Exhibit 10(k)(vii)

            THIRD AMENDMENT TO NOTE AGREEMENT AND AMENDMENT TO NOTES

      THIRD  AMENDMENT TO NOTE  AGREEMENT  AND  AMENDMENT TO NOTES,  dated as of
December  16, 2008 (this  "Amendment"),  among  ALBANY  INTERNATIONAL  CORP.,  a
Delaware  corporation  (the  "Company"),  the Guarantors (as defined in the Note
Agreement  referred to below),  and The Prudential  Insurance Company of America
("Prudential")  and the several  Purchasers  (as  defined in the Note  Agreement
referred to below) (together with Prudential,  individually,  a "Purchaser", and
collectively, "Purchasers").

                              W I T N E S S E T H:

      WHEREAS,  the Company and Guarantors  party thereto and the Purchasers are
parties to that certain Note  Agreement  and  Guaranty,  dated as of October 25,
2005 (as the same may be  further  amended,  supplemented,  waived or  otherwise
modified from time to time, the "Note Agreement"); and

      WHEREAS,  the Company has requested the amendment of certain provisions of
the Note  Agreement  and the Notes (as defined in the Note  Agreement),  and the
Purchasers  have indicated  willingness to agree to such  amendments  subject to
certain limitations and conditions, as provided for herein;

      NOW THEREFORE,  in consideration of the premises, the mutual covenants and
the agreements hereinafter set forth and other good and valuable  consideration,
the parties hereto hereby agree that on the Amendment Effective Date, as defined
herein, the Note Agreement and the Notes will be amended as follows:

      1. Definitions. Unless otherwise defined herein, terms defined in the Note
Agreement are used herein as therein defined.

      2. Amendment to Notes.  As of the Amendment  Effective  Date,  each of the
Notes outstanding on the Effective Date (herein the "Existing  Notes"),  and the
form of Note attached to the Note Agreement as Exhibit A, is hereby, without any
further  action  required  on  the  part  of  any  other  Person,  deemed  to be
automatically  amended to conform  to and have the terms  provided  in Exhibit A
attached  hereto (except that,  with respect to such Existing  Notes,  the date,
registration  number,  principal  amount  and the  payee  thereof  shall  remain
unchanged). Any Note issued on or after the Amendment Effective Date shall be in
the form of Exhibit A attached hereto.  The Company agrees,  upon the request of
any  Purchaser to promptly  deliver a new Note in the form of Exhibit A attached
hereto in exchange for each Existing Note held by such Purchaser.

      3. Amendment to Paragraph 5A of the Note Agreement (Financial Statements).
Paragraph  5A of the Note  Agreement  is  hereby  amended,  as of the  Amendment
Effective  Date, by deleting the text in clause (iv) therein in its entirety and
inserting in lieu thereof the following text:

            "(iv)  concurrently with any delivery of financial  statements under
      clause (i) or (ii) above,  a  certificate  of a  Financial  Officer of the
      Company  (a)  certifying  as to whether a Default has  occurred  and, if a
      Default has occurred,  specifying the details thereof and

<PAGE>

      any action taken or proposed to be taken with respect thereto, (b) setting
      forth  reasonably  detailed  calculations  demonstrating  compliance  with
      Paragraphs 6A, 6E, 6H and 6I hereof, (c) setting forth reasonably detailed
      calculations  demonstrating  the Unadjusted  Leverage Ratio (as defined in
      the Notes) as of the end of the most recently ended fiscal quarter covered
      by such financial statements and setting forth (x) the Additional Interest
      Rate (as  defined  in the Notes) for the  Additional  Interest  Period (as
      defined in the Notes)  covered by such  financial  statements  and (y) the
      amount of  Additional  Interest (as defined in the Notes) due on the Notes
      for such Additional  Interest Period and (d) stating whether any change in
      GAAP or in the  application  thereof  has  occurred  since the date of the
      Company's audited financial statements referred to in Paragraph 8B and, if
      any such change has occurred,  specifying the effect of such change on the
      financial statements accompanying such certificate;"

