ALBANY INTERNATIONAL CORP /DE/
10-Q, 1996-10-28
BROADWOVEN FABRIC MILLS, MAN MADE FIBER & SILK
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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                Form 10-Q

            (x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) 
                 OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarter ended: September 30, 1996
                                       ------------------

                                   OR

            ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 
                 OF THE SECURITIES EXCHANGE ACT OF 1934

            For the transition period from __________ to __________

                      Commission file number: 0-16214
                                              --------








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

              Delaware                                14-0462060
              --------                                ----------
(State or other jurisdiction of            (IRS Employer Identification No.)
incorporation or organization)

1373 Broadway, Albany, New York                                  12204
- -------------------------------                                  -----
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code         518-445-2200
                                                           ------------





Indicate by check mark whether the registrant(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such  reports,) and (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No



The  registrant had  24,796,261  shares of Class A Common  Stock and  5,615,563
shares of Class B Common Stock outstanding as of September 30, 1996.
<PAGE>
                              ALBANY INTERNATIONAL CORP.

                                        INDEX
                                                                     Page No.
                                                                    ---------




Financial information

Part 1
Item 1.  Financial Statements

Consolidated statements of income and retained earnings -  
three months and nine months ended September 30, 1996 and 1995             1

Consolidated balance sheets - September 30, 1996 and December 31, 1995     2

Consolidated statements of cash flows - nine months ended 
September 30, 1996 and 1995                                                3

Notes to consolidated financial statements                               4-5

Item 2.  Management's Discussion and Analysis of Financial 
Condition and Results of Operations                                      6-7

Part 2

Other information

Item 6. Exhibits and Reports on Form 8-K                                   8

<PAGE>


                                Item 1. Financial Statements

                                   ALBANY INTERNATIONAL CORP.
                      CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
                                          (unaudited)

                                (in thousands except per share data)


<TABLE>
<CAPTION>



   Three Months Ended                                                                        Nine Months Ended
      September 30,                                                                            September 30,    
    <C>           <C>    <S>                                                              <C>           <C>
                                                                                               
    1996          1995                                                                     1996          1995
    ----          ----                                                                     ----          ----

   $169,821      $162,014  Net sales                                                      $509,969      $482,980
     98,068        94,212  Cost of goods sold                                              296,050       281,414
     ------        ------                                                                  -------       -------

     71,753        67,802  Gross profit                                                    213,919       201,566
     47,580        43,746     Selling, technical and general expenses                      146,152       134,833
     ------        ------                                                                  -------       -------

     24,173        24,056  Operating income                                                 67,767        66,733
      3,706         4,948     Interest expense, net                                         12,221        15,591
        602           223     Other expense, net                                               574           437
        ---           ---                                                                      ---           ---

     19,865        18,885  Income before income taxes                                       54,972        50,705
      7,747         7,354     Income taxes                                                  21,441        20,082
      -----         -----                                                                   ------        ------

     12,118        11,531  Income before associated companies                               33,531        30,623
        225            81    Equity in earnings of associated companies                        112           309
        ---            --                                                                      ---           ---

     12,343        11,612  Income before extraordinary item                                 33,643        30,932
                              Extraordinary loss on early extinguishment of debt,
          -             -        net of tax of $828                                          1,296             -
          -             -                                                                    -----           ---

     12,343        11,612  Net income                                                       32,347        30,932

    185,013       153,417   Retained earnings, beginning of period                         171,082       139,740
      3,041         3,034   Less dividends                                                   9,114         8,677
      -----         -----                                                                    -----         -----

   $194,315      $161,995   Retained earnings, end of period                              $194,315      $161,995
   ========      =========                                                                =========     ========

                           Income/(loss) per common share:
                              Primary:
      $0.41         $0.39        Income before extraordinary item                            $1.11         $1.03
          -             -        Extraordinary loss on early extinguishment of debt          (0.04)            -
        ---           ---                                                                    ------          ---
      $0.41         $0.39        Net income                                                  $1.07         $1.03
      ======        ======                                                                   =======       ======
                              Fully diluted:
      $0.41         $0.36        Income before extraordinary item                            $1.11         $0.97
          -             -        Extraordinary loss on early extinguishment of debt          (0.04)            -
        ---           ---                                                                    ------          ---
      $0.41         $0.36        Net income                                                  $1.07         $0.97
      ======        ======                                                                   ======        ======

      $0.10         $0.10   Dividends per common share                                       $0.30       $0.2875
      ======        ======                                                                   ======      ========

 30,388,252    30,296,327   Weighted average number of shares                           30,340,740    30,153,643
 ===========   ===========                                                              ===========   ===========


 The accompanying notes are an integral part of the financial statements.
                 

