FORM 4

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

    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 and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Standish J. Spencer

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

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

(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)

(Street)

Albany, NY 12201-1907

(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

01/31/03

C

61,625

A

1-for-1

I

 ⁽¹⁾

Class A Common Stock

01/31/03⁽²⁾

S

61,625

D

$23.2421

0

I

 ⁽¹⁾

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

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(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

Class B Common Stock

 ⁽³⁾

 ⁽³⁾

 ⁽³⁾

Class A Common

151,318

I

 ⁽⁴⁾

Class B Common Stock

 ⁽³⁾

01/31/03

C

61,625

 ⁽³⁾

 ⁽³⁾

Class A Common

61,625

2,666,488

I

 ⁽¹⁾

Class B Common Stock

 ⁽³⁾

 ⁽³⁾

 ⁽³⁾

Class A Common

1,345,565

I

 ⁽⁵⁾

Class B Common Stock

 ⁽³⁾

 ⁽³⁾

 ⁽³⁾

Class A Common

108,729

I

 ⁽⁶⁾

Employee Stock Option

$15.50

 ⁽⁷⁾

05/01/08

Class A Common

200,000

I

(4)

Employee Stock Option

$15.00

 ⁽⁷⁾

05/01/08

Class A Common

16,000

D

Class B Common Stock

 ⁽³⁾

 ⁽³⁾

 ⁽³⁾

Class A Common

120,000

I

 ⁽⁸⁾

Class B Common Stock

 ⁽³⁾

 ⁽³⁾

 ⁽³⁾

Class A Common

120,000

I

 ⁽⁹⁾

Class B Common Stock

 ⁽³⁾

 ⁽³⁾

 ⁽³⁾

Class A Common

10,700

I

 ⁽¹⁰⁾

Class B Common Stock

 ⁽³⁾

 ⁽³⁾

 ⁽³⁾

Class A Common

10,700

I

 ⁽¹¹⁾

Explanation of Responses:

(1) Held by J. S. Standish Co. Undersigned is President and a director, and has the power to elect and remove all of the directors, of J. S. Standish Co.
(2) Sale pursuant to a 10b5-1 plan.
(3) Covertible, on a share-for-share basis, into Class A Common Stock.
(4) Held by Standish Delta Trust. Undersigned has neither voting nor investment power and disclaims beneficial ownership.
(5) Held by trust u/w Florence Standish. Undersigned has voting and investment power.
(6) Held by trust u/w J. C. Standish. Undersigned has voting and investment power.
(7) Fully exercisable.
(8) Held by the Christine L. Standish Delta Trust. Undersigned has sole voting and investment power, and disclaims beneficial ownership, with respect to such shares.
(9) Held by the John C. Standish Delta Trust. Undersigned has sole voting and investment power, and disclaims beneficial ownership, with respect to such shares.
(10) Held by the Christine L. Standish Gift Trust. Undersigned has sole voting and investment power, and disclaims beneficial ownership, with respect to such shares.
(11) Held by the John C. Standish Gift Trust. Undersigned has sole voting and investment power, and disclaims beneficial ownership, with respect to such shares.

**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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