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^*

DELISI NANCY J

(Last)

(First)

(Middle)

120 PARK AVENUE

(Street)

NEW YORK

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)
	SVP, Mergers and Acquisitions

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2005

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	06/09/2005		M		36,614	A	$21.3438	168,652	D
Common Stock	06/09/2005		F		20,065	D	$69.225	148,587	D
Common Stock	06/09/2005		M		32,900	A	$39.7188	181,487	D
Common Stock	06/09/2005		F		23,737	D	$69.225	157,750	D
Common Stock	06/09/2005		M		13,570	A	$40	171,320	D
Common Stock	06/09/2005		F		9,828	D	$69.225	161,492	D
Common Stock	06/09/2005		M		38,750	A	$40	200,242	D
Common Stock	06/09/2005		F		28,060	D	$69.225	172,182	D
Common Stock	06/10/2005		M		18,698	A	$40.575	190,880	D
Common Stock	06/10/2005		S		24,847	D	$69.16	166,033⁽¹⁾	D
Common Stock								83⁽²⁾	I	DPS

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)	$21.3438	06/09/2005		M			36,614	01/26/2001	01/26/2010	Common Stock	36,614	$21.3438	0.00	D
Option (Right to Buy)	$39.7188	06/09/2005		M			32,900	06/23/1999	06/23/2008	Common Stock	32,900	$39.7188	0.00	D
Option (Right to Buy)	$40	06/09/2005		M			13,570	06/28/2002	06/29/2009	Common Stock	13,570	$40	0.00	D
Option (Right to Buy)	$40	06/09/2005		M			38,750	06/29/2000	06/29/2009	Common Stock	38,750	$40	0.00	D
Option (Right to Buy)	$40.575	06/10/2005		M			18,698	02/01/2004	06/24/2005	Common Stock	18,698	$40.575	0.00	D
Option (Right to Buy)	$69.225	06/09/2005		A		22,600		12/09/2005	01/26/2010	Common Stock	22,600	$69.225	22,600	D
Option (Right to Buy)	$69.225	06/09/2005		A		25,141		12/09/2005	06/23/2008	Common Stock	25,141	$69.225	25,141	D
Option (Right to Buy)	$69.225	06/09/2005		A		10,400		12/09/2005	06/29/2009	Common Stock	10,400	$69.225	10,400	D
Option (Right to Buy)	$69.225	06/09/2005		A		29,698		12/09/2005	06/29/2009	Common Stock	29,698	$69.225	29,698	D

Explanation of Responses:

1. Includes 69,070 shares of Restricted Stock.

2. Shares held in the Altria Deferred Profit Sharing Plan as of May 31, 2005.

Remarks:

	G. Penn Holsenbeck for Nancy J. De Lisi	06/13/2005
	** 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).
** 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.
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