                                       1
<PAGE>
                                             ALBANY INTERNATIONAL CORP.
                                            CONSOLIDATED BALANCE SHEETS
                                                  (in thousands)
                                                                               (unaudited)
                                                                              September 30,          December 31,
                                                                                  1996                   1995
<S>                                                                         <C>                    <C>
                                                                             ----------------       ----------------
ASSETS
  Cash and cash equivalents                                                           $9,166                 $7,609
  Accounts receivable, net                                                           170,826                170,415
  Inventories:
    Finished goods                                                                    96,466                 88,378
    Work in process                                                                   44,240                 42,480
    Raw material and supplies                                                         31,819                 30,523
                                                                             ----------------       ----------------
                                                                                     172,525                161,381
  Deferred taxes and prepaid expenses                                                 19,151                 19,095
                                                                             ----------------       ----------------
      Total current assets                                                           371,668                358,500
  Property, plant and equipment, net                                                 339,352                342,150
  Investments in associated companies                                                  2,012                  2,366
  Intangibles                                                                         30,872                 31,682
  Deferred taxes                                                                      32,720                 28,537
  Other assets                                                                        35,719                 33,290
                                                                             ----------------       ----------------
      Total assets                                                                  $812,343               $796,525
                                                                             ================       ================

LIABILITIES AND SHAREHOLDERS' EQUITY
  Notes and loans payable                                                            $73,506                $16,268
  Accounts payable                                                                    25,979                 35,262
  Accrued liabilities                                                                 56,656                 59,301
  Current maturities of long-term debt                                                 2,366                    985
  Income taxes payable and deferred                                                   21,227                 12,067
                                                                             ----------------       ----------------
      Total current liabilities                                                      179,734                123,883
  Long-term debt                                                                     185,852                245,265
  Other noncurrent liabilities                                                        99,651                100,268
  Deferred taxes and other credits                                                    25,048                 24,812
                                                                             ----------------       ----------------
      Total liabilities                                                              490,285                494,228
                                                                             ----------------       ----------------
SHAREHOLDERS' EQUITY
  Preferred stock, par value $5.00 per share;
    authorized 2,000,000 shares; none issued                                               -                      -
  Class A Common Stock, par value $.001 per share;
    authorized 100,000,000 shares; issued
    24,847,173 in 1996 and 24,841,173 in 1995                                             25                     25
  Class B Common Stock, par value $.001 per share;
    authorized 25,000,000 shares; issued and
    outstanding 5,615,563 in 1996 and 1995                                                 6                      6
  Additional paid in capital                                                         176,654                176,345
  Retained earnings                                                                  194,315                171,082
  Translation adjustments                                                            (36,051)               (30,580)
  Pension liability adjustment                                                       (12,382)               (12,382)
                                                                             ----------------       ----------------
                                                                                     322,567                304,496
  Less treasury stock (Class A), at cost (50,912 shares
    in 1996; 143,589 shares in 1995)                                                     509                  2,199
                                                                             ----------------       ----------------
      Total shareholders' equity                                                     322,058                302,297
                                                                             ----------------       ----------------
      Total liabilities and shareholders' equity                                    $812,343               $796,525
                                                                             ================       ================


   The accompanying notes are an integral part of the financial statements.
       

