Form 4

FORM 4

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

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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*

J. S. Standish Co.

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)

 

4. Statement for
Month/Day/Year
02/21/2003

(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

02/21/2003

 

C

 

29,000

A

1-for-1

 

D

 

Class A Common Stock

02/21/2003(1)

 

S

 

29,000

D

$23.2066

0

D

 
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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

Class B Common Stock

 (2)

02/21/03

 

C

 

 

29,000

 (2)

 (2)

Class A Common

29,000

 

2,196,530

D

 

Explanation of Responses:

(1) Sale pursuant to a 10b5-1 plan.
(2) Convertible, on a share-for-share basis, into Class A Common Stock.
  By: /s/ Kathleen M. Tyrrell
             Attorney-in-Fact
**Signature of Reporting Person		 February 25, 2003
Date

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

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

 
The undersigned 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: November 22, 1997

/s/ J. Spencer Standish