      4. Amendment to Paragraph 6E of the Note Agreement (Restricted  Payments).
Paragraph  6E of the Note  Agreement  is  hereby  amended,  as of the  Amendment
Effective Date, by

            (i)  deleting  clause (a) thereof and  inserting in lieu thereof the
      following:

                  "(a) the  Leverage  Ratio  does not exceed (i) if on or before
            November 17, 2008,  3.00 to 1.00,  (ii) if on or after  November 18,
            2008 but prior to  January  1,  2011,  3.50 to 1.00,  and (iii) from
            January 1, 2011 and at all times thereafter, 2.50 to 1.00"; and

            (ii) adding the following new sentence at the end thereof:

                  "In the event that the corresponding covenant in the Revolving
            Credit  Agreement to this  Paragraph 6E (currently  Section 6.05) is
            amended or modified to be more restrictive  (including any amendment
            or  modification  to any defined term directly or indirectly used in
            such definition) then, without any further action on the part of the
            Company or any of the holders of the Notes,  this  Paragraph  6E and
            any   related   defined   terms   shall  be  deemed  to  be  amended
            automatically to match the corresponding amendments or modifications
            to the Revolving Credit Agreement."

      5.  Amendment  to  Paragraph 6H of the Note  Agreement  (Leverage  Ratio).
Paragraph  6H of the Note  Agreement  is  hereby  amended,  as of the  Amendment
Effective  Date,  by deleting the text therein in its entirety and  inserting in
lieu thereof the following text:

            "6H Leverage  Ratio.  The Company will not permit the Leverage Ratio
      on any date to exceed (i) if on or before November 17, 2008, 3.00 to 1.00,
      (ii) if on or after  November 18, 2008 but prior to January 1, 2011,  3.50
      to 1.00, and (iii) from January 1, 2011 and at all times thereafter,  2.50
      to 1.00.  In the event that the  corresponding  covenant in the  Revolving
      Credit Agreement to this Paragraph 6H (currently  Section 6.08) is amended
      or  modified  to  be  more   restrictive   (including   any  amendment  or
      modification  to any  defined  term  directly or  indirectly  used in such
      definition) then, without any further action on the part of the Company or
      any of the  holders  of the  Notes,  this  Paragraph  6H (and any  related
      defined  terms) shall be deemed to be amended


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<PAGE>

      automatically  to match the  corresponding  amendments or modifications to
      the Revolving Credit Agreement."

      6.  Amendment to Paragraph  11B (Other  Terms).  Paragraph 11B of the Note
Agreement is hereby amended, as of the Amendment Effective Date, by

                  (i) deleting  the  definition  of "Total Debt"  therein in its
            entirety and inserting in lieu thereof the following definition:

                        "Total Debt" shall mean, at any time, the sum of (a) all
                  Indebtedness  that is or should be reflected as a liability on
                  a   consolidated   balance   sheet  of  the  Company  and  the
                  Subsidiaries in accordance with GAAP and (b) the consideration
                  (other than any note of a Subsidiary  that serves as a conduit
                  in  a  sale  or   financing   transaction   with   respect  to
                  Receivables)  received  by the  Company  or  any  Consolidated
                  Subsidiary  from  any  Person  (other  than the  Company  or a
                  Consolidated   Subsidiary)   for   Receivables   sold,   which
                  Receivables  remain uncollected at such time; less (x) the sum
                  of all cash and cash  equivalents (as determined in accordance
                  with GAAP),  (y) the cash  surrender  value of life  insurance
                  policies  naming the Company as beneficiary  (as determined in
                  accordance  with  GAAP) and (z) the fair  market  value of any
                  Marketable Securities held by the Company and the Consolidated
                  Subsidiaries;  provided,  however,  that with  respect  to any
                  Non-Wholly Owned Subsidiary,  the Indebtedness (other than any
                  Indebtedness   that  is   Guaranteed   by  the  Company  or  a
                  Wholly-Owned Subsidiary) and assets thereof referred to in the
                  foregoing  clauses shall be disregarded in the  calculation of
                  "Total  Debt" to the extent of any  economic  interest in such
                  Non-Wholly  Owned Subsidiary that is owned by any Person other
                  than  the  Company  or a  Wholly-Owned  Subsidiary..  For  the
                  purposes of this definition, "Marketable Securities" means any
                  debt or equity  securities  for which an active trading market
                  exists and price quotations are available.

