX Compensation Program — Pay for Performance,”
which appeared on page 16 of the 2013 Proxy Statement. We have set forth below an illustration of the additional disclosure as
it would have appeared in that filing (added language is italicized):

“Structuring the 2012 compensation program for
our NEOs began with the establishment of a total direct compensation target for each executive. This was done with reference to
benchmarking data and after consideration of the executive’s past performance and his or her individual importance to the
Company. The Committee considered the total direct compensation target and base salary paid to similarly-situated executives
at companies included in its benchmarking group (see page 18). It also noted the mean and median compensation paid to executives
in the benchmarking group, and compared those against the amounts awarded to its own executives in prior years. After considering
all of the foregoing factors, the Committee determined to maintain the total direct compensation target for Dr. Morone at or near
the 75th percentile of the peer group data, and to maintain the targets for the other NEOs at or between the 50th and
75th percentile of the peer group data. The total direct compensation targets established are not guaranteed, but
paid only if earned by an NEO based on performance.

“Once total direct compensation targets were established,
the Committee considered the components of the compensation program that would be utilized to pay the compensation, if earned,
as well as the share of total direct compensation to be allocated to each component. In making this determination, the
Committee reviewed the mix of the compensation paid to executives in the benchmarking group, focusing on long-term and short-term
compensation, fixed and variable components, and the ratio of earned compensation paid as equity or cash.

“After such consideration, and taking into account
the benchmarking data noted above, the Committee decided that the total direct compensation target opportunities for NEOs would
be paid as base salary, and through short-term and long-term incentive compensation awards, with the latter two components being
performance-based and at risk. To determine the share of the total direct compensation target that would be allocated to each component,
the Committee determined the appropriate base salary to be paid to each executive. The Committee also determined that 35% of the
total direct compensation target would be granted in the form of a long-term performance incentive award (the ‘Performance
Award’). The remainder of the total direct compensation target would make up the target award opportunity in a short-term
performance incentive award (the ‘APP Performance Award’). Payment of the target awards allocated between the short-
and long-term incentives would be paid only if earned.

“After the total direct compensation target was
allocated between components, the Committee then established the performance measurement metrics and goals for each NEO against
which performance would be judged to determine how much of the incentive compensation, if any, was earned by an NEO. For 2012 the
Committee adopted performance measurements and goals for both the short-term and long-term performance incentive awards that consisted
primarily of financial metrics.

“Finally, the Committee determined the form in
which each component should be paid, if earned. Base salary was established as cash compensation, but both the short- and long-term
performance incentive awards would be paid in a combination of cash and equity.”

* * *

We confirm and acknowledge to you that:

 · The Company is responsible for the adequacy and accuracy of the disclosure in our filings;

 · Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission
from taking any action with respect to any filing; and

 · The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

Sincerely,

John B. Cozzolino

Chief Financial Officer and Treasurer

December 30, 2013

Via E -mail
John B. Cozzolino
Chief Financial Officer
Albany International, Corp.
216 Airport Drive
Rochester, NH 03867

Re: Albany International Corp.
 Form 10 -K for the Fiscal Year Ended December 3 1, 2012
Filed March 1, 2013
Definitive Proxy Statement on Schedule 14A
Filed April 2, 2013
File No. 001-10026

Dear Mr. Cozzolino :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the req uested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide i n
response to these  comments, we may have  additional comments.

Definitive Proxy Statement on Schedule 14A filed April 2, 2013

Compensation Discussion & Analysis, page 13

1. We note that Mr. Cozzolino’s total direct compensation target increase d 24.1% between
2011 and 2012, and the amount of such target to be paid as salary increased 17.7%
between the same time. Similarly, we note that Mr. Halftermeyer’s total direct
compensation target increased 10% during this time. Please revise to disclose t he reasons
for these increases in Mr. Cozzolino’s and Mr. Halftermeyer’s compensation.

2. You indicate that you use benchmarking data in setting various components of
compensation, but it is unclear how you use such benchmarking data.  Please advise.
Please also identify the ben chmark used in setting compensation.

John B. Cozzolino
Albany International Corp.
December 30, 2013
Page  2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchang e Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please pr ovide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission  from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Jennifer Lóp ez, Staff Attor ney, at (202) 551 -3792, Lilyana Peyser, Speci al
Counsel, at (202) 551 -3222, or me at  (202) 551 -3720  with any questions.

Sincerely,

 /s/ M ara L. Ransom

Mara L. Ransom
Assistant Director

March 1 , 2013

Via E -mail
John B. Cozzolino
Chief Financial Officer
Albany International Corp.
216 Airport Dr.
Rochester, NH 03867

Re: Albany International Corp.
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 28, 2012
File No. 1 -10026

Dear Mr. Cozzolino :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all per sons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

CORRESP
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    Unassociated Document

Albany International Corp.

216 Airport Drive

Rochester, NH  03867 USA

Tel:  518 445 2281

john.cozzolino@albint.com

www.albint.com

John B. Cozzolino

Chief Financial Officer & Treasurer

March 1, 2013

Ms. Jennifer Thompson

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street NE

Washington, D.C.   20549

Re:

Albany International Corp. – Form 10-K for the Year Ended December 31, 2011, filed February 28, 2012 - SEC File No. 001-10026

Dear Ms. Thompson:

We are pleased to respond to your letter dated February 12, 2013 relating to the Company’s Form 10-K for the year ended December 31, 2011, which we refer to herein as the “Form 10-K”.  As noted in our letters dated February 20, 2013 and February 25, 2013, where we only responded to the first comment in your February 12, 2013 letter, please accept our response to your second comment that we noted would be submitted under a separate cover.

Financial Statements for the Year Ended December 31, 2011

Notes to Consolidated Financial Statement, page 52

7. Income Taxes, page 70

1.

We have reviewed your response to comment 5 in our letter dated December 4, 2012.  We note that you plan to revise your effective tax reconciliation and MD&A disclosures to identify and discuss the countries where earnings are subject to tax at rates that are significantly different from the U.S. federal statutory rate.  Please show us how these revised disclosures would have read for the historical periods presented.  Please ensure that your results of operations discussion in the MD&A adequately explains any disproportionate relationships among pre-tax foreign and domestic earnings and foreign and domestic tax rates.

Response:  In addition to the reconciliation of the effective tax rate table already included in Note 7 of the Notes to Consolidated Financial Statements, in our recently-filed 10-K we have included the following additional disclosure in Note 7 to provide the reader with more clarity surrounding the foreign tax rate differential:

The Company has operations which constitute a taxable presence in 16 countries outside of the United States.  All of these countries except one had income tax rates that were lower than the United States federal tax rate during the periods reported.  The jurisdictional location of earnings is a significant component of our effective tax rate each year.  The rate impact of this component is influenced by the specific location of non-U.S. earnings and the level of our total earnings.  From period to period, the jurisdictional mix of earnings can vary as a result of operating fluctuations in the normal course of business, as well as the extent and location of other income and expense items, such as pension settlement and restructuring charges.   The foreign income tax rate differential that is included above in the reconciliation of the effective tax rate includes the difference between tax expense calculated at the U.S. federal statutory tax rate of 35% and the expense accrued based on lower statutory tax rates that apply in the jurisdictions where the income or loss is earned.

During the periods reported, income outside of the U.S. was heavily concentrated within Switzerland (8% tax rate) and Brazil (25% tax rate) and as a result, the foreign income tax rate differential was primarily attributable to these tax rate differences.  Also, in 2012, the income tax rate differential was significantly reduced by the pension settlement  and restructuring charges outside of the U.S. that resulted in a lower tax rate benefit, as compared to the benefit calculated using the higher U.S. tax rate.

In order to help investors better understand how differences in pre-tax income and tax rates among various jurisdictions can affect our net income, we expanded the “Income Tax” portion of the results of operations discussion in our MD&A to read as follows (additional text is underlined):

The Company has operations which constitute a taxable presence in 16 countries outside of the United States.  All of these countries except one had income tax rates that were lower than the United States federal tax rate of 35% during the periods reported.  The jurisdictional location of earnings is a significant component of our effective tax rate each year, and therefore on our overall income tax expense.

The Company’s effective tax rate for fiscal years 2012, 2011 and 2010 was 40.3%, 60.5% and 43.5%, respectively.  The tax rate is affected by recurring items, such as the income tax rate in the U.S. and in non-U.S. jurisdictions and the mix of income earned in those jurisdictions. The tax rate is also affected by U.S. tax costs on foreign earnings that have been or will be repatriated to the U.S., and by discrete items that may occur in any given year but are not consistent from year to year.

Significant items that impacted the 2012 tax rate included the following (percentages reflect the effect of each item as a percentage of Income before income taxes):

•

A $39.5 million (57.7%) discrete income tax benefit related to pension settlements in the U.S., Canada and Sweden.

•

A discrete tax benefit of $7.1 million (10.3%) related to the settlement of a tax audit in Canada.

•

A $0.8 million (1.1%) net tax benefit related to other discrete items.

•

A net tax rate reduction of 1.7% was recognized in 2012 from rate differences between non-U.S. and U.S. jurisdictions.  The tax rate benefit from earnings in Switzerland and Brazil that are taxed at lower rates was offset by pension settlement and restructuring charges recognized outside the U.S. that resulted in a lower tax benefit, as compared to the benefit calculated using the U.S. notional tax rate of 35%.

•

The income tax rate on continuing operations, excluding discrete items, was 39%.

Significant items that impacted the 2011 tax rate included the following:

•

$22.8 million (42.1%) of expense for valuation allowances, principally in Germany, that resulted from the Company’s sale of Albany Door Systems.

•

A favorable tax adjustment of $3.5 million (6.4%) to correct errors from periods prior to 2006.  (The Company does not believe that the corrected item was material to 2011 or any of the previously reported quarterly or annual financial statements.  As a result, the Company has not restated its previously issued financial statements.)

•

A $3.3 million (6.2%) reduction in expense resulting from a change in the applicable tax regime in Mexico.

•

A $1.2 million (2.2%) net tax benefit related to the settlement of certain audits and other discrete tax matters.

•

A net tax rate reduction of 14.3% was recognized from rate differences between non-U.S. and U.S. jurisdictions. Earnings in Switzerland and Brazil, where tax rates are lower than the U.S. notional rate of 35%, contributed to the majority of the reduction noted.  U.S. tax costs on foreign earnings and foreign withholdings offset the tax rate benefits gained from operating in low tax jurisdictions by 12.8%.

 •

The income tax rate on continuing operations, excluding discrete items, was 33%.

Significant items that impacted the 2010 tax rate included the following:

•

$9.4 million (19.4%) of expense due to the redemption of our company-owned life insurance policies.

•

$2.3 million (4.7%) of discrete tax benefit due to the repatriation of prior year’s earnings from our subsidiary in Mexico.

•

$0.5 million tax benefit resulting from other discrete income tax adjustments.

•

A net tax rate reduction of 28.2% was recognized from rate differences between non-U.S. and U.S. jurisdictions.  Earnings in Switzerland and Brazil, where tax rates are lower than the U.S. notional rate of 35%, contributed to the majority of the reduction noted.   U.S. tax costs on foreign earnings and foreign withholdings offset the tax rate benefits gained from operating in low tax jurisdictions by 7.7%.

•

The income tax rate on continuing operations, excluding discrete items, was 30%.

*        *        *

We confirm and acknowledge to you that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the Federal Securities Laws of the United States.

Sincerely,

/s/ John B. Cozzolino

John B. Cozzolino

Chief Financial Officer & Treasurer

CORRESP
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    Unassociated Document

Albany International Corp.

216 Airport Drive

Rochester, NH  03867 USA

Tel:  518 445 2281

john.cozzolino@albint.com

www.albint.com

John B. Cozzolino

Chief Financial Officer & Treasurer

February 25, 2013

Ms. Jennifer Thompson

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street NE

Washington, D.C.   20549

Re:

Albany International Corp. – Form 10-K for the Year Ended December 31, 2011, filed February 28, 2012 - SEC File No. 001-10026

Dear Ms. Thompson:

We are pleased to provide an additional response to your letter dated February 12, 2013 relating to the Company’s Form 10-K for the year ended December 31, 2011, which we refer to herein as the “Form 10-K”.  As previously discussed with Mr. Blume, in the interest of expediting the Staff’s review of our response to the first comment in your February 12, 2013 letter, we are providing an additional response today only to that comment.  For ease of review, we have set forth below the first numbered comment from your letter and our response thereto.

