SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

           -----------------------------------------------------------

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

           -----------------------------------------------------------

                           ALBANY INTERNATIONAL CORP.
               (Exact name of issuer as specified in its charter)


         DELAWARE                                      14-0462060
  (State of Incorporation)                    (IRS Employer Identification No.)
                   PO Box 1907, Albany, New York 12201 - 1907
                    (Address of principal executive offices)

           -----------------------------------------------------------

                           ALBANY INTERNATIONAL CORP.
                             1998 STOCK OPTION PLAN
                            (Full title of the Plan)

   THOMAS H. HAGOORT, Secretary and General Counsel, Albany International Corp.
                P.O. Box 1907, Albany, New York 12201 - 1907
                               (518) 445-2200
           (Name, address and telephone number of agent for service)

           -----------------------------------------------------------
                       CALCULATION OF REGISTRATION FEE
           -----------------------------------------------------------




                                          Proposed        Proposed
                                           maximum        maximum
                           Amount         offering       aggregate   Amount of
 Title of securities       to be           price         offering   registration
  to be registered       registered       per share        price        fee
--------------------------------------------------------------------------------
Class A Common        3,000,000 shares   14.46875(1)   $43,406,250   $13,153.41
Stock, $.001 par
value
--------------------------------------------------------------------------------

(1)      Calculated,  solely for the purpose of determining the registration fee
         and  pursuant to Rule  457(h),  on the basis of the average of the high
         and low prices of the  issuer's  Class A Common  Stock  reported on the
         Composite  Tape for the New York  Stock  Exchange  as of October 27,
         1999.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
           -----------------------------------------------------------

Item 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following  documents are incorporated by reference in this
Registration  Statement:  (a) the annual report on Form 10-K for the fiscal year
ended December 31, 1998 of Albany  International Corp. (the "Company");  (b) the
Company's quarterly reports on Form 10-Q for the fiscal quarters ended March 31,
1999 and June 30, 1999;  and (c) the  Company's  registration  statement on Form
8-A,  dated August 18, 1988,  filed  pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  describing the Company's
Common Stock.

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

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 securities being registered referred to in Item 8 hereof, is the
Company's  General  Counsel  and is a full  time  Company  employee.  He is also
eligible to receive  options  issued under the 1998 Stock  Option  Plan,  at the
discretion of the Committee (as defined in the Plan).

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 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.
<PAGE>

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

                  Article V of the Company's  By-Laws  requires that the Company
indemnify,  to the fullest  extent  permitted by law,  each person  serving as a
director of the Company or of a  majority-owned  subsidiary of the Company or of
any other  enterprise  at the  request  of the  Company in  connection  with any
action,  suit or proceeding  brought against such person by reason of his status
as such a director or arising from any other function  (including  service as an
officer) performed by such person for the Company,  such a subsidiary or such an
enterprise;  PROVIDED,  HOWEVER,  that such indemnification is inapplicable if a
judgment or other final adjudication adverse to such person establishes that (i)
the acts of such person to which such action,  suit or  proceeding  relates were
the result of active and deliberate  dishonesty by such person and were material
to such action, suit or proceeding,  or (ii) such person personally gained, as a
result  of the acts of such  person to which  such  action,  suit or  proceeding
relates,  a financial  profit or other  financial  advantage to which he was not
legally entitled.

                  Article VI of the  Company's  By-Laws  permits  the Company to
indemnify,  to the fullest  extent  permitted by law, each person  serving as an
officer,  employee or agent of the Company or of a majority-owned  subsidiary of
the Company or any other  enterprise at the request of the Company in connection
with any suit, action or proceeding brought against such person by reason of his
status as such an officer,  employee or agent or arising from any other function
performed  by  such  person  for  the  Company,  such a  subsidiary  or  such an
enterprise; PROVIDED, HOWEVER, that such permissive indemnification of officers,
employees  and agents is  inapplicable  in  circumstances  analogous to those in
which mandatory indemnification of directors is inapplicable.

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

Item 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

Item 8.           EXHIBITS

                  EXHIBIT NO.       EXHIBIT
                  ----------        --------
                  4.1*              Article IV of Restated Certificate of
                                    Incorporation of Registrant

                  5.1               Opinion of Thomas H. Hagoort, as to the
                                    legality of the issuance of the Class A
                                    Common Stock offered hereby

                  10(m)(vi)         1998 Stock Option Plan **

                  23.1              Consent of PricewaterhouseCoopers LLP

                  23.2              Consent of Thomas H. Hagoort
                                    (included in Exhibit 5.1)

                  25                Power of Attorney

---------------------------------
* Incorporated by reference to Exhibit F to the Registrant's Registration
  Statement on Form 8-A, file no.1-10026, declared effective by the Securities
  and Exchange 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.).

