SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

BABB HENRY C

(Last)

(First)

(Middle)

C/O ALLIANCE ONE INT'L INC.

2201 MILLER ROAD

(Street)

WILSON

27893

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/13/2005

3. Issuer Name and Ticker or Trading Symbol
ALLIANCE ONE INTERNATIONAL, INC. [ AOI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP-CHIEF LEGAL OFFICER & SEC

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON STOCK	45,867⁽¹⁾	D
COMMON STOCK	813	I	401K

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
NON-QUALIFIED STOCK OPTION RIGHT TO BUY	06/11/2004⁽²⁾	06/11/2013	COMMON STOCK	9,000	$5.8	D
NON-QUALIFIED STOCK OPTION RIGHT TO BUY	08/13/2003⁽³⁾	08/13/2012	COMMON STOCK	9,000	$6.3	D
NON-QUALIFIED STOCK OPTION RIGHT TO BUY	08/14/2002⁽⁴⁾	08/14/2011	COMMON STOCK	9,000	$5.83	D
NON-QUALIFIED STOCK OPTION RIGHT TO BUY	08/10/2000⁽⁵⁾	08/10/2006	COMMON STOCK	9,000	$1.67	D
NON-QUALIFIED STOCK OPTION RIGHT TO BUY	08/10/1999⁽⁶⁾	08/10/2005	COMMON STOCK	1,800	$2.96	D

Explanation of Responses:

1. Received in exchange for 15,289 shares of STW Corporation common stock in connection with merger of STW Corporation into AOI Corporation (the "Merger"). On May 13, 2005, the closing price of STW's common stock was $19.35 per share, and the closing price of AOI's common stock was $6.47 per share.

2. The shares underlying this option become exercisable one-fourth on each of the four anniversaries of June 11, 2003, the date of the grant, subject to continued employment.

3. The shares underlying this option become exercisable one-fourth on each of the four anniversaries of August 13, 2002, the date of the grant, subject to continued employment.

4. The shares underlying this option become exercisable one-fourth on each of the four anniversaries of August 14, 2001, the date of the grant, subject to continued employment.

5. The shares underlying this option become exercisable one-fourth on each of the four anniversaries of August 10, 1999, the date of grant, subject to continued employment.

6. The shares underlying this option become exercisable one-fourth on each of the four anniversaries of August 10, 1998, the date of the grant, subject to continued employment.

Remarks:

	/s/ HENRY C. BABB, ATTORNEY-IN-FACT	05/24/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.