Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person*

Michaels David C.

2. Issuer Name and Ticker or Trading Symbol
Albany International Corp. ("AIN")

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Vice President- Treasury & Tax                

(Last)      (First)     (Middle)

c/o Albany International Corp.
P.O. Box 1907

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
11/07/02

(Street)

Albany, NY 12201-1907

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Class A Common Stock

 

 

 

 

 

 

 

844

I

By ESOP

Class A Common Stock

 

 

 

 

 

 

 

1,000

D

 
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Employee Stock Option

$18.625

 

 

 

 

 

 

 (1)

05/14/12

Class A Common

1,000

 (2)

 

 

 

Employee Stock Option

$16.25

 

 

 

 

 

 

(1)

05/28/13

Class A Common

1,000

(2)

 

 

 

Employee Stock Option

$18.75

 

 

 

 

 

 

(1)

05/11/14

Class A Common

1,000

(2)

 

 

 

Employee Stock Option

$22.25

 

 

 

 

 

 

(1)

05/18/15

Class A Common

1,500

(2)

 

 

 

Employee Stock Option

$22.25

 

 

 

 

 

 

(1)

05/14/16

Class A Common

2,000

(2)

 

 

 

Employee Stock Option

$19.75

 

 

 

 

 

 

(1)

04/15/17

Class A Common

2,000

(2)

 

 

 

Employee Stock Option

$19.375

 

 

 

 

 

 

 (3)

11/04/18

Class A Common

2,000

(2)

 

 

 

Employee Stock Option

$15.6875

 

 

 

 

 

 

 (4)

11/09/19

Class A Common

3,000

 (5)

 

 

 

Employee Stock Option

$10.5625

 

 

 

 

 

 

 (6)

11/15/20

Class A Common

2,100

(5)

 

 

 

Employee Stock Option

$20.45

 

 

 

 

 

 

 (7)

11/06/21

Class A Common

3,000

(5)

 

 

Employee Stock Option

$20.63

11/07/02

 

A

V

3,000

 

 (8)

11/07/22

Class A Common

3,000

(5)

21,600

D

 

Explanation of Responses:

(1) Fully exercisable.
(2) Options granted pursuant to Company's 1992 Stock Option Plan as incentive to remain in employ of Company.
(3) Become exercisable as to 400 shares on each November 4, beginning November 4, 1999.
(4) Become exercisable as to 600 shares on each November 9, beginning November 9, 2000.
(5) Options granted pursuant to Company's 1998 Stock Option Plan as incentive to remain in employ of Company.
(6) Become exercisable as to 420 shares on each November 15, beginning November 15, 2001.
(7) Become exercisable as to 600 shares on each November 6, beginning November 6, 2002.
(8) Become exercisable as to 600 shares on each November 7, beginning November 7, 2003.
  By: /s/ Kathleen M. Tyrrell
             Attorney-in-Fact
**Signature of Reporting Person		 11/08/02
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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AUTHORIZATION TO SIGN SEC FORMS 3 AND 4 PURSUANT TO SECTION
16(A) OF THE SECURITIES EXCHANGE ACT OF 1934


The undersigned, as an officer and/or director of Albany
International Corp., a Delaware corporation ("the Company"),
hereby authorizes THOMAS H. HAGOORT, CHARLES J. SILVA, JR.
AND KATHLEEN M. TYRRELL, and each of them with full power
to act without the others, to sign and file, or cause to be
filed, on behalf of the undersigned, any forms and other
documents, including without limitation Forms 3 and 4 or
any other forms hereafter substitute therefor, required or
permitted to be filed by the undersigned pursuant to Section
16(a) of the Securities Exchange Act of 1934, as amended, or
rules or regulations promulgated thereunder.

The authorization of a person named above shall automatically
terminate at such time as such person ceases to be an employee
of the Company.  The undersigned may terminate the authorization
of any such person at any time by delivering written notice of
termination to the Company.



Date: January 5, 2000

/s/ David C. Michaels