ALTRIA GROUP, INC. — Director's Dealing 2010

Jan 5, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALTRIA GROUP, INC. (MO)
CIK: 0000764180
Period of Report: 2009-12-31

Reporting Person: FARRELL THOMAS F II (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-12-31	Phantom Stock Units	$	A	634	Acquired		Common Stock (634)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18156	Direct

Footnotes

F1: Includes 15,656 deferred shares held in the Stock Compensation Plan for Non-Employee Directors. This is an increase of 291 shares acquired through the reinvestment of dividends since September 30, 2009, the date of the last reportable transaction.

F2: Phantom Stock Units convert to the cash value of the issuer's common stock on a 1-for-1 basis.

F3: These units were acquired on December 31, 2009 pursuant to the Deferred Fee Plan for Non-Employee Directors.

F4: The distribution of phantom stock units in cash is deferred until a specific date as elected by the participant or upon termination of service as a member of the issuer's board of directors.

F5: The average of the high and low price of Altria Group, Inc. common stock on December 31, 2009.

F6: Share equivalents held in the Deferred Fee Plan for Non-Employee Directors. This total includes an increase of 634 share equivalents acquired under the Deferred Fee Plan for Non-Employee Directors and 112 share equivalents acquired through the reinvestment of dividends since September 30, 2009, the date of the last reportable transaction.