                  (ii)  adding  the  following  definitions  in the  appropriate
            alphabetical order:

                        ""Non-Wholly  Owned  Subsidiary" means a Subsidiary that
                  is not a Wholly Owned Subsidiary."

                        ""Wholly Owned Subsidiary" means a Subsidiary all of the
                  capital stock and other equity interests in which,  other than
                  qualifying  shares and/or  nominal  equity  interests that are
                  required to be held by Persons under applicable law, are owned
                  by the Company or a Subsidiary."

      7.  Representations  and Warranties.  The Company and each other Guarantor
hereby.

            (a) Other than such representations expressly given as of a specific
      date,  repeats  (and  confirms as true and  correct)  as of the  Amendment
      Effective  Date to the  Purchasers  that each of the  representations  and
      warranties  made by the Company and each other  Guarantor  pursuant to the
      Note  Agreement  and are hereby  incorporated  herein (as though set forth
      herein) in their entirety; and


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<PAGE>

            (b) Further represent and warrant as of the Amendment Effective Date
      that:

                  (i) No  Default.  No Default  or Event of  Default  shall have
            occurred and be  continuing on such date after giving effect to this
            Amendment;

                  (ii) Power of Authority. Each such Person has the corporate or
            equivalent  power to execute  and  deliver  this  Amendment,  and to
            perform the  provisions  hereof,  and this  Amendment  has been duly
            authorized  by all necessary  corporate or equivalent  action on the
            part of each such Person;

                  (iii) Due Execution. This Amendment has been duly executed and
            delivered by such Person and constitutes such Person's legal,  valid
            and binding  obligation,  enforceable in accordance  with its terms,
            except  as  such  enforceability  may  be  limited  (x)  by  general
            principals  of equity and  conflicts  of laws or (y) by  bankruptcy,
            reorganization,  insolvency,  moratorium  or other  laws of  general
            application  relating to or affecting the  enforcement of creditors'
            rights.

                  (iv)   No   Consent's   Required.   No   consent,    approval,
            authorization or order of, or filing,  registration or qualification
            with, any court or Governmental Authority or third party is required
            in connection  with the  execution,  delivery or performance by such
            Person of this Amendment;

                  (v) Acknowledgment of Obligation:  Waiver of Claims. It has no
            defenses,  offsets or  counterclaims  against any of its obligations
            under and in respect to the Notes or the AI Guaranty  Agreement  and
            that all amounts  outstanding  under and in respect of the Notes and
            the  Note  Agreement  are  owing to  holders  of the  Notes  without
            defense, offset or counterclaim; and

                  (vi) Revolving Credit  Agreement.  Other than (A) that certain
            restatement  dated as of April 14,  2006,  (B) the  First  Amendment
            dated as of August 28, 2006 and (C) the Second Amendment dated as of
            April 27,  2007,  there  have been no  amendments  to the  Revolving
            Credit Agreement.

