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

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 17, 2006

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

          Delaware                      0-16214                  14-0462060
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(State or other jurisdiction          (Commission             (I.R.S. Employer
      of incorporation)               File Number)           Identification No.)

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

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

                                      None
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         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13a-4(c))




Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On February 17, 2006, the Registrant's Board of Directors approved changes to
the Registrant's Corporate Governance Guidelines relating to director
compensation. An excerpt from the Guidelines, as revised, is being filed as an
exhibit.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a)   Not Applicable.
(b)   Not Applicable.
(c)   Not Applicable.
(d)   Exhibits.

An excerpt from the Registrant's Corporate Governance Guidelines relating to
director compensation is filed as an exhibit.




                                    Signature

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 hereunto duly authorized.

                                                 ALBANY INTERNATIONAL CORP.

                                                 By: /s/ Charles J. Silva, Jr.
                                                     ---------------------------
                                                     Name: Charles J. Silva, Jr.
                                                     Title: Vice President and
                                                            General Counsel

Date: February 23, 2006




                                Index to Exhibits

Exhibit Number    Description of Document
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10(o)(vi)         Excerpt from Corporate Governance Guidelines describing
                  director compensation