Form 10-K for Fiscal Year Ended December 31, 2011

Selected Financial Data, page 23

1.

We have reviewed your response to comment 1 in our letter dated December 4, 2012. Please provide your analysis of the quantitative and qualitative impact of this error correction on your income tax expense. In this regard, we note that this error correction reduced your income tax expense by approximately 33% from the amount that otherwise would have been reported, and it is unclear to us how you determined this was not a material change. Additionally, please explain how investors view your income tax expense in the broader context of your GAAP results.

Response:  The $3.5 million error correction recorded in 2011 resulted in a 9% reduction in income tax expense from continuing operations, and an increase of 11% in net income and earnings per share.

In considering the materiality of the error correction on the financial statements, our first step was a quantitative analysis of the impact. We believe that income before income taxes is the most appropriate financial statement line item for us to use to measure materiality.  It is the starting point that is, and has been, used by management, as well as by our independent auditors, when reporting to the Audit Committee of our Board of Directors on any issue related to the correction of an error, and it was this measure that we employed when assessing, on a quantitative basis, the materiality of the correction to our 2011 financial statements.  The materiality threshold that we use is 5% of income before income taxes. This 5% threshold was also communicated to the Audit Committee of our Board of Directors by our independent auditors.

We believe this metric to be a more reliable and helpful guide when assessing the materiality of errors and corrections on our consolidated financial statements than net income or earnings per share, which are by their nature subject to fluctuations caused by discrete tax adjustments.  The nature and timing of discrete tax effects can be difficult to predict, and their impact on net income can render net income a less meaningful metric for assessing the economic and financial trends related to the Company’s overall business, economic and financial performance.   Further, while we understand that investors do indeed utilize net income and earnings per share to analyze our performance, we also believe – based on investor comments and questions - that they view income before income taxes as a more significant metric, due (at least in part) to the fluctuations in income tax expense caused by discrete tax adjustments.  To the extent that our analysts and investors focus on the Company’s income tax expense, it is our impression, based on their questions and comments, that they are primarily interested in trying to determine the Company’s effective tax rate, excluding the effect of discrete tax adjustments.

As noted above, our starting point for the quantitative assessment of materiality is 5% of income before income taxes. The $3.5 million error correction was 5.6% of reported 2011 income before income taxes from continuing operations. In addition, we announced in the fourth quarter of 2011, the planned sale of our Door Systems segment, and when we include the pre-tax income from that discontinued segment, the error correction was 4.4% of total income before income taxes.

We also considered the impact on the balance sheet, and compared the amount of the error to Noncurrent deferred taxes and taxes receivable, and Shareholders’ equity. During the 2007 to 2011 period in which deferred tax assets were understated, shareholders’ equity ranged from $423 million to $597 million, so the effect of the error on shareholders’ equity would be less than 1%. Noncurrent deferred taxes and taxes receivable exceeded $100 million throughout this period, and so the effect of the error is less than 5%.

The foregoing quantitative analysis, in our view, suggested that the impact of the correction was neither presumptively material nor presumptively immaterial, and that our final determination would require a detailed assessment of qualitative factors as well. We understand and agree that a 5% threshold, or any other percentage, applied to income before taxes, or to any other line item on the financial statements, cannot be used as the sole means to determine materiality, so we also placed significant importance on a qualitative assessment (as discussed in greater detail in our previous responses) of the following factors:

·

The misstatement did not change our earnings trend.

·

The misstatement did not hide a failure to meet analysts’ earnings estimates.  As noted in our earlier responses, based on questions from, and comments by analysts, as well as on their published research reports, they tend to focus on Adjusted EBITDA or earnings per share excluding discrete tax adjustments.

·

The misstatement did not change an income year into a loss year.

·

The misstatement did not impact a segment that has a significant role in the registrant’s profitability.

·

The misstatement did not affect the registrant’s compliance with loan covenants or other contractual matters, as financial covenants in our loan agreements are all based on Adjusted EBITDA, which was not affected by the correction.

·

The misstatement had no effect on management’s compensation, which is based on Adjusted EBITDA and other cash flow effects, none of which were affected by the correction.

·

The misstatement did not conceal an unlawful transaction.

Moreover, as noted in our earlier responses, the GAAP consolidated financial statements themselves, in Note 7 make clear both the magnitude and the nature of the $3.5 million correction, to such an extent that it would be difficult, for an investor not to appreciate (and disallow, to the extent he or she deemed it appropriate to an understanding of the Company’s income tax expense for such period) the full impact of such correction on 2011 income tax expense.  In addition to the disclosure in the financial statements, the correction is again prominently disclosed in the MD&A in the discussion of income tax expense on page 30, so that investors are again able fully to appreciate both the magnitude and the discrete, out-of-period nature of the correction when assessing the significance on the Company’s reported income tax expense on a GAAP basis.

In summary, based on both the quantitative and qualitative factors, we concluded the error correction was immaterial to our 2011 reported financial results, and that it was not probable that the judgment of a reasonable person relying upon our financial results would be changed or influenced by the error correction.  The correction was therefore recorded in the 2011 income statement, with transparent disclosure in several areas of the Form 10-K.

*        *        *

We confirm and acknowledge to you that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the Federal Securities Laws of the United States.

Sincerely,

/s/ John B. Cozzolino

John B. Cozzolino

Chief Financial Officer & Treasurer

CORRESP
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    Unassociated Document

 Albany International Corp.

216 Airport Drive

Rochester, NH  03867 USA

Tel:  518 445 2281

john.cozzolino@albint.com

www.albint.com

John B. Cozzolino

Chief Financial Officer & Treasurer

February 20, 2013

Ms. Jennifer Thompson

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street NE

Washington, D.C.   20549

Re:

Albany International Corp. – Form 10-K for the Year Ended December 31, 2011, filed February 28, 2012 - SEC File No. 001-10026

Dear Ms. Thompson:

We are pleased to respond to your letter dated February 12, 2013 relating to the Company’s Form 10-K for the year ended December 31, 2011, which we refer to herein as the “Form 10-K”.  As we discussed with Mr. Blume, in the interest of expediting the Staff’s review of our response to the first comment in your February 12, 2013 letter, we are responding today only to that comment.  Our response to the second comment in your February 12, 2013 letter will be filed under separate cover no later than March 4, 2013, as discussed with Mr. Blume.  For ease of review, we have set forth below the first numbered comment from your letter and our response thereto.

Form 10-K for Fiscal Year Ended December 31, 2011

Selected Financial Data, page 23

1.

We have reviewed your response to comment 1 in our letter dated December 4, 2012. Please provide your analysis of the quantitative and qualitative impact of this error correction on your income tax expense. In this regard, we note that this error correction reduced your income tax expense by approximately 33% from the amount that otherwise would have been reported, and it is unclear to us how you determined this was not a material change. Additionally, please explain how investors view your income tax expense in the broader context of your GAAP results.

Response:     When we reviewed the impact of the reduction in tax expense resulting from a current period correction of the prior error as viewed in respect of current income tax expense, we computed the error to be slightly less than 9% of the amount of tax expense from continuing operations that otherwise would have been reported.  If we were to exclude all discrete items, then the amount of the error would be 16% of the amount that otherwise would have been reported.  Please see the table below for our calculations. We believe that your calculation of 33% may have been based on tax expense related to discontinued operations, but the error correction affected only continuing operations.

We believe that investors generally follow one or more of the following three metrics: Adjusted EBITDA, cash flow, or earnings per share excluding restructuring charges and discrete tax adjustments.   The error correction has no effect on any of those metrics.  For those investors who place emphasis on earnings per share without such exclusions, the ongoing tax expense, marked as item ‘D’ in the table below, is the tax expense number, if any, that they would most likely use in their analysis of results.  Thus, we believe that quantitatively the error correction had no impact on measures that investors regard as important and, at most, a 9% impact on current income tax expense to the extent that investors regard that metric at all in the broader context of our GAAP results.  Our calculations follow.

(in thousands, except percentages)

Tax expense from continuing operations

       35,779

A

Reduction in tax expense due to error

         3,466

B

Tax expense without the error correction

       39,245

C

Error, as a percentage of total excluding error

9%

B / C

Details of 2011 Income Tax Expense:

Income from continuing operations, before tax

       62,232

Tax rate excluding error and discrete tax adjustments

33.8%

Tax expense, excluding error correction and discrete items

       21,011

D

Other tax charges/(credits)

Correction of error

       (3,466)

German valuation allowance

       22,798

Other discrete tax items

       (4,564)

Total other tax charges/(credits)

       14,768

E

2011 total tax expense from continuing operations

       35,779

D + E

Error, as percentage of tax expense excluding correction and discrete items

16%

B / D

In regard to our qualitative analysis, we reference analyst reports from the two analysts that currently cover the Company and have done so for several years: CLSA and CJS Securities.  CLSA’s valuation of the Company is based on a multiple of EBITDA, as well as cash flow.  CJS Securities values the Company based on a multiple of EBITDA, and they also consider sales growth potential in our Engineered Composites segment.

We make available investor presentations on our web site, the most recent of which is dated November 2012.  The financial data and analysis included in our presentations to investors are intended to provide existing and prospective investors with the information that they want in order to be informed about the Company’s results.  In any such presentations that include tax expense, we would identify unusual items, such as the error, so that they could be excluded when determining the Company’s earnings trend.

The error was prominently disclosed in the rate reconciliation in the 2011 Form 10-K as well as other items within the document, so that any interested person would be able to make his or her own determination as to how, if at all, the item affected his or her view of the Company’s results.

Based on the foregoing quantitative and qualitative analysis, we continue to believe that the error is immaterial to the 2011 income tax expense line item and to the results of the Company in the broader context.

*        *        *

We confirm and acknowledge to you that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the Federal Securities Laws of the United States.

Sincerely,

/s/ John B. Cozzolino

John B. Cozzolino

Chief Financial Officer & Treasurer

February 12, 2013

Via E -mail
John B. Cozzolino
Chief Financial Officer
Albany International Corp.
216 Airport Dr.
Rochester, NH 03867

Re: Albany International Corp.
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 28 , 2012
File No. 1 -10026

Dear Mr. Cozzolino :

We have reviewed your response dated January 8, 2013  and have the following additional
comment s.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not  believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, w e may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2011

Selected Financial Data, page 23

1. We have reviewed your response to comment 1 in our letter dated December 4, 2012.
Please provide your analysis of the quanti tative and qualitative impact of this error
correction on your income tax expense.   In this regard, we note that this error correction
reduced your income tax expense by approximately 33% from the amount that otherwise
would have been reported, and it is u nclear to us how you determined this was not a
material change.   Additionally, please explain how investors view your income tax
expense in the broader context of your GAAP results.

John B. Cozzolino
Albany International Corp.
February 12, 2013
Page 2

 Financial Statements for the Year Ended December 31, 2011

Notes to Consolidated Financial Statement, page 52

7. Income Taxes, page 70

2. We have reviewed your response to comment 5 in our letter dated December 4, 2012.
We note that you plan to revise your effective tax reconciliation and MD& A disclosures
to identify and discuss the countries where earnings are subject to tax at rates that are
significantly different from the U.S. federal statutory rate.  Please show us how these
revised disclosures would have read for the historical periods p resented.  Please ensure
that your results of operations discussion in MD&A adequately explains any
disproportionate relationships among pre -tax foreign and domestic earnings and foreign
and domestic tax rates.

You may contact Andrew Blume, Staff Accounta nt, at (202) 551 -3254 or me at (202)
551-3737  if you have questions regarding our comments or any other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

CORRESP
1
filename1.htm

    Unassociated Document

Albany International Corp.

216 Airport Drive

Rochester, NH  03867 USA

Tel:  518 445 2281

john.cozzolino@albint.com

www.albint.com

John B. Cozzolino

Chief Financial Officer & Treasurer

January 8, 2013

Ms. Jennifer Thompson

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street NE

Washington, D.C.   20549

Re:

Albany International Corp. – Form 10-K for the Year Ended December 31, 2011, filed February 28, 2012 - SEC File No. 001-10026

Dear Ms. Thompson:

We are pleased to respond to your letter dated December 4, 2012 relating to the Company’s Form 10-K for the year ended December 31, 2011, which we refer to herein as the “Form 10-K”.  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.  Each illustration would also apply to any future filings in which the disclosure item is repeated.

Form 10-K for Fiscal Year Ended December 31, 2011

Selected Financial Data, page 23

1.

