8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2010

ALTRIA GROUP, INC.

(Exact name of registrant as specified in its charter)

Virginia	1-8940	13-3260245
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6601 West Broad Street, Richmond, Virginia	23230
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (804) 274-2200

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 15, 2010, Altria Group, Inc. (the “Company”) announced that the following persons have been elected to the following positions effective January 1, 2011:

• David R. Beran, age 56, who currently serves as Executive Vice President and Chief Financial Officer, will become Vice Chairman of the Company, responsible for Business Operations.

• Martin J. Barrington, age 57, who currently serves as Executive Vice President and Chief Compliance and Administrative Officer, will become Vice Chairman of the Company, responsible for Innovation, Public Affairs, Human Resources and Compliance.

• Howard J. Willard, age 47, who currently serves as Executive Vice President, Strategy and Business Development, will become Executive Vice President and Chief Financial Officer of the Company.

All of the above-mentioned officers have been employed by the Company or its subsidiaries in various capacities during the past five years.

All executive officers listed above participate in the same compensation programs as our named executive officers, as more fully described under “Compensation Discussion and Analysis” of the Company’s Proxy Statement relating to its 2010 Annual Meeting of Shareholders, as filed with the SEC on April 9, 2010 (the “Proxy Statement”) (such description is incorporated herein by reference).

In connection with his appointment as Executive Vice President and Chief Financial Officer, Mr. Willard will be promoted to salary band B and his base salary will increase from $520,000 to $600,000. In addition, his target payouts for annual incentive awards, long-term incentive awards and equity awards will be adjusted to salary band B levels as described in the “Compensation Discussion and Analysis” section of the Company’s Proxy Statement (such description is incorporated herein by reference).

In connection with the foregoing, Altria Group, Inc. issued a press release attached hereto as Exhibit 99.1 and incorporated herein by reference in its entirety.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the officer appointments described in Item 5.02 of this Current Report on Form 8-K, on December 15, 2010, the Board of Directors of the Company amended certain provisions of its Amended and Restated By-Laws, effective immediately.

The amendments described above to the Company’s Amended and Restated By-Laws are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1	Amendments to Altria Group, Inc. Amended and Restated By-Laws effective December 15, 2010.
99.1	Altria Group, Inc. Press Release, dated December 15, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ALTRIA GROUP, INC.
By:	/S/    W. HILDEBRANDT SURGNER, JR.
Name:	W. Hildebrandt Surgner, Jr.
Title:	Corporate Secretary and
	Senior Assistant General Counsel

DATE: December 15, 2010

EXHIBIT INDEX

Exhibit No.	Description
3.1	Amendments to Altria Group, Inc. Amended and Restated By-Laws effective December 15, 2010.
99.1	Altria Group, Inc. Press Release, dated December 15, 2010.

EX-3.1

Exhibit 3.1

Amendments to Altria Group, Inc. Amended and Restated By-Laws

Section 2 of Article IV of the Company’s By-Laws is amended to read as follows:

Section 2. Election, Term of Office and Qualifications. - All officers of the Corporation shall be chosen annually by the Board of Directors, and each officer shall hold office until a successor shall have been duly chosen and qualified or until the officer resigns or is removed in the manner hereinafter provided. The chairman of the Board of Directors shall be chosen from among the directors.

Section 8 of Article IV of the Company’s By-Laws is amended to read as follows:

Section 8. President. - In the absence of the chairman of the Board of Directors and the deputy chairman of the Board of Directors (if any), the president (if one shall have been elected by the Board of Directors) shall preside at meetings of the stockholders and of the Board of Directors. The president shall be responsible to the chairman of the Board of Directors. Subject to the authority of the chairman of the Board of Directors, the president shall be devoted to the Corporation’s business and affairs under the basic policies set by the Board of Directors and the chairman of the Board of Directors. He or she shall, from time to time, report to the chairman of the Board of Directors on matters within the president’s knowledge which the interests of the Corporation may require be brought to the chairman’s notice. The president (if any) shall do and perform such other duties as from time to time the Board of Directors or the chairman of the Board of Directors may prescribe.

