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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

Albany Molecular Research, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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ALBANY MOLECULAR RESEARCH, INC.
21 Corporate Circle
Albany, New York 12203

April 26, 2005

Dear Stockholder:

        You are cordially invited to attend the 2005 Annual Meeting of Stockholders of Albany Molecular Research, Inc. to be held on Wednesday, May 18, 2005 at 10:00 a.m. at the Company's corporate offices located at 26 Corporate Circle, Albany, New York 12203. The business to be conducted at the meeting is set forth in the formal notice that follows. In addition, immediately following the business portion of the meeting, we will review our operations, report on 2004 financial results and discuss our plans for the future.

        Your vote is important to us. Whether or not you plan to attend the meeting, we ask that you complete, date, sign and return the enclosed proxy card in the envelope provided. If you attend the meeting, you may vote in person if you wish, even if you have previously returned your proxy card.

Sincerely,



Thomas E. D'Ambra, Ph.D.
Chairman, Chief Executive Officer and President

ALBANY MOLECULAR RESEARCH, INC.
21 Corporate Circle
Albany, New York 12203

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 18, 2005

        NOTICE IS HEREBY GIVEN that the 2005 Annual Meeting of Stockholders of Albany Molecular Research, Inc., a Delaware corporation (the "Company"), will be held on Wednesday, May 18, 2005 at 10:00 a.m., local time, at the Company's corporate offices located at 26 Corporate Circle, Albany, New York 12203 (including any adjournments or postponements thereof, the "Annual Meeting") for the following purposes:

1.

To elect two Class I directors of the Company, each to serve until the 2008 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier resignation or removal; and



2.

To consider and act upon any other matters that may properly come before the Annual Meeting.

        The Board of Directors has fixed the close of business on March 25, 2005 as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. Only stockholders of record of the Company's common stock, par value $.01 per share, at the close of business on that date will be entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof.

        In the event there are not sufficient shares to be voted in favor of any of the foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies.

By Order of the Board of Directors,



Mark T. Frost
Chief Financial Officer, Treasurer and Secretary

Albany, New York
April 26, 2005

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.

ALBANY MOLECULAR RESEARCH, INC.
21 Corporate Circle
Albany, New York 12203

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 18, 2005

April 26, 2005

        This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Albany Molecular Research, Inc., a Delaware corporation (the "Company"), for use at the Annual Meeting of Stockholders of the Company to be held on Wednesday, May 18, 2005 at 10:00 a.m., local time, at the Company's corporate offices located at 26 Corporate Circle, Albany, New York 12203 and any adjournments or postponements thereof (the "Annual Meeting").

        At the Annual Meeting, stockholders will be asked to consider and vote upon the following matters:

1.

The election of two Class I directors of the Company, each to serve until the 2008 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier resignation or removal; and



2.

Such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

        The Notice of Annual Meeting, Proxy Statement and Proxy Card are first being mailed to stockholders of the Company on or about April 26, 2005 in connection with the solicitation of proxies for the Annual Meeting. The Board of Directors has fixed the close of business on March 25, 2005 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting (the "Record Date"). Only stockholders of record of the Company's common stock, par value $.01 per share ("Common Stock"), at the close of business on the Record Date will be entitled to notice of and to vote at the Annual Meeting. As of the Record Date, there were 32,234,782 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. Holders of Common Stock outstanding as of the close of business on the Record Date will be entitled to one vote for each share held by them.

        The presence, in person or by proxy, of a majority of the total number of outstanding shares of Common Stock entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting. A quorum being present, the affirmative vote of a plurality of the votes cast is necessary to elect a nominee as a director of the Company.

        Shares that reflect abstentions or "broker non-votes" (i.e., shares represented at the meeting held by brokers or nominees as to which instructions have not been received from the beneficial owners or persons entitled to vote such shares and with respect to which the broker or nominee does not have discretionary voting power to vote such shares) will be counted for purposes of determining whether a quorum is present for the transaction of business at the Annual Meeting. With respect to the election of directors, votes may be cast in favor of or withheld from the nominees; votes that are withheld will be excluded entirely from the vote and will have no effect. Broker non-votes will also have no effect on the outcome of the election of directors.

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Stockholders of the Company are requested to complete, date, sign and return the accompanying Proxy Card in the enclosed envelope. The persons named as attorneys-in-fact in the proxies, Thomas E. D'Ambra and Mark T. Frost, were selected by the Board of Directors and are officers of the Company. Shares of Common Stock represented by properly executed proxies received by the Company and not revoked will be voted at the Annual Meeting in accordance with the instructions contained therein. If instructions are not given, properly executed proxies will be voted "FOR" the election of the nominees for director listed in this Proxy Statement. It is not anticipated that any matters other than the election of directors will be presented at the Annual Meeting. If other matters are presented, proxies will be voted in accordance with the discretion of the proxy holders.

        A stockholder of record may revoke a proxy at any time before it has been exercised by giving written notice of such revocation to the Secretary of the Company, by signing and duly delivering a proxy bearing a later date, or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not by itself revoke a proxy.

        The Annual Report of the Company, including financial statements for the fiscal year ended December 31, 2004, is being mailed to stockholders of the Company concurrently with this Proxy Statement. The Annual Report, however, is not a part of the proxy solicitation materials.

PROPOSAL 1
ELECTION OF DIRECTORS

        The Board of Directors of the Company currently consists of seven members and is divided into three classes, with two directors in Class I, three directors in Class II and two directors in Class III. Directors serve for three-year terms with one class of directors being elected by the Company's stockholders at each annual meeting.

        At the Annual Meeting, two Class I directors will be elected to serve until the 2008 annual meeting of stockholders and until their respective successors are duly elected and qualified or until their earlier resignation or removal. The Board of Directors has nominated Frank W. Haydu, III, and Arthur J. Roth, CPA for election as Class I directors. Unless otherwise specified in the proxy, it is the intention of the persons named in the proxy to vote the shares represented by each properly executed proxy for the election of Frank W. Haydu, III, and Arthur J. Roth as Class I directors. Each nominee has agreed to stand for election and to serve, if elected, as director. However, if a person nominated by the Board of Directors fails to stand for election or is unable to accept election, the proxies will be voted for the election of such other person or persons as the Board of Directors may recommend.

Vote Required For Approval

        A quorum being present, the affirmative vote of a plurality of the votes cast is necessary to elect a nominee as a director of the Company.

Recommendation

The Board of Directors of the Company recommends a vote FOR the election of its nominees as directors of the Company.

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INFORMATION REGARDING DIRECTORS

The Board of Directors and its Committees

        The Board of Directors currently consists of seven (7) members. The Board of Directors has made a determination that Paul S. Anderson, Ph.D., Frank W. Haydu, III, Kevin O'Connor, Arthur J. Roth, CPA, and Anthony P. Tartaglia, M.D., are independent as defined in Rule 4200(a)(15) under the Marketplace Rules of the National Association of Securities Dealers, Inc. The Board of Directors of the Company held five (5) meetings during 2004. During 2004, each of the incumbent directors then serving, attended 100% of the total number of meetings of the Board of Directors and of the committees of which he was a member. The Board expects all directors to attend annual meetings of stockholders and all directors then serving were in attendance at the 2004 Annual Meeting of Stockholders. The Board of Directors has established an Audit Committee (the "Audit Committee"), a Compensation Committee (the "Compensation Committee"), a Nominating and Corporate Governance Committee (the "Nominating Committee") and a Research and Development Committee (the "Research Committee").