Footnote two indicates that income tax expense in 2011 includes a favorable adjustment of $3.5 million to correct errors from periods prior to 2006. Since the correction of these errors appears to overstate fiscal 2011 net income by more than 10%, please better explain to us how you determined it was appropriate to record this correction in 2011 and why you did not record the error correction as an adjustment to prior periods. Please tell us in detail the nature of the error, when you first discovered the error and the quarterly period in 2011 in which you recorded the error correction. Please also provide us with your qualitative and quantitative assessment of materiality for each annual period in which this error occurred and for 2011 to support your conclusion that these adjustments are not material to your historical financial statements and that the correction of the error within your 2011 financial statements is appropriate. Please refer to SAB Release No. 99 and 108.

Response:     We discovered the error during our closing procedures for the fourth quarter of 2011 when we were performing a reconciliation of deferred tax assets and liabilities reported in our consolidated balance sheets.  The Company’s consolidated financial statements include the accounts of Albany International Corp. and its subsidiaries, after elimination of intercompany transactions.  The process of eliminating the effects of intercompany transactions includes making adjustments to deferred tax assets and liabilities that are related to, or affected by, such items. During our closing process, we noted an error between these intercompany accounts and the related deferred tax items, and determined that the Company’s deferred tax assets, as reported in the 2010 consolidated balance sheet of the Company, were understated by $3.5 million.

We then examined prior closings to determine when the error in deferred taxes occurred.  By reviewing the changes in deferred tax assets and liabilities reported as of each balance sheet date since the end of 2005 (which included all of the periods to be presented in Item 6, “Selected Financial Data” of our Form 10-K for the year ended December 31, 2011), we determined that all such changes had been calculated correctly and that the error had originated in periods prior to 2006.  Accordingly, we believe that income tax expense for some year or multiple years prior to 2006 had been overstated by $3.5 million.  Our Corporate Tax Department has verified that the changes in the related tax balances from 2006 through 2011 have been properly recorded and that this error has no impact on these related periods from an income statement perspective.

Since the error occurred in a period prior to any period that is presented in our 2011 Form 10-K, there is no effect on the income statement for any period presented in that report. During that period from 2007 to 2011, shareholders’ equity ranged from $423 million to $597 million, so the effect of the error on shareholders’ equity would be less than 1%. Deferred tax assets have exceeded $100 million throughout this period, and so the effect of the error on deferred taxes is less than 5%.

We then used guidance in SAB 99 and SAB 108 to evaluate whether correcting the error in the 2011 income statement would materially misstate full year results or the trend in earnings. SAB 99 states,  a matter should be considered material if “the magnitude of the item is such that it is probable that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion of the correction of the item.”

While we acknowledge that the out of period error exceeds 10% of reported net income, we believe that investors and other users of our financial statements place much greater emphasis on other metrics, including Adjusted EBITDA and earnings excluding certain gains and losses such as income tax adjustments.  In our communications with investors (including press releases, quarterly reports, annual reports and investor presentations), the primary metric used for performance is Adjusted EBITDA which is unaffected by the correction of the error.  We also provide Adjusted EBITDA in our MD&A included in Form 10-K.  In 2011, our Adjusted EBITDA exceeded $150 million and therefore the corrected item represents less than 3% of our primary financial performance metric.

Quantitatively, the amount of the error was 5.6% of income before tax, and the error is clearly inconsequential when compared to total equity or total assets.  Additionally, we also recorded a German valuation allowance of $22.1 million in the fourth quarter of 2011, which significantly reduced net income. Excluding the impact of the valuation allowance the out of period adjustment, would have been approximately 6% of 2011 net income.

We note also that the correction of deferred tax balances is a non-cash item and had no effect on the Company’s ongoing effective tax rate in 2011 or the previous five years.

The following additional qualitative factors were considered as well: (1) the error did not affect, in any period, the profitability of any segment, (2) the comparison of actual results to earnings estimates of analysts and earnings trends did not change income into a loss, (3) compliance under our loan covenants or other agreements, and (4) the error did not conceal an unlawful transaction or impact management compensation.

If we had revised previously-issued financial statements, the change would have affected only the balance sheet for each year presented in the basic financial statements, notes to the consolidated financial statements, and the five-year selected financial data table (through adjustment to beginning equity at January 1, 2006), each included in Form 10-K.  Accordingly, we concluded that most appropriate resolution was to record the correction of the error in the fourth quarter of 2011.

We also believe that correcting the item through income tax expense as an out of period adjustment (subject to SAB 108) provided greater transparency, as the effect of the correction was described in the Selected Financial Data, the MD&A, and in the Footnotes to the financial statements.  We believe this disclosure provided investors with the information needed to fully understand the effect of the item on the full year of 2011, as well as prior periods.

Based on the foregoing considerations, we determined the error to be immaterial to the results of the Company for the full year of 2011 and disclosed, throughout the Form 10-K, the impact of the error on the financial statements and that management had determined the error to be immaterial to any previously-reported annual period.

Notes to Consolidated Financial Statements

Accounting Policies

Revenue Recognition, page 52

2.

We note that your Engineered Composites segment has long-term aerospace contracts and capitalizes certain costs, such as engineering and equipment, during the phase in which the production parts are designed and tested. Citing authoritative accounting guidance, please tell us how you determined capitalization of such costs was appropriate and explain your methodology for recognizing these costs in income.

Response:  The Engineered Composites segment has a number of long-term contracts pursuant to which the Company is obligated to fund the development work of a certain product, and is entitled to recover those costs, plus a profit, as finished products are delivered to the customer.  The authoritative guidance that we reference for capitalization of these costs is ASC 605-35-25-34 “Contract costs”, which states, in pertinent part, “[c]ontract costs are accumulated in the same manner as inventory costs and are charged to operations as the related revenue from contracts is recognized.”  The total amount of deferred costs that we have carried on our balance sheet has not exceeded 0.2% of total assets.

For these contracts, revenue and costs of goods sold are recognized utilizing the Units-of-Delivery Method, as described in ASC 605-35-25-55.

Discontinued Operations, page 53

3.

We note that discontinued operations includes amounts previously reported as “Unallocated expenses,” including expenses related to global information systems, and certain interest expense when such expense results from direct third-party borrowings. Please tell us the nature of all “Unallocated expenses” that you include in discontinued operations and tell us how your classification complies with GAAP. In doing so, tell us if any of the costs and expenses you include in discontinued operations are expected to continue subsequent to the disposal date. Also tell us how your allocation of interest expense complies with ASC 205-20-45-6 through 45-8.

Response: The expenses that were previously reported as “Unallocated expenses” but were subsequently allocated to the discontinued business were comprised only of costs related to our Global Information Systems (GIS).  Our legal entities throughout the world incur some GIS costs directly, such as wages and benefits, but a significant portion of other costs, such as charges for band-width and software licenses, are negotiated globally and paid for by the U.S. parent company. Under our long-established global GIS cost-sharing arrangement, we allocate a representative portion of all such costs to the legal entities. While these costs have been allocated to the legal entities for many years, we have not included these costs in the determination of segment operating income, since they are directly managed by our GIS group at the parent company level and are not within the control of segment managers.

For 2011, the sum of GIS expenses incurred by or allocated to the Doors business using this established allocation practice was $2.0 million. Once the sale of the Doors business was announced, we reclassified these costs from “Unallocated expenses” to the discontinued operation because we reasonably expected that our aggregate costs for wages, band-width, software licenses, and other GIS costs would decrease by approximately the same amount when the sale of that business was completed (in the case of wages of GIS employees who transferred with the business) or within a short time thereafter (for licensing and similar items procured at the U.S. parent company). In our actual results for 2012, GIS expenses related to continuing operations are lower than they were for 2011, demonstrating that our consolidated GIS expenses actually declined by more than the $2.0 million of GIS expense included in discontinued operations for 2011.

Our policy with respect to interest expense is to allocate to the discontinued business only the amount of interest expense that is related to debt that will be assumed by the buyer, as prescribed by ASC 205-20-45-7-b.  Our Doors business did not have any third party debt that was assumed by the buyer, and therefore no such interest expense was allocated.

Reportable Segments and Geographic Data, page 58

4.

We note that during the third quarter of 2011, you announced plans to combine your Paper Machine Clothing and Engineered Fabrics operating and reportable segments into a single business segment. Please explain to us in more detail how these former operating and reportable segments now qualify as a single operating and reportable segment. In doing so, describe to us the specific nature of the information reviewed by your chief operating decision maker under the former and current segment structures and, if applicable, the extent to which your CODM now reviews stand-alone operating results of the Paper Machine Clothing and Engineered Fabrics operations.

Response:  The determination of our operating and reportable segments was made in accordance with ASC 280.  The decision to move the Engineered Fabrics business back into the same segment as Paper Machine Clothing was driven by the realization that the decision made by the Company in 2005 to separate the management of the two businesses resulted in greater organizational complexity and inefficiency.  (For many, many years prior to 2005, the two businesses, which have always shared common technology and manufacturing platforms, had operated as a single business, with results reported within a single segment.)

As the result of the reunification of these businesses, there is now a single manager (Daniel Halftermeyer) responsible for the combined business, reporting directly to our CEO.  Our CEO, Dr. Morone, is our Chief Operating Decision Maker, a role he has held for many years.  A single business operating plan for 2012 was prepared by Mr. Halftermeyer and his team, which was reviewed and approved by Dr. Morone, compared to prior years, in which separate operating plans were reviewed and approved.  Since the business was reunited, there has been a single quarterly (and annual) operating results and business update, prepared by Mr. Halftermeyer and his team, and presented to and reviewed with the CEO.  The CEO makes decisions regarding allocation of capital and other resources and assesses business and managerial performance based on these results and reviews.  Prior to such time, the CEO reviewed separate financial and business reports for each of the Paper Machine Clothing and Engineered Fabrics businesses, and the operating plan and business reports for the Engineered Fabrics business were prepared and presented by a different manager, who also reported directly to the CEO. The specific nature of the information reviewed by our CEO includes operating results, working capital, and capital expenditures of the combined business.  Sales and marketing data for the combined Machine Clothing segment, including details of regional and product line trends and reviews of dealings with key customers, continues to be collected and reported at a more granular level.  Although such product-related information is collected and reported, the financial reports provided to the CEO no longer include gross profit margins or operating income for the Engineered Fabrics or Paper Machine Clothing “businesses.”

Before the reunification of the businesses, incentive compensation for senior managers within each of the Paper Machine Clothing and Engineered Fabrics businesses were determined separately based on their respected business’ performance.  Beginning in 2012, all incentive targets for senior managers within the combined businesses are based on the results of the combined business.

It is also important to note that, as a result of the merger of Paper Machine Clothing and Engineered Fabrics,

CORRESP
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    Unassociated Document

December 12, 2012

VIA ELECTRONIC TRANSMISSION

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549-7553

Attention:
Jennifer Thompson

Accounting Branch Chief

Dear Ms. Thompson:

On behalf of Albany International Corp., this will confirm my conversation with Mr. Blume in which the Staff agreed that Albany may have until January 8, 2013 to respond to the Staff’s comment letter dated December 4, 2012.  On behalf of Albany, thank you for your consideration.

If you have any questions, please do not hesitate to contact me.

Sincerely,

/s/ William A. Groll

William A. Groll

cc:
Mr. John B. Cozzolino

Charles J. Silva, Jr., Esq.

December 4, 2012

Via E -mail
John B. Cozzolino
Chief Financial Officer
Albany International Corp.
216 Airport Dr.
Rochester, NH 03867

Re: Albany International Corp.
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 28 , 2012
File No. 1 -10026

Dear Mr. Cozzolino :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply t o your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comment s.

Form 10 -K for Fiscal Year Ended December 31, 2011

Selected Financial Data, page 23

1. Footnote two indicates that income tax expense in 2011 includes a favorable adjustment
of $3.5 million to correct errors from periods prior to 2006.  Sinc e the correction of these
errors appears to overstate fiscal 2011 net income by more than 10%, please better
explain to us how you determined it was appropriate to record this correction in 2011 and
why you did not record the error correction as an adjustm ent to prior periods.  Please tell
us in detail the nature of the error, when you first discovered the error and the quarterly
period in 2011 in which you recorded the error correction.  P lease also provide us with
your qualitative and quantitative assessm ent of materiality for each annual period in
which this error occurred and for 2011 to support your conclusion that these adjustments
are not material to your historical financial statements and that the correction of the error

John B. Cozzolino
Albany International Corp.
December 4, 2012
Page 2

 within your 2011 financial s tatements is appropriate.  Please refer to SAB Release No. 99
and 108.