Section 9 of Article IV of the Company’s By-Laws is amended to read as follows:

Section 9. Vice Chairmen of the Board of Directors. - In the absence of the chairman of the Board of Directors, the deputy chairman of the Board of Directors (if any) and the president (if any), the vice chairman of the Board of Directors designated for such purpose by the chairman of the Board of Directors (if any) shall preside at meetings of the stockholders and of the Board of Directors. Each vice chairman of the Board of Directors shall be responsible to the chairman of the Board of Directors. Each vice chairman of the Board of Directors shall from time to time report to the chairman of the Board of Directors on matters within the vice chairman’s knowledge which the interests of the Corporation may require be brought to the chairman’s notice.

EX-99.1

Exhibit 99.1

Altria Announces New Management Structure

RICHMOND, Va. — December 15, 2010 — Altria Group, Inc. (Altria) (NYSE: MO) today announced that it has adopted a focused senior officer structure that will enhance the Company’s responsiveness to evolving regulatory and marketplace opportunities and continue to develop future leadership capability for the Company. Michael E. Szymanczyk will remain Chairman of the Board and Chief Executive Officer of Altria. Reporting to Mr. Szymanczyk will be four business areas, each led by a single executive officer:

• Business Operations

• Innovation, Public Affairs, Human Resources and Compliance

• Finance and Strategic Planning and

• Law

Effective January 1, 2011, David R. Beran will become Vice Chairman of Altria, responsible for Business Operations. Mr. Beran will be responsible for the Company meeting its business and financial goals. He will oversee the Company’s tobacco and wine businesses, along with the associated support functions.

Effective January 1, 2011, Martin J. Barrington will become Vice Chairman of Altria, responsible for Innovation, Public Affairs, Human Resources and Compliance. Mr. Barrington will be responsible for the Company’s efforts to meet its regulatory, compliance and product responsibilities. He will continue to lead the Company’s engagement with the Food & Drug Administration and other external stakeholders, and he will assume oversight of product research, development and engineering.

Effective January 1, 2011, Howard A. Willard will become Executive Vice President and Chief Financial Officer of Altria, reporting directly to Mr. Szymanczyk. In his new role, Mr. Willard will continue to lead the Company’s strategic planning and assume oversight of the financial services business of Philip Morris Capital Corporation (PMCC).

6601 West Broad Street, Richmond, VA 23230

Denise F. Keane will continue to serve as Executive Vice President and General Counsel.

The composition of the Company’s Board of Directors will remain unchanged as of January 1, 2011.

Mr. Beran currently serves as Executive Vice President and Chief Financial Officer for Altria. He has held leadership positions in finance, planning, market research, marketing and operations. He joined the Altria family of companies after graduating from the University of Virginia in 1976 and holds an MBA from the University of Richmond.

Mr. Barrington currently serves as Executive Vice President and Chief Compliance and Administrative Officer of Altria, and has responsibility for regulatory affairs, corporate affairs, government affairs and human resources. He has served as General Counsel and Senior Vice President for both Philip Morris USA Inc. (PM USA) and Philip Morris International Inc., as well as Executive Vice President of Corporate Responsibility for PM USA. He joined the Altria family of companies in 1993 after serving as a partner at the law firm of Hunton & Williams.

Mr. Willard currently serves as Executive Vice President, Strategy and Business Development for Altria. He has held leadership positions in finance, sales, information services and corporate responsibility. He joined the Altria family of companies in 1992 after working at Bain & Company and Salomon Brothers Inc. and holds an MBA from the University of Chicago.

Altria’s Profile

Altria directly or indirectly owns 100% of each of PM USA, U.S. Smokeless Tobacco Company LLC (USSTC), John Middleton Co. (Middleton), Ste. Michelle Wine Estates Ltd. (Ste. Michelle), and PMCC. Altria holds a continuing economic and voting interest in SABMiller plc.

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The brand portfolios of Altria’s tobacco operating companies include such well-known names as Marlboro, Copenhagen, Skoal and Black & Mild. Ste. Michelle produces and markets premium wines sold under various labels, including Chateau Ste. Michelle and Columbia Crest, and it exclusively distributes and markets Antinori, Champagne Nicolas Feuillatte and Villa Maria Estate products in the United States. Trademarks and service marks related to Altria referenced in this release are the property of, or licensed by, Altria or its subsidiaries. More information about Altria is available at www.altria.com.

Source: Altria Group, Inc.

Contact:

Clifford B. Fleet

Vice President, Investor Relations

804-484-8222

Daniel R. Murphy

Director, Investor Relations

804-484-8222

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