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^*

SMITH WALTER V

(Last)

(First)

(Middle)

6601 WEST BROAD STREET

(Street)

RICHMOND

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)
	Vice President, Taxes

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2008

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	03/28/2008		J	V	14,383⁽¹⁾	A	$0	45,242⁽²⁾	D
Common Stock								272	I⁽³⁾	By Daughter
Common Stock								7,453⁽⁴⁾	I	DPS
Common Stock								629⁽⁵⁾	I	KTP

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)	$9.1039⁽⁶⁾	06/29/1999⁽⁶⁾		J	V	0		06/29/2000	06/29/2009	Common Stock	14,750	$0	14,750	D
Option (Right to Buy)	$4.8578⁽⁶⁾	01/26/2000⁽⁶⁾		J	V	0		01/26/2001	01/26/2010	Common Stock	10,770	$0	10,770	D
Option (Right to Buy)	$10.0996⁽⁶⁾	01/31/2001⁽⁶⁾		J	V	0		01/31/2002	01/31/2011	Common Stock	11,720	$0	11,720	D
Option (Right to Buy)	$11.1613⁽⁶⁾	06/12/2001⁽⁶⁾		J	V	0		06/12/2002	06/12/2011	Common Stock	9,550	$0	9,550	D

Explanation of Responses:

1. Adjustment to deferred stock awarded on January 30, 2008 in accordance with the terms of the 2005 Performance Incentive Plan and Employee Matters Agreement dated as of March 28, 2008 between Altria Group, Inc. and Philip Morris International Inc. in connection with the spin-off of Philip Morris International Inc. from Altria Group, Inc. on March 28, 2008.

2. Includes 4,050 shares of Restricted Stock and 27,519 shares of Deferred Stock.

3. 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.

4. Shares held on the Altria Deferred Profit Sharing Plan as of February 29, 2008.

5. Share equivalents held in the Kraft Thrift Plan as of February 29, 2008.

6. Reflects a price adjustment to a previously issued option award in accordance with the terms of the Company's equity compensation plans in connection with the spin-off of Philip Morris International Inc. from Altria Group, Inc. on March 28, 2008.

	Sean X. McKessy for Walter V. Smith	04/01/2008
	** 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).
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