        The Audit Committee.    The Audit Committee appoints the independent registered public accountant to audit the Company's financial statements and to perform services related to such audit, reviews the scope and results of the audit with the independent accountants, reviews the Company's year-end operating results with management and the independent accountants, considers the adequacy of the internal accounting procedures and considers the effect of such procedures on the accountants' independence. The Audit Committee consists of Messrs. Haydu (Chair), and Roth and Drs. Anderson and Tartaglia, each of whom is independent as defined by the applicable rules of Nasdaq and the Securities and Exchange Commission, or SEC, and as affirmed by the Board of Directors. The Board of Directors has determined that each of Messrs. Haydu, Roth and Dr. Tartaglia qualify as an "audit committee financial expert" as such term is defined by the rules adopted by the SEC. The Audit Committee held sixteen (16) meetings during 2004. A copy of the Audit Committee Charter is available on the Company's website at www.albmolecular.com under the Investor Relations section.

        The Compensation Committee.    The Compensation Committee reviews and recommends the compensation arrangements for executive officers, including the Chief Executive Officer, and reviews general compensation levels for other employees as a group, determines equity-based awards to be granted to eligible persons under the Company's 1998 Stock Option and Incentive Plan (the "1998 Stock Plan") and takes such other action as may be required in connection with the Company's compensation and incentive plans. The Compensation Committee consists of Drs. Tartaglia (Chair) and Anderson, and Mr. O'Connor, each of whom is independent as defined by the applicable rules of Nasdaq and the SEC, and as affirmed by the Board of Directors. The Compensation Committee held three (3) meetings during 2004. A copy of the Compensation Committee Charter is available on the Company's website at www.albmolecular.com under the Investor Relations section.

        The Nominating Committee.    The Nominating Committee consists of Messrs. O'Connor (Chair) and Roth, each of whom is independent for purposes of the listing standards of Nasdaq. The Nominating Committee is responsible for the implementation of the Company's Corporate Governance Guidelines and the evaluation and recommendation to the Board of Directors of candidates for election to the Board of Directors. In evaluating and determining whether to recommend a person as a candidate for election as a director, the Nominating Committee considers the minimum qualifications set forth in the Nominating Committee Charter including:

•

the highest personal and professional integrity,



•

demonstrated exceptional ability and judgment,

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•

effectiveness, in conjunction with the other members of the Board, in collectively serving the long-term interests of the Company's stockholders,



•

the nominee shall be highly accomplished in his or her respective field, with superior credentials and recognition,



•

the nominee shall have sufficient time and availability to devote to the affairs of the Company, particularly in light of the number of boards on which the nominee may serve and;



•

to the extent such nominee serves or has previously served on other boards, the nominee shall have a demonstrated history of actively contributing at board meetings.

        The Nominating Committee may employ a variety of methods for identifying and evaluating nominees for director. The Committee may assess the size of the Board of Directors, the need for particular expertise on the Board, the upcoming election cycle of the Board of Directors and whether any vacancies are expected, due to retirement or otherwise. In the event that vacancies are anticipated or otherwise arise, the Committee will consider various potential candidates for director which may come to the Nominating Committee's attention through current directors, professional search firms, stockholders or other persons. The Nominating Committee will consider candidates recommended by stockholders, when the nominations are properly submitted, under the criteria summarized above. Following verification of the stockholder status of persons proposing candidates, the Nominating Committee makes an initial analysis of the qualifications of any recommended candidate pursuant to the criteria summarized above to determine whether the candidate is qualified for service on the Board of Directors before deciding to undertake a complete evaluation of the candidate. The same identifying and evaluating procedures apply to all candidates for director nomination, including candidates submitted by stockholders. See "Submission of Stockholder Proposals for 2006 Annual Meeting" in this Proxy Statement. The Nominating Committee held three (3) meetings during 2004. A copy of the Nominating Committee Charter is available on the Company's website at www.albmolecular.com under the Investor Relations section.

        The Research Committee.    The Research Committee was established by the Board of Directors in April 2005 and consists of Drs. Anderson (Chair), Kuhla and Tartaglia. The Research Committee assists the Company in evaluating research and development issues and decisions, and provides a detailed perspective on research and development efforts to the Board of Directors. A copy of the Research Committee Charter is available on the Company's website at www.albmolecular.com under the Investor Relations section.

        Stockholder Communication.    The Board of Directors welcomes the submission of any comments or concerns from stockholders and any interested parties. Communications should be addressed to Mark T. Frost, Secretary, Albany Molecular Research, Inc., 21 Corporate Circle, P.O. Box 15098, Albany, NY 12212-5098 and marked to the attention of the Board of Directors or any of its committees or individual directors.

        Fees for Non-Employee Directors.    Non-employee directors receive $20,000 annually, plus $2,000 per Board meeting attended and $1,000 per Committee meeting attended, as compensation for their services as directors. Additionally, the Audit Committee Chairman receives $5,000 annually, while the Nominating Committee Chairman, the Compensation Committee Chairman and the Research Committee Chairman each receive $2,500 annually as compensation for their services as Committee Chairmen. Each non-employee director also receives a grant of options to purchase 5,000 shares of Common Stock on an annual basis. These options are granted with an exercise price equal to the fair market value of the Common Stock on the date of the grant. The options vest in three annual installments beginning on the first anniversary of the date of grant based on continued Board service. Further, each director is reimbursed for reasonable travel and other expenses incurred in attending

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meetings. Directors who are also employees do not receive any compensation for their service as directors.

        The following table and biographical descriptions set forth certain information with respect to the nominees for election as Class I directors at the Annual Meeting and the continuing directors whose terms expire at the annual meetings of stockholders in 2006 and 2007, based on information furnished by them to the Company. There is no family relationship between any director or executive officer of the Company. The following information is as of December 31, 2004.

Name	Age	Director Since
Class I—Term Expires in 2005
Frank W. Haydu, III (1) *	57	1998
Arthur J. Roth, CPA (1)(3)*	65	2003
Class II—Term Expires in 2006
Paul S. Anderson, Ph.D. (1)(2)(4)	66	2002
Donald E. Kuhla, Ph.D (4)	62	1995
Kevin O'Connor (2)(3)	50	2000
Class III—Term Expires in 2007
Thomas E. D'Ambra, Ph.D.	49	1991
Anthony P. Tartaglia, M.D. (1)(2)(4)	72	1995

*

Nominee for election.

(1)

Member of Audit Committee.

(2)

Member of Compensation Committee.

(3)

Member of Nominating Committee.

(4)

Member of Research Committee.

