<PAGE>


                                                                DRAFT - 12/20/01


    As filed with the Securities and Exchange Commission on December 28, 2001
                                                    REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                   ----------

                           ALBANY INTERNATIONAL CORP.
             (Exact Name of Registrant as Specified in Its Charter)


          DELAWARE                             14-0462060
  (State of Incorporation)          (I.R.S. Employer Identification No.)

                                  1373 BROADWAY
                             ALBANY, NEW YORK 12204
                                 (518) 445-2200

              (ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                           ALBANY INTERNATIONAL CORP.
                          PROSPERITY PLUS SAVINGS PLAN
                            (Full Title of the Plan)

                                   ----------

                                THOMAS H. HAGOORT
                           ALBANY INTERNATIONAL CORP.
                                  1373 BROADWAY
                             ALBANY, NEW YORK 12204
                                 (518) 445-2200

                                 WITH A COPY TO:

                                 ARTHUR H. KOHN
                       CLEARY, GOTTLIEB, STEEN & HAMILTON
                                ONE LIBERTY PLAZA
                               NEW YORK, NY 10006
                                 (212) 225-2000

(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

                                   ----------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
        TITLE OF EACH CLASS OF SECURITIES             AMOUNT TO BE       PROPOSED        PROPOSED        AMOUNT OF
                 TO BE REGISTERED                    REGISTERED (1)       MAXIMUM         MAXIMUM      REGISTRATION
                                                                         OFFERING        AGGREGATE          FEE
                                                                         PRICE PER    OFFERING PRICE
                                                                         SHARE (2)          (2)
---------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>               <C>           <C>              <C>
Class A common stock, par value $.001 per share         1,000,000         $21.65        $21,650,000      $5,174.35
---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Consists of shares of Class A common stock of Albany International Corp.
     (the "Shares") to be made available pursuant to the Albany International
     Corp. Prosperity Plus Savings Plan (the "Plan"). This Registration
     Statement also registers such indeterminable number of additional Shares as
     may be required in the event of a stock dividend, stock split,
     recapitalization or other similar change in the Shares. In addition,
     pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
     "Securities Act"), this Registration Statement also covers an indeterminate
     amount of interests to be offered or sold pursuant to the Plan.

(2)  Estimated solely for purposes of calculation of the registration fee, in
     accordance with Rule 457(h) of the Securities Act. Such estimate is based
     upon the average of the high and low sales prices of the shares of Class A
     common stock of Albany International Corp. (the "Corporation") on December
     20, 2001, as reported on the New York Stock Exchange Composite Tape.
================================================================================

<PAGE>


                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

         All information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
Note to Part I of Form S-8 and Rule 428 of the Securities Act.

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which previously have been filed by the
Corporation with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference and made a part hereof:

         (i) The Corporation's annual report on Form 10-K for the fiscal year
ended December 31, 2000;

         (ii) The Corporation's quarterly reports on Form 10-Q for the fiscal
quarters ended March 31, 2001, June 30, 2001, and September 30, 2001;

         (iii) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the annual report referred to in (i) above;

         (iv) The Corporation's registration statement on Form 8-A, dated
August 18, 1988, filed with the Commission pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), describing the
Corporation's Class A common stock; and

         (v) The Plan's annual report on Form 11-K for the fiscal year ended
December 31, 2000.

         All reports and other documents filed by the Corporation or the Plan
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment hereto, which indicates that all securities offered
hereunder have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.

         For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Thomas H. Hagoort, who is delivering the opinion on the validity of the
Shares referred to in Item 8 hereof, is the Corporation's General Counsel and is
a full time employee of the Corporation. He is also eligible to participate in
the Plan and receive Shares issued thereunder.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he or she is or is threatened
to be made a party by reason of such position, if such person shall have acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and in any criminal
proceeding, if such person had no reasonable cause to believe his or her

                                      II-1

<PAGE>

conduct was unlawful; provided that, in the case of actions brought by or in the
right of the corporation, no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the adjudicating court determines
that such indemnification is proper under the circumstances.

         Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law (relating to
unlawful payment of dividends and unlawful stock purchase and redemption), or
(iv) for any transaction from which the director derived an improper personal
benefit.