      8.  Acknowledgements  and Consent of  Guarantors.  Each  Guarantor  hereby
acknowledges  that  it has  reviewed  the  terms  and  provisions  of  the  Note
Agreement,  the Notes, the AI Guaranty Agreement and this Amendment and consents
to the  amendment  to Note  Agreement  and the Notes  effected  pursuant to this
Amendment.  Each  Guarantor  confirms  that they will  continue to guarantee the
obligations to the fullest extent in accordance  with the AI Guaranty  Agreement
and acknowledges  and agrees that: (a) the AI Guaranty  Agreement shall continue
in full force and effect and that its obligations  thereunder shall be valid and
enforceable   and  shall  not  be  impaired  or  limited  by  the  execution  or
effectiveness  of this Amendment and (b)(i)  notwithstanding,  the conditions to
effectiveness  hereof,  such  Guarantor is not required by the terms of the Note
Agreement, the Notes (as amended hereby) or the AI Guaranty Agreement to consent
to the amendments to the Note Agreement and the Notes effected  pursuant to this
Amendment;  and  (ii)  nothing  in Note  Agreement,  the  Notes  or AI  Guaranty
Agreement  shall be deemed to require the consent of any such  Guarantor  to any
future amendments to the Note Agreement.


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<PAGE>

      9. Conditions  Precedent.  This Amendment shall become effective as of the
first date on which the  conditions  precedent  set forth  below shall have been
fulfilled (the "Amendment Effective Date"):

            (a)  the  Purchasers  shall  have  received   counterparts  of  this
      Amendment,  executed  and  delivered by a duly  authorized  officer of the
      Company and each of the Guarantors;

            (b) the representations and warranties  contained in Section 7 above
      shall  be true  and  correct  in all  material  respects  on and as of the
      Amendment  Effective Date, as if made on and as of the Amendment Effective
      Date and there shall  exist on the  Amendment  Effective  Date no Event of
      Default or Default;

            (c) the Company shall have paid all outstanding costs,  expenses and
      fees of the Purchasers  (including  reasonable attorneys fees and expenses
      of Bingham McCutchen LLP) incurred in connection with the documentation of
      this Amendment  (including a reasonable  estimate of post-closing fees and
      expenses) to the extent invoiced (this provision shall not be construed to
      limit the  obligations  of the  Company  under  Paragraph  12B of the Note
      Agreement);

            (d) each  Purchaser  shall  have  received  an  opinion,  dated  the
      Amendment  Effective  Date,  from Charles J. Silva,  Jr., Vice  President-
      General  Counsel  of the  Company  addressing,  among  other  things,  the
      enforceability  of this Amendment,  and the Note Agreements and the Notes,
      in each case as amended, and otherwise in form and substance  satisfactory
      to the Purchasers;

            (e) the  Company  and  each  other  Guarantor  shall  have  made all
      requests,  filings,  and registrations with, and obtained all consents and
      approvals   from,  the  relevant   national,   state,   local  or  foreign
      jurisdiction(s), or any administrative, legal or regulatory body or agency
      thereof,  that  are  necessary  for the  Company  and  each  Guarantor  in
      connection  with this Amendment and any and all other  documents  relating
      thereto; and

            (f) the Purchasers shall have received such additional  documents or
      certificates   with  respect  to  legal  matters  or  corporate  or  other
      proceeding  related  to the  transactions  contemplated  hereby  as may be
      reasonable requested by the Purchasers.

      10. Additional Interest.  In consideration of this Amendment,  the Company
hereby agrees pay to the Purchasers  additional  interest on the Notes (pro rata
based on the  principal  amount of the Notes)  notwithstanding  the terms of the
Notes in the aggregate  amount of (a) $271,232.88 due and payable on January 25,
2009 and (b) if the Leverage Ratio exceeds 3.00 to 1.00 as at December 31, 2008,
$295,890.41, due and payable on March 15, 2009.

      11.  GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

      12.  No Other  Amendments:  Confirmation.  Except  as  expressly  amended,
modified and supplemented  hereby,  the terms,  provisions and conditions of the
Note  Agreement,  the


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<PAGE>

Notes,  the AI Guaranty  Agreement and the agreements and  instruments  relating
thereto  are and shall  remain  unchanged  and in full  force and effect and are
hereby ratified and confirmed in all respects.