Financial Statements for the Year Ended December 31, 2011

Notes to Consolidated Financial Statement, page 52

1. Accounting Policies, page 52

Revenue Recognition, page 52

2. We note that you r Engineered Composites segment  has long -term aerospace contracts
and capitalizes certain costs, such as engineering and equipment, during the phase in
which the production parts are designed and tested.  Citing authoritative accounting
guidance, p lease tell us how you determined capitalization of such costs was appropriate
and explain your methodology for recognizing these costs in income.
Discontinued Operations, page 53
3. We note that discontinued operations includes amounts previously reported as
“Unallocated expenses,” including expenses related to global information systems, and
certain interest expense when such expense results from direct third -party borrowings.
Please tell us the  nature of all “Unallocated expenses” that you include in discontinued
operations and tell us how your classification complies with GAAP.  In doing so, tell us if
any of the costs and expenses you include in discontinued operations are expected to
continue  subsequent to the disposal date.  Also tell us how your allocation of interest
expense complies with ASC 205 -20-45-6 through 45 -8.
3. Reportable Segments and Geographic Data, page 58
4. We note that during the third quarter of 2011, you announced plans to combine your
Paper Machine Clothing and Engineered Fabrics operating and reportable segments into a
single business segment.  Please explain to us in more detail how these former operating
and reportable segments now qualify as a single operating and repor table segment.  In
doing so, describe to us the specific nature of the information reviewed by your chief
operating decision maker under the former and current segment structures and, if
applicable, the extent to which your CODM now reviews stand -alone ope rating results of
the Paper Machine Clothing and Engineered Fabrics operations.

7. Income Taxes, page 70

5. We note that your reconciliation on page 71 of the U.S. federal statutory tax rate to your
effective income tax rate includes material adjustmen ts labeled “Foreign rate
differential.”  Please tell us whether or not this line item relates solely to differences in
foreign and domestic tax rates.  If particular countries contribute a disproportionately

John B. Cozzolino
Albany International Corp.
December 4, 2012
Page 3

 large amount of net income due to favorable tax rates, please disclose additional
information within MD&A about the tax structure of those countries and their impact on
your operations.  Consider disclosing pre -tax income and tax expense related to those
countries.

6. We note your disclosure on page 73 t hat, with certain exceptions, no provision has been
made for U.S. income taxes on the undistributed earnings of your foreign subsidiaries
since you intend to utilize those earnings in the foreign operations for an indefinite period
of time.  This disclosur e appears to contradict other statements made in your filing,
including your disclosure on page 73 that the repatriation of non -U.S. earnings will help
generate sufficient income to utilize certain deferred tax assets and your disclosure on
page 6 indicati ng that you have been able to repatriate earnings from the countries in
which you operate without substantial governmental restrictions and do not foresee any
material changes in your ability to do so in the future.  You also disclose on page 37 that
you m ade $45 million of repatriations during 2011, and on page 35 of your June 30, 2012
Form 10 -Q you indicate you were able to repay debt in 2012 due to your “ ability to
repatriate cash from non -U.S. acc ounts in a tax efficient manner.”  Since your disclosures
suggest that you regularly repatriate earnings from foreign subsidiaries, please tell us why
you generally believe that the undistributed earnings of your foreign subsidiaries are
permanently reinvested and no income taxes should be accrued.  See paragrap hs 3 and
17-19 of ASC 740 -30-25.  In addition, if a significant amount of your consolidated cash
is held overseas and is not available to the U.S. parent company due to permanent
reinvestment of foreign earnings, please revise your liquidity disclosures to  discuss the
nature of these restrictions and the impact on your liquidity.

7. We note your disclosure on pages 74 and 75 that you received reassessment notices from
the Canadian Revenue Agency (“CRA”) comprising tax, interest and penalties in the
amount of $61.6 million for the tax years 2001 through 2008.  We further note your
disclosure that although you believed these reassessments were substantially without
merit, you reached a settlement with the CRA in the first quarter of 2012 and “will record
the effect of this settlement in the first quarter of 2012.”  Please tell us whether you
accrued the amount of this settlement as of December 31, 2011.  If not, please provide us
with your analysis of why this subsequent event did not require adjustment to you r
December 31, 2011 financial statements prior to their release.  It appears the settlement
may have provided additional evidence with respect to conditions that existed at the
balance -sheet date and affected the estimates inherent in preparing your financ ial
statements.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

John B. Cozzolino
Albany International Corp.
December 4, 2012
Page 4

  In responding to our comments, please provide  a written st atement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Andrew Blume, Staff Accounta nt, at (202) 551 -3254 or me at (202)
551-3737  if you have questions regarding our comments or any other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

Mail Stop 3561         April 16, 2010  By Facsimile and U.S. Mail

 Mr. Michael Burke Senior Vice President & Chief Financial 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. Burke:
  We have completed our review of your Annual Report on Form 10-K for the
fiscal year ended December 31, 2008 and relate d filings and have no further comments at
this time.
Sincerely,

H. Christopher Owings Assistant Director

CORRESP
1
filename1.htm

    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

April 5, 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 March 22, 2010.  For ease of review, we have set forth below the numbered comments from your letter and our responses thereto.

Annual Report on Form 10-K for Fiscal Year Ended December 31, 2008

2. Revision to Prior Balance Sheet, page 73

1.

We have reviewed your responses to comments 7, 8, and 17 in our letter dated December 31, 2009.  Due to the frequency of errors identified and corrected during the periods under review, please expand on how you determined that your control deficiencies did not result in a reasonable possibility that a material misstatement of your annual or interim financial statements would not be prevented or detected on a timely basis, including a discussion of each control deficiency identified.  Although several of your errors ultimately turned out to be immaterial amounts, it remains unclear if your controls would have originally prevented or detected the errors on a timely basis had the amounts been material.  In regards to your tax reconciliation errors, we further note that you subsequently recorded an adjustment to your original error correction.  Please also provide us with a complete summary of any changes you made to your accounting processes and controls as a result of identifying these deficiencies.

Response:  In evaluating the deficiencies that we had previously identified related to comments 7, 8 and 17 of your letter dated December 31, 2009, we considered the materiality of the specific errors that occurred, and also whether there was a reasonable possibility either that other errors existed, or that other errors could have occurred but not been detected.

As noted in our response dated February 1, 2010 to comment 7, the revision to prior balance sheets was the result of a known difference between the reported value and the supporting records.  That difference originated many years earlier and was identified by management as part of the operation of the company's controls and was disposed of during 2008. The adjustment recorded in 2008 was the result of the deficiency in operating effectiveness of an existing control in which the resolution of the unreconciled difference identified was not completed in a timely manner.  In all other cases where such a discrepancy was detected, we recorded an entry to adjust the books to agree to our supporting detail.  We evaluated the known difference as well as the potential magnitude of errors that could have occurred as a result of not resolving this unreconciled difference on a timely basis, and concluded that it was not reasonably possible that a material misstatement could have occurred.  Accordingly, we concluded that the control deficiency did not rise to the level of a material weakness.

The error described in comment 8 (tax benefit of $1,720,000 in 2007 that was reversed in 2008) of your letter dated December 31, 2009, involved unique aspects of Swiss statutory and tax law. The control deficiency identified related to the accuracy of management's interpretation of the accounting for the unique and complex nature of the tax transaction.  As this adjustment related only to our Swiss entity, and considering the infrequent nature of unique and complex transactions, we believe that the deficiency did not raise a reasonable possibility of additional financial statement errors existing or occurring.  Accordingly, we concluded that a material weakness did not exist.

The errors that were described in comment 17 included an intangible asset charge of $1,011,000 and an income tax charge of $534,000.  The intangible asset charge occurred in our Albany Engineered Composites segment, and came about as the result of having a customer relationship intangible asset on the books relating to a customer that was no longer solvent. When the Eclipse insolvency occurred, we identified accounts receivable, inventory and fixed assets that needed to be written off.  However, due to having very few customer intangibles, we neglected to identify the impairment of the intangible asset.  During 2009, we enhanced the level of detail of our account reconciliation procedures in this business segment, at which point the error was detected.  At that time, we also examined the other limited cases where such intangible assets existed and found no other assets that were impaired.  As the write-off of this asset was not considered material to our financial statements, in our judgment, there was not a reasonable possibility that this amount or other potential similar amounts could have been material without the company's controls preventing or detecting the error.   Accordingly, we concluded that there was not a material weakness.

The income tax charge of $534,000 was the result of additional efforts needed to resolve the difference relating to the December 2008 balance sheet revision.  Further enhancement of the effectiveness of the reconciliation process was needed to fully resolve the unreconciled difference.  Insofar as we had concluded that the control deficiency related to the December 2008 balance sheet revision did not constitute a material weakness and the original error had occurred many years earlier, we likewise concluded that the additional final adjustment of $534,000 was not indicative of a material weakness.

Whereas each of the errors had unique characteristics that related to separate aspects of our internal controls, and were not reflective of control failures that would be projected to other account balances or transactions, we concluded that the control deficiencies did not result in a reasonable possibility of a material misstatement in our quarterly or annual financial statements.  We also note that, throughout the periods in question, our management testing of our key internal controls indicated that our key controls were operating effectively.

The discovery and resolution of these errors and the related control deficiencies resulted in two changes to the Company's existing internal controls, neither of which in the opinion of management materially affected, or was reasonably likely to materially affect, the Company's internal control over financial reporting.  The first change, which occurred as part of the prior balance sheet revision, was to improve the operating effectiveness of an existing control by fully operating the control to prevent carrying any balances where there was a difference between our books and the supporting details.  The second change was that, starting in 2009, we implemented more detailed account reconciliation controls for amortizable intangible assets in the Albany Engineered Composites segment.  Prior to implementing the detailed account reconciliations for that reporting unit, we relied upon business performance reviews such as analytical and monitoring controls to assess the accuracy of the results.  It was, in fact, the execution of the account reconciliation key control that detected the error.  However, we considered that to be a further enhancement to our existing internal controls. The incremental control did not constitute a material change, because the existing controls had already been designed to prevent or detect a material misstatement.

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

6. Discontinued Operations, page 11

2.

We have reviewed your response to comment 14 in our letter dated December 31, 2009 noting that you recorded a gain on the sale of your Filtration Technologies business of $6.1 million based on your expectation that you would receive total consideration equal to the $40 million paid at closing plus “additional cash amounts after the post-closing adjustment process was concluded.”  Please tell us if the post-closing adjustment cash amounts represents the difference between the $40 million of cash received at closing and the $45 million purchase price.  In addition, please clarify how you determined it was appropriate to record the uncollected amounts at closing as opposed to when received or settled.

Response:  We wish to correct an error in our February 1, 2010 response to comment 14.  In describing the cash received at closing, we correctly state in one sentence that we received $45 million at closing, but later state incorrectly that we received $40 million at closing.  The correct amount, as reported in our Annual Reports on Form 10-K for each of 2008 and 2009, was $45 million.

At the July 2008 closing, we received approximately $45 million in cash, in exchange for the assets and liabilities of our Filtration business.  As noted in our initial response, the final purchase price was subject to adjustment based on the actual working capital levels at the closing date.  The gain of $6.1 million recorded in the third quarter of 2008 reflected the Company’s expectation of the outcome of the working capital adjustment process.    As noted in our February 1, 2010 response letter, the ultimate resolution of the working capital adjustment process reduced our gain for the full year to $5.4 million.

We confirm and acknowledge to you that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the Federal Securities Laws of the United States.

