Exhibit 10.2

                                                                 JPMorgan [LOGO]

JPMorgan Chase Bank, N.A.
P.O. Box 161
60 Victoria Embankment
London EC4Y 0JP
England

                                                                  March 23, 2006

To: Albany International Corp.
1373 Broadway
Albany, New York 12204
Attention: David Michaels
Telephone No.: (518) 445-2212
Facsimile No.: (518) 447-6305

Re: Warrants Transaction Amendment

      This letter agreement (the "Amendment") amends the terms and conditions of
the Transaction  (the  "Transaction")  entered into between JPMorgan Chase Bank,
N.A., London Branch  ("JPMorgan"),  and Albany  International  Corp., a Delaware
corporation (the "Company"),  pursuant to a letter agreement dated March 7, 2006
(the "Confirmation"),  pursuant to which JPMorgan has purchased from the Company
a Number of Warrants  equal to 2,061,993.  This  Amendment  relates to, and sets
forth the terms of, the purchase by JPMorgan  from the Company of an  additional
Number of Warrants (the "Additional Number of Warrants").

      Upon  the   effectiveness  of  this  Amendment,   all  references  in  the
Confirmation  to the "Number of Warrants"  will be deemed to be to the Number of
Warrants,  as  amended  hereby and all  references  in the  Confirmation  to the
"Transaction" will be deemed to be to the Transaction as amended hereby.  Except
to the extent specified  below,  all other provisions of the Confirmation  shall
apply to the  Additional  Number of  Warrants  as if such  Additional  Number of
Warrants were originally  subject to the  Confirmation.  Capitalized  terms used
herein  without  definition  shall  have the  meanings  assigned  to them in the
Confirmation.

Amendments.  The terms  relating to the  purchase by JPMorgan of the  Additional
Number of Warrants are as follows:

1. The "Trade Date" with respect to the  Additional  Number of Warrants  will be
March 23, 2006.

2. The "Number of Warrants" for the Transaction  will be "2,474,392"  reflecting
an increase of 412,399 Warrants.

3. An additional  "Premium" to be determined  by the  Calculation  Agent will be
payable by JPMorgan  to the Company  with  respect to the  Additional  Number of
Warrants (the  "Additional  Warrant  Premium") on a Currency  Business Day to be
specified by the Calculation  Agent (such date, the "Additional  Warrant Premium
Payment Date") by written notice to the Company in substantially the form of the
pricing  supplement set forth in Exhibit A hereto (the "Pricing  Supplement") no
later than one Currency  Business Day prior to the  Additional  Warrant  Premium
Payment Date.

Repeated  Representations.  The Company hereby repeats the  representations  and
warranties  set  forth  in  Section  8 and  Sections  9(f),  (g)  and (h) of the
Confirmation; provided that the Company shall be deemed to


                    JPMorgan Chase Bank, National Association
 Organised under the laws of the United States as a National Banking Association
             Main Office 1111 Polaris Parkway, Columbus, Ohio 43271
          Registered as a branch in England & Wales branch No. BR000746
            Registered Branch Office 125 London Wall, London EC2Y 5AJ
          Authorised and regulated by the Financial Services Authority
<PAGE>

repeat the representation  contained in Section 8(e) of the Confirmation on each
day during the period  beginning on the date hereof and ending on the Additional
Warrant Premium Payment Date.

Rule 10b-18.  The Company further  represents  that,  except as disclosed by the
Company to JPMorgan or as described in the offering  memorandum  relating to the
Convertible  Notes,  neither the Company nor any of its affiliates has purchased
any Shares (as contemplated by Rule 10b-18 under the Securities  Exchange Act of
1934, as amended (the  "Exchange  Act")) during each of the four calendar  weeks
preceding the date hereof. The Company further covenants and agrees that neither
it nor any of its  affiliates  will  purchase any Shares prior to earlier of the
Additional  Warrant  Premium  Payment Date and the Early Unwind Date (as defined
below).

