SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

BABB HENRY C

(Last)

(First)

(Middle)

C/O ALLIANCE ONE INTERNATIONAL, INC.

1108 WINDEMERE DR.

(Street)

WILSON

27896

(City)

(State)

(Zip)

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

5. 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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
03/31/2006

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/22/2005	08/22/2005	G	1,950	D	⁽⁹⁾	50,523⁽¹⁾⁽²⁾	D
Common Stock							1,501⁽²⁾⁽³⁾	I	401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
NON-QUALFIED STOCK OPTION - RIGHT TO BUY	$6.3						08/13/2003⁽⁴⁾	08/13/2012	Common Stock	9,000		9,000	D
NON-QUALFIED STOCK OPTION - RIGHT TO BUY	$5.83						08/14/2002⁽⁵⁾	08/14/2011	Common Stock	9,000		9,000	D
NON-QUALFIED STOCK OPTION - RIGHT TO BUY	$1.67						08/10/2000⁽⁶⁾	08/10/2006	Common Stock	9,000		0	D
NON-QUALIFIED STOCK OPTION - RIGHT TO BUY	$5.8						06/11/2004⁽⁷⁾	06/11/2013	Common Stock	9,000		9,000	D
Incentive Stock Option - Right to Buy	$3.96						08/30/2006⁽⁸⁾	08/30/2015	Common Stock	15,000		15,000	D

Explanation of Responses:

1. Includes 659 shares acquired by the Reporting Person between April 1, 2005 and March 31, 2006 under the Issuers Dividend Reinvestment Plan.

2. The totals vary from last filing due to mathematical and recordkeeping errors.

3. Includes 1485 shares of the Issuer's Common Stock under the 401(k) plan acquired by the Reporting Person between April 1, 2005 and March 31, 2006.

4. 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.

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

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

7. 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.

8. The shares underlying this option become exercisable one-fourth on each of the four anniversaries of August 30, 2005, the date of the grant, subject to continued employment.

9. Bonafide gift to emancipated adult daughter

Remarks:

	Henry C. Babb, Attorney-in-Fact	05/12/2006
	** 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 4 (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.