                                       2
<PAGE>
                                                  ALBANY INTERNATIONAL CORP.
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                        (unaudited)
                                                      (in thousands)
                                                                                                 Nine Months Ended
                                                                                                   September 30,

     <S>                                                                               <C>                <C> 
                                                                                              1996               1995
                                                                                        -----------------  -----------------
     OPERATING ACTIVITIES
     Net income                                                                                  $32,347            $30,932
     Adjustments to reconcile net cash provided by operating activities:
         Equity in earnings of associated companies                                                 (112)              (309)
         Depreciation and amortization                                                            34,488             32,385
         Accretion of convertible subordinated debentures                                            353              1,221
         Provision for deferred income taxes, other credits and long-term liabilities             (3,375)             5,344
         Increase in cash surrender value of life insurance, net of premiums paid                   (265)            (1,400)
         Unrealized currency transaction losses                                                      263                540
         Loss/(gain) on disposition of assets                                                        430               (110)
         Tax benefit of options exercised                                                              -                579
         Treasury shares contributed to ESOP                                                       4,450              2,751
         Loss on early extinguishment of debt                                                      1,296                  -
     Changes in operating assets and liabilities:
         Accounts receivable                                                                        (675)           (14,082)
         Inventories                                                                             (11,144)           (13,008)
         Prepaid expenses                                                                         (1,588)               689
         Accounts payable                                                                         (9,283)            (6,271)
         Accrued liabilities                                                                      (1,107)             1,906
         Income taxes payable                                                                      9,490                130
         Other, net                                                                               (3,144)            (5,829)
                                                                                        -----------------  -----------------
         Net cash provided by operating activities                                                52,424             35,468
                                                                                        -----------------  -----------------

     INVESTING ACTIVITIES
         Purchases of property, plant and equipment                                              (34,342)           (30,874)
         Purchased software                                                                       (1,566)            (1,225)
         Proceeds from sale of assets                                                              2,095              1,975
         Acquisitions, net of cash acquired                                                            -             (7,474)
         Premiums paid for life insurance                                                         (1,193)                 -
                                                                                        -----------------  -----------------
         Net cash used in investing activities                                                   (35,006)           (37,598)
                                                                                        -----------------  -----------------

     FINANCING ACTIVITIES
         Proceeds from borrowings                                                                215,878             19,404
         Principal payments on debt                                                             (217,107)            (8,151)
         Proceeds from options exercised                                                             101              4,375
         Purchases of treasury shares                                                             (2,552)              (874)
         Investment in associated company                                                              -               (915)
         Dividends paid                                                                           (9,104)            (8,270)
                                                                                        -----------------  -----------------
         Net cash (used)/provided by financing activities                                        (12,784)             5,569
                                                                                        -----------------  -----------------

     Effect of exchange rate changes on cash                                                      (3,077)             1,675
                                                                                        -----------------  -----------------

     Increase in cash and cash equivalents                                                         1,557              5,114
     Cash and cash equivalents at beginning of year                                                7,609                228
                                                                                        -----------------  -----------------
     Cash and cash equivalents at end of period                                                   $9,166             $5,342
                                                                                        =================  =================

     The accompanying notes are an integral part of the financial statements.

</TABLE>

                                       3
<PAGE>
                                  ALBANY INTERNATIONAL CORP.
                           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  Management Opinion

         In the opinion of management the  accompanying  unaudited  consolidated
financial  statements  contain  all  adjustments,  consisting  of  only  normal,
recurring  adjustments,  necessary for a fair  presentation  of results for such
periods.  The results for any interim period are not  necessarily  indicative of
results for the full year. Certain information and footnote disclosures normally
included in financial  statements prepared in accordance with generally accepted
accounting principles have been omitted. These consolidated financial statements
should be read in conjunction  with  financial  statements and notes thereto for
the year ended December 31, 1995.

2.  Other Expense, Net

         Included in other expense,  net for the nine months ended  September 30
are: currency transactions,  $1.7 million income in 1996 and $1.8 million income
in 1995,  debt  related  costs,  $.8  million in 1996 and $1.2  million in 1995,
interest rate protection agreements,  $.8 million income in 1996 and $.6 million
income in 1995 and other miscellaneous  expenses, none of which are significant,
in 1996 and 1995.

         Included in other expense,  net for the three months ended September 30
are: currency  transactions,  $.2 million expense in 1996 and $.9 million income
in 1995,  debt  related  costs,  $.3  million  in 1996 and $.5  million in 1995,
interest  rate  protection  agreements,  $.5  million  income  in 1996 and other
miscellaneous expenses, none of which are significant, in 1996 and 1995.