Conditionality  and Early  Unwind.  The  respective  obligations  of the parties
hereunder  shall  become  final and binding  only if no Early  Unwind  Event (as
defined below) shall have occurred and be continuing as of the Early Unwind Date
(as defined  below).  Notwithstanding  the foregoing,  the Company and JPMorgan,
intending to be legally bound,  hereby  acknowledge  and agree that in the event
that an Early Unwind Event has  occurred and is  continuing  on the Early Unwind
Date,  JPMorgan or one or more of its  affiliates,  shall  terminate its hedging
activities with respect to the portion of the  Transaction  contemplated by this
Amendment  on the  Early  Unwind  Date and each  party  shall  be  released  and
discharged by the other  parties from,  and agrees not to make any claim against
the other parties with respect to, any  obligations  or liabilities of the other
parties  arising out of and to be performed in  connection  with such portion of
the Transaction; provided that, if such Early Unwind Event results from a breach
by the  Company  of any  representation  of or any  undertaking  by the  Company
contained in the Purchase  Agreement and relating to the issuance by the Company
of  additional  USD  30,000,000  principal  amount  of  Convertible  Notes  (the
"Additional Convertible Notes"), the Company shall purchase from JPMorgan on the
Early  Unwind  Date  any  Shares  purchased  by  JPMorgan  or one or more of its
affiliates in connection  with the portion of the  Transaction  contemplated  by
this  Amendment  and  reimburse  JPMorgan  for any costs or expenses  (including
market losses) relating to the unwinding of its reasonable hedging activities in
connection with such portion of the  Transaction  (including any losses or costs
incurred   as  a  result  of  its   terminating,   liquidating,   obtaining   or
reestablishing any reasonable hedge or related trading position).  The amount of
any such  reimbursement  shall be determined by JPMorgan in its reasonable  good
faith discretion.  JPMorgan shall notify the Company of such amount,  including,
upon the Company's request, an explanation of the basis of determination of such
amount, and the Company shall pay such amount in immediately  available funds on
the Early Unwind Date.

For purposes of the foregoing: (i) an "Early Unwind Event" means (a) the failure
to close the Additional  Convertible Notes issuance by the Early Unwind Date for
any  reason  whatsoever  or (b) the  failure of the  Company to comply  with any
representations,  warranties or undertakings  contained in this  Amendment;  and
(ii) an "Early  Unwind  Date"  means March 28, 2006 or such later date as agreed
upon by the parties.

No Additional Amendments or Waivers.  Except as amended hereby, all the terms of
the Transaction and provisions in the Confirmation  shall remain and continue in
full force and effect and are hereby confirmed in all respects.

Counterparts.  This Amendment may be signed in any number of counterparts,  each
of which shall be an original,  with the same effect as if all of the signatures
thereto and hereto were upon the same instrument.

Governing  Law. The  provisions of this  Amendment  shall be governed by the New
York law (without reference to choice of law doctrine).
<PAGE>

      Please  confirm that the foregoing  correctly  sets forth the terms of our
agreement by executing this  Amendment and returning it in the manner  indicated
in the attached cover letter.

                                     Very truly yours,

                                       J.P. Morgan Securities Inc., as agent for
                                       JPMorgan Chase Bank, National Association

                                       By: /s/ Sudheer Tegulapelle
                                       Authorized Signatory
                                       Name: Sudheer Tegulapelle

Accepted and confirmed
as of the Trade Date:

ALBANY INTERNATIONAL CORP.

By: /s/ David C. Michaels
Authorized Signatory
Name: David C. Michaels
<PAGE>

--------------------------------------------------------------------------------
                                                       Bank of America(R) [LOGO]
                                                 EQUITY FINANCIAL PRODUCTS GROUP
--------------------------------------------------------------------------------

Bank of America, N.A.
c/o Banc of America Securities LLC
9 West 57th Street, 40th Floor
New York, NY 10019

                                                                  March 23, 2006

To: Albany International Corp.
1373 Broadway
Albany, New York 12204
Attention: David Michaels
Telephone No.: (518) 445-2212
Facsimile No.: (518) 447-6305

Re: Warrants Transaction Amendment (Ref. No.: NY-21552)

      This letter agreement (the "Amendment") amends the terms and conditions of
the Transaction (the "Transaction")  entered into between Bank of America,  N.A.
("BofA"),   and  Albany   International   Corp.,  a  Delaware  corporation  (the
"Company"),   pursuant  to  a  letter   agreement   dated  March  7,  2006  (the
"Confirmation"),  pursuant to which BofA has purchased from the Company a Number
of Warrants equal to 1,374,662.  This  Amendment  relates to, and sets forth the
terms of,  the  purchase  by BofA from the  Company of an  additional  Number of
Warrants (the "Additional Number of Warrants").

      Upon  the   effectiveness  of  this  Amendment,   all  references  in  the
Confirmation  to the "Number of Warrants"  will be deemed to be to the Number of
Warrants,  as  amended  hereby and all  references  in the  Confirmation  to the
"Transaction" will be deemed to be to the Transaction as amended hereby.  Except
to the extent specified  below,  all other provisions of the Confirmation  shall
apply to the  Additional  Number of  Warrants  as if such  Additional  Number of
Warrants were originally  subject to the  Confirmation.  Capitalized  terms used
herein  without  definition  shall  have the  meanings  assigned  to them in the
Confirmation.

