Exhibit 10(m)(xii)

                             Amendment No. 1 to the
                 Albany International Corp. 2005 Incentive Plan

      WHEREAS,  Albany  International Corp. (the "Company") maintains the Albany
International Corp. 2005 Incentive Plan (the "Plan"); and

      WHEREAS, the Board of Directors of the Company has designated authority to
the Compensation Committee (the "Committee") to administer the Plan; and

      WHEREAS,  the Committee  has the authority  pursuant to Sections 15 of the
Plan to amend the Plan as provided herein; and

      WHEREAS,  the  Committee  has  deemed  it  necessary  to amend the Plan to
conform to Section 409A of the Internal Revenue Code of 1986.

      NOW  THEREFORE,  the Plan is  amended,  effective  December  1,  2007,  as
follows:

      1. In regard to the definition of "Change in Control", Section 2. c) shall
be deleted in its entirety and replaced with the following:

      c) "Change in Control" may,  unless  otherwise  restricted in an Incentive
      Award, be deemed to have occurred if (i) there is a change of ownership of
      the Company as a result of one person, or more than one person acting as a
      group,  acquiring  ownership of stock of the Company  that,  together with
      stock held by such person or group, constitutes more than 50% of the total
      fair  market  value or total  voting  power of the  stock of the  Company,
      provided, however, that the acquisition of additional stock by a person or
      group who already  owns 50% of the total fair market value or total voting
      power of the  stock of the  Company  shall not be  considered  a Change in
      Control;  (ii) notwithstanding that the Company has not undergone a change
      in ownership as described in  subsection  (i) above,  there is a change in
      the effective control of the Company as a result of either (a) one person,
      or more than one person, acting as a group,  acquiring (or having acquired
      during  the 12  month  period  ending  on the  date  of  the  most  recent
      acquisition)  ownership of stock of the Company  possessing 30% or more of
      the total  voting  power of the stock of the Common,  or (b) a majority of
      the  members  of the  Board is  replaced  during  any 12 month  period  by
      directors  whose  appointment or election is not endorsed by a majority of
      the  members of the Board  before  the date of  appointment  or  election,
      provided,  however,  that in either  case the  acquisition  of  additional
      control by a person or group who  already  is  considered  to  effectively
      control the Company  shall not be  considered  to a Change in Control;  or
      (iii)  there is a change in  ownership  of a  substantial  portion  of the
      Company's assets as a result of one person, or more than one person acting
      as a group,  acquiring  (or having  acquired  during  the 12 month  period
      ending on the date of the most recent acquisition) assets from the Company
      that have a total gross fair market value equal to or more than 40% of the
      total gross fair market value of all the assets of the Company immediately
      before such acquisition or acquisitions,  provided, however, that there is
      no Change in Control if the transfer of assets is to the  shareholders  of
      the Company or an entity controlled by the shareholders of the Company.  A
      more restrictive  definition of Change in Control that may be set forth in
      any  Incentive  Award  shall   nonetheless   conform  to  the  regulations
      implementing Section 409A of the Code.

      2. In regard to the definition of "Fair Market Value", Section 2. l) shall
be deleted in its entirety and replaced with the following:

      l) "Fair Market Value"  means,  with respect to any share of Common Stock,
      the closing  price of such share as  reported in "New York Stock  Exchange
      Composite Transactions" in "The Wall Street Journal" for the relevant date
      or, if no quotation  shall have been made on such  relevant  date,  on the
      next  preceding  day on which there were  quotations  or, if the Company's
      shares of Common  Stock are not  traded on such  exchange,  such  price as
      reported on such other securities  market or exchange on which such shares
      are traded as the Committee shall determine.

      3.  Section  4.  Administration  of Plan  shall be amended by adding a new
sentence at the end of the first paragraph thereof, as follows:

      The Committee  intends to administer  the Plan in accordance  with Section
      409A of the Code and shall  construe  the terms of the Plan or any  Awards
      thereunder consistent with Section 409A.

      4. In regard to Stock Appreciation  Rights, the proviso in Section 7(a)(v)
shall be deleted so that  Section  7(a)(v)  shall now provide in its entirety as
follows:

      (v) to determine the exercise  price of each SAR,  which shall not be less
      than  100% of the Fair  Market  Value of the  Common  Stock on the date of
      grant.

      5. Section 10. Adjustment Upon Changes in Common Stock shall be amended so
that it provides, in its entirety, as follows:

      Notwithstanding  any  other  provision  of the  Plan,  in the event of any
      change in the  outstanding  shares  of  Common  Stock by reason of a stock
      dividend, recapitalization,  merger, consolidation,  split-up, combination
      or  exchange  of shares or the like,  the  aggregate  number  and class of
      shares for which  options  may be granted  under the Plan,  the number and
      class of shares  covered  by or  issuable  pursuant  to  Incentive  Awards
      granted under the Plan and the value of any outstanding  Incentive  Awards
      shall be  appropriately  adjusted by the  Committee,  whose  determination
      shall be conclusive.  No fractional  shares shall be issued under the Plan
      and any fractional  shares  resulting from  computations  pursuant to this
      Section shall be eliminated from the Incentive Award

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      6. A new Section 21 shall be added as follows:

      21.   Restriction on Acceleration

      In the event any Incentive Award provides for the acceleration of the date
      on which the Incentive Award becomes vested, exercisable, or transferable,
      as the case may be, due to the termination of the  Participant's,  then to
      the extent such  Participant is a key employee (as that term is defined in
      Section  416 of  the  Code),  the  date  to  which  such  right  shall  be
      accelerated  shall be no  earlier  than the first day of the month that is
      six months following the date of such termination.

      IN WITNESS  WHEREOF,  the  Committee  having so approved,  the Company has
caused this  Amendment to be duly executed on December 5, 2007, but effective as
of December 1, 2007.

                                    ALBANY INTERNATIONAL CORP.

                                    By: /s/ Charles J. Silva, Jr.
                                       ----------------------------------

                                    Its:  Vice President- General Counsel
                                        ---------------------------------

ATTEST:

/s/ Joseph M. Gaug
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