3.  Earnings Per Share

         Primary  earnings  per share on common  stock  are  computed  using the
weighted  average  number  of  shares  of  Class  A and  Class  B  Common  Stock
outstanding  during each year.  Options granted under the Company's stock option
plans were not dilutive to primary  earnings per share at September 30, 1996 and
1995.  As  discussed in Note 5, the  convertible  subordinated  debentures  were
redeemed in March 1996 and  therefore  excluded from the 1996 earnings per share
calculation.  The  convertible  subordinated  debentures  are not  common  stock
equivalents  and did not affect 1995 primary  earnings per share.  At Septemnber
30, 1995, the combined  effect of the options and the  convertible  subordinated
debentures were dilutive and were therefore included in the computation of fully
diluted earnings per share.  The weighted average number of shares  outstanding,
assuming full dilution,  for the three and nine months ended  September 30, 1995
was 36,663,381 and  36,441,128,  respectively.  Net income for the fully diluted
earnings per share calculation, assuming interest savings from the conversion of
the subordinated  debentures,  for the three and nine months ended September 30,
1995 was $13.0 million and $35.2 million, respectively.


4.  Income Taxes

         The Company's  effective  tax rate for the nine months ended  September
30,  1996  was  39% as  compared  to 40% for  the  same  period  last  year  and
approximates the anticipated effective tax rate for the full year 1996.

                                       4
<PAGE>

5.  Debt

         In  February  1996,  the  Company  amended its  existing  $150  million
revolving credit  agreement,  with its principal banks in the United States,  to
increase the banks'  commitment to $300 million with more favorable  terms.  The
banks'  commitment  will decline to $150 million in 2001 with the final maturity
in 2002. The terms of the revolving credit agreement  include a facility fee and
allow the Company to select from various loan pricing options.

         On March  15,  1996,  the  Company  redeemed  the $150  million,  5.25%
convertible  subordinated  debentures  at a  redemption  price of 91.545%.  This
redemption  resulted in an extraordinary  charge of approximately  $1.3 million,
net of tax.

6.  Supplementary Cash Flow Information

         Interest paid for the nine months ended September 30, 1996 and 1995 was
$14.7 million and $17.4 million, respectively.

         Taxes paid for the nine months  ended  September  30, 1996 and 1995 was
$13.2 million and $8.1 million, respectively.

7.  Acquisition

         In August  1996,  the Company  entered  into an  agreement  to purchase
substantially  all of the assets of Schieffer Door Systems,  a  manufacturer  of
high-speed,   high-performance   industrial   doors  located  in  Germany,   for
approximately  $25  million.  The Company has received  government  approval and
plans to close on the transaction in November 1996.

                                       5
<PAGE>


                         Item 2. Management's Discussion and Analysis
                        of Financial Condition and Results of Operations

                    For the Three and Nine Months Ended September 30, 1996

The following  discussion  should be read in conjunction  with the  accompanying
Consolidated Financial Statements and Notes thereto.

RESULTS OF OPERATIONS:

Net sales for the three months ended  September 30, 1996 increased 4.8% compared
to the same period in 1995.  The effect of the stronger U.S.  dollar as compared
to the  third  quarter  of 1995  was to  decrease  net  sales  by $1.3  million.
Excluding this effect, third quarter net sales increased 5.6% over 1995. For the
three months ended  September 30, 1996,  net sales  increased in all  geographic
regions except Canada.

Net sales increased 5.6% to $510 million for the nine months ended September 30,
1996  compared  with the same  period  in 1995.  Dollar  rate  effects  were not
significant.  For the nine months ended  September 30, 1996,  sales increased in
all  geographic  regions.  The sales gains were made despite a 4.7% reduction in
paper production and a 2.8% reduction in board production  during the first nine
months of 1996 in the United States.  In Europe,  total  production of paper and
board in  Western  Europe  fell in the first nine  months of 1996,  but there is
evidence that strengthening is beginning in some paper grades.

Gross  profit was 42.3% of net sales for the three months  ended  September  30,
1996 as compared to 41.8% for the same  period in 1995  bringing  the nine month
result to 41.9% for 1996 as  compared to 41.7% for 1995.  Year to date  variable
costs as a percent  of net sales  increased  from 32.8% in 1995 to 32.9% for the
same period in 1996, due mainly to increased  sales of product lines with higher
cost to sales dollar ratios.

