X0202 4 2005-02-28 0 0000764180 ALTRIA GROUP INC MO 0001180541 NOTO LUCIO A 120 PARK AVENUE NEW YORK NY 10017 1 0 0 0 Common Stock 15887.00 D Common Stock 15935.00 I By Wife Phantom Stock Units 2005-02-28 4 A 0 175.00 65.75 A Common Stock 175.00 15106.00 D Includes (i) 6,782 shares held by reporting person, (ii) 2,243 shares held jointly with spouse, (iii) 1,072 shares held in an IRA , and (iv) 5,790 deferred shares held in the 2000 Stock Compensation Plan for Non-Employee Directors. 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. Phantom stock units convert to common stock on a 1-for-1 basis. These units were acquired on February 28, 2005 pursuant to the deferred fee program of the Altria 1992 Compensation Plan for Non- Employee Directors. These units are to be settled in cash upon the reporting person's termination as a member of the issuer's board of directors. The average of the high and low price of Altria Group, Inc. Common Stock on February 28, 2005. This is an increase of 175 shares since January 31, 2005, the date deferred compensation was last reported to the SEC. The total includes shares acquired under the deferred fee program of the Altria 1992 Compensation Plan for Non-Employee Directors. G. Penn Holsenbeck for Lucio A. Noto 2005-03-02