Sincerely,

/s/ Michael K. Burke

Michael K. Burke

Senior Vice President

 and Chief Financial Officer

Mail Stop 3561         March 22, 2010  By Facsimile and U.S. Mail

 Mr. Michael Burke Senior Vice President & Chief Financial 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. Burke:

We have reviewed your response to ou r letter dated December 31, 2009 and have
the following comments.  Please feel free to ca ll us at the telephone numbers listed at the
end of this letter if you have any questions.
 Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2008

2.  Revisions to Prior Balance Sheet, page 73

1. We have reviewed your responses to comments 7, 8, and 17 in our letter dated
December 31, 2009.  Due to the frequency of errors identified and corrected
during the periods under review, please expand on how you determined that your
control deficiencies did not result in a reasonable possibility that a material
misstatement of your annual or interim financial statements would not be
prevented or detected on a timely basis, including a discussion of each control
deficiency identified.  Although several of your  errors ultimately turned out to be

Mr. Michael Burke
Albany International Corp. March 22, 2010 Page 2
immaterial amounts, it remains unclear if  your controls would have originally
prevented or detected the errors on a time ly basis had the amounts been material.
In regards to your tax reconc iliation errors, we further note that you subsequently
recorded an adjustment to your original error correction.  Please also provide us
with a complete summary of any changes you made to your accounting processes and controls as a result of iden tifying these deficiencies.
Form 10-Q for the Quarterly Period Ended September 30, 2009

6.  Discontinued Operations, page 11

2. We have reviewed your response to comm ent 14 in our letter dated December 31,
2009 noting that you recorded a gain on the sale of your Filtration Technologies
business of $6.1 million based on your expe ctation that you would receive total
consideration equal to the $40 million pa id at closing plus “additional cash
amounts after the post-closing adjustment pr ocess was concluded.”  Please tell us
if the post-closing adjustment cash amount s represents the difference between the
$40 million of cash received at closing a nd the $45 million purchase price.  In
addition, please clarify how you determined it was appropriate to record the uncollected amounts at closing as opposed to when received or settled.

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.   Please furnish a letter that keys your responses to our
comments and provides any requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comment.
 Please contact Yong Kim, Staff Accountant,  at (202) 551-3323 or Andrew Blume,
Staff Accountant, at (202) 551-3254 if you have  questions regarding these comments.

Sincerely,

H. Christopher Owings Assistant Director

CORRESP
1
filename1.htm

    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

CORRESP
1
filename1.htm

    Unassociated Document

              Writer's Direct Dial: (212)
      225-2142

              E-Mail:
      wgroll@cgsh.com

    January
13, 2010

      VIA ELECTRONIC TRANSMISSION

      U.S. Securities and Exchange Commission

      100 F Street, NE

      Washington, D.C.  20549-7553

      Attention:  Lilyanna L. Peyser, Esq.

      Dear Ms.
Peyser:

    On behalf
of Albany International Corp., this will confirm our conversation in which the
Staff agreed to extend until February 1, 2010 the time for Albany to respond to
the Staff’s comment letter dated December 31, 2009.

    If you
have any questions, please do not hesitate to contact me.

      Sincerely,

    /s/ William A. Groll

    William
A. Groll

          cc:
          Dr. Joseph G. Morone

          Charles J. Silva, Jr., Esq.

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

Mail Stop 3561         January 15, 2009  Michael C. Nahl Executive Vice President and Chief Financial Officer Albany International Corp.  1373 Broadway Albany, NY 12204
 Re: Albany International Corp.
  Form 10-K for Fiscal Year Ended December 31, 2007
Filed February 29, 2008
  Definitive Proxy Statement on Schedule 14A
  Filed March 26, 2008
File No. 1-10026

Dear Mr. Nahl:
  We have completed our review of your Form 10-K and related filings and have no
further comments at this time.           S i n c e r e l y ,             H. Christopher Owings         A s s i s t a n t  D i r e c t o r

cc: David I. Gottlieb, Esq.  Cleary Gottlieb St een & Hamilton LLP
 Facsimile No. (212) 225-3999

CORRESP
1
filename1.htm

    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.nahl@albint.com

      www.albint.com

Michael C. Nahl

Executive Vice President & Chief Financial Officer

January 8, 2009

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, 2007,

      and Definitive Proxy Statement on Schedule14A SEC File No. 1-10026

Dear Mr. Owings:

We are pleased to respond to your letter dated January 7, 2009.  We understand the comment and agree to comply in future filings.

Sincerely,

Michael C. Nahl

Executive Vice President and Chief Financial Officer

MCN:cd

Mail Stop 3561         January 7, 2009  Michael C. Nahl Executive Vice President  and Chief Financial Officer Albany International Corp.  1373 Broadway Albany, NY 12204
 Re: Albany International Corp.
  Form 10-K for Fiscal Year Ended December 31, 2007
Filed February 29, 2008
  Definitive Proxy Statement on Schedule 14A
  Filed March 26, 2008
File No. 1-10026

Dear Mr. Nahl:
  We have reviewed your letter dated November 11, 2008 and have the following comment.  Please feel free to call us at the telephone numbers listed at the end of this
letter.   Definitive Proxy Statement on Schedule 14A

Benchmarking and Use of Consultant, page 22

1. We note your response to comment 11 of our letter dated October 14, 2008.  In
future filings, please state in your disclo sure, if true, that the specific survey
participants were not identified to the Co mpensation Committee.  If in the future
the participants were to be identified to the Committee, then you would need to
identify them.

* * *

Michael C. Nahl
Albany International Corp.
January 7, 2009 Page 2
You may contact Yong Kim,  Staff Accountant, at (202) 551-3323 or in her
absence Jennifer Thompson, Accounting Bran ch Chief, at (202) 551-3737 if you have
questions regarding comments on the financial statements and related matters. Please
contact Alexandra M. Ledbetter, Staff Atto rney, at (202) 551-3317 or Ellie Bavaria,
Special Counsel, at (202) 551-3238 or me at (202) 551-3720 with any other questions.           S i n c e r e l y ,              H. Christopher Owings          A s s i s t a n t  D i r e c t o r    cc: David I. Gottlieb, Esq.  Cleary Gottlieb St een & Hamilton LLP
 Facsimile No. (212) 225-3999

CORRESP
1
filename1.htm

 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.nahl@albint.com

www.albint.com

Michael C. Nahl

Executive Vice President & Chief Financial Officer

November 11, 2008

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, 2007,

            and Definitive Proxy Statement on Schedule14A  SEC File No. 1-10026

Dear Mr. Owings:

We are pleased to respond to your letter dated October 14, 2008.  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 2007 10-K or June 30, 2008 10-Q, we have included in our response an illustration of how we expect the disclosure to appear in future filings.

Annual Report on Form 10-K for Fiscal Year Ended December 31, 2007

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 36

Review of Operations, page 38

2007 vs. 2006, page 38

            1.

            We have reviewed your response to comment 7 in our letter dated May 5, 2008.  Since you finalized the contract negotiations during 2006, and the contract was retroactive to January 1, 2006, it is unclear to us why the change in timing of transfer of title would affect the change in your net sales for PMC for 2007 versus 2006, since we assume that, including your reversal of revenue in 2006 immediately following finalization of the new contract, revenues were recognized in the same manner for both annual periods.  Instead, given the January 1, 2006 effective date of this change, this would appear to solely impact your comparison of 2005 versus 2006.  Either further explain why the change in contract terms is used to explain fluctuations from 2006 to 2007, or advise us if our understanding or assumptions are incorrect.  To the extent applicable in
future filings, you should also better explain this matter to your readers.

Response:  The new contract, while not finalized and executed until the fourth quarter of 2006, by its terms applied retroactively to all business transacted with the customer since January 1, 2006.  As explained in our initial response, under the terms of the old contract, the Company’s revenue recognition policy permitted sales to be recorded upon product delivery.  Under the new contract, title was expressly retained by the Company until installation on the customer’s machine.  As a result, the Company recorded revenues during 2006 at the time of delivery.  Once the new agreement was executed, any revenue recorded for a product that had been delivered but had not yet, as of the date the agreement was executed, been installed on the machine had to be reversed.  In other words, if the contract had been finalized and executed on
January 1, 2006 on the same date it became effective, there would have been no revenue reversal, but rather a period where we were shipping products to the customer, but not recognizing revenue, thereby causing a temporary trough in the revenue stream, and causing a comparability issue between 2006 and other years. Accordingly, there was in fact an event which caused 2006 revenues to be $8 million lower than comparable periods. We believe that the analytical comparison of sales that we have made in the MD&A discloses this event in such a way that the reader can understand the effect that the new contract had on comparability of net sales year-over-year change.

Liquidity and Capital Resources, page 43

            2.

            We have reviewed your response to comment 9 in our letter dated May 5, 2008.  We note your discussion of the PMC strategic investment program in the sixth risk factor and note your discussion of your deliberate, intensive three-year process of restructuring and performance improvement initiatives in MD&A Trends and MD&A Outlook.  If your strategic investment program is part of your performance improvement initiatives, please clarify that in MD&A.  Additionally, absent disclosure of the specific components of the PMC strategic investment program that caused increased capital expenditures, please provide a cross reference to the sixth risk factor in your discussion of capital expenditures so that a reader will be aware that the increase was due to the construction of a new paper machine clothing manufacturing facility in China, additional
forming fabric capacity in Korea and Brazil, and additional dryer fabric capacity in the Company’s existing plant in Panyu, China.

Response:  In our 10-Q for the quarter ended September 30, 2008, we provided more information about the capital expenditures, including a cross-reference as you have suggested.  Please see below an excerpt from the third quarter Liquidity and Capital Resources section:

Net cash provided by operating activities was $31.9 million for the first three quarters of 2008, compared to $39.3 million for the same period of 2007. For the first nine months of 2008, capital spending was $105.0 million, compared to

2

$90.7 million in 2007.  The increase in 2008 principally relates to the PMC investments that are part of the Company’s three-year performance improvement plan as described in “Trends” above, and in “Risk Factors”. The Company expects capital spending to be approximately $150 million in 2008, and has decreased its estimate for 2009 from $70 million to $60 million. Depreciation and amortization were $13.6 million and $2.1 million, respectively, for the third quarter of 2008. Depreciation and amortization are estimated to be $60 million and $7 million for 2008, and $70 million and $8 million for 2009.

Critical Accounting Policies and Assumptions, page 48

            3.

            We have reviewed your response to comment 10 in our letter dated May 5, 2008 and reissue the comment.  We reiterate that the purpose of critical accounting policies is to provide insight into the variability of management’s estimates for accounting policies that you consider critical.  In doing so, you should discuss the uncertainties in your estimates and, if you believe that other outcomes are reasonably likely to occur and may materially affect your financial statements you should quantify the sensitivity of your estimates to these reasonably likely changes.  We believe that information would be beneficial to an investor in gaining insight to the potential effect on your financial statements given a change in a significant estimate.

Response:  We have performed another review of our own accounting policies, and have also researched the Critical Accounting Policy disclosures of many other companies.  Our third quarter 10Q includes several additions and enhancements to our Critical Accounting Policy disclosures.  Below, please see the text that was included in our recently filed 10Q.

Critical Accounting Policies and Assumptions

The following should be read in conjunction with the Consolidated Financial Statements and Notes thereto.

The Company’s discussion and analysis of its financial condition and results of operations are based on the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).   The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  Some of these estimates require judgments about matters that are inherently uncertain.

3

Accounting policies whose application may have a significant effect on the reported results of operations and financial position, and that can require judgments by management that affect their application, include FAS No. No. 5, “Accounting for Contingencies,” FAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” FAS No. 142, “Goodwill and Other Intangible Assets,” FAS No. 87, “Employers’ Accounting for Pensions,” FAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions,” as amended by FAS No. 132 and 132(R), “Employers’ Disclosures About Pension and Other Postretirement Benefits,” FAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” and FAS No. 109, “Accounting
for Income Taxes,” including recent accounting requirements under FASB Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes.”

The Company records sales when persuasive evidence of an arrangement exists, delivery has occurred, title has been transferred, the selling price is fixed, and collectability is reasonably assured.  The timing of revenue recognition is dependent upon the contractual arrangement between the Company and its customers.  These arrangements, which may include provisions for transfer of title and guarantees of workmanship, are specific to each customer.  Some of these contracts provide for title transfer upon delivery, or upon reaching a specific date, while other contracts provide for title transfer to occur upon consumption of the product. Sales contracts in the Albany Door Systems segment may include product and installation services.  For these sales, the Company applies the provisions of EITF 00-21, “Revenue Arrangements with Multiple Deliverables”. The
Company’s contracts that include product and installation services generally do not qualify as separate units of accounting and, accordingly, revenue for the entire contract value is recognized upon completion of installation services.   The Company limits the concentration of credit risk in receivables by closely monitoring credit and collection policies. The Company records allowances for sales returns as a deduction in the computation of net sales.  Such provisions are recorded on the basis of written communication with customers and/or historical experience.