Nominees for Election as Directors

        Frank W. Haydu, III has served as one of our directors since October 1998. Mr. Haydu has served as a Managing Director of Valuation Perspectives, Inc., a financial services consulting firm, since co-founding it in November 2001. Mr. Haydu previously served as the Chairman of Haydu & Lind, LLC, a senior living development company, upon co-founding it in June 1996 until its sale in May 2001. Mr. Haydu also served as the interim Commissioner of Education of Massachusetts from February 1998 to July 1998. Prior to co-founding Haydu & Lind, LLC, Mr. Haydu served as the interim President and Chief Executive Officer of the New England Medical Center Hospitals, Inc. from October 1995 to May 1996, a Senior Advisor to Smith Barney, Inc., an investment bank, from August 1994 to August 1995, and as a Managing Director of Kidder, Peabody & Company, Inc., an investment bank, from 1990 to August 1994. Mr. Haydu also serves as a director of Moldflow Corporation, iParty Corp. and several private companies. Mr. Haydu holds a B.A. degree in economics/accounting from Muhlenberg College.

        Arthur J. Roth, CPA has served as one of our directors since October 2003. Mr. Roth previously served as commissioner of the New York State Department of Taxation and Finance from 1999 to 2003. Prior to his appointment as Commissioner, Mr. Roth was Deputy Commissioner for Operations, New York State Department of Taxation and Finance from 1996 until 1999. Mr. Roth was a senior consulting director with Coopers and Lybrand from 1992 to 1996 and a founder and managing director of Roth Nobis & Company, an accounting firm serving the manufacturing and service industries, from 1968 to 1992. Mr. Roth also serves as a director of First Albany Companies, Inc., MVP Health Plans,

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Inc., Harriman Campus Research & Development Park and several private companies. Mr. Roth is a certified public accountant and holds a B.A. degree in economics from Syracuse University.

Incumbent Directors—Terms Expiring in 2006

        Paul S. Anderson, Ph.D. has served as one of our directors since May 2002. Dr. Anderson served as Vice President of drug discovery at Bristol-Myers Squibb Company from 2001 to 2002. Prior to that, Dr. Anderson served as Senior Vice President of chemical and physical sciences for the DuPont Pharmaceuticals Company from 1998 until 2001 when DuPont Pharmaceuticals Company was acquired by Bristol-Myers Squibb Company. Dr. Anderson previously served in a number of research chemistry positions at Merck from 1964 to 1998. Dr. Anderson has served as Chairman of the medicinal chemistry division of the American Chemical Society, Chairman of the Gordon Research Conference on Medicinal Chemistry, and Chairman of the National Institutes of Health Study Section on Bioorganic Chemistry and Natural Products. In 1997, he served as President of the American Chemical Society. Dr. Anderson also serves as a director of MDS, Inc., a Canadian life sciences company. Dr. Anderson obtained a B.S. in chemistry from the University of Vermont and a Ph.D. in chemistry from the University of New Hampshire.

        Donald E. Kuhla, Ph.D. was employed by the company in 2004 and focused on business development activities. Prior to that, Dr. Kuhla served as our Executive Vice President and Organichem's President from January 2003 through December 2003 and as our President and Chief Operating Officer from July 1998 to February 2003. Dr. Kuhla has served as a director since October 1995. Prior to joining us as an employee, Dr. Kuhla served as Vice President and Chief Technical Officer of Plexus Ventures, Inc., a biotechnology investment and consulting company, from February 1994 to June 1998, the Chief Operating Officer of Hybridon, Inc., a pharmaceutical company, and Enzymatics, Inc., a medical diagnostics company, from November 1990 to February 1994, in various positions with Rorer Group, Inc., a pharmaceutical company, from 1981 to 1990, and in various positions with Pfizer Inc., a pharmaceutical company, from 1968 to 1981. Dr. Kuhla is also a director of NPS Pharmaceuticals Inc. Dr. Kuhla holds a B.A. degree in chemistry from New York University and a Ph.D. in organic chemistry from Ohio State University.

        Kevin O'Connor has served as one of our directors since March 2000. Mr. O'Connor has served as Chief Executive Officer of Tech Valley Communications, a telecommunications company, since July 2000. Mr. O'Connor previously served as the President of the Center for Economic Growth, Inc., a business- sponsored economic development organization, from February 1992 through July 2000. Mr. O'Connor also served as a Deputy Commissioner for the New York State Department of Economic Development from September 1987 to February 1992, as a Program Associate for the New York State Governor's Office from July 1984 to September 1987 and held various positions in the New York State Division of the Budget and the New York State Department of Health from January 1980 to July 1984. Mr. O'Connor also serves as a director of several private companies and non-profit organizations. Mr. O'Connor holds a B.A. degree in history and a Masters degree in public administration from the State University of New York College in Brockport.

Incumbent Directors—Terms Expiring in 2007

        Thomas E. D'Ambra, Ph.D. co-founded the Company in 1991 and has served as our Chairman of the Board and Chief Executive Officer since inception. Dr. D'Ambra was appointed the additional title of President in February 2003. Prior to co-founding the Company, Dr. D'Ambra served as the Vice President, Chemistry and co-founder of Coromed, Inc., a traditional development contract research organization, from 1989 to 1991 and Group Leader and Senior Research Chemist with Sterling Winthrop, Inc., a pharmaceutical company, from 1982 to 1989. Dr. D'Ambra is also a director of Fluorous Technologies, Inc. Dr. D'Ambra holds a B.A. degree in chemistry from the College of the Holy Cross and a Ph.D. in organic chemistry from the Massachusetts Institute of Technology.

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        Anthony P. Tartaglia, M.D. has served as one of our directors since October 1995. Dr. Tartaglia served as a physician with Albany Medical Center from 1984 until his retirement in June 1998 and also served as Dean of Albany Medical College from 1990 to June 1995. Dr. Tartaglia previously served as Executive Director of the Albany Medical Center Hospital from 1987 to 1990, Senior Vice President for Patient Care of the Albany Medical Center from 1984 to 1987 and as Chief of Medicine at St. Peter's Hospital in Albany from 1975 to 1984. Dr. Tartaglia holds a B.S. degree in biology from Union College and an M.D. from the University of Rochester Medical School.

EXECUTIVE OFFICERS

        The names and ages of all executive officers of the Company are set forth below. In addition, set forth below is certain biographical information for each executive officer who is not a director, including his principal occupation and business experience for at least the last five years.

Name	Age	Position
Thomas E. D'Ambra, Ph.D	49	Chairman of the Board of Directors, Chief Executive Officer and President
Mark T. Frost	41	Chief Financial Officer, Treasurer and Secretary
James J. Grates	43	Vice President, Administration
Michael P. Trova, Ph.D	43	Senior Vice President, Chemistry

        Mark T. Frost has served as our Chief Financial Officer since December 2004. Prior to joining us, Mr. Frost was Vice President, Finance for Smith & Nephew Endoscopy, a global medical device division of S&N PLC, a medical device company, from September 1999 to November 2004. Prior to that, Mr. Frost spent 14 years in progressively responsible positions at General Electric Company, culminating in his appointment as chief financial officer of GE Capital's Groupe Sovac Auto Financial Services in France. Prior to becoming CFO, he had been director of financial planning and analysis and deputy managing director and chief financial officer of GE Capital's joint venture in Thailand. In addition, Mr. Frost held positions within GE Medical, GE's Corporate Audit Staff, and he completed GE's Financial Management Program. Mr. Frost holds a B.A. degree in international relations/economics from Colgate University and has completed graduate coursework at INSEAD.