         Article V of the Corporation's Certificate of Incorporation provides
that, to the fullest extent permitted by the Delaware General Corporation Law,
no director of the Corporation shall be liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director.

         Article IV of the Corporation's By-Laws requires that the Corporation
indemnify each person serving as a director or officer of the Corporation or of
another corporation, partnership, joint venture, trust or any other enterprise
at the request of the Corporation in connection with any action, suit or
proceeding brought against such person by reason of his or her status as a
director, officer, employee or agent of the Corporation or such an enterprise,
against costs, expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if (i) such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation, (ii) such person did not personally gain,
as a result of the acts or omissions to which such action, suit or proceeding
relates, a financial profit or other financial advantage to which such person
was not legally entitled and, (iii) with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his or her conduct
was unlawful.

         The Corporation has purchased directors' and officers' liability
insurance covering certain liabilities incurred by directors and officers in
connection with the performance of their duties.

         Section E of Article IX of the Plan states that, to the extent not
prohibited by state or federal law, the Corporation shall indemnify and save
harmless any member of the Employee Benefits Committee of the Board of Directors
or any director, officer or employee of the Corporation or an affiliate of the
Corporation against: (a) all expenses, including without limitation, judgments,
fines, penalties, court costs and attorneys' fees; and (b) amounts paid by him
in settlement where it is in the interest of the Corporation that such
settlement be made, actually and reasonably incurred by him in connection with
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, arising out of or based upon his acts
or failure to act, whether alleged or real, in respect of the administration,
management, operation or winding up of the Plan, or the management, investment,
handling or disbursement of assets of the Plan, if he acted in good faith and in
a manner he reasonably believed to be in compliance with the terms of the Plan
and, with respect to any criminal action or proceeding, he had no reasonable
cause to believe his conduct was unlawful.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      II-2

<PAGE>



ITEM 8. EXHIBITS.

         The Corporation hereby undertakes to submit the Plan and any amendment
thereto to the Internal Revenue Service (the "IRS") in a timely manner in order
to obtain a determination letter that the Plan is qualified under Section 401 of
the Internal Revenue Code of 1986, as amended, and to make any changes in the
Plan required by the IRS in order to obtain such a determination letter.

         The following exhibits are filed with or incorporated by reference into
this Registration Statement (numbering corresponds to Exhibit Table in Item 601
of Regulation S-K):

<TABLE>
<CAPTION>

EXHIBIT NO.           DESCRIPTION
-----------           -----------
<S>                   <C>
4.1                   Article IV of Restated Certificate of Incorporation of the Corporation (incorporated by
                      reference to Exhibit F to the Corporation's Registration Statement on Form 8-A, file no.
                      1-10026, declared effective by the Commission on August 26, 1988 (as to The Pacific Stock
                      Exchange, Inc.) and on September 7, 1988 (as to The New York Stock Exchange, Inc.))

5.1                   Opinion of Thomas H. Hagoort as to the legality of the issuance of the Shares*

23.1                  Consent of Thomas H. Hagoort (included in the opinion filed as Exhibit 5.1).

23.2                  Consent of PricewaterhouseCoopers LLP, Independent Accountants*

24.1                  Power of Attorney (included on signature page)

</TABLE>




* Filed electronically herewith.



                                      II-3

<PAGE>



ITEM 9. UNDERTAKINGS.

(a)      The Corporation hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                           (i) to include any prospectus required by Section
                     10(a)(3) of the Securities Act;

                           (ii) to reflect in the prospectus any facts or events
                     arising after the effective date of this Registration
                     Statement (or the most recent post-effective amendment
                     thereof) which, individually or in the aggregate, represent
                     a fundamental change in the information set forth in this
                     Registration Statement;

                           (iii) to include any material information with
                     respect to the plan of distribution not previously
                     disclosed in this Registration Statement or any material
                     change to such information in this Registration Statement;

                  provided, however, that paragraphs (1)(i) and (1)(ii) do not
                  apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with the Commission by the Corporation
                  pursuant to Section 13 or Section 15(d) of the Exchange Act
                  that are incorporated by reference in this Registration
                  Statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial BONA
                  FIDE offering thereof; and

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

(b)      The Corporation hereby undertakes that, for purposes of determining any
         liability under the Securities Act, each filing of the Corporation's
         annual report pursuant to Section 13(a) or Section 15(d) of the
         Exchange Act (and, where applicable, each filing of an employee benefit
         plan's annual report pursuant to Section 15(d) of the Exchange Act)
         that is incorporated by reference in this Registration Statement shall
         be deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at the time shall
         be deemed to be the initial BONA FIDE offering thereof.