Selling,  technical,  general and research expenses  increased 8.4% for the nine
months ended  September 30, 1996 as compared to the nine months ended  September
30,  1995.  The  translation  of non-U.S.  currencies  into U.S.  dollars had no
significant  effect on these  expenses.  Increased  wages and benefit  costs and
additional  costs  generated  by  acquisitions  made in the second  half of 1995
accounted for a significant portion of the increase.

Operating  income as a  percentage  of net  sales was 13.3% for the nine  months
ended September  30,1996 as compared to 13.8% for the comparable  period in 1995
and was 14.2% for the three months ended September 30, 1996 as compared to 14.8%
for the same period last year due to items discussed above.

Interest expense decreased compared to the nine months ended September 30, 1996,
despite higher total debt, due to an average  interest rate of 6.0% for the nine
months  ended  September  30,  1996 as  compared to 7.3% over the same period in
1995.

                                       6
<PAGE>
In August 1996, the Company entered into an agreement to purchase  substantially
all of the assets of Schieffer  Door  Systems,  a  manufacturer  of  high-speed,
high-performance  industrial  doors located in Germany,  for  approximately  $25
million.  The Company has received government approval and plans to close on the
transaction in November 1996.

Reasons for the changes in  operating  results for the three month  period ended
September 30, 1996 as compared to the  corresponding  period in 1995 are similar
to those which affected the nine month  comparisons,  except where  specifically
noted.

LIQUIDITY AND CAPITAL RESOURCES:

Although  inventories  increased  $11.1  million from  December  31,  1995,  the
increase in the third quarter was only $.9 million,  a  significant  improvement
over the first six month's performance.  Accounts receivable are about even with
the level at  December  31,  1995,  in spite of the 5.6%  increase in net sales.
Management  expects  further  improvements  in  working  capital  in the  fourth
quarter.

In February 1996, the Company amended its existing $150 million revolving credit
agreement, with its principal banks in the United States, to increase the banks'
commitment to $300 million with more favorable terms. The banks' commitment will
decline to $150  million in 2001 with the final  maturity in 2002.  The terms of
the revolving credit  agreement  include a facility fee and allow the Company to
select from various loan pricing  options.  Management  believes that the unused
line, in combination with expected free cash flows, should be sufficient to meet
operating  requirements and for business  opportunities  and acquisitions  which
support corporate strategies.

On March 15, 1996,  the Company  redeemed the $150  million,  5.25%  convertible
subordinated  debentures  at a  redemption  price of  91.545%.  This  redemption
resulted in an extraordinary  charge of approximately $1.3 million,  net of tax.
The  debentures  were redeemed by utilizing the revolving  credit  agreement and
short-term  debt.  The  Company's  current debt  structure has resulted in lower
interest expense and currently provides  approximately $200 million in committed
and available unused long-term debt capacity with financial institutions.

Capital  expenditures  for the nine months ended  September  30, 1996 were $34.3
million as compared to $30.9 million for the same period last year.  The Company
anticipates  that  capital   expenditures,   excluding  South  Korea,   will  be
approximately  $45 million for the full year.  An  additional $8 million will be
spent for  construction of a manufacturing  facility in South Korea. The Company
will finance these  expenditures  with cash from  operations and existing credit
facilities.

Cash  dividends of $.10 per share were paid in the first three  quarters of 1996
and were  related to the fourth  quarter of 1995 and the first two  quarters  of
1996.  The Company also declared a cash dividend of $.10 per share for the third
quarter of 1996, which will be paid in the fourth quarter of this year.

                                       7
<PAGE>
                           Part II - Other Information



Item 6.    Exhibits and Reports on Form 8-K

No reports on Form 8-K were filed during the quarter ended September 30, 1996.




         Exhibit No.                        Description


            11.   Schedule of computation of primary and fully diluted 
                  net income per share

            27.   Financial data schedule



                                       8
<PAGE>

                             SIGNATURES




Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.