Products and services provided under long-term contracts represent a significant portion of sales in the Engineered Composites segment. The Company uses the percentage of completion method for accounting for these projects.  That method requires significant judgment and estimation, which could be considerably different if the underlying circumstances were to change. When adjustments in estimated contract revenues or costs are required, any changes from prior estimates are included in earnings in the current period.  Additionally, the fact that these projects are long-term could increase the chance that a party to the contact may be unable to fulfill their obligations.

The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments.  If the financial condition of the Company’s customers were to deteriorate, resulting in an

4

impairment of their ability to make payments, additional allowances may be required.

The Company maintains reserves for possible impairment in the value of inventories.  Such reserves can be specific to certain inventory, or general based on judgments about the overall condition of the inventory.  General reserves are established based on percentage write-downs applied to aged inventories, or for inventories that are slow-moving.  If actual results differ from estimates, additional inventory write-downs may be necessary.

The net carrying amount of property, plant and equipment (PP&E) was $576.6 million, or 37% of total assets, as of September 30, 2008.  For the nine months ended September 30, 2008 depreciation expense totaled $43.6 million, or 5% of operating expenses.  Given the significance of PP&E and associated depreciation to the Company’s financial statements, determination of an asset’s cost basis and its economic useful life are considered critical accounting estimates.  PP&E is recorded at cost, which is generally objectively quantifiable when assets are purchased singly.  However, when assets are purchased in groups, as would be the case for a business acquisition, costs assigned to PP&E are based on an estimate of fair value of each asset at the date of acquisition.  These estimates are based on assumptions about asset condition, remaining useful life
and market conditions.  The Company may employ expert appraisers to aid in allocating cost to assets purchased as a group.  Included in the cost basis of PP&E are those costs that substantially increase the useful lives or capacity of existing PP&E.  Significant judgment is needed to determine which costs should be capitalized under these criteria, and which should be expensed as repairs and maintenance costs.  Economic useful life is the duration of time an asset is expected to be productively employed by the Company, which may be less than its physical life.  Management’s estimate of useful life is monitored to determine its appropriateness, especially in light of changed business circumstances.  Changes in these estimates that affect PP&E could have a significant impact on the Company’s financial statements.  However, significant adjustments have not been required in recent years.  Management also monitors changes in business conditions and events such as a
plant closure that could indicate that PP&E asset values are impaired.  The determination of asset impairment involves significant judgment about market values and future cash flows.

Goodwill amounted to $194.2 million at September 30, 2008 or 12% of total assets.  A goodwill impairment exists when the carrying amount of goodwill exceeds its fair value. Assessments of possible impairment of goodwill are made when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable through future operations. Additionally, testing for possible impairment of recorded goodwill and intangible asset balances is required annually. The amount and timing of any impairment charges based on these assessments require the

estimation of future cash flows and the fair market value of the related assets based on management’s best estimates of certain key factors, including future selling prices

5

and volumes, operating, raw material, energy and freight costs, and various other projected operating and economic factors.  As these key factors change in future periods, the Company will update its impairment analysis to reflect its latest estimates and projections.

The Company has investments in other companies that are accounted for under either the cost method or equity method of accounting. Investments accounted for under the equity method are included in Investments in associated companies. The Company performs regular reviews of the financial condition of the investees to determine if its investment is impaired.  If the financial condition of the investees were to no longer support their valuations, the Company would record an impairment provision.

The Company is self insured for some employee and business risks, including health care and workers compensation programs in the United States.  Losses under all of these programs are accrued based upon estimates of the ultimate liability for claims reported and an estimate of claims incurred but not reported, with assistance from third-party actuaries and service providers. However, liabilities are difficult to assess and estimate due to unknown factors, including the severity of an illness or injury and the number of incidents not reported. The accruals are based upon known facts and historical trends and management believes such accruals to be adequate. If actual results significantly differ from estimates used to calculate the liability, the Company’s financi

Mail Stop 3561         October 14, 2008  Michael C. Nahl Executive Vice President  and Chief Financial Officer Albany International Corp.  1373 Broadway Albany, NY 12204
 Re: Albany International Corp.
  Form 10-K for Fiscal Year Ended December 31, 2007
Filed February 29, 2008
  Definitive Proxy Statement on Schedule 14A
  Filed March 26, 2008
File No. 1-10026
 Dear Mr. Nahl:
 We have reviewed your letter dated May 30, 2008 and have the following
comments.   Please feel free to call us at the telephone numbers listed at the end of this
letter.
Annual Report on Form 10-K for Fiscal Year Ended December 31, 2007

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 36

Review of Operations, page 38

2007 vs. 2006, page 38

1. We have reviewed your response to comm ent 7 in our letter dated May 5, 2008.
Since you finalized the contract negotia tions during 2006, and the contract was
retroactive to January 1, 2006, it is unclear to us why th e change in timing of
transfer of title would aff ect the change in your net sa les for PMC for 2007 versus
2006, since we assume that, including  your reversal of revenue in 2006
immediately following finalization of the new contract, revenues were recognized
in the same manner for both annual peri ods.  Instead, given the January 1, 2006

Michael C. Nahl
Albany International Corp.
October 14, 2008 Page 2
 effective date of this change, this woul d appear to solely impact your comparison
of 2005 versus 2006.  Either further explain why the change in contract terms is
used to explain fluctuations from 2006 to 2007, or advise us if our understanding
or assumptions are incorrect.  To the extent applicable in future filings, you should also better explain this matter to your readers.
 Liquidity and Capital Resources, page 43

2. We have reviewed your response to comm ent 9 in our letter dated May 5, 2008.
We note your discussion of the PMC strategic investment program in the sixth risk factor and note your discussion of your deliberate, intensive three-year
process of restructuring and performance improvement initiatives in MD&A Trends and MD&A Outlook.  If your strategi c investment program is part of your
performance improvement in itiatives, please clarify th at in MD&A. Additionally,
absent disclosure of the specific com ponents of the PMC strategic investment
program that caused increased capital expenditures, please provide a cross
reference to the sixth risk factor in your discussion of  capital expenditures so that
a reader will be aware that the increase was due to the construction of a new paper
machine clothing manufacturing facility in China, additional forming fabric capacity in Korea and Brazil, and add itional dryer fabric capacity in the
Company’s existing plant in Panyu, China.

Critical Accounting Policies and Assumptions, page 48

3. We have reviewed your response to co mment 10 in our letter dated May 5, 2008
and reissue the comment.  We reiterate that the purpose of critical accounting
polices is to provide insight into the va riability of manageme nt’s estimates for
accounting polices that you cons ider critical.  In doing so, you should discuss the
uncertainties in your estimates and, if  you believe that other outcomes are
reasonably likely to occur and may materi ally affect your financial statements,
you should quantify the sensitivity of your estimates to these reasonably likely
changes.  We believe that information w ould be beneficial to  an investor in
gaining insight to the potent ial effect on your financial statements given a change
in a significant estimate.

Furthermore, we note in your response to  comment 11 that you execute long term
contracts that are accounted under the percentage of completion method.  Given
the estimates involved in applying SO P 81-1, please consider discussing your
percentage of completion contracts and the basis for your appropriate experience in the estimation of total costs to be incurred in the execution of the contract as part of your discussion of critical accounting policies.

Michael C. Nahl
Albany International Corp.
October 14, 2008 Page 3  Financial Statements, page 53

 Notes to Consolidated Financial Statements, page 59

 1.  Accounting Policies – Revenue Recognition, page 59

4. We have reviewed your response to comm ent 11 in our letter dated May 5, 2008.
Given your vast offerings of products and services in ea ch segment as well as the
varying contractual terms resulting in di fferent revenue recognition policies, we
believe your revenue recognition policy should be more robust and informative.  As indicated in Question 1 to SAB Topi c 13:B, since you have different policies
for different types of revenue transactions , we believe the policy for each material
type of transaction should be disclosed.  Based on your response, it appears that in
addition to recognizing revenue at the tim e of delivery as is addressed in your
current policy, in certain cases title is tr ansferred and revenue is recognized when
products are consumed by the customer or  on a specified date regardless of when
delivery occurs.  Either revise your policy to  address these types of transactions or
demonstrate to us that the revenue genera ted by these transactions was immaterial
for each year included in your financial statements.  Additionally, notwithstanding your proposed revision to state within the description of your business that
revenues earned from services are insignifi cant, we believe that the best practice
is to briefly address your revenue recogn ition policy for serv ices within your
revenue recognition accounting policy footnot e to provide all relevant revenue
recognition information to your r eaders in one co ncise location.

5. Please refer to the third bullet point of  comment 11 in our letter dated May 5,
2008.  As previously requested, please expl ain to us at what point you recognize
revenue for any fabrics that you store fo r delivery to users, and if you recognize
revenue prior to delivery of these fabrics, explain to us in detail how you determined your methodology was appropriate under SAB Topic 13.
 12.  Reportable Segments and Geographic Data, page 78

6. We have reviewed your response to co mment 14 in our letter dated May 5, 2008,
including your proposed revi sion to your current disclo sures.  As previously
requested, please briefly disclose the type s of assets you include in the “other”
unallocated assets line item ( $86,507 at December 31, 2007) in your
reconciliation on page 81 as we believe this  information is useful to your readers
in understanding how management view s and evaluates your segments.

Michael C. Nahl
Albany International Corp.
October 14, 2008 Page 4  Form 10-Q for the Quarter Ended June 30, 2008

 Financial Statements for the Period Ended June 30, 2008

 Note 6. Discontinued Operations, page 10

7. Please confirm to us that in future fili ngs you will provide a ll of the disclosures
required by paragraph 47 of SFAS 144, including but not limited to the major classes of assets and liabili ties classified as discontinued operations on the face of
your balance sheet and the amounts of revenue and pretax profit or loss reported as “income from operations of discontinued business” on the face of your income statement.  Additionally, pl ease ensure that your MD&A analysis of results at
least briefly explains the changes in income from operations of discontinued
business and the changes in the relate d income tax expense when comparing
current results to prior periods.
 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 28
 Review of Operations, page 31

8. Please consider revising your tabular pres entation of prior period restructuring
and performance-improvement initiatives expense to separately disclose expense related to restructuring and expens e related to performance-improvement
initiatives, similar to your disclosure fo r the current period, as we believe this
provides valuable information to your readers about one of the primary factors underlying the changes in your results.  In this regard, after locating this breakout
in your June 30, 2007 Form 10-Q, we unde rstand that the net increase of $5.5
million for the quarter is comprised of a decrease in restructuring expense of $5.4 million, offset by an increase in idle capaci ty costs of $1.7 million and an increase
in performance-improvement initiatives of  $9.1 million, but this is not apparent
from your current disclosures.  Simi larly, after reviewi ng your June 30, 2007
Form 10-Q, we understand that the net increase of $9.6 million for the six month period is comprised of a decrease in re structuring expense of $7.6 million, offset
by an increase in idle capacity co sts of $2.4 million and an increase in
performance-improvement initiatives of  $14.8 million, but this is not apparent
from your current disclosures.  We belie ve that investors greatly benefit from
understanding that your restructuring a nd performance-improvement initiatives
expenses are behaving in opposite manners and their fluctuations are offsetting each other, and we believe that this ta bular disclosure, along with your current
narrative disclosures, would make thes e fluctuations more easily understood.

9. We note your analysis of the effective income tax rate and your response to
comment 6 from our letter dated May 5, 2008.  We have the following comments:

Michael C. Nahl
Albany International Corp.
October 14, 2008 Page 5
• We continue to have concerns that your disclosures do not explain to your
readers why your effective tax rate has such significant fluctuations from year to year.  As indicated in our prior comment, you appear to have had
an unusually low effective tax rate in 2007, and we note that for the six
month period you had an effective tax rate for continuing operations of approximately 6% in 2007 as compared to 58% in 2008.  The disclosures in your Form 10-Q imply that this diffe rence is due to “discrete tax items,”
but we believe this explanation is overly broad since you have not
identified the specific tax items that  differed, nor have  you explained why
these items would differ by such a larg e amount from year to year.  Please
revise your MD&A analysis of results in future filings to explain in more
detail why your tax rate fl uctuated so significantly.

• We note that your Form 10-Q discusse s your effective tax rate before
discrete tax items, which is a non-GAAP measure.  It is unclear to us how
your presentation of this measure comp lies with Item 10(e) of Regulation
S-K or our guidance in our Frequen tly Asked Questions Regarding the
Use of Non-GAAP Financial Measures  (our Non-GAAP FAQ), available
at www.sec.gov/divisions/co rpfin/faqs/nongaapfaq.htm
.  If you wish to
present this measure in future filings, please show us how you will modify your disclosure to comply with this non-GAAP guidance.