(h)      Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors, officers and controlling persons of
         the Corporation pursuant to the foregoing provisions, or otherwise, the
         Corporation has been advised that in the opinion of the Commission such
         indemnification is against public policy as expressed in the Securities
         Act and is, therefore, unenforceable. In the event that a claim for
         indemnification against such liabilities (other than the payment by the
         Corporation of expenses incurred or paid by a director, officer or
         controlling person of the Corporation in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the Corporation will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Securities Act and will
         be governed by the final adjudication of such issue.


                                      II-4

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Corporation
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Albany, State of New York, on this 28th day of
December, 2001.

                                    ALBANY INTERNATIONAL CORP.


                                    By:         /s/ MICHAEL C. NAHL
                                       ----------------------------------------
                                       Name: Michael C. Nahl
                                       Title: Senior Vice President and Chief
                                              Financial Officer


         Pursuant to the requirements of the Securities Act, the trustees of the
Plan(or other persons who administer the Plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Albany, State of New York, on this 28th day of
December, 2001.

                                    ALBANY INTERNATIONAL CORP.
                                    PROSPERITY PLUS SAVINGS PLAN


                                    By:      /s/ CHARLES B. BUCHANAN
                                       ----------------------------------------
                                       Name: Charles B. Buchanan
                                       Title: Member of the Employee Benefits
                                              Committee




                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Albany International Corp., a Delaware corporation ("the
Company"), hereby constitutes and appoints Michael C. Nahl, Richard A.
Carlstrom, Thomas H. Hagoort, David C. Michaels, John C. Treanor and Charles J.
Silva, and each of them with full power to act without the others, his or her
true and lawful attorneys-in-fact and agents, with full and several power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended ("the Securities Act") relating to the
Company's Prosperity Plus Savings Plan, and any and all amendments (including
post-effective amendments) thereto, and any or all other exhibits and documents
relating thereto, with power where appropriate to affix the corporate seal of
the Company thereto and to attest said seal, with the Securities and Exchange
Commission ("the SEC"), and generally to do all such things in his or her name
and in his or her capacity as an officer or director of the Company to enable
the Company to comply with the provisions of the Securities Act, and all other
requirements of the SEC, hereby granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         The appointment of any attorney-in-fact and agent hereunder shall
automatically terminate at such time as such attorney-in-fact and agent ceases
to be an officer of the Company. Any of the undersigned may terminate the
appointment of any of his or her attorneys-in-fact and agents hereunder by
delivering written notice thereof to the Company.

                                      II-5
<PAGE>

         Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed below by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>

           TITLE                                 SIGNATURE                           DATE
           -----                                 ---------                           ----

<S>                                          <C>                            <C>
Chairman of the Board and Chief              /s/ FRANK R. SCHMELER              DECEMBER 28, 2001
Executive Officer                            ------------------------      --------------------------
(Principal Executive Officer)                  Frank R. Schmeler


Senior Vice President and Chief              /s/ MICHAEL C. NAHL                DECEMBER 28, 2001
Financial Officer                            ------------------------      --------------------------
(Principal Financial Officer)                  Michael C. Nahl


Vice President--Controller                   /s/ RICHARD A. CARLSTROM           DECEMBER 28, 2001
(Principal Accounting Officer)               ------------------------       --------------------------
                                               Richard A. Carlstrom

Director                                               *                        DECEMBER 28, 2001
                                             ------------------------       --------------------------
                                               Thomas R. Beecher Jr.

Director                                               *                        DECEMBER 28, 2001
                                             ------------------------       --------------------------
                                                Charles B. Buchanan

Director                                               *                        DECEMBER 28, 2001
                                             ------------------------       --------------------------
                                                Erland E. Kailbourne

Director                                               *                        DECEMBER 28, 2001
                                             ------------------------       --------------------------
                                              Joseph G. Morone, Ph.D.


