X0202 4 2005-05-31 0 0000764180 ALTRIA GROUP INC MO 0001180541 NOTO LUCIO A 120 PARK AVENUE NEW YORK NY 10017 1 0 0 0 Common Stock 17860.00 D Common Stock 15935.00 I By Wife Phantom Stock Units 2005-05-31 4 A 0 274.00 67.495 A Common Stock 274.00 15801.00 D Includes (i) 6,846 shares held by reporting person, (ii) 2,247 shares held jointly with spouse, (iii) 1,072 shares held in an IRA , and (iv) 7,695 deferred shares held in the 2005 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 May 31, 2005 pursuant to the deferred fee program of the Altria 1992 Compensation Plan for Non-Emplo yee 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 May 31, 2005. This is an increase of 274 share equivalents since May 5, 2005, the date deferred compensation was last reported to the SEC. The total includes share equivalents acquired under the deferred fee program of the Altria 1992 Compensation Plan for Non-Employee Directors. G. Penn Holsenbeck for Lucio A. Noto 2005-06-02