        James J. Grates currently serves as our Vice President, Administration. Prior to serving as our Vice President, Administration, Mr. Grates served as our Vice President, Operations from March 2001 to April 2005, Vice President, Human Resources from May 1999 to March 2001 and as our Director, Human Resources from December 1996 to May 1999. Prior to joining the Company, Mr. Grates was Executive Vice President, Corporate Services with Corporate Health Dimensions, a health care service provider company, from April 1995 to December 1996 and Manager of Human Resources with Norton Performance Plastics, Inc., a plastic manufacturer, from June 1990 to September 1995. Mr. Grates holds an A.A.S. degree in marketing from Herkimer County Community College and a B.S. degree in business administration from Syracuse University.

        Michael P. Trova, Ph.D. currently serves as our Senior Vice President, Chemistry. Previously, Dr. Trova served as our Senior Vice President, Medicinal Chemistry from September 2000 to January 2004, Vice President, Medicinal Chemistry from March 1998 to August 2000, as our Director of Medicinal Chemistry from August 1996 to March 1998 and as our Assistant Director of Medicinal Chemistry from August 1995 to August 1996. Prior to joining the Company, Dr. Trova was a staff scientist with American Cyanamid, Lederle Laboratories, a pharmaceutical company, from 1989 to August 1995, and a post-doctoral researcher at the Massachusetts Institute of Technology from 1987 to 1989. Dr. Trova holds a B.S. degree in chemistry from Rensselaer Polytechnic Institute and a Ph.D. in organic chemistry from Ohio State University.

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EXECUTIVE COMPENSATION

Summary Compensation

        Summary Compensation.    The following table sets forth information concerning the compensation for the fiscal years ended December 31, 2002, 2003 and 2004 of the Company's Chief Executive Officer, the three most highly compensated executive officers, other than the CEO, who were serving as executive officers as of December 31, 2004, and one former executive officer who would have been one of the four most highly compensated executive officers but for the fact that he was not serving as an executive officer of the Company at December 31, 2004 (the "Named Executive Officers").

Summary Compensation Table

				Long-Term Compensation Awards
	Annual Compensation			Securities Underlying Options (#)
Name and Principal Position					All Other Compensation ($)
	Year	Salary ($)	Bonus ($)
Thomas E. D'Ambra, Ph.D. Chairman, Chief Executive Officer and President	2004 2003 2002	250,000 250,000 250,000	— — —	— — —	4,795,286 5,162,726 5,118,604	(1) (1) (1)
Lawrence D. Jones, Ph.D*. Senior Vice President, Business Development	2004 2003 2002	188,327 182,784 175,770	5,000 5,000 26,500	5,000 11,650 10,000	6,754 6,279 4,865	(2) (2) (2)
Michael P. Trova, Ph.D. Senior Vice President, Chemistry	2004 2003 2002	185,239 179,786 172,872	20,000 10,000 26,085	10,000 10,840 10,000	6,572 3,672 13,300	(3) (3) (3)
James J. Grates Vice President, Administration	2004 2003 2002	195,192 171,154 146,923	10,000 15,000 23,750	10,000 11,000 10,000	16,882 16,154 14,062	(3) (3) (3)
David P. Waldek** Chief Financial Officer and Treasurer	2004 2003 2002	210,950 216,923 198,000	56,650 15,000 75,000	10,000 15,875 15,000	6,824 3,681 3,300	(2) (2) (2)

*

Dr. Jones' employment with the Company ended in January 2005.

**

Mr. Waldek's employment with the Company ended in November 2004.

(1)

Consists of (i) $4,788,786 earned by Dr. D'Ambra under the Company's Technology Development Incentive Plan and $6,500 in matching contributions under the Company's 401(k) plan for 2004, (ii) $5,157,534 earned by Dr. D'Ambra under the Company's Technology Development Incentive Plan and $5,192 in matching contributions under the Company's 401(k) plan for 2003 and (iii) $5,113,890 earned by Dr. D'Ambra under the Company's Technology Development Incentive Plan and $4,714 in matching contributions under the Company's 401(k) plan for 2002. Please refer to the "Report of the Compensation Committee of the Board of Directors on Executive Compensation—Compensation of Chief Executive Officer" below for additional information.

(2)

Consists of matching contributions under the Company's 401(k) plan.

(3)

Consists of matching contributions under the Company's 401(k) plan and $10,000 in debt forgiveness pursuant to the terms of notes payable to the Company.

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        Option Grants in Fiscal Year 2004.    The following table sets forth information regarding stock options granted during 2004 to the Company's Named Executive Officers.

Option Grants in Last Fiscal Year

						Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term (2)
	Individual Grants
	Number of Securities Underlying Options Granted (#)(1)	Percent of Total Options Granted to Employees in Fiscal Year
Name				Exercise or Base Price ($/Sh)	Expiration Date
						5% ($)	10% ($)
Thomas E. D'Ambra, Ph.D.	—	—		—	—	—	—
James J. Grates	10,000	1.9	%	15.85	2/05/14	99,680	252,608
Lawrence D. Jones, Ph.D.*	5,000	1.0	%	15.85	2/05/14	49,840	126,304
Michael Trova, Ph.D	10,000	1.9	%	15.85	2/05/14	99,680	252,608
David P. Waldek**	10,000	1.9	%	15.85	2/05/14	99,680	252,608

*

Dr. Jones' employment with the Company ended in January 2005.

**

Mr. Waldek's employment with the Company ended in November 2004.

(1)

Vesting of options is subject to the continuation of such employee's service relationship with the Company. The options for Drs. Jones and Trova and Messrs. Grates and Waldek vest as follows: 60% on the third anniversary of the grant date, an additional 20% on the fourth anniversary of the grant date and an additional 20% on the fifth anniversary of the grant date. All options expire ten years after the grant date, subject to earlier termination in accordance with the 1998 Stock Plan and the applicable option agreement.

(2)

The amounts shown as potential realizable value are calculated based on the requirements of the Securities and Exchange Commission and are not an indicator of the future performance of our stock. Actual amounts realized, if any, will depend on the future performance of our stock and the price of our common stock on the date on which the options are exercised.

        Option Exercises and Year-End Holdings.    The following table sets forth information concerning the number and value of unexercised options to purchase Common Stock of the Company held by the Named Executive Officers. One of the Named Executive Officers exercised stock options during 2004.

Aggregated Option Exercises in Fiscal Year 2004
and Fiscal Year-End 2004 Option Values

			Number of Securities Underlying Unexercised Options at Fiscal Year-End (#)
					Value of Unexercised In-the-Money Options at Fiscal Year-End ($)(1)
	Shares Acquired On Exercise (#)
Name		Value Realized ($)
			Exercisable	Unexercisable	Exercisable	Unexercisable
Thomas E. D'Ambra, Ph.D.	—	—	—	—	—	—
James J. Grates.	—	—	21,594	27,000	25,251	—
Lawrence D. Jones, Ph.D*.	—	—	40,700	36,050	119,978	—
Michael P. Trova, Ph.D.	—	—	39,283	39,640	52,437	—
David P. Waldek**	103,000	123,600	15,200	49,675	—	—

*

Dr. Jones' employment with the Company ended in January 2005.

**

Mr. Waldek's employment with the Company ended in December 2004.

(1)

Based on the average of the high and low sales prices of the Common Stock on December 31, 2004 ($11.20), minus the exercise price, multiplied by the number of shares underlying the options.