Director                                               *                        DECEMBER 28, 2001
                                             ------------------------       --------------------------
                                                 Francis L. McKone

Director                                               *                        DECEMBER 28, 2001
                                             ------------------------       --------------------------
                                               Christine L. Standish

Director                                               *                        DECEMBER 28, 2001
                                             ------------------------       --------------------------
                                                 Allan Stenshamn

Director                                               *                        DECEMBER 28, 2001
                                             ------------------------       --------------------------
                                                 Barbara P. Wright

Director                                               *                        DECEMBER 28, 2001
                                             ------------------------       --------------------------
                                                 John C. Standish

Director                                               *                        DECEMBER 28, 2001
                                             ------------------------       --------------------------
                                               James L. Ferris Ph.D.

</TABLE>

                                              By:      /s/ MICHAEL C. NAHL
                                                 -------------------------------
                                                         Michael C. Nahl
                                                         Attorney-in-Fact



                                      II-6

<PAGE>


                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>

EXHIBIT NO.   DESCRIPTION                                               METHOD OF FILING
-----------   -----------                                               ----------------
<S>           <C>                                           <C>
   4.1        Article IV of Restated Certificate of         Filed as Exhibit F to the Corporation's
              Incorporation of the Corporation              Registration Statement on Form 8-A,
                                                            file no. 1-10026, declared effective by
                                                            the Commission on August 26, 1988 (as
                                                            to The Pacific Stock Exchange, Inc.)
                                                            and on September 7, 1988 (as to The New
                                                            York Stock Exchange, Inc.) and
                                                            incorporated herein by reference

   5.1        Opinion of Thomas H. Hagoort as to the             Filed electronically herewith
              legality of the issuance of the Shares

  23.1        Consent of Thomas H. Hagoort                          Included in Exhibit 5.1

  23.2        Consent of PricewaterhouseCoopers LLP,             Filed electronically herewith
              Independent Accountants

  24.1        Power of Attorney (included on signature                   Filed herewith
                 page)


</TABLE>
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{"company-data": {"conformed-name": "ALBANY INTERNATIONAL CORP /DE/", "cik": "0000819793", "assigned-sic": "2221", "irs-number": "140462060", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76078", "film-number": "1825366"}, "business-address": {"street1": "1373 BROADWAY", "city": "ALBANY", "state": "NY", "zip": "12204", "phone": "5184452200"}, "mail-address": {"street1": "1373 BROADWAY", "city": "ALBANY", "state": "NY", "zip": "12204"}, "former-company": {"former-conformed-name": "ALBINT INC", "date-changed": "19870924"}}
DRAFT - 12/20/01

    As filed with the Securities and Exchange Commission on December 28, 2001
                                                    REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                           ALBANY INTERNATIONAL CORP.
             (Exact Name of Registrant as Specified in Its Charter)

          DELAWARE                             14-0462060
  (State of Incorporation)          (I.R.S. Employer Identification No.)

                                  1373 BROADWAY
                             ALBANY, NEW YORK 12204
                                 (518) 445-2200

              (ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                           ALBANY INTERNATIONAL CORP.
                          PROSPERITY PLUS SAVINGS PLAN
                            (Full Title of the Plan)

                                   ----------

                                THOMAS H. HAGOORT
                           ALBANY INTERNATIONAL CORP.
                                  1373 BROADWAY
                             ALBANY, NEW YORK 12204
                                 (518) 445-2200

                                 WITH A COPY TO:

                                 ARTHUR H. KOHN
                       CLEARY, GOTTLIEB, STEEN & HAMILTON
                                ONE LIBERTY PLAZA
                               NEW YORK, NY 10006
                                 (212) 225-2000

(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

                                   ----------

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
        TITLE OF EACH CLASS OF SECURITIES             AMOUNT TO BE       PROPOSED        PROPOSED        AMOUNT OF
                 TO BE REGISTERED                    REGISTERED (1)       MAXIMUM         MAXIMUM      REGISTRATION
                                                                         OFFERING        AGGREGATE          FEE
                                                                         PRICE PER    OFFERING PRICE
                                                                         SHARE (2)          (2)
---------------------------------------------------------------------------------------------------------------------
Class A common stock, par value $.001 per share         1,000,000         $21.65        $21,650,000      $5,174.35
---------------------------------------------------------------------------------------------------------------------
(1)  Consists of shares of Class A common stock of Albany International Corp.
     (the "Shares") to be made available pursuant to the Albany International
     Corp. Prosperity Plus Savings Plan (the "Plan"). This Registration
     Statement also registers such indeterminable number of additional Shares as
     may be required in the event of a stock dividend, stock split,
     recapitalization or other similar change in the Shares. In addition,
     pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
     "Securities Act"), this Registration Statement also covers an indeterminate
     amount of interests to be offered or sold pursuant to the Plan.