**Incorporated by reference to Exhibit 10(m)(vi) of the Registrant's Annual
  Report on Form 10-K for the fiscal year ended December 31, 1998.
<PAGE>


Item 9.           UNDERTAKINGS

                  The undersigned  registrant  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 of 1933 (the "Securities  Act"),  (ii)
to reflect in the  prospectus  any facts or events  arising  after the effective
date of the 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 the Registration Statement  (notwithstanding the
foregoing,  any  increase or decrease  in volume of  securities  offered (if the
total  dollar  value of  securities  offered  would not  exceed  that  which was
registered) and any deviation from the low or high end of the estimated  maximum
offering  range  may be  reflected  in the  form of  prospectus  filed  with the
Commission  pursuant to Rule 424(b) if, in the aggregate,  the changes in volume
and price  represent  no more than 20 percent  change in the  maximum  aggregate
offering price set forth in the  "Calculation of Registration  Fee" table in the
effective Registration Statement), and (iii) to include any material information
with  respect  to the  plan of  distribution  not  previously  disclosed  in the
Registration  Statement  or any  material  change  to  such  information  in the
Registration  Statement,  PROVIDED,  HOWEVER, that the foregoing clauses (i) and
(ii) do not apply if the information required to be included in a post-effective
amendment  by such  clauses  is  contained  in  periodic  reports  filed  by the
registrant  pursuant  to  Sections  13 or  15(d)  of the  Exchange  Act that are
incorporated  by  reference  in the  Registration  Statement;  (2)  that for the
purpose  of  determining  any  liability  under the  Securities  Act,  each such
post-effective  amendment  and each  filing of the  registrant's  annual  report
pursuant to Sections 13(a) or 15(d) of the Exchange Act that is  incorporated by
reference in the Registration Statement 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.

                  Insofar as indemnification  for liabilities  arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant,  the  registrant has been advised that in the opinion of the
Securities and Exchange 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 registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant 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 registrant 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.

<PAGE>

                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the registrant 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 to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Menands, State of New York on the 1st day of
November, 1999.


                           ALBANY INTERNATIONAL CORP.


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

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement has been signed below by the following  persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S>                                  <C>                              <C>
             Signature                             Title                        Date
           -------------                           ------                       ------

               *                     Chairman of the Board and Chief
---------------------------------    Executive Officer (Principal        November 1, 1999
(Francis L. McKone)                  Executive Officer)

                                     Senior Vice President and Chief
   /s/  Michael C. Nahl              Financial Officer (Principal        November 1, 1999
-----------------------------
(Michael C. Nahl)                    Financial Officer)

               *                     Vice President, Controller          November 1, 1999
---------------------------------    (Principal Accounting Officer)
(Richard A. Carlstrom)

               *                     President and Chief Operating       November 1, 1999
---------------------------------    Officer
(Frank R. Schmeler)

               *
---------------------------------    Director                            November 1, 1999
(Thomas R. Beecher, Jr.)

               *
---------------------------------    Director                            November 1, 1999
(Charles B. Buchanan)

               *
---------------------------------    Director                            November 1, 1999
(Joseph G. Morone)

               *
---------------------------------    Director                            November 1, 1999
(Christine L. Standish)
<PAGE>

               *
---------------------------------    Director                            November 1, 1999
(Allan Stenshamn)

               *
---------------------------------    Director                            November 1, 1999
(Barbara P. Wright)


---------------------------------    Director                            November 1, 1999
(Erland E. Kailbourne)

</TABLE>


* By
            /s/  Michael C. Nahl
            --------------------
         Michael C. Nahl
         Attorney-in-Fact



<PAGE>

                                  EXHIBIT INDEX


EXHIBIT             DESCRIPTION
-----------       --------------------------------------------------------------

4.1               Article IV of Restated Certificate of Incorporation of
                  Registrant (incorporated by reference to Exhibit F to the
                  Registrant's Registration Statement on Form 8-A, file
                  no. 1-10026), declared effective by the Securities and
                  Exchange Commission on August 26, 1988 (as to The
                  Pacific Stock Exchange, Inc.) and on September 7, 1998
                  (as to The New York Stock Exchange, Inc.)

