ALTRIA GROUP, INC. — Director's Dealing 2012

May 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALTRIA GROUP, INC. (MO)
CIK: 0000764180
Period of Report: 2012-05-17

Reporting Person: BAILEY ELIZABETH E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-17	Common Stock	A	5027	—	Acquired	82290	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-17	Phantom Stock Units	$	J	0	Acquired		Common Stock (0)	Direct

Footnotes

F1: Deferred stock awarded under the Stock Compensation Plan for Non-Employee Directors.

F2: Includes 66,373 deferred shares held under the Stock Compensation Plan for Non-Employee Directors, including an increase of 1,233 shares acquired through the reinvestment of dividends since February 13, 2012, the date holdings were last reported.

F3: Phantom Stock Units convert to the cash value of the issuer's common stock on a 1-for-1 basis.

F4: No share equivalents acquired or disposed.

F5: The participant will receive distributions of phantom stock units in cash either prior to or following termination of service as a member of the issuer's board of directors, as elected by the particpant.

F6: Share equivalents held in the Deferred Fee Plan for Non-Employee Directors. This includes an increase of 5 share equivalents acquired through the reinvestment of dividends since February 13, 2012, the date holdings were last reported.