(2)  Estimated solely for purposes of calculation of the registration fee, in
     accordance with Rule 457(h) of the Securities Act. Such estimate is based
     upon the average of the high and low sales prices of the shares of Class A
     common stock of Albany International Corp. (the "Corporation") on December
     20, 2001, as reported on the New York Stock Exchange Composite Tape.
================================================================================
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

         All information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
Note to Part I of Form S-8 and Rule 428 of the Securities Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which previously have been filed by the
Corporation with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference and made a part hereof:

         (i) The Corporation's annual report on Form 10-K for the fiscal year
ended December 31, 2000;

         (ii) The Corporation's quarterly reports on Form 10-Q for the fiscal
quarters ended March 31, 2001, June 30, 2001, and September 30, 2001;

         (iii) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the annual report referred to in (i) above;

         (iv) The Corporation's registration statement on Form 8-A, dated
August 18, 1988, filed with the Commission pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), describing the
Corporation's Class A common stock; and

         (v) The Plan's annual report on Form 11-K for the fiscal year ended
December 31, 2000.

         All reports and other documents filed by the Corporation or the Plan
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment hereto, which indicates that all securities offered
hereunder have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.

         For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Thomas H. Hagoort, who is delivering the opinion on the validity of the
Shares referred to in Item 8 hereof, is the Corporation's General Counsel and is
a full time employee of the Corporation. He is also eligible to participate in
the Plan and receive Shares issued thereunder.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he or she is or is threatened
to be made a party by reason of such position, if such person shall have acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and in any criminal
proceeding, if such person had no reasonable cause to believe his or her

                                      II-1
conduct was unlawful; provided that, in the case of actions brought by or in the
right of the corporation, no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the adjudicating court determines
that such indemnification is proper under the circumstances.

         Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law (relating to
unlawful payment of dividends and unlawful stock purchase and redemption), or
(iv) for any transaction from which the director derived an improper personal
benefit.

         Article V of the Corporation's Certificate of Incorporation provides
that, to the fullest extent permitted by the Delaware General Corporation Law,
no director of the Corporation shall be liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director.

         Article IV of the Corporation's By-Laws requires that the Corporation
indemnify each person serving as a director or officer of the Corporation or of
another corporation, partnership, joint venture, trust or any other enterprise
at the request of the Corporation in connection with any action, suit or
proceeding brought against such person by reason of his or her status as a
director, officer, employee or agent of the Corporation or such an enterprise,
against costs, expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if (i) such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation, (ii) such person did not personally gain,
as a result of the acts or omissions to which such action, suit or proceeding
relates, a financial profit or other financial advantage to which such person
was not legally entitled and, (iii) with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his or her conduct
was unlawful.

         The Corporation has purchased directors' and officers' liability
insurance covering certain liabilities incurred by directors and officers in
connection with the performance of their duties.

         Section E of Article IX of the Plan states that, to the extent not
prohibited by state or federal law, the Corporation shall indemnify and save
harmless any member of the Employee Benefits Committee of the Board of Directors
or any director, officer or employee of the Corporation or an affiliate of the
Corporation against: (a) all expenses, including without limitation, judgments,
fines, penalties, court costs and attorneys' fees; and (b) amounts paid by him
in settlement where it is in the interest of the Corporation that such
settlement be made, actually and reasonably incurred by him in connection with
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, arising out of or based upon his acts
or failure to act, whether alleged or real, in respect of the administration,
management, operation or winding up of the Plan, or the management, investment,
handling or disbursement of assets of the Plan, if he acted in good faith and in
a manner he reasonably believed to be in compliance with the terms of the Plan
and, with respect to any criminal action or proceeding, he had no reasonable
cause to believe his conduct was unlawful.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      II-2
ITEM 8. EXHIBITS.