5.1               Opinion of Thomas H. Hagoort

10(m)(vi)         Incorporated by reference to Exhibit 10(m)(vi) to the
                  Registrant's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1998.

23.1              Consent of PricewaterhouseCoopers LLP

23.2              Consent of Thomas H. Hagoort (included in Exhibit 5.1)

25                Power of Attorney

<PAGE>

                                   EXHIBIT 5.1





                                                     November 1, 1999


Albany International Corp.
P.O. Box 1907
Albany, NY  12201-1907

         Re:      Albany International Corp. 1998 Stock Option Plan

Dear Ladies and Gentlemen:

         As  General   Counsel  of  Albany   International   Corp.,  a  Delaware
corporation  (the  "Corporation"),  I have advised the Corporation in connection
with the preparation and filing with the Securities and Exchange Commission (the
"Commission")  under the  Securities  Act of 1933, as amended (the "Act"),  of a
Registration Statement on Form S-8 (the "Registration  Statement"),  relating to
the registration of 3,000,000 shares of the Corporation's  Class A Common Stock,
$.001 par value (the  "Shares"),  that may be issued  upon  exercise  of options
granted pursuant to the Corporation's 1998 Stock Option Plan ("the 1998 Plan").

         In arriving at the opinions expressed below, I have examined and relied
on the originals or copies certified or otherwise  identified to my satisfaction
of all such corporate  records of the Corporation and such other instruments and
other  certificates of public  officials,  officers and  representatives  of the
Corporation and such other persons,  and I have made such investigations of law,
as I have deemed  appropriate as a basis for the opinions  expressed  below.  In
rendering  the opinions  expressed  below,  I have assumed and have not verified
that the  signatures on all documents  that I have examined are genuine and that
the certificates  evidencing the Shares will conform to the specimen certificate
that we have examined.

         Based on the foregoing, it is my opinion that:

                  1. The  Corporation  is validly  existing as a corporation  in
         good standing under the laws of the State of Delaware.

                  2. The  Shares  have been  duly  authorized  by all  necessary
         corporate action of the Corporation.

                  3. When the Shares are duly issued and delivered in accordance
         with the terms of the 1998  Plan,  the Shares  will be legally  issued,
         fully paid and non-assessable.

         I express no opinion  other  than as to the  federal  law of the United
States of America,  the law of the State of New York and the  corporation law of
the State of Delaware.

         I hereby  consent  to the  filing of this  opinion as an exhibit to the
Registration Statement.

                                                     Very truly yours,


                                                     /s/  Thomas H. Hagoort
<PAGE>


                                  EXHIBIT 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report  dated  January  28,  1999  relating to the
financial statements, which appears in the 1998 Annual Report to Shareholders of
Albany  International  Corp.,  which is  incorporated  by  reference  in  Albany
International Corp.'s Annual Report on Form 10-K for the year ended December 31,
1998.  We also  consent to the  incorporation  by  reference of our report dated
January 28, 1999 relating to the financial statement schedule, which appears in
such Annual Report on Form 10-K.


/s/ PricewaterhouseCoopers LLP
Albany, New York
November 1, 1999

<PAGE>


                                   EXHIBIT 25


                                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, 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 1998 Stock Option
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.
<PAGE>



        IN WITNESS  WHEREOF,  the  undersigned  have duly executed this Power of
Attorney this 12th day of May, 1998.



   /s/ Francis L. McKone                                /s/ Michael C. Nahl
   ---------------------                                -------------------
Francis L. McKone                                    Michael C. Nahl
Chairman of the Board and Chief                      Senior Vice President and
Executive Officer                                    Chief Financial Officer
(Principal Executive Officer)                      (Principal Financial Officer)



   /s/ Richard A. Carlstrom                           /s/ Thomas R. Beecher, Jr.
   ------------------------                           --------------------------
Richard A. Carlstrom                                  Thomas R. Beecher, Jr.
Controller                                            Director
(Principal Accounting Officer)



   /s/ Charles B. Buchanan                           /s/ Joseph G. Morone, Ph.D.
   -----------------------                           ---------------------------
Charles B. Buchanan                                   Joseph G. Morone, Ph.D.
Director                                              Director



   /s/ Frank R. Schmeler                               /s/ Christine L. Standish
   ---------------------                               -------------------------
Frank R. Schmeler                                     Christine L. Standish
President, Chief Operating Officer                    Director
and Director


