ALTRIA GROUP, INC. — Director's Dealing 2010

Aug 19, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALTRIA GROUP, INC. (MO)
CIK: 0000764180
Period of Report: 2010-08-17

Reporting Person: Willard Howard A. (EVP, Strategy & Bus. Develop.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-17	Common Stock	M	19160	$10.0996	Acquired	206818	Direct
2010-08-17	Common Stock	F	13001	$22.76	Disposed	193817	Direct
2010-08-17	Common Stock	M	15610	$11.1613	Acquired	209427	Direct
2010-08-17	Common Stock	F	11013	$22.76	Disposed	198414	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-17	Option (Right to Buy)	$10.0996	M	19160	Disposed	2011-01-31	Common Stock (19160)	Direct
2010-08-17	Option (Right to Buy)	$11.1613	M	15610	Disposed	2011-06-12	Common Stock (15610)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	353	Indirect

Footnotes

F1: Includes 129,620 shares of Restricted Stock and 27,929 shares of Deferred Stock.

F2: 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.