         The Corporation hereby undertakes to submit the Plan and any amendment
thereto to the Internal Revenue Service (the "IRS") in a timely manner in order
to obtain a determination letter that the Plan is qualified under Section 401 of
the Internal Revenue Code of 1986, as amended, and to make any changes in the
Plan required by the IRS in order to obtain such a determination letter.

         The following exhibits are filed with or incorporated by reference into
this Registration Statement (numbering corresponds to Exhibit Table in Item 601
of Regulation S-K):
EXHIBIT NO.           DESCRIPTION
-----------           -----------
4.1                   Article IV of Restated Certificate of Incorporation of the Corporation (incorporated by
                      reference to Exhibit F to the Corporation's Registration Statement on Form 8-A, file no.
                      1-10026, declared effective by the Commission on August 26, 1988 (as to The Pacific Stock
                      Exchange, Inc.) and on September 7, 1988 (as to The New York Stock Exchange, Inc.))

5.1                   Opinion of Thomas H. Hagoort as to the legality of the issuance of the Shares*

23.1                  Consent of Thomas H. Hagoort (included in the opinion filed as Exhibit 5.1).

23.2                  Consent of PricewaterhouseCoopers LLP, Independent Accountants*

24.1                  Power of Attorney (included on signature page)
* Filed electronically herewith.

                                      II-3
ITEM 9. UNDERTAKINGS.

(a)      The Corporation hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                           (i) to include any prospectus required by Section
                     10(a)(3) of the Securities Act;

                           (ii) to reflect in the prospectus any facts or events
                     arising after the effective date of this Registration
                     Statement (or the most recent post-effective amendment
                     thereof) which, individually or in the aggregate, represent
                     a fundamental change in the information set forth in this
                     Registration Statement;

                           (iii) to include any material information with
                     respect to the plan of distribution not previously
                     disclosed in this Registration Statement or any material
                     change to such information in this Registration Statement;

                  provided, however, that paragraphs (1)(i) and (1)(ii) do not
                  apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with the Commission by the Corporation
                  pursuant to Section 13 or Section 15(d) of the Exchange Act
                  that are incorporated by reference in this Registration
                  Statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial BONA
                  FIDE offering thereof; and

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

(b)      The Corporation hereby undertakes that, for purposes of determining any
         liability under the Securities Act, each filing of the Corporation's
         annual report pursuant to Section 13(a) or Section 15(d) of the
         Exchange Act (and, where applicable, each filing of an employee benefit
         plan's annual report pursuant to Section 15(d) of the Exchange Act)
         that is incorporated by reference in this Registration Statement shall
         be deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at the time shall
         be deemed to be the initial BONA FIDE offering thereof.

(h)      Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors, officers and controlling persons of
         the Corporation pursuant to the foregoing provisions, or otherwise, the
         Corporation has been advised that in the opinion of the Commission such
         indemnification is against public policy as expressed in the Securities
         Act and is, therefore, unenforceable. In the event that a claim for
         indemnification against such liabilities (other than the payment by the
         Corporation of expenses incurred or paid by a director, officer or
         controlling person of the Corporation in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the Corporation will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Securities Act and will
         be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act, the Corporation
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Albany, State of New York, on this 28th day of
December, 2001.

                                    ALBANY INTERNATIONAL CORP.

                                    By:         /s/ MICHAEL C. NAHL
                                       ----------------------------------------
                                       Name: Michael C. Nahl
                                       Title: Senior Vice President and Chief
                                              Financial Officer

         Pursuant to the requirements of the Securities Act, the trustees of the
Plan(or other persons who administer the Plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Albany, State of New York, on this 28th day of
December, 2001.