10. We note your disclosure of per share m easures throughout your MD&A analysis.
Refer to our Non-GAAP FAQ and provide the disclosures required by Question
11 for each non-GAAP per share measure pr esented.  Please provide similar
disclosure in your Form  8-K filed August 8, 2008.

Definitive Proxy Statement on Schedule 14A

Benchmarking and Use of Consultant, page 22

11. We note your response to comment 18 of our letter dated May 5, 2008.  We
continue to believe with respect to the Mercer Executive Compensation Survey
and the Private Executive Compensation Surv ey that if the participants whose
data was used were identified to your compensation committee to determine the compensation of your named executive o fficers, then you must identify those
companies in your disclosure, regardless of  the contractual restrictions in Watson
Wyatt’s agreements.

* * *

Michael C. Nahl
Albany International Corp. October 14, 2008 Page 6   You may contact Yong Kim,  Staff Accountant, at (202) 551-3323 or in her
absence Jennifer Thompson, Accounting Bran ch Chief, at (202) 551-3737 if you have
questions regarding comments on the financial statements and related matters.  Please
contact Alexandra M. Ledbetter, Staff Atto rney, at (202) 551-3317 or Ellie Bavaria,
Special Counsel, at (202) 551-3238 or me at (202) 551-3720 with any other questions.
Sincerely,
    H. Christopher Owings
Assistant Director

CORRESP
1
filename1.htm

  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.nahl@albint.com

www.albint.com

Michael C. Nahl

Executive Vice President & Chief Financial Officer

May 30, 2008

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, 2007,

            and Definitive Proxy Statement on Schedule14A  SEC File No. 1-10026

Dear Mr. Owings:

We are pleased to respond to your letter dated May 5, 2008.  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 2007 10-K, we have included in our response an illustration of how we expect the disclosure to appear in future filings.

Annual Report on Form 10-K for Fiscal Year Ended December 31, 2007

Cover Page

            1.

            Please replace the SEC file number you have identified on the Form 10-K with the file number indicated above.

Response:  We will update the SEC file number on future filings and have incorporated that change in the first quarter 10-Q that was recently filed.

Employees, page 22

            2.

            Please disclose whether any of your employees are union members that are subject to collective bargaining agreements.

Response:  Approximately 100 of our U.S. employees are union members subject to a total of three collective bargaining agreements.  The Company recently renegotiated two of these, and renegotiation of the third will commence shortly.  Following renegotiation of the third agreement, the agreements will remain in effect until 2011.  A number of hourly employees outside of the United States are also members of various unions.  We will disclose this in future filings.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 36

            3.

            Throughout your document, you disclose that you have initiated a deliberate, intensive three-year process of restructuring and performance improvement initiatives.  Please expand your disclosure to describe your performance improvement initiatives, including the specific actions you have taken and will take to implement your plans.  We note your discussion of the outlook of this plan on page 49; however, due to the significance of this plan, we believe this should be highlighted in the overview section of MD&A since it provides context for the remainder of your MD&A discussion.

Furthermore, please discuss the types of expenses included as part of your performance improvement initiatives, including the line item(s) these expenses are classified on your statement of operations and the reasons why they are classified as such.  Please quantify the impact of these expenses when describing the changes in segmental gross margin and segmental selling, general, technical and research expense, since a significant portion of the increase in these line items relates to expense for performance improvement initiatives.

Response:  Please see below our proposed expanded disclosure of the Company’s three-year process of restructuring and performance improvement initiatives and related costs:

(The text below would replace and supplement the 7th paragraph under “Trends”.)

The Company’s response to that pricing disruption has been to initiate a deliberate, intensive three-year process of restructuring and performance improvement initiatives. In the mature paper machine clothing markets of North America and Europe, the Company is driving for growth in market share, while the Company is positioning itself to expand in the rapidly growing markets of Asia and South America.  During this process of adjusting its manufacturing footprint to align with these regional markets, the Company has incurred restructuring charges.  Specific charges reported have been incurred in connection with the reduction of PMC manufacturing capacity in the United States, Canada, and Finland, and of Door Systems in Sweden.  The Company has also incurred costs for idle capacity and equipment relocation that are related to the shutdown of these plants, and start-up costs related to
the new PMC plant that is under construction in China.  Expenses related to these items are included in “Cost of Goods Sold”.  In addition, the Company also incurred restructuring charges related to the centralization of PMC administrative functions in Europe.

In addition to these restructuring and restructuring-related activities, management has launched significant cost reduction and process improvement initiatives.  In

2

2006, the Company announced a plan to migrate its global enterprise resource planning system to SAP, and began a strategic procurement initiative designed to establish a world-class supply chain organization and processes that would lead to significant cost savings.  Additionally, the Company has reorganized its PMC research and product development function to improve its ability to bring value-added products to market faster.  Expenses incurred in connection with these actions are included in STG&R expenses.  These expenses are not allocated to the reportable segments because they are Corporate-wide initiatives.

Review of Operations, page 38

2007 vs. 2006, page 38

            4.

            We note that you have quantified the impact of changes in currency translation rates on consolidated and segmental net sales and on consolidated STG&R expenses.  Please tell us how you considered quantifying the impact of changes in currency translation rates on consolidated gross profit.  Also tell us, and clarify to your readers, whether the impact of changes in currency translation rates on gross profit and STG&R expenses is allocated to your segments.  If so, please address these items in your analysis of segmental gross profit and segmental operating income.

Response:  We have quantified the effect of changes in currency translation rates on net sales and STG&R expenses because we feel that those two data points are key metrics for readers of our financial reports, and that those readers would be looking for analysis of the nominal changes from the prior year.  Regarding your comment about currency effects on the nominal amount of gross profit, we believe that most readers of our financial reports first want to understand factors affecting net sales, and then want to understand factors affecting the gross profit percentage.  Since changes in currency translation rates generally affect net sales and nominal gross profit in a proportionate way, we feel that providing information about gross profit percentage is consistent with the way investors analyze income statement data.

Segment operating results include the effect of changes in currency translation rates and since that is very clear in our reporting of net sales by segment, we believe that readers of the financial reports understand that changes in currency translation rates are included in segment results.

            5.

            To the extent material to understanding your results of operations, please separately discuss the changes in the “selling and general expenses” and “technical, product engineering, and research expenses” line items as presented on your income statement.  Also, please consider discussing the changes in research expense and unallocated expenses disclosed on page 40 as a subset to your discussion of consolidated STG&R expenses, as your current presentation of these segmental reconciling items directly beneath your

3

discussion of consolidated operating income, which includes these segmental reconciling items, may be confusing to your readers.

Response:  We have considered whether separate MD&A discussion about “Selling and general expenses”, and “Technical, product engineering, and research expenses” would provide readers of the financial reports with additional data that is important.  Organizational changes that have taken place have affected each of those expense types in relatively proportionate amounts, except for perhaps “Research expenses”.  As you know, our current Review of Operations includes separate discussion about changes affecting “Research expenses”.  Accordingly, based on current expenses and changes affecting our results of operations, we believe that additional discussion of those income statement line items is not necessary.

We have also considered whether it would be helpful to move the discussion about changes in “Research expenses” and “Unallocated expenses” closer to the analysis of changes in STG&R expenses.  Please see below a proposed modified disclosure in the MD&A (changes underlined):

Selling, general, technical and research (STG&R) expenses increased to $316.5 million or 29.0% of net sales in 2007, as compared to $295.1 million or 29.2% of net sales in 2006. The increase includes $15.6 million related to performance improvement initiatives and $14.1 million related to the effect of changes in currency translation rates.  Included in STG&R expenses are research expenses that increased $1.7 million or 7.9% in 2007, principally due to higher project expenses and wages.  STG&R expenses also include Corporate headquarters and other expenses that are not allocated to the Company’s reportable segments.  Unallocated expenses increased $9.4 million to $49.0 million in 2007 principally due to $7.6 million of costs associated with performance improvement initiatives,
including the Company’s implementation of the SAP enterprise resource planning system.

            6.

            We note your discussion of income tax expense in the middle of page 40.  Please tell us and better explain to your readers why your effective income tax rate appears unusually low for 2007.  In this regard, we note your reconciliation of the effective tax rate on page 76, but it is unclear from your current disclosures why many of these line items are significantly different from the previous two years.

Response:  While the effective tax rate for 2007 appears to be unusually low, in fact the lower tax rate can be attributed to the proportionately larger impact of non-recurring favorable tax adjustments in estimated tax liabilities in relation to the overall pretax income earned by the company.   The non-recurring favorable tax adjustments in 2007 and 2006 amounted to $2,723,000 and $3,470,000, respectively.  Although the amounts of the tax adjustments did not vary greatly from year to year,

4

their favorable impact on the effective tax rate increased due primarily to the lower pool of income.

The company’s lower income in 2007 magnified the impact of the favorable non-recurring tax adjustments and other components of the tax rate that are disclosed in the reconciliation of the effective tax rate.

Paper Machine Clothing Segment, page 40

            7.

            We note that net sales and operating income for 2006 were reduced due to a change in contract terms with a major customer.  Please elaborate on the circumstances of this contract change, including how and why this impacted your revenue and expense recognition.

Response:  In 2006, the Company finalized negotiations of a supply contract with a major customer.  The terms and conditions of the previous contract with that customer specified that title of products transferred to the customer at the time of delivery to the customer’s site.  The new contract specifies that title transfers to the customer only when the product is installed on their equipment.  Additionally, the contract specifies that the language regarding transfer of title is retroactive to January 1, 2006.  Accordingly, the Company reversed sales of products transferred to the customer under the terms of the old contract that no longer qualified as sales under the retroactive provisions of the new contract.

It should also be noted that we informed investors of this probable event in our 2005 annual report.  In the Outlook section of the 2005 MD&A, we wrote, “In addition, net sales and operating income are expected to be reduced in 2006 by approximately $8 million and $3 million, respectively, due to an anticipated change in inventory practices associated with a major customer.”

Albany Door Systems Segment, page 41

            8.

            Please discuss in more detail the underlying reasons for the increased sales of new products and the aftermarket business in Europe, and quantify the impact of each contributing factor if possible.  Additionally, please quantify the impact of the R-Bac acquisition on net sales, and tell us how you considered disclosing this acquisition’s impact on gross profit and operating income.  If this acquisition did not have a significant impact on your results, please clarify this matter to your readers.

Response:  We note that net sales in the Albany Doors Systems segment increased by $28.3 million in 2007, and in the Review of Operations we reported that $10.8 million was due to currency translation and $7.3 million was due to an increase in aftermarket service and parts.  We also explained that part of the sales improvement was related to the acquisition of R-Bac Industries.  In previous filings, we reported

5

that R-Bac’s sales prior to the June 30th acquisition were at an annualized rate of approximately $9 million. While we noted that the R-Bac acquisition was certainly a factor in the sales increase, we did not attempt to quantify the impact due to the fact that business was fully integrated into the Company’s existing business during 2007, and it was no longer possible to state with precision the incremental effect on operations related to the acquisition.

The Company disclosed that sales of new doors can be highly sensitive to changes in economic climate (see discussion under “Risk Factors” and “Trends”).  The Company has been positioning itself to grow the aftermarket portion of the business which could potentially offset some of the effects of a slow-down in sales of new products.  Please see below a proposal for enhanced disclosure in the “Trends” section of the MD&A (changes underlined):

The Albany Door Systems segment derives most of its revenue from the sale of high-performance doors, particularly to customers in Europe. The purchase of these doors is normally a capital expenditure item for customers and, as such, market opportunities tend to fluctuate with industrial capital spending. If economic conditions weaken, customers may reduce levels of capital expenditures, which could have a negative effect on sales and earnings in the Albany Door Systems segment. The Company’s response to this trend includes expansion of its aftermarket business which tends to be less sensitive to economic changes than sales of new doors.  The large amount of revenue derived from sales and manufacturing outside the United States could cause the reported financial results for the Albany Door Systems segment to be more sensitive than the other
segments of the Company to changes in currency rates.

Liquidity and Capital Resources, page 43

            9.

            We note that your increase in capital expenditures in 2007 and 2006 were principally due to the PMC strategic investment program announced in January 2006.  Please elaborate on the fundamentals of this plan and how this has and will affect your operations.