9

Report of the Compensation Committee of the Board of Directors on Executive Compensation

        The Compensation Committee of the Board of Directors consists of Drs. Tartaglia (Chair) and Anderson, and Mr. O'Connor, none of whom is an officer or employee of the Company. The Compensation Committee met three (3) times during 2004. The Compensation Committee reviews and recommends the compensation arrangements for executive officers, including the Chief Executive Officer, and reviews general compensation levels for other employees as a group, determines the options or other equity-based compensation to be granted to eligible persons under the 1998 Stock Plan and takes such other action as may be required in connection with the Company's compensation and incentive plans.

        Compensation Policies for Executive Officers.    The Compensation Committee's executive compensation philosophy is to: (i) provide competitive levels of compensation that integrate pay with the individual executive's performance and the Company's short-and long-term performance goals; (ii) motivate key executives to achieve strategic business goals and reward them for their achievement; (iii) provide compensation opportunities and benefits that are comparable to those offered by other companies in the pharmaceutical and biotechnological industry, thereby allowing the Company to compete for and retain talented executives who are critical to the Company's short- and long-term success; (iv) align the interests of key executives with the short- and long-term interests of stockholders and the enhancement of stockholder value through the granting of equity-based compensation; and (v) recognize individual contributions as well as overall business results. The Company's objectives include qualitative factors that strengthen the Company's ability to enhance profitable growth over the long-term, such as demonstrated leadership ability, management development, insuring compliance with laws, regulations and Company policies, and anticipating and responding to changing market and economic conditions.

        The compensation of the Company's Chief Executive Officer and other executive officers is currently comprised of an annual base salary, annual performance incentives in the form of cash bonuses and long-term performance incentives in the form of stock option or restricted stock grants under the 1998 Stock Plan.

        The Compensation Committee has determined that base salaries of executive officers should be set at levels that are competitive with those of executives of comparably sized companies in the pharmaceutical and biotechnological industry. In addition, the Compensation Committee believes that it is appropriate to reward performance through a combination of cash bonuses and stock option grants and to provide a competitive compensation package that will enable the Company to attract and retain the executives needed to enhance the Company's short-term financial performance and to enhance profitable growth over the long-term. In establishing compensation levels for the Company's executive officers, the Compensation Committee is advised by a firm of independent compensation consultants.

        Base Salary.    Base salaries for each of the Company's executive officers are targeted according to the salaries of employees holding similar offices and having similar responsibilities at comparably-sized companies within the pharmaceutical and biotechnological industry. Annual salary adjustments for executive officers are determined by evaluating the competitive marketplace, the performance of the Company, the performance of the executive officer and any change in the responsibilities assumed by such executive officer. Salary adjustments are normally determined and made on an annual basis.

        Bonuses.    At the beginning of each year, the Compensation Committee adopts a performance bonus program setting forth strategic goals for the year and a percentage of base salary that will be awarded to the senior management team based upon the achievement of these goals. All awards are paid in full, in cash, following the year of performance. The Compensation Committee awarded bonuses to its executive officers for 2004 based on the achievement of the Company and individual pre-determined goals for 2004.

10

        Stock Option and Restricted Stock Grants.    Stock options and restricted stock grants are designed to attract and retain executives who can make significant contributions to the Company's success, reward executives for such significant contributions, give executives a long-term incentive to increase shareholder value and align the interests of the Company's senior executives with those of its stockholders. In determining whether to grant stock options or award restricted stock to executive officers, the Compensation Committee evaluates each officer's performance by examining criteria similar to that involved in fixing cash bonuses. The Compensation Committee also may grant stock options or award restricted stock for executive retention purposes, taking into account, among other things, general industry practices. Stock options generally have been granted with a ten-year term, with 60% vesting on the third anniversary of the grant date and the remainder vesting in equal annual installments over the next two years at an exercise price equal to or above the fair market value of the Common Stock on the grant date. The Company made no awards of restricted stock in 2004.

        Compensation of Chief Executive Officer.    Thomas E. D'Ambra, Ph.D., the Company's Chief Executive Officer, receives compensation consisting of a salary and payments under the Company's Technology Development Incentive Plan and regular benefits in effect for senior executives of the Company. In 2004, the Compensation Committee reviewed the compensation paid to chief executive officers of comparable companies and evaluated Dr. D'Ambra's achievement of corporate, individual and organizational objectives for 2004. Dr. D'Ambra's annual salary for 2004 was $250,000. The Compensation Committee believes that salary and bonus compensation actually paid to Dr. D'Ambra is substantially below the salary and bonus compensation paid to chief executive officers of comparably-sized companies within the pharmaceutical and biotechnological industry. The base salary for Dr. D'Ambra was established pursuant to his employment agreement with the Company. Such employment agreement is described more fully below under "Agreements with Named Executive Officers." Although the Compensation Committee determined to award Dr. D'Ambra a salary increase, bonus and stock options for 2004, he requested not to receive a salary increase, bonus or stock options in 2004. Dr. D'Ambra is entitled to payments under the Company's Technology Development Incentive Plan for amounts paid to the Company under the license agreement with Sanofi-Aventis, including 10% of all royalties paid to the Company. During 2004 Dr. D'Ambra earned the right to receive payments in the aggregate of $4,788,786 under the Technology Development Incentive Plan, which payments are unrelated to Dr. D'Ambra's performance of his duties as Chief Executive Officer of the Company. Please refer to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed on March 16, 2005, for information on the Company's licensing agreement with Sanofi-Aventis.

        No portion of this Compensation Committee Report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, through any general statement incorporating by reference in its entirety the Proxy Statement in which this report appears, except to the extent that the Company specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed filed under either the Securities Act or the Exchange Act.

The Compensation Committee:

Anthony P. Tartaglia, M.D., Chairman
Paul S. Anderson, Ph.D.
Kevin O'Connor

11

Report of the Audit Committee of the Board of Directors

        The Company's Audit Committee consists of Messrs. Haydu (Chair), and Roth, and Drs. Anderson and Tartaglia. The Board of Directors has determined that each Audit Committee member is independent as defined in Rule 4200(a)(15) under the Marketplace Rules of the National Association of Securities Dealers, Inc. as well as under applicable SEC rules. The Audit Committee met sixteen (16) times during 2004.

        The Audit Committee has reviewed and discussed with management and the independent auditors, PricewaterhouseCoopers LLP ("PricewaterhouseCoopers"), the Company's December 31, 2004 audited financial statements and management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2004. The Audit Committee also reviewed the Company's quarterly financial statements during 2004 and discussed them with both the management of the Company and PricewaterhouseCoopers prior to including such interim financial statements in the Company's quarterly reports on Form 10-Q. The Audit Committee met with PricewaterhouseCoopers without management present on a quarterly basis. The Audit Committee has also discussed with PricewaterhouseCoopers the matters required to be discussed by Statement on Auditing Standards No. 61 (communication with audit committees) as amended by Statement on Auditing Standards No. 90 (audit committee communications). In addition, the Audit Committee has received from PricewaterhouseCoopers the written disclosures and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and has also discussed with PricewaterhouseCoopers its independence from the Company. The Audit Committee has considered whether PricewaterhouseCoopers' provision of non-audit services to the Company is compatible with PricewaterhouseCoopers' independence.