      13. Headings.  The headings of sections of this Amendment are inserted for
convenience only and shall not be deemed to constitute a part of this Agreement.

      14.  Counterparts.  This  Amendment  may  be  executed  in any  number  of
counterparts by the parties hereto,  each of which counterparts when so executed
shall be an original,  but all counterparts  taken together shall constitute one
and the same instrument.

      [Remainder of page intentionally left blank. Signature pages follow.]


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<PAGE>

      IN WITNESS  WHEREOF,  the parties  have caused this  Amendment  to be duly
executed and delivered by their respective  proper and duly authorized  officers
as of the day and year first above written.



                                ALBANY INTERNATIONAL CORP.

                                By:    /s/ Michael C. Nahl
                                       -----------------------------------------
                                Name:  Michael C. Nahl
                                Title: Executive Vice President
                                       & Chief Financial Officer

                                ALBANY INTERNATIONAL HOLDINGS TWO, INC.,
                                as a Guarantor

                                By:    /s/ Christopher J. Connally
                                       -----------------------------------------
                                Name:  Christopher J. Connally
                                Title: Vice President & Assistant Secretary

                                ALBANY INTERNATIONAL TECHNIWEAVE, INC.,
                                as a Guarantor

                                By:    /s/ Michael C. Nahl
                                       -----------------------------------------
                                Name:  Michael C. Nahl
                                Title: Vice President & Assistant Secretary

                                ALBANY INTERNATIONAL RESEARCH CO., as a
                                Guarantor

                                By:    /s/ Charles J. Silva, Jr.
                                       -----------------------------------------
                                Name:  Charles J. Silva, Jr.
                                Title: Vice President, Assistant Treasurer
                                       & Assistant Secretary

                                GESCHMAY CORP. as a Guarantor

                                By:    /s/ Christopher J. Connally
                                       -----------------------------------------
                                Name:  Christopher J. Connally
                                Title: Vice President & Assistant Secretary


                                       7
<PAGE>

                                BRANDON DRYING FABRICS, INC., as a Guarantor

                                By:    /s/ Christopher J. Connally
                                       -----------------------------------------
                                Name:  Christopher J. Connally
                                Title: Vice President & Assistant Secretary

                                GESCHMAY WET FELTS, INC., as a Guarantor

                                By:    /s/ Christopher J. Connally
                                       -----------------------------------------
                                Name:  Christopher J. Connally
                                Title: Vice President & Assistant Secretary

                                GESCHMAY FORMING FABRICS CORP., as a Guarantor

                                By:    /s/ Christopher J. Connally
                                       -----------------------------------------
                                Name:  Christopher J. Connally
                                Title: Vice President & Assistant Secretary


                                       8
<PAGE>

The foregoing Amendment is hereby accepted as of the date first above written.

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

By: /s/ Paul L. Meiring
    ----------------------------------------------
    Name: Paul L. Meiring
    Title: Vice President

GIBRALTAR LIFE INSURANCE CO., LTD
By: Prudential Investment Management (Japan), Inc., as Investment Manager
    By: Prudential Investment Management, Inc., as Sub-Adviser

By: /s/ Paul L. Meiring
    ----------------------------------------------
    Name: Paul L. Meiring
    Title: Vice President

THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD.
By: Prudential Investment Management (Japan), Inc., as Investment Manager
    By: Prudential Investment Management, Inc., as Sub-Adviser

By: /s/ Paul L. Meiring
    ----------------------------------------------
    Name: Paul L. Meiring
    Title: Vice President

SECURITY BENEFIT LIFE INSURANCE COMPANY, INC.
By: Prudential Private Placement Investors, L.P. (as Investment Advisor)
    By: Prudential Private Placement Investors, Inc. (as its General Partner)

By: /s/ Paul L. Meiring
    ----------------------------------------------
    Name: Paul L. Meiring
    Title: Vice President


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