   /s/ Allan Stenshamn                                 /s/ Barbara P. Wright
   -------------------                                 ---------------------
Allan Stenshamn                                       Barbara P. Wright
Director                                              Director
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25849}]
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SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

           -----------------------------------------------------------

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

           -----------------------------------------------------------

                           ALBANY INTERNATIONAL CORP.
               (Exact name of issuer as specified in its charter)

         DELAWARE                                      14-0462060
  (State of Incorporation)                    (IRS Employer Identification No.)
                   PO Box 1907, Albany, New York 12201 - 1907
                    (Address of principal executive offices)

           -----------------------------------------------------------

                           ALBANY INTERNATIONAL CORP.
                             1998 STOCK OPTION PLAN
                            (Full title of the Plan)

   THOMAS H. HAGOORT, Secretary and General Counsel, Albany International Corp.
                P.O. Box 1907, Albany, New York 12201 - 1907
                               (518) 445-2200
           (Name, address and telephone number of agent for service)

           -----------------------------------------------------------
                       CALCULATION OF REGISTRATION FEE
           -----------------------------------------------------------

                                          Proposed        Proposed
                                           maximum        maximum
                           Amount         offering       aggregate   Amount of
 Title of securities       to be           price         offering   registration
  to be registered       registered       per share        price        fee
--------------------------------------------------------------------------------
Class A Common        3,000,000 shares   14.46875(1)   $43,406,250   $13,153.41
Stock, $.001 par
value
--------------------------------------------------------------------------------

(1)      Calculated,  solely for the purpose of determining the registration fee
         and  pursuant to Rule  457(h),  on the basis of the average of the high
         and low prices of the  issuer's  Class A Common  Stock  reported on the
         Composite  Tape for the New York  Stock  Exchange  as of October 27,
         1999.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
           -----------------------------------------------------------

Item 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following  documents are incorporated by reference in this
Registration  Statement:  (a) the annual report on Form 10-K for the fiscal year
ended December 31, 1998 of Albany  International Corp. (the "Company");  (b) the
Company's quarterly reports on Form 10-Q for the fiscal quarters ended March 31,
1999 and June 30, 1999;  and (c) the  Company's  registration  statement on Form
8-A,  dated August 18, 1988,  filed  pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  describing the Company's
Common Stock.

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

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 securities being registered referred to in Item 8 hereof, is the
Company's  General  Counsel  and is a full  time  Company  employee.  He is also
eligible to receive  options  issued under the 1998 Stock  Option  Plan,  at the
discretion of the Committee (as defined in the Plan).

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

                  Article V of the Company's  By-Laws  requires that the Company
indemnify,  to the fullest  extent  permitted by law,  each person  serving as a
director of the Company or of a  majority-owned  subsidiary of the Company or of
any other  enterprise  at the  request  of the  Company in  connection  with any
action,  suit or proceeding  brought against such person by reason of his status
as such a director or arising from any other function  (including  service as an
officer) performed by such person for the Company,  such a subsidiary or such an
enterprise;  PROVIDED,  HOWEVER,  that such indemnification is inapplicable if a
judgment or other final adjudication adverse to such person establishes that (i)
the acts of such person to which such action,  suit or  proceeding  relates were
the result of active and deliberate  dishonesty by such person and were material
to such action, suit or proceeding,  or (ii) such person personally gained, as a
result  of the acts of such  person to which  such  action,  suit or  proceeding
relates,  a financial  profit or other  financial  advantage to which he was not
legally entitled.

                  Article VI of the  Company's  By-Laws  permits  the Company to
indemnify,  to the fullest  extent  permitted by law, each person  serving as an
officer,  employee or agent of the Company or of a majority-owned  subsidiary of
the Company or any other  enterprise at the request of the Company in connection
with any suit, action or proceeding brought against such person by reason of his
status as such an officer,  employee or agent or arising from any other function
performed  by  such  person  for  the  Company,  such a  subsidiary  or  such an
enterprise; PROVIDED, HOWEVER, that such permissive indemnification of officers,
employees  and agents is  inapplicable  in  circumstances  analogous to those in
which mandatory indemnification of directors is inapplicable.

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

Item 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

Item 8.           EXHIBITS

                  EXHIBIT NO.       EXHIBIT
                  ----------        --------
                  4.1*              Article IV of Restated Certificate of
                                    Incorporation of Registrant

                  5.1               Opinion of Thomas H. Hagoort, as to the
                                    legality of the issuance of the Class A
                                    Common Stock offered hereby

                  10(m)(vi)         1998 Stock Option Plan **

                  23.1              Consent of PricewaterhouseCoopers LLP

                  23.2              Consent of Thomas H. Hagoort
                                    (included in Exhibit 5.1)

                  25                Power of Attorney

---------------------------------
* Incorporated by reference to Exhibit F to the Registrant's Registration
  Statement on Form 8-A, file no.1-10026, declared effective by the Securities
  and Exchange 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.).