                                  ALBANY INTERNATIONAL CORP.
                                          (Registrant)


Date:  October 29, 1996



                                                     by /s/Michael C. Nahl
                                                     ---------------------
                                                          Michael C. Nahl
                                                      Sr. Vice President and
                                                      Chief Financial Officer


<PAGE>

                                ALBANY INTERNATIONAL CORP.
                                         EXHIBIT 11
      SCHEDULE OF COMPUTATION OF PRIMARY AND FULLY DILUTED NET INCOME PER SHARE

                        (in thousands, except per share data)

PRIMARY EARNINGS PER SHARE:
<TABLE>
<CAPTION>

         For the three months                                                                    For the nine months
          ended September 30,                                                                     ended September 30,
 <C>                  <C>              <S>                                                  <C>                    <C>
1996 (1)              1995 (1)                                                             1996 (1)              1995 (1)    
- -----------------    ----------------                                                      -------------------   ------------------
      30,411,824          30,376,167    Common stock outstanding at end of period                   30,411,824           30,376,167

                                        Adjustments  to ending  shares to arrive
                                          at weighted average for the period:
         (23,572)            (19,090)       Shares contributed to E.S.O.P. (2)                         (85,275)             (58,254)
       -                     (60,750)       Shares issued under option or to Directors (2)              (4,262)            (176,028)
       -                    -               Treasury shares purchased (2)                                18,453               11,758
- -----------------    ----------------                                                      --------------------   ------------------
      30,388,252          30,296,327    Weighted average number of shares                            30,340,740           30,153,643
=================    ================                                                      ====================   ==================

         $12,343             $11,612    Income before extraordinary item                                $33,643              $30,932

                                        Extraordinary loss on early extinguishment of debt,
       -                    -              net of tax of $828                                            $1,296                 -
- -----------------    ----------------                                                      --------------------   ------------------

         $12,343             $11,612    Net income                                                      $32,347              $30,932
=================    ================                                                      ====================   ==================

           $0.41               $0.39    Income per share before extraordinary item (3)                    $1.11                $1.03

       -                    -           Extraordinary loss on early extinguishment of debt (3)            (0.04)                  -
- -----------------    ----------------                                                      --------------------   ------------------

           $0.41               $0.39    Net income per share (3)                                          $1.07                $1.03
=================    ================                                                      ====================   ==================


      (1) Includes Class A and Class B Common Stock

      (2) Calculated as follows:
             number of shares multiplied by the reciprocal of the number of days
             outstanding  (or the  reciprocal  of the  number  of  days  held in
             treasury for  treasury  stock  purchases)  divided by the number of
             days in the period

           SHARES CONTRIBUTED TO E.S.O.P.:
                       For the nine months:
                     January 31, 1995        12,346 * (30/273)                                                       1,357
                     February 23, 1995           656 * (53/273)                                                        127
                     February 28, 1995       13,324 * (58/273)                                                       2,831
                     February 28, 1995       37,040 * (58/273)                                                       7,869
                     March 31, 1995            12,697 * (89/273)                                                     4,139
                     April 30, 1995               9,968 * (119/273)                                                  4,345
                     May 31, 1995               10,301 * (150/273)                                                   5,660
                     June 30, 1995              10,217 * (180/273)                                                   6,736
                     July 18, 1995                      32 * (198/273)                                                  23
                     July 31, 1995                 8,382 * (211/273)                                                 6,479
                     August 31, 1995           10,146 * (242/273)                                                    8,994
                     September 30, 1995       9,729 * (272/273)                                                      9,694
                                                                                                       --------------------
                                                                                                                    58,254
                                                                                                       ====================
<PAGE>


                     January 31, 1996        12,969 * (30/274)                                                       1,420
                     February 29, 1996      136,670 * (59/274)                                                      29,429
                     March 31, 1996            11,616 * (90/274)                                                     3,815
                     April 30, 1996               10,790 * (120/274)                                                 4,726
                     May 31, 1996                12,658 * (151/274)                                                  6,976
                     June 30, 1996               10,383 * (181/274)                                                  6,859
                     July 31, 1996               12,253 * (212/274)                                                  9,480
                     August 31, 1996          13,016 * (243/274)                                                    11,543
                     September 30, 1996     11,067 * (273/274)                                                      11,027
                                                                                                       --------------------
                                                                                                                    85,275
                                                                                                       ====================

                       For the three months:
                     July 18, 1995                       32 * (17/92)                                                    6
                     July 31, 1995                  8,382 * (30/92)                                                  2,733
                     August 31, 1995            10,146 * (61/92)                                                     6,727
                     September 30, 1995        9,729 * (91/92)                                                       9,624
                                                                                                       --------------------
                                                                                                                    19,090
                                                                                                       ====================