Amendments.  The terms relating to the purchase by BofA of the Additional Number
of Warrants are as follows:

1. The "Trade Date" with respect to the  Additional  Number of Warrants  will be
March 23, 2006.

2. The "Number of Warrants" for the Transaction  will be "1,649,594"  reflecting
an increase of 274,932 Warrants.

3. An additional  "Premium" to be determined  by the  Calculation  Agent will be
payable by BofA to the Company with respect to the Additional Number of Warrants
(the "Additional Warrant Premium") on a Currency Business Day to be specified by
the Calculation Agent (such date, the "Additional Warrant Premium Payment Date")
by  written  notice to the  Company  in  substantially  the form of the  pricing
supplement  set forth in Exhibit A hereto (the  "Pricing  Supplement")  no later
than one Currency  Business Day prior to the Additional  Warrant Premium Payment
Date.

Repeated  Representations.  The Company hereby repeats the  representations  and
warranties  set  forth  in  Section  8 and  Sections  9(f),  (g)  and (h) of the
Confirmation;   provided  that  the  Company  shall  be  deemed  to  repeat  the
representation  contained in Section 8(e) of the Confirmation on each day during
the period  beginning  on the date hereof and ending on the  Additional  Warrant
Premium Payment Date.
<PAGE>

Rule 10b-18.  The Company further  represents  that,  except as disclosed by the
Company to BofA or as  described  in the  offering  memorandum  relating  to the
Convertible  Notes,  neither the Company nor any of its affiliates has purchased
any Shares (as contemplated by Rule 10b-18 under the Securities  Exchange Act of
1934, as amended (the  "Exchange  Act")) during each of the four calendar  weeks
preceding the date hereof. The Company further covenants and agrees that neither
it nor any of its  affiliates  will  purchase any Shares prior to earlier of the
Additional  Warrant  Premium  Payment Date and the Early Unwind Date (as defined
below).

Conditionality  and Early  Unwind.  The  respective  obligations  of the parties
hereunder  shall  become  final and binding  only if no Early  Unwind  Event (as
defined below) shall have occurred and be continuing as of the Early Unwind Date
(as  defined  below).  Notwithstanding  the  foregoing,  the  Company  and BofA,
intending to be legally bound,  hereby  acknowledge  and agree that in the event
that an Early Unwind Event has  occurred and is  continuing  on the Early Unwind
Date,  BofA  or one or more  of its  affiliates,  shall  terminate  its  hedging
activities with respect to the portion of the  Transaction  contemplated by this
Amendment  on the  Early  Unwind  Date and each  party  shall  be  released  and
discharged by the other  parties from,  and agrees not to make any claim against
the other parties with respect to, any  obligations  or liabilities of the other
parties  arising out of and to be performed in  connection  with such portion of
the Transaction; provided that, if such Early Unwind Event results from a breach
by the  Company  of any  representation  of or any  undertaking  by the  Company
contained in the Purchase  Agreement and relating to the issuance by the Company
of  additional  USD  30,000,000  principal  amount  of  Convertible  Notes  (the
"Additional  Convertible  Notes"),  the Company shall  purchase from BofA on the
Early Unwind Date any Shares  purchased by BofA or one or more of its affiliates
in connection with the portion of the Transaction contemplated by this Amendment
and reimburse BofA for any costs or expenses  (including market losses) relating
to the unwinding of its reasonable  hedging  activities in connection  with such
portion of the  Transaction  (including any losses or costs incurred as a result
of its  terminating,  liquidating,  obtaining or  reestablishing  any reasonable
hedge or related trading position).  The amount of any such reimbursement  shall
be determined by BofA in its reasonable good faith discretion. BofA shall notify
the  Company  of  such  amount,   including,  upon  the  Company's  request,  an
explanation of the basis of determination of such amount,  and the Company shall
pay such amount in immediately available funds on the Early Unwind Date.

For purposes of the foregoing: (i) an "Early Unwind Event" means (a) the failure
to close the Additional  Convertible Notes issuance by the Early Unwind Date for
any  reason  whatsoever  or (b) the  failure of the  Company to comply  with any
representations,  warranties or undertakings  contained in this  Amendment;  and
(ii) an "Early  Unwind  Date"  means March 28, 2006 or such later date as agreed
upon by the parties.

No Additional Amendments or Waivers.  Except as amended hereby, all the terms of
the Transaction and provisions in the Confirmation  shall remain and continue in
full force and effect and are hereby confirmed in all respects.

Counterparts.  This Amendment may be signed in any number of counterparts,  each
of which shall be an original,  with the same effect as if all of the signatures
thereto and hereto were upon the same instrument.

Governing  Law. The  provisions of this  Amendment  shall be governed by the New
York law (without reference to choice of law doctrine).
<PAGE>

      Please  confirm that the foregoing  correctly  sets forth the terms of our
agreement by executing this  Amendment and returning it in the manner  indicated
in the attached cover letter.

                                     Very truly yours,

                                       Bank of America, N.A.

                                       By: /s/ Eric P. Hambleton
                                       Authorized Signatory
                                       Name: Eric P. Hambleton

Accepted and confirmed
as of the Trade Date:

ALBANY INTERNATIONAL CORP.

By: /s/ David C. Michaels
Authorized Signatory
Name: David C. Michaels