        During the course of the fiscal year ended December 31, 2004, management completed the documentation, testing and evaluation of the Company's system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act and related regulations. The Audit Committee was kept apprised of the progress of the evaluation and provided oversight and advice to management during the process. In connection with this oversight, the Audit Committee received periodic updates provided by management and PricewaterhouseCoopers at Committee meetings held throughout the year. At the conclusion of the process, management provided the Committee with and the Committee reviewed a report on the effectiveness of the Company's internal control over financial reporting. The Committee also reviewed the report of management contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed with the SEC, as well as PricewaterhouseCoopers Report of Independent Registered Public Accounting Firm included in the Company's Annual Report on Form 10-K related to its audit of (i) the consolidated financial statements, (ii) management's assessment of the effectiveness of internal control over financial reporting and (iii) the effectiveness of internal control over financial reporting. The Committee continues to oversee the Company's efforts related to its internal control over financial reporting and management's remediation efforts with respect to the Company's control deficiencies and preparations for the evaluation of internal control over financial reporting in the fiscal year ending December 31, 2005.

        Based on the reviews and discussions referred to above, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2004 for filing with the Securities and Exchange Commission.

        Although the Audit Committee oversees the Company's financial reporting process for the Board of Directors consistent with the audit committee charter, management has primary responsibility for this process, including the Company's system of internal controls, and for the preparation of the Company's financial statements in accordance with generally accepted accounting principles. In

12

addition, PricewaterhouseCoopers and not the Audit Committee is responsible for auditing those statements.

        No portion of this Audit Committee Report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, through any general statement incorporating by reference in its entirety the Proxy Statement in which this report appears, except to the extent that the Company specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed filed under either the Securities Act or the Exchange Act.

The Audit Committee:

Frank W. Haydu, III, Chairman
Paul S. Anderson, Ph.D.
Arthur J. Roth, CPA
Anthony P. Tartaglia, M.D.

Code of Ethics

        The Company has a Code of Business Conduct and Ethics, which are applicable to all directors, officers and employees of the Company, including the Chief Executive Officer and the Chief Financial Officer. The Code of Business Conduct and Ethics is available on the Company's website, www.albmolecular.com, under the Investor Relations section. Any amendments to, or waivers of, the Code of Business Conduct and Ethics which applies to any of our executive officers or directors will be disclosed on our website promptly following the date of such amendment or waiver.

Agreements with Named Executive Officers

        The Company is a party to employment agreements with each of the Named Executive Officers. The terms of the agreements are substantially similar, except with respect to minimum annual base salary (currently $350,000, $191,870 and $206,000 for Dr. D'Ambra, Dr. Trova, and Mr. Grates, respectively) and as set forth below with respect to termination of employment upon a "change of control." Mr. Waldek's employment with the Company ended in November 2004, and Dr. Jones' employment with the Company ended in January 2005. The terms of their agreements were substantially similar to that of the Named Executive Officers except with respect to minimum annual base salary which, at the time of separation from the Company, was $226,600 and $189,388, respectively for Mr. Waldek and Dr. Jones, and as set forth below with respect to termination of employment upon a "change of control." In addition to their annual base salary, the Named Executive Officers, other than Mr. Waldek and Dr. Jones, will be eligible to receive bonus compensation to be determined at the discretion of the Board of Directors. The agreements had initial employment terms of three years, all of which have been completed, and automatically renew for one year periods thereafter until terminated. If the Company elects not to extend an agreement for any reason or if the executive's employment is terminated by the Company without "cause" (as defined in the employment agreement) or by the executive upon a material breach of the agreement by the Company, the Company will continue to pay the executive his base salary for one year and will pay to the executive in monthly installments over such one year period an amount equal to the executive's cash bonus received in respect of the immediately preceding year.

        If there is a "change of control" (as defined in the employment agreements) and within one year following a "change of control" the executive's employment is terminated without "cause" or the executive resigns for "good reason" (as defined in the employment agreements), then such executive will be entitled to receive a severance amount equal to the sum of a multiple of (i) the executive's annual base salary, plus (ii) the executive's cash bonus received in respect of the immediately preceding

13

year. The multiple of base salary and bonus to be paid by the Company to Dr. D'Ambra upon the termination of his employment following a "change of control" is three times, and the multiple of base salary and bonus to be paid by the Company to Dr. Trova and Mr. Grates, and to Mr. Waldek and Dr. Jones if their employment had continued, upon the termination of their employment following a "change of control" is one time.

        The Company has also entered into Employee Innovation, Proprietary Information and Post-Employment Activity Agreements with its Named Executive Officers. Each agreement provides that, among other things, during the six month period immediately following the termination of his employment with the Company, the Named Executive Officer will not engage, directly or indirectly, in the sale or performance of any services for a customer for whom he performed services at any time during the twelve-month period immediately preceding the termination of his employment.

Related Party Transactions

        Dr. D'Ambra is entitled to payments under the Company's Technology Development Incentive Plan for amounts paid to the Company under the license agreement with Sanofi-Aventis, including 10% of all royalties paid to the Company. During 2004, Dr. D'Ambra earned the right to receive payments in the aggregate amount of $4,788,786 under this plan. Please refer to the Company's Annual Report on Form10-K for the fiscal year ended December 31, 2004, filed on March 16, 2005, for information on the Company's licensing agreement with Sanofi-Aventis.

        Mr. O'Connor is the Chief Executive Officer of Tech Valley Communications, a telecommunications company. During 2004, Tech Valley Communications was one of the providers of telephone and internet services to the Company. Tech Valley Communications was paid $181,000, $165,000 and $162,000 for services rendered to the Company in 2004, 2003 and 2002, respectively.

PRINCIPAL AND MANAGEMENT STOCKHOLDERS

        The following table sets forth certain information regarding beneficial ownership of the Company's Common Stock as of March 25, 2005 of (i) each person known by the Company to beneficially own five percent or more of the outstanding shares of the Company's Common Stock, (ii) the directors and Named Executive Officers of the Company and (iii) all directors and executive officers of the Company as a group. Unless otherwise indicated below, to the knowledge of the Company, all persons listed

14

below have sole voting and investment power with respect to their shares of Common Stock, except to the extent authority is shared by spouses under applicable law.

	Shares Beneficially Owned
Name of Beneficial Owner (1)	Number	Percent (2)
Named Executive Officers
Thomas E. D'Ambra, Ph.D. (3)	4,861,298	15.1	%
James J. Grates (4)	49,149	*
Lawrence D. Jones, Ph.D. (5) **	112,467	*
Michael P. Trova, Ph.D. (6)	110,271	*
David P. Waldek ***	2,000	*
Directors
Paul S. Anderson, Ph.D. (7)	6,893	*
Frank W. Haydu, III (8)	27,165	*
Donald E. Kuhla, Ph.D. (9)	159,013	*
Kevin O'Connor (10)	16,433	*
Arthur J. Roth, CPA (11)	11,667	*
Anthony P. Tartaglia, M.D. (12)	77,008	*
All executive officers and directors as a group (10 persons)	5,446,364	16.9	%
Five Percent Shareholders
Constance M. D'Ambra (13)	4,861,298	15.1	%
Brown Capital Management, Inc. (14)	3,400,567	10.5	%
FMR Corp. (15)	3,192,500	9.9	%
Thomas E. D'Ambra Family Trust I (16)	3,065,189	9.5	%
State Street Research and Management Company (17)	2,567,980	8.0	%
Chester J. Opalka (18)	2,356,399	7.3	%

*

Less than 1%.

