SEC FORM 3/A

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

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1. Name and Address of Reporting Person^*

SMITH WALTER V

(Last)

(First)

(Middle)

120 PARK AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2004

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President, Taxes

5. If Amendment, Date of Original Filed (Month/Day/Year)
04/01/2004

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	6,849⁽¹⁾	D
Common Stock	259	I⁽²⁾	By Daughter
Common Stock	6,220	I⁽³⁾	DPS
Common Stock	564	I⁽⁴⁾	KTP

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)
Option (Right to Buy)	06/27/1996	06/24/2005	Common Stock	8,380	$24.937	D
Option (Right to Buy)	06/25/1997	06/23/2006	Common Stock	12,900	$34.895	D
Option (Right to Buy)	06/24/1998	06/22/2007	Common Stock	11,970	$43.875	D
Option (Right to Buy)	06/23/1999	06/23/2008	Common Stock	14,480	$39.718	D
Option (Right to Buy)	06/29/2000	06/29/2009	Common Stock	14,750	$40	D
Option (Right to Buy)	01/26/2001	01/26/2010	Common Stock	10,770	$21.344	D
Option (Right to Buy)	01/31/2002	01/31/2011	Common Stock	11,720	$44.375	D
Option (Right to Buy)	06/12/2002	06/12/2011	Common Stock	9,550	$49.04	D

Explanation of Responses:

1. Total includes 6,300 shares of restricted stock.

2. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. Share equivalents held in the Altria Deferred Profit Sharing Plan.

4. Share equivalents held in the Kraft Thrift Plan.

Remarks:

	G. Penn Holsenbeck for Walter V. Smith	04/14/2004
	** 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.