SEC FORM 4

SEC Form 4

FORM 4

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

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).

1. Name and Address of Reporting Person^*

HOLDEN BETSY D

(Last)

(First)

(Middle)

120 PARK AVE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALTRIA GROUP INC [ MO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Co-CEO, Kraft Foods Inc.

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2003

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 Following Reported Transaction(s) (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)	Code	V	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	10/23/2003		M		23,326	A	$21.344	58,495	D
Common Stock	10/23/2003		F		14,616	D	$45.345	43,879	D
Common Stock	10/23/2003		M		10,607	A	$24.937	54,486	D
Common Stock	10/23/2003		F		7,239	D	$45.345	47,247	D
Common Stock	10/23/2003		M		21,750	D	$34.895	68,997	D
Common Stock	10/23/2003		F		18,214	D	$45.345	50,783	D
Common Stock	10/24/2003		S		1,243	D	$45.075	49,540	D
Common Stock	10/24/2003		S		481	D	$45.075	49,059	D
Common Stock	10/24/2003		S		504	D	$45.075	48,555	D

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)	Code	V	(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)
Option (Right to Buy)	$24.937	10/23/2003		M			10,607	06/27/1996	06/24/2005	Common Stock	10,607	$0	0	D
Option (Right to Buy)	$34.895	10/23/2003		M			21,750	06/25/1997	06/23/2006	Common Stock	21,750	$0	0	D
Option (Right to Buy)	$21.344	10/23/2003		M			23,326	01/26/2001	01/26/2010	Common Stock	23,326	$0	0	D
Option (Right to Buy)	$45.345	10/23/2003		A		15,859		04/23/2004	01/26/2010	Common Stock	15,859	$0	15,859	D
Option (Right to Buy)	$45.345	10/23/2003		A		18,718		04/23/2004	06/23/2006	Common Stock	18,718	$0	18,718	D
Option (Right to Buy)	$45.345	10/23/2003		A		7,720		04/23/2004	06/24/2005	Common Stock	7,720	$0	7,720	D

Explanation of Responses:

	/s/ G. Penn Holsenbeck for Betsy D. Holden	10/27/2003
	** 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.
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