**

Dr. Jones' employment with the Company ended in January 2005.

***

Mr. Waldek's employment with the Company ended in December 2004.

(1)

The address of all listed Executive Officers and Directors is c/o Albany Molecular Research, Inc., 21 Corporate Circle, P.O. Box 15098, Albany, New York 12212-5098.

(2)

All percentages have been determined as of March 25, 2005 in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For purposes of this table, a person or group of persons is deemed to have "beneficial ownership" of any shares of Common Stock which such person has the right to acquire within 60 days after March 25, 2005. For purposes of computing the percentage of outstanding shares of the Company's Common Stock held by each person or group of persons named above, any shares of Common Stock which such person or persons has or have the right to acquire within 60 days after March 25, 2005 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. As of March 25, 2005, a total of 32,234,782 shares of Common Stock were issued and outstanding.

(3)

Includes 4,861,298 shares owned jointly by Dr. and Mrs. D'Ambra, as to which shares Dr. and Mrs. D'Ambra share voting and investment power. Excludes 3,065,189 shares held by the Thomas E. D'Ambra Family Trust I, as to which shares Dr. D'Ambra does not have or share the power to vote or dispose.

15

(4)

Includes 21,594 shares subject to options exercisable within 60 days. Excludes 27,000 shares subject to options not exercisable within 60 days.

(5)

Includes 27,200 shares subject to options exercisable within 60 days. Excludes 36,050 shares subject to options not exercisable within 60 days.

(6)

Includes 47,783 shares subject to options not exercisable within 60 days. Excludes 31,140 shares subject to options not exercisable within 60 days.

(7)

Includes 5,000 shares subject to options exercisable within 60 days. Excludes 10,000 shares subject to options not exercisable within 60 days.

(8)

Includes 15,833 shares subject to options exercisable within 60 days. Excludes 10,000 shares subject to options not exercisable within 60 days.

(9)

Includes 57,125 shares subject to options exercisable within 60 days. Excludes 8,000 shares subject to options not exercisable within 60 days.

(10)

Includes 12,500 shares subject to options exercisable within 60 days. Excludes 10,000 shares subject to options not exercisable within 60 days.

(11)

Includes 1,667 shares subject to options exercisable within 60 days. Excludes 8,333 shares subject to options not exercisable within 60 days.

(12)

Includes 61,250 shares subject to options exercisable within 60 days. Excludes 10,000 shares subject to options not exercisable within 60 days.

(13)

Includes 4,861,298 shares owned jointly by Dr. and Mrs. D'Ambra, as to which shares Dr. and Mrs. D'Ambra share voting and investment power. Excludes 3,065,189 shares held by the Thomas E. D'Ambra Family Trust I, as to which shares Mrs. D'Ambra does not have or share the power to vote or dispose. The address for Mrs. D'Ambra is c/o Albany Molecular Research, Inc., 21 Corporate Circle, P.O. Box 15098, Albany, New York 12212-5098.

(14)

Based on information set forth in Schedule 13F filed under the Securities Exchange Act of 1934 on February 2, 2005 by Brown Capital Management, Inc. as the designated filer on behalf of itself and its clients. Brown Capital Management, Inc. acts as an investment advisor to its clients and has sole voting power over 1,654,479 shares and sole dispositive power over 3,400,567 shares. Accordingly, Brown Capital Management, Inc. has beneficial ownership of all the shares held by these parties. The address of Brown Capital Management, Inc. is 1201 N. Calvert Street, Baltimore, MD 21202.

(15)

Based on information set forth in Schedule 13G filed under the Securities Exchange Act of 1934 on March 10, 2005 by FMR Corp. as the designated filer on behalf of itself and its clients. FMR Corp. has beneficial ownership of all the shares held by these parties. The address of FMR Corp. is 82 Devonshire Street, Boston, MA 02109.

(16)

Includes 3,065,189 shares held by the Thomas E. D'Ambra Family Trust I based on information provided by the Trustee, Thomas G. Mazzotta. Mr. Mazzotta has sole voting and dispositive power and, accordingly, is the beneficial owner of all shares held by the Thomas E. D'Ambra Family Trust I. The address of the Thomas E. D'Ambra Family Trust I is 9 Washington Square, Washington Avenue Extension, Albany, NY 12205. Mr. Mazzota disclaims any pecuniary interest in the shares held by the Thomas E. D'Ambra Family Trust I.

(17)

Based on information set forth in Schedule 13G filed under the Securities Exchange Act of 1934 on January 26, 2005 by State Street Research & Management Company as the designated filer on behalf of itself and its clients. State Street Research & Management Company has beneficial ownership of all the shares held by these parties. The address of State Street Research & Management Company is One Financial Center, 31^st Floor, Boston, MA 02111.

(18)

The address for Mr. Opalka is c/o Albany Molecular Research, Inc., 21 Corporate Circle, P.O. Box 15098, Albany, New York 12212-5098.

16

STOCK PERFORMANCE GRAPH

        The following graph provides a comparison, from December 31, 1999 through December 31, 2004, of the cumulative total stockholder return (assuming reinvestment of any dividends) among the Company, the Nasdaq Stock Market (U.S. Companies) Index (the "Nasdaq Index") and the Nasdaq Pharmaceuticals Index (the "Pharmaceuticals Index"). The historical information set forth below is not necessarily indicative of future performance. Data for the Nasdaq Stock Market Index and the Nasdaq Pharmaceuticals Index were provided to the Company by Nasdaq.

	Albany Molecular Research, Inc	Nasdaq Stock Market (U.S. Companies) Index	Nasdaq Pharmaceuticals Index
December 31, 1999	100.000	100.000	100.000
December 29, 2000	404.098	60.310	124.736
December 31, 2001	173.705	47.870	106.307
December 31, 2002	96.990	33.096	68.694
December 31, 2003	98.426	49.482	100.676
December 31, 2004	73.049	53.810	107.215

EXPENSES OF SOLICITATION

        The Company will pay the entire expense of soliciting proxies for the Annual Meeting. In addition to solicitations by mail, certain directors, officers and regular employees of the Company (who will receive no compensation for their services other than their regular compensation) may solicit proxies by telephone, telegram or personal interview. Banks, brokerage houses, custodians, nominees and other fiduciaries have been requested to forward proxy materials to the beneficial owners of shares held of record by them and such custodians will be reimbursed for their expenses. Solicitation by officers and employees of the Company may also be made of some stockholders in person or by mail, telephone or

17

telegraph following the original solicitation. The Company may retain a proxy solicitation firm to assist in the solicitation of proxies for a fee plus reimbursement of expenses.

SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2006 ANNUAL MEETING

        Stockholder proposals submitted pursuant to Exchange Act Rule 14a-8 for inclusion in the Company's proxy statement and form of proxy for the 2006 annual meeting of stockholders must be received in writing by the Company by December 24, 2005. Such proposals must also comply with the requirements as to form and substance established by the Securities and Exchange Commission if such proposals are to be included in the proxy statement and form of proxy. Any such proposals should be mailed to: Albany Molecular Research, Inc., 21 Corporate Circle, P.O. Box 15098, Albany, New York 12212-5098, Attention: Secretary.