Response:  The Company’s increased capital expenditures in the PMC segment referred to on page 43 are also discussed in the following sections of the annual report: Item 1a, 6th risk factor; MD&A Trends, 7th paragraph; and MD&A Outlook, 2nd and 3rd paragraphs.  Disclosure about these investments has been a topic discussed in each quarterly filing since the a

Mail Stop 3561         May 5, 2008  Michael C. Nahl Executive Vice President  and Chief Financial Officer Albany International Corp.  1373 Broadway Albany, NY 12204
 Re: Albany International Corp.
  Form 10-K for Fiscal Year Ended December 31, 2007
Filed February 29, 2008
  Definitive Proxy Statement on Schedule 14A
  Filed March 26, 2008
File No. 1-10026
 Dear Mr. Nahl:
 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 how you intend to comply.  If you disagree, we
will consider your explanation as to why our comments are inapplicable or a revision is
unnecessary.  Please be as detaile d as necessary in your explan ation.  After reviewing this
information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  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.
 Annual Report on Form 10-K for Fiscal Year Ended December 31, 2007

 Cover Page

1. Please replace the SEC file number you ha ve identified on th e Form 10-K with
the file number indicated above.

Michael C. Nahl
Albany International Corp.
May 5, 2008 Page 2  Employees, page 22

2. Please disclose whether any of your employees are union members that are
subject to collective ba rgaining agreements.
 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 36

3. Throughout your document, you disclose that  you have initiated a deliberate,
intensive three-year proc ess of restructuring and performance improvement
initiatives.  Please expand your disclo sure to describe your performance
improvement initiatives, including the specific actions you have taken and will
take to implement your plans.  We note your discussion of the outlook of this plan
on page 49; however, due to the significan ce of this plan, we believe this should
be highlighted in the overview section of MD&A since it provides context for the
remainder of your MD&A discussion.

Furthermore, please discuss the types of  expenses included as part of your
performance improvement in itiatives, including the line item(s) these expenses
are classified on your statement of oper ations and the reasons why they are
classified as such.  Please quantify the impact of these expenses when describing the changes in segmental gross margin and segmental selling, general, technical
and research expense, since a significant portion of the increase in these line items
relates to expense fo r performance improvement initiatives.

Review of Operations, page 38

2007 vs. 2006, page 38
 4. We note that you have quantified the impact of changes in currency translation
rates on consolidated and segmental net sales and on consolidated STG&R
expenses.  Please tell us how you consider ed quantifying the impact of changes in
currency translation rates on consolidated gros s profit.  Also tell us, and clarify to
your readers, whether the impact of changes in currency translation rates on gross profit and STG&R expenses is allocated to  your segments.  If so, please address
these items in your analysis of segmental gross profit and segmental operating income.

5. To the extent material to understand ing your results of operations, please
separately discuss the changes in th e “selling and general expenses” and
“technical, product engineering, and research  expenses” line items as presented on
your income statement.  Also, please cons ider discussing the changes in research
expense and unallocated expenses disclo sed on page 40 as a subset to your
discussion of consolidated STG&R expe nses, as your curren t presentation of

Michael C. Nahl
Albany International Corp.
May 5, 2008 Page 3
these segmental reconciling items di rectly beneath your discussion of
consolidated operating income, which includes these segmental reconciling items, may be confusing to your readers.
 6. We note your discussion of income tax e xpense in the middle of page 40.  Please
tell us and better explain to your read ers why your effective income tax rate
appears unusually low for 2007.  In this re gard, we note your reconciliation of the
effective tax rate on page 76, but it is unclear from your current disclosures why many of these line items are significantly different from the previous two years.

Paper Machine Clothing Segment, page 40

 7. We note that net sales and operating in come for 2006 were reduced due to a
change in contract terms with a major customer.  Please elaborate on the circumstances of this contract change, including how and why this impacted your
revenue and expense recognition.

Albany Door Systems Segment, page 41

 8. Please discuss in more detail the underlying reasons for the increased sales of new products and the aftermarket business in Eu rope, and quantify the impact of each
contributing factor if possible.  Additiona lly, please quantify the impact of the
R-Bac acquisition on net sales, and tell us  how you considered disclosing this
acquisition’s impact on gross profit and operating income.  If this acquisition did  not have a significant impact on your results,  please clarify this matter to your
readers.

Liquidity and Capital Resources, page 43

 9. We note that your increase in cap ital expenditures in 2007 and 2006 were
principally due to the PMC strategic investment program announced in January 2006.  Please elaborate on the fundamentals of  this plan and how this has and will
affect your operations.

Critical Accounting Policies and Assumptions, page 48

 10. We note that some of your critical accounting policies simply repeat the
information contained in Note 1 to your financial statements.  We remind you that
such disclosure should supplement, not duplicate, the description of accounting
policies that are already disclosed in th e notes to the financial statements. The
disclosure should provide gr eater insight into  the quality and variability of
information regarding financial conditi on and operating performance. While
accounting policy notes in the financial statements generally describe the method used to apply an accounting principle, the discussion in MD&A should present a

Michael C. Nahl
Albany International Corp.
May 5, 2008 Page 4
company's analysis of the un certainties involved in applying a principle at a given
time or the variability that is reasonably likely to result from its application over
time.  You should also quantify the sensitivity of your estimates to change, based on other outcomes that are reasonably likel y to occur and would have a material
effect on your financial statements. Re fer to Section V of our Release
No. 33-8350, available on our website at www.sec.gov/rules/interp/33-8350.htm
.
Please revise as appropriate, and show  us what any revisions will look like.

Financial Statements, page 53
 Notes to Consolidated Financial Statements, page 59

 1.  Accounting Policies – Revenue Recognition, page 59

11. We note your revenue recognition polic y and have the following comments:

• We read that certain contracts in the Applied Technologies segment are accounted
for using the percentage of completion me thod.  Please describe to us in more
detail any contracts that you account fo r using the percentage of completion
method, and tell us how you determined th ese contracts qualifi ed for percentage
of completion accounting under SOP 81-1.
 • We read that the timing of revenue rec ognition is dependent upon the contractual
arrangement, and these arrangements are specific to each customer.  Please
explain to us in more detail the various types of contractual arrangements that you
offer to your customers and how you account for these arrangements, including
any types of arrangements that result in the recognition of revenue and transfer of title at any point other than delivery of the completed product.  Please expand
your accounting policy to more clearly indi cate the various types of contractual
arrangements to which you are referring, as  this may be unclear to your readers.

• We read on page 22 under Competition that you provide diverse services to your
customers, including consulting and storing fabrics for delivery to the user.  We
also read that you offer aftermarket serv ice and support for your door systems.
Please explain to us in more detail the various types of serv ices that you offer
your customers and how you account for thes e services, including at what point
you recognize revenue for any fabrics that you store for delivery to the user.  Tell
us how you determined you did not need to disclose your accounting policies for
these services in Note 1.  Also tell  us how you considered the guidance in
Rule 5-03 of Regulation S-X for separately disclosing net sales and cost of sales
for products and for services.

Michael C. Nahl
Albany International Corp.
May 5, 2008 Page 5

6.  Financial Instruments, page 68

 12. We note your discussion of the $180 m illion 2.25% convertible notes and the
related convertible note he dge and warrant transactions.  We have the following
comments:

• Please disclose to your readers a more de tailed explanation of  the circumstances
under which the convertible debt may be redeemed for cash, converted into Class
A stock, or converted into a combination of cash and stock.  Also clarify whether
these redemptions or conversions occur at  the option of the ho lder or at your
option.  Please show us what this en hanced disclosure will look like.

• With regards to the converti ble note hedge, please expl ain to us, and clarify to
your readers, whether you may acquire shar es that fully offset the delivery of
newly issued shares upon conversion of the notes.  In this regard, it appears from
the definition of Exercisable Options in your convertible note hedge transaction
confirmation agreement that you may only receive 40% of the shares you would issue upon conversion of the notes.

• With regards to the warrant transacti on, please tell us where you disclosed the
terms of the warrants as indicated by Rule 4-08(i) of Regulation S-X.
 • We read that you concluded that the convertible feature of the notes, the
convertible note hedge, and the warrant tr ansactions each meet the requirements
of EITF 00-19 to be accounted for as equity  instruments.  Please explain to us in
more detail how you reached these conc lusions, including whether all of these
agreements may be settled in unregistere d shares, and whether such a settlement
alternative triggers any penalties.
 • We note your registration rights agreemen t related to the convertible notes and
underlying shares.  Please provide us with your analysis of whether this
agreement contains a registration pa yment arrangement as defined by
FSP-EITF-00-19-2, and if so, please tell us how you considered the accounting
and disclosure guidance in FSP-EITF-00-19-2.

7.  Commitments and Contingencies, page 70

13. We note your discussion of lawsuits alleging that certain in dividuals suffered
personal injury as a result of exposur e to asbestos and have the following
comments:

• It appears that about two-th irds of the claims pending against you are in federal
court at the multidistrict litigation pa nel in Mississippi, and we note your

Michael C. Nahl
Albany International Corp.
May 5, 2008 Page 6
disclosures concerning these claims.  Howeve r, it is unclear to us that you have
provided all disclosures required by SF AS 5, SOP 94-6 and SAB Topic 5:Y for
the remaining one-third of the claims pending against you that are not at the
MDL.  Please advise, and if appropriate, re vise your disclosure to address more
clearly these claims.

• We note your disclosure at the top of page 71 of the total number of claims
outstanding at various dates.   Please refer to Question 3 of SAB Topic 5:Y and
provide us with a rollforward of the numb er of claims at each balance sheet date,
including the number of claims filed for each period presented and the number of
claims dismissed, settled or otherwise re solved for each period.  Additionally, if
the average settlement amount varies from y ear to year or reflects trends such as
increasing over time, it appears that additional disclosure on this matter may be
necessary.  Please also provide us with this information for Brandon.

• Please tell us whether you have any liabi lity for the facilities that produced the
asbestos-containing products .  If so, please tell us how you determined you did
not need to provide additional disc losures under SFAS 5, SOP 96-1 or SFAS 143,
if applicable.
 • Please disclose the above information to your  readers, either he re or in another
appropriate place in your filing, or tell us why such disclosures are not applicable.

12.  Reportable Segments and Geographic Data, page 78

14. We read at the top of page 79 that y ou do not allocate corporate headquarters
expenses to your segments, and we not e your presentation of these unallocated
expenses within your reconciliation to c onsolidated income before income taxes
on page 80.  Please provide your readers with  a brief descripti on of the types of
expenses that comprise your corporat e headquarters expenses.  Additionally,
please provide your readers with a brief desc ription of the types of assets that are
not allocated to your segments, particularly  the other assets presented within your
reconciliation to consolid ated total assets on page 81.  We believe this
information provides your readers with be tter insight into how management views
the company.  Refer to paragra phs 31(b) and (c) of SFAS 131.

15.  Stock Option and In centive Plans, page 88

15. We note your 2005 incentive plan that pr ovides key members of management
with incentive compensation based on achievement of certain performance targets
and are paid out over three years, partly in cash and partly in Class A common
stock.  We further note that you are rec ognizing expenses associated with this
plan over the vesting period, which incl udes the year for which performance
targets are measured and the two subse quent years.  Please tell us why you

Michael C. Nahl
Albany International Corp.
May 5, 2008 Page 7
recognize expense for this plan over a vesting period that includes the two
subsequent years, and explain to us in  more detail how this complies with
SFAS 123(R).  Also tell us whether you classi fy these awards as liabilities or as
equity, and the accounting guidance y ou are relying on in reaching your
conclusion.
 Disclosure Controls and Procedures, page 95

16. You state that your certifyi ng officers concluded that you r disclosure controls and
procedures were effective in “ensuring that information required to be disclosed in the periodic repo rts that [you] file[]  or submit[] under the Exchange Act is
accumulated and communicated to [your] management, including [your] Chief Executive Officer and Chief Financial Offi cer, as appropriate to allow timely
decisions regarding required disclosure.”  In future filings, please revise your
conclusion to include the full definition of disclosure controls and procedures as
outlined in Exchange Act Rule 13a-15(e) rather than the summarized definition you include now.  In this regard, please st ate, if true, whether the same officers
concluded the controls and procedures were  effective to “ensure that information
required to be disclosed by [you] in the re ports that [you] file or submit under the
Act is recorded, processed, summarized and reported, within the time periods
specified in the Commission’s rules and fo rms” and to “ensure that information
required to be disclosed by [you] in the re ports that [you] f