                                    ALBANY INTERNATIONAL CORP.
                                    PROSPERITY PLUS SAVINGS PLAN

                                    By:      /s/ CHARLES B. BUCHANAN
                                       ----------------------------------------
                                       Name: Charles B. Buchanan
                                       Title: Member of the Employee Benefits
                                              Committee

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Albany International Corp., a Delaware corporation ("the
Company"), hereby constitutes and appoints Michael C. Nahl, Richard A.
Carlstrom, Thomas H. Hagoort, David C. Michaels, John C. Treanor and Charles J.
Silva, and each of them with full power to act without the others, his or her
true and lawful attorneys-in-fact and agents, with full and several power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended ("the Securities Act") relating to the
Company's Prosperity Plus Savings Plan, and any and all amendments (including
post-effective amendments) thereto, and any or all other exhibits and documents
relating thereto, with power where appropriate to affix the corporate seal of
the Company thereto and to attest said seal, with the Securities and Exchange
Commission ("the SEC"), and generally to do all such things in his or her name
and in his or her capacity as an officer or director of the Company to enable
the Company to comply with the provisions of the Securities Act, and all other
requirements of the SEC, hereby granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         The appointment of any attorney-in-fact and agent hereunder shall
automatically terminate at such time as such attorney-in-fact and agent ceases
to be an officer of the Company. Any of the undersigned may terminate the
appointment of any of his or her attorneys-in-fact and agents hereunder by
delivering written notice thereof to the Company.

                                      II-5
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed below by the following persons in the
capacities and on the dates indicated:
TITLE                                 SIGNATURE                           DATE
           -----                                 ---------                           ----
Chairman of the Board and Chief              /s/ FRANK R. SCHMELER              DECEMBER 28, 2001
Executive Officer                            ------------------------      --------------------------
(Principal Executive Officer)                  Frank R. Schmeler

Senior Vice President and Chief              /s/ MICHAEL C. NAHL                DECEMBER 28, 2001
Financial Officer                            ------------------------      --------------------------
(Principal Financial Officer)                  Michael C. Nahl

Vice President--Controller                   /s/ RICHARD A. CARLSTROM           DECEMBER 28, 2001
(Principal Accounting Officer)               ------------------------       --------------------------
                                               Richard A. Carlstrom

Director                                               *                        DECEMBER 28, 2001
                                             ------------------------       --------------------------
                                               Thomas R. Beecher Jr.

Director                                               *                        DECEMBER 28, 2001
                                             ------------------------       --------------------------
                                                Charles B. Buchanan

Director                                               *                        DECEMBER 28, 2001
                                             ------------------------       --------------------------
                                                Erland E. Kailbourne

Director                                               *                        DECEMBER 28, 2001
                                             ------------------------       --------------------------
                                              Joseph G. Morone, Ph.D.

Director                                               *                        DECEMBER 28, 2001
                                             ------------------------       --------------------------
                                                 Francis L. McKone

Director                                               *                        DECEMBER 28, 2001
                                             ------------------------       --------------------------
                                               Christine L. Standish

Director                                               *                        DECEMBER 28, 2001
                                             ------------------------       --------------------------
                                                 Allan Stenshamn

Director                                               *                        DECEMBER 28, 2001
                                             ------------------------       --------------------------
                                                 Barbara P. Wright

Director                                               *                        DECEMBER 28, 2001
                                             ------------------------       --------------------------
                                                 John C. Standish

Director                                               *                        DECEMBER 28, 2001
                                             ------------------------       --------------------------
                                               James L. Ferris Ph.D.
By:      /s/ MICHAEL C. NAHL
                                                 -------------------------------
                                                         Michael C. Nahl
                                                         Attorney-in-Fact

                                      II-6
INDEX TO EXHIBITS
EXHIBIT NO.   DESCRIPTION                                               METHOD OF FILING
-----------   -----------                                               ----------------
4.1        Article IV of Restated Certificate of         Filed as Exhibit F to the Corporation's
              Incorporation of the Corporation              Registration Statement on Form 8-A,
                                                            file no. 1-10026, declared effective by
                                                            the Commission on August 26, 1988 (as
                                                            to The Pacific Stock Exchange, Inc.)
                                                            and on September 7, 1988 (as to The New
                                                            York Stock Exchange, Inc.) and
                                                            incorporated herein by reference

   5.1        Opinion of Thomas H. Hagoort as to the             Filed electronically herewith
              legality of the issuance of the Shares

  23.1        Consent of Thomas H. Hagoort                          Included in Exhibit 5.1

  23.2        Consent of PricewaterhouseCoopers LLP,             Filed electronically herewith
              Independent Accountants

  24.1        Power of Attorney (included on signature                   Filed herewith
                 page)