                     July 31, 1996                  12,253 * (30/92)                                                 3,996
                     August 31, 1996             13,016 * (61/92)                                                    8,630
                     September 30, 1996       11,067 * (91/92)                                                      10,946
                                                                                                       --------------------
                                                                                                                    23,572
                                                                                                       ====================

          SHARES ISSUED UNDER OPTION OR TO DIRECTORS:
                       For the nine months:
                     April 12, 1995              25,000 * (101/273)                                                  9,249
                     April 27, 1995                5,000 * (116/273)                                                 2,125
                     May 1, 1995                  20,000 * (120/273)                                                 8,791
                     June 2, 1995                 7,500 * (152/273)                                                  4,176
                     June 6, 1995                14,000 * (156/273)                                                  8,000
                     June 14, 1995                   600 * (164/273)                                                   360
                     July 10, 1995                 1,200 * (190/273)                                                   835
                     July 12, 1995               15,000 * (192/273)                                                 10,550
                     July 13, 1995               10,000 * (193/273)                                                  7,070
                     July 19, 1995               15,000 * (199/273)                                                 10,934
                     July 20, 1995               10,000 * (200/273)                                                  7,326
                     July 26, 1995                7,500 * (206/273)                                                  5,659
                     July 27, 1995                5,000 * (207/273)                                                  3,791
                     July 28, 1995                28,800 * (208/273)                                                21,943
                     July 31, 1995                55,000 * (211/273)                                                42,509
                     August 4, 1995              3,000 * (215/273)                                                   2,363
                     August 7, 1995             10,000 * (218/273)                                                   7,985
                     August 10, 1995             3,700 * (221/273)                                                   2,995
                     August 23, 1995             6,200 * (234/273)                                                   5,314
                     September 1, 1995          1,200 * (243/273)                                                    1,068
                     September 12, 1995        1,200 * (254/273)                                                     1,117
                     September 15, 1995       10,000 * (257/273)                                                     9,414
                     September 26, 1995          2,500 * (268/273)                                                   2,454
                                                                                                       --------------------
                                                                                                                   176,028
                                                                                                       ====================
<PAGE>


                     May 20, 1996               2,255 * (140/274)                                                    1,152
                     May 22, 1996               6,000 * (142/274)                                                    3,110
                                                                                                       --------------------
                                                                                                                     4,262
                                                                                                       ====================


                       For the three months:
                     July 10, 1995                 1,200 * (9/92)                                                      117
                     July 12, 1995               15,000 * (11/92)                                                    1,793
                     July 13, 1995               10,000 * (12/92)                                                    1,304
                     July 19, 1995               15,000 * (18/92)                                                    2,935
                     July 20, 1995               10,000 * (19/92)                                                    2,065
                     July 26, 1995                7,500 * (25/92)                                                    2,038
                     July 27, 1995                5,000 * (26/92)                                                    1,413
                     July 28, 1995                28,800 * (27/92)                                                   8,452
                     July 31, 1995                55,000 * (30/92)                                                  17,935
                     August 4, 1995              3,000 * (34/92)                                                     1,109
                     August 7, 1995             10,000 * (37/92)                                                     4,022
                     August 10, 1995             3,700 * (40/92)                                                     1,609
                     August 23, 1995             6,200 * (53/92)                                                     3,572
                     September 1, 1995          1,200 * (62/92)                                                        809
                     September 12, 1995        1,200 * (73/92)                                                         952
                     September 15, 1995       10,000 * (76/92)                                                       8,261
                     September 26, 1995          2,500 * (87/92)                                                     2,364
                                                                                                       --------------------
                                                                                                                    60,750
                                                                                                       ====================


          TREASURY SHARES PURCHASED:
                       For the nine months:
                     February 16, 1995       15,000 * (46/273)                                                       2,527
                     March 14, 1995             35,000 * (72/273)                                                    9,231
                                                                                                       --------------------
                                                                                                                    11,758
                                                                                                       ====================

                     January 17, 1996       91,000 * (16/274)                                                        5,314
                     March 13, 1996         50,000 * (72/274)                                                       13,139
                                                                                                       --------------------
                                                                                                                    18,453
                                                                                                       ====================

