X0202 4 2004-06-01 0 0000764180 ALTRIA GROUP INC MO 0001024919 REED JOHN S 120 PARK AVENUE NEW YORK NY 10017 1 0 0 0 Common Stock 59525.00 D Phantom Stock Units 2004-06-01 4 A 0 382.00 48.415 A Common Stock 382.00 454.00 D Includes 2,177 deferred shares held in the 2000 Stock Compensation Plan for Non-Employee Directors and 34,688 shares in a self-di rected Keogh/IRA account. Phantom stock units convert to common stock on a 1-for-1 basis. These units were acquired on June 1, 2004 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 June 1, 2004. This is an increase of 382 share equivalents since April 30, 2004, 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 Compansation Plan for Non-Employee Directors. G. Penn Holsenbeck for John S. Reed 2004-06-03