        Stockholder proposals intended to be presented at the 2006 annual meeting of stockholders, other than stockholder proposals submitted pursuant to Exchange Act Rule 14a-8, must be delivered to, or mailed and received at, Albany Molecular Research, Inc., 21 Corporate Circle, P.O. Box 15098, Albany, New York 12212-5098, together with all supporting documentation required by the Company's Amended and Restated By-laws, not earlier than January 19, 2006 nor later than March 5, 2006; provided, however, that in the event that the annual meeting is scheduled to be held before April 19, 2006 or after July 20, 2006, notice must be so delivered not later than the close of business on the later of (i) the 75th day prior to the scheduled date of such annual meeting or (ii) the 15th day following the day on which public announcement of the date of such meeting is first made by the Company. The proposal must also comply with the other requirements contained in the Company's Amended and Restated By-laws, including supporting documentation and other information. Proxies solicited by the Board of Directors will confer discretionary voting authority with respect to these proposals, subject to the Securities and Exchange Commission's rules governing the exercise of this authority.

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

        The Company's Audit Committee engaged PricewaterhouseCoopers LLP to audit the Company's financial statements for the fiscal year ended December 31, 2004. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions from shareholders. The Audit Committee has not formally selected the Company's independent public accountant for the current fiscal year, but expects to make a selection during the second quarter.

        The Company's Audit Committee has adopted procedures under the Company's Audit Committee Pre-Approval Policy (the "Pre-Approval Policy") to ensure that all audit and permitted non-audit services provided to the Company by PricewaterhouseCoopers are pre-approved by the Audit Committee. If a proposed service has not been pre-approved pursuant to the Pre-Approval Policy, then it must be specifically pre-approved by the Audit Committee before it may be provided by PricewaterhouseCoopers. In 2004 and 2003, the Audit Committee approved in advance all audit and non-audit services provided by PricewaterhouseCoopers.

        Audit Fees.    The aggregate fees billed by PricewaterhouseCoopers for professional services rendered for (i) the audit of the Company's annual financial statements, (ii) the review of the Company's quarterly financial statement included in its Quarterly Reports on Form 10-Q, and (iii) the audit of the Company's internal control over financial reporting and of management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2004, both as required by Section 404 of the Sarbanes-Oxley Act, were $1,410,864 for the year ended December 31, 2004, $234,140 for the year ended December 31, 2003 and $107,435 for the year ended December 31, 2002.

18

        Audit-Related Fees.    The aggregate fees billed by PricewaterhouseCoopers in each of the last three fiscal years for assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements and not reported under the caption Audit Fees were $10,324 for the year ended December 31, 2004, $30,132 for the year ended December 31, 2003, and $27,000 for the year ended December 31, 2002. These services included employee benefit plan audits, accounting consultations related to mergers, acquisitions and dispositions, and accounting consultations concerning regulatory reporting.

        Tax Fees.    The aggregate fees billed by PricewaterhouseCoopers in each of the last three fiscal years for professional services rendered for tax compliance, tax advice, and tax planning were $89,049 for the year ended December 31, 2004, which included $89,049 for tax compliance services and $-0- for tax advice and planning services, $54,000 for the year ended December 31, 2003, which included $54,000 for tax compliance services and $-0- for tax advice and planning services, and $71,000 for the year ended December 31, 2002, which included $43,780 for tax compliance services and $27,220 for tax advice and planning services. These services included assistance in the preparation of the Company's tax returns, assistance with tax audits and appeals, tax advice relating to employee benefits and organization tax structure evaluation and planning.

        All Other Fees.    None.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Exchange Act requires the Company's executive officers and directors, and persons who own more than 10% of the Company's outstanding shares of Common Stock, to file reports of ownership and reports of changes in ownership with the Securities and Exchange Commission. Such officers, directors and 10% beneficial owners are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

        To the Company's knowledge, based solely on a review of the copies of such reports furnished to or reviewed by the Company by the executive officers, directors and greater than 10% beneficial owners, all Section 16(a) filing requirements were satisfied except that each of Dr. Anderson, Mr. Haydu, Mr. O'Connor, Mr. Roth and Dr. Tartaglia inadvertently filed a late Form 4 with respect to one stock transaction each.

OTHER MATTERS

        The Board of Directors does not know of any matters other than those described in this Proxy Statement that will be presented for action at the Annual Meeting. If other matters are duly presented, proxies will be voted in accordance with the best judgment of the proxy holders.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

19

Please Mark Here for Address Change or Comments	o
SEE REVERSE SIDE

1. ELECTION OF DIRECTORS:

FOR all nominees listed to the right (except as marked to the contrary)	WITHHOLD AUTHORITY to vote for all nominees listed to the right	01 Frank W. Haydu, III, 02 Arthur J. Roth
o	o	(INSTRUCTION: To withhold authority to vote for any individual nominee, draw a line through that individual's name above.)

2.	In their discretion, the Proxies are each authorized to vote upon such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
		Dated:	, 2005
		Signature
		Signature if held jointly
		Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If executed by a corporation or partnership, the proxy should be signed by a duly authorized person of the stockholders' corporation or partnership, stating his or her title or authority.
		PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

FOLD AND DETACH HERE

Electronic versions of the Albany Molecular Research, Inc.
Annual Report and Proxy Statement are available at
www.albmolecular.com under Investor Info.

ALBANY MOLECULAR RESEARCH, INC.
21 Corporate Circle, P.O. Box 15098
Albany, New York 12212-5098

Proxy for the 2005 Annual Meeting of Stockholders
May 18, 2005

This Proxy is Solicited on Behalf of the Board of Directors of Albany Molecular Research, Inc.

        The undersigned acknowledge(s) receipt of the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement, each dated April 26, 2005, and hereby constitutes and appoints Thomas E. D'Ambra, Ph.D. and Mark T. Frost (the "Proxies") and each of them, as Proxies of the undersigned, each with the power to appoint his substitute and to act alone, and authorizes each of them acting singly, to represent and to vote, as designated on the reverse side of this proxy card, all shares of Common Stock of Albany Molecular Research, Inc., held of record by the undersigned on March 25, 2005, at the 2005 Annual Meeting of Stockholders (the "Annual Meeting") to be held on Wednesday, May 18, 2005 at 10:00 a.m., local time, and at any adjournments or postponements thereof.

This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). If no directions are indicated, this proxy will be voted FOR the election of the nominees set forth in Proposal 1. A stockholder wishing to vote in accordance with the recommendations of the Board of Directors need only sign and date this proxy and return it in the postage paid envelope provided.

The Board of Directors Recommends a Vote FOR Proposal 1, Appearing on the Reverse Side Hereof.

Address Change/Comments (Mark the corresponding box on the reverse side)

FOLD AND DETACH HERE

You can now access your Albany Molecular Research, Inc. account online.

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PROXY STATEMENT
PROPOSAL 1 ELECTION OF DIRECTORS
INFORMATION REGARDING DIRECTORS
Summary Compensation Table
Option Grants in Last Fiscal Year
Aggregated Option Exercises in Fiscal Year 2004 and Fiscal Year-End 2004 Option Values