**Incorporated by reference to Exhibit 10(m)(vi) of the Registrant's Annual
  Report on Form 10-K for the fiscal year ended December 31, 1998.
Item 9.           UNDERTAKINGS

                  The undersigned  registrant  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 of 1933 (the "Securities  Act"),  (ii)
to reflect in the  prospectus  any facts or events  arising  after the effective
date of the 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 the Registration Statement  (notwithstanding the
foregoing,  any  increase or decrease  in volume of  securities  offered (if the
total  dollar  value of  securities  offered  would not  exceed  that  which was
registered) and any deviation from the low or high end of the estimated  maximum
offering  range  may be  reflected  in the  form of  prospectus  filed  with the
Commission  pursuant to Rule 424(b) if, in the aggregate,  the changes in volume
and price  represent  no more than 20 percent  change in the  maximum  aggregate
offering price set forth in the  "Calculation of Registration  Fee" table in the
effective Registration Statement), and (iii) to include any material information
with  respect  to the  plan of  distribution  not  previously  disclosed  in the
Registration  Statement  or any  material  change  to  such  information  in the
Registration  Statement,  PROVIDED,  HOWEVER, that the foregoing clauses (i) and
(ii) do not apply if the information required to be included in a post-effective
amendment  by such  clauses  is  contained  in  periodic  reports  filed  by the
registrant  pursuant  to  Sections  13 or  15(d)  of the  Exchange  Act that are
incorporated  by  reference  in the  Registration  Statement;  (2)  that for the
purpose  of  determining  any  liability  under the  Securities  Act,  each such
post-effective  amendment  and each  filing of the  registrant's  annual  report
pursuant to Sections 13(a) or 15(d) of the Exchange Act that is  incorporated by
reference in the Registration Statement 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.

                  Insofar as indemnification  for liabilities  arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant,  the  registrant has been advised that in the opinion of the
Securities and Exchange 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 registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant 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 registrant 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.
SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the registrant 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 to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Menands, State of New York on the 1st day of
November, 1999.

                           ALBANY INTERNATIONAL CORP.

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

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement has been signed below by the following  persons in
the capacities and on the dates indicated.
Signature                             Title                        Date
           -------------                           ------                       ------

               *                     Chairman of the Board and Chief
---------------------------------    Executive Officer (Principal        November 1, 1999
(Francis L. McKone)                  Executive Officer)

                                     Senior Vice President and Chief
   /s/  Michael C. Nahl              Financial Officer (Principal        November 1, 1999
-----------------------------
(Michael C. Nahl)                    Financial Officer)

               *                     Vice President, Controller          November 1, 1999
---------------------------------    (Principal Accounting Officer)
(Richard A. Carlstrom)

               *                     President and Chief Operating       November 1, 1999
---------------------------------    Officer
(Frank R. Schmeler)

               *
---------------------------------    Director                            November 1, 1999
(Thomas R. Beecher, Jr.)

               *
---------------------------------    Director                            November 1, 1999
(Charles B. Buchanan)

               *
---------------------------------    Director                            November 1, 1999
(Joseph G. Morone)

               *
---------------------------------    Director                            November 1, 1999
(Christine L. Standish)
*
---------------------------------    Director                            November 1, 1999
(Allan Stenshamn)

               *
---------------------------------    Director                            November 1, 1999
(Barbara P. Wright)

---------------------------------    Director                            November 1, 1999
(Erland E. Kailbourne)
* By
            /s/  Michael C. Nahl
            --------------------
         Michael C. Nahl
         Attorney-in-Fact
EXHIBIT INDEX

EXHIBIT             DESCRIPTION
-----------       --------------------------------------------------------------

4.1               Article IV of Restated Certificate of Incorporation of
                  Registrant (incorporated by reference to Exhibit F to the
                  Registrant's Registration Statement on Form 8-A, file
                  no. 1-10026), declared effective by the Securities and
                  Exchange Commission on August 26, 1988 (as to The
                  Pacific Stock Exchange, Inc.) and on September 7, 1998
                  (as to The New York Stock Exchange, Inc.)