   (3)   Dilutive  common stock  equivalents  are not material and therefore are
         not included in the calculation of primary earnings per common share.
<PAGE>

FULLY DILUTED EARNINGS PER SHARE:


         For the three months                                                                      For the nine months
          ended September 30,                                                                       ended September 30,
      1996                1995                                                                 1996                  1995
- -----------------    ----------------                                                   ------------------   ------------------
      30,388,252          30,296,327    Weighted average number of shares                       30,340,740           30,153,643

         333,876             654,604    Incremental shares of unexercised options (4)              333,876              575,035

       -                   5,712,450    Convertible shares of subordinated debentures (5)               -             5,712,450
- -----------------    ----------------                                                  --------------------   ------------------
      30,722,128          36,663,381    Adjusted weighted average number of shares               30,674,616           36,441,128
=================    ================                                                  ====================   ==================

         $12,343             $13,037    Income before extraordinary item                            $33,643              $35,207

                                        Extraordinary loss on early extinguishment of debt,
       -                    -              net of tax of $828                                        $1,296                   -
- -----------------    ----------------                                                  --------------------   ------------------

         $12,343             $13,037    Net income (including after-tax income adjustment)          $32,347              $35,207
=================    ================                                                   ====================   ==================

           $0.40               $0.36    Income per share before extraordinary item                     $1.10                $0.97

       -                    -           Extraordinary loss on early extinguishment of debt             (0.04)                  -
- -----------------    ----------------                                                   --------------------   ------------------

           $0.40               $0.36    Fully diluted net income per share                              $1.06                $0.97
=================    ================                                                    ====================   ==================


</TABLE>



   (4)  Incremental  shares of unexercised  options are calculated  based on the
        higher of the average price of the  Company's  stock or the ending price
        for the respective  period.  The calculation  includes all options whose
        exercise price is below the higher of the average or ending stock price.


   (5)   The convertible subordinated debentures were redeemed in March 1996 and
         therefore  removed from the fully  diluted  calculation.  In 1995,  the
         subordinated  debentures were  convertible into 5,712,450 shares of the
         Company's  Class  A  Common  Stock.  There  were no  conversions  as of
         September 30, 1995. Upon any  conversion,  the Company would realize an
         after-tax income adjustment based on the effective  interest expense on
         the bonds less the corresponding income tax deduction.  The full amount
         of the shares and the income adjustment are included in the calculation
         only when they cause dilution to net income per share.

<TABLE> <S> <C>



                                                         

<ARTICLE>                                                                  5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
ALBANY INTERNATIONAL CORP'S CONSOLIDATED FINANCIAL STATEMENTS AS OF AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>                                                               1,000
       
<S>                                                              <C>
<PERIOD-TYPE>                                                             9-MOS
<FISCAL-YEAR-END>                                                   DEC-31-1996
<PERIOD-END>                                                        SEP-30-1996
<CASH>                                                                    9,166
<SECURITIES>                                                                  0
<RECEIVABLES>                                                           176,177
<ALLOWANCES>                                                              5,351
<INVENTORY>                                                             172,525
<CURRENT-ASSETS>                                                        371,668
<PP&E>                                                                  642,973
<DEPRECIATION>                                                          303,621
<TOTAL-ASSETS>                                                          812,343
<CURRENT-LIABILITIES>                                                   179,734
<BONDS>                                                                 185,852
                                                         0
                                                                   0
<COMMON>                                                                     31
<OTHER-SE>                                                              322,027
<TOTAL-LIABILITY-AND-EQUITY>                                            812,343
<SALES>                                                                 509,969
<TOTAL-REVENUES>                                                        509,969
<CGS>                                                                   296,050
<TOTAL-COSTS>                                                           441,861
<OTHER-EXPENSES>                                                            574
<LOSS-PROVISION>                                                            341
<INTEREST-EXPENSE>                                                       12,221
<INCOME-PRETAX>                                                          54,972
<INCOME-TAX>                                                             21,441
<INCOME-CONTINUING>                                                      33,643
<DISCONTINUED>                                                                0
<EXTRAORDINARY>                                                          (1,296)
<CHANGES>                                                                     0
<NET-INCOME>                                                             32,347
<EPS-PRIMARY>                                                              1.07
<EPS-DILUTED>                                                              1.07
        





</TABLE>


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