5.1               Opinion of Thomas H. Hagoort

10(m)(vi)         Incorporated by reference to Exhibit 10(m)(vi) to the
                  Registrant's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1998.

23.1              Consent of PricewaterhouseCoopers LLP

23.2              Consent of Thomas H. Hagoort (included in Exhibit 5.1)

25                Power of Attorney
EXHIBIT 5.1

                                                     November 1, 1999

Albany International Corp.
P.O. Box 1907
Albany, NY  12201-1907

         Re:      Albany International Corp. 1998 Stock Option Plan

Dear Ladies and Gentlemen:

         As  General   Counsel  of  Albany   International   Corp.,  a  Delaware
corporation  (the  "Corporation"),  I have advised the Corporation in connection
with the preparation and filing with the Securities and Exchange Commission (the
"Commission")  under the  Securities  Act of 1933, as amended (the "Act"),  of a
Registration Statement on Form S-8 (the "Registration  Statement"),  relating to
the registration of 3,000,000 shares of the Corporation's  Class A Common Stock,
$.001 par value (the  "Shares"),  that may be issued  upon  exercise  of options
granted pursuant to the Corporation's 1998 Stock Option Plan ("the 1998 Plan").

         In arriving at the opinions expressed below, I have examined and relied
on the originals or copies certified or otherwise  identified to my satisfaction
of all such corporate  records of the Corporation and such other instruments and
other  certificates of public  officials,  officers and  representatives  of the
Corporation and such other persons,  and I have made such investigations of law,
as I have deemed  appropriate as a basis for the opinions  expressed  below.  In
rendering  the opinions  expressed  below,  I have assumed and have not verified
that the  signatures on all documents  that I have examined are genuine and that
the certificates  evidencing the Shares will conform to the specimen certificate
that we have examined.

         Based on the foregoing, it is my opinion that:

                  1. The  Corporation  is validly  existing as a corporation  in
         good standing under the laws of the State of Delaware.

                  2. The  Shares  have been  duly  authorized  by all  necessary
         corporate action of the Corporation.

                  3. When the Shares are duly issued and delivered in accordance
         with the terms of the 1998  Plan,  the Shares  will be legally  issued,
         fully paid and non-assessable.

         I express no opinion  other  than as to the  federal  law of the United
States of America,  the law of the State of New York and the  corporation law of
the State of Delaware.

         I hereby  consent  to the  filing of this  opinion as an exhibit to the
Registration Statement.

                                                     Very truly yours,

                                                     /s/  Thomas H. Hagoort
EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report  dated  January  28,  1999  relating to the
financial statements, which appears in the 1998 Annual Report to Shareholders of
Albany  International  Corp.,  which is  incorporated  by  reference  in  Albany
International Corp.'s Annual Report on Form 10-K for the year ended December 31,
1998.  We also  consent to the  incorporation  by  reference of our report dated
January 28, 1999 relating to the financial statement schedule, which appears in
such Annual Report on Form 10-K.

/s/ PricewaterhouseCoopers LLP
Albany, New York
November 1, 1999
EXHIBIT 25

                                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, 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 1998 Stock Option
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.
IN WITNESS  WHEREOF,  the  undersigned  have duly executed this Power of
Attorney this 12th day of May, 1998.

   /s/ Francis L. McKone                                /s/ Michael C. Nahl
   ---------------------                                -------------------
Francis L. McKone                                    Michael C. Nahl
Chairman of the Board and Chief                      Senior Vice President and
Executive Officer                                    Chief Financial Officer
(Principal Executive Officer)                      (Principal Financial Officer)

   /s/ Richard A. Carlstrom                           /s/ Thomas R. Beecher, Jr.
   ------------------------                           --------------------------
Richard A. Carlstrom                                  Thomas R. Beecher, Jr.
Controller                                            Director
(Principal Accounting Officer)

   /s/ Charles B. Buchanan                           /s/ Joseph G. Morone, Ph.D.
   -----------------------                           ---------------------------
Charles B. Buchanan                                   Joseph G. Morone, Ph.D.
Director                                              Director

   /s/ Frank R. Schmeler                               /s/ Christine L. Standish
   ---------------------                               -------------------------
Frank R. Schmeler                                     Christine L. Standish
President, Chief Operating Officer                    Director
and Director

   /s/ Allan Stenshamn                                 /s/ Barbara P. Wright
   -------------------                                 ---------------------
Allan Stenshamn                                       Barbara P. Wright
Director                                              Director